QuickAIHQ Terms and Conditions

B2B AI Services Agreement | Effective Date: November 23, 2025

1. General Provisions and Definitions

1.1. The Parties

This Agreement is entered into by and between:

• QuickAIHQ (the "Agency," "Supplier," "we," or "us"), with its registered office at 4 Craven Hill Gardens, W2 3ES, London, United Kingdom.
• The business entity identified in the online checkout form or subsequent Service Agreement (the "Client," "Customer," or "you").

1.2. Agreement Structure

These Terms and Conditions (the "T&Cs") govern the provision of the Agency's AI Voice Agent and AI Voice Chat Agent services (the "Service"). These T&Cs, together with the specific details agreed upon in the Client's order form or online checkout, constitute the entire agreement (the "Agreement").

1.3. Definitions

• AI Agent: The intelligent virtual assistant (Voice or Chat) provisioned and managed by the Agency for the Client.
• Service Level Agreement (SLA): The agreed-upon standards for service availability and performance.
• Client Customer Data (or "Interaction Data"): Any personal data collected by the AI Agent during interactions with the Client's end-customers.

2. Service Provision and Scope

2.1. Scope of Service

The Agency shall provide the Client with access to and management of the AI Agent service for the agreed monthly fee. The Service includes:

• (a) Deployment and maintenance of the AI Voice Agent and/or AI Voice Chat Agent.
• (b) Integration of the AI Agent with the Client's designated scheduling, CRM, or lead management systems.
• (c) Provision of performance monitoring and analytics where available.

2.2. Exclusions from Scope

Unless explicitly agreed in a separate Statement of Work, the Service does NOT include:

• (a) Content Creation: The generation of non-AI marketing material or professional copy.
• (b) Physical Hardware: The supply or maintenance of telephony hardware, lines, or devices.
• (c) Data Entry: Manual entry, cleansing, or verification of data within the Client's systems.
• (d) Human Intervention: The Service is a fully automated tool and does not include human staff.

2.3. Service Use Restrictions

The Client shall not use the Service for any unlawful, illegal, or harassing activities. The Client must obtain all necessary consents required by law for the collection and processing of Client Customer Data via the AI Agents.

3. Financial Terms and Payment

3.1. Fees and Billing

The Client agrees to pay:

• (a) Setup Fee: A one-time, non-refundable setup or implementation fee.
• (b) Subscription Fee (MRR): A fixed, recurring monthly fee, payable in advance.
• (c) Usage Fee: Variable charges based on consumption above the fixed plan allowance.

3.2. Automated Payment

By entering payment details into the Agency's checkout system, the Client authorizes the Agency (or its designated payment processor) to automatically process fees without further authorization.

3.3. Suspension for Non-Payment

If the Client fails to pay any undisputed amount by the due date, the Agency reserves the right to suspend the Service until all overdue amounts are paid in full.

4. Term, Termination, and Suspension

4.1. Term

This Agreement shall commence on the date the Client completes the automated checkout process and continues for an initial fixed term, automatically renewing thereafter on a month-to-month basis unless terminated.

4.2. Termination by Notice

Either Party may terminate the Agreement by providing written notice at least thirty (30) days prior to the expiry of the Initial Term or any subsequent renewal term.

4.3. Termination for Material Breach

Either Party may terminate this Agreement immediately upon written notice if the other Party commits a material breach and fails to remedy that breach within thirty (30) days of receiving written notice.

5. Data Protection and Confidentiality

5.1. Data Controller and Processor Roles

The Parties acknowledge and agree that, for the purposes of the UK GDPR:

• The Client is the Data Controller for all Client Customer Data.
• QuickAIHQ is the Data Processor, processing Client Customer Data strictly on the Client's documented instructions.

5.2. Prohibition of Data Use for AI Training

The Agency shall not use, and shall ensure that its Sub-processors do not use, the Client Customer Data for the purpose of training, modifying, or refining the underlying AI models without the Client's prior express written authorization.

5.3. Confidentiality

Each Party agrees to protect the Confidential Information of the other Party with the same degree of care it uses to protect its own confidential information.

6. Intellectual Property (IP)

6.1. Agency IP (Background IP)

The Agency retains all right, title, and interest in and to its underlying technology, including all algorithms, proprietary AI models, software, source code, workflows, and templates.

6.2. Client IP (Foreground IP)

All Intellectual Property rights created specifically for the Client (e.g., custom prompt engineering, unique conversation flows), as well as outputs generated by the AI Agent, shall vest in the Client upon full payment of all fees.

6.3. IP Indemnity by Agency

The Agency shall indemnify the Client against any third-party claim that the Agency's core AI Agent technology directly infringes upon any valid UK Intellectual Property right.

7. AI Performance Disclaimer and Warranties

7.1. Experimental Nature

The Client acknowledges that the AI Agent Service utilizes complex, adaptive, and probabilistic technology, which may occasionally produce outputs that are inaccurate, incomplete, or inappropriate. The Service is provided "as-is" without warranties regarding accuracy, reliability, or fitness for a particular purpose.

7.2. Exclusion of Professional Advice

The AI Agent is not a substitute for human professional expertise. Content provided by the AI Agent shall not be interpreted as medical, dental, legal, or financial advice.

7.3. Client Verification Obligation

The Client agrees that it bears the sole responsibility for verifying the accuracy of all critical outputs and data generated by the AI Agent before relying upon that output.

7.4. Limitation of Warranty

The Agency warrants that the Service will be performed with reasonable care and skill. This is the only warranty provided by the Agency.

8. Liability and Indemnification

8.1. Unlimited Liability

Nothing in this Agreement shall exclude or limit either Party's liability for death or personal injury resulting from negligence, fraud, or any liability that cannot be excluded by law.

8.2. Exclusion of Indirect Losses

The Agency shall not be liable for any indirect, incidental, special, or consequential damages, including loss of profit, loss of data, loss of business opportunity, or loss of goodwill.

8.3. Limitation of Financial Liability

The Agency's total aggregate liability shall be limited to one hundred percent (100%) of the total fees paid by the Client during the twelve (12) month period immediately preceding the claim.

8.4. Client Indemnification

The Client shall indemnify the Agency against any claims arising from the Client's misuse of the AI Agent service, breach of Data Controller obligations, or use of the AI Agent to provide professional advice.

9. General Legal Terms

9.1. Governing Law

This Agreement shall be governed by and construed in accordance with the law of England and Wales.

9.2. Jurisdiction

Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement.

9.3. Force Majeure

Neither Party shall be liable for any failure or delay in performing its obligations to the extent caused by a Force Majeure event beyond its reasonable control.

9.4. Notices

All legal notices under this Agreement must be in writing and sent by registered mail or recognized courier service to the addresses set out above.