Terms of Business

1. Interpretation

1.1. The following definitions apply to these Terms:

  • Contract: The agreement between you and us for the supply of Services under these Terms.
  • Intellectual Property Rights (IPR): This includes all patents, copyrights, trade marks, domain names, rights in designs, software rights, database rights, and confidential information. These rights can be registered or unregistered, and include all applications, renewals, or extensions of such rights, and any similar protection worldwide.
  • Services: The specific services we provide to you, as detailed in these Terms.
  • Terms: These terms & conditions as set out in this document.
  • Writing or Written: This includes communication by email.

1.2. Headings in these Terms are for convenience only and don’t affect their interpretation. 

1.3. Any reference to a specific law means that law as it is currently in force, including any amendments or related regulations. 

1.4. Unless the context requires otherwise, words in the singular can include the plural and vice versa.

  1. Basis of Agreement

2.1. These Terms, along with any emails detailing pricing, form the entire agreement between you and us. You acknowledge that you haven’t relied on any statement or representation made by us that isn’t expressly included in these Terms. 

2.2. These Terms become binding and a Contract is formed when you instruct us to begin work on the Services, whether in writing (including email) or orally, whichever happens first. 

2.3. These Terms take precedence over any other terms and conditions you might have (including your own terms of business) or any past dealings or industry practices.

  1. The Services

3.1. We’ll provide the Services with all reasonable care, skill, and ability. We’ll do our best to meet any timescales mentioned in our email correspondence, but these dates are estimates only. If we don’t meet these dates, you won’t have any legal rights related to this. 

3.2. We will provide you with the following Services: 

* RoboReception ChatBot (for use on your website(s)) 

* RoboReception LeadTracker 

* RoboReception Reviews (Google review boost software) 

* RoboReception Remote AI (also known as “AI Joe” or “Reception AI”) 

3.3. Any examples, descriptions, or advertising we issue, or any illustrations in our catalogues or brochures, are for illustration purposes only and don’t form part of the Contract.

  1. Fees and Payment

4.1. The charges for the Services are as agreed in our email correspondence. 

4.2. Where Services are provided for a fixed price, the total price will be the amount specified in our email correspondence. 

4.3. For Services requiring a single payment, we’ll invoice you for the fixed price in advance. 

4.4. For Services payable monthly, a direct debit must be set up before the Service begins. 

4.5. All charges are exclusive of VAT, which will be added at the applicable rate where necessary. 

4.6. You must pay each of our invoices in full, in cleared funds, using the payment method specified on the invoice, within 7 days of the invoice date. 

4.7. If you fail to pay an invoice by the due date, without affecting any other rights or remedies we may have, we can: * Charge interest on the overdue amount at an annual rate of 4% above the base lending rate of Tide Bank (accruing daily and compounded quarterly) until payment is made. You’ll be responsible for any costs we incur in recovering the debt, including court fees and solicitor fees. * Suspend all Services until full payment has been made. 

4.8. All fees and charges are exclusive of any expenses we incur.

  1. Confidential Information

5.1. We acknowledge that we’ll have access to confidential information about your business, suppliers, and customers while providing the Services. We won’t use or disclose this confidential information to any third party, except when it’s necessary to properly perform the Services. 

5.2. You agree to keep all information about our business, suppliers, and customers strictly confidential. 

5.3. The confidentiality restrictions in clauses 5.1 and 5.2 don’t apply to: * Any use or disclosure required by law. * Any disclosure authorised by the party that owns the confidential information. * Any information that is already public knowledge (unless it became public through unauthorised disclosure by the party to whom the information doesn’t relate).

  1. Data Provision and Consent

6.1. You are solely responsible for obtaining and documenting valid patient/client consent to receive emails from your practice, including review requests facilitated by the Service. You guarantee that all patient/client data provided to us or uploaded to LeadTracker has been collected with such consent. 

6.2. We will process the data you provide solely for the purpose of delivering the Service and won’t use it for any other purpose. 

6.3. You are responsible for complying with all applicable data protection laws and regulations, including but not limited to the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

  1. Google’s Terms and Conditions

7.1. We accept no responsibility for your compliance with Google’s terms and conditions related to RoboReception Reviews. It’s your responsibility to ensure that your use of the Service and the resulting reviews comply with Google’s policies. 

7.2. To promote transparent feedback and comply with Google’s review policies, we’ll include a direct link to your Google Reviews page in all patient/client email communications. This ensures everyone has an equal opportunity to share feedback. The Google Reviews link will be present by default in all emails we send on your behalf. You can request its removal, but be aware that doing so may impact your compliance with Google’s policies regarding review collection and display. This removal is undertaken at your sole discretion and risk. Any Google reviews that are later deleted or disallowed by Google remain your responsibility.

  1. Feedback and Client Responsibility

8.1. You are responsible for all patient/client feedback, regardless of how it’s received (e.g., directly by you or via the Service). 

8.2. You are responsible for all outcomes resulting from our correspondence with patients/clients, including the content of the emails and their delivery timing. 

8.3. We accept no responsibility for the content or accuracy of patient/client reviews.

  1. Indemnification

9.1. You will indemnify and hold us harmless against any and all claims, losses, damages, liabilities, and expenses (including legal fees) arising from or in connection with:

  • Any complaints from patients/clients regarding correspondence we send on your behalf or via RoboReception Services.
  • Your failure to obtain or maintain valid patient/client consent.
  • Your breach of these Terms.
  • Your failure to comply with applicable data protection laws and regulations, including UK GDPR and the Data Protection Act 2018.
  1. GDPR Compliance

10.1. You are solely responsible for ensuring you have all necessary UK GDPR-compliant policies and procedures in place. This includes, but isn’t limited to, data processing agreements, privacy notices, and data security measures.

  1. Data Protection

11.1. You consent to us holding and processing data related to you for administrative and marketing purposes. 

11.2. You consent to us making such information available to our product/service providers (e.g., advisers, regulatory authorities, governmental organisations, and potential purchasers of our business). 

11.3. You consent to the transfer of such information to our business contacts (like server hosts) outside the UK where adequate safeguards are in place (e.g., Standard Contractual Clauses or UK Addendum to the EU Standard Contractual Clauses), if applicable. 

11.4. You are responsible for the holding and processing of all data collected by our Service and passed directly to you.

  1. Disclaimer of AI Liability (RoboReception Remote / AI Joe)

12.1. Information Accuracy: While RoboReception Remote (AI Joe), as a language model, is trained to provide accurate information based on its training data and specific operational flows, RoboReception LTD does not guarantee the accuracy or completeness of any information provided by the AI. 

12.2. Professional Responsibility: You, as the Practice/Client, remain solely responsible for all patient/client advice, medical guidance, and data management. Information provided by AI Joe is for informational purposes only. 

12.3. No Liability: RoboReception LTD will not be liable for any errors, omissions, or inaccuracies in the information provided by AI Joe, nor for any consequences arising from the use of such information. 

12.4. Patient Advice and Care: The Practice/Client is and remains fully responsible for all patient/client advice and care, even when the AI has been used in the patient/client journey. 

12.5. Language Model Limitations: AI Joe is a language model. While we’ve trained it to adhere to specific flows and haven’t seen deviations from our training to date, like all language models, we cannot warrant or guarantee its future performance or accuracy.

  1. Intellectual Property

13.1. We are the owner or licensee of all IPR and other rights in the Services and any materials provided as part of the Services. Nothing in these Terms transfers ownership of our IPR in the Services or such materials to you. 

13.2. You grant us a non-exclusive, perpetual, worldwide, royalty-free licence to use all or any of your IPR in any materials or content you submit to us. 

13.3. You acknowledge that if we don’t own any materials or content we submit to you, your use of rights in such materials is conditional on our written licence (or sub-licence) from the relevant licensor.

  1. Specific RoboElite Terms and Termination

14.1. Client Commitment to Software Usage: For RoboElite to deliver its full benefits, it is essential that you and your team actively use the software to its full capacity. Consistent and comprehensive utilisation ensures you get the most out of our service. 

14.2. Training and Support: We will provide all necessary training to ensure your team fully understands and can effectively utilise the RoboElite software. We are committed to assisting you throughout your contract. 

14.3. Monthly Zoom Meetings: We will host a monthly Zoom meeting, pre-scheduled outside of standard business hours. These meetings are designed to provide updates, tips, and answer any questions you may have. It is your responsibility to attend these meetings to stay informed and maximise your software usage. 

14.4. Review uploads: Each practice is able to upload a maximum of 250 patients to RoboReception Reviews per week.  

14.5. Contract Tie-In and Usage Compliance: The minimum tie-in period for RoboElite is twelve (12) months from the agreement’s commencement date. * Software Usage Monitoring: We will monitor your team’s active usage of the RoboElite software. * Non-Usage Policy: If we observe that the software is not being actively used, we will issue three weekly warnings. * Contract Termination Due to Non-Usage: If, after these three warnings, active usage does not resume, we reserve the right to charge you for the full remaining 12-month contract value, and the contract will then be terminated. Early termination before the 12-month period ends, for reasons other than our serious breach, may also result in applicable fees or penalties. 

14.6. Call Charges: * You will receive 30 calls free of charge as part of your monthly subscription. You will always receive 30 calls within your monthly cost. * Should you exceed the 30 free calls in any given month, you will be charged accordingly for each additional call. * It is your responsibility to turn off the AI functionality if you wish to avoid excess call charges beyond your included calls. Charges will apply if the AI remains active and takes calls beyond the free allocation. 

14.7. General Termination Rights: * We may terminate this Contract by giving 1 month’s notice for any reason, with no further liability to provide services to you. * You may terminate this Contract if we commit a serious or repeated breach of any provision of this Contract and fail to remedy that breach within 14 days of being notified of it. * We may terminate this Contract with immediate effect and no liability for further services if at any time: * You fail to make a payment when it’s due under this Contract. * You commit any gross misconduct affecting our business. * You commit any serious or repeated breach of any provisions of this Contract (which includes, but is not limited to, not actively using the software as advised after three warnings, as per clause 14.5). * You commit any fraud or dishonesty, or act in a way that, in our opinion, harms or is likely to harm our reputation or interests. * You breach the Data Protection Act 2018 regarding personal data provided to you by our Service. * An order is made or a resolution is passed for your winding up. * An administrator is appointed to manage your affairs, business, and property. * A receiver is appointed over any of your assets or undertakings. * You make any arrangement or composition with your creditors or become bankrupt. * You cease, or threaten to cease, to trade. 

14.8. Our rights under this clause 14 are in addition to any other rights we may have at law to terminate the Contract. Any delay by us in exercising our termination rights won’t be considered a waiver of these rights. 

  1. Obligations on Termination

On termination of this Contract, you must immediately pay us any unpaid fees or other sums due under this Contract. Termination won’t affect either party’s outstanding rights or duties, including our right to recover any money you owe us under these Terms.

  1. Limitation of Liability

16.1. If we are found liable to you for any loss or damage, our liability will be limited to the total fees you paid us in the 12 months preceding the date on which the claim is made. 

16.2. We won’t be liable for any costs, charges, or losses you incur if we are prevented from or delayed in performing our obligations due to your actions or omissions, or any circumstances beyond our reasonable control. 

16.3. To the fullest extent permitted by law, all warranties, conditions, and other terms implied by statute or common law are excluded from these Terms. 

16.4. This clause 16 will remain in effect even after the Contract ends.

  1. Notices

All notices you send to us must be sent to: RoboReception, 29 Cottrell Avenue, Bristol, BS15 1LR or by email to: Donna@RoboReception.co.uk.

We may send notice to you at either the email or postal address you provided to us. Notice will be considered received and properly served 24 hours after an email is sent, or three days after the date a letter is posted. To prove notice was given, for a letter, it’s sufficient to show it was properly addressed, stamped, and posted. For an email, it’s sufficient to show the email was sent to the specified addressee’s email address.

  1. Assignment and Subcontracting

18.1. We may, at any time, assign, transfer, subcontract, or deal in any other way with any or all of our rights under these Terms. 

18.2. You must not, without our prior written consent, assign, transfer, subcontract, or deal in any other way with any or all of your rights or obligations under these Terms.

  1. General

19.1. If any court or authority decides that any part of these Terms is invalid, unlawful, or unenforceable, that part will be removed from the Terms, but the remaining terms will continue to be valid and enforceable to the fullest extent permitted by law. 

19.2. If we delay in exercising any rights under these Terms or by law, that delay won’t mean we’ve waived that right or prevent us from exercising it later. 

19.3. We may vary these Terms at any time (except in relation to the fee to be charged, which will be agreed separately). 

19.4. A person who is not a party to these Terms has no rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999. 

19.5. These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) will be governed by English law. We both agree to the exclusive jurisdiction of the English courts.

Agreement and Signature

By signing below, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.

For the Client:

 

Signature:

 

Printed Name:

 

Company Name:

 

Date: