These Terms of Service ("Terms") govern access to and use of the CallGuard AI platform and any related services (the "Services"). By creating an account, signing an order form, or using the Services, you ("Customer") agree to these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity.
If you do not agree to these Terms, do not access or use the Services.
Contents
- Parties and the agreement
- Access to the Services
- Acceptable use
- Customer data and confidentiality
- Fees, billing and taxes
- Service levels and availability
- Intellectual property
- Warranties and disclaimers
- Limitation of liability
- Indemnification
- Term and termination
- Changes to the Services or these Terms
- General terms
- Contact
1. Parties and the agreement
These Terms are entered into between CallGuard AI Ltd, a company registered in England and Wales (company number 17279006, registered office at 106 Haytor Avenue, Paignton, England, TQ4 7TB) ("we", "us", "our"), and the Customer. Together with any signed order form, the Privacy Policy at /privacy, the Data Processing Agreement at /dpa and the published Sub-processor list at /sub-processors, these Terms form the entire agreement between us (the "Agreement"). In the event of a conflict, the order is: signed order form, then DPA, then these Terms, then Privacy Policy.
2. Access to the Services
2.1 Account creation
To use the Services, the Customer must create an account and provide accurate, complete information. The Customer is responsible for keeping login credentials confidential and for all activity under its account.
2.2 Authorised users
The Customer may grant access to the Services to its employees, contractors and authorised representatives ("Authorised Users"). The Customer is responsible for the acts and omissions of its Authorised Users as if they were its own.
2.3 Suspension
We may suspend access to the Services without prior notice if we reasonably believe an account is being used in breach of these Terms, in a way that creates a security risk, or in violation of applicable law. We will restore access as soon as the underlying issue is resolved.
3. Acceptable use
The Customer agrees not to, and not to permit any Authorised User to:
- Use the Services for any unlawful, fraudulent, deceptive or harmful purpose, or in breach of any applicable regulatory regime (including FCA conduct rules, GDPR, PECR, TPS, FCA Consumer Duty);
- Upload, stream or process any audio or data for which the Customer does not have all necessary rights, consents and lawful basis;
- Reverse engineer, decompile or attempt to extract the source code of the Services, except to the extent expressly permitted by law;
- Use the Services to train any third-party machine-learning model, or to derive a competing product;
- Probe, scan, attempt to penetrate or interfere with the security of the Services, except under a separately signed responsible disclosure or pen-test agreement;
- Resell, sublicence or transfer the Services to any third party without our prior written consent;
- Upload malicious code, attempt to disrupt the Services, or take any action that imposes an unreasonable load on our infrastructure.
4. Customer data and confidentiality
4.1 Ownership
As between the parties, the Customer retains all right, title and interest in and to all data, audio recordings, transcripts, scorecards, knowledge base content and metadata uploaded to or generated through the Services on the Customer's behalf ("Customer Data"). We acquire no ownership rights in Customer Data.
4.2 Our use of Customer Data
We process Customer Data solely to provide the Services to the Customer in accordance with these Terms and the DPA. We do not use Customer Data to train any machine-learning model, ours or anyone else's.
4.3 Confidential information
Each party agrees to protect the other's Confidential Information using at least the same degree of care it uses for its own confidential information of similar importance, and not less than reasonable care. Confidential Information may only be disclosed to employees, contractors and advisers who need to know it and who are bound by confidentiality obligations no less protective than those in this section.
4.4 Aggregate and anonymised data
We may produce aggregated and anonymised statistics derived from the Services (e.g., overall transcription accuracy benchmarks, average response latency) for the purpose of improving and benchmarking the Services. Such aggregated data will not identify the Customer or any individual.
5. Fees, billing and taxes
Fees, billing frequency and currency are set out in the order form or other written commercial agreement between the parties. Unless otherwise stated:
- Invoices are payable within 30 days of issue;
- Fees are exclusive of all taxes, levies and duties, which are the Customer's responsibility (except taxes on our income);
- Late payments may incur interest at 4% above the Bank of England base rate, accruing daily;
- Fees are non-refundable except where these Terms expressly provide otherwise.
6. Service levels and availability
We use commercially reasonable efforts to keep the Services available 24/7. Specific uptime commitments, support response times and credits are set out in a separate Service Level Agreement ("SLA") if one is signed by both parties. Without a signed SLA, the Services are provided on a commercially reasonable best-effort basis with no specific availability guarantee.
Planned maintenance will be communicated by email at least 48 hours in advance. Unplanned outages affecting more than 60 minutes of downtime will be reported on a public status page once available.
7. Intellectual property
We retain all right, title and interest in and to the Services, including all software, models, scoring logic, prompts, dashboards, documentation and trade marks ("Our IP"). Subject to compliance with these Terms, we grant the Customer a non-exclusive, non-transferable, non-sublicensable licence during the Term to access and use the Services for its internal business purposes.
The Customer grants us a worldwide, royalty-free licence to host, store, transmit, process, transcribe, score and otherwise act on Customer Data solely as necessary to provide the Services and as further detailed in the DPA.
Customer feedback, suggestions and ideas about the Services may be incorporated into the Services without obligation, attribution or payment to the Customer.
8. Warranties and disclaimers
We warrant that the Services will be provided with reasonable skill and care, that we will comply with applicable data-protection law in our role as processor, and that we have the authority to enter into these Terms.
9. Limitation of liability
To the fullest extent permitted by applicable law, neither party will be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for loss of profits, revenues, goodwill or data, however caused, whether under contract, tort (including negligence) or any other theory.
Each party's total aggregate liability arising out of or related to the Agreement in any 12-month period will not exceed the fees paid or payable by the Customer in the 12 months immediately preceding the event giving rise to liability.
Nothing in these Terms excludes or limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) breach of the Acceptable Use clause; or (d) any other liability that cannot lawfully be limited.
10. Indemnification
The Customer will defend, indemnify and hold us harmless from and against any third-party claim, action or proceeding arising from or related to: (a) Customer Data; (b) the Customer's breach of the Acceptable Use clause; or (c) the Customer's failure to obtain necessary consents or lawful basis for processing data through the Services.
We will defend, indemnify and hold the Customer harmless from any third-party claim alleging that the Services as provided by us (excluding Customer Data and any modifications by the Customer) infringe a third party's intellectual property rights. Our maximum liability under this clause is subject to the cap in the Limitation of Liability clause.
11. Term and termination
11.1 Term
These Terms apply from the day the Customer first accesses the Services until the Agreement is terminated.
11.2 Termination for convenience
Either party may terminate the Agreement at the end of any then-current subscription period by giving at least 30 days' written notice (or longer if specified in the order form).
11.3 Termination for cause
Either party may terminate the Agreement immediately on written notice if the other party (a) commits a material breach and fails to cure it within 30 days of written notice, (b) becomes insolvent or enters into liquidation or administration, or (c) ceases to carry on business.
11.4 Effect of termination
On termination: (a) the Customer's right to access the Services ends; (b) the Customer must pay any outstanding fees up to the effective date of termination; (c) we will, within 30 days, return or delete Customer Data in accordance with the DPA; (d) clauses that by their nature should survive termination (Confidentiality, IP, Limitation of Liability, Indemnification, General Terms) will survive.
12. Changes to the Services or these Terms
We may update the Services from time to time, including adding, modifying or removing features, provided the overall functionality is not materially diminished. Material changes to these Terms will be communicated to active Customers by email at least 30 days before they take effect. Continued use of the Services after the effective date constitutes acceptance.
13. General terms
13.1 Governing law and jurisdiction
These Terms are governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales for any dispute arising out of or in connection with these Terms.
13.2 Notices
Notices to us should be sent to hello@callguardai.co.uk. Notices to the Customer will be sent to the email address on file for the account's primary administrator.
13.3 Assignment
The Customer may not assign these Terms without our prior written consent, except to a successor in interest in the case of a merger, acquisition or sale of substantially all of its assets. We may assign these Terms in connection with a corporate transaction.
13.4 Force majeure
Neither party will be liable for any delay or failure to perform caused by events outside its reasonable control, including natural disasters, infrastructure failures of third parties, governmental action or industrial action.
13.5 No partnership
Nothing in these Terms creates a partnership, joint venture, agency or employment relationship between the parties.
13.6 Severability
If any provision of these Terms is found unenforceable, the remaining provisions remain in full force and effect.
13.7 Entire agreement
These Terms, together with the documents referenced in clause 1, constitute the entire agreement between the parties with respect to the Services and supersede all prior agreements, communications and understandings.
14. Contact
- Commercial / order form questions
- hello@callguardai.co.uk
- Legal notices
- hello@callguardai.co.uk with subject line "Legal notice"
- Privacy and data-protection requests
- privacy@callguardai.co.uk