Cloudax Connect Terms of Service

1. About these Terms

These Terms of Service (“Terms”) govern access to and use of Cloudax Connect, a cloud-based conversational AI and contact-centre platform provided by Cloudax Ltd (“Cloudax”, “we”, “us” or “our”). Cloudax Ltd is incorporated in England and Wales under company number 14717183 and has its registered office at 167-169 Great Portland Street, 5th Floor, London, W1W 5PF.

“You” and “your” mean the person using the Services and, where that person uses them for an organisation, that organisation. If you use the Services for an organisation, you confirm that you have authority to accept these Terms on its behalf. You must be at least 18 years old and legally capable of accepting these Terms.

The Services are supplied for business use only. You confirm that you acquire and use them wholly or mainly for purposes connected with your trade, business, craft or profession and not as a consumer. If you cannot give that confirmation, you must not purchase or use the Services.

By creating an account, accepting an invitation, clicking to accept, or accessing or using the Services, you accept these Terms. These are standard online terms and do not require a signed master services agreement. If you or your organisation has a separate written agreement signed by Cloudax covering the same Services, that agreement prevails to the extent of any conflict. If you do not agree, do not use the Services.

2. Definitions

• “Account” means an account through which the Services are accessed.
• “Agent” means an AI assistant, voice or persona configured within the Services.
• “Affiliate” means an approved participant that refers prospective customers to Cloudax for commission.
• “Authorised User” means a person you authorise to use your Account.
• “Charges” means subscription, usage, professional-services and other fees shown at checkout, in the Platform or in an order, quote or pricing plan accepted by you.
• “Commission” means an amount conditionally credited to an Affiliate under Section 24.
• “Customer Data” means data, content, audio, recordings, transcripts, prompts, call lists, configurations and other materials submitted to, generated within or processed through the Services by or for you.
• “Documentation” means user and technical documentation we make available for the Services.
• “End Customer” means a customer or downstream partner to which a Reseller markets, supplies or manages the Services.
• “Partner” means an organisation approved by Cloudax to participate as an Affiliate, Reseller or both.
• “Personal Data” has the meaning given by applicable data-protection law.
• “Platform” means Cloudax Connect and its software, models, APIs, dashboards and infrastructure.
• “Referred Customer” means a new customer workspace validly attributed to an Affiliate through the Platform.
• “Reseller” means an approved Partner permitted to market or supply the Services to End Customers.
• “Services” means access to the Platform, support and any related services supplied by Cloudax.

3. Accounts and Authorised Users

You must provide accurate Account information, keep it current, protect credentials and use reasonable security measures, including multi-factor authentication where available. Accounts and credentials may not be shared except as the Platform expressly permits. You are responsible for your Authorised Users, Account activity and all actions taken using your credentials, except to the extent caused by Cloudax.

Tell us promptly at [email protected] if you suspect unauthorised access, credential compromise or a security incident affecting the Services. You must not allow a person whose access we have suspended or terminated to access the Services through your Account.

4. Right to Use the Services

Subject to these Terms and payment of the Charges, Cloudax grants you a limited, non-exclusive, non-transferable, non-sublicensable and revocable right during your subscription to access and use the Services for your internal business purposes and, where your plan permits, to communicate with your own customers and end users.

No ownership rights are transferred to you. You may use the Services only within the usage limits, number of Agents, channels, territories and other entitlements applicable to your plan. Documentation and previews are provided only to support permitted use.

5. Acceptable Use and Restrictions

You must not, and must not help anyone to:

• use the Services unlawfully, fraudulently, deceptively or to harass, threaten, discriminate against or harm any person;
• send spam, make unlawful marketing communications, impersonate a person without authority, or misrepresent an AI system as human where disclosure is required;
• upload malware or content that infringes privacy, confidentiality, intellectual-property or other rights;
• reverse engineer, decompile, disassemble or attempt to derive source code, model weights, prompts, architecture or underlying components, except to the limited extent the law does not permit this restriction;
• copy, modify, resell, rent, sublicense or make the Services available to a third party outside your permitted use;
• use the Services or their output to build, train or improve a competing product or model, or publish benchmarks without our written permission;
• probe, scan, penetration-test, bypass security or authentication, gain unauthorised access, interfere with service integrity or performance, or impose an unreasonable load;
• use automated extraction or scraping except through an API and within limits we expressly permit; or
• use the Services for prohibited weapons, unlawful surveillance, exploitation of children, high-risk social scoring or any activity prohibited by applicable AI law.

Sanctions and export controls. You must comply with applicable sanctions, trade controls and export-control laws, including those administered by the United Kingdom, United Nations, European Union and United States where they apply. You must not access, use, export, re-export, transfer or make the Services available to or for a sanctioned person, prohibited end user or embargoed destination, or for a prohibited end use. You represent that neither you nor, to your knowledge, any person controlling you is the target of applicable asset-freeze or blocking sanctions. You must notify us promptly if that changes, and we may screen users and suspend or terminate access where reasonably necessary to comply with these requirements.

6. Customer Responsibilities

You control how the Services are configured and used. You are responsible for Customer Data, instructions, call flows, outputs you adopt, the legality and accuracy of contact lists, notices and consents, and your Authorised Users. You must obtain all rights, permissions, licences, consents and lawful bases needed for Cloudax and its suppliers to process Customer Data and provide the Services as described in these Terms.

You are responsible for your equipment, network, telephony, systems and third-party services. You must cooperate reasonably with onboarding and support, follow the Documentation, maintain appropriate backups where reasonably possible, and configure human review and escalation appropriate to your use case.

7. Telephony, Marketing and Recording Compliance

You determine the purpose, content, recipients and timing of communications made through the Services. As between you and Cloudax, you are the sender, instigator and person on whose behalf those communications are made. You are responsible for all applicable communications, privacy, consumer-protection, telemarketing, call-recording and sector-specific laws in every relevant jurisdiction.

Cloudax Numbers are not guaranteed. The availability, purchase, activation, capabilities and continued provision of any telephone number depend on carrier inventory and support, successful identity or business verification, local address or presence requirements, regulatory approval and the laws and rules applying in the relevant country. A number appearing in search results or being requested does not reserve it or guarantee that it can be supplied. We may refuse, delay or cancel provisioning where a carrier or regulator requires it or applicable requirements are not met.

Without limiting that responsibility, you must:

• have a valid lawful basis for Personal Data and obtain prior consent whenever required, including for automated marketing calls using recorded or synthetic voices;
• comply with UK GDPR, the Data Protection Act 2018, PECR, the Communications Act 2003 and applicable Ofcom rules for UK communications;
• screen live marketing calls against the TPS and CTPS where required, honour objections and opt-outs promptly, and maintain suppression lists;
• present accurate calling-line identification, identify the organisation responsible for the call, and avoid silent calls, abandoned calls and persistent misuse;
• give legally required recording, monitoring and AI or synthetic-voice disclosures before or at the start of an interaction;
• comply with applicable rules including the TCPA and Do Not Call rules in the United States, CASL and National DNCL rules in Canada, Australian Spam Act and Do Not Call rules, and GDPR, ePrivacy and EU AI Act requirements in the European Union; and
• keep evidence of consents, lawful bases, list screening and compliance, and provide it promptly if we reasonably request it.

Platform features supporting opt-outs, recording notices and compliance do not make Cloudax responsible for your legal obligations. You must notify us promptly of a material complaint, regulatory inquiry or legal claim relating to your use.

8. Follow-up Messages and Electronic Mail

If you use the Services to send email, SMS, text or other follow-up communications, you must have all required permissions and a lawful basis to contact each recipient through that channel. You must comply with PECR, including regulation 22 where applicable, and equivalent laws in the recipient's location. You must include required sender information and a working, promptly honoured opt-out mechanism.

9. Emergency, High-Risk and Vulnerable-Person Use

The Services are not an emergency communications service, do not support emergency calling to 999, 112, 911 or equivalent numbers, and do not provide caller-location information to emergency organisations. You must not configure or present the Services as a way to contact emergency services, intercept or replace emergency access, or rely on them as the sole or last-resort handler where failure could cause death, personal injury or serious harm.

You must maintain independent emergency access, clear instructions directing people to emergency services, and effective escalation to suitably trained humans for emergency, medical, safeguarding, vulnerable-person and other high-risk interactions. You are responsible for sector-specific safeguards, risk assessments, human oversight and accessibility appropriate to your end users.

Regulated health data. The Services are not HIPAA-compliant by default, and Cloudax does not act as a “business associate” under the United States Health Insurance Portability and Accountability Act (“HIPAA”) unless we have expressly agreed to do so in a written agreement and signed a business associate agreement. Unless those agreements are in place, you must not use the Services to create, receive, maintain or transmit protected health information subject to HIPAA. You must not process health records or other regulated health data through the Services where doing so would impose sector-specific security, hosting, confidentiality or contracting obligations on Cloudax beyond those expressly agreed in writing.

10. Payment Card Data

Unless Cloudax expressly approves a compliant payment flow in writing, you must not use the Services to collect, capture, store or transmit payment-card or cardholder data. The Services are not intended to be a PCI DSS cardholder-data environment. You are responsible for your own PCI DSS compliance and for configuring recording pauses, redaction and separate payment providers where needed.

11. Integrations and Third-Party Services

You may connect telephony, CRM, webhooks, APIs, MCP servers, tools and other third-party services where supported. You are responsible for their selection, instructions, security, credentials, permissions and contractual and data-protection arrangements. You must not connect anything malicious or likely to compromise the Platform.

Third-party services are outside our control and may change or stop operating. We are not responsible for their availability, security, content, acts or omissions, or for data after it is sent to them at your direction. Third-party terms may apply directly to you. We may disable an integration where reasonably necessary to protect the Services, comply with law or respond to a third party's change.

12. AI Outputs and Human Oversight

AI outputs are probabilistic and may be inaccurate, incomplete, offensive or unsuitable. Similar inputs may produce similar outputs for other users. You must evaluate outputs for accuracy, legality and suitability before relying on, publishing or acting on them, and maintain meaningful human oversight appropriate to the risk.

Outputs do not constitute medical, legal, financial, tax, accounting, insurance, safety or other professional or regulated advice. You must not present them as such unless the responsible provider is appropriately qualified or authorised and independently reviews and accepts responsibility for the advice.

EU AI Act roles. Where the EU AI Act applies, Cloudax is generally the provider of the Cloudax-branded AI system and you are generally its deployer when you use it under your authority. Upstream model or service suppliers may separately be providers of their own systems or models. These roles depend on the facts and mandatory law. You may become the provider, and assume the corresponding obligations, if you place the system on the market or put it into service under your own name or trade mark, substantially modify it, or change its intended purpose in circumstances specified by the EU AI Act. Each party is responsible for the obligations the Act assigns to its role, and you must provide required notices, human oversight and instructions to affected persons in connection with your deployment.

13. Voice Cloning and Synthetic Media

If voice cloning or synthetic-media features are enabled, you warrant that you have specific authority, rights and informed consent from each person whose voice, likeness or other biometric characteristic is used, including permission to create the synthetic version and for every intended use. You must retain evidence and provide it on request.

You must not use synthetic media to impersonate without authority, deceive, defraud, mislead, infringe rights or breach law, and must make required AI or synthetic-media disclosures. We may refuse, suspend or delete a synthetic voice or asset where we reasonably suspect missing consent, misuse or legal risk. We do not warrant a particular likeness or quality.

14. Customer Data and Configurations

As between you and Cloudax, you retain ownership of Customer Data and the prompts, scripts, call flows, knowledge-base content and Agent configurations you create or upload. You grant Cloudax and its subprocessors a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, modify and otherwise process those materials only as necessary to provide, secure and support the Services, comply with law, enforce these Terms and exercise the data rights in Section 16.

Customer configurations do not include the Platform, underlying models, templates, general techniques or improvements. You must not submit Customer Data unless you have the rights needed to grant this licence.

15. Privacy and Data Processing

Our Privacy Policy explains how we process information for our own purposes. Where Cloudax processes Personal Data in Customer Data on your behalf, you are the controller (or processor acting for another controller) and Cloudax is your processor. Our then-current data processing terms apply to that processing and are available on request. If separately executed data processing terms apply, they prevail for that processing.

You authorise Cloudax to use subprocessors and to make lawful international transfers required to provide the Services, subject to appropriate contractual safeguards. We implement technical and organisational measures appropriate to the risk. You are responsible for privacy notices, data-subject rights, lawful bases, special-category conditions and instructions provided to us.

16. Aggregated and Anonymised Data

We may generate and use aggregated statistics and service telemetry that do not identify you or any individual for analytics, security, capacity planning, benchmarking and improving our products. We may also create genuinely anonymised data from Customer Data and use it to develop, train, test and improve the Platform and its models where your Account settings, accepted plan or separate agreement permit that use. Aggregated and anonymised data are not Customer Data or Personal Data, and Cloudax owns them.

We will not use identifiable Customer Data to train general-purpose models for other customers unless you expressly authorise it.

17. Data Retention and Export

Unless your plan or a separate agreement states otherwise, conversation data, including recordings and transcripts, may be retained for up to 12 months; shorter periods may apply to operational data. You should export data you need before your Account ends. Subject to law, technical feasibility and payment of outstanding Charges, we may make Customer Data available for export for up to 30 days after termination and may then delete it. Backup copies may remain until overwritten in the ordinary course.

Modified Data Retention ("MDR") allows eligible Enterprise customers to choose a shorter 1, 3 or 6 month Cloudax retention period for specified interaction content. MDR does not change the model-training terms in section 16: identifiable Customer Data is not used to train general-purpose models for other customers unless you expressly authorise it. Zero Data Retention ("ZDR") provides post-interaction deletion of specified interaction content. Activating ZDR permanently purges existing in-scope interaction content after confirmation and that content cannot be restored.

MDR and ZDR do not require deletion of minimal usage, payment, timestamp, status, consent, security, audit or statutory records, service configuration such as contacts, Agents and knowledge bases, data delivered to customer-selected integrations or recipients, or protected backup copies before their ordinary lifecycle ends.

18. Security

We use reasonable technical and organisational safeguards designed to protect the Services and Customer Data. No system is completely secure, and we do not guarantee that unauthorised third parties will never defeat safeguards. You must use the security features available to you, limit permissions and avoid placing secrets in prompts or fields not designed for them. You may not conduct security testing without our prior written permission. Suspected vulnerabilities should be reported privately to [email protected].

19. Intellectual Property, Customer Marks and Publicity

Cloudax and its licensors own all intellectual-property rights in the Services, Platform, Documentation, models, interfaces, software, designs, trademarks and improvements. Except for the limited right in Section 4, no right is granted by implication, estoppel or otherwise. Cloudax® and associated branding may not be used without our written permission.

If you provide feedback or suggestions, you grant Cloudax a perpetual, irrevocable, worldwide, royalty-free right to use them without restriction or payment, provided we do not identify you publicly without permission.

Customer and Partner publicity. Unless your organisation opts out by emailing [email protected], you grant Cloudax a worldwide, non-exclusive, royalty-free licence during your use of the Services and for 12 months afterwards to use your organisation's name, trading name, logo and trade marks solely to identify it as a Cloudax customer or Partner in Cloudax websites, customer and Partner lists, sales presentations, proposals, social-media posts, event materials and other corporate marketing. Cloudax will follow brand guidelines you provide, will not materially alter a logo and will not imply an endorsement beyond the genuine commercial relationship. A detailed case study, attributed quotation or press release describing non-public results requires your prior approval, which must not be unreasonably withheld or delayed.

Cloudax may contact your business representatives with news, events, offers and information about Cloudax products, services and Partner opportunities where permitted by applicable privacy and electronic-marketing law. Each communication will provide an appropriate opt-out. Nothing in these Terms supplies consent where PECR or another law requires a separate valid consent, permits marketing to an individual who has opted out, or authorises Cloudax to sell Personal Data.

20. Confidentiality

Each recipient of non-public information that is marked confidential or reasonably understood to be confidential must protect it using at least reasonable care, use it only in connection with the Services and disclose it only to personnel, professional advisers and suppliers who need to know it and are bound by suitable duties.

Confidential information does not include information lawfully known without restriction, independently developed, rightfully received from another source, or made public without breach. A recipient may disclose information when legally required and, where lawful, will give advance notice. These duties continue for five years after disclosure and indefinitely for trade secrets. Either party may seek injunctive relief for actual or threatened misuse.

21. Trials, Betas and Free Services

Trials, previews, beta features and free Services may be changed or withdrawn at any time and are provided “as is” and “as available” without service levels, credits, support commitments or warranties to the fullest extent permitted by law. Unless we state otherwise, a trial lasts 30 days. We may delete trial data when the trial ends. You should not use preview features for production or high-risk workloads.

22. Availability, Support and Changes

We will use commercially reasonable efforts to provide the Services and support. Unless your plan or a separate written agreement expressly includes a service level, no availability, latency, response or resolution commitment applies. Maintenance, emergencies, your systems and third-party provider failures may affect availability.

A 99.95% contractual uptime commitment is available only as a paid Enterprise Uptime Guarantee add-on and applies only when it is included in an accepted order or other written agreement. Purchasing another plan, Enterprise feature or support service does not by itself include that commitment.

Measurement. Unless the applicable order states otherwise, the commitment is measured separately for each calendar month and covers the production Platform functions identified in the order. If none are identified, it covers the ability of a properly configured Agent to initiate or receive calls through the Cloudax production Platform. Monthly uptime percentage is calculated as the total minutes in the month, less qualifying downtime, divided by the total minutes in the month and multiplied by 100. Qualifying downtime is a period when the covered function is materially unavailable to the customer because of a failure within Cloudax's reasonable control. It begins when detected by our monitoring or reported to us with sufficient evidence, whichever is earlier, and ends when the covered function is restored. We will calculate uptime reasonably using our monitoring records and relevant evidence supplied by you.

Qualifying downtime excludes announced maintenance, not exceeding four hours in a calendar month, for which we give at least five days' notice; urgent maintenance required to address a material security, legal or stability risk; failures caused by your systems, connectivity, credentials, configurations, usage exceeding agreed limits, or third-party services selected or controlled by you; suspension permitted by these Terms; and force-majeure events. It also excludes a failure of a carrier, cloud, model or other upstream provider outside our reasonable control where the failure persists despite the resilience and failover measures included with the add-on.

Service credits. If monthly uptime falls below 99.95%, you may claim a credit equal to 100% of the Uptime Guarantee add-on fee for the affected month, plus the following percentage of the fixed recurring Platform subscription fee for that month:

• at least 99.90% but below 99.95%: 5% of the monthly Platform subscription fee;
• at least 99.50% but below 99.90%: 10% of the monthly Platform subscription fee; or
• below 99.50%: 20% of the monthly Platform subscription fee.

To receive a credit, your Account must be current and you must email [email protected] within 30 days after the end of the affected month, identifying the Account, affected function, incident dates and times, and reasonably available evidence. Approved credits are applied to a future invoice, are not cash refunds, cannot be transferred, and exclude taxes, usage, overage, telephony, professional-services and third-party Charges. Where subscription or add-on fees are billed for longer than one month, the credit is calculated using their pro-rata monthly equivalent. Credits arising in any month are capped at 100% of that month's Uptime Guarantee add-on fee plus 20% of that month's fixed recurring Platform subscription fee. These credits are your sole financial remedy for failure to meet the uptime commitment, except for liability that cannot lawfully be limited or any different remedy expressly stated in the applicable order.

We may update, enhance, replace, suspend or discontinue any Service, feature, functionality, Documentation, limit or supplier at any time, including where continued provision is no longer commercially or technically viable or economical for Cloudax, demand or usage is insufficient, a supplier changes or withdraws its service, or for legal, regulatory, security, operational, strategic or other business reasons. Where reasonably practicable, we will give advance notice of a material discontinuation. If a change during a paid fixed subscription period materially removes core functionality expressly included in the plan or order you purchased, we may provide a reasonable replacement or workaround, or allow you to terminate the affected Service and receive a pro-rata refund of prepaid Charges for its unused period. This sentence does not apply where immediate action is reasonably necessary for security, legal compliance or circumstances outside our reasonable control.

23. Charges, Billing and Taxes

You must pay the Charges and applicable taxes shown when you subscribe or otherwise accept a paid plan. Subscription fees are billed in advance and usage or overage fees may be billed in arrears. Calls or other usage may be rounded as described in the applicable pricing. Unless stated otherwise, invoices are due within 14 days, are payable in pounds sterling and are exclusive of VAT.

Charges for Cloudax-provided telephone numbers (“Cloudax Numbers”), including number rental and carrier usage, are shown on the Cloudax Numbers pricing page. Those prices are based on variable third-party carrier prices and foreign-exchange rates and are subject to change. Our carrier suppliers may change their prices without advance notice to us. Any Cloudax Numbers increase made without advance notice to you will be limited to the lower of: (a) the proportionate change required to pass through the underlying carrier-price or foreign-exchange increase while preserving the pricing multiplier that applied immediately before that change; and (b) 20% in any rolling 30-day period. We will not increase that pricing multiplier without giving reasonable advance notice. If an upstream change would require a larger immediate increase, we may temporarily restrict or suspend the affected destination, number type or chargeable feature until we have given notice or you have accepted the new price. You are responsible for checking the current price before purchasing a number or using a chargeable Cloudax Numbers service. The price displayed in the Platform when a number is purchased or chargeable usage occurs applies to that transaction.

Plan capacity and measured usage. Your plan or accepted order may include limits or allowances for workspace seats, simultaneous call concurrency, AI Operator usage and campaign contacts. A seat may count while assigned or reserved for an Authorised User, including through a pending invitation, as shown in the Platform. Concurrency is measured by calls active at the same time. Surge capacity may be enabled by default for some plans or workspaces, but it is provided on a best-efforts basis and is not guaranteed. If concurrency is exceeded, we may permit additional calls as surge calls or reject them; surge availability and capacity may vary, be limited, interrupted or withdrawn at any time. Calls admitted as surge calls are charged at the rate or multiplier shown in the Platform and are excluded from included minutes. AI Operator usage may be measured using weighted tokens or other usage units described in the applicable pricing. Campaign-contact limits apply to the total contacts stored across all outbound campaigns in the workspace. We may prevent further use when a limit is reached. If you purchase additional seats, campaign-contact blocks or other recurring capacity, you authorise the corresponding recurring and immediate prorated Charges shown before confirmation. Platform metering and billing records determine usage and capacity absent manifest error.

30-day money-back guarantee. If you are purchasing your first paid subscription directly from Cloudax, you may cancel it and request a refund of the subscription fee within 30 days after that subscription begins by emailing [email protected] from the address associated with your Account. The guarantee may be claimed once per customer and organisation. It does not cover usage or overage Charges, telephone numbers, carrier or third-party Charges, professional services, setup or bespoke work, taxes, or any amount already refunded or credited. We may deduct those excluded Charges and any unpaid amount from the refund. The guarantee does not apply to renewals, replacement or successor Accounts, subscriptions purchased through a reseller or partner, or Accounts suspended or terminated for breach of these Terms, unlawful use or abuse. We will initiate an eligible refund to the original payment method within 10 business days after receiving a valid request, and your paid access will end when the cancellation takes effect. Your payment provider may take additional time to credit the funds. This guarantee is in addition to any rights that cannot lawfully be excluded.

You authorise us and our payment provider to charge your selected payment method. You must raise a good-faith invoice dispute within 10 business days and pay undisputed amounts. Overdue sums may accrue interest at 8% per year above the Bank of England base rate, or the maximum lawful rate if lower, and we may suspend paid Services after at least 14 days' notice. Charges are non-refundable except where these Terms or law expressly provide otherwise.

24. Partner, Affiliate and Reseller Programme

This Section applies whenever Cloudax approves your organisation to participate as a Partner. Participation is non-exclusive, personal to the approved organisation and subject to the programme type, level, territories, features and permissions shown in the Platform or agreed in writing. Cloudax may accept or reject an application, assign or change a Partner level, require training or verification, and withdraw programme benefits where reasonably necessary for commercial, legal, security or reputational reasons. You may not transfer, sublicense or broker your Partner status.

Independent businesses. You act as an independent contractor and not as Cloudax's employee, agent, fiduciary, franchisee or legal representative. You have no authority to bind Cloudax, vary these Terms, make commitments on our behalf, collect money in our name unless expressly enabled, or represent that Cloudax has endorsed you or an End Customer. You are responsible for your personnel, expenses, taxes, insurance, licences and business activities.

Affiliate referrals and attribution

• You may use only the referral links, codes and approved marketing materials supplied through the Platform, and must identify yourself accurately as an independent Cloudax Partner.
• You must not make misleading claims, promise unsupported functionality or savings, send spam, use unlawful incentives, impersonate Cloudax, register confusingly similar domains or social accounts, bid on Cloudax trade marks in search advertising without written permission, manipulate cookies or attribution, or conceal the source of a referral.
• You must not claim Commission for yourself, an organisation you own or control, duplicate or fabricated accounts, an existing Cloudax customer, a prospect already in an active Cloudax or Partner sales process, or activity generated through fraud, abuse or breach of these Terms.
• Unless the Platform states otherwise, a referral cookie may remain valid for up to 90 days. Attribution occurs only when a genuinely new workspace is created through a valid referral and recorded against your Partner workspace. Inviting a person to an existing workspace does not create a referral.
• Platform attribution and billing records determine eligibility absent manifest error. We may investigate competing, duplicate, suspicious or incorrectly attributed claims and correct or remove an attribution.

Commission calculation and availability

• Commission is calculated at your applicable Affiliate level when an eligible Referred Customer invoice is successfully paid, using the paid Cloudax amount excluding VAT and other taxes. Your dashboard rate or a separately agreed written rate applies.
• Commission may apply to eligible subscriptions, usage credit, managed numbers and add-ons recorded by the Platform. It does not apply to taxes, unpaid amounts, free credit, discounts, test transactions, amounts not retained by Cloudax, or items that the Platform identifies as non-commissionable.
• A credited amount is provisional for 30 days after payment. It becomes available only after that hold has elapsed and while the underlying payment remains valid and undisputed.
• Refunds, credit notes, chargebacks, reversals, fraud, billing corrections and bad debt reduce or cancel the related Commission. We may reduce unpaid Commission first. If Commission has already been reserved or withdrawn, the resulting negative adjustment carries forward against future Commission or may be recovered from you where no future balance is reasonably expected.
• No Commission is earned merely because a link was clicked, a workspace was created, an invoice was issued, or a payment was attempted. Commission has no cash value until it is available and approved for withdrawal.

Withdrawals and Stripe

• Withdrawals are currently available only in pounds sterling to supported United Kingdom bank accounts through a Stripe connected account. You must complete Stripe-hosted onboarding, provide accurate information directly to Stripe and maintain all required transfer and payout capabilities.
• The minimum withdrawal is £50. A withdrawal request reserves all then-available eligible Commission and is subject to review by an authorised Cloudax billing administrator. Submission does not guarantee approval or a particular payment date.
• We may reject, delay or investigate a withdrawal for suspected error, fraud, breach, sanctions, negative adjustments, payment risk, missing verification, insufficient platform balance or a legal or Stripe requirement. Rejection ordinarily releases the reserved Commission unless it is separately reversed or withheld under these Terms.
• Approved funds are transferred to your connected Stripe balance and paid to the bank account held by Stripe. Stripe's terms, verification, fees, payout times, availability and banking rules also apply. A withdrawal is complete only when Stripe confirms the bank payout as paid.
• You are responsible for all tax reporting and liabilities arising from Commission. We may request tax information, deduct legally required withholding and provide information to tax or regulatory authorities where required.

Reseller appointment and End Customers

• Where your programme access permits, Cloudax grants you a limited, revocable, non-exclusive right during participation to market and resell authorised Services to End Customers in approved territories. No intellectual-property ownership or distribution right is transferred.
• You contract with End Customers in your own name unless an accepted order expressly says otherwise. Your End Customer terms must be lawful, accurate, consistent with these Terms and no less protective of Cloudax, the Platform, acceptable-use restrictions, intellectual property, confidentiality, security and compliance obligations. You must ensure each user is bound by applicable Cloudax terms before access.
• You are responsible for sales representations, quotations, your resale prices, invoices, tax treatment, credit risk, collections, refunds, service descriptions and commitments made to End Customers. You must not offer warranties, service levels, indemnities, discounts or remedies on Cloudax's behalf beyond those we have approved in writing.
• Where you accept billing responsibility, you remain liable to Cloudax for all Charges, usage and applicable taxes incurred by the relevant End Customer workspaces, whether or not the End Customer pays you. Your margin, buy rate, sell rate and dashboard analytics are commercial estimates and do not replace your own accounting records.
• Where an End Customer is billed directly by Cloudax, you must not separately collect the same Cloudax Charges or misrepresent yourself as the supplier of record. The billing and support responsibility recorded in the Platform governs operational routing unless otherwise agreed in writing.
• You must provide competent first-line support where you accept support responsibility, maintain accurate support contact details, respond reasonably to End Customers, and escalate Platform incidents with sufficient diagnostic information. Cloudax remains responsible only for support commitments expressly made to you or the End Customer.

Pricing, sales ownership and deal registration

• Your buy rate, sell rate, discount and margin are governed by the Platform and any accepted commercial schedule. You may not set a child workspace rate below the minimum permitted by your parent rate. Rate changes apply prospectively to later usage unless expressly agreed otherwise and do not rewrite completed usage records.
• You must agree sales ownership and responsibilities before joint customer activity, keep material opportunity records current, use approved claims and contracting routes, and remain responsible for progressing onboarding through activation, initial verification and an orderly support handover.
• Where your level permits deal registration, an accepted registration may reserve the matching opportunity for 21 days. The Platform may permit one further 21-day extension where requested before expiry and supported by genuine activity. Registrations expire automatically and you must record an accurate outcome.
• A registration protects the opportunity against duplicate Partner claims during its active period but does not transfer ownership of the prospect, guarantee a sale or Commission, prevent the prospect choosing another supplier, or restrict a pre-existing Cloudax relationship or legal obligation. Cloudax may resolve duplicates and conflicts using confidential Platform records and may cancel inaccurate, inactive, abusive or bad-faith registrations.

Hierarchy, access and customer protection

• You are responsible for Sub-Partners and End Customers you create, invite, manage or authorise, including their compliance, permissions, configurations, communications and payment obligations. You must not create circular, deceptive or unauthorised workspace structures.
• You may access an End Customer workspace or Customer Data only with valid authority, for legitimate administration or support, using least-privilege access and in compliance with data-protection law. Partner hierarchy access does not transfer ownership of Customer Data or make unrestricted monitoring permissible.
• You must promptly pass on material service, security, legal and compliance notices affecting End Customers and cooperate with investigations, audits, complaints, data-subject requests, regulatory inquiries and orderly customer migration.
• You must not prevent an End Customer from contacting Cloudax about security, legal compliance or continuity. Where reasonably necessary to protect users or the Platform, Cloudax may communicate directly with, suspend, transfer or support an End Customer.

Branding, publicity and confidential material

Any permission to use Cloudax names, badges, logos, sales materials or other marks is limited, revocable, non-transferable and subject to our brand guidance. You must not alter a mark, register it or a confusingly similar mark, imply certification or a Partner level you do not hold, or use it after permission ends. White-label features permit approved replacement of customer-facing branding but do not permit you to conceal legally required supplier information or claim ownership of the Platform. Non-public pricing, roadmaps, enablement content, Partner Sales Guides and programme materials are Cloudax confidential information and may be shared only with personnel who need them for authorised Partner activity and are bound by suitable duties.

You must include in each End Customer agreement a lawful permission allowing Cloudax to identify that organisation as an End Customer of the Cloudax-powered Services on the same basis as the customer-publicity licence in Section 19, together with an effective method for the End Customer to opt out. You grant that permission to Cloudax only to the extent you have authority to do so and must provide evidence of the permission on reasonable request. Cloudax may contact End Customer business representatives about service information, product updates, relevant offers and events only where lawful and subject to applicable notices, consent requirements and opt-outs. You must not provide Cloudax with a personal marketing list or represent that an individual has consented unless that representation is accurate and documented.

Records, review and programme termination

You must keep accurate records reasonably sufficient to demonstrate referral, marketing, consent, End Customer, billing and compliance activity for at least six years where legally required, and otherwise for a reasonable period. On reasonable notice, you must provide relevant records needed to verify Charges, Commission or compliance. We may suspend or terminate Partner access immediately for fraud, unlawful marketing, misuse of Customer Data or branding, sanctions risk, material non-payment, manipulation of attribution or serious reputational harm, and otherwise on reasonable notice. On termination, you must stop presenting yourself as a Partner, stop using Partner materials and cooperate in an orderly transition. Valid Commission credited before termination remains subject to the 30-day hold, adjustments, minimum withdrawal and approval process, but may be withheld or cancelled where it arose from breach, fraud or invalid activity. No Commission accrues from invoices paid after the effective termination date unless we agree otherwise in writing.

A signed Cloudax Partner Agreement, accepted order or programme schedule may add to or vary this Section. It prevails to the extent of a direct conflict. Otherwise, these Terms, the programme settings shown in the Platform and applicable Documentation govern participation.

25. Renewal and Price Changes

A paid subscription renews for the renewal period shown when purchased unless cancelled before renewal. If no period is shown, it renews for periods equal to the initial subscription period. We may change Charges for a renewal by giving reasonable advance notice. We may also pass through proportionate increases imposed by carriers, model providers or other essential suppliers on at least 30 days' notice. If you do not accept a renewal price, cancel before it takes effect. The advance-notice commitments in this Section do not apply to variable Cloudax Numbers prices described in Section 23 only to the limited extent of the proportionate, capped pass-through described there.

26. Suspension

We may suspend all or part of the Services if we reasonably believe there is unlawful or abusive use, a security risk, non-payment, a breach of these Terms, a threat to the Platform or others, or a legal or supplier requirement. Where practicable, we will give notice and an opportunity to resolve the issue. We will restore access when the reason for suspension is resolved, but Charges may continue during a suspension caused by you.

27. Term and Termination

These Terms apply while you access or use the Services. You may stop using free Services at any time. Paid subscriptions may be cancelled through the Platform or by notice, but except for an eligible claim under the 30-day money-back guarantee in Section 23, cancellation ordinarily takes effect at the end of the current paid period and does not entitle you to a refund.

Either side may terminate for a material breach that is not remedied within 30 days after written notice, or immediately where the breach cannot be remedied or the other becomes insolvent or ceases business. We may terminate or suspend immediately where your use creates material legal, regulatory, security or reputational risk.

On termination, your right to use the Services ends and accrued Charges become due. Provisions intended by their nature to continue, including ownership, confidentiality, payment, indemnities, liability, data handling and governing law, survive.

28. Warranties and Disclaimers

Cloudax warrants that paid Services will be provided with reasonable skill and care and substantially in accordance with the Documentation. If we breach this warranty, your exclusive remedy is reasonable re-performance or, if we cannot re-perform, termination of the affected paid Service and a pro-rata refund of prepaid Charges for the unused period.

Except as expressly stated and to the fullest extent permitted by law, the Services are provided “as is” and “as available”. We exclude implied warranties, conditions and terms, and do not warrant uninterrupted or error-free operation, complete security, compatibility with every system, any particular result, or the accuracy, uniqueness or fitness of AI output.

29. Indemnities

You will indemnify Cloudax, its affiliates and personnel against losses, liabilities, penalties, claims and reasonable legal costs arising from your Customer Data, configurations, communications, voice clones, integrations or use of the Services that breaches these Terms, applicable law or another person's rights, including claims concerning consent, privacy, telemarketing, recording, intellectual property or impersonation.

Cloudax will defend you against a third-party claim that your permitted use of the Platform infringes that party's intellectual-property rights and pay damages finally awarded or settlements we approve. We may obtain continued use, modify or replace the affected Service, or terminate it and refund prepaid unused Charges. This does not apply to claims caused by Customer Data, your combination or modification, continued use after notice, or use outside these Terms.

The indemnified person must notify the indemnifying person promptly, provide reasonable assistance and allow control of the defence and settlement, provided no settlement may admit fault or impose a non-monetary obligation on the indemnified person without consent.

30. Limitation of Liability

Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot lawfully be limited. Nothing limits your obligation to pay Charges or your liability arising from unlawful communications, deliberate security abuse or infringement of Cloudax's intellectual-property rights.

Subject to the previous paragraph, neither side is liable for indirect or consequential loss, or for loss of profit, revenue, business, opportunity, anticipated savings, goodwill or reputation, whether direct or indirect. Cloudax is not liable for losses caused by your instructions, configurations, systems, integrations, failure to maintain reasonable backups, AI outputs, or events outside our reasonable control.

Subject to the first paragraph, each side's total aggregate liability arising from the Services or these Terms will not exceed the Charges paid or payable for the affected Services in the 12 months before the first event giving rise to the claim. For free, trial or beta Services, Cloudax's total aggregate liability will not exceed £1,000. Each side's aggregate liability for breach of confidentiality or data-protection law is instead capped at twice the applicable general cap.

31. Force Majeure

Neither side is liable for delay or failure caused by circumstances beyond its reasonable control, including natural disaster, epidemic, war, civil disorder, government action, labour dispute, utility, internet or telecommunications failure, cyberattack despite reasonable safeguards, or failure of a carrier, cloud, connectivity or upstream model provider. The affected side will use reasonable efforts to mitigate.

32. Changes to these Terms

We may update these Terms to reflect changes to the Services, law, security, suppliers or business practices. We will post the updated Terms and change the “Last updated” date. For a material change affecting an active paid subscription, we will give reasonable advance notice by email, in-product message or another appropriate method. Changes apply from the stated effective date. If you object, you must stop using the Services and cancel before the change takes effect; continued use afterwards means you accept the updated Terms.

33. General

• Assignment. You may not assign these Terms without our written consent. We may assign them to an affiliate or in connection with a merger, reorganisation or sale of business or assets.
• Subcontracting. We may use affiliates and subcontractors to provide the Services and remain responsible for our obligations under these Terms.
• No agency. These Terms do not create a partnership, joint venture, employment, fiduciary or agency relationship.
• Third-party rights. A person who is not a party to these Terms has no right to enforce them under the Contracts (Rights of Third Parties) Act 1999.
• Waiver. Delay or failure to exercise a right is not a waiver. A waiver must be in writing and applies only to the specific instance.
• Severability. If a provision is invalid or unenforceable, it will be modified to the minimum extent necessary and the remaining provisions continue.
• Entire terms. These Terms, the Privacy Policy, applicable data processing terms and the plan or order you accept form the entire understanding about the Services, subject to any signed agreement described in Section 1.
• Interpretation. “Including” is illustrative and not limiting. Headings are for convenience only. Electronic notices and acceptances satisfy writing requirements where law permits.

34. Notices, Governing Law and Contact

Operational notices may be sent to the email address associated with your Account. Formal notices to Cloudax must be sent to [email protected] and by post to Cloudax Ltd, 167-169 Great Portland Street, 5th Floor, London, W1W 5PF, marked for the attention of the Directors. We may send formal notices to your registered or Account address.

These Terms and any non-contractual dispute arising from them are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction, except where mandatory law gives you a right to bring proceedings elsewhere.

Questions about these Terms may be sent to [email protected].