Terms and Conditions of Supply

TERMS OF SUPPLY OF SERVICES

In particular your attention is drawn to paragraph 7 (Basis on which the Services are provided) and paragraph 8 (our Liability).

 

Last updated: 03 December 2024

By subscribing to Caller AI Services, you agree to be bound by these Terms.

The registration process must be completed in order to use caller-ai.com (or any affiliated subdomain) or any Caller AI services. All information supplied by you must be complete and accurate and you agree to inform us of any changes to the registration information immediately.

If you refuse to accept these Terms and our General Terms of Website Use, you will not be able to subscribe for any Services, whether through our website, directly through Caller AI Ltd or through an Affiliate.

For the avoidance of any doubt, these Terms are the only terms and conditions that apply to the provision of the Services, and any other terms and conditions that you purport to incorporate into the Contract are expressly excluded.

1. INFORMATION ABOUT US

www.caller-ai.com is a site operated by Caller AI Ltd (we). We are registered in England and Wales, with our registered office and registered address at 71-75 Shelton Street Covent Garden, Saint Giles WC2H 9JQ.

2. YOUR STATUS

Businesses (you) that subscribe for Services agree that:

(a) the individual subscribing for Services on your behalf warrants and represents to us that they have the capacity and due authority to make that subscription on your behalf; and

(b) you warrant and represent to us that you are a business and not a consumer (i.e. you are not an individual who is subscribing for Services wholly or mainly for your personal use (not for use in connection with your trade, business, craft or profession)).

3. HOW THE CONTRACT IS FORMED BETWEEN YOU AND US

3.1 After subscribing for Services, you will receive an email from us acknowledging that we have received your subscription. Please note that this does not mean that your subscription has been accepted. Your subscription constitutes an offer to us to subscribe for Services. All subscriptions are subject to acceptance by us, and we will confirm such acceptance to you by sending you an email confirming that we will provide the Services to you (the Service Confirmation). The contract between us (Contract) will only be formed when we send you the Service Confirmation. Please check the Service Confirmation very carefully to ensure that it correctly records the Services that you want to subscribe for. If there is an error on the Service Confirmation, please notify us immediately and in any case within 24 hours of us sending you the Service Confirmation, or if earlier, before the commencement of the Services, in accordance with paragraph 11 below.

If you do not notify us within such period, we will assume that you are satisfied with the Service Confirmation, and on the expiry of such period the Contract will be deemed to come into force and will become binding on you, and may only be subsequently terminated, rescinded or varied, either in accordance with these Terms, or with our prior written consent.

3.2 The Contract will relate only to those Services which we have confirmed that we will provide in the Service Confirmation. We will not be obliged to supply any other Services which may have been part of your subscription until the provision of such Services has been confirmed in a separate Service Confirmation.

4. PROVISION OF SERVICES

4.1 Unless we notify you otherwise, the Services will start as soon as payment has been accepted. We will not take any call from any person on your behalf before the Services commence. Do not publicise any of our details or any telephone number (including the Assigned Number, if applicable) associated with us, or pass the same on to any third party, without our prior written consent.
 

4.2 Address Requirements: 

• For 'Local' rated numbers, we will need to provide our telecoms partners with a local address within the country.

• For 'Any' rated numbers, any address can be provided as it is not validated.

• The USA does not have an address requirement.

 

4.3 National vs International Callers:

• All prices relate to inbound / outbound calls within the same country as the line rental number provided, e.g. UK number with UK callers and UK call forward number.

• Where there are international callers, the rates of cost may incur additional charges depending on the location of the caller. Such charges will be confirmed after Services have been used as part of the standard billing that occurs with customers.

 

4.4 Toll Free numbers:

Toll Free numbers are designed to be used for inbound voice calls and are domestically reachable only, and are not accessible from payphones. The exception is US Toll Free numbers which can be reached from Canada

 

4.5 Services outside of the UK are subject to change without notice, including address requirements, inbound/outbound call costs and monthly number line costs

5. PRICE AND PAYMENT

5.1 The price of any Services will be as quoted on either on our Site or as provided by Caller AI Ltd, will from time to time change. Save where specified otherwise, these prices exclude VAT.

5.2 Prices are liable to change at any time. If before services are used, confirmation will be provided to the customer via email with an opportunity to withdraw from the Services. Where an error has occurred in the pricing model or due to unforeseen, regulatory, supplier or government action, whether during or after Services have been used, confirmation of the error and the retrospective charge will be confirmed by email to the customer.

5.3 Unless agreed otherwise, payment for all Services must be in advance by credit or debit card.

5.4 Where you have supplied details of your credit or debit card to us, you hereby authorise us to debit to that card all amounts owing from time to time under the Contract.

5.5 You shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.

5.6 If you fail to pay us any amount due under the Contract, you shall be liable to pay interest to us on that amount from the due date for payment at the rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998.

5.7 If we exercise our right to terminate the Contract pursuant to paragraph 6.2(a) owing to your non payment, we will not be obliged to re-commence providing the Services, even if you subsequently pay all amounts then due to us, unless we specifically agree to do so. If we do agree to re-commence the Service (without being in any way obliged to do so), before we do so, you will be required to pay such re-commencement, or set up, fee or charge, as we shall at that time require.

5.8 Caller-ai.com is a subscription-based service and no refunds can be claimed for unused minutes. 

5.9 Any Competitor (business that sells calling services to other businesses) of caller-ai.com (Caller AI Ltd) using the service for their own client base will be required to pay for all calls with no free credit provided. Competitors using caller-ai.com may be required to switch their client base to our reseller packages on request. Competitors using caller-ai.com are not permitted to transfer credit between their accounts at anytime.


6. TERM OF CONTRACT AND TERMINATION

6.1 Unless otherwise agreed, or as provided in the following paragraph, the Contract will last until either you request a cancellation, we give notice and request a termination or or we opt to terminate the Contract with immediate effect based on 6.2.

6.2 Without prejudice to any other rights or remedies that we may have, we may immediately terminate the Contract without liability to you if:

(a) you fail to pay any amount due under the Contract on the due date of payment and remain in default not less than [7] days after being notified in writing to make such payment; or
(b) you commit a material breach of any of the terms of the Contract; or
(c) you repeatedly breach any of the terms of the Contract; or
(d) you suspend, or threaten to suspend, payment of your debts or are unable to pay your debts as they fall due or admit inability to pay your debts or (where you are a company) are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 or (being a natural person) are deemed either unable to pay your debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) have any partner to whom any of the foregoing apply; or
(e) you commence negotiations with all or any class of your creditors with a view to rescheduling any of your debts, or make a proposal for or enter into any compromise or arrangement with your creditors other than for the sole purpose of a scheme for a solvent amalgamation with one or more other companies for your solvent reconstruction; or
(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with your winding up other than for the sole purpose of a scheme for your solvent amalgamation with one or more other companies for your solvent reconstruction;
(g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over you; or
(h) a floating charge holder over your assets has become entitled to appoint or has appointed an administrative receiver; or
(i) a person becomes entitled to appoint a receiver over your assets or a receiver is appointed over your assets; or
(j) a creditor or encumbrancer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of your assets and such attachment or process is not discharged within 14 days; or
(k) any event occurs, or proceeding is taken, with respect to you in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in paragraphs (d) to (j) above (inclusive);
(l) you suspend or cease, or threaten to suspend or cease, to carry on all or a substantial part of your business;
(m) your line is inactive for longer than a 30 day period; or
(n) your balance drops below £0.
(o) In the event it is suspected that any aspect of the service is being used for illegal, fraudulent or immoral (in the reasonable opinion of the company) purposes, we shall be entitled forthwith to suspend or terminate its service.

6.3 On termination of the Contract for any reason:

(a) Our accrued rights and liabilities as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.

7. BASIS ON WHICH THE SERVICES ARE PROVIDE

Basic Message Taking

If you have subscribed for this Service, we will use our reasonable endeavours to take messages received on the Assigned Number(s), and within such period of time as we have agreed with you, to forward the same by the method of communication that we have agreed with you, to the telephone number, fax number or email address that you have provided to us for that purpose (Contact Number) or to email post the same to you (if we have agreed to establish an email posting service with you on setting up the Services).

Notwithstanding any other term of this Contract, the provision of all the Services is specifically subject to the following:

(a) given the nature of the Services, and in particular the fact that we receive a number of calls and a great deal of information, within a short period of time, there will be occasions on which we fail to record a message and/or details, and/or to pass information on to you, correctly or accurately, and we will not under such circumstances be liable or responsible to you;

(b) we will not provide any Service which is in any way, whether directly or indirectly, involved in or associated with, or which we suspect is in any way, whether directly or indirectly, involved in or associated with, any illegal, defamatory, obscene, sexist, racist, inflammatory or immoral activity, and/or any activity which we determine adversely affects our reputation (Unacceptable Activity). If we suspect any Unacceptable Activity, we will immediately terminate the Services provided to you (notifying the Police or relevant authorities where we feel appropriate), at which time all amounts at that time incurred by us in relation to the provision of the Services will become payable to us. For the purpose of the above, what constitutes Unacceptable Activity will be determined by us at our entire discretion, and our determination on the matter will be final and not subject to discussion;
(c) we will not accept any call which is a reverse charge or collect call, and/or on the basis that we are in any manner required to bear the cost to the caller of making the call to us;
(d) it is your responsibility to ensure that you provide us with an appropriate Contact Number and that at all relevant times the Contact Number is operational and, as you deem appropriate, manned. We will not under any circumstances be responsible nor liable, should the Contact Number be unanswered and/or out of order, or should we otherwise be unable to forward a message, or put an incoming call through, to a Contact Number;
(e) we will not under any circumstances be responsible nor liable, should we mishear and/or misunderstand or be unable to understand, a message and/or a caller, whether because the line is poor, the caller is difficult to understand, the caller’s English is poor, or otherwise. All messages left, and/or communications, with our staff, must be in the English Language;
(f) we will not under any circumstances be responsible nor liable, should we be unable to receive and/or forward a call, or forward a message to you, whether by telephone, fax, email or otherwise, as a direct or indirect result of any: equipment breakdown or malfunction; delay in or breakdown of any telecommunications or internet service; or atmospheric conditions;
(g) in relation to the Customer Service Line and Order Taking and Brochure Request Services, we will not provide, nor will you require us to provide, any response or responses to callers that we have not previously agreed in writing with you. Given the nature of these Services, the fact that responses need to be given to callers in live time, and the fact that our staff are have no special knowledge of, or training in, your products, services or business, if, within their entire discretion, our staff feel at any time, and under any circumstances, that they are unable to, and/or not comfortable in, responding to a particular query and/or handling a particular order, they will not respond to that query and/or handle that order, but in such circumstances will use their reasonable endeavours to take a message, and forward the same to you in the manner referred to above under the heading Call centre;
(h) our staff will not deal with or speak to, any caller who is abusive, or unpleasant, or who shouts or uses bad, inflammatory, sexist, racist or obscene language. When confronted with such a caller, our staff will immediately terminate the call, and if the same caller calls again, not take the call;
(i) no brochures, materials, letters, parcels, documents, products, goods or things (Materials) will be sent to us without our prior written approval, (any Materials sent out without our prior written approval being Unauthorised Materials) and we will not accept and/or be required to keep any of the same on our premises. We will not be required to accept and/or to keep on our premises, and/or to send out on your behalf, any Materials which: (i) we are unable, or (entirely within our discretion) we determine that it would be impractical for us, to examine or identify the nature or contents of; or which we deem (in our absolute discretion) to be: (ii) dangerous, noxious, harmful or deteriorating; or (iii) inconvenient or impractical for us to store or send out, and/or which would constitute an excessive insurance or security risk for us (whether because such Materials are too large in number, or too bulky, or their value exceeds our applicable insurance cover, or otherwise); or (iv) in any way illegal, defamatory, obscene, sexist, racist, inflammatory or immoral, and/or which we determine adversely affect our reputation (any of (i), (ii), (iii) or (iv) being collectively, with Unauthorised Materials, Unacceptable Materials). If we receive any Unacceptable Materials, we will not be obliged to accept the same, but if we do, we will notify you to that we the Materials that we have received are Unacceptable Materials, and you must take steps to collect the same from our premises as soon as possible. Until collected by you, any Unacceptable Materials will be held at your risk and the costs to us of handling, storing and if we deem fit, insuring, the same will be payable by you on demand. If any Unacceptable Materials are not collected by you within 7 days we reserve the right to arrange for the sale and/or removal and/or destruction of the same at your expense, entirely without liability to you, which expenses may be deducted by us from any relevant proceeds of sale. Where we feel appropriate, instead of, waiting for you to collect, and/or destroying the same, we will immediately pass any Unauthorised Materials to the Police or the relevant authorities, without any liability to you.

You hereby indemnify us and will keep us indemnified, on demand, against any claim, damage, cost, demand, fee, fine, expense, penalty, liability, or otherwise (including any professional costs and expenses) that we may at any time, whether directly or indirectly, incur, be subject to or liable for, or be otherwise put to as a result of: (i) any Materials being illegal or immoral; (ii) any Materials, offending or defaming any third party, infringing any third party’s rights, including any copyright, trade mark, service mark, design right, and/or any other intellectual property right or licence of any third party; any claim that (iii) in taking any order, we were acting in our own capacity and not as your agent on your behalf, to the effect that we became personally bound thereby; and/or (iv) without limitation to the above, any breach by you of these Terms.

We have a general and particular lien over all goods, materials, data or otherwise from time to time belonging to you, including without limitation the Materials (Goods), for all claims and money owing by you to us from time to time in any other way whatsoever, together with the following rights:

(a) to put the Goods into a saleable state;
(b) to sell the Goods;
(c) to retain from the proceeds of sale sufficient to pay all monies due from the you to us (including any costs incurred in putting the Goods into a saleable state and the expenses of the sale).

8. OUR LIABILITY

8.1 We warrant to you that any Services provided by us will be provided with reasonable care and skill, provided that given the nature of the Services, we will not be liable nor responsible to you should we fail to record a message and/or details, and/or to pass information on to you, correctly or accurately. All other warranties (whether implied by law or otherwise) will be excluded from the Contract to the fullest extent permitted by law.

8.2 Our liability (howsoever arising, and whether arising by contract, tort, negligence, misrepresentation or otherwise) in connection with the provision of any Services is strictly limited to the price paid for those Services.

8.3 Notwithstanding any other provision, we accept no liability whatsoever, for any loss of: (a) income or revenue; (b) business; (c) profits or contracts; (c) reputation; (d) anticipated savings; (e) data; or for any waste of management or office time; or for any indirect, or consequential, or special, or pure economic, loss, cost or damage, of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.

9. DATA PROTECTION

9.1 The following definitions apply in this paragraph 9.

Data Protection Legislation: up to but excluding 25 May 2018, the Data Protection Act 1998 and thereafter (i) unless and until the GDPR is no longer directly applicable in the United Kingdom, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the United Kingdom and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.

GDPR: the General Data Protection Regulation (Regulation (EU) 2016/679).

9.2 Both you and we shall comply with all applicable requirements of the Data Protection Legislation.  This paragraph 9.2 is in addition to, and does not relieve, remove or replace, either your or our obligations under the Data Protection Legislation.

9.3 Both you and we acknowledge that for the purposes of the Data Protection Legislation, you are the data controller and we are the data processor (where controller and processor are as defined in the Data Protection Legislation).

9.4 Set out below is a summary of the specific processing activities to be undertaken by us in connection with a Contract in relation to personal data (where processing and personal data are as defined in the Data Protection Legislation):

(a) Subject matter of the processing: the performance by us of the Services pursuant to a Contract.

(b) Duration of the processing: the duration of a Contract and/or as required by the Data Protection Legislation and/or other Applicable Law (as defined below).

(c) Nature of the processing: such activities as shall be comprised within the Services which you subscribe for, as more fully described herein.

(d) Purpose of the processing: the performance by us of the Services pursuant to a Contract.

(e) Type(s) of personal data processed: as determined and controlled by you in your sole discretion, and which may include, but is not limited to the following categories of personal data: name, email address and home/office/mobile telephone number(s).

(f) Categories of data subjects (as defined in the Data Protection Legislation) whose personal data will be processed: as determined and controlled by you in your sole discretion, and which may include, but is not limited to the following categories of data subjects:

(i) your prospects, customers, clients, business partners and vendors (who are natural persons);

(ii) officers, employees, agents, advisors and sub-contractors of your prospects, customers, clients, business partners and vendors; and

(iii) your officers, employees, agents, advisors and sub-contractors.

9.5 Without prejudice to the generality of paragraph 9.2, you shall ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of any relevant personal data to us for the duration and purposes of a Contract.

9.6 Without prejudice to the generality of paragraph 9.2, we shall, in relation to any personal data processed in connection with the performance by us of our obligations under a Contract:

(a) process that personal data only on your written instructions unless we are required by the laws of any member of the European Union or by the laws of the European Union applicable to us to process personal data (Applicable Laws). Where we are relying on laws of a member of the European Union or European Union law as the basis for processing personal data, we shall promptly notify you of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit us from so notifying you;

(b) ensure that we have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by us);

(c) ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential;

(d) not transfer any personal data outside of the European Economic Area unless your prior written consent has been obtained and the following conditions are fulfilled:

(i) you and/or we (as appropriate) have provided appropriate safeguards in relation to the transfer;

(ii) the data subject has enforceable rights and effective legal remedies;

(iii) we comply with our obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and

(iv) we comply with reasonable instructions notified to us in advance by you with respect to the processing of the personal data;

(e) assist you, at your expense, in responding to any request from a data subject and in ensuring compliance with your obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(f) notify you without undue delay on becoming aware of a personal data breach;

(g) at your written direction, delete or return personal data and copies thereof to you on termination of the Contract unless required by the Data Protection Legislation and/or other Applicable Law to store the personal data; and

(h) maintain complete and accurate records and information to demonstrate our compliance with this paragraph 9.6 and allow for audits by you or your designated auditor.

10. WRITTEN COMMUNICATIONS

Applicable laws require that some of the information or communications we send to you should be in writing. When using our Site, you accept that communication with us will be mainly electronic. We will contact you by email or provide you with information by posting notices on our Site. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.

11. NOTICES

Either of us may terminate the Contract by giving the other no less than 30 days prior notice, to expire no earlier than your next monthly invoice date (your first invoice date being one calendar month after your Services begin, and so on). All notices given by you to us must be given to Caller AI via email to support@caller-ai.com.

12. TRANSFER OF RIGHTS AND OBLIGATIONS

12.1 The contract between you and us is binding on you and us and on our respective successors and assigns.
12.2 You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent.

12.3 We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.

13. EVENTS OUTSIDE OUR CONTROL

13.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control (Force Majeure Event).
13.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
(a) failures, omissions or delays of any of our employees, sub contractors, agents or consultants;
(b) strikes, lockouts or other industrial action;
(c) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
(d) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
(e) failure and/or breakdown of any communications equipment or public or private telecommunications networks;
(f) the acts, decrees, legislation, regulations or restrictions of any government or relevant competent authority.
13.3 Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.

14. WAIVER

14.1 If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these Terms, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
14.2 A waiver by us of any default shall not constitute a waiver of any subsequent default.
14.3 No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with paragraph 11 above.

15. SEVERABILITY

If any of these Terms or any provisions of a Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

16. NO PARTNERSHIP OR AGENCY

Unless specified otherwise, nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between you and us, nor constitute either you or us the agent of the other for any purpose. Unless agreed otherwise, neither you nor we shall have authority to act as agent for, or to bind, the other in any way.

17. ENTIRE AGREEMENT

17.1 These terms and conditions and any document expressly referred to in them represent the entire agreement between us in relation to the subject matter of any Contract and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.
17.2 We each acknowledge that, in entering into a Contract, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to such Contract except as expressly stated in these Terms.
17.3 Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of any Contract (unless such untrue statement was made fraudulently) and the other party’s only remedy shall be for breach of contract as provided in these Terms.

18. OUR RIGHT TO VARY THESE TERMS

18.1 We have the right to revise and amend these Terms from time to time.
18.2 You will be subject to the Terms in force at the time that you subscribe for Services from us, unless any change to those Terms is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to these Terms before we commence the Services (in which case we have the right to assume that you have accepted the change to these Terms, unless you notify us to the contrary within seven working days of commencement of the Services).

19. LAW AND JURISDICTION

Contracts for the subscription for Services will be governed by English law. Any dispute arising from, or related to, such Contracts shall be subject to the exclusive jurisdiction of the Courts of England and Wales save that we specifically reserve the right to bring proceedings against you in the courts of any other country.