Terms of Service

1. Definitions

• "Platform" means the Concierly web application, API services, artificial intelligence engine, SMS notification system, and all related software, tools, and features made available by Concierly.
• "Services" means all functionality provided through the Platform, including AI-generated review response drafting, review monitoring, reputation management tools, and review solicitation features.
• "Client Content" means any data, text, business information, staff information, customer reviews, review responses, and any other content you submit to or through the Platform.
• "AI-Generated Response" means any text drafted by the Platform's artificial intelligence engine as a suggested reply to a customer review.
• "Approved Response" means an AI-Generated Response that you have explicitly approved through the Platform's approval workflow (SMS, web interface, or written consent).
• "Review Platform" means any third-party platform (including but not limited to Google Business Profile, Facebook, Yelp) on which customer reviews are published.
• "Subscription" means your paid or trial access to the Platform as described in Section 6.

2. Description of Services

2.1 Core Service

Concierly provides an AI-assisted reputation management platform designed to help local service businesses monitor customer reviews and generate suggested response drafts. The Platform uses artificial intelligence to analyze incoming reviews and produce suggested reply text based on your business context, tone preferences, and industry-specific guidelines you have configured.

2.2 Human-in-the-Loop Requirement — CRITICAL

Concierly operates on a strict human-approval model. The Platform will NEVER automatically post, publish, or submit any response to any Review Platform without your explicit, prior approval.

Every AI-Generated Response is a draft only. No content is published on your behalf until and unless you take an affirmative action to approve it through one of the following approved mechanisms:

• Replying to an approval SMS sent to your registered mobile number;
• Clicking an approval action within the Concierly web interface;
• Providing written consent to Concierly staff to post on your behalf (limited circumstances only — see Section 2.3).

You acknowledge and agree that you are solely responsible for reviewing every AI-Generated Response before approving it. Concierly's role is limited to generating draft suggestions; the decision to publish any content rests entirely with you.

2.3 Limited Administrative Posting Authorization

In exceptional circumstances where you experience documented technical difficulties preventing you from approving a response through standard channels, Concierly staff may post an Approved Response on your behalf, but ONLY if ALL of the following conditions are met:

• You have provided explicit written consent (email, SMS, or in-app message) specifically authorizing the posting of the identified response;
• The written consent identifies the specific review and the specific response text to be posted;
• Concierly staff confirm the response text with you before posting;
• The posting action is recorded in your account audit log.

This provision does not authorize Concierly to exercise editorial discretion over response content. We post only the exact text you have authorized.

2.4 Review Solicitation

Where your subscription includes review solicitation functionality, the Platform enables you to send personalized SMS messages to your customers requesting reviews. You are solely responsible for ensuring you have obtained valid express consent from each customer recipient prior to initiating any such communication, in compliance with Canada's Anti-Spam Legislation (CASL) and all applicable laws.

3. Client Responsibilities and Content Ownership

3.1 Your Responsibility for Approved Content

YOU ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR ALL APPROVED RESPONSES PUBLISHED TO ANY REVIEW PLATFORM.

By approving an AI-Generated Response, you represent and warrant that:

• You have reviewed the response and confirm it is accurate, appropriate, and compliant with the policies of the applicable Review Platform;
• The response does not contain false statements, misleading information, defamatory content, or content that violates any applicable law;
• You have the authority to publish the response on behalf of your business;
• The response complies with any industry-specific regulations applicable to your business (including, without limitation, regulations governing healthcare, legal, and financial services providers).

3.2 Accuracy of Business Information

You are responsible for the accuracy and completeness of all business context information you provide to the Platform, including staff names, specialties, warranties, and service descriptions. Concierly uses this information to generate AI responses. Inaccurate business context may result in inaccurate AI suggestions. You must promptly update your business context when any information changes.

3.3 Content You Submit

You retain all ownership rights to Client Content you submit to the Platform. By submitting Client Content, you grant Concierly a limited, non-exclusive, royalty-free license to use, process, and transmit that content solely for the purpose of providing the Services to you. We do not use your Client Content to train AI models without your explicit consent.

3.4 Prohibited Uses

You agree not to use the Platform to:

• Generate or publish false, misleading, or defamatory review responses;
• Impersonate any person or entity or misrepresent your affiliation with any person or entity;
• Violate any applicable law, regulation, or third-party platform terms of service;
• Engage in any form of review manipulation, fake review generation, or any practice that violates the policies of any Review Platform;
• Transmit any content that is harassing, abusive, hateful, or discriminatory;
• Attempt to circumvent, disable, or interfere with security features of the Platform;
• Use the Platform for any purpose other than legitimate business reputation management.

4. Limitation of Liability — AI-Generated Content

4.1 Nature of AI Suggestions

The Platform uses artificial intelligence to generate response drafts. AI-Generated Responses are suggestions only. They may contain errors, inaccuracies, inappropriate language, or content that does not accurately reflect your business, services, or situation. Concierly does not guarantee the accuracy, completeness, appropriateness, or fitness for purpose of any AI-Generated Response.

4.2 No Liability for Approved Responses

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CONCIERLY SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY LOSS, DAMAGE, CLAIM, OR CONSEQUENCE ARISING FROM OR RELATED TO ANY APPROVED RESPONSE PUBLISHED ON ANY REVIEW PLATFORM.

This includes but is not limited to:

• Reputational harm arising from the content of a published response;
• Claims by third parties (including customers, Review Platforms, or regulatory bodies) relating to the content of a published response;
• Legal proceedings, regulatory investigations, or enforcement actions relating to published response content;
• Loss of business, revenue, or goodwill arising from any published response;
• Platform-imposed penalties, suspensions, or removals arising from response content.

You approved the content. The liability rests with you.

4.3 General Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CONCIERLY'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO CONCIERLY IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IN NO EVENT SHALL CONCIERLY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, EVEN IF CONCIERLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

4.4 Indemnification

You agree to indemnify, defend, and hold harmless Concierly, its officers, directors, employees, agents, and contractors from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• Your use of the Services;
• Any Approved Response published on any Review Platform;
• Your violation of these Terms;
• Your violation of any applicable law or regulation;
• Your violation of any third-party rights, including Review Platform terms of service;
• Any false or inaccurate business information you provided to the Platform.

5. Data, Privacy, and Third-Party Processing

5.1 Data We Collect and Process

By using the Platform, you acknowledge that Concierly collects and processes:

• Business owner personally identifiable information (name, email address, telephone number);
• Business information (shop name, location, staff names, services, specialties);
• Customer review text submitted to or retrieved by the Platform;
• AI-Generated Responses and Approved Responses;
• Account activity and audit logs.

5.2 Third-Party Data Processors

You acknowledge and consent to Concierly transmitting Client Content to the following third-party processors as necessary to provide the Services:

• Anthropic, Inc. — AI model provider. Review text (with customer last names removed) is transmitted to Anthropic's API to generate response drafts. Anthropic's data processing practices are governed by Anthropic's terms and privacy policy.
• Twilio Inc. — SMS delivery provider. Your registered mobile number and approval notification content are transmitted via Twilio's platform.
• Resend Inc. — Transactional email provider. Your email address and email notification content are transmitted via Resend's platform.
• Amazon Web Services (AWS) — Cloud infrastructure. All Platform data is stored on AWS infrastructure in the ca-central-1 (Canada) region.
• Stripe, Inc. — Payment processing. Billing and payment card data is processed by Stripe. Concierly does not store payment card details.
• Google LLC — Where you authorize connection to Google Business Profile, review data and response content are transmitted via Google's API. We also use the Google Maps Places API to look up and verify business location information.

Concierly takes reasonable steps to ensure these processors maintain appropriate security and privacy standards. However, Concierly is not responsible for the independent data practices of these third parties.

5.3 Data Residency

All Platform data is stored in AWS's ca-central-1 (Montreal, Canada) region. Concierly operates in compliance with the Personal Information Protection and Electronic Documents Act (PIPEDA) and takes data residency seriously.

5.4 Data Deletion

You may request complete deletion of your account and all associated data at any time by contacting privacy@concierly.co. Upon a valid deletion request, Concierly will permanently delete your data within 30 days. Certain records may be retained for legally required periods. Our full Privacy Policy is available at app.concierly.co/privacy.

6. Subscriptions, Billing, and Trials

6.1 Free Trial

Concierly may offer a free trial period to new Clients. The trial period begins on the date you complete account setup, including the provision of a valid payment method. At the conclusion of the trial period, your subscription will automatically convert to a paid plan and the payment method on file will be charged unless you cancel before the trial expires.

6.2 Subscription Fees

Subscription fees are charged monthly in advance to the payment method on file. Concierly reserves the right to modify subscription pricing upon 30 days' written notice to you. Continued use of the Services after the effective date of a price change constitutes your acceptance of the new pricing.

6.3 Plan Tiers and Location Limits

Concierly offers subscription tiers that vary in price and included functionality, including the number of business locations covered under a single subscription, as described on our Pricing page at the time of signup. Where a tier includes multi-location support, the number of locations included is limited to the amount specified for that tier on the Pricing page. Adding locations beyond a tier's included limit requires a higher-tier subscription or a separate add-on fee, as made available by Concierly. Concierly may update tier names, included location limits, and associated pricing from time to time; the limits and pricing in effect for your account are those reflected in your account dashboard and the Pricing page at the time of any change to your subscription.

6.4 Cancellation

You may cancel your subscription at any time. Cancellation takes effect at the end of the current billing period. No refunds are issued for partial billing periods except where required by applicable law. Following cancellation, your access to the Platform will continue until the end of the paid period, after which access will be suspended.

6.5 Failed Payments and Suspension

If a payment fails, Concierly will attempt to collect payment and notify you. If payment cannot be collected, your account may be suspended. All data is retained during suspension. Accounts remaining suspended for 90 days without payment resolution may be subject to data deletion following advance notice.

6.6 Billing-Exempt Accounts

Certain accounts may be designated as billing-exempt by Concierly at its sole discretion, typically for beta testing, pilot programs, or promotional purposes. Billing-exempt status may be revoked upon 14 days' notice, at which point standard subscription terms apply.

7. Platform Availability and Service Levels

Concierly will use commercially reasonable efforts to maintain Platform availability. However, Concierly does not guarantee uninterrupted or error-free operation of the Services. Scheduled maintenance, unscheduled outages, third-party service failures (including Review Platform API changes or outages), and force majeure events may affect Platform availability. Concierly shall not be liable for any losses arising from Platform unavailability.

Concierly reserves the right to modify, update, or discontinue any feature of the Platform upon reasonable notice. Material changes to core functionality will be communicated with at least 14 days' advance notice.

8. Third-Party Review Platforms

The Platform integrates with third-party Review Platforms (such as Google Business Profile). Your use of such integrations is subject to the terms of service of those platforms. Concierly is not affiliated with, endorsed by, or responsible for any Review Platform. Changes to Review Platform APIs, policies, or terms may affect Platform functionality. Concierly will use reasonable efforts to maintain compatibility but cannot guarantee continued integration where a Review Platform changes its systems or restricts access.

You are responsible for ensuring your use of the Platform complies with the terms of service of all Review Platforms on which you publish responses.

9. Intellectual Property

9.1 Platform IP

The Platform, including all software, algorithms, AI models, user interfaces, documentation, and all related intellectual property, is owned by or licensed to Concierly. These Terms do not grant you any intellectual property rights in the Platform beyond the limited right to use the Services during your subscription.

9.2 AI-Generated Content

AI-Generated Responses are generated based on your Client Content and business context. Upon your approval and publication of an AI-Generated Response, you own that published content. Concierly does not claim ownership of Approved Responses.

9.3 Feedback

If you provide feedback, suggestions, or ideas about the Platform, you grant Concierly a perpetual, irrevocable, royalty-free license to use such feedback for any purpose without obligation to you.

10. Confidentiality

Each party agrees to keep confidential all non-public information disclosed by the other party in connection with these Terms that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. This obligation does not apply to information that is or becomes publicly available through no fault of the receiving party, or that is independently developed by the receiving party.

11. Termination

11.1 Termination by You

You may terminate your subscription at any time by contacting Concierly or through the subscription management interface in the Platform.

11.2 Termination by Concierly

Concierly may suspend or terminate your access to the Platform immediately upon notice if:

• You materially breach these Terms and fail to cure such breach within 7 days of written notice;
• You use the Platform for any unlawful purpose or in violation of any applicable law;
• You engage in conduct that could expose Concierly to legal liability or reputational harm;
• You fail to make required payments.

11.3 Effect of Termination

Upon termination, your right to access and use the Services ceases immediately. Concierly will retain your data for 90 days following termination, during which you may request data export. After 90 days, data will be deleted subject to any legally required retention periods. Sections 3, 4, 5, 9, 10, and 12 survive termination.

12. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

Any dispute arising out of or relating to these Terms or the Services shall first be subject to good-faith negotiation between the parties. If the dispute is not resolved within 30 days of written notice, it shall be submitted to binding arbitration in accordance with the rules of the ADR Institute of Canada. The arbitration shall be conducted in English in the Province of Ontario. The arbitrator's decision shall be final and binding. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION AGAINST CONCIERLY.

13. General Provisions

13.1 Entire Agreement

These Terms, together with the Privacy Policy and any order forms or subscription agreements, constitute the entire agreement between you and Concierly regarding the Services and supersede all prior agreements and understandings.

13.2 Amendment

Concierly reserves the right to amend these Terms at any time. Material changes will be communicated with at least 14 days' advance notice via email or in-Platform notification. Your continued use of the Services after the effective date of changes constitutes your acceptance of the updated Terms.

13.3 Severability

If any provision of these Terms is found to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.

13.4 No Waiver

Failure by either party to enforce any provision of these Terms shall not constitute a waiver of that party's right to enforce such provision in the future.

13.5 Assignment

You may not assign or transfer your rights or obligations under these Terms without Concierly's prior written consent. Concierly may assign these Terms without restriction in connection with a merger, acquisition, or sale of all or substantially all of its assets.

13.6 Force Majeure

Concierly shall not be liable for any delay or failure to perform its obligations under these Terms where such delay or failure results from causes beyond Concierly's reasonable control, including but not limited to acts of God, natural disasters, pandemic, government action, third-party service failures, or internet infrastructure failures.

13.7 Notices

Notices to Concierly under these Terms should be directed to legal@concierly.co. Concierly will provide notices to you via the email address registered on your account.

13.8 Language

The parties have expressly requested that these Terms and all related documents be drafted in English. Les parties ont expressément demandé que ces conditions et tous les documents connexes soient rédigés en anglais.