Terms of Use

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In these Terms and Conditions (the “Terms”), unless the context otherwise requires, the following expressions shall have the following meanings:

“Acceptable Use Policy” means the restrictions on use of the Services set out in clause 8.

“AI Receptionist” means the Company’s automated, artificial-intelligence-enabled system designed to answer inbound telephone calls, respond to caller queries, and create, cancel or reschedule bookings.

“Business Day” means any day other than a Saturday, Sunday or public holiday in England.

“Charges” means all fees payable by the Customer to the Company in connection with the Services, including Fixed Charges and Usage Charges.

“Commencement Date” means the date on which the Customer is first granted access to the Services or first uses the Services, whichever occurs earlier.

“Company” means Smart Systems Automation Limited, a company incorporated in England and Wales (company number 16897117).

“Contract” means these Terms together with any proposal, order form, quotation, invoice or written agreement issued by the Company and accepted by the Customer.

“Customer” means the business entity entering into the Contract with the Company.

"Customer Data" means all data, content, recordings, transcripts, email and WhatsApp communications, lead information and materials provided to, generated by or processed through the Services on behalf of the Customer, including personal data relating to callers, message recipients and leads.

“Fixed Charges” means recurring subscription fees payable in advance or arrears, as applicable.

"Lead Qualification Services" means the Company's automated services for callback initiation, call transcription and summarization, lead scoring, and lead routing functionality.

"Message Automation Services" means the Company's automated communication workflow services including outbound sales sequences via email and WhatsApp, follow-up automation, engagement tracking and related functionality.

"Services" means the automated workflow services provided by the Company, including AI Receptionist, Email Automation Services, Lead Qualification Services and any associated analytics or reporting functionality.

“Third-Party Services” means services, software or infrastructure provided by third parties upon which the Services rely.

"Usage Charges" means variable charges calculated by reference to usage of the Services in excess of any included allowance, including by reference to call duration, minutes processed, emails sent, WhatsApp messages sent or other usage metrics.

1.2 Interpretation

1.2.1 References to clauses are to clauses of these Terms unless otherwise stated.
1.2.2 Words in the singular include the plural and vice versa.
1.2.3 References to legislation include all amendments, replacements and re-enactments.
1.2.4 Headings are for convenience only and do not affect interpretation.

2. BASIS OF CONTRACT

2.1 Application of Terms

2.1.1 These Terms apply to all Contracts for the provision of Services by the Company to the Customer to the exclusion of any other terms that the Customer seeks to impose or incorporate.

2.1.2 No terms endorsed upon, delivered with or contained in the Customer’s purchase order, confirmation of order or other document shall form part of the Contract.

2.2 Formation of Contract

A legally binding Contract shall come into existence upon the earliest of:

a) the Customer signing or otherwise accepting a proposal or order form issued by the Company;
b) the Company issuing an invoice to the Customer; or
c) the Customer accessing or using the Services.

2.3 Business-to-Business Use

The Customer acknowledges and agrees that:

a) the Services are supplied business-to-business only;
b) the Customer is not acting as a consumer; and
c) no rights under consumer protection legislation apply.

3. COMMENCEMENT AND TERM

3.1 Commencement

The Contract shall commence on the Commencement Date.

3.2 Term

3.2.1 Unless otherwise expressly agreed in writing between the parties, the Contract shall continue on an open-ended rolling basis from the Commencement Date until terminated in accordance with these Terms.

3.2.2 Where the parties expressly agree in writing that the Services shall be provided for a fixed initial term of twelve (12) months (the “Initial Term”), the Contract shall continue for the duration of the Initial Term and shall thereafter:

a) automatically continue on a rolling basis unless terminated in accordance with these Terms; or
b) terminate at the end of the Initial Term,

as specified in the applicable order form, proposal, or written agreement.

3.2.3 Any fixed term, renewal mechanics, or minimum commitment shall apply only where expressly agreed in writing and shall not be implied by usage of the Services alone.

3.3 No Minimum Commitment

There is no minimum term or minimum spend commitment unless expressly agreed in writing.

 

3.4 Cooling Off Period

3.4.1 Where the Customer enters into a Fixed-Term Contract, the Customer shall have the right to cancel the Contract within fourteen (14) days of the Commencement Date (the "Cooling Off Period") without penalty.

3.4.2 To exercise the right of cancellation, the Customer must provide written notice to the Company before the expiry of the Cooling Off Period.

3.4.3 Notice may be given by email to the Company's registered contact address or via any other written communication method specified in the Contract.

3.5 Services Provided During Cooling Off Period

a) any refund due shall be processed within fourteen (14) days of receipt of the cancellation notice.

b) the Customer's access to the Services shall be terminated; and

c) any Usage Charges incurred up to the date of cancellation shall remain payable;

d) any Fixed Charges paid in advance shall be refunded in full, less any amounts payable under clause 3.5 (e)

e) any on boarding or setup fees will be non-refundable

f) the Contract shall terminate immediately upon receipt of the Customer's cancellation notice;

3.6 Where the Customer does not exercise the right to cancel within the Cooling Off Period, the Fixed-Term Contract shall continue in accordance with clause 3.2.2 and the Customer shall remain bound by the agreed Initial Term

 

4. SCOPE OF SERVICES

4.1 Description of Services

The Company shall provide automated workflow services which may include, without limitation:

a) answering inbound telephone calls using the AI Receptionist;
b) responding to general caller enquiries based on Customer-provided configuration;
c) creating, cancelling and rescheduling bookings;
d) routing or handling calls in accordance with defined workflows; and
e) optional analytics, reporting and usage insights;

f) initiating automated callbacks to potential customers;

g) transcribing and summarizing sales calls;

h) identifying and routing qualified leads to the Customer's sales team;

i) sending automated outbound sales emails and follow-up sequences;

j) tracking email and WhatsApp engagement and managing email workflows;

k) sending automated WhatsApp messages and follow-up sequences.

 

 

4.2 Nature of Services

4.2.1 The Services are technology-enabled and automated in nature.
4.2.2 The Services do not constitute human receptionist services.
4.2.3 The Services do not provide legal, medical, emergency or regulated advice.

4.3 Modifications to Services

The Company may:

a) modify, enhance or update the Services;
b) introduce new features or retire existing features; or
c) alter underlying technologies,

provided that such changes do not materially reduce the core functionality of the Services as a whole.

5. ONBOARDING, CONFIGURATION AND CHANGE CONTROL

5.1 Onboarding

5.1.1 The Company may provide onboarding or configuration assistance as agreed.
5.1.2 The Customer is responsible for supplying accurate, complete and lawful configuration instructions.

5.2 Configuration Responsibility

The Customer acknowledges that:

a) AI outputs depend on configuration and input data;
b) inaccurate configuration may result in incorrect outputs; and
c) the Company is not responsible for errors arising from Customer instructions.

5.3 Changes Requested by Customer

Any changes requested by the Customer may:

a) require additional Charges;
b) be subject to technical feasibility; and
c) be implemented at the Company’s discretion.

6. SERVICE STANDARD AND PERFORMANCE

6.1 Best-Efforts Basis

The Company shall use reasonable skill and care to provide the Services but does not guarantee uninterrupted availability, accuracy or performance.

6.2 No Service Level Agreement

Unless expressly agreed in writing:

a) no service level agreement applies;
b) no uptime guarantee is given; and
c) scheduled or unscheduled downtime may occur.

6.3 Dependencies

The Customer acknowledges that performance may be affected by:

a) telecommunications networks;
b) third-party infrastructure;
c) internet connectivity; and
d) factors outside the Company’s control.

7. CUSTOMER OBLIGATIONS

7.1 General Obligations

The Customer shall:

1. comply with all applicable laws and regulations, including marketing and data protection laws;

2. ensure all information provided is accurate and lawful;

3. use the Services only for legitimate business purposes;

4. supervise and review outputs generated by the Services.

7.2 Communication and Contact Obligations

The Customer is solely responsible for:

1. informing callers that calls may be recorded;

2. informing callers and email recipients that AI systems are used;

3. obtaining any required consents for marketing communications via email or WhatsApp;

4. maintaining appropriate opt-out mechanisms for email and WhatsApp communications;

5. ensuring email and WhatsApp recipient lists are lawfully obtained and processed;

6. handling enquiries relating to data protection and marketing preferences.

7.3 Verification and Review Responsibility

The Customer acknowledges that:

1. bookings and lead qualification may require verification;

2. AI responses and email content may require human review;

3. reliance on automated outputs is at the Customer's own risk.

8. ACCEPTABLE USE POLICY

8.1 Prohibited Uses

The Customer shall not use the Services:

1. for unlawful purposes;

2. to handle emergency, medical or legal matters;

3. to infringe intellectual property rights;

4.  to process offensive, abusive or illegal content;

5.  to reverse engineer or misuse the AI systems;

6. to contact individuals who have opted out or withdrawn consent;

7. to send unsolicited marketing communications (spam).

 

8.2 Security and Integrity

The Customer shall not:

a) interfere with system security;
b) attempt unauthorised access;
c) introduce malware or harmful code.

8.3 Suspension for Breach

The Company may suspend the Services immediately if it reasonably believes the Customer is in breach of this clause 8.

9. CHARGES, BILLING AND PAYMENT

9.1 Charges

9.1.1 In consideration for the provision of the Services, the Customer shall pay the charges agreed at the time of sale (the Charges) in accordance with this Contract.

9.1.2 The Charges may comprise:
a) Fixed Charges, being recurring subscription fees; and/or
b) Usage Charges, being variable fees calculated by reference to usage of the Services beyond any included minutes allowance.

9.1.3 Where a Hybrid billing model applies, the Fixed Charges shall include an agreed minutes usage allowance, and any usage in excess of that allowance shall be charged at the per-unit rate agreed at the time of sale.

9.1.4 The applicable Charges shall be as set out in the relevant proposal, checkout confirmation, order form, quotation, or invoice issued by the Company.

9.2 Usage Charges and Measurement

9.2.1 Usage Charges may be calculated by reference to:
a) call duration;
b) minutes processed by the AI Receptionist;

c) Emails sent
d) volume of interactions; or
e) other usage metrics reasonably determined by the Company.

9.2.2 Usage is measured by reference to

a) Call time processed by the Company’s AI systems, including usage data recorded via Retell AI or any successor platform.

b) Emails sent processed by Make and ChatGPT summary prompt

9.2.3 The Company’s usage records shall be conclusive and binding unless the Customer demonstrates a manifest error.

9.2.4 The Customer acknowledges that usage levels may fluctuate depending on call volume, call length, configuration, and customer behaviour.

9.3 Billing Cycle and Invoicing

9.3.1 Fixed Charges are billed monthly in arrears and collected at the start of each calendar month in respect of the preceding billing period, unless otherwise agreed in writing.

9.3.2 Usage Charges are billed monthly in arrears and collected at the end of each calendar month in respect of usage incurred during that month. The charges will be added to the following months invoice.

9.3.3 Where the Customer commences a Fixed Charge subscription part-way through a calendar month, the Fixed Charges for the initial month shall be pro-rated based on the number of days remaining in that month.

9.3.4 Pro-ration applies only to Fixed Charges and does not affect Usage Charges.

9.3.5 Invoices shall be payable within fourteen (14) days of the invoice date.

9.4 Payment Authorisation and Late Payment

9.4.1 By subscribing to the Services, the Customer authorises the Company to collect Fixed Charges and Usage Charges automatically using the payment method provided.

9.4.2 If any sum is not paid when due, the Company may charge interest at a rate of three per cent (3%) per month above the Bank of England base rate, accruing daily until payment is received in full.

9.4.3 The Company reserves the right to suspend or terminate the Services in the event of continued non-payment.

9.5 Price Changes

9.5.1 The Company may increase Charges by providing not less than thirty (30) days’ written notice.

9.5.2 Any price changes shall apply prospectively only and shall not affect Charges already incurred.

9.5.3 Continued use of the Services following the effective date of a price increase constitutes acceptance of the revised Charges.

9.6 Usage Disputes and Refunds

9.6.1 Any dispute relating to Usage Charges must be raised within fourteen (14) days of invoice issuance, failing which the Charges shall be deemed accepted.

9.6.2 Usage Charges reflect services already delivered and are non-refundable, except where required by law.

10. SUSPENSION OF SERVICES

10.1 Suspension Rights

The Company may suspend the provision of the Services immediately, without liability, where:

a) any Charges remain unpaid after the due date;
b) the Customer is in material breach of the Contract;
c) continued provision would expose the Company to legal, regulatory, or reputational risk; or
d) suspension is required to protect the security or integrity of the Services.

10.2 Effect of Suspension

10.2.1 Suspension shall not relieve the Customer of its obligation to pay outstanding Charges.

10.2.2 The Company shall use reasonable efforts to restore the Services once the cause of suspension is remedied.

11. AI-SPECIFIC ACKNOWLEDGEMENTS AND LIMITATIONS

11.1 Nature of AI Services

11.1.1 The Customer acknowledges that the Services utilise automated artificial intelligence technologies.

11.1.2 AI systems may:

1. misinterpret speech, intent, or context;

2. produce incorrect or incomplete outputs;

3. generate email content that requires review;

4. incorrectly assess lead quality;

5. require human review and oversight.

 

11.2 No AI Training on Customer Data

11.2.1 The Company does not use Customer Data (including call recordings or transcripts) to train, fine-tune, or improve AI models, whether in identifiable, anonymised, or aggregated form.

11.2.2 Customer Data is processed solely for the purpose of providing the Services.

11.3 Prohibited Reliance

The Customer agrees that the Services shall not be used for:

a) emergency services or urgent decision-making;
b) medical, legal, or regulated advice;
c) life-critical or safety-critical activities.

12. DATA PROTECTION AND COMPLIANCE

12.1 General Compliance

12.1.1 Each party shall comply with all applicable data protection laws.

12.1.2 The Customer acknowledges that it is responsible for determining the lawful basis for processing personal data relating to callers.

12.2 Allocation of Responsibility

12.2.1 The Customer shall be responsible for:

a) providing appropriate privacy notices to callers;
b) informing callers of call recording and AI usage;
c) obtaining any necessary consents;
d) responding to data subject requests relating to its business.

12.2.2 The Company shall process personal data in accordance with its Privacy Policy, which is incorporated into the Contract by reference.

12.3 Data Security

The Company shall implement appropriate technical and organisational measures to protect personal data, having regard to the nature of the Services and associated risks.

13. THIRD-PARTY SERVICES AND DEPENDENCIES

13.1 Use of Third-Party Services

13.1.1 The Services may rely on third-party providers, including but not limited to:

1. Twilio;

2. Retell AI;

3. Make;

4. Email service providers and SMTP services.

5. WhatsApp Business API providers

6. ChatGPT

 

13.1.2 The Customer acknowledges that the availability and performance of the Services may be affected by third-party systems outside the Company's control.

13.2 No Liability for Third-Party Failures

The Company shall not be liable for any failure, delay, or interruption caused by Third-Party Services.

14. INTELLECTUAL PROPERTY RIGHTS

14.1 Company IP

14.1.1 All rights in the Services — including the software, AI systems, workflows, and documentation that power the Services — remain owned by Smart Systems Automation Limited or its technology partners.

The Customer does not gain ownership of any part of the Services or the underlying technology by using or paying for the Services.

14.1.2 Nothing in the Contract transfers ownership of such intellectual property to the Customer.

14.2 Licence Grant

14.2.1 The Company grants the Customer a non-exclusive, non-transferable, revocable licence to use the Services for its internal business purposes during the term of the Contract.

14.2.2 The Customer shall not copy, modify, reverse engineer, or create derivative works from the Services.

15. CUSTOMER DATA AND OWNERSHIP

15.1 Ownership

The Customer retains ownership of Customer Data.

15.2 Use of Customer Data

15.2.1 The Company may access and process Customer Data solely to:

a) provide the Services;
b) comply with legal obligations;
c) resolve technical or operational issues.

15.2.2 The Company shall not exploit Customer Data for unrelated purposes.

16. CONFIDENTIALITY

16.1 Confidential Information

For the purposes of this Contract, “Confidential Information” means all information disclosed by one party to the other, whether orally, in writing, electronically or otherwise, that is confidential in nature or which ought reasonably to be regarded as confidential, including:

a) business, technical or commercial information;
b) pricing, financial information and Charges;
c) product specifications, workflows, configurations and documentation;
d) Customer Data; and
e) the terms of this Contract.

16.2 Confidentiality Obligations

Each party shall:

a) keep the other party’s Confidential Information strictly confidential;
b) not disclose Confidential Information to any third party except as permitted by this Contract;
c) use Confidential Information solely for the purposes of performing its obligations under the Contract; and
d) take reasonable steps to protect Confidential Information from unauthorised access or disclosure.

16.3 Permitted Disclosures

Confidential Information may be disclosed:

a) to employees, contractors or professional advisers on a need-to-know basis;
b) where required by law, regulation or court order; or
c) with the prior written consent of the disclosing party.

16.4 Exclusions

Confidential Information does not include information which:

a) is or becomes publicly available other than through a breach of this Contract;
b) was lawfully known by the receiving party before disclosure; or
c) is independently developed without reference to the Confidential Information.

16.5 Survival

The obligations in this clause 16 shall survive termination of the Contract.

17. WARRANTIES AND DISCLAIMERS

17.1 Mutual Authority Warranties

Each party warrants that it:

a) has full authority to enter into this Contract; and
b) will comply with applicable laws in performing its obligations.

17.2 Service Disclaimer

17.2.1 Except as expressly stated in this Contract, the Services are provided “as is” and “as available”.

17.2.2 The Company does not warrant that the Services will:

a) meet the Customer’s specific requirements;
b) be uninterrupted or error-free;
c) produce accurate or complete results in all circumstances.

17.3 Exclusion of Implied Warranties

All warranties, representations or conditions implied by statute, common law or otherwise (including fitness for purpose and satisfactory quality) are excluded to the fullest extent permitted by law.

18. INDEMNITY

18.1 Customer Indemnity

The Customer shall indemnify and hold harmless the Company against all losses, damages, costs, claims and expenses arising from:

a) the Customer’s use of the Services;
b) breach of this Contract by the Customer;
c) failure by the Customer to comply with applicable laws;
d) failure to provide appropriate notices or obtain required consents from callers;
e) claims brought by third parties arising from the Customer’s business activities.

18.2 Indemnity Procedure

The Company shall:

a) notify the Customer promptly of any indemnified claim;
b) allow the Customer reasonable control over the defence; and
c) provide reasonable assistance at the Customer’s expense.

19. LIMITATION OF LIABILITY

19.1 Unlimited Liability

Nothing in this Contract limits or excludes liability for:

a) fraud or fraudulent misrepresentation; or
b) death or personal injury caused by negligence.

19.2 Liability Cap

Subject to clause 19.1, the Company’s total aggregate liability arising under or in connection with this Contract shall be limited to the lower of:

a) the total Charges paid by the Customer in the preceding six (6) months; or
b) £500.

19.3 Excluded Losses

The Company shall not be liable for:

a) loss of profits;
b) loss of business or revenue;
c) loss of anticipated savings;
d) loss or corruption of data;
e) indirect or consequential loss;
f) errors arising from AI interpretation or automated decision-making.

19.4 Allocation of Risk

The Customer acknowledges that the Charges reflect the allocation of risk set out in this clause 19.

20. INSURANCE

20.1 The Company shall maintain such insurance cover as it reasonably considers appropriate for the nature of the Services.

20.2 The Company does not warrant that it holds any specific level or type of insurance unless expressly agreed in writing.

21. TERMINATION

21.1 Termination for Convenience

Either party may terminate this Contract at any time by giving written notice to the other.

21.2 Termination for Breach

Either party may terminate this Contract immediately if the other party commits a material breach and fails to remedy such breach within seven (7) days of written notice.

21.3 Effect of Termination for Breach

Upon termination for breach:

a) all outstanding Charges shall become immediately due and payable;
b) the Company may suspend or terminate access to the Services.

21.4 Customer Termination and Refunds

Where the Customer terminates the Contract other than for the Company’s breach, any prepaid but unused Charges shall be refunded.

22. CONSEQUENCES OF TERMINATION

22.1 Cessation of Services

Upon termination:

a) the Customer’s right to access the Services shall cease;
b) any licences granted shall immediately terminate.

22.2 Survival of Clauses

The following clauses shall survive termination:

• Confidentiality

• Intellectual Property

• Data Protection

• Indemnity

• Limitation of Liability

• Governing Law and Jurisdiction

23. FORCE MAJEURE

23.1 Neither party shall be liable for failure or delay caused by events beyond reasonable control, including:

a) natural disasters;
b) network failures;
c) power outages;
d) governmental actions;
e) failure of third-party service providers.

24. COMPLIANCE WITH LAWS

24.1 Each party shall comply with all applicable laws and regulations in connection with this Contract.

24.2 The Customer is solely responsible for compliance with industry-specific or sector-specific obligations.

25. ASSIGNMENT AND SUBCONTRACTING

25.1 Assignment

The Customer may not assign, transfer or novate this Contract without the prior written consent of the Company.

25.2 Subcontracting

The Company may subcontract or delegate performance of any part of the Services, provided that it remains responsible for overall performance under the Contract.

26. NOTICES

26.1 Form of Notices

Any notice or other communication given under or in connection with this Contract shall be:

a) in writing; and
b) delivered by hand, sent by pre-paid first-class post, or sent by email.

26.2 Deemed Receipt

A notice shall be deemed to have been received:

a) if delivered by hand, at the time of delivery;
b) if sent by pre-paid first-class post, at 9.00 am on the second Business Day after posting;
c) if sent by email, at the time of transmission, provided no delivery failure notification is received.

26.3 Addresses for Notices

Notices shall be sent to the addresses or email addresses specified in the Contract or as otherwise notified in writing.

27. VARIATION

27.1 No variation of this Contract shall be effective unless it is in writing and signed by or on behalf of both parties.

27.2 Notwithstanding clause 27.1, the Company may amend these Terms by giving reasonable notice, and continued use of the Services following such notice shall constitute acceptance of the amended Terms.

28. WAIVER

28.1 A waiver of any right or remedy shall only be effective if given in writing.

28.2 A failure or delay to exercise any right shall not constitute a waiver of that or any other right.

29. SEVERANCE

29.1 If any provision of this Contract is found to be invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid.

29.2 If such modification is not possible, the relevant provision shall be deemed deleted, and the remaining provisions shall continue in full force and effect.

30. ENTIRE AGREEMENT

30.1 This Contract constitutes the entire agreement between the parties and supersedes all prior agreements, representations and understandings relating to its subject matter.

30.2 Each party acknowledges that it has not relied on any statement or representation not expressly set out in this Contract.

31. THIRD-PARTY RIGHTS

31.1 A person who is not a party to this Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract.

32. COUNTERPARTS

32.1 This Contract may be executed in any number of counterparts, each of which shall constitute an original, but all of which together shall constitute the same agreement.

32.2 Execution may take place electronically.

33. GOVERNING LAW AND JURISDICTION

33.1 This Contract and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales.

33.2 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract.