TERMS AND CONDITIONS

These Terms and Conditions (the "Terms") govern your use of the website located at https://voltechai.com (the "Website") and the services provided by VolTechAI Ltd. (the "Service").

VolTechAI Ltd. (hereafter "VolTechAI", "we", "us" or "our") is a company registered in England and Wales. Our registered office is at [Registered Address] and our company registration number is [Company Reg. Number].

These Terms are intended to be read together with any quotation Order, Statement of Work, Service Agreement, Service Level Agreement or other document that applies to a particular service (together, the "Service Documents").

If there is a conflict between these Terms and a signed Service Agreement or Statement of Work, the signed document will normally take priority for the subject matter it specifically covers. A Data Processing Agreement will take priority over these Terms to the extent necessary to address data protection matters.

By using our Website and Services, you agree to be bound by these Terms. If you purchase Services from us, these Terms also form part of the agreement between you and us unless the applicable Service Documents state otherwise.

In these Terms, unless the context otherwise requires:

"Agreement" means the contract between you and us incorporating these Terms.

"Business Customer" means a person or organisation acting for purposes relating to its trade, business, craft or profession.

"Consumer" means an individual acting wholly or mainly outside their trade, business, craft or profession.

"Customer Data" means information, files, materials and data supplied by or on behalf of you for the purpose of receiving the Services.

"Deliverables" means the items specifically identified as deliverables in the applicable Service Document and Agreement.

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

"Order" means your request to purchase Services from us, whether made through the Website, by email, through a proposal, quotation or other agreed method.

"Services" means the services provided or supplied by VolTechAI.

"User Content" means content or material submitted, uploaded or provided by you or your authorised users.

"Website Content" means the text, graphics, images, software and other content made available through the Website, excluding Customer Data and third-party content.

By using our Service, you warrant that you are legally capable of entering into binding contracts.

If you are a Consumer, you must be at least 18 years old to use our Service.

If you are a Business, you must be duly organised and validly existing under the laws of your jurisdiction of establishment. You confirm that you have the authority to bind your organisation to these Terms.

You are responsible for ensuring that information you provide to us is accurate, complete and kept reasonably up to date.

Our Website provides a description of the services we offer. This is an invitation to you to make an offer, not a binding offer from us.

When you place an order for our services, you submit an offer which we may accept or reject at our discretion.

A contract is formed when we confirm acceptance in writing, issue an Order confirmation, sign a Service Document or begin providing the relevant Services whichever is expressly stated in the applicable Service Agreement.

We are not bound by purchase order terms or other terms supplied by you unless we expressly agree to them in writing.

Where our Services require you to create an account, you must provide accurate and complete registration information.

You are responsible for maintaining appropriate access controls, passwords, authentication measures and authorised-user permissions for systems and accounts under your control.

You must promptly tell us about suspected unauthorised access, security incidents or other circumstances that could materially affect the Services.

You must not use the Services to commit fraud, infringe rights, distribute malware, gain unauthorised access to systems or otherwise engage in unlawful or harmful activity.

You must not:

• Republish, sell, rent or sub-license any material from our Website without our prior written consent;
• Reproduce, duplicate or copy material from our Website, except for your own personal, non-commercial use;
• Redistribute content from our Website to third parties;
• Use the Service to transmit any malicious code, viruses or harmful material;
• Interfere with or disrupt the integrity of our Service;
• Use the Service to harass, abuse or harm others.

All Intellectual Property Rights in and relating to the VolTechAI Website, its content, our Services and our technology, materials and systems are owned by VolTechAI or licensed to us by third parties. These rights are protected by applicable intellectual property laws.

Subject to these Terms, we grant you the rights to access and use the Services as described in the applicable Order, Statement of Work or Service Agreement. Where we create software, websites or other Deliverables specifically for you, ownership and usage rights will be determined by the applicable Service Document. Unless expressly agreed otherwise, you will not acquire ownership of our Background IP, pre-existing materials, reusable components, tools, frameworks, methodologies, know-how or third-party materials used in providing the Services.

You retain ownership of any User Content, Customer Data and materials you provide to us. You grant us a non-exclusive, worldwide, royalty-free licence to access, use, reproduce, modify and process such materials only as reasonably necessary to provide, maintain, secure and improve the Services. We may permit our employees, contractors and service providers to use such materials where reasonably necessary to deliver the Services and subject to appropriate confidentiality and data protection obligations.

Where the applicable Service Document expressly provides that specified Deliverables will be assigned to you, ownership of those Deliverables will transfer to you upon our receipt of all amounts properly due for those Deliverables, unless the Service Document states otherwise. Any such transfer does not include our Background IP or third-party materials incorporated into or used with the Deliverables.

Where our Background IP, tools, frameworks, reusable components or other materials are incorporated into Deliverables that are transferred to you, we grant you a non-exclusive, worldwide, royalty-free licence to use those materials only to the extent reasonably necessary for you to use and operate the relevant Deliverables for your own business or personal purposes, unless a different licence is stated in the applicable Service Document.

Each party may receive confidential information belonging to the other party. Each party agrees to use the other party's confidential information only for the purposes of the Agreement and to protect it using reasonable measures.

Confidential information does not include information that is publicly available without breach of the Agreement, was lawfully known before disclosure, is independently developed without using confidential information or is lawfully received from a third party without a duty of confidence.

A party may disclose confidential information where required by law, a court or regulator, provided that it gives notice where legally permitted.

We may disclose confidential information to employees, professional advisers, contractors and service providers who need it to perform the Agreement and who are subject to appropriate confidentiality obligations.

These confidentiality obligations continue after the Agreement ends for so long as the information remains confidential.

Prices are as set out in our service quotations or on our Website. All prices are exclusive of applicable taxes and duties, unless stated otherwise.

We reserve the right to change our prices at any time, but such changes will not affect orders we have already confirmed.

Payment terms will be specified in the relevant order or Service Agreement.

If a Business Customer fails to pay an undisputed amount when due, we may charge interest and recover applicable costs to the extent permitted by law. Where the UK statutory commercial late-payment regime applies, we may exercise the rights available under that regime.

We may suspend Services for material non-payment after giving reasonable notice, except where immediate suspension is reasonably necessary to protect security, legal compliance or our systems.

If you dispute an invoice in good faith, you should notify us promptly and explain the disputed amount. The parties will work reasonably to resolve the dispute.

If you are a Consumer and applicable consumer law gives you a right to cancel, we will provide that right and the cancellation information required by law.

Where applicable law provides a statutory cancellation period for a distance contract, that period is generally 14 days, although the start date, duration and exceptions depend on the type of contract and the applicable law.

If you ask us to start supplying a service before the cancellation period ends, we may require your express request and the acknowledgement required by law. If you later cancel while the service is being supplied, you may be required to pay a proportionate amount for the service supplied before cancellation where the law permits.

The Agreement starts on the date specified in the Service Document and continues until completed, terminated or expired in accordance with its terms.

Either party may terminate the Agreement for material breach by giving written notice if the breach is not capable of remedy or is not remedied within a reasonable period (typically 30 days) of being requested to do so.

Either party may terminate the Agreement immediately (or as permitted by law) if the other party enters into insolvency, bankruptcy, administration, liquidation or a similar arrangement in any jurisdiction.

A Service Document may specify additional rights to terminate for convenience or on notice. If a Service Document states that a contract term automatically renews, it will automatically renew for consecutive equivalent periods unless either party gives written notice to cancel at least 30 days before the renewal date.

When an Agreement or Service ends, you must pay us for all Services provided up to the date of termination and any unavoidable commitments we entered into on your behalf before receiving notice.

Licences and access rights granted to you in relation to any Service ends to the extent stated in the applicable Agreement.

Subject to applicable law, our contractual obligations and legitimate retention requirements, we will return or delete Customer Data in accordance with the applicable Service Document or relevant Agreement.

Where a transition or data-export service is requested after termination, we may charge a reasonable fee unless the applicable Service Document provides otherwise.

Clauses concerning payment, intellectual property, confidentiality, liability, dispute resolution and any other provisions intended by their nature to survive termination will continue to apply.

We will provide Services with reasonable care and skill where that standard applies by law or under the Agreement.

Except as expressly stated in the Agreement or required by law, we do not promise that the Services will be uninterrupted, completely error-free, completely secure or suitable for every purpose.

We do not guarantee that cybersecurity Services will identify every vulnerability or prevent every security incident.

We do not guarantee that AI-generated output will always be accurate, complete, unbiased or suitable for a particular decision.

Nothing in these Terms excludes or limits mandatory statutory rights or remedies.

Nothing in these Terms excludes or limits any liability, right or remedy that cannot lawfully be excluded or limited under applicable law.

To the fullest extent permitted by applicable law, our total aggregate liability arising out of or in connection with the Services or these Terms will not exceed the total fees paid or payable by you under the relevant Service, project or Agreement giving rise to the claim.

To the fullest extent permitted by applicable law, we will not be liable for any indirect or consequential loss or for loss of profit, revenue, business opportunity, anticipated savings or goodwill.

We will not be liable to the extent that any loss or damage results from information, Customer Data, materials, instructions, systems or third-party services supplied or controlled by you.

Where a Service Document specifies a different liability limit for a particular Service, project or Agreement, that limit will apply.

To the extent permitted by applicable law, you will be responsible for any third-party claim arising from your unlawful use of the Services, infringement of third-party rights through Customer Data or materials you provide or unauthorised use of any systems, provided that we give you reasonable notice and reasonable cooperation in dealing with the claim and do not settle or admit liability on your behalf without your consent.

Neither party will be liable for any failure or delay in performing its obligations to the extent caused by an event beyond its reasonable control, including natural disasters, war, terrorism, civil disorder, pandemics, industrial disputes, government action or significant failure of internet, telecommunications or essential third-party systems or infrastructure.

The affected party will use reasonable efforts to minimise the impact and resume performance as soon as reasonably practicable. If the event continues for a prolonged period and substantially prevents performance, either party may terminate the affected Services on reasonable written notice, subject to applicable law and any applicable Service Document.

Each party will comply with applicable data protection and privacy laws in connection with the Services. We will process personal data in accordance with our Privacy Policy where we act as a controller, including personal data collected through the Website. Where we process personal data on your behalf as a processor, the parties will enter into or incorporate an appropriate Data Processing Agreement where required by applicable law.

Where applicable, the parties will use appropriate measures and lawful mechanisms for data security, confidentiality, international transfers, sub-processors and data subject rights, in accordance with applicable data protection law.

We may provide Services to customers in different countries. You are responsible for ensuring that your use of the Services and any information or instructions you provide comply with laws applicable to you. The Services may be subject to applicable export controls, sanctions, trade restrictions or other legal requirements and we may refuse, suspend or modify Services where reasonably necessary to comply with applicable law. The Website or Services may also use or link to third-party websites, software, platforms or services, which may be subject to separate terms, fees, privacy policies and availability, and we are not responsible for matters relating to third-party services to the extent outside our reasonable control. Nothing in these Terms excludes or limits any mandatory legal or consumer protection that cannot lawfully be excluded or limited.

These Terms and any non-contractual obligations arising from them are governed by the laws of England and Wales, subject to any mandatory laws that apply to you. The parties agree that the courts of England and Wales will have jurisdiction over any dispute arising out of or in connection with these Terms, subject to any mandatory rights you may have under applicable law to bring proceedings in another court. Where reasonably practicable, the parties should first try to resolve any dispute amicably before commencing formal proceedings, without affecting any legal right or remedy available under applicable law.

If any provision of these Terms or an Agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect. A failure or delay by either party to exercise any right or remedy will not constitute a waiver of that right or remedy. Nothing in these Terms creates a partnership, joint venture, employment or agency relationship between the parties.

Neither party may assign or transfer an Agreement except with the other party's consent or where permitted by applicable law or the relevant Service Document, provided that we may transfer an Agreement to a group company, successor or purchaser of the relevant business where this does not materially reduce your contractual rights. These Terms, together with any applicable Service Document, constitute the entire agreement concerning their subject matter and may be entered into, amended or evidenced electronically where legally permitted. Formal notices should be sent to the contact details specified in the relevant Service Document. if none are specified, can be sent to the contact details published on our Website.

We may update these Terms from time to time to reflect changes to our Services, technology, legal requirements or business practices.

Updated Terms will apply from the stated effective date to new Orders and future use of the Website or Services. For existing Agreements, any changes will apply only where permitted by the Agreement or applicable law or where otherwise agreed by the parties.

Any notice or consent required by applicable law will be provided or obtained before the changes take effect.

If you have any questions about these Terms, please contact us via our website contact page.