Last updated: March 2026
The HappyFace AI platform ("Service") is operated by Utili Software Limited, a company registered in England and Wales (company number 09315858), trading as "HappyFace". Our registered office address is 124 City Road, London, England, EC1V 2NX.
All references to "HappyFace", "Company", "we", "us", or "our" in these Terms refer to Utili Software Limited.
By accessing or using the HappyFace AI platform ("Service"), you agree to be bound by these Terms and Conditions ("Terms"). If you do not agree to these Terms, you must not access or use the Service.
These Terms constitute a legally binding agreement between you ("User", "you", or "your") and Utili Software Limited, trading as HappyFace ("Company", "we", "us", or "our"). We reserve the right to modify these Terms at any time without prior notice. Your continued use of the Service following any changes constitutes acceptance of those changes.
IMPORTANT: THIS SERVICE IS PROVIDED EXCLUSIVELY FOR BUSINESS USE. BY ACCESSING OR USING THE SERVICE, YOU CONFIRM THAT YOU ARE ACTING IN THE COURSE OF YOUR BUSINESS, TRADE, OR PROFESSION AND NOT AS A CONSUMER.
You represent and warrant that you are entering into these Terms on behalf of a business entity or in your capacity as a business professional, and that you have the authority to bind such entity to these Terms. Consumer protection legislation, including but not limited to the Consumer Rights Act 2015, does not apply to this agreement.
HappyFace provides an artificial intelligence platform that includes AI-powered voice agents, automation tools, and related services. The Service utilises third-party artificial intelligence technologies and infrastructure providers.
You acknowledge and accept that AI technology is inherently unpredictable and may produce unexpected, inaccurate, incomplete, or inappropriate outputs. The Service is provided on an "as is" and "as available" basis.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO:
We make absolutely no guarantee that the AI will perform correctly, accurately, or as expected at any time. AI outputs may contain errors, hallucinations, inaccuracies, or inappropriate content.
The Service relies upon and integrates with various third-party services, including but not limited to artificial intelligence providers, cloud infrastructure providers, telecommunications services, and other technology platforms.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT:
AS THIS IS A BUSINESS-TO-BUSINESS AGREEMENT, THE CONSUMER RIGHTS ACT 2015 DOES NOT APPLY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
THE COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY:
IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED POUNDS STERLING (£100).
This limitation of liability applies regardless of the legal theory upon which the claim is based, whether in contract, tort (including negligence), strict liability, or otherwise, and even if we have been advised of the possibility of such damages.
You agree to indemnify, defend, and hold harmless the Company, its directors, officers, employees, agents, partners, suppliers, and affiliates from and against any and all claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of any applicable laws or regulations; (d) your reliance on AI-generated content or outputs; (e) any content you submit, post, or transmit through the Service; or (f) your violation of any rights of any third party.
Access to certain features of the Service requires a paid subscription. By subscribing, you agree to the following:
BY SUBSCRIBING, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT ALL PAYMENTS ARE FINAL AND NON-REFUNDABLE, AND YOU WAIVE ANY RIGHT TO DISPUTE CHARGES OR REQUEST REFUNDS.
You agree that you shall:
You acknowledge that you are solely responsible for all consequences arising from your use of the Service and any AI-generated content.
The Service includes features that allow you to initiate outbound telephone calls and other communications to contacts you designate. BY USING THESE FEATURES, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT:
THE COMPANY SHALL NOT BE LIABLE FOR ANY CLAIMS, DAMAGES, FINES, PENALTIES, OR LOSSES ARISING FROM YOUR FAILURE TO OBTAIN PROPER CONSENT OR YOUR VIOLATION OF ANY APPLICABLE LAWS OR REGULATIONS REGARDING OUTBOUND COMMUNICATIONS.
You agree to indemnify and hold harmless the Company from any claims, actions, or proceedings brought by any third party, regulatory authority, or government agency arising from or relating to your use of the outbound communication features of the Service.
All intellectual property rights in the Service, including but not limited to software, algorithms, designs, text, graphics, logos, and trademarks, are owned by or licensed to the Company. Nothing in these Terms grants you any rights to use our intellectual property except as expressly permitted.
You retain ownership of any content you submit to the Service. However, by submitting content, you grant us a worldwide, non-exclusive, royalty-free licence to use, reproduce, modify, and display such content for the purpose of providing and improving the Service.
We reserve the right to suspend or terminate your access to the Service at any time, for any reason or no reason, with or without notice, including but not limited to:
Upon termination, your right to use the Service will immediately cease. All provisions of these Terms which by their nature should survive termination shall survive, including but not limited to limitation of liability, indemnification, and dispute resolution provisions. No refunds will be provided upon termination.
We reserve the right to modify, suspend, or discontinue the Service (or any part thereof) at any time, temporarily or permanently, with or without notice. You agree that we shall not be liable to you or any third party for any modification, suspension, or discontinuance of the Service.
We shall not be liable for any failure or delay in performing our obligations under these Terms where such failure or delay results from circumstances beyond our reasonable control, including but not limited to: acts of God, natural disasters, war, terrorism, civil unrest, government actions, pandemic, epidemic, power failures, internet or telecommunications failures, third-party service outages, cyberattacks, or any other event beyond our reasonable control.
Any dispute, controversy, or claim arising out of or relating to these Terms or the Service shall first be attempted to be resolved through good faith negotiation between the parties for a period of thirty (30) days.
If the dispute cannot be resolved through negotiation, it shall be finally resolved by binding arbitration in accordance with the rules of the London Court of International Arbitration (LCIA). The arbitration shall be conducted in London, England, and the language of the arbitration shall be English.
YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. You waive any right to participate in class actions or class-wide arbitration.
These Terms shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law principles. Subject to the arbitration provisions above, the courts of England and Wales shall have exclusive jurisdiction over any disputes arising under these Terms.
If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of these Terms, which shall remain in full force and effect. The invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the original intent.
These Terms, together with our Privacy Policy and any other legal notices or agreements published by us on the Service, constitute the entire agreement between you and the Company concerning the Service and supersede all prior or contemporaneous communications, proposals, and agreements, whether oral or written.
Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by the Company.
You may not assign or transfer these Terms or your rights or obligations hereunder without our prior written consent. We may freely assign or transfer these Terms without restriction. Any attempted assignment in violation of this section shall be void.
If you have any questions about these Terms, please contact us at:
Email: legal@happyface.ai
By using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.