Terms of Service

1. About these terms

These Terms of Service ("Terms") govern your access to and use of the Talitu website and services (together, the "Services"), operated by Talitu Ltd., a company registered in United Kingdom under company number 10295016, with registered office at 483 Green Lanes, London N13 4BS ("Talitu", "we", "us", "our").

By accessing or using the Services, you agree to these Terms. If you do not agree, you must not use the Services. If you are using the Services on behalf of a business, you confirm that you have authority to bind that business to these Terms.

2. Definitions

• Business Client — a clinic, clinic group or other business that engages Talitu’s AI Workforce, marketing or related services.
• AI Workforce / AI teammate — the AI-powered lead intake, follow-up, retention, appointment and related automations that Talitu designs, installs and manages for Business Clients, as described in section 4.
• Business Services — the AI teammate design, installation, management and related automation services described in section 4.
• User — any person who accesses the Services, including Business Clients and their team members.

3. Eligibility & accounts

You must be at least 18 years old to use the Services. Some features require an account. You are responsible for the accuracy of the information you provide, for keeping your login credentials secure, and for all activity that occurs under your account. Notify us promptly of any unauthorised use.

4. Business services

For Business Clients, Talitu designs, installs and manages AI teammates that handle lead intake, follow-up, retention, appointment management and related automations for professional services firms (for example accounting, insurance, consulting, wealth and advisory firms) and similar businesses. Where multiple AI teammates are installed together, we may describe the overall set as an “AI Workforce”. The exact scope, configuration, deliverables, timelines and fees for any engagement are set out in a separate order form, proposal or statement of work (“Engagement Terms”). Where Engagement Terms conflict with these Terms, the Engagement Terms govern for that engagement.

No guarantee of results. Outcomes from AI teammates and related Services depend on many factors outside our control, including your market, offer, pricing, responsiveness, the quality of the content and systems you provide, and the policies and availability of third-party platforms. Except where expressly stated in writing in Engagement Terms, we do not guarantee any specific number of inquiries, bookings, revenue, conversion rates or return on investment.

You are responsible for ensuring that any claims, offers, pricing and content you ask us to deploy through AI teammates or otherwise promote on your behalf are accurate, lawful and compliant with applicable advertising, professional, financial-services and consumer-protection rules.

5. AI teammates and AI-generated outputs

AI teammates generate responses, classifications, summaries, recommendations and actions automatically. AI outputs can contain inaccuracies, omissions, biases or unexpected results, may misinterpret inputs, and should not be treated as professional, legal, financial, regulated or other expert advice.

Supervision. Business Clients remain responsible for supervising the use of AI teammates within their business, including reviewing and approving service information, pricing, policies, workflows, scripts, templates and communications with their customers and clients. Business Clients are responsible for any decisions made or actions taken based on AI outputs.

No professional advice. The Services are not a substitute for the professional services your firm provides. AI teammates do not provide legal, financial, tax, insurance or other regulated advice and must not be used in place of qualified professional judgement, whether yours or that of a suitably qualified adviser.

Third-party AI providers. AI teammates rely on third-party AI models, hosting providers and connected platforms (for example, large language model providers, voice and messaging platforms, calendars and CRMs). Availability, performance, pricing, model behaviour and outputs of these providers may change without notice, and we are not responsible for changes, errors, outages or discontinuations on their part.

No employment relationship. “AI teammates” are software systems and automations. They are not employees, workers, agents or contractors of Talitu or the Business Client, and no employment, agency, partnership or fiduciary relationship is created by their use.

Service improvement. Talitu may use aggregated and anonymised Service usage data, including operational metrics and model performance signals, to monitor, secure and improve the Services, provided that such data does not identify Business Clients or their customers. We do not provide Business Client content or customer data to third-party AI providers for the training of their models, except where you have explicitly instructed us in writing to do so.

6. Authority and access to your systems

To deliver the Services, Talitu typically needs to connect to, configure and operate systems, software, communication channels and accounts you control or use, including but not limited to your CRM, calendar, email and messaging accounts, advertising accounts, websites, customer databases and similar tools.

You authorise Talitu, its staff and its sub-processors to access, configure, modify and operate those systems and accounts as reasonably necessary to deliver the Services. You confirm that you have the right and authority to grant that access, that the credentials you provide are accurate, and that providing access does not breach any third-party terms or agreements binding on you.

You are responsible for promptly revoking access if you cease to be entitled to grant it, for keeping payment details for connected platforms up to date, and for any third- party platform fees or charges incurred by you (for example, advertising spend, SMS costs or AI-platform usage charges) that are billed by those platforms directly to you.

7. Data and regulatory compliance

Rights to provide data. Business Clients are responsible for ensuring that they have all required rights, notices, consents and permissions to provide customer or client data to Talitu and to use AI teammates in connection with that data, including any consents required for automated decision-making, communications and processing of special-category data under applicable data-protection laws.

Regulatory compliance. Business Clients remain responsible for compliance with all advertising, professional, financial-services, consumer- protection, data-protection and other laws applicable to their business, including rules of any professional body, regulator or platform they are subject to. Talitu does not advise on, monitor or audit Business Client compliance with these obligations and Business Clients should obtain independent advice where they are unsure.

Client and customer data. Where Business Clients share customer or client data with Talitu, Talitu acts as a processor on the Business Client’s instructions. Where Engagement Terms include a data processing addendum, that addendum governs the processing of personal data and prevails over inconsistent provisions of these Terms in relation to that processing.

Sensitive data. Unless we have agreed otherwise in writing in your Engagement Terms, you must not put highly sensitive information into the Services or ask AI teammates to handle it. This includes payment card numbers, bank account details, government identifiers (such as passport, National Insurance or social security numbers), health or medical records, biometric data, and information about children. If you choose to provide this kind of data anyway, you do so at your own risk, you are responsible for it, and we are not liable for any loss or non-compliance that results from your decision to provide it. This does not stop us handling ordinary personal data such as names, business contact details and the content of customer conversations, which the Services are designed to process.

8. Bookings & calls

Where the Services allow you to book a call, you agree to provide accurate details. We may use the information you submit to prepare for and conduct that call. Booking a call does not create any obligation on either party to enter into a paid engagement.

9. Fees & payment

Use of the Talitu website is free.

Fees for Business Services are set out in the applicable Engagement Terms. Unless stated otherwise: fees are exclusive of applicable taxes; invoices are payable within 7 days; and recurring services renew until cancelled in line with the Engagement Terms. We may suspend Services for overdue payment. Third-party costs you authorise (for example, advertising spend paid to ad platforms) are your responsibility and are separate from our fees.

Cancellation and refund rights are set out in the applicable Engagement Terms. Statutory rights that cannot be excluded are not affected.

Late payment. If an undisputed invoice is not paid by its due date, we may charge interest on the overdue amount at 4% a year above the Bank of England base rate, calculated daily until it is paid (or any higher rate required by law). We may also pause Services while payment is overdue, after giving you reasonable notice.

Querying an invoice. If you think an invoice is wrong, tell us in writing within 14 days of the invoice date, with the reason, and we will look into it in good faith. You must still pay any part of the invoice that is not in dispute on time. Fees already paid are not refundable except where these Terms or your Engagement Terms say so, or where the law requires it.

10. Your content & materials

You retain ownership of the content, logos, images, copy and other materials you provide to us ("Client Materials"). You grant Talitu a non-exclusive licence to use, reproduce and adapt Client Materials only as needed to deliver the Services. You confirm that you have the rights to provide Client Materials and that our use of them as intended will not infringe any third party's rights.

11. Acceptable use

You must not misuse the Services. Prohibited conduct is described in our Acceptable Use Policy, which forms part of these Terms.

12. Intellectual property

The Services, including the Talitu name, branding, software, design, text and graphics (excluding Client Materials and Provider content), are owned by or licensed to Talitu and are protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable right to use the Services for their intended purpose. You may not copy, resell, reverse engineer or create derivative works from the Services except as permitted by law.

Work products we create specifically for a Business Client are addressed in the applicable Engagement Terms.

Feedback. If you send us ideas, suggestions or feedback about the Services, you agree we can use them freely to improve our products and services, without any obligation or payment to you. Feedback is given "as is".

13. Confidentiality

While we work together, each of us may learn confidential information about the other. "Confidential information" means any non-public information that is marked confidential, or that a reasonable person would treat as confidential given its nature, including business and marketing plans, pricing, strategy, know-how, technical information, and the terms of any Engagement Terms. Our confidential information includes the Talitu software, tools and documentation. Your confidential information includes the business information and plans you share with us. Personal data is handled under our Privacy Policy and any data processing addendum, not this section.

Each of us agrees to: keep the other's confidential information secret, using at least the same care we use for our own (and never less than reasonable care); only use it to provide or receive the Services; and only share it with staff, contractors and advisers who need it and who are under similar confidentiality duties. Neither of us will disclose the terms of an Engagement Term to anyone else, except our professional advisers or as part of a genuine funding, sale or similar transaction, and then only under confidentiality.

This does not apply to information that is or becomes public through no fault of the receiving party, was already known to them without a duty of confidence, is received from someone else who was free to share it, or is developed independently without using the other's confidential information. Either of us may disclose confidential information where the law or a regulator requires it, but where allowed we will give the other reasonable notice first so they can object.

14. Each party's promises

Both of us promise that we have the right and authority to agree to these Terms and any Engagement Terms, and that doing so does not break any other agreement we are bound by.

You promise that you will use the Services in line with these Terms and our Acceptable Use Policy, that you will follow the laws that apply to your business, and that you have the rights, consents and permissions needed for the content and data you give us.

We promise that we will provide the Business Services with reasonable skill and care and in a professional and workmanlike manner, and that the Services will work in all material respects as described in your Engagement Terms and any documentation we give you. This promise does not apply where a problem is caused by your content or data, your use of the Services in a way we did not intend or recommend, changes made by someone other than us, third-party platforms or AI providers, or anything outside our reasonable control. If we break this promise, your main remedy is that we will re-perform the affected Services or correct the problem within a reasonable time. Except for the promises in this section, and to the fullest extent the law allows, the Services are provided as set out in the "Disclaimers" section.

15. Third-party services

The Services rely on and integrate with third-party platforms, which may include CRM, scheduling, advertising, payment, hosting and social media providers. We are not responsible for third-party services, their availability, or their terms and policies, which apply to you separately. Changes made by third parties may affect the Services.

16. Disclaimers

The Services are provided "as is" and "as available". To the fullest extent permitted by law, we exclude all warranties, conditions and representations not expressly stated in these Terms, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement. We do not warrant that the Services will be uninterrupted, error-free or secure.

17. Limitation of liability

Nothing in these Terms limits liability that cannot be limited by law, including liability for death or personal injury caused by negligence, or for fraud.

Subject to that, and to the fullest extent permitted by law: we are not liable for loss of profits, revenue, goodwill, data or business, or for indirect or consequential loss; we are not liable for the acts, omissions, services or outcomes of any firm or third party we work with; and our total aggregate liability arising out of or in connection with the Services or any engagement is limited to the greater of (a) the fees paid by you to Talitu in the 12 months before the claim, or (b) £1,000, in each case subject to any larger amount required by law.

18. Indemnity

Your indemnity to us. You agree to cover us (and our staff and sub-processors) for any loss, damage, claim, liability and reasonable cost (including reasonable legal fees) arising from: your breach of these Terms or your Engagement Terms; your misuse of the Services; any content, claims, offers or pricing you ask us to publish, send or promote on your behalf; the data you provide and your right to provide it; or your breach of any law or third-party right.

Our indemnity to you. If a third party claims that the Talitu software and tools we own and provide as part of the Services infringe their intellectual property rights, we will defend you against that claim and cover the damages and reasonable costs finally awarded against you (or agreed by us in settlement). This does not apply to a claim that arises from: your content or materials; your use of the Services in a way these Terms or the Engagement Terms do not allow; changes made to the Services by anyone other than us; the Services being combined with anything we did not supply; or your continued use after we asked you to stop. If the Services become, or we reasonably believe they may become, the subject of such a claim, we may at our own cost change the Services so they no longer infringe, obtain the right for you to keep using them, or, if neither is reasonable, end the affected engagement and refund any fees you have pre-paid for Services not yet delivered. This paragraph is your sole remedy for any third-party intellectual property claim, and our liability under it is subject to the limits in the "Limitation of liability" section.

How indemnities work. If either of us wants to claim under an indemnity, the party seeking cover must: tell the other promptly in writing about the claim; let the other run the defence and any settlement (the party seeking cover may join in with its own lawyers at its own cost); and give reasonable help, at the indemnifying party's cost. The party running the defence must not agree any settlement that admits fault by, or imposes an obligation on, the other party without that party's written consent, which must not be unreasonably withheld.

19. Anti-bribery and modern slavery

Each of us agrees to follow all laws that apply to us on bribery, corruption and fraud, including the UK Bribery Act 2010, and not to offer, give, request or accept any bribe or improper payment in connection with the Services. Each of us keeps reasonable policies and procedures to prevent this.

Each of us agrees to follow the Modern Slavery Act 2015 and related laws, and confirms that, so far as we are aware, neither we nor anyone working for us is involved in slavery, human trafficking or forced labour in connection with the Services. We will tell the other promptly if we become aware of any breach of this section.

20. Suspension & termination

We may suspend your access to the Services, with notice where reasonable, if you are overdue on payment, if you breach these Terms or the Acceptable Use Policy, if the law requires it, or to protect the Services or other users.

Ending for breach. Either of us may end these Terms or an Engagement Term if the other commits a serious breach and does not put it right within 30 days of being asked in writing. Either of us may also end them straight away if the other stops trading, or becomes insolvent or subject to a bankruptcy, administration or similar process that is not resolved within 60 days.

You may stop using the website at any time. Ongoing paid engagements end in line with their Engagement Terms.

Your data when we finish. During an engagement, and for 30 days after it ends, you may ask us in writing to return your data to you in a common format or to delete it. After that 30-day period we may delete your data from our systems, unless the law requires us to keep it. Any data processing addendum in the Exhibits or your Engagement Terms also applies.

What survives. Sections meant to continue after these Terms end will do so. These include the sections on fees still owed, your content and materials, intellectual property, feedback, confidentiality, disclaimers, limitation of liability, indemnity, and this section.

21. Force majeure

We are not liable for any delay or failure in performing our obligations caused by events outside our reasonable control, including but not limited to: failures, outages or material changes affecting third-party AI models, hosting providers, internet, telephony or messaging providers, calendar, CRM or advertising platforms; acts of God; fire; flood; pandemic or epidemic; war or terrorism; industrial action; cyber attack; or government action. Where such an event materially prevents us from delivering the Services for an extended period, either party may suspend or terminate the affected engagement on reasonable notice.

22. Publicity and references

We would love to celebrate the work we do together. With your prior agreement (which can be given in your Engagement Terms or by email), we may use your name and logo, and describe the results we helped you achieve, in our marketing, website, case studies and proposals. You can withdraw this agreement at any time by emailing us, and we will stop using it in new materials within a reasonable time. We will not share your confidential information in any of this without your agreement.

23. General

Independent businesses. We are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship between us, and neither of us can bind the other.

Assignment. You may not transfer your rights or obligations under these Terms without our written consent. We may transfer ours to a company that takes over our business or assets, for example through a merger or sale. These Terms benefit and bind both parties and their permitted successors.

Whole agreement. These Terms, together with the Acceptable Use Policy, the Privacy Policy, the Exhibits and your Engagement Terms, are the whole agreement between us about the Services and replace any earlier discussions or agreements on the same subject. If there is a conflict, the order of priority is: your Engagement Terms first, then these Terms (including the Exhibits), then the other policies, unless a document clearly says otherwise. Nothing in this section limits liability for fraud or fraudulent misrepresentation.

No waiver. If we do not enforce a right straight away, we do not lose it. Any waiver only counts if it is in writing.

Severability. If any part of these Terms is found to be invalid or unenforceable, the rest stays in force, and the affected part will be treated as removed or narrowed only as far as needed.

Notices. Formal legal notices to us should be sent to hello@talitu.com and to our registered office at 483 Green Lanes, London N13 4BS. We will send notices to you using the contact details on your account or Engagement Terms. Day-to-day messages can be sent by email.

Third parties. No one other than you and us has any right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.

24. Changes to these terms

We may update these Terms from time to time. The "last updated" date shows when changes took effect. Material changes will be notified where reasonably practicable. Continuing to use the Services after changes take effect means you accept the updated Terms.

25. Governing law

These Terms and any dispute arising from them are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction, subject to any mandatory rights you have as a consumer in your country of residence.

26. Contact

Questions about these Terms can be sent to hello@talitu.com or via our contact page.

Exhibits

These Exhibits set out our standard commitments on support, security and data protection. They apply to the Business Services unless your Engagement Terms set out something different, in which case the Engagement Terms apply for that engagement. We include them here so these protections apply even if an Engagement Term does not repeat them.

Exhibit A — Support and service levels

How to get support. Business Clients can reach our support team by email at hello@talitu.com (or any dedicated address in your Engagement Terms), Monday to Friday, 9:00am to 5:30pm UK time, excluding public holidays in England. Support covers help with using the Services, fixing faults so the Services match what we agreed, and updates we release to all clients. It does not cover problems caused by your own systems, your misuse, or things outside our control.

How quickly we respond. When you report a problem we give it a priority and aim to respond within the targets below. "Respond" means we have acknowledged it and started work, not that it is fully fixed.

• Priority 1 — Critical: the Services are down or unusable for their main purpose. Target response: within 1 business day, then we work on it continuously until there is a fix or workaround.
• Priority 2 — Serious: a major feature is badly affected but the Services are still usable overall. Target response: within 1 business day.
• Priority 3 — Moderate: a smaller problem with a reasonable workaround. Target response: within 2 business days.
• Priority 4 — Minor: a question, or a request for information or guidance. Target response: within 5 business days.

We set the final priority acting reasonably. We use commercially reasonable efforts to meet these targets during our support hours; they are goals, not guarantees.

Uptime. We aim to keep the hosted parts of the Services available at least 99.5% of the time each calendar month, not counting: planned maintenance we tell you about at least 48 hours ahead; problems caused by you, your systems or your connectivity; problems with third-party platforms, networks or AI providers outside our control; and events outside our reasonable control (see "Force majeure"). We work out uptime as (total minutes in the month minus our downtime), divided by total minutes in the month, times 100.

Service credits. If we miss the 99.5% target in a month, you may ask within 30 days for a service credit of 15% of that month's recurring Service fee. If we miss it in any three months within a 12-month period, you may end the affected engagement on written notice and we will refund any fees you pre-paid for Services not yet delivered. Service credits and this termination right are your only remedies for missing the uptime target.

Exhibit B — Information security

We keep a security programme based on generally accepted industry practice, reviewed at least once a year and updated as needed. It includes the measures below. You are responsible for using reasonable security on your side, including keeping credentials safe and telling us promptly about any suspected unauthorised access.

• Access control. Access to systems holding your data is limited to people who need it, on a least-privilege basis, with unique accounts. We remove access promptly when someone no longer needs it.
• Authentication. We use multi-factor authentication, or another strong method, for remote access to our systems.
• Encryption. We use current, industry-standard encryption for personal data in transit across public networks and for personal data we store.
• People. Our staff are under confidentiality obligations, receive security training, and, where the law allows, are subject to background checks appropriate to their role. We have joiner and leaver processes.
• Malware and data loss. We run controls to detect and remove malicious code and to detect data leaving our control without authorisation.
• Suppliers. We assess the security of vendors and sub-processors that handle your data and require similar protections from them.
• Testing. We carry out vulnerability assessments, patch management, and at least annual penetration testing by a suitable third party, and fix issues based on risk.
• Risk and assets. We run a risk assessment at least once a year and manage and securely decommission our IT assets.
• Incidents. We keep an incident response process. If we discover a security incident affecting your data, we will tell you without undue delay and give you the information you reasonably need, and reasonable help, to meet your legal duties.

Exhibit C — Data processing addendum

This addendum applies where we process personal data on your behalf as part of the Business Services and that data is covered by UK or EU data protection law. It forms part of these Terms. If your Engagement Terms include a separate data processing agreement, that one applies instead for that engagement. Words like "personal data", "processing", "controller", "processor", "data subject" and "personal data breach" have the meanings given in the UK GDPR and the Data Protection Act 2018 (and the EU GDPR where it applies).

1. Roles. For personal data in the customer data you give us or that we handle for you, you are the controller and we are the processor. You are responsible for having a lawful basis, and the right notices and consents, to share that data with us and to use AI teammates with it.

2. Our instructions. We will only process this personal data to provide the Services and to follow your documented instructions (these Terms and your Engagement Terms are your initial instructions), unless the law requires otherwise, in which case we will tell you first where we are allowed to. We will tell you if we believe an instruction breaks data protection law.

3. Confidentiality and security. We make sure the people who process your personal data are under a duty of confidence. We keep appropriate technical and organisational security measures, including those in Exhibit B, suitable to the risk.

4. Sub-processors. You agree we can use sub-processors to help deliver the Services. We keep a current list of sub-processors at talitu.com/sub-processors, where you can subscribe to be told about changes. We will give notice through that page before a new sub-processor starts processing your personal data. You may object on reasonable data protection grounds within 14 days of that notice; if you do, we will work with you in good faith on a solution, and if we cannot find one within a reasonable time you may end the affected Service and we will refund any pre-paid fees for Services not yet delivered. We remain responsible to you for what our sub-processors do.

5. Helping you. Taking into account the nature of the processing, we will give you reasonable help with: responding to requests from data subjects exercising their rights; keeping the data secure and dealing with personal data breaches; and data protection impact assessments and any consultations with a regulator. If a data subject, regulator or law enforcement body contacts us directly about your data, we will, where the law allows, pass it to you rather than respond ourselves.

6. Personal data breaches. We will tell you without undue delay after we become aware of a personal data breach affecting your personal data, and give you the information and cooperation you reasonably need to meet your own legal duties.

7. International transfers. Where we (or a sub-processor) transfer your personal data outside the UK or EEA to a country without an adequacy decision, we will put an approved transfer mechanism in place, such as the UK International Data Transfer Agreement or Addendum, or the EU Standard Contractual Clauses, which are taken to be entered into and completed with the details in the Annex below. If those clauses conflict with the rest of this addendum, the clauses win for the transfer they cover.

8. No sale of data. We only process your personal data to provide the Services for you. We do not sell it and we do not use it for our own separate purposes, other than aggregated, anonymised data that does not identify anyone, as described in the "Confidentiality" section.

9. Returning or deleting data. When the Services end, we will delete or return your personal data as set out in the "Suspension & termination" section, unless the law requires us to keep it.

10. Audits. On at least 30 days' written notice, and no more than once a year (unless a regulator or a breach reasonably requires more), you may ask us to show we are meeting this addendum, normally by giving you our security summaries and answering reasonable questions. We will agree the scope and timing with you so it does not unduly disrupt our business.

11. Liability. Our liability under this addendum is subject to the limits in the "Limitation of liability" section of these Terms.

Annex — what we process. Subject matter and duration: providing the Business Services for the length of the engagement. Nature and purpose: hosting, intake, follow-up, retention, appointment and related automations, and as otherwise set out in your Engagement Terms. Types of data subject: your customers, prospects and contacts, and your staff who use the Services. Categories of personal data: typically names, business and personal contact details (email, phone, address), the content of enquiries and conversations (including call recordings and transcripts where enabled), appointment details, and technical data such as IP address and device or browser information. Special category data: none is requested or required (see the "Sensitive data" rule in the Data and regulatory compliance section). Sub-processors: as listed at talitu.com/sub-processors.