TERMS & CONDITIONS OF SERVICE

Company: CallPro UK Limited
Company Number: 16801755
Registered Office: 2 Fountayne House, London, N15 4QL
Last Updated: 20/10/25
Version: 2.3
Tagline: Every Client. Every Call.

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In these Terms and Conditions:

"Academic Year" means the period from September 1st to August 31st of the following calendar year.

"Add-On Services" means optional services available for purchase as set out in Clause 4.4.

"AI Receptionist" means the artificial intelligence-powered telephone answering and call management service provided by CallPro UK, purpose-built for UK education institutions.

"Business Day" means Monday to Friday, excluding UK public and bank holidays.

"Clearing" means the UCAS clearing process that takes place in August-September each year for university admissions.

"Client", "Institution", "You", or "Your" means the educational institution (or other organization) purchasing Services from CallPro UK.

"Confidential Information" means all information disclosed by one party to the other, whether orally or in writing, designated as confidential or that reasonably should be understood as confidential.

"Contract" means the binding agreement between CallPro UK and the Client comprising these Terms and Conditions, the Order Form, and any Statement of Work.

"Data Protection Legislation" means the UK General Data Protection Regulation (UK GDPR), Data Protection Act 2018, and any successor legislation.

"Education Services" means the AI receptionist services specifically designed for UK universities, colleges, and schools as set out in Clause 2.2.

"Effective Date" means the date on which the Client accepts these Terms by signing the Order Form, making payment, or commencing use of the Service.

"General Business Services" means the AI receptionist services designed for non-education businesses as set out in Clause 2.3.

"Go-Live Date" means the date on which the Service becomes fully operational for the Client following implementation and testing.

"Implementation Period" means the period from the Effective Date until the Go-Live Date during which CallPro UK configures and tests the Service for the Client.

"Intellectual Property Rights" means all patents, copyrights, design rights, trademarks, service marks, trade secrets, know-how, database rights, and all other intellectual property rights, registered or unregistered.

"Order Form" means the order form, proposal, statement of work, or invoice signed or accepted by the Client specifying the Service Plan, pricing, and other commercial terms.

"Prospective Student" means any individual enquiring about admission, enrollment, programs, or courses at the Client institution.

"Service" or "Services" means the AI receptionist and telephone answering services provided by CallPro UK as specified in the Order Form.

"Service Plan" means the applicable tier of service selected by the Client (Education or General Business plans).

"Setup Fee" means the one-time implementation fee payable for the selected Service Plan.

"Student Data" means personal data relating to prospective students, current students, or applicants processed through the Service.

"Subscription Fee" means the recurring monthly or annual fee payable for the selected Service Plan.

"Term" means the period during which this Contract remains in force, as defined in Clause 5.

"UCAS" means the Universities and Colleges Admissions Service, the UK's centralized university application system.

"CallPro UK", "We", "Us", or "Our" means CallPro UK Limited, the UK's specialist AI receptionist provider for education institutions.

1.2 Interpretation

1.2.1 References to clauses are to clauses of these Terms and Conditions.

1.2.2 Headings are for convenience only and do not affect interpretation.

1.2.3 Words in the singular include the plural and vice versa.

1.2.4 Reference to one gender includes all genders.

1.2.5 References to "writing" or "written" include email and other electronic communication.

1.2.6 References to statutory provisions include those provisions as amended or re-enacted from time to time.

2. SERVICE DESCRIPTION

2.1 Service Overview

2.1.1 CallPro UK is the UK's specialist AI receptionist provider exclusively designed for education institutions. Our primary focus is serving universities, colleges, and schools with technology purpose-built for UK education.

2.1.2 The Services are designed to:

• (a) Answer incoming telephone calls 24 hours a day, 7 days a week, 365 days a year

• (b) Respond to prospective student enquiries using education-specialist artificial intelligence

• (c) Understand UCAS processes, clearing deadlines, and UK admissions cycles

• (d) Capture prospective student information and route enquiries appropriately

• (e) Coordinate across multiple campuses, colleges, or sites

• (f) Schedule campus tours, open days, and admissions appointments

• (g) Provide information about programs, courses, fees, and entry requirements

• (h) Handle international student enquiries across time zones

• (i) Deliver comprehensive call analytics and student enquiry reports

2.1.3 CallPro UK also offers services to non-education businesses, with appropriately scaled pricing and features.

2.2 EDUCATION SERVICES (Primary Offering)

CallPro UK's Core Specialist Services for UK Universities, Colleges, and Schools

2.2.1 EDUCATION TIER 1: COLLEGES & SIXTH FORMS

Pricing:

• Monthly: £1,499/month

• Annual: £18,000/year (12-month commitment)

• Setup Fee: £5,000 (one-time)

Ideal For:

• Further Education Colleges

• Sixth Form Colleges

• Large Secondary Schools

• Multi-Academy Trusts

• Institutions with 1,000-5,000 students

• 1-2 campuses

Core Features:

• ✅ 24/7 AI Receptionist with education-specific training

• ✅ Unlimited calls - no volume limits

• ✅ Multi-campus coordination (up to 2 campuses)

• ✅ UCAS-aware - understands application processes and deadlines

• ✅ Course enquiry handling - provides information on programs, entry requirements, fees

• ✅ Prospective student data capture - collects name, contact details, program interest, qualifications

• ✅ Basic call routing - routes to admissions, departments, or specific staff members (up to 10 routing destinations)

• ✅ Appointment scheduling - campus tours, open days, admissions interviews

• ✅ Email & SMS notifications - real-time alerts for urgent enquiries

• ✅ Monthly analytics reports - call volume, enquiry types, conversion tracking

• ✅ Clearing season support - enhanced handling during August-September clearing period

• ✅ Email support - response within 4 hours during Business Days

• ✅ Monthly optimization review - review performance and optimize scripts

Implementation:

• Timeline: 2-4 weeks

• Includes: Discovery, AI training on institution-specific information, testing, go-live support

Best For: Further Education Colleges, Sixth Forms, and smaller institutions seeking professional prospective student communication

2.2.2 EDUCATION TIER 2: UNIVERSITIES

Pricing:

• Monthly: £3,499/month

• Annual: £40,000/year (12-month commitment)

• Setup Fee: £12,000 (one-time)

Ideal For:

• UK Universities (excluding Russell Group)

• Large multi-campus colleges

• Institutions with 5,000-30,000 students

• 2-10 campuses or sites

Everything in Tier 1, PLUS:

Advanced Features:

• ✅ Multi-campus coordination (up to 10 campuses)

• ✅ Department-specific routing - route by faculty, school, or department

• ✅ Advanced UCAS handling - application status enquiries, UCAS ID verification, personal statement guidance

• ✅ International student support - multi-language capability (5+ languages), visa enquiry handling, international fee information

• ✅ Advanced call routing (up to 50 routing destinations)

• ✅ CRM/SIS integration - integrate with Salesforce, HubSpot, Campus Management Systems, Student Information Systems

• ✅ Priority clearing support - dedicated account manager during clearing season, surge capacity handling

• ✅ Real-time dashboard - live call monitoring, enquiry tracking, conversion analytics

• ✅ Postgraduate enquiry handling - specialized responses for Masters, PhD, and research programs

• ✅ Alumni call handling - route alumni enquiries appropriately

• ✅ Priority support - 2-hour response time for critical issues during Business Days

• ✅ Dedicated account manager - single point of contact

• ✅ Fortnightly performance reviews - detailed analysis and optimization recommendations

• ✅ Custom reporting - tailored analytics for specific institutional needs

Implementation:

• Timeline: 6-12 weeks

• Includes: Comprehensive discovery, multi-department coordination, advanced AI training, integration setup, testing across all campuses, dedicated implementation manager

Best For: UK universities with multiple campuses requiring sophisticated prospective student communication and coordination

2.2.3 EDUCATION TIER 3: RUSSELL GROUP & ELITE UNIVERSITIES

Pricing:

• Monthly: £8,499+/month (starting price)

• Annual: £100,000+/year (bespoke pricing)

• Setup Fee: £25,000-£40,000 (one-time, based on complexity)

Ideal For:

• Russell Group Universities

• Elite UK universities (Oxford, Cambridge, LSE, Imperial, etc.)

• Institutions with 30,000+ students

• Complex multi-college structures

• Universities with significant international reputation and enquiry volume

Everything in Tier 2, PLUS:

Premium Features:

• ✅ Unlimited campuses/sites - full coordination across all locations

• ✅ College-specific routing (Oxford/Cambridge collegiate system)

• ✅ Bespoke AI training - extensive customization for institutional prestige and standards

• ✅ White-glove implementation - Dedicated implementation team, executive-level project management

• ✅ Advanced integrations - Custom API integrations with legacy systems

• ✅ 99.9% uptime SLA - Premium reliability guarantee

• ✅ 24/7 priority support - Phone support, 1-hour response time for critical issues, named support team

• ✅ Unlimited routing destinations - Handle complex organizational structures

• ✅ Executive reporting - Vice-Chancellor/Board-level dashboards and insights

• ✅ Research enquiry handling - Specialized responses for research collaboration enquiries

• ✅ Donor/Development call routing - Appropriate handling of advancement/fundraising calls

• ✅ Weekly performance reviews - Detailed weekly analysis with senior account manager

• ✅ Quarterly business reviews - Strategic review with CallPro UK CEO

• ✅ Custom feature development - Bespoke features developed for institutional needs

• ✅ Brand alignment - Tone, language, and responses perfectly aligned with institutional brand and values

• ✅ Multi-language support (10+ languages) - Extensive international student communication

• ✅ Peak period scaling - Automatic surge capacity during clearing, open days, results days

Implementation:

• Timeline: 3-6 months

• Includes: Comprehensive institutional analysis, stakeholder workshops, phased rollout, extensive testing, white-glove support, change management assistance

Best For: Russell Group universities and elite institutions requiring the highest level of sophistication, reliability, and institutional alignment

2.3 GENERAL BUSINESS SERVICES (Secondary Offering)

For Non-Education Organizations

CallPro UK also serves non-education businesses with appropriately priced AI receptionist services.

2.3.1 STARTER PLAN

Pricing:

• Monthly: £199/month

• Annual: £1,999/year (save £389)

• Setup Fee: £300 (one-time)

Ideal For:

• Solo practitioners

• Single-location small businesses

• Startups

• Up to 500 calls per month

Features:

• 24/7 AI receptionist

• Single location

• Basic call routing (up to 3 destinations)

• Appointment scheduling

• Call summaries via email

• Monthly analytics

• Email support (1 Business Day response)

• Implementation: 1-2 weeks

Overage: £0.50 per call above 500 calls/month

2.3.2 PROFESSIONAL PLAN

Pricing:

• Monthly: £399/month

• Annual: £3,999/year (save £789)

• Setup Fee: £500 (one-time)

Ideal For:

• Growing businesses

• Multi-location operations (2-4 locations)

• Professional services

• Up to 1,500 calls per month

Features:

• Everything in Starter, PLUS:

• Multi-location support (up to 4)

• Advanced call routing (up to 10 destinations)

• Basic CRM integration

• Real-time notifications (SMS & email)

• Advanced analytics dashboard

• Priority email support (4-hour response)

• Implementation: 2-3 weeks

Overage: £0.40 per call above 1,500 calls/month

2.3.3 ENTERPRISE PLAN

Pricing:

• Monthly: £899/month

• Annual: £8,999/year (save £1,789)

• Setup Fee: £1,000 (one-time)

Ideal For:

• Established businesses

• Franchises

• Large enterprises

• Unlimited calls

Features:

• Everything in Professional, PLUS:

• Unlimited locations

• Unlimited calls (no overage charges)

• Advanced CRM integrations

• Custom API integrations

• Dedicated account manager

• White-label options

• Priority support (2-hour response)

• Weekly performance reviews

• Implementation: 2-4 weeks

2.4 Education-Specific Capabilities

2.4.1 The Education Services AI Receptionist is specifically trained to:

(a) UCAS and Admissions:

• Explain UCAS application process and deadlines

• Provide information on UCAS codes, tariff points, and entry requirements

• Handle clearing enquiries (August-September surge period)

• Explain adjustment and confirmation processes

• Direct applicants to appropriate admissions contacts

(b) Course and Program Information:

• Provide details on undergraduate and postgraduate programs

• Explain course content, duration, and structure

• Share information on entry requirements and prerequisites

• Discuss fees, funding, and scholarship opportunities

• Route specialized course enquiries to relevant academic departments

(c) Campus and Facilities:

• Provide information on campus locations, facilities, and accommodation

• Schedule campus tours and open day registrations

• Share transportation and parking information

• Explain student services and support available

(d) International Students:

• Handle enquiries from international prospective students

• Provide information on visa requirements (general guidance only)

• Explain international fee structures

• Route to international admissions teams

• Operate across time zones (24/7 availability crucial for international recruitment)

(e) Safeguarding and Sensitive enquiries:

• Identify safeguarding concerns and route urgently to appropriate staff

• Handle sensitive enquiries with appropriate escalation

• Recognize vulnerable callers and provide appropriate support routing

(f) Multi-Campus Coordination:

• Route calls to the correct campus or site

• Coordinate across colleges (for collegiate universities)

• Handle enquiries for multiple faculties or schools

• Provide location-specific information

2.4.2 The AI is trained on education-specific terminology including:

• UCAS processes and terminology

• UK qualifications framework (A-Levels, BTECs, Scottish Highers, IB, etc.)

• Academic terminology (modules, credits, semesters, terms)

• University structures (faculties, schools, departments, colleges)

• Student lifecycle (prospective, applicant, offer-holder, enrolled, alumni)

2.5 Implementation Process

2.5.1 Education Services Implementation:

Phase 1: Discovery & Planning (Weeks 1-2)

• Kickoff meeting with senior institutional stakeholders

• Comprehensive information gathering:

  • All programs, courses, and entry requirements

  • Campus information and locations

  • Admissions processes and key contacts

  • UCAS codes and institutional data

  • Call routing requirements across departments

  • Peak period planning (clearing, open days, results days)

• Define success metrics and KPIs

Phase 2: Configuration & AI Training (Weeks 2-6)

• Custom AI training on institution-specific content

• Configuration of multi-campus routing

• Integration with CRM/SIS systems (if applicable)

• Call script development aligned with institutional tone and brand

• Setup of analytics and reporting dashboards

Phase 3: Testing & Approval (Weeks 6-8)

• Internal testing by CallPro UK team

• User acceptance testing with admissions team

• Test calls across various scenarios:

  • Undergraduate enquiries

  • Postgraduate enquiries

  • Clearing season scenarios

  • International student questions

  • Multi-campus routing

• Refinement based on feedback

Phase 4: Go-Live & Optimization (Weeks 8-12)

• Phased rollout (can start with specific departments or campuses)

• Close monitoring during first two weeks

• Daily check-ins during first week

• Rapid iteration and optimization

• Training for institutional staff on accessing reports and data

Timeline varies by tier:

• Colleges & Sixth Forms: 2-4 weeks

• Universities: 6-12 weeks

• Russell Group/Elite: 3-6 months

2.5.2 General Business Services Implementation:

• Starter: 1-2 weeks

• Professional: 2-3 weeks

• Enterprise: 2-4 weeks

(Simplified process appropriate for smaller organizations)

2.6 Client Responsibilities During Implementation

2.6.1 The Client shall:

• (a) Designate a primary project contact and steering group (for Education Tier 2 & 3)

• (b) Provide comprehensive information within agreed timeframes:

  • Complete course/program catalog

  • Entry requirements and UCAS codes

  • Admissions team contact details and routing preferences

  • FAQs and common prospective student questions

  • Institutional policies on information disclosure

  • Safeguarding and escalation protocols

• (c) Provide access to any systems requiring integration (CRM, SIS, etc.)

• (d) Respond to CallPro UK requests within 2-3 Business Days

• (e) Allocate appropriate staff time for testing and approval

• (f) Participate in training sessions

• (g) Provide feedback during testing phase

2.6.2 Delays caused by Client's failure to fulfill these responsibilities shall extend the Implementation Period accordingly, and CallPro UK shall not be liable for such delays.

2.7 Service Limitations and Acknowledgments

2.7.1 The Client acknowledges and agrees that:

(a) AI Technology Limitations:

• The AI Receptionist continuously learns and improves, but may not perfectly answer every question, particularly:

  • Highly complex or nuanced policy questions

  • Very specialized academic enquiries requiring expert knowledge

  • Unprecedented or unusual situations

  • Questions requiring real-time data not provided to the system

• The AI improves significantly over time as it learns from interactions

(b) Human Oversight Required:

• The Service is designed to handle routine enquiries efficiently

• It is NOT a complete replacement for human admissions staff

• Complex, sensitive, or high-value interactions may still require human intervention

• The Institution retains responsibility for final admissions decisions

(c) Information Accuracy:

• The AI responds based on information provided by the Institution

• CallPro UK is not liable for inaccurate responses resulting from:

  • Incorrect or outdated information provided by the Institution

  • Changes to programs, fees, or policies not communicated to CallPro UK

  • Institutional decisions to withhold certain information from the AI

(d) Regulatory Compliance:

• The Institution remains responsible for compliance with:

  • Office for Students (OfS) requirements

  • Competition and Markets Authority (CMA) guidance on information provision

  • Data protection obligations for student data

  • Safeguarding requirements

  • Any sector-specific regulations

2.7.2 CallPro UK shall not be responsible for:

• (a) Prospective students' decisions not to apply or enroll

• (b) Achievement of enrollment or recruitment targets

• (c) Third-party systems failures (telephone networks, CRM systems, etc.)

• (d) The Institution's internal processes or decisions

• (e) Actions taken by callers based on information provided

3. CLIENT OBLIGATIONS

3.1 Information Provision for Education Services

3.1.1 Essential Information (Must Provide):

The Institution shall provide accurate, complete, and up-to-date information including:

(a) Institutional Information:

• Official institution name, trading names, and campuses

• UKPRN (UK Provider Reference Number) and UCAS institution code

• Contact details for key departments (admissions, student services, finance, etc.)

• Operating hours and holiday closures

• Emergency contact protocols

(b) Academic Programs:

• Complete list of undergraduate and postgraduate programs

• UCAS course codes for all undergraduate programs

• Entry requirements (typical offers, minimum requirements, accepted qualifications)

• Course duration, structure, and key features

• Accreditation and professional body recognition

• Any program-specific admissions requirements or processes

(c) Fees and Funding:

• Tuition fees (home/UK, EU, international where applicable)

• Any compulsory fees or costs

• Scholarship, bursary, and financial support information (or clear direction to where this can be found)

• Payment terms and schedules

(d) Admissions Processes:

• Application deadlines and important dates

• UCAS application requirements and processes

• Postgraduate application processes

• Interview or assessment requirements

• Offer-making timeline

• Clearing and adjustment processes

(e) Campus Information:

• Campus locations and addresses

• Accommodation options and availability

• Key facilities and services

• Transport links and parking

(f) International Student Information:

• International admissions requirements

• Visa guidance (general information - specific advice directed to appropriate teams)

• English language requirements

• International fees and payment

(g) Call Routing:

• Department and staff contact details for call routing

• Escalation protocols for urgent or sensitive enquiries

• Out-of-hours emergency contacts

• Safeguarding contacts

(h) Safeguarding:

• Safeguarding escalation procedures

• Recognition of vulnerable callers or concerning content

• Mandatory reporting requirements

3.1.2 Ongoing Updates:

The Institution shall notify CallPro UK promptly (within 5 Business Days) of any changes to:

• Program offerings, entry requirements, or UCAS codes

• Fees or funding information

• Key dates or deadlines

• Contact details or routing preferences

• Policies or procedures affecting prospective student communication

3.1.3 Information Accuracy:

The Institution represents and warrants that all information provided is:

• Accurate and not misleading (compliant with CMA guidance)

• Current and up-to-date

• Compliant with OfS requirements (where applicable)

• Lawful and does not infringe third-party rights

CallPro UK is not responsible for inaccurate AI responses that result from incorrect or outdated information provided by the Institution.

3.2 Telephone System and Call Forwarding

3.2.1 The Institution shall:

• (a) Configure call forwarding from existing phone numbers to CallPro UK's service

• (b) Provide technical access if needed to configure forwarding

• (c) Test call forwarding before Go-Live Date

• (d) Maintain active telephone lines

• (e) Bear any costs from current telephone provider for call forwarding

3.2.2 CallPro UK can assist with:

• Phone number porting (available as Add-On Service)

• Technical guidance on call forwarding setup

• Testing of call connectivity

3.3 Integrations and Third-Party Systems

3.3.1 Where the Service integrates with the Institution's systems (CRM, Student Information System, calendar, etc.), the Institution shall:

• (a) Provide necessary credentials, API keys, or access

• (b) Maintain active subscriptions and licenses for such systems

• (c) Ensure systems are compatible with integration methods

• (d) Notify CallPro UK of any changes to system configurations or access

3.3.2 CallPro UK is not responsible for:

• Failures or outages of third-party systems

• Changes to third-party APIs that break integrations (though will work to restore)

• Costs of third-party systems or licenses

• Data loss within third-party systems

3.4 Acceptable Use

3.4.1 The Institution shall not use the Service:

• (a) For any unlawful purpose or in violation of applicable laws

• (b) In a manner that violates education sector regulations (OfS, CMA, etc.)

• (c) To provide false or misleading information to prospective students

• (d) To discriminate unlawfully against any prospective student

• (e) In any way that could damage, disable, or impair the Service

• (f) To attempt unauthorized access to systems or networks

• (g) To resell or sublicense the Service without written consent

• (h) To reverse engineer or attempt to discover source code

3.4.2 The Institution shall:

• (a) Use the Service in compliance with all applicable education regulations

• (b) Maintain appropriate safeguarding protocols

• (c) Ensure staff access to the Service is properly controlled

• (d) Notify CallPro UK immediately of any security breach or unauthorized access

3.5 Compliance with Education Sector Regulations

3.5.1 The Institution is solely responsible for ensuring its use of the Service complies with:

(a) Office for Students (OfS) Requirements:

• Providing accurate and timely information to students

• Meeting registration conditions (where applicable)

• Maintaining quality and standards

(b) Competition and Markets Authority (CMA) Guidance:

• Not providing misleading information to prospective students

• Ensuring information about courses, fees, and entry requirements is accurate

• Making material information easily accessible

(c) Data Protection:

• UK GDPR and Data Protection Act 2018

• Processing student data lawfully and transparently

• Providing appropriate privacy notices

• Responding to data subject rights requests

(d) Safeguarding:

• Safeguarding vulnerable prospective students

• Following reporting procedures for concerning calls

• Protecting children and vulnerable adults

(e) Equality and Non-Discrimination:

• Equality Act 2010 compliance

• Fair admissions practices

• Accessibility requirements

3.5.2 CallPro UK shall:

• Configure the Service to support the Institution's compliance efforts

• Follow Institution-provided escalation protocols

• Maintain appropriate security measures for student data

• Provide data and records to assist with regulatory requirements

4. FEES AND PAYMENT

4.1 Education Services Pricing

4.1.1 Education Tier 1: Colleges & Sixth Forms

• Monthly Subscription: £1,499 per month

• Annual Subscription: £18,000 per year (12-month commitment)

• Setup Fee: £5,000 (one-time, non-refundable once implementation commences)

4.1.2 Education Tier 2: Universities

• Monthly Subscription: £3,499 per month

• Annual Subscription: £40,000 per year (12-month commitment)

• Setup Fee: £12,000 (one-time, non-refundable once implementation commences)

4.1.3 Education Tier 3: Russell Group & Elite Universities

• Monthly Subscription: £8,499+ per month (bespoke pricing based on requirements)

• Annual Subscription: £100,000+ per year (bespoke pricing, 12-month minimum commitment)

• Setup Fee: £25,000-£40,000 (one-time, based on complexity, non-refundable once implementation commences)

Note: All Education Services include unlimited call volume. There are no per-call charges or overage fees.

4.2 General Business Services Pricing

4.2.1 Starter Plan

• Monthly: £199/month

• Annual: £1,999/year (save £389)

• Setup Fee: £300 (one-time)

• Call Limit: 500 calls/month

• Overage: £0.50 per call above limit

4.2.2 Professional Plan

• Monthly: £399/month

• Annual: £3,999/year (save £789)

• Setup Fee: £500 (one-time)

• Call Limit: 1,500 calls/month

• Overage: £0.40 per call above limit

4.2.3 Enterprise Plan

• Monthly: £899/month

• Annual: £8,999/year (save £1,789)

• Setup Fee: £1000 (one-time)

• Call Limit: Unlimited

• Overage: None

4.3 VAT and Taxes

4.3.1 All fees stated are exclusive of VAT.

4.3.2 VAT shall be added at the prevailing UK rate (currently 20%).

4.3.3 CallPro UK shall provide valid VAT invoices.

4.3.4 If any withholding tax is required, the Client shall pay additional amounts to ensure CallPro UK receives the full contracted amount.

4.4 Optional Add-On Services

Available for all Service Plans:

4.4.1 Monthly Support Retainer - £47/month

• Dedicated ongoing support and guidance

• Fortnightly check-in calls

• Proactive optimization suggestions

• Priority response to queries

• Assistance with script updates

• Monthly performance reviews

4.4.2 Phone Number Porting - £97 (one-time)

• Transfer existing phone numbers to CallPro UK

• Coordination with current provider

• Technical configuration

• Testing and verification

• Timeline: Typically 2-4 weeks

4.4.3 Rush Implementation - £200 (one-time)

• Expedited implementation (approximately 50% faster)

• Priority queue for setup

• Extended hours support during implementation

• Subject to availability

4.4.4 Custom Integrations - From £297 (one-time)

• Integration with systems not included in standard Service Plans

• Custom API development

• Legacy system integration

• Bespoke workflow automation

Pricing depends on complexity:

• Simple integrations: £297-£497

• Moderate complexity: £497-£997

• Complex integrations: £997+

• Quote provided after requirements assessment

4.4.5 Additional AI Training Sessions - £97 per session

• 1-2 hours of dedicated AI training

• Training on new programs or services

• Refinement of responses for specific scenarios

• Optimization based on call performance data

Recommended when:

• Institution launches new programs

• Entry requirements change significantly

• Performance optimization needed for specific call types

• Seasonal preparation (e.g., before clearing season)

4.5 Payment Terms

4.5.1 Setup Fee:

• Due and payable within 7 days of the Effective Date or as specified in the Order Form

• Must be received in cleared funds before implementation commences

• Non-refundable once implementation has commenced (defined as first discovery call or commencement of configuration)

• Refundable in full if Client cancels before implementation commences

4.5.2 Monthly Subscriptions:

• First month's Subscription Fee due before Go-Live Date

• Subsequent monthly Subscription Fees due in advance on the same day each month as the Go-Live Date ("Payment Date")

• If Payment Date falls on a day that doesn't exist in a particular month (e.g., 31st), payment due on last day of that month

• Billed in advance for the upcoming month

4.5.3 Annual Subscriptions:

• Full annual Subscription Fee due before Go-Live Date

• Subsequent annual Subscription Fees due on each anniversary of the Go-Live Date

• Billed in advance for the upcoming year

• Represents significant savings vs. monthly billing

4.5.4 Add-On Services:

• Monthly Add-Ons (e.g., Monthly Support Retainer): Billed monthly in advance on the Payment Date

• One-Time Add-Ons (e.g., Phone Number Porting, Custom Integrations): Invoiced separately, due within 7 days, payable before work commences

4.6 Payment Methods

4.6.1 Accepted payment methods:

• (a) Direct bank transfer / BACS (preferred for large institutional payments)

• (b) Credit or debit card (Visa, Mastercard, Amex)

• (c) Direct Debit (recommended for recurring Subscription Fees)

• (d) Purchase Order followed by invoice (for public sector institutions)

• (e) Other methods by written agreement

4.6.2 The Client authorizes CallPro UK to charge the payment method on file automatically for recurring fees.

4.6.3 The Client shall:

• Ensure sufficient funds are available

• Keep payment method details current

• Notify CallPro UK immediately of any changes

4.7 Late Payment

4.7.1 Time for payment is of the essence.

4.7.2 If payment is not received by the due date:

• (a) CallPro UK may charge interest on overdue amounts at 4% per annum above the Bank of England base rate, calculated daily from due date until payment received

• (b) CallPro UK may issue formal notice requiring payment within 7 days

• (c) If payment not received within 7 days of formal notice, CallPro UK may suspend the Service without liability (particularly problematic during peak periods like clearing)

• (d) If payment not received within 14 days of suspension, CallPro UK may terminate the Contract immediately

4.7.3 Suspension or termination for non-payment does NOT:

• Relieve the Client of payment obligations

• Affect CallPro UK's right to recover all amounts owed plus interest and reasonable collection costs

• Constitute a breach by CallPro UK

4.7.4 Upon payment of all overdue amounts plus interest, CallPro UK shall reinstate the Service within 2 Business Days.

4.7.5 Critical Timing Note for Education Institutions: Suspension during clearing season, open days, or other peak periods could result in significant missed prospective student enquiries. Institutions should ensure timely payment to avoid service disruption during critical recruitment periods.

4.8 Price Changes

4.8.1 CallPro UK may increase Subscription Fees with 60 days' written notice to the Client.

4.8.2 Price increases shall not exceed the greater of:

• (a) UK Consumer Price Index (CPI) inflation over the preceding 12 months, or

• (b) 10% of the then-current fee

4.8.3 If the Client does not accept the price increase, the Client may terminate the Contract by providing written notice within 30 days of receiving notice of increase, with termination effective on the date the price increase would take effect.

4.8.4 If the Client does not provide termination notice within 30 days, the Client is deemed to have accepted the new pricing.

4.8.5 Setup Fees are fixed at the time of Contract formation and are not subject to increase.

4.9 Service Plan Changes

4.9.1 Upgrades:

• Client may upgrade Service Plan at any time with written notice

• New Subscription Fee takes effect immediately or at start of next billing cycle (Client's choice)

• Any additional Setup Fee for the higher tier will be charged (e.g., upgrading from Tier 1 to Tier 2 requires payment of the incremental setup fee difference)

• No refund for unused portion of lower-tier subscription

4.9.2 Downgrades:

• Client may downgrade Service Plan with 30 days' written notice

• Downgrade takes effect at start of next billing cycle

• Features not included in lower tier will be discontinued

• No refund for difference in Subscription Fees

4.9.3 Annual Subscription Plan Changes:

• Clients on annual subscriptions may only change Service Plans at renewal unless they pay:

  • For upgrades: Difference in annual fees (prorated)

  • For downgrades: No refund; new tier takes effect at next renewal

5. TERM AND TERMINATION

5.1 Contract Commencement

5.1.1 This Contract commences on the Effective Date and continues until terminated in accordance with this Clause 5.

5.2 Contract Term by Service Type

5.2.1 Education Services (All Tiers):

(a) Annual Subscriptions (Standard for Education):

• Initial Term: 12 months from Go-Live Date

• Automatic renewal for successive 12-month periods ("Renewal Terms") unless terminated in accordance with Clause 5.3

• Alignment with Academic Year available upon request (service period adjusted to end August 31st)

(b) Monthly Subscriptions (Available for Education Tier 1 only):

• Month-to-month from Go-Live Date

• Either party may terminate with 90 days' written notice

5.2.2 General Business Services:

(a) Monthly Subscriptions:

• Month-to-month from Go-Live Date

• Either party may terminate with 90 days' written notice

(b) Annual Subscriptions:

• Initial Term: 12 months from Go-Live Date

• Automatic renewal for successive 12-month periods unless terminated per Clause 5.3

5.3 Termination for Convenience

5.3.1 Monthly Subscriptions (all plans):

• Either party may terminate by providing 90 days' written notice

• Client remains liable for Subscription Fees during the 90-day notice period

• No refunds for any pre-paid period

5.3.2 Annual Subscriptions:

(a) Preventing Automatic Renewal:

• Either party may prevent automatic renewal by providing 60 days' written notice before the end of the Initial Term or any Renewal Term

• Service ends on the last day of the current term

(b) Early Termination by Client:

• Client may terminate annual subscription early by:
  
  

  1. Providing written notice, AND

  2. Paying early termination fee equal to 50% of remaining Subscription Fees for the current term

• Example: If 6 months remain on £40,000/year subscription, early termination fee = £10,000 (50% of remaining £20,000)
  
  

(c) Early Termination by CallPro UK:

• CallPro UK may terminate for convenience with 90 days' notice

• Client receives pro-rata refund of any pre-paid annual fees for unused period

5.4 Termination for Material Breach

5.4.1 Either party may terminate this Contract immediately by written notice if:

(a) The other party commits a material breach and fails to remedy within 30 days of receiving written notice specifying the breach

(b) The other party commits a material breach that cannot be remedied

(c) The other party repeatedly breaches these Terms (even if individual breaches are remedied)

5.4.2 Material breaches include:

(a) By Client:

• Non-payment of fees for more than 14 days after due date

• Violation of acceptable use provisions (Clause 3.4)

• Breach of confidentiality (Clause 7)

• Use of Service for unlawful purposes or in violation of education regulations

• Provision of false or misleading information that harms CallPro UK's reputation

• Breach of data protection obligations causing harm to data subjects

(b) By CallPro UK:

• Failure to provide Service for more than 7 consecutive days (excluding scheduled maintenance)

• Material breach of data protection obligations (Clause 8)

• Breach of confidentiality (Clause 7)

• Failure to meet Service Level Agreement commitments repeatedly (3+ months in a 6-month period)

5.5 Termination for Insolvency

5.5.1 Either party may terminate immediately by written notice if the other party:

• (a) Becomes insolvent or unable to pay debts as they fall due

• (b) Enters administration, receivership, liquidation, or similar insolvency proceedings

• (c) Makes arrangement or composition with creditors

• (d) Ceases or threatens to cease carrying on business

• (e) Has petition presented or meeting convened for winding up

5.6 Effect of Termination

5.6.1 Immediate Effects Upon Termination:

(a) Service Cessation:

• CallPro UK shall cease providing the Service on the termination date

• Call forwarding should be reconfigured by Client immediately

• CallPro UK is not responsible for calls received after termination

(b) Payment:

• All outstanding fees and charges become immediately due and payable

• Client's license to use the Service terminates

• No refunds except as expressly provided in these Terms

(c) Data Export (Critical - 30-Day Window):

• CallPro UK shall provide Client with access to export:
  

  • All call data and recordings

  • Prospective student enquiry records

  • Analytics and reports

  • Contact information captured

• Export period: 30 days from termination date
  

• After 30 days, CallPro UK may permanently delete all Client data per retention policy
  

• Client is solely responsible for exporting and backing up data
  
  

5.6.2 Phone Number Handling:

• If Client ported phone number(s) to CallPro UK, CallPro UK shall cooperate with porting back to Client or another provider

• Client responsible for any porting fees

• Porting typically takes 2-4 weeks - plan accordingly

5.6.3 Confidential Information:

• Each party shall return or destroy the other party's Confidential Information (except as required by law or for archival)

5.6.4 No Refunds (General Rule):

• Except as expressly provided, no refunds upon termination

• All pre-paid fees are non-refundable

5.6.5 Survival:

• Certain obligations survive termination (see Clause 5.7)

5.7 Survival of Terms

5.7.1 The following provisions survive termination or expiry:

• Clause 4 (Payment obligations) - for amounts due

• Clause 7 (Confidentiality) - for 5 years

• Clause 8 (Data Protection) - for legally required retention periods

• Clause 9 (Intellectual Property)

• Clause 10 (Warranties and Disclaimers)

• Clause 11 (Limitation of Liability)

• Clause 12 (Indemnification)

• Clause 15 (Dispute Resolution)

• Clause 16 (General Provisions - Governing Law and Jurisdiction)

6. SERVICE LEVEL COMMITMENTS

6.1 Uptime Commitment

6.1.1 CallPro UK shall use commercially reasonable efforts to maintain:

Service Availability:

• Education Tier 1 & 2: 99.5% uptime per calendar month

• Education Tier 3 (Russell Group): 99.9% uptime per calendar month

• General Business (all tiers): 99.5% uptime per calendar month

6.1.2 Uptime Calculation:

Uptime % = (Total minutes in month - Downtime minutes) / Total minutes in month × 100

6.1.3 Exclusions from Downtime (Do NOT count against uptime):

• (a) Scheduled maintenance: Notified at least 48 hours in advance, conducted during off-peak hours (typically 11pm-5am UK time), limited to 4 hours per month

• (b) Emergency maintenance: Required for critical security vulnerabilities or system issues

• (c) Force Majeure events: As defined in Clause 14

• (d) Third-party failures: Telecommunications carrier outages, internet service provider issues, DNS failures beyond CallPro UK's control

• (e) Client-caused issues: Client's phone system problems, incorrect call forwarding, provision of incorrect information causing system errors

• (f) Factors beyond reasonable control: DDoS attacks, cyberattacks, natural disasters

6.2 Call Answer Speed

6.2.1 AI Receptionist shall answer calls with:

• Target: Within 3 seconds of call connection to CallPro UK system

• Commitment: 95% of calls answered within 5 seconds

6.2.2 Answer speed measured from call connection to CallPro UK (not including carrier routing time).

6.2.3 Note: These are performance targets, not guaranteed commitments. Service credits do not apply for answer speed variations.

6.3 Support Response Times

6.3.1 Education Tier 1: Colleges & Sixth Forms

• Email support: Response within 4 hours during Business Days

• Support hours: Monday-Friday, 9am-6pm UK time

• Monthly optimization review call

6.3.2 Education Tier 2: Universities

• Email and phone support: Response within 2 hours for critical issues during Business Days

• Email support: Response within 4 hours for non-critical issues

• Support hours: Monday-Friday, 8am-8pm UK time; Saturday 10am-4pm

• Dedicated account manager with direct contact

• Fortnightly performance review calls

• Priority clearing season support (enhanced during August-September)

6.3.3 Education Tier 3: Russell Group & Elite

• Email and phone support: Response within 1 hour for critical issues (24/7)

• Email support: Response within 2 hours for non-critical issues during Business Days

• Named support team with multiple contact methods

• Weekly performance review calls

• Quarterly business reviews with CallPro UK CEO

• White-glove clearing season support

6.3.4 General Business Services:

• Starter: Email support, 1 Business Day response

• Professional: Email support, 4-hour response during Business Days

• Enterprise: Priority support, 2-hour response for critical issues

6.3.5 Definition of "Critical Issue": Complete Service outage affecting ability to receive any calls.

6.3.6 "Non-Critical Issues": Configuration changes, feature requests, questions, partial degradation, optimization requests.

6.4 Service Credits (Remedy for Uptime Failure)

6.4.1 If CallPro UK fails to meet uptime commitments, Client may request service credits:

Actual Uptime

Service Credit

99.0% - 99.49% (or 98.9-99.89% for Tier 3)

5% of monthly Subscription Fee

98.0% - 98.99% (or 98.0-98.89% for Tier 3)

10% of monthly Subscription Fee

97.0% - 97.99% (or 97.0-97.99% for Tier 3)

15% of monthly Subscription Fee

Below 97.0%

25% of monthly Subscription Fee

6.4.2 Service Credit Process:

• Must be requested in writing within 30 days of month in which downtime occurred

• Email to: [email protected] with dates/times of alleged downtime

• CallPro UK shall investigate and respond within 10 Business Days

• Credits applied to next month's invoice (or refunded if Contract terminated)

• Credits calculated on monthly Subscription Fee only (not Setup Fees or Add-Ons)

• Capped at 25% of monthly Subscription Fee per month

6.4.3 Service credits are Client's sole and exclusive remedy for uptime failures.

6.5 Clearing Season Support (Education Services Only)

6.5.1 CallPro UK recognizes that the UCAS clearing period (typically mid-August through September) represents a critical high-volume period for universities and colleges.

6.5.2 Enhanced Clearing Support includes:

• (a) Pre-clearing preparation: Review and optimization of clearing-specific scripts and routing 2 weeks before clearing begins

• (b) Surge capacity: System capacity scaled to handle expected call volume increases

• (c) Monitoring: Enhanced monitoring during clearing period

• (d) Rapid response: Expedited response times for any issues during clearing

• (e) Daily check-ins: For Education Tier 2 & 3, daily check-in calls during first week of clearing

• (f) Real-time adjustments: Ability to make rapid script or routing changes as needed

6.5.3 Clients should notify CallPro UK of expected clearing call volumes at least 4 weeks in advance to ensure adequate preparation.

7. CONFIDENTIALITY

7.1 Confidential Information

7.1.1 "Confidential Information" includes all information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether before or after the Effective Date, that:

• (a) Is marked or identified as "confidential" or "proprietary"

• (b) Would reasonably be understood to be confidential given nature and circumstances

• (c) Includes but is not limited to:

  • Business information: Strategies, plans, operations, financial information, pricing

  • Student and prospective student data: enquiry data, call recordings, personal information

  • Technical information: Software, algorithms, AI training data, integrations

  • Institutional information: Programs, admissions strategies, enrollment data, policies

  • Terms of this Contract: Pricing and commercial terms

7.1.2 For education institutions, Confidential Information includes all Student Data and prospective student information.

7.2 Confidentiality Obligations

7.2.1 The Receiving Party shall:

• (a) Keep all Confidential Information strictly confidential

• (b) Not disclose to third parties without prior written consent (except as permitted in 7.2.2)

• (c) Use Confidential Information only for performing obligations under this Contract

• (d) Protect with same degree of care used for own confidential information (minimum: reasonable care)

• (e) Limit access to employees, contractors, advisors with legitimate need to know and who are bound by confidentiality obligations

7.2.2 Permitted Disclosures: Receiving Party may disclose Confidential Information to:

• (a) Professional advisors (lawyers, accountants, auditors) under confidentiality obligations

• (b) Sub-processors (for CallPro UK) as necessary to provide Services, provided they are bound by appropriate confidentiality obligations

7.3 Exceptions

7.3.1 Confidentiality obligations do NOT apply to information that:

• (a) Is or becomes publicly available through no breach by Receiving Party

• (b) Was lawfully in Receiving Party's possession before disclosure (evidenced by written records)

• (c) Is independently developed without use of Confidential Information

• (d) Is lawfully obtained from third party without restriction

• (e) Must be disclosed by law, regulation, court order, or governmental authority, PROVIDED Receiving Party:

  • Promptly notifies Disclosing Party (unless legally prohibited)

  • Cooperates with Disclosing Party's efforts to limit disclosure

  • Discloses only minimum required

7.4 Special Provisions for Student Data

7.4.1 CallPro UK acknowledges that prospective student data and Student Data is particularly sensitive and subject to strict data protection requirements.

7.4.2 CallPro UK shall:

• (a) Treat all Student Data as highly confidential

• (b) Process Student Data only as instructed by the Institution (see Clause 8 - Data Protection)

• (c) Implement appropriate security measures (see Clause 8.5)

• (d) Not use Student Data for any purpose other than providing the Service

• (e) Not disclose Student Data to third parties except sub-processors under strict data protection obligations

7.5 Return or Destruction

7.5.1 Upon termination or at Disclosing Party's request, Receiving Party shall:

• (a) Promptly return or securely destroy all Confidential Information

• (b) Certify in writing compliance with this obligation

• (c) May retain one copy solely for legal/compliance purposes, subject to continued confidentiality

7.6 Survival

7.6.1 Confidentiality obligations survive termination for 5 years.

7.6.2 For Student Data, confidentiality obligations survive for as long as required by Data Protection Legislation (may exceed 5 years).

8. DATA PROTECTION AND PRIVACY

8.1 Parties' Roles Under Data Protection Legislation

8.1.1 For Education Services:

• (a) The Institution is the Data Controller (determines purposes and means of processing)

• (b) CallPro UK is the Data Processor (processes data on behalf of Controller according to instructions)

8.1.2 For General Business Services:

• (a) The Client is the Data Controller

• (b) CallPro UK is the Data Processor

8.1.3 This means:

• The Controller (Institution/Client) has primary responsibility for data protection compliance

• The Processor (CallPro UK) processes personal data only on documented instructions from Controller

• Both parties have specific obligations under Data Protection Legislation

8.2 Types of Personal Data Processed

8.2.1 For Education Services, personal data processed includes:

(a) Prospective Student Data:

• Names, contact details (phone, email, address)

• Date of birth and age

• Educational background and qualifications

• Program/course interests

• UCAS ID or application reference (if provided)

• Communication content (voice recordings, messages, enquiries)

• Appointment and visit information

(b) Current Student Data (if enquiries from current students):

• Student ID numbers

• Program enrollment

• Basic academic information

(c) Parent/Guardian Data:

• Names and contact details (when calling on behalf of prospective student)

(d) Other Data Subjects:

• Alumni, staff, visitors (if they call the institution's numbers)

8.2.2 Categories of Data:

• Identity data

• Contact data

• Education data

• Communication data

8.2.3 Special Category Data: CallPro UK shall NOT process special category data (e.g., health data, ethnicity, religious beliefs) unless:

• Specifically agreed in writing

• Appropriate safeguards are in place

• Lawful basis exists

8.3 Institution/Client Responsibilities as Data Controller

8.3.1 The Institution/Client represents, warrants, and undertakes that:

(a) Lawful Basis:

• It has a lawful basis for processing personal data through the Service under Data Protection Legislation

• For prospective students, typically: legitimate interests (recruitment and admissions)

• For current students: contract or legitimate interests

(b) Privacy Notices:

• It has provided appropriate privacy notices to data subjects explaining:

  • That calls may be answered by AI technology

  • That calls may be recorded

  • How personal data will be processed

  • Data subjects' rights

  • How to contact the Institution about data protection

• Privacy notices are compliant with GDPR Article 13/14 requirements

(c) Call Recording Notices:

• It has provided appropriate notice that calls may be recorded (e.g., via recorded message when calls connect, website notice, or other means)

• It complies with applicable call recording laws

(d) Consents (if required):

• It has obtained any necessary consents from data subjects (if consent is the lawful basis)

(e) Compliance:

• Its instructions to CallPro UK comply with Data Protection Legislation

• It will comply with all obligations of a Data Controller

8.3.2 The Institution/Client shall:

(a) Respond to Data Subject Rights Requests:

• Be responsible for responding to requests from data subjects to exercise their rights (access, rectification, erasure, restriction, portability, objection)

• Notify CallPro UK immediately of any such requests

• Respond within legal timeframes (typically 30 days)

(b) Data Protection Impact Assessments:

• Conduct Data Protection Impact Assessments (DPIAs) if required by law

• Consult with ICO if necessary

(c) Notify CallPro UK:

• Of any personal data breaches it becomes aware of

• Of any changes to processing requirements

• Of any concerns about CallPro UK's processing

(d) Indemnify CallPro UK:

• For claims, losses, costs, fines, and damages arising from Institution/Client's breach of Data Protection Legislation

• For failure to obtain necessary consents or provide required notices

• For instructions that violate Data Protection Legislation

8.4 CallPro UK Responsibilities as Data Processor

8.4.1 CallPro UK shall:

(a) Process Only on Instructions:

• Process personal data only on documented instructions from the Institution/Client

• This Contract constitutes documented instructions

• Not process for any other purpose without written authorization

(b) Confidentiality:

• Ensure persons authorized to process personal data are bound by confidentiality

(c) Security Measures:

• Implement appropriate technical and organizational security measures (see Clause 8.5)

(d) Sub-Processors:

• Engage sub-processors only with Institution/Client's authorization (see Clause 8.6)

(e) Assist the Institution/Client:

• In responding to data subject rights requests

• In ensuring compliance with security, breach notification, and impact assessment obligations

• Provide information and access necessary to demonstrate compliance

(f) Data Breach Notification:

• Notify Institution/Client without undue delay and in any event within 24 hours of becoming aware of a personal data breach

• Provide details: nature of breach, categories/numbers affected, likely consequences, measures taken/proposed

(g) Delete or Return Data:

• Upon termination, delete or return all personal data (unless legally required to retain)

• Provide written certification of deletion upon request

(h) Audits:

• Make available information necessary to demonstrate compliance

• Allow for and contribute to audits (including inspections) conducted by Institution/Client or appointed auditors

8.5 Security Measures

8.5.1 CallPro UK implements the following security measures:

(a) Technical Security:

• Encryption: All personal data encrypted in transit (TLS 1.2+) and at rest (AES-256)

• Access controls: Multi-factor authentication for administrative access, role-based access controls

• Network security: Firewalls, intrusion detection/prevention systems

• Security monitoring: Continuous monitoring for security threats

• Regular testing: Vulnerability assessments and penetration testing

• Secure backups: Encrypted backups with secure storage

• Secure development: Secure coding practices, code reviews

(b) Organizational Security:

• Staff vetting: Background checks for employees with access to personal data

• Confidentiality agreements: All staff and contractors bound by confidentiality

• Security training: Regular security awareness training for all staff

• Incident response: Documented incident response plan

• Business continuity: Disaster recovery and business continuity procedures

• Access logging: Logging and monitoring of access to personal data

• Regular reviews: Security measures reviewed and updated regularly

8.5.2 Education-Specific Security:

• (a) Separate logical environments for each institution (data segregation)

• (b) Enhanced access controls for Student Data

• (c) Audit trails for all access to personal data

• (d) Additional safeguarding for sensitive education data

8.5.3 Security measures are designed to be appropriate to:

• The nature of the personal data processed

• The risks of processing (accidental loss, destruction, damage, unauthorized disclosure, access)

• The state of the art and costs of implementation

8.6 Sub-Processors

8.6.1 The Institution/Client consents to CallPro UK engaging sub-processors to assist in providing the Services.

8.6.2 Current sub-processors include:

• [To be specified based on your actual infrastructure - examples:]

• Cloud hosting provider (e.g., AWS EU/UK regions, Google Cloud EU/UK, Azure UK)

• AI/ML platform providers (for AI model training/hosting)

• Telecommunications carriers (for call routing)

• Email service providers (for notifications)

• Analytics platforms (for reporting and dashboards)

8.6.3 Sub-Processor Management:

(a) CallPro UK shall:

• Maintain up-to-date list of sub-processors available to Institution/Client upon request

• Notify Institution/Client of any intended changes (addition or replacement) with 30 days' notice

• Ensure all sub-processors are bound by written contracts imposing data protection obligations no less protective than this Clause 8

(b) Institution/Client may object to new sub-processors:

• Objection must be on reasonable grounds related to data protection

• Must be raised within 14 days of notification

• If CallPro UK cannot accommodate objection, either party may terminate Contract with 30 days' notice

8.6.4 CallPro UK remains fully liable to Institution/Client for sub-processors' performance.

8.7 International Data Transfers

8.7.1 For Education Services: Personal data will primarily be processed and stored within the United Kingdom.

8.7.2 If CallPro UK transfers personal data outside the UK, it shall ensure:

• (a) The transfer is to a country with an adequacy decision from the UK government, OR

• (b) Appropriate safeguards are in place:

  • UK International Data Transfer Agreement (IDTA)

  • UK Addendum to EU Standard Contractual Clauses

  • Or other approved transfer mechanism

• (c) Or another lawful basis for transfer exists

8.7.3 CallPro UK shall inform Institution/Client of:

• Any international transfers

• The countries involved

• The safeguards in place

8.7.4 For Education Services: CallPro UK shall not transfer Student Data outside the UK without Institution's prior written consent (except to countries with adequacy decisions).

8.8 Call Recordings

8.8.1 The Service may record telephone calls for:

• (a) Quality assurance and service monitoring

• (b) AI training and improvement

• (c) Dispute resolution

• (d) Compliance with legal obligations

• (e) Service improvement and analytics

• (f) Safeguarding (for education institutions - recordings may be needed as evidence)

8.8.2 The Institution/Client is responsible for:

(a) Legal Compliance:

• Complying with applicable call recording laws in the UK and any other relevant jurisdictions

• Providing appropriate notice to callers that calls may be recorded

• Methods of notice include:

  • Recorded message when call connects (recommended)

  • Website privacy notice

  • Terms and conditions

  • Other appropriate means

• Obtaining any necessary consents where required by law

(b) Configuration:

• Configuring the Service appropriately if certain calls should not be recorded

• Notifying CallPro UK of any specific recording requirements or restrictions

8.8.3 Call Recording Retention:

• Standard retention: 90 days for quality and training purposes

• Extended retention: Longer if required by law, involved in dispute, or safeguarding concerns

• Education specific: Safeguarding-related recordings may be retained longer to comply with institutional safeguarding policies

• Deletion: Institution may request deletion of specific recordings (subject to legal retention requirements)

8.8.4 Access to Recordings:

• Institution has access to all call recordings via dashboard/export

• Recordings available for export during 30-day period after termination

8.9 Data Subject Rights

8.9.1 Data subjects have rights under Data Protection Legislation including:

• Right of access (Article 15)

• Right to rectification (Article 16)

• Right to erasure / "right to be forgotten" (Article 17)

• Right to restrict processing (Article 18)

• Right to data portability (Article 20)

• Right to object (Article 21)

8.9.2 If CallPro UK receives a data subject rights request:

• (a) CallPro UK shall notify Institution/Client within 2 Business Days

• (b) CallPro UK shall NOT respond directly to data subject (except to redirect to Institution)

• (c) CallPro UK shall assist Institution by:

  • Providing relevant personal data

  • Taking requested actions (e.g., deletion, restriction)

  • Providing information needed for response

• (d) Institution is responsible for responding to data subject within legal timeframes (typically 30 days, extendable to 60 in complex cases)

8.9.3 CallPro UK may charge reasonable fees for extensive or repeated assistance beyond standard compliance requirements.

8.10 Data Retention and Deletion

8.10.1 During the Term: CallPro UK retains personal data as necessary to provide Services.

8.10.2 Upon Termination:

(a) 30-Day Export Period:

• CallPro UK provides Institution with 30 days to export all:

  • Call data and recordings

  • Prospective student/caller information

  • Analytics and reports

• Institution responsible for exporting data during this period

(b) Deletion After 30 Days:

• After 30 days, CallPro UK shall securely delete all personal data UNLESS:

  • Institution requests specific retention period in writing (subject to reasonable fees)

  • CallPro UK is required by law to retain (e.g., accounting records for tax purposes)

  • Data is needed for defending legal claims

(c) Anonymized Data:

• CallPro UK may retain anonymized/aggregated data (which no longer constitutes personal data) for service improvement

8.10.3 Deletion Method:

• Secure deletion rendering data irrecoverable

• Includes deletion from backups (in accordance with backup retention schedule)

8.10.4 Certification: CallPro UK shall provide written certification of deletion upon Institution's request.

8.11 Personal Data Breaches

8.11.1 CallPro UK shall notify Institution without undue delay and within 24 hours of becoming aware of a personal data breach affecting Institution's data.

8.11.2 Breach Notification shall include:

• (a) Nature of the breach (type of data, circumstances)

• (b) Categories and approximate number of data subjects affected

• (c) Categories and approximate number of personal data records affected

• (d) Likely consequences of the breach

• (e) Measures taken or proposed to address breach and mitigate harm

• (f) Contact point for more information

8.11.3 CallPro UK shall:

• (a) Investigate the breach promptly

• (b) Take immediate steps to contain and mitigate

• (c) Cooperate fully with Institution in breach response

• (d) Provide updates as investigation progresses

• (e) Document the breach and response

8.11.4 The Institution is responsible for:

• (a) Determining whether to notify affected data subjects

• (b) Determining whether to notify the Information Commissioner's Office (ICO)

• (c) Making such notifications within legal timeframes:

  • ICO notification: Within 72 hours of becoming aware (where required)

  • Data subject notification: Without undue delay (where required)

8.11.5 For Education Institutions: Breaches involving Student Data or prospective student data may also trigger institutional safeguarding or incident reporting requirements.

8.12 Audits and Inspections

8.12.1 Institution may audit CallPro UK's compliance with data protection obligations:

(a) Audit Terms:

• Upon reasonable written notice (30 days minimum)

• No more than once per year (unless following a breach or required by supervisory authority)

• During Business Hours

• Subject to reasonable confidentiality obligations

• At Institution's cost

(b) Audit Scope:

• Relevant security and data protection measures

• Compliance with this Clause 8

• Sub-processor arrangements

8.12.2 In lieu of on-site audit, CallPro UK may provide:

• (a) Third-party security certifications (e.g., ISO 27001, SOC 2 reports)

• (b) Completed audit questionnaires

• (c) Reports on security measures

• (d) Summary of compliance measures

8.12.3 CallPro UK shall:

• Cooperate with audits

• Provide access to relevant information, personnel, systems

• Not unreasonably obstruct audit process

8.12.4 If audit reveals non-compliance:

• CallPro UK shall remedy within reasonable timeframe agreed with Institution

• Serious non-compliance may trigger termination rights under Clause 5.4

8.13 Special Provisions for Education Institutions

8.13.1 Safeguarding:

(a) CallPro UK acknowledges that education institutions have safeguarding obligations to protect children and vulnerable adults.

(b) If the AI identifies potential safeguarding concerns during a call (e.g., disclosure of abuse, welfare concerns), the system shall:

• Flag the call as urgent

• Route to designated safeguarding contact immediately (where configured)

• Send immediate notification to safeguarding team

• Preserve call recording securely

(c) Institution shall provide CallPro UK with:

• Clear safeguarding escalation procedures

• Contact details for safeguarding leads

• Guidance on recognizing safeguarding concerns

8.13.2 Vulnerable Callers:

• AI trained to recognize signs of distress or vulnerability

• Appropriate escalation to human staff when needed

• Sensitive handling of difficult situations

8.13.3 Under-18 Data:

• CallPro UK acknowledges that many prospective students are under 18

• Enhanced data protection applies

• No use of under-18 data for marketing without appropriate consent

9. INTELLECTUAL PROPERTY RIGHTS

9.1 CallPro UK's Intellectual Property

9.1.1 All Intellectual Property Rights in and to the Service, including but not limited to:

• (a) The AI technology, algorithms, machine learning models

• (b) Software, code, applications, platform

• (c) User interface and design

• (d) Documentation and training materials

• (e) "CallPro UK" trademark, logos, branding

• (f) "Every Client. Every Call." tagline

• (g) Improvements, updates, modifications, enhancements

are and shall remain the exclusive property of CallPro UK (or its licensors).

9.1.2 The Client/Institution acknowledges:

• No ownership rights are acquired in the Service

• No rights except the limited license granted in Clause 9.2

9.2 License to Client/Institution

9.2.1 License Grant:

Subject to Client's compliance with these Terms and payment of all fees, CallPro UK grants Client a:

• Non-exclusive (not exclusive to Client)

• Non-transferable (cannot be transferred to others)

• Non-sublicensable (cannot be sublicensed)

• Revocable (can be terminated)

• Limited license

to access and use the Service during the Term solely for Client's internal purposes (managing telephone enquiries for the Institution's own operations).

9.2.2 License Scope:

• For Institution's own use only

• Not for resale or provision to third parties

• Not for use by other institutions (each institution requires separate subscription)

9.2.3 License Termination: This license terminates automatically upon termination of the Contract.

9.3 Restrictions on Use

9.3.1 The Client/Institution shall NOT (and shall not permit any third party to):

(a) Copy, modify, adapt, translate, or create derivative works of the Service

(b) Reverse engineer, decompile, disassemble, or otherwise attempt to discover source code or underlying algorithms

(c) Rent, lease, sell, sublicense, distribute, or otherwise transfer rights to the Service

(d) Remove, alter, or obscure any proprietary notices (copyright, trademark, etc.)

(e) Use the Service to develop a competing AI receptionist product or service

(f) Access the Service to build a similar or competitive service

(g) Use the Service in any manner that violates applicable laws or these Terms

(h) Attempt to gain unauthorized access to CallPro UK's systems, networks, or other clients' data

(i) Interfere with or disrupt the integrity or performance of the Service

(j) Introduce viruses, malware, or other harmful code

(k) Share access credentials with unauthorized persons

9.4 Institution Content and Data

9.4.1 The Institution retains all Intellectual Property Rights in:

• (a) Information and content provided to CallPro UK for configuring the Service:

  • Course/program information

  • Institutional policies

  • FAQs and approved responses

  • Brand guidelines

• (b) Prospective student data and call recordings (subject to rights in AI's contributions)

• (c) Institution's trademarks, logos, branding, coat of arms, etc.

9.4.2 License to CallPro UK:

Institution grants CallPro UK a non-exclusive, worldwide, royalty-free license to:

• (a) Use, reproduce, store, modify, and display Institution Content solely to the extent necessary to:

  • Provide the Service

  • Train the AI on Institution-specific information

  • Maintain and improve the Service (for that Institution)

  • Comply with applicable laws

• (b) Use Institution's name and logo to identify Institution as a client (subject to Clause 16.10)

9.4.3 License Duration: This license terminates upon deletion of Institution Content, except:

• Copies in backups (deleted per retention schedule)

• Data required by law to retain

9.5 Anonymized and Aggregated Data

9.5.1 CallPro UK may collect, use, and disclose aggregated and anonymized data derived from the Service for:

• (a) Service improvement and development

• (b) AI training and optimization (across all clients)

• (c) Analytics, research, benchmarking

• (d) Marketing and promotional purposes (e.g., industry reports showing "average call volume for UK universities")

PROVIDED such use does not identify the Institution or any individual data subject.

9.5.2 "Anonymized data" means data processed to remove or obscure all identifiable information such that re-identification is not reasonably possible.

9.5.3 Examples of anonymized data usage:

• "UK universities receive an average of X calls per day during clearing season"

• "Most common prospective student questions are about [topics]"

• Training AI models on common education enquiry patterns

9.5.4 CallPro UK retains all rights in anonymized and aggregated data. Such data is not considered Institution Confidential Information.

9.6 Feedback and Suggestions

9.6.1 If Institution provides CallPro UK with any:

• Suggestions

• Ideas

• Enhancement requests

• Feedback

• Recommendations

• Feature requests ("Feedback")

Institution grants CallPro UK an unrestricted, perpetual, irrevocable, worldwide, royalty-free license to use, incorporate, and exploit such Feedback for any purpose without obligation or compensation to Institution.

9.6.2 Institution warrants that Feedback does not infringe any third-party rights.

9.6.3 Why this matters: This allows CallPro UK to improve the Service based on client suggestions without legal restrictions. For example, if a university suggests "it would be helpful if the AI could handle X type of question," CallPro UK can implement this feature for all clients.

9.7 Third-Party Components

9.7.1 The Service may incorporate or be provided with third-party software, services, or components subject to separate license terms.

9.7.2 Institution's use of such third-party components is governed by applicable third-party licenses.

9.7.3 CallPro UK makes no warranties regarding third-party components beyond those provided by third-party licensors.

10. WARRANTIES AND DISCLAIMERS

10.1 CallPro UK's Warranties

10.1.1 CallPro UK warrants that:

(a) Authority: It has full right and authority to provide the Service and enter into this Contract

(b) Skill and Care: The Service will be provided with reasonable skill and care in accordance with generally accepted industry standards for AI-powered services

(c) Non-Infringement: To the best of its knowledge, the Service does not infringe the Intellectual Property Rights of any third party in the United Kingdom

(d) Compliance: It will comply with applicable laws in providing the Service

(e) Education Specialist: The Service is purpose-built for UK education institutions and incorporates education-specific features and terminology

10.2 Institution/Client Warranties

10.2.1 The Institution/Client warrants that:

(a) Authority: It has full authority to enter into and perform its obligations under this Contract

(b) Compliance: Its use of the Service complies with all applicable laws and regulations, including:

• Education sector regulations (OfS, CMA)

• Data protection legislation

• Safeguarding requirements

• Equality and non-discrimination laws

(c) Content: All information and content provided to CallPro UK:

• Is accurate, complete, and not misleading

• Does not infringe third-party Intellectual Property Rights

• Complies with applicable laws and regulations

(d) Authorization: It has obtained all necessary authorizations, consents, and approvals required to:

• Use the Service

• Process personal data through the Service

• Record telephone calls

10.3 DISCLAIMER OF WARRANTIES

10.3.1 EXCEPT AS EXPRESSLY PROVIDED IN CLAUSE 10.1, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND.

10.3.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, CALLPRO UK DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

(a) MERCHANTABILITY - That the Service is fit for general commercial purposes

(b) FITNESS FOR A PARTICULAR PURPOSE - That the Service will meet Institution's specific requirements or achieve particular outcomes

(c) NON-INFRINGEMENT - Beyond the limited warranty in 10.1.1(c)

(d) UNINTERRUPTED OR ERROR-FREE OPERATION - That the Service will be available 24/7/365 without any interruption, errors, or defects (subject to SLA in Clause 6)

(e) DEFECT CORRECTION - That all defects or errors will be corrected

(f) SECURITY - That the Service will be completely secure from all cyber threats (though appropriate security measures are implemented per Clause 8.5)

(g) ACCURACY OF AI RESPONSES - That the AI will correctly answer every caller question or provide completely accurate information in all circumstances

(h) CALLER SATISFACTION - That callers will be satisfied with their interactions with the AI

(i) RESULTS OR OUTCOMES - That use of the Service will result in:

• Increased applications or enrollments

• Higher conversion rates

• Achievement of recruitment targets

• Any particular business outcome

10.4 Acknowledgments Regarding AI Technology

10.4.1 The Institution/Client acknowledges and agrees that:

(a) AI Technology Nature:

• The Service uses artificial intelligence and machine learning technology

• AI technology is continually learning and improving over time

• AI systems may not perfectly interpret or respond to every query, particularly:

  • Highly complex or unprecedented questions

  • Questions requiring real-time data not provided to the system

  • Nuanced policy questions requiring expert judgment

  • Questions involving ambiguous or unclear language from callers

(b) Learning Curve:

• The AI improves significantly during the first few weeks/months of deployment as it learns from interactions

• Initial performance may require more frequent optimization and refinement

• Long-term performance is typically excellent after the learning period

(c) Human Oversight:

• The Service is designed to handle routine enquiries efficiently

• It is NOT intended as a complete replacement for all human staff

• Complex, sensitive, or high-stakes interactions may require human intervention

• Institution retains responsibility for:

  • Final admissions decisions

  • Complex policy interpretations

  • Handling complaints or sensitive matters

  • Oversight of AI performance

(d) Information Dependency:

• AI responses are based on information provided by the Institution

• Accuracy depends on Institution providing complete, accurate, up-to-date information

• AI cannot answer questions about information not provided to it

(e) No Guarantees:

• No guarantee that every prospective student will receive a perfect answer

• No guarantee of specific enrollment or recruitment outcomes

• Success depends on many factors beyond the Service (program quality, reputation, competition, prospective student choices, etc.)

10.5 Third-Party Services

10.5.1 The Service may integrate with or depend on third-party services:

• Telecommunications carriers

• CRM systems (Salesforce, HubSpot, etc.)

• Student Information Systems

• Calendar applications

• Email services

• Cloud infrastructure providers

10.5.2 CallPro UK makes no warranties regarding:

• Availability, performance, or security of third-party services

• Accuracy of data received from or sent to third-party services

• Third-party compliance with their own terms or applicable laws

• Continued availability of third-party integrations

10.5.3 Institution's use of third-party services is governed by applicable third-party terms and policies.

10.6 Changes to Third-Party Services

10.6.1 If a third-party service changes its API, terms, or functionality in a way that breaks integration:

• CallPro UK shall use reasonable efforts to restore integration

• CallPro UK is not liable for any interruption caused by third-party changes

• If integration cannot be restored, CallPro UK shall work with Institution to find alternative solution

10.7 Reasonable Expectations

10.7.1 What Institution CAN reasonably expect:

• Professional, 24/7 AI-powered call answering

• Handling of routine prospective student enquiries

• Accurate responses based on information provided by Institution

• Continuous learning and improvement of AI performance

• Appropriate escalation of complex or sensitive matters

• Compliance with contracted Service Levels (Clause 6)

• Professional support from CallPro UK team

10.7.2 What Institution CANNOT reasonably expect:

• Perfect performance from day one (AI requires learning period)

• 100% accurate answers to every possible question

• AI handling of all situations without any human involvement

• Guaranteed enrollment or recruitment outcomes

• Zero technical issues or downtime ever (though very rare per SLA)

11. LIMITATION OF LIABILITY

11.1 Nothing Excluded

11.1.1 NOTHING IN THIS CONTRACT SHALL EXCLUDE OR LIMIT LIABILITY FOR:

(a) Death or personal injury caused by negligence

(b) Fraud or fraudulent misrepresentation

(c) Breach of obligations under Section 12 Sale of Goods Act 1979 or Section 2 Supply of Goods and Services Act 1982 (title and quiet possession)

(d) Any other liability that cannot be excluded or limited by law under English law

11.2 Excluded Types of Loss

11.2.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, CALLPRO UK SHALL NOT BE LIABLE TO THE INSTITUTION/CLIENT FOR:

(a) Loss of profits, revenue, income, or anticipated savings

(b) Loss of business opportunity or contracts

(c) Loss of or damage to goodwill or reputation

(d) Loss of or corruption to data (except as required by data protection law)

(e) Loss of use or wasted management or staff time

(f) Failure to achieve recruitment, enrollment, or conversion targets

(g) Loss of prospective students or applications

(h) Any indirect, incidental, special, punitive, exemplary, or consequential losses or damages of any kind

EVEN IF CALLPRO UK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES.

11.2.2 These exclusions apply regardless of the legal theory (contract, tort, negligence, strict liability, breach of statutory duty, or otherwise).

11.3 Cap on Liability

11.3.1 CallPro UK's total aggregate liability to Institution/Client arising out of or in connection with this Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed:

For Education Services:

• The total Subscription Fees paid or payable by Institution to CallPro UK in the 12 months immediately preceding the event giving rise to liability

For General Business Services:

• The total Subscription Fees paid or payable by Client to CallPro UK in the 12 months immediately preceding the event giving rise to liability

(For contracts less than 12 months old: total fees paid or payable to date)

11.3.2 This cap applies to:

• All claims in aggregate, not per claim or per incident

• All claims arising during the entire relationship

11.3.3 Example: If a university pays £40,000/year and experiences losses allegedly due to CallPro UK's breach, CallPro UK's maximum liability is £40,000 total, regardless of the university's actual losses.

11.4 Specific Service Limitations

11.4.1 CallPro UK shall not be liable for losses arising from:

(a) Information Issues:

• Inaccurate, incomplete, or outdated information provided by Institution

• Institution's failure to update information when changes occur

• Institution's decision to withhold certain information from the AI

(b) Third-Party Failures:

• Failures of Institution's telecommunications systems, phone service, or call forwarding

• Failures of third-party integrated systems (CRM, SIS, calendar, email)

• Telecommunications carrier or network outages

• Internet service provider issues

• Third-party API changes that break integrations

(c) Actions of Others:

• Actions taken by prospective students, callers, or third parties based on information provided

• Business decisions made by Institution based on call data or analytics

• Caller dissatisfaction or complaints

(d) Security:

• Unauthorized access to Institution's account resulting from Institution's failure to keep credentials secure

• Security breaches in third-party systems

• Breaches resulting from Institution staff actions

(e) Outcomes:

• Failure to achieve enrollment targets, conversion rates, or recruitment goals

• Loss of prospective students to competitor institutions

• Prospective students' decisions not to apply or enroll

(f) Legal Compliance:

• Institution's breach of applicable laws, regulations, or sector requirements

• Regulatory fines imposed on Institution for Institution's non-compliance

• Claims by Institution's students, prospective students, or other third parties

11.5 Time Limitation on Claims

11.5.1 No claim may be brought against CallPro UK more than 12 months after the events giving rise to the claim.

11.5.2 This time limitation applies except where prohibited by law.

11.6 Data Protection Liability

11.6.1 For liability arising from Data Protection Legislation breaches:

(a) Institution as Data Controller:

• Institution is primarily liable for data protection compliance as Controller

• Institution shall indemnify CallPro UK for any claims, fines, losses arising from Institution's breach of Controller obligations (see Clause 12.1)

(b) CallPro UK as Data Processor:

• CallPro UK's liability for breach of Processor obligations is subject to the cap in Clause 11.3.1

• EXCEPT: For regulatory fines or penalties imposed directly on CallPro UK by the ICO or other supervisory authority for CallPro UK's own breach (not capped, but CallPro UK shall use reasonable efforts to avoid such fines)

• EXCEPT: Where breach results from CallPro UK's willful default or gross negligence, the cap is doubled

11.7 Exceptions to Limitations

11.7.1 The limitations in this Clause 11 do NOT apply to:

• (a) Institution's payment obligations (Clause 4)

• (b) Institution's indemnification obligations (Clause 12)

• (c) Institution's breach of Intellectual Property Rights (Clause 9)

• (d) Institution's breach of Confidentiality (Clause 7)

• (e) Institution's breach of acceptable use provisions (Clause 3.4)

11.8 Reasonableness and Insurance

11.8.1 The parties acknowledge that:

(a) Reasonable Allocation:

• The limitations in this Clause 11 are reasonable given:

  • The nature of the Service (AI technology with inherent limitations)

  • The fees charged (Service fees do not include insurance for Institution's business losses)

  • The allocation of risks and responsibilities between parties

  • Standard industry practice for SaaS services

(b) Insurance:

• Institution has had opportunity to obtain insurance against losses not covered by this Contract

• Institution is advised to maintain appropriate business insurance

(c) Pricing:

• The pricing reflects the limitation of liability agreed herein

• Without these limitations, fees would be substantially higher

11.8.2 Education Context:

• Universities and colleges typically carry comprehensive insurance

• Recruitment and enrollment outcomes depend on many factors beyond call handling

• The Service is one tool among many in the recruitment process

11.9 Mitigation

11.9.1 Each party shall take reasonable steps to mitigate any losses it suffers arising from the other party's breach or from use of the Service.

11.9.2 Failure to mitigate may reduce or eliminate recoverable damages.

12. INDEMNIFICATION

12.1 Institution/Client Indemnification of CallPro UK

12.1.1 The Institution/Client shall indemnify, defend, and hold harmless CallPro UK, its officers, directors, employees, agents, and affiliates from and against any and all:

• Claims

• Liabilities

• Damages

• Losses

• Costs and expenses (including reasonable legal fees)

arising from or related to:

(a) Institution's Breach of Terms:

• Breach of any provision of these Terms

• Breach of warranties (Clause 10.2)

• Breach of acceptable use provisions (Clause 3.4)

• Breach of payment obligations

• Breach of confidentiality (Clause 7)

(b) Institution's Use or Misuse of Service:

• Use for unlawful purposes

• Use in violation of applicable laws or regulations

• Use in breach of education sector regulations (OfS, CMA, etc.)

(c) Institution Content:

• Claims that Institution Content infringes third-party Intellectual Property Rights

• Claims that Institution Content is defamatory, misleading, or unlawful

• Inaccurate or misleading information provided to prospective students through the Service

(d) Data Protection:

• Institution's breach of Data Protection Legislation

• Institution's breach of Controller obligations under Clause 8

• Failure to obtain necessary consents from data subjects

• Failure to provide required privacy notices or call recording notices

• ICO fines or regulatory penalties arising from Institution's non-compliance

(e) Third-Party Claims:

• Claims by Institution's prospective students, current students, staff, or other third parties arising from:

  • Their interaction with the Service

  • Information provided to them through the Service

  • Institution's admissions decisions or processes

  • Dissatisfaction with Institution's programs or services

(f) Regulatory Non-Compliance:

• Fines, penalties, or enforcement actions by:

  • Office for Students (OfS)

  • Competition and Markets Authority (CMA)

  • Information Commissioner's Office (ICO) (for Institution's breaches)

  • Any other regulatory body

• Arising from Institution's non-compliance with applicable regulations

(g) Safeguarding:

• Claims arising from Institution's failure to follow appropriate safeguarding procedures

• Failure to respond appropriately to safeguarding concerns flagged by the Service

(h) Third-Party Rights:

• Violation of any third party's rights (intellectual property, privacy, contractual, etc.)

12.2 CallPro UK Indemnification of Institution/Client

12.2.1 CallPro UK shall indemnify, defend, and hold harmless Institution/Client from and against third-party claims that:

The Service infringes such third party's Intellectual Property Rights in the United Kingdom.

12.2.2 This indemnity is subject to Institution/Client:

• (a) Promptly notifying CallPro UK in writing of the claim

• (b) Giving CallPro UK sole control of the defense and settlement

• (c) Providing reasonable cooperation and assistance in the defense

• (d) Not admitting liability or settling without CallPro UK's consent

12.2.3 CallPro UK's obligations under this Clause 12.2 do NOT apply if the infringement claim arises from:

(a) Modification of the Service by anyone other than CallPro UK

(b) Use of the Service in combination with non-CallPro UK products, services, or data not contemplated by these Terms

(c) Failure to use updates or newer versions of the Service provided by CallPro UK where such updates would have avoided the infringement

(d) Content or data provided by Institution/Client

(e) Use of the Service in breach of these Terms

(f) Compliance with Institution's specific instructions or requirements

12.2.4 CallPro UK's Remedies:

If the Service becomes (or in CallPro UK's opinion is likely to become) subject to an infringement claim, CallPro UK may, at its option and expense:

(a) Obtain the right for Institution to continue using the Service, OR

(b) Replace or modify the Service to make it non-infringing while maintaining substantially equivalent functionality, OR

(c) If (a) and (b) are not commercially reasonable, terminate the Contract and refund any pre-paid Subscription Fees for the unused portion of the Subscription period (prorated)

12.2.5 THIS CLAUSE 12.2 STATES CALLPRO UK'S ENTIRE LIABILITY AND INSTITUTION'S SOLE REMEDY FOR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS.

12.3 Indemnification Process

12.3.1 The party seeking indemnification (the "Indemnitee") shall:

(a) Promptly notify the indemnifying party (the "Indemnitor") in writing of any claim

• Notification should include details of claim, parties involved, and potential liability

(b) Cooperate reasonably in the defense of the claim

• Provide relevant information and documents

• Make personnel available for depositions, testimony, etc.

(c) Allow the Indemnitor to control the defense and settlement

• Subject to Clause 12.3.2 below

(d) Not admit liability or settle the claim without Indemnitor's prior written consent

12.3.2 The Indemnitor shall NOT settle any claim in a manner that:

• (a) Imposes liability on or requires admission of fault by the Indemnitee without Indemnitee's prior written consent

• (b) Imposes ongoing obligations on the Indemnitee without Indemnitee's consent

• (c) Affects Indemnitee's rights or reputation without Indemnitee's consent

12.3.3 If Indemnitee fails to promptly notify:

• Does not relieve Indemnitor of obligations EXCEPT to the extent Indemnitor is materially prejudiced by the delay

12.3.4 Costs:

• Indemnitor bears all reasonable defense costs (legal fees, court costs, settlement amounts)

• Indemnitee's cooperation costs are borne by Indemnitee unless otherwise agreed

12.4 Exclusive Remedies

12.4.1 The indemnifications in this Clause 12 are:

• The sole and exclusive remedies for the matters covered

• In lieu of all other remedies that might otherwise be available at law or in equity

12.4.2 Example: If an institution provides inaccurate information to prospective students through the Service leading to a CMA investigation, the institution's indemnification of CallPro UK under Clause

12.1 is CallPro UK's exclusive remedy.

13. INSURANCE

13.1 CallPro UK's Insurance

13.1.1 CallPro UK maintains the following insurance policies:

(a) Professional Indemnity Insurance:

• Minimum coverage: £2,000,000 per claim (£2M)

• Covers professional errors, omissions, and negligent acts

(b) Public Liability Insurance:

• Minimum coverage: £1,000,000 per claim (£1M)

• Covers third-party injury or property damage claims

(c) Cyber Liability Insurance:

• Minimum coverage: £1,000,000 per claim (£1M)

• Covers data breaches, cyberattacks, and related liabilities

(d) Employers' Liability Insurance:

• As required by UK law

• Covers employee injury claims

13.1.2 CallPro UK shall:

• Maintain such insurance throughout the Term

• Provide evidence of insurance (certificates of insurance) upon reasonable request (e.g., for procurement processes)

• Notify Institution if coverage materially changes

13.2 Institution/Client Insurance

13.2.1 Institution/Client is strongly advised to maintain appropriate insurance coverage for its operations, including:

(a) Professional Indemnity or Errors & Omissions Insurance:

• Covers professional negligence claims

• Relevant for admissions decisions and information provision

(b) Public Liability Insurance:

• Covers third-party claims

(c) Cyber Liability and Data Breach Insurance:

• Covers costs of data breaches, regulatory fines, notification costs

• Particularly important given GDPR penalties

(d) Business Interruption Insurance:

• Covers losses from operational disruptions

(e) Directors and Officers (D&O) Insurance:

• Covers leadership liability

13.2.2 Why Insurance Matters:

• The limitations of liability in Clause 11 mean Institution may face uninsured losses

• Recruitment and enrollment outcomes depend on many factors; insurance provides protection

• Data breaches can be costly; cyber insurance helps mitigate financial impact

13.2.3 CallPro UK is not advising on appropriate insurance; Institution should consult insurance professionals.

14. FORCE MAJEURE

14.1 Force Majeure Event Defined

14.1.1 Neither party shall be liable for failure to perform its obligations (other than payment obligations) if such failure results from a Force Majeure Event.

14.1.2 "Force Majeure Event" means an event beyond the reasonable control of the affected party, including:

(a) Acts of God:

• Earthquakes, floods, storms, hurricanes, tornadoes

• Lightning, fire, explosion

• Extreme weather events

(b) War, terrorism, civil unrest, riot, invasion, armed conflict

(c) Epidemic, pandemic, or public health emergency (e.g., government-mandated lockdowns)

(d) Government actions:

• Legislation, regulation, or order preventing performance

• Expropriation, nationalization

• Import/export restrictions

(e) Labor disputes:

• Strikes, lockouts, industrial action (NOT involving the party's own employees)

(f) Infrastructure failures (beyond party's control):

• Telecommunications network failures (carrier-level)

• Internet backbone failures

• Power grid failures

• Data center failures (where party uses commercially reasonable provider)

(g) Cyberattacks (where reasonable security measures were in place):

• Distributed Denial of Service (DDoS) attacks

• Ransomware attacks

• State-sponsored cyberattacks

14.1.3 Force Majeure Events do NOT include:

(a) Economic hardship or unfavorable market conditions

(b) Lack of funds or inability to pay (payment obligations are NOT excused)

(c) Problems with suppliers or subcontractors (unless they themselves are affected by an underlying Force Majeure Event)

(d) Technical failures within the affected party's control

(e) Cybersecurity incidents resulting from the party's failure to implement reasonable security measures

14.2 Obligations During Force Majeure

14.2.1 The affected party shall:

(a) Notify Promptly:

• Provide written notice to the other party as soon as reasonably practicable (within 5 Business Days if possible)

• Notice should include:

  • Nature of the Force Majeure Event

  • Expected duration

  • Obligations affected

  • Steps being taken to mitigate

(b) Mitigate Effects:

• Use reasonable efforts to mitigate the effects of the Force Majeure Event

• Work around the Force Majeure Event where possible

• Seek alternative means of performance

(c) Resume Performance:

• Resume performance as soon as reasonably practicable once the Force Majeure Event ceases

• Notify other party when performance resumed

14.2.2 Time for performance of affected obligations shall be extended by the duration of the Force Majeure Event plus a reasonable period to resume normal operations.

14.2.3 Non-affected obligations continue:

• Obligations not affected by the Force Majeure Event must still be performed

• Payment obligations are NOT excused (Clause 4 obligations continue)

14.3 Termination for Extended Force Majeure

14.3.1 If a Force Majeure Event prevents substantial performance for more than 60 consecutive days, either party may terminate this Contract by providing 14 days' written notice to the other party.

14.3.2 Upon such termination:

(a) Institution shall pay for Services provided up to the termination date

(b) CallPro UK shall refund any pre-paid Subscription Fees for Services not yet provided, calculated on a pro-rata basis:

• Example: If 6 months remain on annual subscription when terminated, refund 50% of annual fee

(c) Neither party shall have any other liability to the other arising from the Force Majeure Event or the termination

(d) Standard termination procedures apply (Clause 5.6) regarding data export, etc.

14.4 Specific Force Majeure Scenarios

14.4.1 Pandemic/Lockdown Scenario:

• If government imposes lockdown preventing CallPro UK staff from accessing facilities, this may constitute Force Majeure

• However, if Service can be operated remotely (which is likely given cloud-based nature), Force Majeure may not apply

• CallPro UK shall make reasonable efforts to maintain Service despite lockdowns (e.g., remote work arrangements)

14.4.2 Cyberattack Scenario:

• DDoS attack preventing Service availability may constitute Force Majeure IF:

  • Attack is of extraordinary magnitude

  • Reasonable security measures were in place

  • Attack is beyond what reasonable DDoS protection can mitigate

• Standard cyber incidents that reasonable security could prevent do NOT constitute Force Majeure

14.4.3 Telecommunications Failure Scenario:

• Major telecommunications carrier network failure affecting all customers may constitute Force Majeure

• Localized issues with Institution's own phone service do NOT constitute Force Majeure for CallPro UK

15. DISPUTE RESOLUTION

15.1 Good Faith Negotiation

15.1.1 If a dispute arises between the parties, the parties shall first attempt to resolve it through good faith negotiation.

15.1.2 Either party may initiate negotiation by sending written notice of the dispute to the other party, including:

• (a) Description of the dispute

• (b) Relevant facts and circumstances

• (c) Desired resolution

15.1.3 Within 14 days of such notice:

• Senior representatives of each party (with authority to resolve the dispute) shall meet (in person or virtually)

• Good faith discussions to attempt resolution

15.1.4 Meeting format:

• In person in London (preferred) or via video conference

• Without prejudice (discussions cannot be used as evidence in later proceedings)

• Attended by senior decision-makers (e.g., Institution's Director of Admissions/Finance; CallPro UK's CEO)

15.2 Mediation

15.2.1 If the dispute is not resolved through negotiation within 30 days of the initial dispute notice, either party may refer the dispute to mediation.

15.2.2 Mediator Selection:

• Parties shall attempt to agree on a mediator within 7 days

• If unable to agree, either party may request the Centre for Effective Dispute Resolution (CEDR) to appoint a mediator

15.2.3 Mediation Procedure:

• Conducted in accordance with CEDR Model Mediation Procedure

• Location: London, England (or via video conference by agreement)

• Duration: Typically 1 day mediation session

• Both parties must attend and participate in good faith

15.2.4 Costs:

• Parties shall share the mediator's fees and CEDR costs equally (50/50)

• Each party bears its own legal costs and expenses

15.2.5 Confidentiality:

• Mediation is confidential and without prejudice

• Cannot be referred to in subsequent legal proceedings (except to enforce any settlement reached)

15.3 Litigation (Court Proceedings)

15.3.1 If the dispute is not resolved through mediation within 60 days of referral to mediation (or if either party refuses to participate in mediation), either party may commence legal proceedings.

15.3.2 Nothing in this Clause 15 prevents either party from:

• (a) Seeking urgent injunctive or interim relief from a court at any time (e.g., to prevent breach of confidentiality, infringement of IP rights)

• (b) Seeking payment of undisputed invoices through court proceedings or debt collection

• (c) Initiating insolvency proceedings

15.4 Governing Law and Jurisdiction

See Clause 16.11 and 16.12

15.5 Continuity of Performance During Disputes

15.5.1 Each party shall continue to perform its obligations under this Contract during any dispute resolution process (including continued provision of Service and continued payment of fees), except:

• Where performance is impossible

• Where a court orders suspension

• Where the dispute directly concerns whether a particular obligation exists

15.5.2 No party shall suspend performance as leverage in a dispute.

16. GENERAL PROVISIONS

16.1 Entire Agreement

16.1.1 This Contract (comprising these Terms and Conditions, the Order Form, and any Statement of Work or addendums signed by both parties) constitutes the entire agreement between the parties and supersedes all prior:

• Agreements

• Understandings

• Negotiations

• Discussions

• Representations

• Proposals Whether oral or written

16.1.2 Each party acknowledges that:

• It has not relied on any statement, representation, warranty, or understanding not expressly set out in this Contract

• It has had adequate opportunity to review these Terms with legal counsel

16.1.3 Nothing in this Clause excludes liability for fraud or fraudulent misrepresentation.

16.2 Amendments and Variations

16.2.1 CallPro UK may amend these Terms and Conditions by providing 60 days' written notice to the Institution/Client.

16.2.2 Amended Terms shall apply from the date specified in the notice (which shall be at least 60 days after the notice is sent).

16.2.3 If Institution/Client does not accept the amended Terms:

• Institution/Client may terminate the Contract by providing written notice within 30 days of receiving the amendment notice

• Termination effective on the date the amendments would take effect

• Institution shall pay all fees due up to termination date

16.2.4 Continued use of the Service after the effective date of amendments constitutes acceptance of the amended Terms.

16.2.5 Amendments to commercial terms (other than price increases under Clause 4.8) or the Order Form require written agreement signed by both parties.

16.2.6 No other amendments are valid unless in writing and signed by authorized representatives of both parties.

16.3 Waiver

16.3.1 No failure or delay by either party in exercising any right or remedy shall constitute a waiver of that or any other right or remedy.

16.3.2 A waiver of any right or remedy must be:

• In writing

• Signed by the party waiving the right

16.3.3 A waiver of any breach does not constitute a waiver of any subsequent breach of the same or different provision.

16.3.4 No single or partial exercise of any right or remedy prevents further exercise of that right or remedy or exercise of another right or remedy.

16.4 Severability

16.4.1 If any provision of this Contract is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable:

(a) That provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable

(b) If modification is not possible, the provision shall be severed from this Contract

(c) The remaining provisions shall continue in full force and effect and shall not be affected

16.4.2 The parties shall negotiate in good faith to replace any severed provision with a valid, legal, and enforceable provision that achieves, to the extent possible, the original commercial intent of the parties.

16.5 Assignment and Subcontracting

16.5.1 Institution/Client may NOT assign, transfer, or subcontract any rights or obligations under this Contract without CallPro UK's prior written consent (not to be unreasonably withheld).

16.5.2 CallPro UK may assign this Contract or any rights or obligations hereunder:

(a) To an affiliate or group company, OR

(b) In connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets or business, OR

(c) To a successor in business

PROVIDED such assignment does not materially adversely affect the Service provided to Institution/Client.

16.5.3 CallPro UK shall notify Institution of any such assignment.

16.5.4 Subcontracting:

• CallPro UK may subcontract performance of its obligations to qualified subcontractors (including sub-processors for data processing per Clause 8.6)

• CallPro UK remains fully responsible for performance of subcontracted obligations

16.5.5 This Contract is binding upon and inures to the benefit of the parties and their permitted successors and assigns.

16.6 Third-Party Rights

16.6.1 This Contract is between CallPro UK and the Institution/Client only.

16.6.2 No third party has any right to enforce any provision of this Contract under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

16.6.3 This does not affect:

• Any right or remedy of a third party that exists or is available apart from that Act

• The rights of indemnified parties under Clause 12

16.7 Relationship of Parties

16.7.1 Nothing in this Contract creates or shall be deemed to create:

• A partnership

• Joint venture

• Agency relationship

• Employment relationship Between the parties.

16.7.2 Neither party has authority to:

• Bind the other party

• Contract in the name of the other party

• Create liability against the other party

• Make representations on behalf of the other party

16.7.3 Each party is an independent contractor with respect to the subject matter of this Contract.

16.8 Notices

16.8.1 Any notice required or permitted under this Contract shall be:

• In writing

• In English language

16.8.2 Notices shall be deemed given:

(a) Personal delivery: Upon delivery

(b) Email:

• If sent before 5pm on a Business Day: One Business Day after sending

• If sent after 5pm or on non-Business Day: Two Business Days after sending

• Sender must receive no "undeliverable" or error message

(c) First-class post (UK): Two Business Days after posting

(d) International courier: Five Business Days after dispatch

(e) Registered or recorded delivery: Upon receipt confirmation

16.8.3 Notices shall be sent to:

For CallPro UK:

• Address: 205, Fountayne Road, London N15 4QL

• Email: [email protected]

• Attention: Legal Department / CEO

For Institution/Client:

• Address and email as specified in the Order Form

• Or as subsequently updated by written notice

16.8.4 Either party may change its notice details by providing written notice to the other party.

16.8.5 Routine operational communications (not formal notices) may be sent to:

• Support queries: [email protected]

• Billing queries: [email protected]

• Account management: [Account Manager email]

16.9 Counterparts and Electronic Signatures

16.9.1 This Contract may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

16.9.2 Electronic signatures are acceptable and have the same legal effect as original signatures, including:

• DocuSign

• Adobe Sign

• HelloSign

• Other reputable e-signature platforms

• Scanned signatures sent via email

16.9.3 Delivery of executed counterpart via email (PDF) or electronic signature platform constitutes valid delivery.

16.10 Publicity and Use of Institution Name

16.10.1 CallPro UK may:

(a) Identify the Institution as a customer on its website and in marketing materials using Institution's name (e.g., "Trusted by [Institution Name]")

(b) Use Institution's name and logo for such identification purposes (subject to Institution's brand guidelines if provided)

(c) Issue a press release announcing the partnership (subject to Institution's prior approval of the text, not to be unreasonably withheld or delayed)

16.10.2 Opt-Out:

• Institution may request in writing to be excluded from public identification

• CallPro UK shall comply within 30 days of such request

16.10.3 More Extensive Use:

• Any more extensive use of Institution's name, logo, quotes, testimonials, case studies, or detailed information requires Institution's prior written consent

• Institution may provide such consent subject to review and approval of specific content

16.10.4 Brand Guidelines:

• Institution may provide CallPro UK with brand guidelines for use of its name and logo

• CallPro UK shall use reasonable efforts to comply with such guidelines

16.10.5 Institution may:

• Identify CallPro UK as its service provider in relevant contexts (procurement processes, regulatory filings, etc.)

• Use CallPro UK's name and logo in accordance with CallPro UK's brand guidelines (available upon request)

16.11 Governing Law

16.11.1 This Contract and any disputes arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

16.11.2 The parties exclude the application of:

• The United Nations Convention on Contracts for the International Sale of Goods (CISG)

• Any other international conventions or treaties

16.12 Jurisdiction

16.12.1 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).

16.12.2 Nothing in this Clause limits:

• CallPro UK's right to bring enforcement proceedings in any other jurisdiction where Institution/Client has assets

• Either party's right to seek interim or injunctive relief in any jurisdiction

16.13 Language

16.13.1 This Contract is drafted in the English language.

16.13.2 If this Contract is translated into any other language, the English language version shall prevail in the event of any inconsistency or ambiguity.

16.14 Compliance with Laws

16.14.1 Each party shall comply with all applicable laws and regulations in performing its obligations under this Contract.

16.14.2 Specific compliance obligations:

(a) Anti-Bribery and Corruption:

• Each party shall comply with the Bribery Act 2010

• Neither party shall offer, promise, give, request, or accept bribes or improper payments

• Each party shall maintain appropriate anti-bribery policies and procedures

(b) Modern Slavery:

• Each party shall comply with the Modern Slavery Act 2015

• Neither party shall engage in or support slavery, servitude, forced labor, or human trafficking

• Each party shall take steps to ensure its supply chain is free from modern slavery

(c) Export Control:

• Neither party shall export or re-export the Service or related technology in violation of export control laws

16.14.3 Each party represents and warrants that it is not subject to any sanctions or export restrictions that would prevent performance under this Contract.

16.15 Costs and Expenses

16.15.1 Each party shall bear its own costs and expenses incurred in negotiating, preparing, executing, and performing this Contract, including:

• Legal fees

• Professional advisor fees

• Travel expenses

• Internal staff time

16.15.2 Exception: Costs specifically allocated to one party under this Contract (e.g., indemnification costs under Clause 12).

16.16 Further Assurances

16.16.1 Each party shall execute and deliver such further documents and take such further actions as may be reasonably necessary or desirable to give full effect to the provisions of this Contract and the intentions of the parties.

17. DEFINITIONS QUICK REFERENCE

For ease of reference, key terms:

Term

Definition

AI Receptionist

CallPro UK's AI-powered call answering service

Business Day

Monday-Friday, 9am-5pm UK time, excluding bank holidays

Clearing

UCAS clearing period (August-September) for university admissions

Client/Institution

The organization purchasing Services

Data Controller

Party determining purposes/means of processing personal data

Data Processor

Party processing personal data on behalf of Controller

Education Services

Services for universities, colleges, schools

Effective Date

Date Contract becomes effective

Force Majeure

Events beyond reasonable control

General Business Services

Services for non-education businesses

Go-Live Date

Date Service becomes operational

Personal Data

Information relating to identifiable individuals

Prospective Student

Individual enquiring about admission/enrollment

Service Plan

Tier of service selected (Education or General Business)

Setup Fee

One-time implementation fee

Student Data

Personal data about prospective or current students

Subscription Fee

Recurring monthly or annual fee

UCAS

Universities and Colleges Admissions Service

18. ACCEPTANCE

18.1 How to Accept These Terms

The Institution/Client accepts these Terms and Conditions by:

(a) Signing the Order Form that references these Terms, OR

(b) Making payment for the Services (Setup Fee or Subscription Fee), OR

(c) Clicking "I Accept," "I Agree," or similar button on CallPro UK's website or in an electronic Order Form, OR

(d) Commencing use of the Services

Whichever occurs first.

18.2 Authority to Bind

18.2.1 By accepting these Terms, the person doing so represents and warrants that:

• (a) They have full authority to bind the Institution/Client to these Terms

• (b) The Institution/Client will comply with all obligations under these Terms

• (c) All information provided in the Order Form is accurate

18.2.2 For education institutions:

• Typically, authorized signatories include: Vice-Chancellors, Presidents, Principals, Finance Directors, Directors of Admissions, or persons with delegated procurement authority

• If you are unsure of your authority, please consult your institution's procurement or legal department before accepting

18.3 Order of Precedence

18.3.1 In the event of conflict or inconsistency between documents forming this Contract, the following order of precedence applies:

1. Order Form / Statement of Work (for commercial terms only, such as specific pricing, implementation timeline, special provisions agreed between parties)
   

2. These Terms and Conditions (for all other provisions)
   

3. Any other documents referenced (e.g., privacy policy, acceptable use policy)
   
   

SCHEDULE A: CONTACT INFORMATION

CallPro UK Limited

Company Details:

• Company Number: 16801755

• Registered Office: 205, Fountayne Road, London N15 4QL

Service and Support:

• Email: [email protected]

• Phone: +44 (0) 208 470 3545

• Support Hours: Monday-Friday, 9am-6pm UK time

Sales and New Business:

• Email: [email protected]

• Phone: +44 (0) 208 470 3545

Billing and Payments:

• Email: [email protected]

Legal and Contracts:

• Email: [email protected]

Data Protection:

• Data Protection Officer: [email protected]

Website:

• https://www.callpro.uk

SCHEDULE B: SERVICE LEVEL AGREEMENT (SLA)

[Detailed SLA as set out in Clause 6 - can be expanded here if preferred]

SCHEDULE C: DATA PROCESSING AGREEMENT (DPA)

[Detailed DPA as set out in Clause 8 - can be expanded into separate schedule if preferred for institutional procurement processes]

END OF TERMS & CONDITIONS