Master Terms of Service

Neural Aspect Ltd
Last Updated: 1 November 2025

This Agreement is made between Neural Aspect Ltd (“we”, “us”, “our”) and The Client (“you”, “your”).

1. Definitions

Service:
The AI Voice Agent platform, including setup, configuration, hosting, and management of associated integrations (e.g., Twilio, RetellAI, GoHighLevel), together with analytics and support services provided by us. The Service does not include direct administrative access to the third-party platforms we manage.

Client Data:
All data, including personal data, call recordings, transcripts, and information originating from your CRM or communication channels, processed by our Service.

Subscription Term:
The monthly or annual period for which you have paid to use the Service.

Fees:
The subscription fees, setup charges, and usage fees payable for the Service.

2. The Service

2.1. We grant you a non-exclusive, non-transferable right to use the Service during the Subscription Term for your internal business operations.
2.2. We will use commercially reasonable endeavours to make the Service available, except during planned maintenance.
2.3. We reserve the right to modify or improve the Service, provided the modification does not materially decrease functionality. We will notify you of any material modification.
2.4. Additional paid services, such as custom machine learning model development, platform setup, or other consulting work, may be provided under separate Statements of Work agreed between the parties.

3. Fees and Payment

3.1. You shall pay the Fees to us for the Service in accordance with your selected pricing plan.
3.2. Setup fees (currently £400) are billed separately and payable in advance.
3.3. Monthly subscriptions are payable in advance; usage fees (e.g., telephony minutes, phone numbers, or message charges) are billed monthly in arrears based on the previous month’s consumption.
3.4. All Fees are payable in pounds sterling (GBP).
3.5. Fees are non-refundable. Subscriptions automatically renew unless terminated in accordance with this Agreement.
3.6. We reserve the right to revise pricing with at least 30 days’ written notice prior to the next Subscription Term.
3.7. If payment is not received within 14 days of the due date, we may suspend access to the Service until payment is received.

4. Client Obligations

4.1. You are responsible for the legality, reliability, and integrity of the Client Data.
4.2. You shall use reasonable endeavours to prevent unauthorised access to the Service.
4.3. You are solely responsible for determining and maintaining a lawful basis for processing personal data, including obtaining valid consent for any call recordings or communications made through the Service.
4.4. You agree to comply with all applicable laws regarding telecommunications, data protection, and call recording in the United Kingdom.

5. Data Protection and Privacy

5.1. Both parties will comply with all applicable requirements of UK Data Protection Legislation. For the purposes of this Agreement, you are the Data Controller and we are the Data Processor.

5.2. We shall process Personal Data only on your documented written instructions and in accordance with Neural Aspect’s Data Processing Addendum, which forms part of this Agreement.

5.3. We maintain appropriate technical and organisational measures to protect Personal Data and shall notify you without undue delay (and in any event within 72 hours) upon becoming aware of any personal data breach affecting Client Data.

5.4. We may process aggregated and anonymised data derived from Client Data for the purpose of improving and optimising the Service, provided that such data cannot identify you or any individual.

5.5. You acknowledge that the Service is delivered using third-party sub-processors, including GoHighLevel (LeadConnector LLC), Twilio Inc., and RetellAI Inc. These providers process Client Data only to the extent necessary to deliver the Service and are bound by written agreements containing data protection obligations consistent with UK GDPR.

5.6. Client Data may be processed or stored outside the United Kingdom, including in the United States. Neural Aspect ensures that all such transfers are made in compliance with UK GDPR, using either the UK–US Data Bridge or Standard Contractual Clauses, as appropriate.

5.7. You have the right to export Client Data at any time during the Subscription Term. Following termination, we will retain Client Data for 30 days to allow for export or retrieval, after which it will be permanently deleted from our systems unless required by law.

6. Intellectual Property Rights

6.1. We and/or our licensors own all intellectual property rights in the Service and any bespoke developments, including custom AI workflows hosted as part of the Service.
6.2. You own all intellectual property rights in your Client Data. You grant us a licence to process your Client Data solely for the purpose of providing the Service.

7. Warranties

7.1. We warrant that the Service will be provided with reasonable skill and care.
7.2. We do not warrant that the Service will be uninterrupted or error-free or that it will meet your specific business requirements.
7.3. Except as expressly stated in this Agreement, all warranties, conditions, and terms implied by statute or common law are excluded to the fullest extent permitted by law.

8. Limitation of Liability

8.1. Nothing in this Agreement excludes liability for death or personal injury caused by negligence, or for fraud.
8.2. We shall not be liable for any loss of profits, business, revenue, data, or any special, indirect, or consequential losses.
8.3. Our total aggregate liability in contract, tort, or otherwise shall be limited to the total Fees paid by you during the 12 months immediately preceding the date of the claim.
8.4. The AI Voice Agent is an automated system and may not always respond accurately or appropriately. You remain responsible for verifying outputs before taking business decisions based on them.
8.5. The Service relies on third-party platforms. We are not liable for failures, delays, or interruptions caused by these providers.
8.6. You agree that any claim must be brought within 12 months of the event giving rise to it.

9. Termination

9.1. Either party may terminate this Agreement by providing at least 30 days’ written notice before the start of the next Subscription Term.
9.2. We may terminate this Agreement immediately if you are in material breach of any term.
9.3. Upon termination, all rights granted to you shall cease.
9.4. Data Retention: Following termination, Client Data will be retained for 30 days for export purposes, then permanently deleted unless otherwise required by law.

10. Implementation and Pilot

10.1. Where the Service is provided as part of a pilot or proof of concept, either party may terminate the pilot at any time on written notice without further liability.

11. Support

11.1. We provide technical support via email during UK business hours (9:00 AM – 5:00 PM, Monday to Friday).

12. General

12.1. Entire Agreement: This Agreement (including any referenced Addendums or Statements of Work) constitutes the entire agreement between the parties.
12.2. Professional Indemnity: Neural Aspect maintains professional indemnity insurance suitable for the nature of the Service.
12.3. Governing Law: This Agreement shall be governed by the laws of England and Wales, and both parties agree to the exclusive jurisdiction of the courts of England and Wales.