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Fizz End User Licence Agreement

Version 1.3 · Published July 2026

This End User Licence Agreement ("EULA") sets out the terms and conditions under which HappyPath Labs Limited, an Irish limited company (company number 713569), registered at 1st Floor, Unit C, West Cork Business & Technology Park, Clonakilty, Co. Cork, P85 RV08, Ireland ("HappyPath"), provides access to the Fizz® software platform and associated services to the customer identified in the applicable Order Form or Statement of Work ("Customer").

1. Contract Structure and Incorporation

1.1 This EULA forms part of a contractual framework comprising:

  • (a) this EULA (the master legal terms);
  • (b) one or more Order Forms and/or Statements of Work ("SoWs") setting out commercial details, scope, and pricing;
  • (c) the Service Level Agreement ("SLA"); and
  • (d) the Data Processing Agreement ("DPA").

1.2 The SLA and DPA are incorporated into this EULA by reference and form an integral part of the Agreement between the parties.

1.3 If there is any conflict between the documents listed in Clause 1.1, the following order of precedence applies:

  • (a) the Order Form or SoW;
  • (b) this EULA;
  • (c) the SLA; and
  • (d) the DPA.

1.4 The SLA and DPA may be updated from time to time to reflect operational improvements, security enhancements, or changes in applicable law. Any such updates shall not materially reduce the level of service, security, or data protection provided to the Customer during the applicable Subscription Term. HappyPath shall provide the Customer with at least thirty (30) days' prior written notice of any material update to the SLA, and at least sixty (60) days' prior written notice of any material update to the DPA. If a proposed update to the DPA would materially and adversely affect the Customer's rights, the Customer may, within the notice period, give written notice to terminate the affected Order Form without penalty, such termination to take effect no earlier than the date the update would come into force.

1.5 Each Order Form or SoW incorporates this EULA by reference. Together, the applicable documents form a single agreement between the parties (the "Agreement").

1.6 Acceptance. This EULA is accepted by the Customer through any of the following: execution of an Order Form or Statement of Work that incorporates it; use of the Fizz service; or subscription through the AWS Marketplace or another authorised online sales channel.

2. Licence Grant and Scope

2.1 Subject to payment of applicable fees, HappyPath grants the Customer a non-exclusive, non-transferable, non-sublicensable right to access and use Fizz during the applicable Subscription Term solely for the Customer's internal business purposes.

2.2 Fizz processes Customer interaction content (including voice recordings, transcripts, chat messages, email content, and ticket content and associated metadata) to produce quality assurance outcomes, interaction analytics, and insights. This processing includes, without limitation, automated transcription, sensitive data detection and redaction, sentiment analysis derived solely from redacted transcript text, soft-skills assessment of agents, interaction categorisation and entity extraction, and generation of structured evaluation outputs and summaries, in each case according to the module(s) licensed under the applicable Order Form. A full technical description of the processing pipeline and associated data handling controls is set out in the Fizz Security Overview, a descriptive document which HappyPath maintains and updates in accordance with its information security management system and which does not form part of the Agreement. QA Platform Licences are required only for agents or users whose interactions are subject to quality assurance review within Fizz. QA Platform Licences enable manual QA, automated QA (where the applicable module is licensed), and access to business insights for those agents under review. Users accessing reporting, dashboards, configuration, administration, or insights relating to QA'd agents do not require a QA Platform Licence, unless otherwise specified in the applicable Order Form.

2.3 The Customer shall not, and shall not permit any third party to:

  • (a) copy, modify, or create derivative works of Fizz;
  • (b) reverse engineer, decompile, or otherwise attempt to extract the source code of Fizz;
  • (c) resell, rent, lease, or sublicense Fizz; or
  • (d) use Fizz for competitive analysis or for the development of a competing product or service.

3. Usage, Service Limits, and Pricing

3.1 Pricing and fees are defined exclusively in the applicable Order Form or SoW.

3.2 Fizz pricing may include:

  • (a) per-agent subscription charges for the Core QA module (Module 1: manual quality evaluation), tiered by agent headcount ("QA Platform Licences");
  • (b) usage-based charges for the Fizz Intelligence module (Module 2: AI-driven interaction analysis), calculated per minute of voice analysed and per token of digital content analysed, tiered by monthly volume;
  • (c) charges for the optional Auto-QA module (Module 3: automated quality evaluation), which requires Modules 1 and 2, calculated on the per-unit basis set out in the applicable Order Form; and
  • (d) any commitment-based discount or minimum commitment set out in the Order Form. Tiered pricing is graduated, meaning each slice of usage is charged at its own tier rate.

3.3 Usage of Fizz may be subject to reasonable service or usage limits as set out in the Order Form, SoW, or product documentation. Such limits are designed to ensure platform stability and fair usage.

3.4 Fees are calculated based on usage data recorded by HappyPath's systems.

3.5 Unless otherwise stated, all fees are exclusive of VAT or applicable taxes.

3.6 Marketplace subscriptions. Where the Customer subscribes to Fizz through the AWS Marketplace or another authorised online sales channel, billing, payment, and invoicing shall be handled by that marketplace operator under its own agreement with the Customer. All other rights and obligations of the parties in respect of the Fizz service, including provisioning, service levels, data protection, licence scope, and warranties, remain governed by this EULA, the SLA, and the DPA. If any conflict arises between the terms of the marketplace operator and this EULA in respect of the Fizz service itself, this EULA shall prevail, except in matters of billing and payment, which shall be governed by the marketplace operator's terms.

4. Term and Termination

4.1 Each Order Form or SoW specifies its own Subscription Term.

4.2 Either party may terminate this Agreement with written notice if the other party:

  • (a) materially breaches the Agreement and fails to remedy the breach within thirty (30) days of written notice; or
  • (b) becomes insolvent or ceases trading.

4.3 HappyPath may suspend access to Fizz if undisputed fees remain unpaid for sixty (60) days following written notice.

4.4 Upon termination:

  • (a) all licences and access to Fizz shall immediately cease;
  • (b) the Customer shall pay all outstanding fees up to the effective date of termination; and
  • (c) upon the Customer's written request made within thirty (30) days following termination, HappyPath shall provide the Customer with an export of Customer Data in a commonly used, machine-readable format. Following the expiry of that period, Customer Data shall be securely deleted, unless otherwise required by law or the DPA.

5. Customer Responsibilities

5.1 The Customer is responsible for:

  • (a) maintaining secure access credentials and user controls;
  • (b) ensuring all use of Fizz complies with this Agreement and applicable laws; and
  • (c) the accuracy, quality, and legality of all data uploaded to or processed within Fizz. For the purposes of this Agreement, "Customer Data" has the meaning given in Clause 1 of the DPA, and includes both data uploaded to or processed within Fizz by or on behalf of the Customer and outputs generated by Fizz that are specifically attributable to the Customer's agents or interactions (such as quality assurance scores, evaluations, sentiment scores, and analytical insights).

5.2 The Customer shall not use Fizz to process special category or sensitive personal data unless expressly agreed in writing and covered by the DPA.

6. Data Protection

6.1 For the purposes of data protection law, the Customer acts as data controller and HappyPath acts as data processor in respect of Customer Data processed within Fizz.

6.2 Data protection obligations, including processing scope, security measures, subprocessors, and international transfers, are governed by the DPA.

6.3 HappyPath shall not use Customer Data to train any AI, machine learning, or foundation models, whether general-purpose, third-party, or proprietary to HappyPath. This restriction applies to all Customer Data in its original form, to any derivatives of Customer Data that could reasonably be linked back to the Customer or any identifiable individual, and to any prompts and outputs exchanged with AI inference services used by Fizz. HappyPath may use aggregated, anonymised, or de-identified data that cannot reasonably be linked back to the Customer or any identifiable individual for service improvement, benchmarking, and operational analytics.

7. Intellectual Property

7.1 All intellectual property rights in Fizz, including all enhancements, configurations, and derivative works, remain the exclusive property of HappyPath and its licensors.

7.2 The Customer retains all rights in Customer Data and grants HappyPath a limited, non-exclusive licence to process such data solely for the purpose of providing Fizz and related services.

8. Confidentiality

8.1 Each party shall keep confidential all non-public information disclosed by the other party and use such information solely for the purposes of performing this Agreement.

8.2 Confidentiality obligations survive termination for a period of three (3) years.

9. Warranties and Disclaimers

9.1 HappyPath warrants that Fizz shall operate materially in accordance with its published documentation and that services shall be performed with reasonable skill and care.

9.2 Except as expressly stated, Fizz is provided "as is" and HappyPath disclaims all other warranties, whether express, implied, or statutory.

10. Limitation of Liability

10.1 Neither party shall be liable for any indirect, incidental, consequential, or special damages.

10.2 HappyPath's total aggregate liability shall not exceed the total fees paid by the Customer under the applicable Order Form during the twelve (12) months preceding the event giving rise to the claim.

10.3 The limitations of liability in this Clause 10 are subject to any liability carve-outs expressly set out in the DPA (including those in Clause 12.1 of the DPA relating to wilful misconduct, material violation of international transfer obligations, and administrative fines allocated to HappyPath by a final governmental order). Nothing in this Clause 10 shall operate to limit or exclude liability that cannot be limited or excluded under applicable law.

11. Support and Service Levels

Support services, availability commitments, maintenance windows, and service credits are defined in the SLA.

11A. AI-Generated Outputs

11A.1 Fizz uses AI and machine learning techniques to produce outputs including transcripts, redactions, sentiment scores, soft-skills assessments, quality assurance evaluations, summaries, and analytical insights (together, "AI-Generated Outputs").

11A.2 AI-Generated Outputs are intended as decision-support for the Customer's own personnel. They are probabilistic in nature and may contain errors, omissions, or inaccuracies. The Customer is responsible for ensuring that AI-Generated Outputs are reviewed by a suitably qualified person before being relied upon for any decision that materially affects an individual, including agent performance management, disciplinary action, hiring or termination, or any decision with legal, regulatory, or financial consequences. Fizz provides in-product controls to support this review, including the ability for a human evaluator to review, amend, override, or archive any automated evaluation, and configurable workflows for pre-release human review, including diversion of sensitive outcomes to a human reviewer. The configuration of these controls, including whether automated evaluations are released directly or held for human review, is determined by the Customer.

11A.3 HappyPath warrants that Fizz's AI processing is designed and operated with reasonable skill and care, and that the underlying AI infrastructure is sourced from a managed cloud service with industry-standard controls. HappyPath does not warrant that AI-Generated Outputs will be free from error or suitable for any particular purpose, and makes no warranty as to specific accuracy levels for transcription, sentiment, or other analytical outputs.

11A.4 The technical architecture of the AI processing pipeline, including data residency and data handling controls, is described in the Fizz Security Overview, a descriptive document which HappyPath maintains and updates in accordance with its information security management system and which does not form part of the Agreement.

11B. Certifications and Audit Reports

11B.1 HappyPath maintains ISO/IEC 27001 certification covering the scope of services relevant to this Agreement and shall use reasonable efforts to maintain that certification throughout the Subscription Term.

11B.2 Upon reasonable written request, and no more frequently than once in any twelve (12) month period, HappyPath shall make available to the Customer (under a reasonable confidentiality undertaking) a copy of its most recent ISO/IEC 27001 certificate, a summary of its most recent penetration testing results, and written responses to reasonable security or due-diligence questionnaires. Detailed audit rights relating to the processing of Personal Data are set out in the DPA.

12. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Ireland, and the courts of Ireland shall have exclusive jurisdiction.

13. General

13.1 No variation of this Agreement shall be valid unless agreed in writing by authorised representatives of both parties, except as expressly permitted under Clause 1.4.

13.2 Neither party may assign this Agreement without the other party's prior written consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets.

13.3 Notices to the Customer shall be given in writing to the addresses specified in the applicable Order Form or SoW.

13.4 Notices to HappyPath may be sent by post to the registered address set out in the opening paragraph of this EULA or by email to privacy@happypathlabs.com marked for the attention of the Legal team.

This EULA is effective as of the Effective Date set out in the first Order Form executed under it.

Version 1.3. Published July 2026. Previous versions available on request from privacy@happypathlabs.com.