SERVICE AGREEMENT

Last updated: 28 February 2025

This Service Agreement (“Agreement”) is made between Aspective  Limited, a company registered in England and Wales, with its principal place of business at 167–169 Great Portland Street, London W1W 5PF, United Kingdom (“Aspective”), and the individual or entity (“Customer”) accessing or using any SaaS-based platforms, tools, AI services, integrations, or Consultancy services provided by Aspective Limited,  (collectively, the “Services”).

This Agreement becomes effective on the earlier of (a) the date the Customer first accesses or uses any Service, or (b) the date Customer accepts this Agreement electronically or in writing (“Effective Date”).

1. DEFINITIONS

    • “Services”: All software-as-a-service offerings, platforms, APIs, data processing tools, voice-enabled features,  integrations, and consulting solutions provided by Aspective, including white-labelled or branded platforms. 

    • “Customer Data”: All data (including voice, text, documents, and metadata) submitted by Customer or its users for analysis, processing, or storage through the Services.

    • “Permitted Users”: Individuals authorized by Customer to access and use the Services on its behalf.

    • “Order Form”: A document (electronic or written) specifying the Services purchased, applicable fees, and any special terms, referencing this Agreement.

    • “Marketplace Partner”: Any third party listed on Aspective’s platforms offering integrations, services, or solutions through Aspective’s multi-vendor ecosystem.

    • “Custom Solution”: AI models, automation flows, integrations, or other tailored deliverables developed specifically for Customer.

2. SERVICE SCOPE AND USAGE

  • Provision of Services: Aspective grants Customer a non-exclusive, non-transferable right to access and use the Services in accordance with this Agreement and any applicable Order Form.

  • Multi-Tenant Platform: Customer acknowledges that Services may be provided on a shared infrastructure unless otherwise agreed.

  • AI & Voice Processing: Customer consents to the use of AI to transcribe, analyze, and generate outputs from submitted voice or text inputs.

  • Marketplace Access: Services may include third-party tools or integrations. Customer’s use of these may be subject to separate terms from Marketplace Partners.

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3. CUSTOMER OBLIGATIONS

  • Compliance: Customer will ensure all use of the Services complies with applicable laws and does not include prohibited data (e.g., personal health information or sensitive PII) unless authorized in writing.

  • Account Security: Customer is responsible for maintaining the confidentiality of API keys, credentials, and ensuring proper user access controls.

4. FEES & PAYMENT TERMS

  • Fees: Customer will pay fees outlined in the relevant Order Form or pricing schedule.

  • Invoicing & Payments: Payment is due upon receipt or as specified. Late payments may result in service suspension.

  • Taxes: Fees exclude all taxes and levies unless expressly stated.

5. INTELLECTUAL PROPERTY

  • Customer Data: Remains the property of Customer. Aspective may use Customer Data only to provide, support, or improve the Services.

  • Aspective IP: All software, platforms, methodologies, models, templates, and improvements are owned by Aspective or its licensors.

  • Feedback: Aspective may freely use suggestions or feedback provided by Customer without obligation.

6. DATA PRIVACY & SECURITY

  • Data Handling: Aspective will maintain appropriate technical and organizational measures to protect Customer Data.

  • Subprocessors: Customer agrees to Aspective’s use of subprocessors for service delivery, listed in Aspective’s Privacy Policy.

  • Retention: Customer Data will be retained only as long as needed to provide Services or as required by law.

7. SUPPORT AND SERVICE LEVELS

  • Support Availability: Basic support is provided via email and knowledge base. Enhanced support may be included in premium plans.

  • Uptime Commitment: Aspective will use reasonable efforts to provide 99.5% uptime excluding scheduled maintenance or force majeure.

8. CONFIDENTIALITY

  • Each Party will protect the other’s confidential information using reasonable care. This includes all non-public business, technical, or financial information disclosed during the Term.

9. WARRANTIES AND DISCLAIMERS

  • Mutual Warranty: Each Party represents it has authority to enter into this Agreement.

  • Aspective Disclaimer: Services are provided “as-is.” Aspective disclaims all implied warranties, including merchantability or fitness for a particular purpose.

  • Customer Warranty: Customer represents that it has lawful rights to all data it submits and its use of the Services will not violate any law or third-party rights.

10. INDEMNIFICATION

  • Customer Indemnity: Customer will indemnify Aspective for third-party claims arising from its misuse of the Services or breach of this Agreement.

  • Aspective Indemnity: Aspective will indemnify Customer for claims that the core Services (excluding third-party tools or Customer Data) infringe UK intellectual property rights.

11. LIMITATION OF LIABILITY

  • Liability Cap: Each Party’s liability is limited to the total amount paid by Customer in the 12 months prior to the event giving rise to liability.

  • Exclusions: Neither Party is liable for indirect, incidental, punitive, or consequential damages.

12. TERM AND TERMINATION

  • Term: This Agreement remains in effect until terminated. Subscription periods are defined in Order Forms.

  • Termination: Either Party may terminate for material breach if not cured within 30 days. Upon termination, access to Services will cease.

13. GENERAL TERMS

  • Governing Law: This Agreement is governed by the laws of England and Wales.

  • Assignment: Customer may not assign this Agreement without Aspective’s written consent.

  • Force Majeure: Neither Party will be liable for delays or failures beyond their control.

  • Entire Agreement: This Agreement, including Order Forms and referenced documents, constitutes the entire agreement between the Parties.

14. CONTACT

  • If you have any questions or suggestions about these Terms of Service, please contact us at:
    hello@aspective.com