Terms of Service

These Terms of Service are issued by Atel Q, a company registered in England and Wales under company number 16094580, with its registered office at Old Town Hall, 30 Tweedy Road, Bromley, England, BR1 3FE ("Atel Q", "we", "us").

They form a binding agreement between Atel Q and the organisation purchasing the services ("the Client", "you"). Where a signed proposal, order form, statement of work or separate written agreement exists and conflicts with these terms, that document takes precedence for the matters it covers.

These terms apply to businesses acting in the course of a trade or profession. Atel Q does not contract with consumers.

• Services: the implementation, configuration, ongoing service, support and consulting supplied by Atel Q as described in an Order.
• Order: a proposal, quotation, order form or written confirmation setting out the scope, fees and start date for the Services.
• Deployment Instance: a separately configured Atel Q Voice AI environment associated with a particular practice, brand, website, location or separately configured service. One organisation may operate more than one Deployment Instance.
• Usage Charges: telephony, call minutes, messaging, AI processing and other consumption-based or third-party costs incurred in operating a Deployment Instance.
• Client Data: information supplied by the Client or generated through use of the Services, including call recordings, transcripts, contact records and summaries.
• Partner: an organisation authorised to sell or resell Atel Q services under a separate written partner agreement.

Atel Q supplies some or all of the following, as set out in the Order:

• Implementation. Design and configuration of a Voice AI Deployment Instance, including call handling logic, conversation design, connections to agreed systems, testing and handover.
• Ongoing service. Hosting of the Deployment Instance, monitoring, minor configuration adjustments and technical support during normal business hours.
• Consulting and advisory. Strategy, solution design, training and related professional services.

Atel Q will supply the Services with reasonable skill and care. Atel Q may improve or change the underlying technology, platforms and methods used to deliver the Services, provided the agreed functionality is not materially reduced.

Each engagement is defined by an Order. The Order sets out the scope, the number of Deployment Instances, the fees and the intended start date. Anything not stated in the Order is outside scope.

Requests to change scope after work has begun, including additional integrations, additional Deployment Instances, redesigned call handling or additional use cases, will be quoted separately and confirmed in writing before the work is carried out.

Implementation timelines are estimates. They depend on the Client providing information, access and approvals promptly, and Atel Q is not responsible for delay caused by Client-side dependencies or third-party providers.

Implementation is charged as a one-off fee per Order, as quoted. Unless the Order says otherwise, 50% is payable before work begins and the balance is payable on go-live, following Client sign-off. Implementation fees are non-refundable once configuration work has started.

The monthly service fee is charged per Deployment Instance, in advance, from the go-live date. It covers hosting, monitoring, support and minor adjustments. It does not cover new use cases, new integrations or redesign work.

Usage Charges are billed separately from the service fee and are not included in it. They are charged at the rates set out in the Order and invoiced monthly in arrears. Where a Deployment Instance generates unusually high usage, Atel Q may require payment on account or apply a usage cap.

A HIPAA-enabled Deployment Instance carries an additional recurring fee, as described on the compliance page. The applicable fee is confirmed before activation.

All fees are exclusive of VAT and any other applicable taxes, which are added at the prevailing rate. Invoices are payable within 7 days of the invoice date. Atel Q may charge interest on late payment under the Late Payment of Commercial Debts (Interest) Act 1998.

Atel Q may review recurring fees and Usage Charge rates once in any twelve-month period, giving at least 30 days written notice. If the Client does not accept the revised fees, it may terminate the affected service before the new fees take effect.

Unless the Order specifies a minimum term, the ongoing service runs on a rolling monthly basis from go-live and continues until cancelled.

Either party may cancel the ongoing service by giving 30 days written notice, expiring at the end of a billing month. Fees already invoiced or covering the notice period remain payable, and monthly fees are not refunded in part.

Where a minimum term is stated in the Order, the service may not be cancelled before the end of that term except for material breach, and the remaining fees for the minimum term become payable on early cancellation.

The Client is responsible for:

• Providing accurate, current and complete information about its business, services, pricing, availability and handling rules.
• Providing timely access to the systems required for the deployment, including telephony, calendars, CRM, practice-management or booking systems, and any credentials needed.
• Nominating a single decision-maker able to approve configuration and sign off go-live.
• Reviewing and approving the configuration before it goes live, including scripts, escalation rules and anything the Voice AI is permitted to say or book.
• Maintaining its own licences, subscriptions and accounts with third-party platforms where those are held in the Client's name.
• Meeting its own regulatory, professional and clinical obligations. Using Atel Q does not transfer or discharge those obligations.

Atel Q relies on the information and approvals provided by the Client. Atel Q is not responsible for outcomes caused by inaccurate information, unapproved changes made by the Client, or the Client's failure to test the deployment before go-live.

Voice AI deployments handle telephone conversations, which may be recorded, transcribed and summarised. The Client is responsible for ensuring this is lawful in its jurisdiction and for its use case.

In particular, the Client is responsible for:

• Notifying callers that calls may be recorded and that they are speaking to an automated system, where notification is required.
• Establishing a lawful basis for the processing and maintaining its own privacy notices.
• Compliance with direct marketing and electronic communications rules for any outbound calling or messaging, including screening against relevant do-not-call registers.
• Ensuring that any contact list supplied to Atel Q was lawfully obtained and may lawfully be contacted.

Atel Q operates the technology on the Client's instructions. The Client remains the originator of communications made through its Deployment Instance.

The Services must not be used to:

• Break any law, regulation or professional rule applicable to the Client.
• Mislead a caller about who they are dealing with, or impersonate a named individual or another organisation.
• Handle emergency, crisis or clinical triage calls, or any interaction where a delayed or incorrect response could put someone at risk of harm.
• Give regulated medical, legal or financial advice.
• Send unsolicited bulk communications, harass, defraud or deceive.
• Reverse engineer, copy or resell the Services, except under a written partner agreement with Atel Q.

The Client must configure a clear route to a human being for anything the deployment is not designed to handle.

Voice AI systems are probabilistic. They interpret speech and generate responses, and they can misunderstand an accent, mishear a detail, respond imperfectly or fail to complete an interaction.

Atel Q configures deployments to reduce that risk and to escalate appropriately, but does not warrant that the Services will be uninterrupted, error-free, or that every interaction will be handled correctly.

The Client is responsible for testing the deployment, for monitoring its performance in live use and for maintaining a fallback route for callers.

The Services are delivered using third-party infrastructure, including telephony carriers, speech and language model providers, CRM and automation platforms and hosting providers.

Availability, pricing, performance and functionality of those platforms are outside Atel Q's control. Atel Q is not liable for their outages, changes, restrictions or withdrawal, and may substitute an equivalent provider where necessary to keep the Services running.

Where the Client holds an account directly with a third-party provider, the Client is bound by that provider's own terms.

Unless a written service level agreement has been signed, no uptime commitment applies.

Where Atel Q processes personal data on the Client's instructions, the Client will normally act as controller and Atel Q as processor, subject to the actual processing arrangement. A separate data processing agreement applies where required.

Full detail of the controls applied, how health information is handled and when a HIPAA-enabled deployment is activated is set out on the compliance page, which forms part of these terms.

Each party will comply with applicable data protection law. The Client is responsible for the lawful basis, privacy notices and retention requirements relating to its own processing.

Each party will keep the other's confidential information private, use it only for the purpose of the engagement, and protect it with at least reasonable care. This includes pricing, commercial terms, technical configuration, client lists and business plans.

This does not apply to information that is already public, independently developed, lawfully received from a third party, or required to be disclosed by law or a regulator.

Atel Q may name the Client and describe the work at a general level in marketing material, unless the Client asks in writing that it does not.

Atel Q retains all rights in its platform, tooling, prompts, conversation designs, templates, frameworks, documentation, methods and any improvements to them, including where these were developed or refined during work for the Client.

The Client receives a non-exclusive, non-transferable right to use the configured Deployment Instance for its own business for as long as the Services are paid for and active.

The Client retains ownership of its own brand, content and Client Data, and grants Atel Q the rights needed to deliver the Services.

Atel Q may use anonymised and aggregated performance information to improve its services. This will not identify the Client or expose Client Data.

Atel Q services may be sold through authorised Partners.

Where a Partner resells Atel Q services under its own brand, the Partner contracts directly with the end customer and is responsible for that relationship, including pricing, invoicing, support commitments and the terms it offers. Atel Q's contract in that case is with the Partner, not the end customer.

Where a Partner introduces a client and Atel Q contracts directly with that client, these terms apply between Atel Q and the client.

No Partner is authorised to make commitments, warranties or representations on Atel Q's behalf beyond what is set out in these terms and the relevant Order.

Atel Q warrants that it will perform the Services with reasonable skill and care, and that it has the authority to enter into this agreement.

To the fullest extent permitted by law, all other warranties, conditions and terms implied by statute or common law are excluded, including any implied warranty of fitness for a particular purpose or that the Services will meet a specific commercial objective.

Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited.

Subject to that, Atel Q's total liability arising out of or in connection with the Services, whether in contract, tort, negligence, breach of statutory duty or otherwise, is limited to the total fees paid by the Client to Atel Q in the twelve months immediately before the event giving rise to the claim.

Atel Q is not liable for any of the following, however arising:

• Loss of profit, revenue, business, goodwill, opportunity or anticipated savings.
• Business interruption or loss of management time.
• Loss or corruption of data, other than the cost of restoring from the Client's own backups.
• Missed, mishandled or incorrectly routed calls, bookings or enquiries.
• Usage Charges incurred through misuse, misconfiguration by the Client, or fraudulent or malicious call traffic directed at the Client's numbers.
• Any indirect or consequential loss.

These limits reflect the fees charged and the allocation of risk between the parties.

The Client will indemnify Atel Q against claims, losses, fines and reasonable costs arising from:

• The Client's use of the Services in breach of these terms or applicable law.
• Content, instructions, scripts, claims or contact data supplied by the Client.
• The Client's failure to obtain required consents or to meet its own regulatory obligations.

Atel Q may suspend or terminate the Services, in whole or in part, where:

• An invoice remains unpaid 20 days after its due date.
• The Client is in material breach and has not fixed it within 14 days of written notice.
• Use of the Services is unlawful, unsafe or in breach of clause 09, in which case suspension may be immediate.
• The Client becomes insolvent or enters an equivalent process.

On termination, access to the Deployment Instance ends and configuration is deactivated. The Client may request an export of its Client Data within 30 days of termination, after which Atel Q may delete it in line with its retention practice. All outstanding fees and Usage Charges become due immediately.

Clauses covering payment, confidentiality, intellectual property, liability, indemnity and governing law survive termination.

Atel Q may update these terms to reflect changes in the Services, the law or operating practice. The current version is always published at atelq.com/terms-of-service.

Where a change materially affects an existing client, Atel Q will give at least 30 days notice. Continuing to use the Services after that period means the revised terms are accepted.

Force majeure. Neither party is liable for failure to perform caused by events beyond its reasonable control, including carrier and platform failures, outages, cyber attacks, industrial action and acts of government.

Subcontracting and assignment. Atel Q may use subcontractors and remains responsible for their performance. Neither party may assign this agreement without the other's written consent, except to a successor in a business transfer.

Notices. Notices must be in writing and sent to the contact addresses in the Order or to [email protected].

Third party rights. A person who is not a party to this agreement has no rights under the Contracts (Rights of Third Parties) Act 1999.

Entire agreement. These terms, together with the Order and any referenced policies, form the entire agreement and replace any earlier discussions or proposals.

No partnership. Nothing here creates a partnership, joint venture, employment or agency relationship.

Waiver and severance. A delay in enforcing a right does not waive it. If any provision is found unenforceable, the rest continues in force.

These terms and any dispute arising from them are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.

Before starting proceedings, the parties will attempt in good faith to resolve the matter through discussion between senior representatives.