Last updated: 21 May 2026 · Inteligencia Artificial Limited
In these Terms of Service ("Terms"), the following expressions have the meanings set out below:
"Acceptable Use Policy" means any acceptable use policy published by AI Agent Calls on its website from time to time, which is incorporated into these Terms by reference.
"Account" means the account created by or on behalf of the Customer to access and use the Platform.
"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the relevant party, where "control" means the ownership of more than 50% of the issued share capital or the right to direct the management and policies of an entity.
"Agreement" means these Terms together with any Order Form, the Data Processing Agreement, and any other document incorporated by reference.
"AI Voice Agent" means the artificial intelligence-driven voice system made available through the Platform that conducts or assists in conducting outbound telephone calls on behalf of the Customer.
"Authorised User" means any employee, contractor, or agent of the Customer who is authorised by the Customer to access and use the Platform under the Customer's Account.
"Bank of England Base Rate" has the meaning given in the Late Payment of Commercial Debts (Interest) Act 1998.
"Calling Campaign" means any outbound telephone calling campaign, whether automated or human-assisted, initiated, configured, or managed through the Platform.
"Confidential Information" means any information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including without limitation trade secrets, business plans, customer lists, financial information, technical specifications, and pricing.
"Customer" means the business entity or individual that has registered for an Account and accepted these Terms. Where the Customer is a company, "Customer" includes any Affiliate accessing the Platform under the same Account.
"Customer Data" means all data, content, and information (including personal data) uploaded, submitted, or otherwise made available to the Platform by or on behalf of the Customer, including End Recipient data and Calling Campaign materials.
"Data Processing Agreement" or "DPA" means the data processing agreement entered into between AI Agent Calls and the Customer, available at /dpa, which governs the processing of personal data by AI Agent Calls on behalf of the Customer.
"Documentation" means any user guides, technical specifications, compliance packs, help articles, and other materials made available by AI Agent Calls relating to the Platform.
"End Recipient" means any natural person or legal entity whose telephone number is uploaded to, or called via, the Platform by or on behalf of the Customer.
"Fees" means the subscription fees and any usage-based charges payable by the Customer to AI Agent Calls in accordance with the relevant Order Form or pricing page.
"Force Majeure Event" has the meaning given in clause 18.
"ICO" means the Information Commissioner's Office or any successor regulatory body.
"Intellectual Property Rights" means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered, and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
"Order Form" means any order form, subscription agreement, or similar document signed or accepted by the Customer specifying the subscription plan, Fees, and other commercial terms.
"PECR" means the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426), as amended from time to time.
"Platform" means the AI Agent Calls AI-powered outbound telephone calling software-as-a-service product, including all associated APIs, AI Voice Agents, dashboards, analytics tools, and ancillary services provided by AI Agent Calls.
"Subscription Term" means the initial subscription period specified in the Order Form and each renewal period thereafter.
"TPS" means the Telephone Preference Service maintained by the Direct Marketing Association under contract with Ofcom.
"CTPS" means the Corporate Telephone Preference Service.
"UK GDPR" means the General Data Protection Regulation as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018, as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019.
"AI Agent Calls" means Inteligencia Artificial Limited, a company incorporated in England and Wales.
"AI Agent Calls Materials" means the Platform, Documentation, AI Voice Agent technology, and all other materials, software, and content made available by AI Agent Calls to the Customer under this Agreement.
2.1 These Terms constitute a legally binding agreement between AI Agent Calls and the Customer. By creating an Account, clicking an "I accept", "I agree", or similar button, completing an Order Form, or by accessing or using the Platform in any manner, the Customer agrees to be bound by these Terms in their entirety.
2.2 If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that: (a) you have full legal authority to bind that entity to these Terms; (b) you have read and understood these Terms; and (c) you agree to these Terms on behalf of that entity. If you do not have such authority, you must not accept these Terms or use the Platform.
2.3 These Terms shall apply to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.
2.4 The Customer's use of the Platform is also subject to the DPA, which is incorporated into and forms part of this Agreement. In the event of any conflict between these Terms and the DPA, the DPA shall prevail in respect of data protection matters only.
2.5 The Customer acknowledges that the Platform is designed for use by businesses only. The Platform is not made available to consumers acting outside the course of any business, trade, craft, or profession.
3.1 To access the Platform, the Customer must register for an Account by providing accurate, current, and complete information as prompted by the registration process. The Customer undertakes to maintain and promptly update its Account information to keep it accurate, current, and complete.
3.2 The Customer is responsible for maintaining the confidentiality and security of its Account credentials, including usernames and passwords. The Customer shall take all reasonable steps to prevent unauthorised access to or use of the Account.
3.3 The Customer is solely responsible for all activity that occurs under its Account, whether or not authorised by the Customer. AI Agent Calls shall not be liable for any loss or damage arising from the Customer's failure to comply with the security obligations in this clause.
3.4 The Customer must not share Account credentials with any person who is not an Authorised User, and must not permit any third party to access the Platform through the Customer's Account without AI Agent Calls' prior written consent.
3.5 The Customer shall notify AI Agent Calls immediately at privacy@inteligencia-artificial.co.uk upon becoming aware of any actual or suspected: (a) breach of Account security; (b) unauthorised use of or access to the Platform; or (c) loss or theft of Account credentials. AI Agent Calls may, at its sole discretion, take steps to suspend the Account pending investigation of any suspected breach.
3.6 AI Agent Calls reserves the right to refuse registration, cancel an Account, or deny access to the Platform to any person or entity at its sole discretion.
3.7 The Customer must not create multiple Accounts to circumvent any restriction, limit, or suspension imposed by AI Agent Calls.
4.1 Subscription Plans. AI Agent Calls offers the Platform on a subscription basis in accordance with the plan selected by the Customer (as detailed on AI Agent Calls' website or in the applicable Order Form). Different plans may have different features, usage limits, and pricing. AI Agent Calls reserves the right to modify the features and limits of any plan on 30 days' written notice.
4.2 Billing Cycles. Subscriptions are available on monthly or annual billing cycles as selected by the Customer. Fees for monthly subscriptions are payable in advance on the first day of each calendar month. Fees for annual subscriptions are payable in advance at the commencement of each annual Subscription Term.
4.3 Auto-Renewal. Subscriptions automatically renew at the end of each Subscription Term for an equivalent period unless the Customer provides written notice of cancellation to AI Agent Calls at least 30 days before the end of the then-current Subscription Term. Auto-renewal shall be at the prevailing rate applicable at the time of renewal.
4.4 Price Changes. AI Agent Calls may increase the Fees applicable to the Customer's subscription on not less than 30 days' prior written notice. Price changes shall take effect at the commencement of the next Subscription Term following the end of the notice period. If the Customer does not accept the revised Fees, the Customer may cancel its subscription in accordance with clause 4.3 before the price change takes effect. Continued use of the Platform after the effective date of any price change constitutes acceptance of the new Fees.
4.5 Payment Terms. All Fees are due and payable within 14 days of the invoice date unless otherwise specified in an Order Form. Payment shall be made by credit or debit card, direct debit, or such other method as AI Agent Calls may specify from time to time.
4.6 Late Payment. If any Fees remain unpaid after the due date, AI Agent Calls shall be entitled to charge interest on the overdue amount from the due date until the date of actual payment at a rate equal to the Bank of England base rate plus 8% per annum, pursuant to the Late Payment of Commercial Debts (Interest) Act 1998. Interest shall accrue on a daily basis. AI Agent Calls further reserves the right to suspend the Customer's access to the Platform without notice in the event of any overdue payment.
4.7 Refund Policy. Save where required by applicable law, all Fees paid are non-refundable. In particular, no refund shall be payable: (a) upon termination of the Agreement by AI Agent Calls for the Customer's breach; (b) for any partial month of usage on a monthly plan; or (c) for unused call credits or allowances at the end of a Subscription Term.
4.8 VAT. All Fees quoted by AI Agent Calls are exclusive of value added tax (VAT) or any equivalent sales or use tax applicable in any jurisdiction. VAT or equivalent taxes shall be added to invoices at the applicable rate and shall be payable by the Customer in addition to the Fees. Where the Customer is outside the United Kingdom and provides a valid VAT registration number or equivalent tax identification number, AI Agent Calls will invoice accordingly in compliance with applicable tax rules.
4.9 Disputed Invoices. If the Customer reasonably disputes any invoice, it must notify AI Agent Calls in writing within 10 business days of receipt of the invoice, setting out the nature and basis of the dispute. The Customer must pay any undisputed amounts on time. The parties shall use reasonable endeavours to resolve any dispute promptly.
5.1 Subject to the Customer's compliance with these Terms and payment of the applicable Fees, AI Agent Calls grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform solely for the Customer's internal business purposes during the Subscription Term.
5.2 The licence granted in clause 5.1 does not permit the Customer to: (a) copy, modify, adapt, translate, reverse engineer, disassemble, decompile, or create derivative works based on the Platform or any part thereof; (b) sell, resell, rent, lease, transfer, assign, sublicence, or otherwise make the Platform available to any third party, except as expressly permitted in writing by AI Agent Calls; (c) use the Platform to develop a competing product or service; (d) use the Platform in any manner that exceeds the usage limits applicable to the Customer's subscription plan; or (e) remove or alter any proprietary notices, labels, or marks on or in the Platform.
5.3 The Customer may permit Authorised Users to access and use the Platform on its behalf, provided that: (a) the Customer remains responsible for all acts and omissions of Authorised Users as if they were the acts and omissions of the Customer; (b) each Authorised User agrees to comply with these Terms; and (c) the number of Authorised Users does not exceed any limit specified in the applicable Order Form.
5.4 AI Agent Calls reserves the right to monitor usage of the Platform for the purposes of enforcing these Terms, improving the Platform, and ensuring system security and stability.
6.1 General Compliance. The Customer is solely responsible for ensuring that its use of the Platform and all Calling Campaigns comply with all applicable laws, regulations, codes of practice, and guidance in every jurisdiction in which it operates or in which End Recipients are located. AI Agent Calls' compliance packs and Documentation are provided for informational purposes only and do not constitute legal advice. The Customer should seek independent legal advice appropriate to its circumstances.
6.2 UK GDPR and Data Protection Act 2018. The Customer acknowledges that it is the Data Controller in respect of all personal data contained in Customer Data, and that AI Agent Calls processes such personal data only as a Data Processor on the Customer's behalf, in accordance with the DPA. The Customer must, at all times: (a) identify and maintain a valid lawful basis under Article 6 UK GDPR for the processing of End Recipient personal data; (b) where special category data is involved, identify and maintain a valid condition under Article 9 UK GDPR; (c) provide all required privacy notices and information to End Recipients; (d) respond to data subject rights requests within statutory timeframes; (e) maintain records of processing activities as required by Article 30 UK GDPR; and (f) report personal data breaches to the ICO within the timescales required by law.
6.3 PECR 2003 Compliance. The Customer must comply with the Privacy and Electronic Communications Regulations 2003 in respect of all Calling Campaigns, including without limitation the rules relating to: (a) unsolicited direct marketing calls to individual subscribers; (b) calling line identification requirements; and (c) abandoned call restrictions. The Customer acknowledges that PECR imposes strict liability and that AI Agent Calls has no responsibility for the Customer's compliance with PECR.
6.4 TPS and CTPS Screening. Where the Customer makes or intends to make unsolicited direct marketing calls to UK telephone numbers, the Customer must screen all such numbers against both the TPS register and (where applicable) the CTPS register no more than 28 days before the launch of each Calling Campaign or any sub-set thereof. The Customer must not call any number that appears on the TPS or CTPS register, unless the Customer holds specific prior consent from the relevant subscriber that post-dates their TPS or CTPS registration. The Customer must maintain records of all screening exercises, including the date of each screening and the version of the register used.
6.5 ICO Registration. The Customer warrants that it is and shall remain registered with the ICO under the Data Protection Act 2018 for the duration of this Agreement (where required to be so registered under applicable law). The Customer must promptly notify AI Agent Calls if its ICO registration lapses or is revoked.
6.6 Ofcom CLI Rules. The Customer must ensure that every outbound call made through the Platform displays a valid, dialable, and accurate calling line identification (CLI) number. The Customer must not: (a) spoof, falsify, or manipulate CLI in any manner; (b) use a CLI that belongs to another person or entity without that person's or entity's express consent; or (c) use a CLI that is not a valid, reachable UK telephone number (or a valid number in the relevant jurisdiction). The Customer must comply with Ofcom's General Conditions of Entitlement as they apply to CLI and abandoned calls, including the requirement to ensure that no more than 3% of answered calls in any 24-hour period result in an abandoned call.
6.7 Permitted Calling Hours. The Customer must restrict all unsolicited outbound calls to End Recipients located in the United Kingdom to the following hours: Monday to Saturday, 08:00 to 21:00 (local time). The Customer must not make unsolicited outbound calls on Sundays or on UK bank holidays. The Customer is responsible for determining and complying with equivalent calling hour restrictions in all other jurisdictions in which it makes calls.
6.8 Sector-Specific Compliance — iGaming and Gambling. Where the Customer holds a licence from the Gambling Commission and uses the Platform to make marketing calls relating to gambling products: (a) the Customer must comply with all requirements of the Gambling Commission's Licence Conditions and Codes of Practice (LCCP), including all social responsibility codes relating to customer interaction and marketing; (b) the Customer must check End Recipients against the GamStop national self-exclusion scheme and must not call any individual who has self-excluded; (c) the Customer must not call any individual who has previously requested exclusion from marketing with the Customer; (d) the Customer must verify that explicit marketing consent has been obtained from each End Recipient before initiating any gambling marketing call; and (e) the Customer must implement and maintain safeguarding protocols to identify and protect potentially vulnerable customers.
6.9 Sector-Specific Compliance — FCA-Regulated Sectors. Where the Customer is authorised or regulated by the Financial Conduct Authority (FCA) and uses the Platform to make calls that constitute or may constitute financial promotions: (a) the Customer must ensure that all communications comply with the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and applicable FCA rules; (b) all financial promotions communicated through the Platform must be fair, clear, and not misleading; (c) the Customer must not use the Platform to communicate financial promotions that have not been approved or communicated in accordance with section 21 FSMA 2000; and (d) the Customer must retain records of all financial promotions made through the Platform in accordance with FCA record-keeping requirements.
6.10 Compliance Pack Acknowledgement. AI Agent Calls may from time to time provide sector-specific compliance packs covering particular industries or jurisdictions. Where the Customer operates in a sector or jurisdiction for which a compliance pack has been made available, the Customer acknowledges receipt of such pack and confirms that it has reviewed its contents. The provision of a compliance pack does not constitute legal advice and does not relieve the Customer of its sole responsibility for regulatory compliance. The Customer agrees to seek independent legal advice in respect of its own specific circumstances.
6.11 Consent Records. The Customer must maintain comprehensive and verifiable records of all consents obtained from End Recipients, including: (a) the identity of the data subject; (b) the date and method by which consent was obtained; (c) the wording or format of the consent request; (d) the scope of the consent given; and (e) any subsequent withdrawal of consent. Such records must be retained for a minimum of five years following the last call made to the relevant End Recipient, or such longer period as is required by applicable sector-specific regulation.
6.12 Opt-Out Management. The Customer must honour all opt-out requests received during or following a Calling Campaign immediately, and in any event within one business day. All opted-out numbers must be added to the Customer's internal do-not-call list and excluded from all future Calling Campaigns. The Customer must provide a mechanism during every Calling Campaign by which End Recipients can easily express a wish not to be called again.
7.1 United States — Absolute Hard Block. The Customer must not, under any circumstances, use the Platform to call any telephone number located in, or associated with a subscriber in, the United States of America (including its territories and possessions). AI Agent Calls enforces this restriction through technical controls. The Telephone Consumer Protection Act (TCPA) imposes strict liability on callers, with statutory damages of between US$500 and US$1,500 per call, and permits class action lawsuits that can result in aggregate liability of many millions of dollars. No exceptions to this restriction will be granted. Any attempt to circumvent this block (including through number manipulation, IP masking, or any other technique) constitutes a material breach of these Terms and will result in immediate Account termination.
7.2 Germany. Cold calling consumers in Germany without prior explicit consent is prohibited under the Gesetz gegen den unlauteren Wettbewerb (UWG — Act Against Unfair Competition). Violations are enforceable by competitors and consumer organisations and may result in injunctions and substantial financial penalties. The Customer assumes full and exclusive responsibility for obtaining verifiable prior consent before making any call to a German consumer or business subscriber, and must not use the Platform for cold calling in Germany without such consent.
7.3 France. The Customer must screen all French consumer telephone numbers against the Bloctel opt-out list before making any unsolicited commercial calls to persons located in France. Failure to do so is a criminal offence under French law and may result in fines of up to €375,000 for legal entities. The Customer is solely responsible for obtaining current subscriptions to the Bloctel service and for conducting timely screenings.
7.4 Netherlands. The Customer must screen all Dutch consumer telephone numbers against the Bel-me-niet (Do Not Call Me) register maintained by the Stichting Infofilter before making unsolicited commercial calls to persons located in the Netherlands. The Customer is solely responsible for compliance with applicable Dutch telecommunications and data protection law.
7.5 Spain. The Customer must screen all Spanish consumer telephone numbers against the Lista Robinson opt-out list and comply with all applicable requirements of the Ley de Servicios de la Sociedad de la Información (LSSI) and the DGT register before making unsolicited commercial calls to persons located in Spain. From October 2026, the Customer must comply with all new prefix and caller identification rules introduced by the Spanish government. The Customer is solely responsible for monitoring and complying with legislative changes in Spain.
7.6 Australia. The Customer must comply with the Do Not Call Register Act 2006 (Cth) and the Telecommunications (Do Not Call Register) (Unsolicited Communications) Industry Standard 2007 before making any telemarketing calls to persons located in Australia. The Customer must screen all Australian telephone numbers against the Australian Do Not Call Register no more than 30 days before a Calling Campaign. Penalties under Australian law include fines of up to AU$250,000 per breach for individuals and AU$1,250,000 per breach for corporations.
7.7 European Union. In addition to the country-specific provisions above, the Customer must comply with the requirements of the ePrivacy Directive (2002/58/EC) as implemented in each EU member state in which it makes calls. The Customer must also comply with EU GDPR (Regulation 2016/679) in respect of any personal data of EU data subjects processed in connection with Calling Campaigns. The Customer acknowledges that the legal requirements for direct marketing calls vary significantly across EU member states and that it is solely responsible for obtaining country-specific legal advice.
7.8 All Other Jurisdictions. The Customer is solely responsible for determining whether its Calling Campaigns comply with the laws of every country in which End Recipients are located or in which calls are made or received. AI Agent Calls makes no representation that the Platform is lawful for use in any particular jurisdiction. The Customer must obtain appropriate legal advice before making calls to any jurisdiction in which it has not previously operated.
8.1 The Customer must not use the Platform, and must ensure that Authorised Users do not use the Platform, for any of the following purposes:
8.2 A breach of any provision of this clause 8 shall constitute a material breach of these Terms and may result in immediate suspension or termination of the Customer's Account in accordance with clause 17.
9.1 Disclosure of AI Nature. The Customer must ensure that, where an End Recipient directly and sincerely asks during a call whether they are speaking with a human or an artificial intelligence, the AI Voice Agent discloses that it is an automated system and not a human being. The Customer must not configure the AI Voice Agent to deny being an AI when directly and sincerely asked, or to make representations designed to deceive End Recipients into believing they are speaking with a human. Nothing in this clause prevents the AI Voice Agent from operating under a persona or adopting a name for the purposes of the Calling Campaign.
9.2 Prohibited AI Conduct. The Customer must not configure, instruct, or permit the AI Voice Agent to: (a) engage in emotional manipulation, psychological pressure, or the exploitation of cognitive biases; (b) create false urgency or artificial scarcity to coerce End Recipients into making decisions; (c) target or exploit End Recipients known or reasonably suspected to be in a vulnerable situation, including those in financial distress, those with mental health difficulties, or those who have expressed distress during a call; (d) make threats, issue ultimatums, or use intimidatory language; or (e) misrepresent the Customer's products, services, regulatory status, or identity.
9.3 Safeguarding Protocols. The Customer must implement and maintain robust safeguarding protocols for the detection and management of vulnerable End Recipients. Such protocols must include, at a minimum: (a) mechanisms within the AI Voice Agent to detect indicators of distress, confusion, or vulnerability; (b) procedures for escalating calls to human agents where vulnerability is detected; (c) clear call-ending protocols where an End Recipient expresses distress or asks to end the call; and (d) procedures for referring End Recipients in crisis to appropriate support services. The Customer must review and test its safeguarding protocols at regular intervals.
9.4 Transparency and Record-Keeping. The Customer must ensure that complete and accurate transcripts or recordings of all calls made through the Platform are retained and are available for inspection by AI Agent Calls, the ICO, Ofcom, the Gambling Commission, the FCA, or any other competent regulatory authority, upon request and within any timeframe stipulated by that authority. The Customer is responsible for ensuring that its retention of call transcripts and recordings complies with applicable data protection law, including UK GDPR requirements relating to data minimisation and storage limitation.
9.5 Regulatory Inspection. The Customer authorises AI Agent Calls to disclose call transcripts, recordings, and Account-level data to any competent regulatory authority where AI Agent Calls is required or requested to do so by law, court order, or regulatory direction. AI Agent Calls will, where legally permissible, notify the Customer of such a request before complying with it.
9.6 Consumer Awareness. The Customer must ensure that its pre-call marketing materials and privacy notices clearly inform End Recipients that calls may be made or assisted by artificial intelligence, in a manner sufficient to satisfy applicable transparency obligations under UK GDPR and PECR.
10.1 The parties acknowledge that for the purposes of applicable data protection legislation, the Customer is the Data Controller and AI Agent Calls is the Data Processor in respect of any personal data contained in Customer Data processed by AI Agent Calls in connection with the Platform.
10.2 The terms on which AI Agent Calls processes personal data on behalf of the Customer are set out in the DPA, which forms part of this Agreement. In the event of conflict between this clause 10 and the DPA, the DPA shall prevail.
10.3 The Customer represents and warrants that it has complied, and shall continue to comply, with all applicable data protection legislation in connection with its collection, use, and disclosure of personal data, including without limitation its obligations as a Data Controller under UK GDPR and the Data Protection Act 2018.
10.4 The Customer acknowledges that AI Agent Calls may process certain Account-level and usage data as a Data Controller for its own legitimate business purposes (including billing, fraud prevention, product improvement, and regulatory compliance). Such processing is described in AI Agent Calls' Privacy Policy.
11.1 AI Agent Calls IP. All Intellectual Property Rights in and to the Platform, the AI Agent Calls Materials, and any developments, enhancements, or modifications thereof, are and shall remain the exclusive property of AI Agent Calls or its licensors. Nothing in this Agreement shall be construed as transferring or assigning any Intellectual Property Rights in the Platform to the Customer.
11.2 Customer Data. The Customer retains all Intellectual Property Rights in and to Customer Data. The Customer grants AI Agent Calls a non-exclusive, royalty-free, worldwide licence to access, store, process, and use Customer Data to the extent necessary to provide the Platform and perform AI Agent Calls' obligations under this Agreement.
11.3 Aggregated Analytics. Notwithstanding clause 11.2, the Customer grants AI Agent Calls a perpetual, irrevocable, royalty-free licence to use anonymised, aggregated data derived from the Customer's use of the Platform (from which no individual Customer or End Recipient can be identified) for the purposes of improving the Platform, training AI models, generating industry benchmarks, and for other legitimate business purposes. AI Agent Calls shall not share such aggregated data in a form that could identify the Customer.
11.4 Feedback. To the extent the Customer provides AI Agent Calls with any feedback, suggestions, or ideas relating to the Platform ("Feedback"), the Customer grants AI Agent Calls a perpetual, irrevocable, royalty-free, worldwide licence to use, reproduce, modify, and incorporate such Feedback into the Platform or any other AI Agent Calls product or service, without any obligation to compensate the Customer.
11.5 Trade Marks. Neither party shall use the other party's trade marks, logos, or branding without the other's prior written consent, except as expressly permitted in this Agreement or as required by applicable law.
12.1 Each party ("Receiving Party") may receive Confidential Information from the other party ("Disclosing Party") in connection with this Agreement. The Receiving Party shall: (a) keep the Disclosing Party's Confidential Information strictly confidential; (b) not disclose the Confidential Information to any third party without the Disclosing Party's prior written consent, except as permitted by clause 12.2; (c) use the Confidential Information solely for the purposes of exercising its rights or performing its obligations under this Agreement; and (d) apply at least the same degree of care to the Confidential Information as it applies to its own confidential information of a similar nature, and in any event no less than a reasonable degree of care.
12.2 A Receiving Party may disclose the Disclosing Party's Confidential Information: (a) to its employees, contractors, or professional advisers who have a genuine need to know such information for the purposes of this Agreement and who are bound by obligations of confidentiality no less stringent than those in this clause 12; or (b) to the extent required by applicable law, court order, or regulatory authority, provided that (where legally permissible) the Receiving Party gives the Disclosing Party reasonable prior written notice of the required disclosure and cooperates with the Disclosing Party in seeking a protective order or other appropriate relief.
12.3 The obligations in this clause 12 shall not apply to information that: (a) was already in the public domain at the time of disclosure; (b) becomes part of the public domain through no fault of the Receiving Party; (c) was already known to the Receiving Party at the time of disclosure, as evidenced by written records; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
12.4 The obligations in this clause 12 shall survive the termination or expiry of this Agreement for a period of five years.
13.1 Customer Warranties. The Customer represents and warrants to AI Agent Calls on a continuing basis throughout the Subscription Term that:
13.2 AI Agent Calls Warranties. AI Agent Calls warrants that it will provide the Platform with reasonable skill and care. AI Agent Calls further warrants that it holds and will maintain all licences and consents required by applicable law for the provision of the Platform.
13.3 AI Agent Calls Disclaimers. Save as expressly set out in clause 13.2 and to the fullest extent permitted by applicable law:
13.4 Nothing in this clause 13 shall exclude or limit liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any other matter that cannot be excluded or limited by applicable law.
14.1 The Customer shall indemnify, defend, and hold harmless AI Agent Calls, its officers, directors, employees, agents, licensors, and successors ("Indemnified Parties") against all claims, actions, proceedings, demands, losses, damages, fines, penalties, costs, and expenses (including reasonable legal fees and disbursements) arising out of or in connection with:
14.2 AI Agent Calls shall: (a) notify the Customer promptly upon becoming aware of any claim or proceeding to which the indemnity in clause 14.1 may apply; (b) give the Customer sole conduct of the defence and settlement of such claim (provided that AI Agent Calls may, at its own cost, appoint its own legal counsel to monitor proceedings); and (c) provide reasonable cooperation and assistance to the Customer in the defence of such claim, at the Customer's expense. The Customer shall not settle any claim in a manner that imposes any obligation, restriction, or liability on AI Agent Calls without AI Agent Calls' prior written consent.
15.1 Cap on Liability. AI Agent Calls' total aggregate liability to the Customer under or in connection with this Agreement, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no event exceed the total Fees paid by the Customer to AI Agent Calls in the 12-month period immediately preceding the event giving rise to the liability.
15.2 Excluded Losses. To the maximum extent permitted by applicable law, AI Agent Calls shall not be liable to the Customer for any: (a) loss of profits; (b) loss of revenue; (c) loss of business or contracts; (d) loss of anticipated savings; (e) loss of goodwill or reputation; (f) loss of data (other than as a direct result of AI Agent Calls' negligent acts or omissions); (g) regulatory fines or penalties incurred by the Customer; (h) wasted expenditure; or (i) indirect, special, consequential, or punitive loss or damage, in each case whether or not such loss or damage was foreseeable or AI Agent Calls had been advised of the possibility of such loss or damage.
15.3 Exceptions. Nothing in this Agreement shall limit or exclude AI Agent Calls' liability for: (a) death or personal injury caused by AI Agent Calls' negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be excluded or limited by the laws of England and Wales.
15.4 The Customer acknowledges that the limitations of liability in this clause 15 reflect the allocation of risk between the parties and that AI Agent Calls would not enter into this Agreement without such limitations.
16.1 AI Agent Calls will use commercially reasonable endeavours to make the Platform available 24 hours a day, seven days a week, except for: (a) scheduled maintenance windows, of which AI Agent Calls will provide reasonable advance notice where practicable; (b) emergency maintenance required to address security vulnerabilities or system-critical issues; (c) downtime caused by third-party service providers or telecommunications carriers; and (d) Force Majeure Events.
16.2 AI Agent Calls does not provide any service level agreement (SLA) guaranteeing specific uptime percentages, response times, or resolution times unless such an SLA is expressly agreed in writing in an Order Form. In the absence of an express SLA, the Customer's sole remedy for any period of unavailability is to contact AI Agent Calls' support team.
16.3 AI Agent Calls may modify, suspend, or discontinue any feature or aspect of the Platform at any time on reasonable notice to the Customer. Where a material feature is to be discontinued, AI Agent Calls will provide not less than 30 days' prior written notice where reasonably practicable.
17.1 Termination for Convenience. Either party may terminate this Agreement on not less than 30 days' written notice to the other party. Where the Customer terminates for convenience, no refund shall be payable in respect of any pre-paid Fees for the remainder of the then-current Subscription Term.
17.2 Immediate Suspension. AI Agent Calls may, without prior notice, suspend the Customer's access to the Platform (in whole or in part) if AI Agent Calls reasonably believes that: (a) the Customer is using the Platform in breach of any of clauses 6, 7, 8, or 9; (b) the Customer's use of the Platform poses a risk to the security, integrity, or performance of the Platform or any third party; (c) AI Agent Calls is required to suspend access by any regulatory authority or court order; (d) any Fees remain unpaid beyond the due date; or (e) the Customer is, or is reasonably suspected of being, engaged in fraudulent activity.
17.3 Termination for Breach. Either party may terminate this Agreement immediately on written notice to the other party if: (a) the other party commits a material breach of this Agreement and (where such breach is remediable) fails to remedy the breach within 14 days of receiving written notice requiring it to do so; (b) the other party becomes insolvent, enters administration or liquidation, makes an arrangement with its creditors, has a receiver appointed over its assets, or is subject to any equivalent insolvency proceeding in any jurisdiction; or (c) the other party ceases or threatens to cease to carry on business.
17.4 Termination for Regulatory Reasons. AI Agent Calls may terminate this Agreement immediately on written notice if: (a) any regulatory authority directs AI Agent Calls to cease providing services to the Customer; or (b) AI Agent Calls determines, in its sole reasonable discretion, that continuing to provide services to the Customer would expose AI Agent Calls to regulatory risk or reputational harm.
17.5 Effect of Termination. On termination or expiry of this Agreement for any reason: (a) all licences granted under this Agreement shall immediately terminate; (b) the Customer shall cease all use of the Platform; (c) each party shall promptly return or destroy the other party's Confidential Information (subject to any legal obligation to retain such information); (d) the Customer may request an export of its Customer Data within 30 days of termination, after which AI Agent Calls may permanently delete such data; and (e) all accrued payment obligations shall survive termination.
17.6 Survival. Clauses 11, 12, 13, 14, 15, 17.5, 25, and any other provision which by its nature is intended to survive, shall survive the termination or expiry of this Agreement.
18.1 Neither party shall be in breach of this Agreement or otherwise liable to the other for any failure or delay in the performance of its obligations under this Agreement to the extent that such failure or delay is caused by a Force Majeure Event.
18.2 "Force Majeure Event" means any event or circumstance beyond the reasonable control of the affected party, including without limitation: acts of God; flood, earthquake, fire, or other natural disaster; epidemic or pandemic; act of terrorism, war, civil unrest, or insurrection; government action or restriction; failure of public utilities or telecommunications infrastructure; or failure or delay of third-party service providers.
18.3 The party claiming a Force Majeure Event must: (a) notify the other party as soon as reasonably practicable after the Force Majeure Event begins; (b) use all reasonable endeavours to mitigate the effects of the Force Majeure Event and to resume performance as quickly as possible; and (c) notify the other party when the Force Majeure Event has ended.
18.4 If the Force Majeure Event continues for a period of more than 60 consecutive days, either party may terminate this Agreement on written notice without liability, save that the Customer shall remain liable to pay Fees for any services actually received prior to termination.
19.1 AI Agent Calls may assign, transfer, or novate this Agreement, or any of its rights or obligations under it, to any Affiliate or to any successor entity arising from a merger, acquisition, or sale of all or substantially all of AI Agent Calls' business or assets, without the Customer's consent. AI Agent Calls shall notify the Customer of any such assignment.
19.2 The Customer may not assign, transfer, novate, or subcontract any of its rights or obligations under this Agreement without AI Agent Calls' prior written consent, which shall not be unreasonably withheld. Any purported assignment in breach of this clause 19.2 shall be void.
19.3 This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.
20.1 Any notice required or permitted under this Agreement shall be in writing and delivered by: (a) email to the address specified in the Customer's Account registration (in the case of notices to the Customer), or to privacy@inteligencia-artificial.co.uk (in the case of notices to AI Agent Calls); or (b) recorded delivery post to the party's registered office or principal place of business.
20.2 A notice sent by email shall be deemed to have been received 24 hours after the time of sending, provided no error or delivery failure notification is received by the sender. A notice sent by recorded delivery post shall be deemed to have been received on the third business day after posting.
20.3 The Customer is responsible for keeping its contact information and registered email address in its Account up to date. AI Agent Calls shall not be liable for any failure to deliver notices as a result of the Customer's failure to maintain accurate contact information.
21.1 This Agreement (comprising these Terms, any Order Form, the DPA, and any other document incorporated by reference) constitutes the entire agreement between the parties relating to its subject matter and supersedes and extinguishes all prior agreements, representations, warranties, and understandings between the parties, whether oral or in writing, relating to such subject matter.
21.2 Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, assurance, or warranty (whether made innocently or negligently) other than as expressly set out in this Agreement. Nothing in this clause 21.2 shall limit or exclude any liability for fraud.
22.1 If any provision of this Agreement is found by any court or regulatory authority of competent jurisdiction to be invalid, unenforceable, or illegal, that provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. The modification or deletion of any provision shall not affect the validity and enforceability of the rest of this Agreement, which shall continue in full force and effect.
23.1 No failure or delay by either party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
23.2 A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.
24.1 This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. The rights of the parties to rescind or vary this Agreement are not subject to the consent of any other person.
25.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
25.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
25.3 Nothing in this clause 25 shall limit AI Agent Calls' right to seek emergency or interim relief in any jurisdiction where AI Agent Calls' rights are at risk of being infringed.
26.1 AI Agent Calls reserves the right to amend or update these Terms from time to time. AI Agent Calls will provide the Customer with not less than 30 days' prior written notice of any material changes to these Terms, by email to the Customer's registered email address or by notice displayed prominently within the Platform.
26.2 The revised Terms will become effective at the end of the 30-day notice period. The Customer's continued access to or use of the Platform after the effective date of any revised Terms shall constitute the Customer's acceptance of the revised Terms.
26.3 If the Customer does not accept the revised Terms, the Customer must notify AI Agent Calls in writing before the effective date and cease using the Platform. In such circumstances, the Agreement shall be treated as terminated by the Customer for convenience as of the effective date of the revised Terms, and clause 17.1 shall apply.
26.4 AI Agent Calls will maintain an archive of previous versions of these Terms, which will be made available to the Customer on request.
Inteligencia Artificial Limited · Registered in England and Wales · Data Processing Agreement →
For legal enquiries: privacy@inteligencia-artificial.co.uk