Terms of Service

These Terms of Service (the “Terms”) form a legally binding agreement between CIREL TECHNOLOGIES LTD, a private limited company incorporated in England and Wales with company number 17248011 and registered office at 71–75 Shelton Street, Covent Garden, London, WC2H 9JQ, United Kingdom (“Cirel”, “we”, “us”, or “our”), and the business or organisation that accesses or uses the Services (“Customer”, “you”, or “your”).

These Terms apply to Cirel’s websites, applications, dashboards, APIs, integrations, AI voice agents, conversational AI systems, telephony, messaging, email, calendar, lead intelligence, workflow, and related products and services (together, the “Services”).

If an individual accepts these Terms or uses the Services on behalf of a Customer, that individual represents and warrants that they have authority to bind the Customer. The Customer is responsible for its Authorised Users and for all use of the Services through its accounts.

These Terms are intended for business users only. The Services are not offered to consumers acting wholly or mainly outside their trade, business, craft, or profession.

By creating an account, signing an Order, clicking to accept these Terms, or accessing or using the Services, you agree to be bound by these Terms. If you do not agree, you must not access or use the Services.

1Contract documents and order of precedence

1.1 These Terms incorporate by reference:

• our Privacy Policy, which explains how Cirel processes personal data as a controller
• our Data Processing Addendum (“DPA”), where Cirel processes personal data on behalf of the Customer; and
• any order form, online checkout, statement of work, subscription confirmation, or other ordering document agreed between the parties (each an “Order”)

1.2 If there is a conflict, the following order of precedence applies, unless an Order expressly states otherwise:

• an executed master services agreement or other individually negotiated agreement
• the applicable Order
• the DPA, but only in relation to the processing of personal data
• these Terms; and
• product documentation made available by Cirel

1.3 If the parties have entered into a separate master services agreement that expressly governs the Services, that agreement applies instead of these Terms to the extent stated in it.

2Eligibility, accounts, and Authorised Users

2.1 To use the Services, you must be legally capable of entering into a binding business contract. Each individual Authorised User must be at least 18 years old.

2.2 You must provide accurate, current, and complete registration, billing, and account information and keep it updated.

2.3 Login credentials are personal to the relevant Authorised User and must not be shared. You are responsible for:

• keeping credentials, API keys, access tokens, and connected accounts secure
• configuring appropriate roles and permissions
• activity carried out through your accounts, except to the extent caused by Cirel’s breach of these Terms; and
• notifying us promptly at security@cirel.ai if you know or reasonably suspect that an account, credential, or integration has been compromised

2.4 You must not permit more users to access the Services than your subscription allows. We may require you to verify your identity, business details, or authority to act for the Customer where reasonably necessary for security, fraud prevention, or legal compliance.

3The Services

3.1 Subject to these Terms, the applicable Order, and payment of all fees, Cirel grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right during the Subscription Term to access and use the Services for the Customer’s internal business purposes.

3.2 The Services may allow the Customer to configure and operate AI agents and automated workflows that can, depending on the selected plan and configuration:

• make, receive, route, record, transcribe, summarise, or analyse calls
• engage with leads, customers, employees, suppliers, or other persons
• send or draft emails, messages, follow-ups, and attachments
• access availability and create, update, or cancel calendar bookings
• connect with CRM, telephony, email, calendar, and other third-party systems
• process lead and business information
• perform classification, qualification, routing, and workflow actions; and
• produce analytics, recommendations, summaries, and other AI-generated outputs

3.3 Features, limits, call allowances, geographic coverage, supported languages, integrations, and service levels depend on the applicable Order or plan. Unless expressly stated in an Order, descriptions on our website or in documentation do not create a guaranteed service level or warranty.

3.4 We may update, improve, replace, or discontinue features from time to time. We will give reasonable advance notice where a change materially reduces the core functionality of a paid Service during the Customer’s current Subscription Term, unless the change is required sooner for security, legal, regulatory, provider, or operational reasons.

3.5 We may provide previews, trials, experimental features, or beta services. These may be changed or withdrawn at any time and are provided without any commitment as to availability, performance, support, or continued release.

4Acceptable use

4.1 You must use the Services only in accordance with these Terms, the applicable Order, the documentation, and all applicable laws and regulations.

4.2 You must not, and must not permit any third party to:

• use the Services for unlawful, fraudulent, deceptive, abusive, harassing, defamatory, discriminatory, or harmful purposes
• impersonate another person or organisation, misrepresent identity or affiliation, or use synthetic voice or content in a materially deceptive manner
• make unlawful marketing calls or send unlawful marketing emails, texts, or other communications
• contact any person who has validly opted out, objected, or appears on an applicable suppression or do-not-contact list where contact is prohibited
• record, monitor, transcribe, or analyse a communication without providing any legally required notice or obtaining any legally required consent
• upload, transmit, or otherwise process Customer Content without all rights, notices, consents, permissions, and lawful bases required to do so
• use the Services for emergency communications or as a replacement for emergency services
• use AI output as the sole basis for decisions that produce legal or similarly significant effects concerning a person, including decisions relating to employment, credit, insurance, housing, healthcare, education, or access to essential services, unless the use is lawful and appropriate safeguards and meaningful human review are in place
• generate or distribute malware, malicious code, spam, phishing, unlawful surveillance, or content that infringes another person’s rights
• attempt to gain unauthorised access to the Services, another customer’s data, or any connected system
• probe, scan, test, or circumvent security, authentication, rate limits, usage limits, or access controls, except under a written security testing authorisation from Cirel
• interfere with, disrupt, overload, or degrade the Services or any network or system used to provide them
• reverse engineer, decompile, disassemble, translate, or otherwise attempt to derive source code, models, algorithms, or non-public components of the Services, except to the limited extent that applicable law expressly permits this despite a contractual restriction
• copy, modify, sell, resell, rent, lease, sublicense, distribute, or commercially exploit the Services except as expressly permitted in writing by Cirel
• scrape or extract data from the Services other than Customer Content using documented export functionality or APIs
• use the Services or their outputs to build, train, fine-tune, benchmark for publication, or improve a competing product, model, or service without Cirel’s prior written consent
• remove or obscure proprietary, legal, safety, or attribution notices; or
• use the Services in breach of sanctions, export controls, telecommunications rules, data protection law, or intellectual property law

4.3 We may investigate suspected misuse and may restrict or suspend access where reasonably necessary to protect the Services, other customers, third parties, or Cirel, or to comply with law. Where practicable, we will notify you and give you a reasonable opportunity to remedy the issue.

5Customer responsibilities for AI agents and communications

5.1 The Customer controls the purpose, audience, instructions, scripts, prompts, knowledge, data sources, workflows, integrations, call settings, disclosure language, and deployment of its AI agents. The Customer is responsible for reviewing those configurations and determining whether its use is appropriate and lawful.

5.2 Without limiting Section 4, the Customer is responsible for:

• having a lawful basis for processing personal data and contacting each recipient
• complying with applicable direct marketing, telemarketing, consumer protection, employment, sector-specific, and telecommunications laws
• maintaining and applying opt-out, objection, suppression, and do-not-contact records
• screening against applicable preference services and registers, including the UK Telephone Preference Service and Corporate Telephone Preference Service where applicable
• identifying the Customer or the person on whose behalf a communication is made and providing valid contact details where required
• making any legally required disclosure that a person is interacting with an AI system
• giving notice of recording, transcription, monitoring, or automated processing and obtaining consent where required
• ensuring that purchased, scraped, enriched, uploaded, or otherwise sourced lead data was obtained and may be used lawfully
• ensuring that scripts, claims, offers, prices, qualifications, and statements used by an AI agent are accurate, fair, and not misleading
• supervising material workflows and using appropriate human review, escalation, and fallback procedures; and
• ensuring that its instructions do not cause Cirel or a Provider to breach applicable law or third-party terms

5.3 The Customer must not represent that Cirel endorses the Customer, its products, or its communications. Cirel does not determine whether the Customer’s specific campaign, audience, script, recording practice, or use case is lawful.

5.4 You acknowledge that laws governing AI, automated calls, direct marketing, recording, and data protection differ between countries and may change. You are responsible for determining which laws apply to each communication based on factors such as the caller, recipient, phone number, location, channel, purpose, and technology used.

6Customer Content and AI output

6.1 “Customer Content” means data, prompts, scripts, recordings, transcripts, messages, files, documents, lead lists, CRM data, calendar data, instructions, credentials, and other materials submitted to, connected to, generated through, or transmitted using the Services by or on behalf of the Customer. Customer Content does not include Cirel’s software, models, templates, documentation, or Aggregated Data.

6.2 As between the parties, the Customer retains all right, title, and interest in Customer Content. The Customer represents and warrants that it has all rights and permissions required for Cirel and its Providers to process Customer Content as contemplated by these Terms, the applicable Order, and the DPA.

6.3 The Customer grants Cirel and its Providers a worldwide, non-exclusive, limited licence during the Term to host, copy, transmit, display, modify, create technical derivatives from, and otherwise process Customer Content only as reasonably necessary to:

• provide, secure, support, and maintain the Services
• carry out the Customer’s instructions and connected integrations
• prevent fraud, abuse, and security incidents
• comply with law; and
• exercise Cirel’s rights and perform its obligations under the Agreement

6.4 Unless otherwise agreed in writing, Cirel does not use Customer Content from a Customer workspace to train general-purpose or shared AI models. We may use Aggregated Data in accordance with Section 12.4.

6.5 The Services may produce text, speech, classifications, summaries, recommendations, actions, or other AI-generated material (“Output”). Subject to applicable law and third-party rights, Cirel assigns to the Customer any rights Cirel may have in Output generated specifically for the Customer. This does not transfer rights in the Services, underlying models, templates, methods, or materials, and similar or identical output may be generated for others.

6.6 AI and automated systems can produce inaccurate, incomplete, offensive, or unexpected results. Output is not professional, legal, medical, financial, or other regulated advice. The Customer must evaluate Output for accuracy, legality, suitability, and required human oversight before relying on it or communicating it to others.

6.7 Cirel may remove or restrict access to Customer Content where we reasonably believe it violates these Terms or law. We will notify the Customer where legally and reasonably permitted.

7Third-party services and Providers

7.1 The Services may rely on or integrate with third-party providers, including providers of hosting, databases, telephony, phone numbers, messaging, email, calendars, CRM, authentication, payment processing, transcription, speech synthesis, AI models, analytics, and security (“Providers”).

7.2 You authorise Cirel to transmit Customer Content and instructions to Providers as reasonably necessary to provide the Services. Processing of personal data by Providers is addressed in the DPA and our Privacy Policy.

7.3 If you connect your own third-party account or credentials, you are responsible for obtaining and maintaining that account and complying with the third party’s terms. You authorise Cirel to access and use the connected account on your behalf to provide the requested integration.

7.4 Third-party services are outside Cirel’s control. Cirel is not responsible for a third party’s acts, omissions, availability, changes, suspension, termination, data practices, or separate charges, except to the extent directly caused by Cirel’s breach of the Agreement.

7.5 We may change a Provider where reasonably necessary, including for performance, availability, security, compliance, or commercial reasons, subject to any commitments in the DPA or an Order.

8Data protection and security

8.1 Each party must comply with the data protection laws applicable to its processing under the Agreement, including the UK GDPR, the Data Protection Act 2018, and, where applicable, the EU GDPR.

8.2 Where Cirel processes personal data on behalf of the Customer, the DPA applies. The Customer is the controller and Cirel is the processor unless the DPA or applicable law provides otherwise.

8.3 Cirel will maintain technical and organisational measures designed to protect Customer Content against accidental or unlawful destruction, loss, alteration, unauthorised disclosure, or access, as further described in the DPA or applicable security documentation.

8.4 No online service is completely secure. The Customer is responsible for using available security settings, limiting access, maintaining secure devices and networks, and promptly removing access for users who no longer require it.

8.5 Cirel’s Privacy Policy applies where Cirel processes personal data for its own purposes as a controller, including account administration, billing, support, security, and business communications.

9Fees, subscriptions, trials, and payment

9.1 The Customer must pay the fees, usage charges, and other amounts stated in the applicable Order or displayed at checkout. Fees may include subscription charges and variable charges based on usage, calls, minutes, messages, data, phone numbers, integrations, or other measured activity.

9.2 Unless an Order states otherwise:

• subscriptions renew automatically for successive periods equal to the initial Subscription Term until cancelled
• fees are billed in advance for fixed subscription charges and in arrears or as incurred for usage charges
• amounts are due in the currency and by the payment method shown in the Order or invoice
• fees are non-cancellable and non-refundable except as expressly stated in the Agreement or required by law; and
• unused allowances, credits, or minutes expire at the end of the applicable billing period and do not roll over

9.3 You authorise Cirel and its payment processor to charge the payment method on file for recurring fees, usage charges, taxes, and other amounts due. You must keep valid billing details and a valid payment method on file.

9.4 Unless an Order states otherwise, invoiced amounts are due within 14 days of the invoice date. Overdue undisputed amounts may accrue interest at 4% per annum above the Bank of England base rate, or the maximum lawful rate if lower, from the due date until paid. Cirel may also recover reasonable costs of collecting overdue undisputed amounts.

9.5 Fees exclude VAT, sales tax, withholding tax, and similar taxes or duties. The Customer is responsible for all applicable taxes other than taxes on Cirel’s net income. Where the Customer is required by law to withhold an amount, it must provide appropriate documentation and, except where prohibited by law, pay such additional amount as is necessary for Cirel to receive the amount it would have received without the withholding.

9.6 If a free or discounted trial is offered, its duration, included usage, and conversion terms will be displayed in the applicable offer or Order. Unless the offer states otherwise, trial access may be limited or withdrawn at any time. If the trial is stated to convert automatically, you must cancel before the stated conversion date to avoid being charged.

9.7 We may change prices on notice. A price change will take effect no earlier than the Customer’s next renewal term, unless the change relates to a new feature, additional service, tax, third-party pass-through cost, or usage beyond an included allowance. If a material price increase applies at renewal, we will give reasonable advance notice and the Customer may cancel before renewal.

9.8 The Customer is responsible for all usage through its accounts and connected numbers, including unexpected or excessive usage caused by its configuration, traffic, campaigns, integrations, or compromised credentials, except to the extent caused by Cirel’s breach of the Agreement. Usage limits or alerts are controls only and are not a guarantee that charges cannot exceed a threshold.

10Service availability and support

10.1 We will use reasonable skill and care in providing the Services.

10.2 Unless an applicable Order or service level agreement states otherwise, the Services are provided without a guaranteed uptime, response time, latency, call completion rate, deliverability rate, conversion rate, booking rate, or business outcome.

10.3 Service performance may be affected by internet connectivity, telecommunications networks, number reputation, recipient devices, Providers, third-party APIs, Customer systems, Customer Content, configuration, geographic restrictions, lawful blocking, or events outside Cirel’s reasonable control.

10.4 We may temporarily suspend or limit the Services for planned or emergency maintenance, security, capacity management, legal compliance, Provider issues, or to prevent harm. Where practicable, we will give advance notice of planned maintenance likely to cause material disruption.

11Confidentiality

11.1 “Confidential Information” means non-public information disclosed by or on behalf of one party (“Discloser”) to the other (“Recipient”) that is marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Customer Content is the Customer’s Confidential Information. Non-public information about the Services, pricing, security, technology, and product plans is Cirel’s Confidential Information.

11.2 Confidential Information does not include information that the Recipient can demonstrate:

• is or becomes public through no breach of the Agreement
• was lawfully known to the Recipient without restriction before disclosure
• is received lawfully from a third party without a duty of confidentiality; or
• is independently developed without use of the Discloser’s Confidential Information

11.3 The Recipient must use the Discloser’s Confidential Information only to exercise rights or perform obligations under the Agreement. It must protect that information using at least reasonable care and disclose it only to personnel, professional advisers, contractors, and Providers who need to know it and are bound by confidentiality obligations.

11.4 The Recipient may disclose Confidential Information where required by law, court order, or regulatory authority, provided it gives advance notice where legally permitted and reasonably assists the Discloser in seeking protective treatment.

11.5 On request or termination, the Recipient must return or delete Confidential Information, except where retention is required by law or the information remains in secure backups deleted in the ordinary course.

12Intellectual property, Feedback, and Aggregated Data

12.1 Cirel and its licensors own all right, title, and interest in and to the Services, including software, models, designs, workflows, interfaces, documentation, templates, trade marks, branding, and all improvements, modifications, and derivative works of them. No rights are granted except as expressly stated in the Agreement.

12.2 If you provide suggestions, ideas, requests, evaluations, or other feedback about the Services (“Feedback”), you grant Cirel a perpetual, irrevocable, worldwide, royalty-free, transferable, and sublicensable right to use and exploit the Feedback without restriction or payment. This does not permit Cirel to identify the Customer publicly without permission.

12.3 You must not use Cirel’s name, logos, trade marks, or branding without our prior written consent. Cirel will not use the Customer’s name, logos, or trade marks in public marketing without the Customer’s prior consent, unless otherwise agreed in an Order.

12.4 Cirel may create and use statistics, metrics, and other data derived from use of the Services that has been aggregated and de-identified so that it does not identify the Customer or any individual (“Aggregated Data”). Cirel may use Aggregated Data to operate, analyse, secure, benchmark, develop, and improve the Services and for business reporting.

13Term, suspension, and termination

13.1 These Terms begin when the Customer first accepts them or accesses the Services and continue until all subscriptions and Orders have expired or been terminated (“Term”). Each subscription continues for the period stated in the applicable Order (“Subscription Term”).

13.2 Either party may terminate the Agreement or an affected Order by written notice if the other party:

• materially breaches the Agreement and, where the breach can be remedied, fails to remedy it within 14 days after receiving written notice; or
• becomes insolvent, enters liquidation or administration, ceases trading, or becomes subject to an analogous event, except as prohibited by insolvency law

13.3 Cirel may suspend or terminate access immediately where reasonably necessary because:

• the Customer’s use creates a material security risk, threatens the Services or another person, or is fraudulent or unlawful
• suspension is required by law, a regulator, a court, a telecommunications carrier, or a Provider
• the Customer has not paid an undisputed amount when due and fails to pay within 7 days after notice; or
• continued provision would expose Cirel or a Provider to material legal or regulatory risk

Where practicable, Cirel will limit a suspension to the affected Service and work with the Customer to restore access after the issue is resolved.

13.4 The Customer may cancel a renewing subscription through the available account controls or by written notice before the renewal date. Cancellation takes effect at the end of the current paid Subscription Term unless the Agreement expressly allows earlier termination.

13.5 Cirel may terminate a Service or the Agreement for convenience on at least 30 days’ written notice. If Cirel terminates a paid Service for convenience during a prepaid Subscription Term, Cirel will refund the prepaid fees attributable to the period after termination.

13.6 On expiry or termination:

• the Customer’s right to access and use the terminated Services ends
• all outstanding fees and usage charges accrued up to termination become due
• each party must cease use of the other party’s Confidential Information, subject to Section 11.5; and
• Cirel may delete Customer Content in accordance with the DPA, the applicable Order, and its retention practices

13.7 The Customer should export Customer Content before termination. Unless an Order or the DPA states otherwise, Cirel may provide a reasonable period of up to 30 days after termination for the Customer to request an export, provided the account is in good standing and the export is technically and legally feasible. Cirel may charge reasonable fees for non-standard export assistance.

13.8 Sections that by their nature are intended to survive will survive expiry or termination, including Sections 5, 6, 9, 11, 12, 13.6–13.8, 14, 15, 16, 17, and 19.

14Warranties and disclaimers

14.1 Each party warrants that it has authority to enter into the Agreement.

14.2 Cirel warrants that it will provide the paid Services with reasonable skill and care. If Cirel breaches this warranty, the Customer must notify Cirel with reasonable detail, and Cirel will use reasonable efforts to correct the affected Service. This is the Customer’s primary remedy for breach of this warranty.

14.3 Except as expressly stated in the Agreement and to the maximum extent permitted by law, the Services, beta features, trials, Output, and documentation are provided “as is” and “as available.” Cirel excludes all implied conditions, warranties, representations, or other terms, including as to satisfactory quality, fitness for a particular purpose, non-infringement, uninterrupted availability, accuracy, or results, to the extent they may lawfully be excluded.

14.4 Cirel does not warrant that:

• AI-generated Output will be accurate, complete, unique, lawful, or suitable for a particular purpose
• calls, messages, or emails will be connected, answered, delivered, or accepted
• the Services will generate leads, appointments, revenue, savings, conversions, or any other business result
• third-party services or integrations will remain available or unchanged; or
• the Services will be free from all errors, vulnerabilities, interruptions, or harmful components

14.5 Nothing in the Agreement is legal, regulatory, tax, medical, financial, employment, or other professional advice. The Customer is responsible for obtaining its own advice and for decisions made using the Services or Output.

15Indemnities

15.1 The Customer will indemnify Cirel, its affiliates, and their personnel against third-party claims, proceedings, losses, damages, penalties, fines, costs, and reasonable legal fees arising from:

• Customer Content or the Customer’s instructions, campaigns, communications, products, or services
• the Customer’s breach of Sections 4, 5, or 6.2
• an allegation that Customer Content or the Customer’s use of the Services infringes or misappropriates a third party’s rights
• the Customer’s failure to provide required notices, obtain required consents, honour opt-outs, or comply with applicable marketing, calling, recording, AI, or data protection laws; or
• fraud, wilful misconduct, or unlawful acts by the Customer or its Authorised Users

15.2 Cirel will defend the Customer against a third-party claim that the Customer’s authorised use of the paid Services infringes a UK patent, copyright, trade mark, or database right, and will pay damages finally awarded by a court or agreed in a settlement approved by Cirel.

15.3 Cirel has no obligation under Section 15.2 to the extent a claim arises from:

• Customer Content, Output, or Customer instructions
• use of the Services in breach of the Agreement or documentation
• modification by anyone other than Cirel
• combination with items not supplied or approved by Cirel where the claim would not otherwise have arisen
• continued use after Cirel has notified the Customer to stop; or
• a third-party service or Provider product

15.4 If a claim under Section 15.2 is made or likely, Cirel may, at its option: procure the right for the Customer to continue using the affected Service; modify or replace it with materially equivalent functionality; or terminate the affected Service and refund prepaid fees attributable to the unused period.

15.5 An indemnified party must give prompt notice of the claim, provide reasonable cooperation at the indemnifying party’s expense, and allow the indemnifying party to control the defence and settlement. No settlement may admit fault or impose a non-monetary obligation on the indemnified party without its prior written consent, not to be unreasonably withheld.

16Limitation of liability

16.1 Nothing in the Agreement excludes or limits liability that cannot lawfully be excluded or limited, including liability for:

• death or personal injury caused by negligence
• fraud or fraudulent misrepresentation; or
• any other matter for which liability cannot be excluded under applicable law

16.2 Subject to Section 16.1, neither party will be liable, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution, or otherwise, for any:

• loss of profit, revenue, business, contracts, anticipated savings, or opportunity
• loss of goodwill or reputation
• loss, corruption, or unavailability of data, except for reasonable restoration costs for data that the liable party was contractually required to back up; or
• indirect or consequential loss,

in each case arising out of or in connection with the Agreement, even if the party was advised that the loss was possible.

16.3 Subject to Sections 16.1 and 16.4, each party’s total aggregate liability arising out of or in connection with the Agreement will not exceed the greater of:

• £100; and
• the fees paid or payable by the Customer to Cirel for the affected Services during the 12 months immediately preceding the event giving rise to the first claim

16.4 The cap in Section 16.3 does not limit:

• the Customer’s obligation to pay fees and usage charges
• either party’s liability for breach of confidentiality
• the Customer’s liability under Section 15.1
• either party’s infringement or misappropriation of the other party’s intellectual property rights; or
• liability arising from wilful misconduct

16.5 The limitations in this Section reflect the allocation of risk between the parties and apply to the fullest extent permitted by law. Each party is responsible for taking reasonable steps to mitigate its losses.

17Governing law and disputes

17.1 The parties will first attempt in good faith to resolve any dispute through discussions between representatives authorised to settle it. A party initiating a dispute must give written notice describing the issue and requested resolution. If the dispute is not resolved within 30 days after notice, either party may commence proceedings.

17.2 The Agreement and any non-contractual obligations arising out of or in connection with it are governed by the laws of England and Wales.

17.3 The courts of England and Wales have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation, including non-contractual disputes or claims.

17.4 Nothing in this Section prevents either party from seeking urgent interim or injunctive relief in any court of competent jurisdiction to protect confidential information, intellectual property, systems, or data.

18Sanctions and export controls

18.1 The Customer must not access, use, export, re-export, supply, or make the Services available in breach of applicable trade sanctions or export control laws, including those of the United Kingdom and any other jurisdiction applicable to the Customer or the relevant transaction.

18.2 The Customer represents that it and its Authorised Users are not prohibited or restricted parties and are not acting on behalf of a prohibited or restricted party. Cirel may conduct reasonable screening and suspend or refuse service where required by law or where it reasonably identifies a sanctions or export-control risk.

19General

19.1 Notices. Legal notices under the Agreement must be in writing and sent by email and, where relating to legal proceedings or termination for breach, by prepaid tracked post or recognised courier. Notices to Cirel must be sent to compliance@cirel.ai and to its registered office. Notices to the Customer may be sent to the billing, legal, or account email or address in the applicable Order. An email notice is deemed received on the next business day after sending, provided no delivery failure is received. A posted notice is deemed received two business days after posting within the United Kingdom or five business days after international posting.

19.2 Electronic communications. You agree that we may send account, billing, security, legal, and service communications electronically. We may send product news or marketing where permitted by law. You can opt out of marketing communications, but not essential service communications.

19.3 Assignment. The Customer may not assign, transfer, novate, subcontract, or otherwise dispose of the Agreement or any right under it without Cirel’s prior written consent, not to be unreasonably withheld. Cirel may assign or transfer the Agreement to an affiliate or in connection with a merger, reorganisation, financing, or sale of all or substantially all of the relevant business or assets, on written notice to the Customer.

19.4 Subcontracting. Cirel may use affiliates and subcontractors to provide the Services. Cirel remains responsible for their performance to the same extent as if Cirel performed the relevant obligation itself, subject to the Agreement. Subprocessors are governed by the DPA.

19.5 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, civil unrest, industrial disputes not limited to its own workforce, governmental action, internet or telecommunications failure, utility failure, cyberattack, or Provider outage, provided the affected party takes reasonable steps to mitigate the effect. This does not excuse payment obligations for Services already provided.

19.6 Severability. If a provision is held invalid, illegal, or unenforceable, it will be modified to the minimum extent necessary to make it enforceable or, if that is not possible, severed. The remaining provisions remain in effect.

19.7 Waiver. A failure or delay to exercise a right is not a waiver. A waiver is effective only if in writing and applies only to the specific circumstance for which it is given.

19.8 No partnership or agency. The parties are independent contractors. The Agreement does not create a partnership, joint venture, fiduciary, franchise, employment, or agency relationship. Neither party may bind the other.

19.9 Third-party rights. Unless the Agreement expressly states otherwise, a person who is not a party to it has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.

19.10 Entire agreement. The Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes prior proposals, discussions, representations, and agreements relating to that subject matter. Each party acknowledges that it has not relied on any statement not expressly set out in the Agreement. Nothing excludes liability for fraud or fraudulent misrepresentation.

19.11 Changes to these Terms. We may update these Terms from time to time. Updated Terms apply immediately to new Customers. For existing Customers, we will give at least 30 days’ notice of a material change, unless an earlier change is required by law, regulation, security needs, or a Provider. A material change will normally take effect at the next renewal, or on the stated effective date if it does not materially reduce the Customer’s rights during a paid Subscription Term. If you do not agree to an update that materially and adversely affects you, you may stop using the Services and cancel before the update takes effect. Continued use after the effective date constitutes acceptance.

19.12 Headings and interpretation. Headings are for convenience only. Words such as “including” and “for example” do not limit the words that precede them. References to writing include email unless expressly stated otherwise.

20Contact

Questions about these Terms may be sent to:

Email: compliance@cirel.ai Website: https://www.cirel.ai