These Terms of Service (the “Terms”) are an agreement between Trenchant Labs LLC, a Kansas limited liability company (“Trenchant”, “we”, “us”), and the organisation that accepts them (“Customer”, “you”). They govern your use of the Trenchant Countersign cloud service (the “Service”). The person accepting them confirms they have authority to bind the Customer.
1. Definitions
- Customer Data: data you or your users submit to the Service, including tickets, configuration items, attachments and the records the Service writes about your use of it.
- Seat: a named person permitted to sign in to the Service's console. People who only raise and follow their own requests through the portal or a support page are Portal Users and are not Seats.
- Order: the plan, number of Seats and term you select online or in a signed order form.
- Model Provider: the AI model provider whose credential you supply to the Service.
2. The Service
We provide the Service as described on our website and in its documentation, which we may improve over time. We will not materially reduce the core functionality of a plan during a paid term. Features described as planned or on a roadmap are not part of the Service until released.
3. Accounts and Seats
You are responsible for your users, for keeping credentials confidential, and for every action taken under your accounts, including actions an AI agent takes on behalf of one of your users. Seats may not be shared between people. You may reassign a Seat when a person leaves.
4. Trial
A free trial lasts 14 days from the day your tenant is made available, unless we agree otherwise in writing. No payment details are needed for a trial. At the end of the trial, the Service is suspended unless you place an Order. Customer Data from a trial that does not convert is deleted [N days] after the trial ends. A trial is provided “as is” without any commitment on availability or support.
5. Fees, billing and taxes
- The Standard plan is US$14.95 per Seat per month, billed monthly in advance, or billed annually in advance at the discount shown on the pricing page (currently two months free: US$149.50 per Seat per year).
- Seats added mid-term are charged pro rata to the end of the current billing period. Seats removed take effect at the next renewal.
- Fees exclude taxes. You pay applicable sales, use, value-added and similar taxes, other than taxes on our income.
- Invoices are due within [N days]. We may suspend the Service for invoices more than [N days] overdue after written notice.
- We may change prices on [N days] notice, effective at your next renewal.
- Charges from your Model Provider for AI usage are between you and that provider and are not part of our fees.
6. AI features
The Service can run AI agents that read ticket content and propose actions. You choose whether to switch agent features on. When they run:
- Ticket content and related context are sent to your Model Provider using the credential you supply, under your own agreement with that provider.
- An agent acts for a named user and with no more permission than that user holds. Where you configure a step to require confirmation, nothing an agent proposes takes effect until a person confirms it. Where you configure a step not to require confirmation, you accept that the agent's proposal takes effect automatically.
- AI output can be incomplete or wrong. You are responsible for reviewing it and for the decisions your users make.
7. Customer Data
You own Customer Data. You grant us a limited right to host, process and transmit it only to provide, secure and support the Service and as described in our Data Processing Addendum, which forms part of these Terms where data protection law applies. We do not sell Customer Data and do not use it to train AI models.
8. Acceptable use
You will not, and will not permit anyone to:
- use the Service in breach of law or to infringe anyone's rights;
- upload malware or attempt to gain unauthorised access to the Service or another customer's data;
- load-test, scan or probe the Service except under our vulnerability disclosure policy;
- resell or provide the Service to third parties except to your own Portal Users;
- submit special category or health data unless we have agreed in writing that the Service is suitable for it;
- reverse engineer the Service except where law permits despite this restriction.
9. Security and confidentiality
We maintain the technical and organisational measures described in the Data Processing Addendum. Each party will protect the other's confidential information with reasonable care, use it only for this agreement, and disclose it only to people who need it and are bound to keep it confidential, or where law requires.
10. Support and availability
Standard support is by email to support@trenchantlabs.com, Monday to Friday, 9:00 to 17:00 US Central time, excluding US federal holidays, with a target first response within one business day. We aim for [availability target] monthly availability, excluding scheduled maintenance announced in advance. [Decide whether service credits apply.]
11. Term, suspension and termination
- Monthly Orders renew monthly and annual Orders renew yearly until cancelled. You may cancel effective at the end of the current billing period.
- Either party may terminate for material breach not cured within [30 days] of written notice.
- We may suspend access immediately where needed to prevent harm to the Service or to others, and will tell you why.
- After termination you may export Customer Data for [30 days]; we then delete it from the Service, and from backups as they expire within [N days], except where law requires us to keep it.
12. Warranties and disclaimers
We warrant that the Service will perform materially as described in its documentation during a paid term. Your remedy for breach of this warranty is for us to correct the issue or, if we cannot, to terminate and refund prepaid fees for the remaining term.
The Service supports controls and records evidence of their operation. It does not make you compliant, certified or conformant with any standard or law, and nothing in the Service or our materials should be read as a statement that it does. Except as stated in this section, the Service is provided without other warranties, express or implied, to the extent law allows.
13. Limitation of liability
[Counsel to draft.] Placeholder position: neither party is liable for indirect or consequential loss, or lost profits, revenue or data; each party's total liability is capped at [CAP, e.g. fees paid in the 12 months before the claim]; the exclusions and cap do not apply to [carve-outs, e.g. payment obligations, indemnities, breach of confidentiality].
14. Indemnities
[Counsel to draft.] Placeholder position: we defend you against third-party claims that the Service infringes intellectual property rights; you defend us against third-party claims arising from Customer Data or your breach of section 8.
15. General
- Governing law: the laws of [STATE / COUNTRY]; courts of [VENUE].
- We may update these Terms on [N days] notice by email or in the Service; material changes take effect at your next renewal.
- Neither party may assign this agreement without consent, except to a successor of its business.
- Notices to us: [legal@trenchantlabs.com and postal address].
- This agreement, any Order and the Data Processing Addendum are the entire agreement on their subject.