Terms of Service

This agreement is between SIMCOAI LTD, a company registered in England and Wales (company number 17247747) (“SIMCOAI”, “we”, “us”), and the business or organisation that opens a SIMCOAI account (“you”, the “Customer”). This version takes effect for the Customer when an authorised person affirmatively accepts it in the dashboard. The service agreement 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.

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 [email protected] 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.

“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.

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.

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.

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 [email protected] 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.

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.

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.

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.

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.

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).

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.

Browser voice takeover is available on phone-enabled plans to authorised users with active account access. Once connected, it replaces AI handling with a live conversation between the caller and the dashboard user. It requires browser microphone permission and a working network connection; ordinary call usage and applicable charges continue until the call ends. The Telecoms Policy and Privacy Policy explain handoff behaviour and recording.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

We may update these terms from time to time. For a material change that we apply without asking for a fresh acceptance, we will give at least 30 days’ notice by email or dashboard notice before it takes effect. Where we ask for affirmative acceptance, the updated terms bind you only after you choose to accept them; product features may be paused until you decide. If you decline a material change, you may cancel and receive a pro-rata refund of prepaid Fees for the unused period.

We record the version and time of an affirmative acceptance. Continued use alone is not recorded as a clicked acceptance when the Service asks for a click. The version and effective date are shown at the top of this page, and prior versions are available on request.

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 [email protected] (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.

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.

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 [email protected] 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.

The Customer appoints an account owner with authority to choose a Plan, accept policies, connect integrations and instruct SIMCOAI about Customer Data. An Authorised User acts for the Customer when using those controls. The Customer should promptly remove a user whose role ends, review permissions when duties change, and keep a practical way to recover access if an account owner leaves. We may rely on an instruction that arrives through a valid account session or API key unless we have reason to believe it is unauthorised. This does not remove our duty to apply the security controls we promise.

If people within the Customer disagree about who may instruct us, the Customer must resolve that dispute and give us a verifiable contact. We may temporarily pause a contested change that could expose data, spend money, disconnect a service or delete records while we verify authority. We may ask for reasonable evidence of the business relationship, and we will use the least disruptive step reasonably available. The Customer remains responsible for acts of people it has authorised, while SIMCOAI remains responsible for its own breach of this agreement.

The Customer decides the opening hours, services, prices, business knowledge, routing rules, escalation contacts and instructions it supplies. It must review those details before turning a workflow on and after material changes. If a staff member is unavailable, a price changes or an old policy is withdrawn, the Customer should update the relevant configuration promptly. We will process the current saved configuration, subject to the limitations and safeguards described in this agreement. A preview is a useful check but does not guarantee that every real caller will use the same words or follow the same path.

The Customer must maintain a human path for urgent, disputed, regulated or high-value matters and check records created by automated workflows before taking an irreversible step. SIMCOAI may stop or hand off a workflow when a required fact is missing, a caller cannot be verified or the configured rules conflict. Neither party should treat a generated answer as evidence that an external payment, refund, appointment, dispatch or legal decision actually happened; the relevant system of record and confirmation controls govern that outcome.

A saved draft, proposed action, requested booking or generated message is not an approved transaction unless the Service clearly records completion. The Customer must decide which users may approve purchases, refunds, exports and connected-system changes. Where SIMCOAI offers an approval control, the Customer should use it for actions with financial or legal consequences. We may require a fresh sign-in, confirmation or other reasonable verification for a sensitive action, even if the user is already signed in. A failed or timed-out request should be checked against the transaction history before it is repeated.

The Customer authorises SIMCOAI to send the data needed to perform a connected action to the third-party service it selects, within the scope shown during setup. The Customer is responsible for its agreement with that service, the permissions it grants there, and the accuracy of identifiers it supplies. We are responsible for our own implementation of the connector. A third party may change or suspend its API; we will take reasonable steps to explain a material effect on the Service and, where practical, offer a way to disconnect or export the affected data.

A caller, recipient or Authorised User may provide inaccurate, incomplete or conflicting information. The Customer should review the underlying record and supporting evidence before confirming a refund, changing an order, disclosing sensitive details or making a final decision about a person. SIMCOAI may retain an audit trail of a proposed action, approval, rejection or correction where reasonably necessary to explain what happened, prevent duplicate processing or meet a legal obligation. The ability to edit a current record does not necessarily erase the history of a completed transaction.

If the Customer identifies an error caused by the Service, it should tell us the affected record, approximate time and desired correction without sending unnecessary personal data. We will investigate reasonably, correct an error within our control, and explain any action the Customer must take in its own systems. We may decline to alter a completed financial or communications record where doing so would falsify the audit trail; in that case we may append a correction or help the Customer issue the appropriate reversal. The applicable refund, privacy and data processing terms continue to apply.

Each party will give the other timely information reasonably needed to investigate a security or service incident affecting its obligations. The Customer should preserve relevant identifiers, timestamps and examples; SIMCOAI should preserve available service records and explain known impact through appropriate support or status channels. Neither party is required to disclose another customer’s data, security secrets or legally privileged material. A preliminary incident update may change as facts are verified.

The Customer remains responsible for decisions about notices to its own customers and regulators when it is their controller. SIMCOAI remains responsible for notices required of it as controller and for processor assistance promised in the GDPR & Data Processing Policy. The parties should avoid public statements assigning blame before the facts are established. Cooperation under this clause does not by itself admit liability, waive a legal right or change the remedies and limits elsewhere in this agreement.

The dashboard is intended to show the Customer’s Plan, relevant allowances, usage and charge history. A live counter may lag behind processing, corrections or a provider’s final usage record. Where a charge is disputed, the parties should compare the invoice, relevant transaction identifiers and the applicable rate at the time of use. SIMCOAI will investigate a reasonably particularised dispute and correct an error it confirms. The Customer should notify us promptly when it sees an unexpected charge so that logs remain available to investigate it.

A disputed item does not excuse payment of an undisputed amount. We will not intentionally retry a charge that we know was reversed or refunded without a new basis for it. Credits, refunds and tax adjustments will be shown in a way that allows the Customer to reconcile them. The Billing & Tax and Refund Policies provide the specific calculation and payment rules; this clause explains the evidence and cooperation expected from both parties.

The Customer should plan its own continuity for telephone numbers, booking calendars, messages and records before cancellation or migration. It should request available exports while account access is active, verify that a destination can import the data, and keep any independent backups that its business requires. SIMCOAI will provide the export and retention options described in the product and policies and will not intentionally withhold an available export merely because the Customer chooses to leave. An export may not include proprietary software, another person’s data or information that law requires us to retain separately.

If a provider or legal rule prevents transfer of a number, sender or integration, we will explain the known restriction and the practical next step. The Customer remains responsible for updating its own public contact details and notifying people who rely on its old channel. Termination does not erase accrued payment obligations, confidentiality duties, data protection obligations, lawful retention or claims that arose before it ended. Any prepaid amount due back is handled under the Refund Policy.

The parties will interpret these terms in good faith and in a way that gives effect to the stated allocation of responsibility. A remedy described as exclusive applies only to the matter for which it is expressly stated and does not remove a right that cannot lawfully be restricted. A limitation or exclusion of liability applies only to the extent it is valid under applicable law, including the reasonableness requirements that may apply to standard business terms. Neither party must accept a clause that would make it commit an unlawful act.

If a court holds one provision unenforceable, the rest continues so far as it can operate fairly. The parties will try to replace the affected wording with a lawful provision that most closely preserves its commercial purpose without increasing the other party’s burden beyond what it reasonably expected. Delay in enforcing a right is not a waiver. An email or support answer does not amend this agreement unless a person authorised by SIMCOAI expressly confirms the amendment in writing.

A checkout, signed order or written proposal may identify a Plan, price, term, included allowance and additional service. If a term in that order conflicts with these standard terms, the signed order controls the specific commercial point it expressly changes; the data processing terms continue to govern personal data unless the parties agree an equally protective written replacement. Product descriptions and marketing examples explain intended use but do not silently add unlimited capacity or a bespoke implementation duty. A support message that helps a Customer configure a feature is not a separate professional services agreement.

The Customer should save a copy of the order and check the business name, billing contact and start date. If a displayed order differs from what it intended, it should stop before payment or promptly raise the discrepancy. SIMCOAI will investigate a mismatch between a confirmed order and its billing record and correct an error within its control. If the parties agree a later change, they should identify whether it replaces a prior price, changes the renewal date or adds a separate item; silence on one of those points does not change it by implication.

Where a feature is included only for a specified Plan or region, a general description of the Service does not override the specific entitlement. A Customer may ask whether a feature is available before committing to a workflow. We will not charge for a separately priced item without the order or account action required by the billing terms. Mandatory legal rights are unaffected by the ordering rule.

An Authorised User may act within permissions the Customer gives in the product, but an account permission does not replace the Customer’s own internal approval policy. The Customer should identify who can spend, export data, grant access, change routing or publish content. SIMCOAI may apply additional verification to a high-impact action, and may delay an instruction if a credible conflict about authority arises. We should make the reason and a route to resolve it available to the affected account where safe. This does not let us use a vague authority concern to withhold an ordinary export indefinitely.

The Customer should notify us promptly if a credential is lost, a user leaves, an integration token is compromised or a connected provider account changes hands. We may revoke or pause the affected credential while the account owner regains control. We will not intentionally reveal a secret key, password or recovery code in a support reply to someone merely because they can name the business. The Customer should maintain its own records of who it authorises and should not share one login among several people when named access is available.

If an instruction is clearly outside the authority of the person sending it, neither party should treat a technical success message as curing that defect. The parties will cooperate to reverse a wrongful change where technically and legally possible. Responsibility for resulting loss follows the agreement and applicable law, including each party’s own security failures.

The Customer chooses the content, recipients and lawful purpose of messages sent on its behalf. It should check templates, names, links, prices and escalation text before use and after a material update. SIMCOAI may sanitise unsafe content or reject a template that a provider will not allow. A preview demonstrates format but may not capture every email client, handset, language or network condition. A sent status is not proof of delivery or reading. The Customer should use another route for a notice that must arrive within a legal deadline.

When a workflow proposes a refund, booking, order or change to a customer record, the Customer must decide whether it requires human approval and configure and staff the control accordingly. SIMCOAI may require approval even if the Customer asks to automate a step that presents a serious fraud or safety risk. The approval record should identify the action, relevant amount or details and the user who confirmed it. A confirmation should not be inferred solely from a caller’s silence or from a draft response generated by AI.

The Customer should give people an effective way to correct a mistake or reach a person. SIMCOAI is responsible for carrying out a valid approved instruction through its own systems with reasonable skill and care. The Customer remains responsible for its underlying sale, appointment, professional obligation and relationship with the person receiving the communication.

A feature may depend on a network, browser, device, payment provider, communications carrier or integration chosen by the Customer. We may substitute a provider or change an implementation where necessary to maintain security, lawful processing or service continuity, subject to any notice, data protection and material-change duties. The substitution should not silently enlarge the Customer’s lawful processing purpose or remove a paid core function without the remedies in these terms. We may make temporary changes during an incident and explain the customer effect when reasonably possible.

The Customer is responsible for keeping its own external account authorised and funded, for respecting that provider’s rules, and for reviewing permissions it grants. We are responsible for the connector and data handling we control. If a third-party API changes, we will make reasonable efforts to adapt or explain the affected function, but cannot guarantee that a third party will keep a free or stable interface. A workaround may involve a different supported feature or manual process chosen by the Customer.

If a material dependency is withdrawn and the paid core function cannot reasonably be restored, the Customer may use the cancellation and pro-rata refund rights described in these terms and the Refund Policy. Any claim for additional loss remains subject to the applicable liability provisions and mandatory law.

Before using a workflow with real customers, the Customer should check its business knowledge, opening hours, destination numbers, escalation paths, staff permissions, prices and any approval rules. It should test representative normal and unusual requests, including a request the assistant cannot complete. A successful test shows how that case behaved at that time; it does not guarantee the same result for every caller, accent, device or external provider. The Customer should have a fallback path for work that cannot be delayed.

We may provide setup checks, warnings or documentation to help the Customer launch safely. These do not transfer the Customer’s professional, regulatory or sector-specific obligations to SIMCOAI. If a required third-party registration, consent or credential is missing, we may leave the affected feature disabled rather than send traffic that would breach a rule. The Customer should not conceal a failed check or route traffic through another account to avoid it.

After launch, the Customer should review examples, complaints and failed handoffs in proportion to the risk of its use case. It should correct its data and rules and contact us when the product behaves contrary to them. We will investigate a reproducible platform fault and provide a correction or reasonable workaround within our control. Both parties should act to reduce avoidable harm once a problem is known.

The Customer decides the source of truth for its customer records and should maintain accurate source data. SIMCOAI may display a summary, inferred label or proposed field to support work; the Customer should verify it before using it for a significant decision. A person’s spoken statement, imported record and connected system may conflict. The product may ask for clarification or stop an action instead of choosing one silently. Where an external transaction succeeds but the response is lost, the Customer should check the system of record before retrying.

We may keep a proportionate audit record of account changes, approvals, failed attempts and transaction results to explain disputes, detect duplicate actions and protect accounts. Access to that record is restricted under the Privacy Policy and data processing terms. The Customer may correct the current record where a person supplies better information. An audit entry may remain with a linked correction where deleting it would misrepresent the history of a payment, security event or legal choice.

Neither party should deliberately falsify a log or tell a person that a refund, booking, notice or deletion is complete when it is only requested. If a product status is ambiguous, the Customer should contact support with the record identifier; we will investigate the platform events and identify the confirmed state as accurately as reasonably possible.

If SIMCOAI receives a legally binding demand for Customer Data, we will assess its scope and disclose only what we are required to disclose. Where law permits, we will give the Customer notice so it can seek protection or respond directly. We may withhold or delay notice where prohibited or where doing so would create a serious security risk. A voluntary request from a third party is not automatically a reason to release Customer Data. We may require the requester to approach the Customer as controller.

If the Customer receives a request concerning information we process for it, the Customer should identify the scope and legal basis and give us a documented instruction through the appropriate channel. We will assist under the GDPR & Data Processing Policy. Neither party must disclose another customer’s information, a trade secret or legally privileged material merely because a broad request was made. The parties should preserve relevant records while a valid legal hold applies.

The Customer remains responsible for its own responses to its customers, regulators and courts. We remain responsible for our own legal obligations. Cooperation does not waive either party’s right to challenge an overbroad demand or seek confidential treatment of sensitive information.

We may suspend the minimum affected access reasonably needed to address a serious security risk, suspected fraud, unlawful use, non-payment or a provider or legal requirement. Where safe and practical, we will tell the Customer what was limited, why and what it can do to restore access. An immediate restriction may be needed before notice if delay would expose people or systems to material harm. We may preserve access to billing, legal acceptance, support and data-rights routes where those routes can be provided safely.

The Customer may give evidence that a restriction was mistaken or that the cause has been removed. We will review it reasonably and restore access when the reason no longer applies, subject to any lawful continuing restriction. We may require a password reset, credential rotation, payment confirmation, removal of abusive content or a safer configuration first. A temporary protective block should not be treated as a final finding of wrongdoing without investigation.

Fees, credits and refunds during a suspension depend on the cause and the specific terms governing the affected service. We will not charge for a separately ordered service that was never provisioned due to our own failure as if it had been delivered. We may recover amounts lawfully due for service already supplied. Mandatory remedies remain available.

A party raising a dispute should describe the affected account, transaction or obligation and the outcome it seeks. The other party should investigate and respond through an appropriate contact, giving a reason for its position. The parties should first try to resolve a commercial disagreement through good-faith discussion, including correction of an obvious record or calculation error. This process does not prevent either party from seeking urgent relief, pursuing a payment-provider process or meeting a legal deadline.

While a dispute is pending, each party should preserve reasonably relevant records and continue performing undisputed obligations where feasible. A Customer should pay an undisputed invoice amount; we should not use a disputed amount as a reason to conceal its own billing evidence. Confidential settlement discussions should be identified as such where appropriate. Neither party is required to accept an unfair compromise merely to keep the Service running.

If discussion fails, the governing law and court clause applies. Each party should consider a proportionate alternative dispute process where both agree, but no informal process is compulsory unless separately agreed. A support escalation does not shorten a statutory limitation period or remove a non-excludable claim.

The Customer should keep an account email and billing contact that it monitors. We may send ordinary service, policy, payment and incident notices to the contact recorded in the account or by an in-product message, where the agreement and law permit. A notice that needs a particular legal method will be sent by that method. We should not treat a marketing preference as permission to suppress a necessary security or contractual notice, or treat a service notice as permission to market an unrelated product.

The Customer should notify us when its legal name, control or contact details change. If an email bounces or a mailbox is abandoned, we may use another verified contact or dashboard notice where appropriate. The Customer can ask support which address received a material notice. We will not publish account-specific financial or personal details on a public status page merely to make a notice visible.

A policy change that requires new acceptance will be presented for a fresh, affirmative choice. Continued use alone should not be recorded as a clicked acceptance where the product asks for a click. The version, date and account context of an actual acceptance are retained under the Privacy Policy.

SIMCOAI provides software and operational support, not the Customer’s regulated service or professional judgement. A clinic, adviser, retailer, care provider or other business remains responsible for the standards that apply to its work, including qualifications, licences, records, customer notices and complaint handling. The Service may help capture a request and route it, but does not make a medical, legal, tax, financial or safety decision for the Customer. The Customer should configure the assistant to refer such matters to a qualified person.

We remain responsible for obligations we expressly accept as a software provider and for our own negligence, data protection duties and contractual breaches, subject to lawful limits. We cannot avoid responsibility for a platform defect merely because the Customer also has a duty to review its workflow. Where both parties contributed to a problem, responsibility should be assessed on the facts and applicable law rather than assigned by a blanket label.

The Customer should tell us if a planned use is unusually sensitive before relying on a feature for it. We may explain limits, suggest a safer configuration or decline to support a use outside the agreed Service. A written bespoke agreement may be needed for a materially different risk or support requirement.

If either party becomes aware of a problem likely to cause loss, it should take reasonable steps within its control to reduce further harm. For the Customer, that may mean pausing a faulty workflow, correcting an incorrect destination, checking a transaction before repeating it, or using a human fallback. For SIMCOAI, it may mean restricting a defective feature, correcting a platform error, notifying affected Customers or helping reconcile a transaction. Neither party is expected to take an unlawful step, disclose another person’s confidential data or incur a disproportionate cost without agreement.

A party seeking compensation should explain the loss, the causal link and steps taken to limit it. The other party may ask for reasonable supporting evidence and should not demand irrelevant confidential information. The liability provisions determine what can be recovered; this clause does not create a new exclusion or remove a non-excludable duty. A service credit or refund already paid for the same event should be taken into account to avoid double recovery, while an unpaid valid claim remains available under the agreement and law.

The parties should keep communications about a live incident factual and timely. An early estimate may change as better records become available. A Customer should not have to keep an unsafe workflow running solely to preserve a claim, and SIMCOAI should not delay a needed protective fix solely because the parties disagree about responsibility.

The Customer must not transfer its account, telephone numbers, credentials or this agreement to another legal entity without the permissions required by these terms, provider rules and law. A sale of assets, franchise arrangement or change of trading name can affect who controls Customer Data and who is liable for charges. The Customer should contact us before the change so the parties can verify authority, billing details, data protection roles and any number or integration restrictions. We will not unreasonably withhold cooperation with a lawful business transfer where the new operator can meet the agreement.

SIMCOAI may reorganise its business or transfer this agreement to a successor that can perform the obligations, subject to applicable notice and data protection duties. Such a transfer does not erase accrued claims or permit an undisclosed new purpose for Customer Data. We will give a practical contact for questions about a material change. If a transfer materially reduces a paid service or protection, the Customer retains the relevant cancellation and refund rights.

Neither party may use an assignment to avoid an existing debt or breach. A person who merely acquires a login or pays an invoice does not automatically become the contracting Customer. The account record and any verified written transfer determine which business is party to the agreement.

Support can explain documented product behaviour, help investigate a defect and guide a Customer through available settings. It cannot approve the Customer’s legal basis for contacting people, certify a tax treatment, determine a professional standard or guarantee an external provider’s future actions. A support agent may suggest a configuration based on the facts provided, but the Customer should test it and decide whether it fits its business. We will correct product information we know is materially wrong and escalate a technical defect we can reproduce.

If the Customer needs custom work, migration, legal review, dedicated availability or a special data arrangement, the parties should agree scope, price, deliverables and acceptance criteria in writing before work begins. An informal troubleshooting call does not silently create an unlimited custom development obligation. We may decline a request that would weaken another Customer’s security or breach law, while explaining the reason and a lawful alternative where possible.

Product documentation may change to reflect a release. A material change to the contractual service is governed by the change provisions, not by quietly replacing a help article. Where a support answer conflicts with an express signed order, the signed order governs unless the parties properly amend it.

Ending the agreement stops new use of the Service except for any limited transition or export period expressly provided. It does not cancel charges properly incurred before the end date, an approved refund, a confidentiality obligation, an accrued claim, a lawful data retention duty or a term that by its nature must continue to resolve those matters. The parties should reconcile the final invoice, prepaid balance and credits and identify any open dispute. An account closure should not be described as a completed refund until the payment record confirms it.

The Customer should remove or rotate credentials it has placed in connected systems and update its published telephone or contact routes. We will disable access and handle Customer Data under the stated retention and deletion rules. Each party should return or protect the other’s confidential material according to the applicable clause and legal obligations. Neither party may continue using the other’s trade marks or confidential information for a new purpose merely because copies remain in an archive.

Where a matter remains disputed after closure, the parties should retain only reasonably relevant records and provide a contact for resolving it. A legal acceptance record may remain to establish which version applied, but it does not authorise a new charge or processing purpose after the relationship ends.

Each party should identify a contact who can answer a reasonable question about an active incident or disputed charge. A party should not ignore a material correction merely because the other first used the wrong support category. The parties will use relevant account, transaction and incident records to establish what happened, protect unrelated people’s information, and correct a confirmed error. This duty of cooperation does not make either party a guarantor of the other’s business decisions or waive a legal claim.