Terms and Conditions

Hire Ami Ltd (the "Provider") will provide the services described in the Order Form (the "Services"). Provider will use reasonable skill and care and will provide business-hours email support (09:00–17:00 UK time, Mon–Fri).

Provider targets 99.0% Monthly Uptime (excluding Scheduled Maintenance and Force Majeure), reliability issues handled within 1 business day. Provider may update the Services provided such updates do not materially reduce core functionality.

Customer will provide timely cooperation, accurate information, and the necessary access/integrations. Customer is responsible for: (a) the accuracy and legality of data it supplies to the Services; (b) obtaining all consents and lawful bases required for communications placed by or via the Services; and (c) using the Services in compliance with law and with any published acceptable-use policies.

Customer shall not: (i) reverse-engineer, decompile, or create derivative works from the Services; or (ii) use the Services to send unlawful or harmful content.

Customer shall indemnify and defend Provider against third-party claims and reasonable costs arising from Customer Data or Customer's use of the Services in breach of this Agreement or law (except to the extent caused by Provider); Provider may (without obligation) monitor use and may suspend the Services to prevent material harm, abuse or security risk, and will notify Customer promptly of the reasons for suspension.

Each party may receive confidential information of the other. The receiving party will protect such information with at least reasonable care and use it solely to perform this Agreement. Obligations do not apply to information that is public, independently developed, rightfully received from a third party, or required to be disclosed by law (with notice where lawful).

As between the parties, Customer retains all rights in Customer Data; Provider retains all rights in the Services, software, models, configurations, and documentation. Provider grants Customer a non-exclusive, non-transferable right to access the Services during the Term. Provider may use de-identified/aggregated data to improve the Services. No other licences are granted except as stated.

For personal data processed in connection with the Services, Customer is the Controller and Provider is the Processor. The parties shall comply with UK GDPR and the Data Protection Act 2018. Processing of personal data is governed by the Data Processing Agreement incorporated by reference, and prevails on data-protection matters.

Within 30 days after termination/expiry and on written request, Provider will either (i) make available a one-time copy of Customer Data in a commonly-used machine-readable format; or (ii) delete Customer Data from active systems, subject to legal retention and standard backups.

Fees are stated and payable in GBP (£) and exclude VAT, which shall be added at the applicable rate.

Customer shall maintain a Prepaid Balance (also referred to as "Credits") by purchasing a credit balance per month in advance, reflecting the Customer's monthly Minimum Fees as set out in the Order Form. Usage Fees are deducted from the Prepaid Balance as incurred. Where the balance falls below Low-Balance Threshold, Provider will notify the Billing Contact stated in the Order Form, and Customer shall top-up (at least the Minimum Top-Up Amount), otherwise Provider may pause initiation of new calls/messages until the balance is replenished; in-flight sessions may complete. Credits are valid for 6 months from purchase (rolling over each top-up) and are non-refundable. Provider will make AI Interview usage and credit balance information available to the Customer.

For Service Fees (as defined in the Order Form), invoices are due within 14 days of invoice date. Overdue amounts accrue interest at 4% per annum above the Bank of England base rate from due date until paid. Customer may not withhold or set-off. Provider may suspend the Services on 7 days' notice if undisputed invoices remain unpaid 21 days after the due date.

Provider may change Usage Fees on renewal of any Service Term with 30 days' email notice; changes don't affect the current Service Term or the already-purchased credits.

This Agreement is for the Initial Service Term as specified in the Order Form. A mutual notice period of 2 weeks (14 days) applies to the first 3 months of the Initial Service Term. Upon completion of the Initial Service Term, this Agreement shall automatically renew for successive twelve-month periods without a Break Clause, unless: (i) either party provides written notice of termination at least thirty (30) days prior to the end of the then-current term, or (ii) the parties mutually agree in writing to renew the Agreement under new terms.

Either party may terminate for material breach not remedied within 30 days of notice. Either party may terminate immediately if the other becomes insolvent.

On termination/expiry, all unused credits accumulated by the Customer will be forfeited and will not be refunded or carried over, all fees due become immediately payable.

During the Term, Customer shall not (i) engage any third party to provide, or (ii) itself develop or deploy, any Directly Competing Solution for the same use cases and business unit(s) in the UK, without Provider's prior written consent. "Directly Competing Solution" means an automated voice AI system that conducts candidate screening calls and interview scheduling substantially similar to the Services.

Provider warrants that it will provide the Services with reasonable skill and care and in accordance with applicable law. Except as expressly stated, the Services are provided "as is" and Provider disclaims all other warranties, whether express, implied or statutory, including warranties of merchantability, satisfactory quality, fitness for a particular purpose, and non-infringement. Provider does not warrant that the Services will be uninterrupted or error-free.

Nothing in this Agreement limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited or excluded by law.

Subject to the foregoing, neither party will be liable for indirect or consequential loss, loss of profits, revenue, or business, or loss/corruption of data. Each party's total aggregate liability arising out of or in connection with this Agreement will not exceed the fees paid or payable by Customer to Provider in the 12 months preceding the event giving rise to the claim.

Provider may use Customer's name and logo in marketing materials only with Customer's prior written consent (email sufficient). Any press release or case study requires both parties' prior written approval.

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by the laws of England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales.

Notices must be in writing and delivered by email to the addresses in the Order Form (or updated in writing). Neither party may assign this Agreement without the other's prior written consent, except that either party may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, with written notice.

Force Majeure: neither party is liable for delay or failure due to causes beyond its reasonable control.

Entire Agreement & Precedence: The Order Form incorporates these Terms and Conditions. In the event of conflict, the Order Form prevails over these Terms and Conditions for commercial terms (fees, term, scope).