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1. Parties, formation and scope
This agreement is between SIMCOAI LTD, a company registered in England and Wales (“SIMCOAI”, “we”, “us”), and the business or organisation that opens a SIMCOAI account (“you”, the “Customer”). It comes into force on the earlier of the date you accept it in the dashboard, place an order, or first use the service, and continues until terminated in accordance with clause 20.
The service is provided for business use only. By accepting, you confirm that you are acting in the course of a business and that the individual accepting has authority to bind the Customer. If you have signed a separate written agreement with SIMCOAI, that agreement prevails over these terms to the extent of any conflict; otherwise these terms, together with the policies they reference (Privacy, GDPR & Data Processing, Cookies, Acceptable Use, AI Policy, Telecoms Policy, Billing & Tax Policy and SLA), form the entire agreement between the parties.
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Business customers only
The Service is sold to businesses. When you open an account you confirm — and we record that confirmation with the date, the account and the version of each policy you accepted — that you are acting in the course of a business, trade, craft or profession and not as a consumer.
On that basis the Consumer Rights Act 2015 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 do not apply to this agreement, including the 14-day right to cancel a distance contract. The trial period described in clause 5 is offered by us commercially and is not a statutory cooling-off period.
If you are in fact a consumer, please do not open an account. If you have already done so, tell us at hello@simcoai.co.uk and we will close it and refund Fees paid for the unused period. Nothing in this clause affects any right or protection that cannot lawfully be excluded.
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2. Definitions and interpretation
“Service” means the SIMCOAI software-as-a-service platform, including the dashboard, AI chat and phone reception features, APIs, documentation and related support. “Customer Data” means data submitted to the Service by or for you, including business knowledge, customer records, call logs and conversation logs. “Authorised User” means an individual you permit to use the Service under your account. “Plan” means the subscription tier you purchase, together with any add-ons. “Fees” means the charges for the Service shown at checkout or in your order.
In these terms: headings do not affect interpretation; “including” means including without limitation; references to legislation include amendments and re-enactments; and references to “written” include email.
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3. The service
Subject to your payment of the applicable Fees and compliance with this agreement, SIMCOAI grants you a non-exclusive, non-transferable right for the term of your subscription to access and use the Service for your internal business operations and for handling communications with your own customers.
The Service provides AI-assisted chat, phone reception, knowledge management, records, analytics, billing controls and workflow capture. Feature availability depends on your Plan, add-ons, configuration and applicable compliance checks. The Service does not guarantee any particular business outcome, revenue recovery, uninterrupted communications or a specific AI response.
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Beta and preview features
We may make features available and label them beta, preview, early access or experimental. Those features are provided as they are, are excluded from the Service Level and Support Policy, and may be changed, limited or withdrawn at any time without notice. They may not have the same availability, support or operational maturity as generally available features, and we give no warranty about them beyond those that cannot lawfully be excluded.
Do not put a beta feature in the path of work you cannot afford to have interrupted, and tell us before relying on one for a regulated or safety-relevant workflow. Where a beta feature processes personal data, the data protection terms in clause 11 and our GDPR & Data Processing page apply in full and are not relaxed by the beta label.
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4. Accounts and authorised users
You are responsible for all activity under your account and for each Authorised User’s compliance with this agreement. You must keep credentials, API keys and team permissions secure and confidential, promptly remove users who leave your business, and notify us without undue delay at hello@simcoai.co.uk if you suspect unauthorised access. Sign-in runs on the SIMCOAI sign-in service, which supports passkeys and a second sign-in step; where your account holds administrative, billing or customer-data access we strongly recommend enabling one. SIMCOAI will not bypass a second sign-in step on request, because a recovery route support can trigger is also a route an attacker can request, so keep a backup sign-in method configured.
We are not liable for loss arising from unauthorised use of your account except to the extent caused by our failure to apply reasonable security controls. We may suspend credentials that we reasonably believe are compromised.
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5. Plans, trials, add-ons and usage allowances
Each Plan includes stated usage allowances (for example conversations, AI call minutes, phone numbers, AI tokens, API requests and team seats). Allowances are applied automatically to your account and reset as described in the Billing & Tax Policy. We may restrict usage that exceeds your Plan and will offer an upgrade path where available.
Free trials are provided at our discretion, may be modified or withdrawn where we reasonably suspect abuse, fraud or breach, and convert to paid subscriptions only as clearly disclosed at sign-up. Enterprise, unlimited and custom options are subject to a separate written order and fair-use terms.
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6. Fees, payment and taxes
Fees are payable in advance for each billing period through Stripe. Prices are stated in pounds sterling and, unless stated otherwise, exclusive of VAT and other applicable taxes, which you must pay in addition at the prevailing rate. You authorise recurring charges to your chosen payment method until your subscription is cancelled.
If any sum is unpaid when due, we may suspend paid features after notice, and we reserve the right to claim interest and compensation on late commercial payments under the Late Payment of Commercial Debts (Interest) Act 1998. Except where required by law or expressly stated (including any statutory or advertised cooling-off or guarantee), Fees are non-refundable and amounts already paid are not refunded on cancellation for convenience. We may change prices with at least 30 days’ notice, effective from your next renewal.
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Usage allowances and pay-as-you-go
Each plan includes allowances for metered capabilities such as call minutes, AI usage, messages and API requests. Current allowances and your consumption against them are shown in your dashboard, which is the authoritative record.
Where pay-as-you-go is enabled on your account, usage beyond an allowance may continue and be charged as overage at the rates then applicable to your account. Where pay-as-you-go is not enabled, the metered capability may stop until the billing period resets or you change plan. Which behaviour applies depends on your plan and account configuration.
Phone numbers are charged per number per month in addition to plan fees. Cancelling your subscription automatically releases phone numbers and cancels active add-ons on the account, so billing for them stops immediately rather than continuing until you separately remove them; a released number cannot be reclaimed if you rejoin later. You can also release a number yourself at any time from the dashboard without cancelling your plan.
Automated integrations that retry excessively, poll aggressively or otherwise generate avoidable request volume remain your responsibility, including any resulting overage.
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7. Term, renewal and cancellation
Subscriptions renew automatically at the end of each billing period unless cancelled before renewal. You can cancel at any time through the Stripe Customer Portal or dashboard billing controls; cancellation takes effect at the end of the current paid period and you retain access until then.
We may retire or materially reduce a Plan or feature on at least 30 days’ written notice. If a change materially reduces the core functionality you pay for, you may cancel and receive a pro-rata refund of prepaid Fees for the unused period as your exclusive remedy.
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8. AI outputs and human review
AI-generated outputs are probabilistic and may be incomplete, out of date or unsuitable for a specific situation. You must review and test AI behaviour before making it available to your customers, maintain human fallback paths, and correct your business knowledge when answers drift. You are responsible for how you and your customers use AI outputs.
You must not rely on the Service for emergency response or as a substitute for professional advice (including medical, legal, financial or safety-critical advice), and you must route such matters to qualified humans, unless a separate written agreement with an agreed control framework states otherwise. Our AI Policy forms part of this agreement.
No liability for AI outputs. To the maximum extent permitted by law, SIMCOAI is not liable for any decision, action, instruction, error, omission, inaccuracy, delay, misclassification or outcome arising from or connected to AI-generated outputs — including any refund, booking, cancellation, escalation, order update, quote, payment, message, transcription or advice produced, suggested or actioned by the Service or by any system you connect to it. The AI and all AI outputs are provided on an “as is” and “as available” basis with no warranty of accuracy, completeness, suitability or fitness for any purpose. You are solely responsible for supervising, configuring, reviewing, approving and validating AI outputs before they are relied on or take external effect, and any reliance is at your own risk. Where an outcome could move money, create a legal or financial obligation, or affect health, safety or a person’s rights, you must apply human review and appropriate controls (including the verification and approval controls the Service provides). This allocation of risk is a fundamental basis of the Fees and is reflected in, and subject to, the limitation of liability in clause 18. Nothing in this clause limits liability that cannot lawfully be excluded (see clause 18).
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9. Telephony, messaging and communications
Telephony and messaging features depend on carriers and providers (including Twilio) and on telecommunications rules that apply to you. You must only use numbers, caller IDs, recordings and message flows you are lawfully entitled to use, provide all customer-facing notices required by law (including call recording notices), and comply with marketing consent, quiet-hours and do-not-contact rules that apply to your business.
We may suspend or restrict telecoms features that in our reasonable opinion create legal, carrier, fraud or abuse risk. Our Telecoms Policy forms part of this agreement.
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10. Acceptable use
You must not use the Service to send spam or unlawful marketing; impersonate others; abuse telecommunications networks; infringe intellectual property; upload unlawful, harmful or deceptive content; collect payment card numbers into AI logs; process data you have no right to process; probe or disrupt the Service’s security; access another customer’s account; or circumvent usage allowances or billing.
The separate Acceptable Use Policy forms part of this agreement. We may throttle, suspend or terminate use that breaches it, and where proportionate we will give you notice and an opportunity to remedy first.
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Export control and sanctions
You must not use the Service, or allow it to be used, in breach of applicable export control or sanctions law, including that of the United Kingdom, the European Union and the United States. You confirm that you are not subject to UK, EU, US or UN sanctions, are not owned or controlled by a person who is, and are not established in a territory subject to comprehensive sanctions; and you must not make the Service available to any such person.
Several of the suppliers listed in clause 13 are established in the United States and run their own sanctions and compliance screening. Where a supplier restricts, blocks or withdraws service on that basis, we may suspend or terminate the affected feature or your account under clause 20, and we will tell you the reason so far as we are lawfully able to.
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11. Customer data and data protection
As between the parties, you own Customer Data. You grant SIMCOAI a licence to host, process, transmit and display Customer Data solely to provide and secure the Service, comply with law and as otherwise permitted by this agreement. You are responsible for the accuracy and lawfulness of Customer Data and for your own privacy notices, lawful bases, consents and retention decisions.
Each party will comply with applicable data protection law, including UK GDPR and the Data Protection Act 2018. Where SIMCOAI processes personal data on your behalf, the data processing terms in our GDPR & Data Processing page apply and are incorporated into this agreement as the processor terms required by Article 28 UK GDPR. You must not submit special category data, children’s data or payment card numbers unless expressly agreed in writing.
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Data after cancellation
Following cancellation we intend to retain your workspace for approximately two years so that you can return without rebuilding your configuration. This is a convenience, not a commitment to preserve data indefinitely, and it is subject to applicable law and to your data protection rights.
You may request earlier deletion at any time. Requests are handled as described in our Privacy Policy and GDPR Policy. Some records — for example billing and tax records — may need to be retained for longer where the law requires it.
If you need an export of your data, it is considerably simpler to request it while the account is still active.
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12. Confidentiality
Each party will keep the other’s confidential information secret, use it only to perform this agreement, and protect it with at least the care it uses for its own confidential information. Confidential information does not include information that is public through no fault of the recipient, already lawfully known, independently developed, or lawfully received from a third party.
A party may disclose confidential information where required by law, regulation or a court, provided (where lawful) it gives the other party reasonable notice. These obligations survive termination for five years.
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13. Third-party services
The Service depends on third-party providers, including Fasthosts (hosting, domains and email), Stripe (payments), Twilio (telephony), the managed AI model provider OpenAI for AI features, Deepgram (speech recognition) and ElevenLabs (voice), and security providers such as Cloudflare. SIMCOAI manages all AI provider credentials centrally; customers do not supply their own provider keys, and SIMCOAI cannot guarantee a third-party provider’s availability, pricing, limits, regional behaviour or output quality. Login and account security run through SIMCOAI’s own self-hosted sign-in service, on SIMCOAI’s own infrastructure; SIMCOAI self-hosts its application database using Supabase, an open-source platform, on its own infrastructure. The sign-in service authenticates the sign-in only — it does not replace SIMCOAI’s billing, plan limits or usage controls, which remain governed by these terms. The customer is responsible for who holds access to its account and for the state of that access: keeping credentials confidential, not sharing a single login between individuals, enabling the account‑security controls made available in the dashboard, and removing access promptly when a person leaves or changes role. Where loss, unauthorised use or disclosure of customer or end‑customer data results from a failure to meet those responsibilities, SIMCOAI is not liable for that loss, and the customer remains responsible for its own obligations to its end customers. SIMCOAI may suspend an account or a specific credential where it reasonably believes it has been compromised, is being used in breach of these terms, or presents a risk to the service or to other customers; where practicable SIMCOAI will notify the customer first, and where it is not, promptly afterwards. Nothing in this paragraph limits liability that cannot be limited by law. Third-party outages, API changes, carrier decisions and safety systems may affect features; such events are not a breach by SIMCOAI where we take reasonable steps to mitigate them.
Where a provider degrades, we may queue, retry, fail over, temporarily disable a feature or display a dashboard warning. Your use of third-party services may also be subject to those providers’ terms.
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14. Support, changes and maintenance
We provide support through the dashboard, documentation and email during our published support hours, unless an Enterprise agreement states otherwise. You agree to provide reasonable information to help us investigate issues, such as account email, timestamps and request IDs.
We may improve, modify or update the Service, including features, models, prompts and security controls, provided changes do not materially reduce the core functionality of your paid Plan during a paid period except as set out in clause 7.
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15. Availability
We aim to provide a reliable service and publish availability targets and service credits in our SLA, which forms part of this agreement for paid Plans. Planned maintenance will, where practicable, be scheduled outside peak UK business hours and notified in advance.
The Service is not fault-tolerant and is not designed for use in environments requiring fail-safe performance. You must maintain human fallback paths for urgent, safety-related or business-critical customer work.
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16. Intellectual property and feedback
SIMCOAI and its licensors own all intellectual property rights in the Service, software, documentation, branding and prompts. No rights are granted except as expressly stated. You must not copy, modify, reverse engineer (except as permitted by law), resell or create derivative works from the Service, or use it to build a competing product.
If you provide feedback or suggestions, you grant SIMCOAI a perpetual, irrevocable, royalty-free licence to use them without restriction, provided we do not disclose your confidential information.
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Reviews and public testimonials
16.1 What you are giving us. If you submit a review you grant SIMCOAI a non-exclusive, worldwide, royalty-free licence to reproduce, display and distribute it — together with the name, role and business name you supplied — on our websites, in our documentation and in our marketing, for as long as you leave that consent in place. You keep ownership of what you wrote.
16.2 What you are confirming. That the review is your own genuine, first-hand experience of the service; that you are authorised to write it on behalf of the business you name; that it does not identify or make claims about any third party, does not include anyone else’s personal data, and is not unlawful, defamatory, discriminatory or confidential.
16.3 What we will not do. We do not offer payment, discounts, credit, extended trials, upgrades or any other incentive in exchange for a review or for a particular rating. We do not filter reviews by star rating, we do not suppress criticism, and we do not write, commission or edit reviews. We correct nothing in a review except to remove content that breaches 16.2, and where that is not possible we decline the review rather than alter it.
16.4 Verification. A review is marked as coming from a verified customer only where it was submitted through a single-use link issued by us to an active paying account. That marker is applied by our systems from the link and cannot be set, requested or purchased by the person writing the review.
16.5 Moderation and removal. Every review is read by a person before publication. We may decline or later remove any review that breaches this clause or our Acceptable Use Policy, and we may remove a review at the author’s request at any time. Publication is never guaranteed, and a decision not to publish is not a statement about the truth of what was written.
16.6 Consumer protection. This clause is written to meet our obligations under the Digital Markets, Competition and Consumers Act 2024, which makes publishing or commissioning fake reviews, concealing incentivised reviews and falsely presenting reviews as verified banned practices. Where any part of this clause would fall short of that Act, the Act applies.
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17. Warranties and disclaimers
Each party warrants that it has the right and authority to enter into this agreement. SIMCOAI warrants that it will provide the Service with reasonable skill and care. Except as expressly set out in this agreement, all other warranties, conditions and terms implied by statute or common law (including satisfactory quality, fitness for purpose and non-infringement) are excluded to the fullest extent permitted by law.
We do not warrant that the Service will be uninterrupted or error-free, that it will meet regulatory requirements specific to your industry, or that AI outputs will be accurate or complete in every case.
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18. Limitation of liability
Nothing in this agreement limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited or excluded. Subject to that: neither party is liable for loss of profits, loss of revenue, loss of anticipated savings, loss of goodwill, loss of data (other than our obligation to restore from available backups), or any indirect or consequential loss.
Subject to the above, SIMCOAI’s total aggregate liability arising out of or in connection with this agreement in any 12-month period is limited to the greater of (a) the Fees paid by you to SIMCOAI in the 12 months immediately preceding the first event giving rise to liability, and (b) £100. You acknowledge that the Fees reflect this allocation of risk.
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19. Indemnity
You will indemnify and hold harmless SIMCOAI against losses, damages, claims, fines and reasonable costs (including legal fees) arising from: (a) Customer Data or your customer communications; (b) your breach of clauses 8–11 (AI use, telecoms, acceptable use, data protection); (c) claims by your customers or end users relating to your use of the Service; and (d) your breach of applicable law.
SIMCOAI will defend you against third-party claims that the Service, as provided by us and used in accordance with this agreement, infringes UK intellectual property rights, and will pay damages finally awarded, provided you notify us promptly, give us control of the defence and reasonable assistance. We may modify or replace the Service, or terminate and refund prepaid unused Fees, to address any such claim. This clause states each party’s exclusive remedy for the matters it covers.
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20. Suspension and termination
Either party may terminate this agreement immediately by written notice if the other commits a material breach and (where remediable) fails to remedy it within 14 days of notice, or becomes insolvent. We may suspend or terminate access immediately where necessary for security, fraud prevention, unpaid Fees after notice, legal or provider requirements, or serious risk to customers, SIMCOAI or third parties, and will restore access promptly once the issue is resolved where appropriate.
On termination: your right to use the Service ends; you may export Customer Data through available tools for 30 days after termination; after that the export tools are withdrawn, but your workspace itself is retained for the period described in “Data after cancellation” above and is then deleted, except records we must retain for billing, audit, security, legal or accounting purposes; and clauses which by their nature should survive (including clauses 6, 11, 12, 16, 17, 18, 19, 23 and 24) survive termination.
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21. Events outside our control
Neither party is liable for failure or delay in performing its obligations (other than payment obligations) caused by events beyond its reasonable control, including internet or telecommunications failures, power failures, provider outages, industrial action, epidemics, government action, war or natural disasters.
The affected party must notify the other and use reasonable endeavours to mitigate. If a force majeure event continues for more than 60 days, either party may terminate on written notice and we will refund prepaid Fees for the unused period.
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22. Changes to these terms
We may update these terms from time to time. For material changes we will give at least 30 days’ notice by email or dashboard notice before the changes take effect. If you do not accept a material change, you may cancel before it takes effect and receive a pro-rata refund of prepaid Fees for the unused period.
Continued use of the Service after the effective date constitutes acceptance of the updated terms. The version and effective date are shown at the top of this page, and prior versions are available on request.
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23. General provisions
Entire agreement: this agreement is the entire agreement between the parties regarding its subject matter and supersedes prior discussions; neither party relies on any statement not set out in it (but nothing limits liability for fraud). Severability: if a clause is found unenforceable, the remainder continues in force. Waiver: failure to enforce a right is not a waiver of it. Assignment: you may not assign this agreement without our prior written consent (not to be unreasonably withheld); we may assign to an affiliate or in connection with a merger or sale.
Notices: formal notices must be sent by email to hello@simcoai.co.uk (to us) or to your account owner email (to you) and are deemed received one business day after sending. No partnership: nothing creates a partnership, agency or employment relationship. Third parties: a person who is not a party has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce this agreement.
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24. Evidence, proof uploads and final decisions
Depending on your plan, SIMCOAI provides tools that let you request supporting evidence from your own customers — for example photographs, receipts or documents uploaded through a secure link, together with an optional barcode, tracking or reference value. Where those tools are available, the following terms apply in addition to the rest of this agreement.
Evidence checks are assistive only and are not a guarantee. Any barcode match, reference check, document reading or analysis produced by SIMCOAI is an aid to your own review. It is not a verification of authenticity, ownership, condition, delivery, entitlement or fraud, and it may return false matches or fail to match genuine items. You must not present SIMCOAI checks to your customers as proof, certification or an independent verification.
SIMCOAI does not decide refunds, bookings or escalations. The platform records requests, protects sensitive actions with verification codes and surfaces the actions available on a record, but a person on your side must review and approve every outcome. You remain solely responsible for each decision, for applying your own published refund, returns, cancellation and booking policy, and for complying with applicable law, including consumer protection law and any non-excludable statutory rights your customers hold.
You are responsible for the lawfulness of collecting evidence from your customers, for telling them what you are collecting and why, for any instructions you give them, and for the content they upload. You must not use these tools to solicit payment card details, passwords, or special category personal data that you have no lawful basis to process. Uploaded material is handled as described in the Privacy Policy; in relation to your customers' evidence you act as controller and SIMCOAI acts as processor on your instructions.
We may apply reasonable limits to file types, file sizes, upload volumes and retention periods, and we may remove content that breaches the Acceptable Use Policy or applicable law. Nothing in this clause excludes or limits liability that cannot lawfully be excluded or limited, and nothing in it removes rights your customers have against you as the seller or service provider.
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25. Governing law and jurisdiction
This agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes) are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.
If you have a complaint, contact hello@simcoai.co.uk with your account email, business name, a summary of the issue and relevant dates; we aim to acknowledge complaints within two business days and to resolve them promptly. Nothing in this agreement affects rights or obligations that cannot lawfully be excluded.