Terms of Service

1. Introduction and Acceptance

1.1 Who We Are

These Terms of Service ("Terms") are a legally binding agreement between you ("Client", "you", or "your") and MCGRAY SOLUTIONS LTD, trading as SprintSpeak ("SprintSpeak", "we", "us", or "our"), a company registered in England and Wales.

1.2 Agreement to Terms

By accessing our website (sprintspeak.com), requesting a quote, or engaging our services, you agree to be bound by these Terms. If you do not agree to these Terms, you must not use our services.

1.3 Business Services

Our services are designed and intended for business use. If you are a consumer (an individual acting for purposes outside your trade, business, craft, or profession), additional consumer protection rights may apply to you under UK and EU law, and nothing in these Terms affects those statutory rights.

1.4 Changes to Terms

We reserve the right to modify these Terms at any time. Changes will be effective immediately upon posting to our website with an updated "Last Updated" date. Your continued use of our services after changes constitutes acceptance of the modified Terms.

2. Services Description

2.1 What We Do

SprintSpeak provides custom AI assistant and chatbot development services using no-code and low-code platforms (such as Voiceflow, Make.com, Chatbase, Botpress, and similar tools).

2.2 Platform-Based Development

Our services involve configuring, building, and deploying AI assistants using third-party platforms. We do not develop traditional custom software code or provide source code. All development work consists of configurations, workflows, integrations, and content within these platforms.

2.3 Service Models

Build & Handover:

• We build your AI assistant using appropriate platforms
• Full project ownership is transferred to you upon completion and final payment
• You receive platform account credentials and documentation
• You are responsible for ongoing platform subscription fees after handover
• We provide support and iterative refinements during development as specified in your quotation

Managed Service:

• We build and host your AI assistant on platforms under our management
• We handle ongoing platform maintenance, content updates, and performance optimization
• Monthly fee includes our management service and standard platform usage costs
• You retain ownership of your content, data, and conversational designs
• Service continues on a month-to-month basis until cancelled

2.4 Scope Defined in Quotation

The specific scope, deliverables, timeline, and pricing for your project are defined in the individual quotation provided to you. The quotation forms part of the contract between you and SprintSpeak.

3. Client Responsibilities

3.1 Information and Access

You agree to:

• Provide timely and accurate information required for the project
• Grant necessary access to systems, accounts, or data as needed
• Respond to requests for feedback and approvals within reasonable timeframes
• Designate an authorized representative for project decisions

3.2 Content and Data

You are responsible for:

• The accuracy and legality of all content, data, and materials you provide
• Ensuring you have necessary rights to use any content or data provided
• Compliance with data protection laws for any customer data processed by the AI assistant
• The responses and behavior of your AI assistant after final delivery (Build & Handover)

3.3 Platform Subscription Fees (Build & Handover)

For Build & Handover projects, you are responsible for all third-party platform subscription fees (e.g., Voiceflow, Make.com) following transfer of ownership. These fees are separate from our service fees.

Platform subscription fees vary based on:

• The platform(s) selected for your project
• The complexity of your AI assistant configuration
• Usage volume (conversations, API calls, data processing)
• Features and integrations enabled

Your quotation will include estimated platform costs. Actual costs are paid directly to the platform provider and may vary based on your usage.

4. Our Responsibilities and Limitations

4.1 What We Commit To

We will:

• Build your AI assistant according to the specifications in your quotation
• Use commercially reasonable efforts to meet agreed timelines
• Maintain professional standards in our work
• Communicate regularly throughout the development process
• Provide demonstrations at key project milestones

4.2 Our Limitations

We explicitly do NOT:

• Guarantee specific business outcomes or results (e.g., sales increases, cost reductions)
• Provide traditional software development or custom coding beyond platform capabilities
• Take responsibility for AI assistant responses or behavior after final delivery
• Warrant that the AI assistant will be error-free or uninterrupted
• Guarantee compatibility with future platform updates made by third-party providers

4.3 Development Process

• Development involves iterative builds with client feedback
• Demonstrations are provided at milestones we determine appropriate
• You are entitled to reasonable refinements within the defined project scope
• Requests for new features, significant functionality changes, or expansion beyond the original scope will be quoted separately

4.4 Timelines

All timelines are estimates. Actual delivery dates may vary based on:

• Timeliness of your feedback and approvals
• Complexity discovered during development
• Third-party platform availability or limitations
• Scope changes or additional requirements

5. Payment Terms

5.1 Pricing

All pricing is as specified in your individual quotation. Prices are quoted in GBP (£), USD ($), or EUR (€) as selected.

5.2 Build & Handover Payment Structure

Payment terms, schedule, and amounts are defined in your individual quotation. Typical payment structures include:

• Initial deposit to commence work (non-refundable)
• Milestone payment(s) during development
• Final payment upon delivery

Your specific payment schedule will be clearly outlined in your quotation.

5.3 Managed Service Payment Structure

Monthly fees are billed in advance at the start of each billing period. First month's payment is due upon project commencement. Payment is due within 7 days of invoice date.

Fee Structure:

Monthly fees consist of two components:

1. Our management service fee - Fixed monthly amount specified in your quotation

2. Platform usage costs - Variable costs passed through at actual cost

Platform usage costs vary month-to-month based on:

• Number of conversations handled
• Data processing volume
• API calls and integrations used
• Platform tier required for your usage level

You will receive monthly invoices showing both components separately. If platform usage significantly increases beyond typical volumes, we will notify you of the impact on your monthly fees with 30 days notice.

5.4 Payment Methods

Payments are processed through Stripe. You will receive invoice links via email. We accept major credit cards, debit cards, and other payment methods supported by Stripe.

Payment processing is subject to Stripe's Terms of Service and Privacy Policy. By making a payment, you agree to Stripe's terms.

5.5 Late Payments

• Invoices not paid within 7 days of the due date are considered late
• We reserve the right to suspend work on late accounts
• For Managed Service, AI assistants may be taken offline if payment is more than 14 days overdue
• Late payments may incur interest charges at the rate of 4% above the Bank of England base rate

5.6 Currency and Exchange Rates

Quote currency:

• Quotations are provided in your selected currency (GBP, USD, or EUR)
• All payments for that project must be made in the quoted currency
• Once a quotation is accepted, the currency cannot be changed

Exchange rates:

• Currency conversions displayed on our website are for reference only
• No adjustments will be made for exchange rate fluctuations after quote acceptance
• You are responsible for any currency conversion fees charged by your bank or payment provider

Multi-currency operations:

• We operate primarily in GBP (UK-based)
• USD and EUR quotes are calculated at prevailing exchange rates
• Prices may vary between currencies due to exchange rate movements

5.7 Taxes

All prices exclude VAT (Value Added Tax) and any other applicable taxes unless explicitly stated otherwise. You are responsible for any taxes, duties, or charges required in your jurisdiction.

6. Project Scope and Changes

6.1 Scope Definition

The project scope is defined in your quotation. This includes:

• Specific features and functionality
• Number of integrations
• Expected conversation flows
• Training data parameters
• Delivery timeline

6.2 Changes Within Scope

You are entitled to reasonable refinements and adjustments within the defined scope during development.

Reasonable refinements include:

• Adjusting conversation flow order or logic
• Refining response wording and tone
• Modifying existing content within the knowledge base
• UI/UX improvements within the original design
• Bug fixes and error corrections
• Adjustments to existing integrations

6.3 Changes Outside Scope

Requests that constitute new features, significant functionality changes, additional integrations, or expansion beyond the original scope will be assessed and quoted separately.

Changes outside scope include:

• Adding new integrations not in the original quotation
• Adding new communication channels (e.g., adding WhatsApp when only website was scoped)
• Expanding to handle entirely new use cases or conversation types
• Significant increases to data volume or complexity beyond original specifications
• New features or functionality not specified in quotation
• Fundamental redesign of conversational approach

Changes outside scope are subject to additional fees and may affect the delivery timeline.

6.4 Demo and Review Process

During development, we provide demonstrations at appropriate milestones for your review and feedback.

Review process:

• You will have reasonable time to review each demonstration (typically 5-7 business days)
• Feedback should be specific and actionable
• Changes requested must align with the original project scope
• Reasonable refinements will be implemented

Demo cycle limits:

After three complete demo and revision cycles for a particular milestone, any additional significant changes outside the original scope will be assessed and quoted separately. This ensures project timelines remain reasonable while allowing for proper refinement.

6.5 Client Delays and Project Suspension

Your timely participation is essential to maintaining project timelines.

Required client actions:

• Providing requested information and materials
• Reviewing demonstrations within agreed timeframes
• Making decisions on options and choices
• Responding to requests for feedback or clarification

If client delays occur:

• Project timeline will be extended by the period of delay
• If no response is received within 14 days of a request, we may pause work on the project
• Paused projects will resume when you provide the required input
• Projects paused for more than 60 days may be considered cancelled (see Section 7.1)

Communication: We will make reasonable efforts to contact you through multiple channels before pausing work due to lack of response.

7. Project Cancellation and Refunds

7.1 Cancellation by Client

You may cancel the project at any time by providing written notice. Upon cancellation:

• The initial deposit (as specified in your quotation) is non-refundable
• Any milestone payments already made are non-refundable
• Any completed work will be handed over to you in its current state
• You are responsible for paying for work completed beyond amounts already paid

7.2 Cancellation by SprintSpeak (Non-Delivery)

If we formally determine we cannot deliver the project as specified in your quotation, you will receive:

• Full refund of all payments made
• Handover of any work completed to date
• Reasonable assistance in transitioning to another provider if requested

7.3 Project Disputes

If you believe we have not met the specifications in your quotation:

1. You must notify us in writing with specific details

2. We will review the work against the quotation specifications

3. We will make reasonable efforts to remedy any legitimate shortfalls

4. If we cannot agree on resolution, the dispute resolution process (Section 11) applies

7.4 Termination for Breach

We reserve the right to immediately terminate the project or service if:

Payment breach:

• Invoices remain unpaid for more than 14 days after the due date
• Payment disputes are raised in bad faith
• Chargeback requests are made without legitimate cause

Conduct breach:

• Abusive, threatening, or harassing behavior toward our team members
• Repeated violations of these Terms
• Fraudulent activity or misrepresentation

Cooperation breach:

• Failure to provide required information after repeated requests (see Section 6.5)
• Refusal to participate in required project activities
• Actions that make project completion impossible

Upon termination for breach:

• All amounts due immediately become payable
• No refunds will be provided
• Work completed to date may be withheld until payment is received
• We have no obligation to continue or complete the project
• You remain liable for any damages caused by your breach

We will provide written notice of termination and the reasons for it.

8. Managed Service Terms

8.1 Service Period

• Managed Service operates on a month-to-month basis
• There is no minimum contract term
• Service continues until cancelled by either party

8.2 Cancellation by Client

You may cancel Managed Service by providing 30 days written notice. Upon receipt of proper notice:

• We will coordinate a handover timeline with you
• Platform account ownership will be transferred to you
• You will receive documentation and credentials
• Service continues through the end of your current paid billing period
• No additional handover fees are charged

If you require immediate cancellation without 30 days notice, the service may be discontinued at the end of your current paid period, and the handover process may be incomplete.

8.3 Handover Process

Upon cancellation with proper notice, we will:

• Transfer platform account ownership to you
• Provide documentation and credentials
• Offer reasonable transition support
• No additional handover fees are charged

8.4 Post-Cancellation Responsibilities

After cancellation and handover:

• You are responsible for all platform subscription fees
• You are responsible for maintenance and updates
• We have no ongoing obligations for support or maintenance
• Any future support requests will be quoted separately

8.5 Cancellation by SprintSpeak

We may cancel Managed Service with 30 days notice if:

• Payments are consistently late or unpaid
• You breach these Terms
• We discontinue offering Managed Services (with reasonable notice)

8.6 Fee Adjustments

Monthly fees may be adjusted if platform usage significantly exceeds typical volumes. We will provide 30 days notice of any fee increases.

9. Intellectual Property and Ownership

9.1 Client-Provided Content

You retain all rights to:

• Content, data, and materials you provide
• Your business information and branding
• Training data and customer information
• Conversational designs and strategies

9.2 Platform Configurations (Build & Handover)

Upon final payment, you own:

• The configured platform project/workspace
• All account credentials and access
• Full rights to use, modify, or discontinue the AI assistant

9.3 Platform Configurations (Managed Service)

During Managed Service:

• You own the conversational content and designs
• We retain operational control of the platform configuration
• Upon cancellation, full ownership transfers to you

9.4 SprintSpeak Intellectual Property

We retain all rights to:

• Our development methodologies and processes
• Template frameworks and workflows we create
• Our general knowledge and experience
• The SprintSpeak brand and materials

9.5 Third-Party Platform Rights

All platforms used (Voiceflow, Make.com, etc.) are owned by their respective providers. Use of these platforms is subject to their terms of service. SprintSpeak makes no representations about third-party platform ownership or rights.

9.6 Usage Rights

With your written permission, we may:

• Feature your project as a case study on our website
• Display your company name, logo, and project details
• Use the project in marketing materials

You may revoke this permission at any time by providing written notice. Upon revocation, we will remove your case study from our website and cease using it in new marketing materials within 30 days.

We may also use anonymized, non-identifying information about projects for:

• Improving our services and methodologies
• Industry research and analysis

10. Data Protection and Privacy

10.1 Data Processing

We process personal data in accordance with UK GDPR and applicable data protection laws. Our Privacy Policy (available on our website) provides detailed information about data collection and use.

10.2 Client Data

• Training data and customer information you provide remains your property
• We use this data solely to deliver the contracted services
• Data is stored on third-party platforms (Voiceflow, Make.com, etc.)
• We maintain copies of customer contact information for business records

10.3 Data on Handover

Upon project handover or Managed Service cancellation:

• All project data stored on platforms transfers with account ownership
• We may retain business records (contracts, invoices, communications) as required by law
• We will not retain copies of your proprietary training data beyond legal requirements

10.4 Your Data Responsibilities

You are responsible for:

• Ensuring lawful collection and processing of any customer data
• Compliance with GDPR, UK Data Protection Act, and other applicable laws
• Having appropriate legal basis for data processing through your AI assistant
• Providing necessary privacy notices to your customers

11. Warranties and Disclaimers

11.1 Service Warranty

We warrant that:

• Services will be performed with reasonable care and skill
• We will make good faith efforts to meet specifications in your quotation
• Work will be performed by persons with appropriate knowledge and experience

11.2 Disclaimer of Other Warranties

EXCEPT AS EXPRESSLY STATED IN SECTION 11.1, OUR SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• Warranties of merchantability or fitness for a particular purpose
• Warranties that the AI assistant will be error-free, secure, or uninterrupted
• Warranties regarding specific business results or outcomes
• Warranties about third-party platform availability or functionality

11.3 Platform Limitations

We do not warrant or control:

• Third-party platform uptime, availability, or performance
• Future compatibility with platform updates
• Platform feature changes or deprecations
• API limitations or changes

11.4 AI Assistant Behavior

After delivery, we do not warrant or control:

• Responses provided by your AI assistant
• Accuracy of information conveyed to users
• User experience or satisfaction
• Compliance with industry-specific regulations

12. Limitation of Liability

12.1 Liability Cap

Our total liability to you for any and all claims arising from or related to our services shall not exceed the total amount paid by you to SprintSpeak for the specific project or service giving rise to the claim.

12.2 Excluded Damages

IN NO EVENT SHALL SPRINTSPEAK BE LIABLE FOR:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, business, or anticipated savings
• Loss of data or information
• Loss of goodwill or reputation
• Business interruption
• Any damages arising from third-party platforms or services

EVEN IF SPRINTSPEAK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.3 Platform Failures

We are not liable for:

• Third-party platform outages, failures, or service interruptions
• Platform changes that affect functionality
• Data loss caused by platform providers
• Security breaches of third-party platforms

12.4 AI Assistant Actions

After final delivery, we are not liable for:

• Information provided by your AI assistant to users
• Decisions made based on AI assistant responses
• Damages caused by AI assistant errors or malfunctions
• Regulatory non-compliance of your AI assistant

12.5 Force Majeure

We are not liable for delays or failures caused by circumstances beyond our reasonable control, including but not limited to: acts of God, natural disasters, pandemics, government actions, internet or platform provider failures, or labor disputes.

12.6 Statutory Rights

Nothing in these Terms excludes or limits our liability for:

• Death or personal injury caused by our negligence
• Fraud or fraudulent misrepresentation
• Any other liability that cannot be excluded or limited under applicable law

13. Dispute Resolution

13.1 Good Faith Negotiation

If a dispute arises, both parties agree to first attempt resolution through good faith negotiation. The complaining party must notify the other in writing with specific details of the dispute.

13.2 Mediation

If negotiation does not resolve the dispute within 30 days, both parties agree to attempt mediation before pursuing legal action. The parties will jointly select a mediator and share mediation costs equally.

13.3 Legal Proceedings

If mediation fails or is inappropriate, either party may pursue legal remedies. Legal proceedings shall be subject to the jurisdiction and governing law provisions in Section 14.

13.4 Withholding Delivery

If a payment dispute arises before final delivery, we reserve the right to withhold delivery of the completed project until the dispute is resolved.

14. Governing Law and Jurisdiction

14.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of England and Wales, without regard to conflicts of law principles.

14.2 Jurisdiction

The courts of England and Wales shall have exclusive jurisdiction over any disputes arising from these Terms, except where:

• You are a consumer, in which case you may bring proceedings in your local courts
• Mandatory consumer protection laws of your jurisdiction apply

14.3 Consumer Rights

If you are a consumer (not acting in the course of business), nothing in these Terms affects your statutory rights under UK or EU consumer protection law. Where there is a conflict between these Terms and mandatory consumer protection provisions, the consumer protection provisions shall prevail.

14.4 Distance Selling Regulations (EU Consumers)

EU consumers may have a right to cancel within 14 days of entering into a contract (cooling-off period). However, this right does not apply if you have requested that work begins during the cooling-off period and we have commenced work with your agreement.

15. General Provisions

15.1 Entire Agreement

These Terms, together with your quotation and any project-specific agreements, constitute the entire agreement between you and SprintSpeak regarding our services and supersede all prior agreements or understandings.

15.2 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

15.3 No Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. No waiver shall be effective unless made in writing and signed by an authorized representative of SprintSpeak.

15.4 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without our prior written consent. We may assign these Terms or any rights hereunder without restriction.

15.5 Relationship of Parties

Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and SprintSpeak. Neither party has authority to bind the other or incur obligations on the other's behalf.

15.6 Notices

All notices under these Terms must be in writing and sent to:

SprintSpeak:

Email: contact@sprintspeak.com

Address: [TO BE COMPLETED]

Client:

To the email address or contact information provided in your quotation or account

15.7 Survival

Provisions that by their nature should survive termination shall survive, including but not limited to: Intellectual Property, Limitation of Liability, Governing Law, and any payment obligations.

16. Contact Information

If you have questions about these Terms, please contact us:

MCGRAY SOLUTIONS LTD (trading as SprintSpeak)

Email: contact@sprintspeak.com

Website: sprintspeak.com

Company Number: 16838284

Registered Address: International House, 109-111 Fulham Palace Road, London, W6 8JA

IMPORTANT LEGAL NOTICE:

These Terms of Service are provided for informational purposes. While they have been drafted to reflect UK law and industry best practices, they have not been reviewed by legal counsel. MCGRAY SOLUTIONS LTD strongly recommends having these Terms reviewed by a qualified solicitor familiar with UK contract law, consumer protection law, and technology services before use with actual clients.

By using SprintSpeak's services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.

*End of Terms of Service*