LIGHTNING BUSINESS SOLUTIONS · UNITED KINGDOM

Terms & Conditions

Greyline Technologies Limited, company 16673047, trading as Lightning Business Solutions.

Terms & Conditions

Last Updated: January 2022

1. Introduction and Definitions

This Master Services Agreement ("Agreement") is made between Greyline Technologies Limited (trading as Lightning Business Solutions and Imogen Grace), registered in England & Wales with company number 16673047 ("Supplier", "we", "us"), and the Client identified in the Order Form ("Client", "you").

Definitions:

"Services": The consultancy, automation, and digital assistant services provided by us.
"Imogen Grace": Our proprietary digital assistant software platform.
"Deliverables": Any systems, workflows, or documents we create for you.
"Intellectual Property Rights": Copyright, trademarks, and code ownership.

2. Basis of Contract

2.1. The Order constitutes an offer by the Client to purchase Services in accordance with these Conditions.

2.2. The Contract shall come into existence when we issue a written acceptance of the Order or commence the Services.

2.3. These Conditions apply to the exclusion of any other terms that the Client seeks to impose or incorporate.

3. Supply of Services (Consultancy)

3.1. We shall supply the Services to the Client in accordance with the Specification in all material respects.

3.2. We shall use reasonable endeavours to meet any performance dates specified, but any such dates shall be estimates only.

3.3. We warrant to the Client that the Services will be provided using reasonable care and skill.

4. Digital Assistant Services (Imogen Grace)

4.1. Service Availability: We aim to maintain 99.9% uptime for our digital assistant services. However, we do not guarantee that the service will be uninterrupted or error-free.

4.2. AI Disclaimer: The "Imogen Grace" service utilizes Artificial Intelligence (AI). While designed for accuracy, AI outputs are probabilistic. We accept no liability for misunderstandings or actions taken based on AI interpretation of caller intent.

4.3. Emergency Calls: The Service is NOT designed to handle emergency calls (e.g., 999/112). You must ensure alternative arrangements for emergency communications.

5. Service Level Agreement (SLA) & Credits

5.1. For Enterprise and Public Sector clients, we adhere to a target uptime of 99.0% during business hours.

5.2. In the event that uptime falls below 99.0% in any given calendar month, the Client may be eligible for Service Credits as defined in the specific Service Schedule.

6. Charges & Payment

6.1. Fees: Fees for project work and subscriptions shall be calculated in accordance with the rates set out in the Order.

6.2. Payment Terms: Invoices are payable within 14 days of the date of the invoice unless otherwise agreed in writing.

6.3. Late Payment: We reserve the right to charge interest on overdue amounts at the rate of 8% per annum above the Bank of England's base rate.

7. Intellectual Property Rights

7.1. Our IP: All Intellectual Property Rights in the "Imogen Grace" platform, underlying code, voice models, and methodologies are owned by the Supplier.

7.2. Client Licence: Upon full payment, we grant you a non-exclusive, royalty-free licence to use the specific Deliverables for your internal business purposes.

8. Data Protection & GDPR

8.1. Both parties will comply with all applicable requirements of the UK Data Protection Legislation.

8.2. The Client acknowledges that they are the Data Controller and the Supplier is the Data Processor.

8.3. The Client consents to the Supplier appointing third-party sub-processors (including AI providers such as OpenAI, Twilio, and Bland.ai) strictly for the provision of the Services.

9. Limitation of Liability

9.1. Nothing in the Contract limits any liability which cannot legally be limited, including liability for death or personal injury caused by negligence or fraud.

9.2. Subject to clause 9.1, our total liability to the Client shall not exceed the total Charges paid by the Client in the preceding 12 months.

9.3. We shall not be liable for loss of profits, loss of sales, or indirect or consequential loss.

10. Termination

10.1. Subscription Services: Either party may terminate a monthly subscription Service by giving not less than 30 days' written notice.

10.2. Breach: Either party may terminate the Contract immediately if the other party commits a material breach of any term.

11. Public Sector Provisions

Where the Client is a Public Sector Body:

11.1. Freedom of Information: We shall assist and cooperate with the Client to enable the Client to comply with its disclosure obligations under the Freedom of Information Act 2000 (FOIA).

11.2. Transparency: We acknowledge that the Client may be required to publish details of this Contract in accordance with government transparency guidelines.

12. General

12.1. Force Majeure: Neither party shall be in breach of the Contract for delay or failure to perform due to events beyond reasonable control.

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

12.3. Jurisdiction: Each party agrees that the courts of England and Wales shall have exclusive jurisdiction.