1. Introduction and Acceptance

These Terms of Use ("Terms") constitute a legally binding agreement between you and Maxxo.ai ("Maxxo", "we", "our", "us") governing your access to and use of the Maxxo platform, including our website (maxxo.ai), web application (app.maxxo.ai), APIs, and related services (collectively, the "Platform").

By creating an account, accessing, or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not use the Platform.

If you are entering into these Terms on behalf of an organisation, you represent and warrant that you have the authority to bind that organisation to these Terms. In such cases, "you" and "your" refer to that organisation.

For Paying Customers:

If you become a paying customer, your use of the Platform will also be governed by a separate commercial agreement (the "Subscription Agreement"), which will prevail over these Terms to the extent of any inconsistency.

2. Definitions

In these Terms:

"AI Assistants" means our artificial intelligence-powered features including Website Assistant, Text Assistant, Voice Assistant, and any other AI-driven functionality.

"Care Home" means a residential care facility, nursing home, or similar establishment registered with the Care Quality Commission or equivalent regulatory body.

"Client" means a Care Home or organisation that has entered into a Subscription Agreement with Maxxo.

"Enquirer" means a prospective resident, family member, or other individual who interacts with a Care Home through the Platform.

"Enquiry Data" means personal data and information submitted by or relating to Enquirers through the Platform.

"Fees" means the charges payable for use of the Platform as set out in the Subscription Agreement.

"Knowledge Base" means the content, documents, and information uploaded by you to train and inform the AI Assistants.

"User" means any individual who accesses or uses the Platform, including account holders and team members.

"Your Content" means all data, information, documents, and materials you upload, submit, or transmit through the Platform.

3. Eligibility and Account Registration

3.1 Eligibility

To use the Platform, you must:

Be at least 18 years of age

Have the legal capacity to enter into binding contracts

Not be prohibited from using the Platform under applicable law

If acting on behalf of an organisation, have authority to bind that organisation

3.2 Account Registration

When creating an account, you must provide accurate, current, and complete information. You agree to promptly update your account information to keep it accurate and complete.

You are responsible for:

Maintaining the confidentiality of your account credentials

All activities that occur under your account

Immediately notifying us of any unauthorised use of your account

We reserve the right to refuse registration, suspend, or terminate accounts at our discretion.

3.3 Team Members

If you invite team members to access your account, you are responsible for:

Ensuring they comply with these Terms

Their actions on the Platform

Promptly removing access when team members leave your organisation

4. Licence and Access

4.1 Licence Grant

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform solely for your internal business purposes in connection with managing Care Home enquiries.

4.2 Licence Restrictions

You must not:

Sublicense, sell, resell, transfer, assign, or distribute the Platform or any rights to it

Modify, copy, or create derivative works based on the Platform

Reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of the Platform

Access the Platform to build a competitive product or service

Use the Platform on behalf of any third party without our prior written consent

Remove, obscure, or alter any proprietary notices on the Platform

Access the Platform through any automated means (bots, scrapers) except through our published APIs

4.3 Usage Limits

Your use of the Platform may be subject to usage limits specified in your Subscription Agreement, including limits on conversations, homes, team members, or features.

5. Acceptable Use

5.1 General Conduct

You agree to use the Platform only for lawful purposes and in accordance with these Terms. You must not use the Platform in any way that:

Violates any applicable law, regulation, or third-party rights

Is fraudulent, false, misleading, or deceptive

Is defamatory, obscene, offensive, or promotes hatred or discrimination

Infringes any intellectual property, privacy, or other proprietary rights

Introduces viruses, malware, or other harmful code

Interferes with or disrupts the Platform or its infrastructure

Attempts to gain unauthorised access to any part of the Platform

Places unreasonable load on our systems or infrastructure

5.2 Prohibited Uses

Without limiting the above, you must not use the Platform to:

Provide medical, clinical, or healthcare advice to Enquirers

Make representations about Care Home services that are false or misleading

Discriminate against Enquirers on any protected grounds

Collect or process data about Enquirers for purposes unrelated to Care Home services

Send unsolicited marketing communications (spam) through our messaging features

Harass, threaten, or intimidate any person

Impersonate any person or entity

6. Care Sector Obligations

6.1 Regulatory Compliance

You acknowledge and agree that:

You are solely responsible for ensuring your use of the Platform complies with all applicable laws, regulations, and regulatory requirements, including but not limited to Care Quality Commission (CQC) standards and requirements

The Platform is a tool to assist with enquiry management and does not replace your obligations as a registered Care Home provider

You must maintain appropriate human oversight of all AI-generated communications

You are responsible for the accuracy and appropriateness of information in your Knowledge Base

AI Assistants are not a substitute for professional care assessments, and you must conduct appropriate assessments before admitting any resident

6.2 Enquirer Interactions

When using AI Assistants to communicate with Enquirers, you must:

Ensure Enquirers are informed they are interacting with AI where required by law or regulation

Review AI-generated content for accuracy and appropriateness

Maintain records of communications as required by CQC or other regulators

Promptly escalate matters requiring human intervention

Not use AI Assistants for emergency or safeguarding situations that require immediate human response

6.3 Data Protection

You are the data controller for Enquiry Data processed through the Platform. You are responsible for:

Having a lawful basis for collecting and processing Enquiry Data

Providing appropriate privacy notices to Enquirers

Responding to data subject requests relating to Enquiry Data

Ensuring your use of the Platform complies with UK GDPR and the Data Protection Act 2018

Our data processing activities as your processor are governed by our Data Processing Agreement.

7. AI-Generated Content and Automated Services

7.1 Nature of AI Services

The Platform uses artificial intelligence to generate responses, analyse data, and automate communications. You acknowledge and agree that:

AI-generated content may occasionally be inaccurate, incomplete, inappropriate, or out of date

AI outputs are generated based on patterns in training data and your Knowledge Base, and may not reflect current facts or circumstances

The quality of AI outputs depends significantly on the quality and completeness of your Knowledge Base

We continuously develop and update our AI systems, which may affect their behaviour

7.2 Your Responsibilities

You are solely responsible for:

Reviewing all AI-generated content before relying on it or allowing it to be sent to Enquirers

Maintaining accurate and up-to-date information in your Knowledge Base

Configuring AI Assistants appropriately for your needs

Implementing appropriate human oversight and intervention processes

Any decisions made based on AI-generated content or recommendations

7.3 Voice Assistant Specific Terms

If you use our Voice Assistant:

Call recordings are made for quality assurance and transcription purposes

Callers are informed of recording at the start of each call

You are responsible for complying with call recording laws in your jurisdiction

Voice synthesis is used to generate spoken responses, and callers are informed they are speaking with an AI

7.4 No Warranties on AI Output

WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, OR SUITABILITY OF AI-GENERATED CONTENT FOR ANY PURPOSE. AI OUTPUTS ARE PROVIDED "AS IS" AND SHOULD NOT BE RELIED UPON FOR DECISIONS AFFECTING HEALTH, SAFETY, LEGAL RIGHTS, OR FINANCIAL INTERESTS WITHOUT INDEPENDENT VERIFICATION AND APPROPRIATE PROFESSIONAL ADVICE.

8. Your Content and Data

8.1 Ownership

You retain all ownership rights in Your Content. Nothing in these Terms transfers ownership of Your Content to us.

8.2 Licence to Your Content

By uploading Your Content to the Platform, you grant us a limited, non-exclusive, worldwide, royalty-free licence to use, copy, store, process, and display Your Content solely for the purposes of:

Providing the Platform and services to you

Improving the Platform (using aggregated, anonymised data only)

Complying with legal obligations

This licence continues only for as long as necessary to provide the services and fulfil our legal obligations.

8.3 Your Representations

You represent and warrant that:

You own or have all necessary rights to Your Content

Your Content does not infringe any third party's intellectual property, privacy, or other rights

Your Content does not violate any applicable law

You have obtained all necessary consents from individuals whose personal data is included in Your Content

8.4 Content Monitoring

We do not routinely monitor Your Content but reserve the right to review, remove, or disable access to any content that we reasonably believe violates these Terms or applicable law.

9. Intellectual Property

9.1 Our Intellectual Property

The Platform, including its software, design, graphics, user interface, content, and all related intellectual property rights, is owned by or licensed to Maxxo and is protected by copyright, trademark, patent, and other intellectual property laws.

The Maxxo name, logo, and all related names, logos, product and service names, designs, and slogans are our trademarks. You must not use these marks without our prior written consent.

9.2 Feedback

If you provide suggestions, ideas, or feedback about the Platform ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use, modify, and incorporate such Feedback into the Platform without any obligation to you.

9.3 Reservation of Rights

All rights not expressly granted to you in these Terms are reserved by us.

10. Third-Party Services

10.1 Third-Party Integrations

The Platform integrates with and relies upon third-party services, including cloud infrastructure providers, AI model providers, communication services (SMS, WhatsApp, voice), and payment processors.

10.2 Third-Party Terms

Your use of the Platform may be subject to the terms and conditions of these third-party services. You are responsible for complying with any applicable third-party terms.

10.3 No Liability for Third Parties

We are not responsible for the availability, accuracy, or reliability of third-party services. We shall have no liability for any failure, interruption, or degradation of the Platform caused by third-party service issues.

10.4 External Links

The Platform may contain links to third-party websites or services. These links are provided for convenience only, and we do not endorse or accept responsibility for their content or practices.

11. Fees and Payment

11.1 Subscription Fees

If you are a paying Client, Fees and payment terms are set out in your Subscription Agreement.

11.2 Taxes

All Fees are exclusive of VAT and other applicable taxes unless stated otherwise. You are responsible for paying all applicable taxes.

11.3 Payment Failure

If payment fails, we may suspend or restrict your access to the Platform until payment is received. We reserve the right to charge interest on overdue amounts at 4% above the Bank of England base rate.

12. Confidentiality

12.1 Confidential Information

Each party may receive confidential information from the other party in connection with these Terms. "Confidential Information" includes non-public information about the disclosing party's business, technology, pricing, customers, and any information marked confidential.

12.2 Obligations

The receiving party agrees to:

Keep Confidential Information confidential using at least the same degree of care it uses for its own confidential information

Use Confidential Information only for purposes related to these Terms

Not disclose Confidential Information to third parties except to employees, contractors, or advisors who need to know and are bound by confidentiality obligations

12.3 Exceptions

Confidentiality obligations do not apply to information that:

Is or becomes publicly available through no fault of the receiving party

Was already known to the receiving party before disclosure

Is independently developed by the receiving party

Is disclosed with the prior written consent of the disclosing party

Must be disclosed by law or regulatory requirement (with prompt notice to the disclosing party where permitted)

13. Service Availability

13.1 Availability

We aim to maintain high availability of the Platform but do not guarantee uninterrupted access. The Platform may be unavailable due to:

Scheduled maintenance (we will endeavour to provide advance notice)

Emergency maintenance or security updates

Factors outside our reasonable control

Third-party service outages

13.2 Service Levels

If you are a paying Client, service level commitments may be set out in your Subscription Agreement.

13.3 Modifications

We may modify, update, or discontinue any feature of the Platform at any time. We will provide reasonable notice of material changes that negatively affect your use of the Platform.

14. Disclaimer of Warranties

14.1 "As Is" Basis

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY.

14.2 Specific Disclaimers

WITHOUT LIMITING THE FOREGOING, WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT:

THE PLATFORM WILL MEET YOUR REQUIREMENTS
THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE
THE RESULTS OBTAINED FROM THE PLATFORM WILL BE ACCURATE OR RELIABLE
ANY ERRORS IN THE PLATFORM WILL BE CORRECTED

14.3 Statutory Rights

NOTHING IN THESE TERMS AFFECTS ANY STATUTORY RIGHTS THAT CANNOT BE WAIVED OR LIMITED BY CONTRACT UNDER APPLICABLE LAW.

15. Limitation of Liability

15.1 Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MAXXO, ITS DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY:

INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
LOSS OF PROFITS, REVENUE, BUSINESS, OR ANTICIPATED SAVINGS
LOSS OF DATA OR GOODWILL
COSTS OF PROCUREMENT OF SUBSTITUTE SERVICES

WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 Liability Cap

SUBJECT TO SECTION 15.4, OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE PLATFORM SHALL NOT EXCEED THE GREATER OF:

THE TOTAL FEES PAID BY YOU TO US IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM; OR
ONE HUNDRED POUNDS (£100)

15.3 Application

THE LIMITATIONS IN THIS SECTION APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

15.4 Exclusions

NOTHING IN THESE TERMS SHALL LIMIT OR EXCLUDE LIABILITY FOR:

DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE
FRAUD OR FRAUDULENT MISREPRESENTATION
ANY OTHER LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW

15.5 Allocation of Risk

YOU ACKNOWLEDGE THAT THE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THESE TERMS AND THAT WE WOULD NOT ENTER INTO THESE TERMS WITHOUT THESE LIMITATIONS ON LIABILITY.

16. Indemnification

16.1 Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless Maxxo, its director, officers, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to:

Your use of the Platform in violation of these Terms

Your breach of any representation or warranty in these Terms

Your Content, including any claim that Your Content infringes third-party rights

Your violation of any applicable law or regulation

Your interactions with Enquirers through the Platform

Any claim by an Enquirer relating to your Care Home's services or your use of the Platform

Any regulatory investigation, enforcement action, or penalty arising from your use of the Platform

16.2 Indemnification Process

We will promptly notify you of any claim subject to indemnification, allow you to control the defence (provided you do not settle without our consent), and provide reasonable assistance at your expense.

17. Term and Termination

17.1 Term

These Terms commence when you create an account or first access the Platform and continue until terminated.

17.2 Termination by You

You may request termination of your account at any time by contacting us at support@maxxo.ai. For paying Clients, termination is subject to the terms of your Subscription Agreement, including any minimum commitment periods.

17.3 Termination by Us

We may suspend or terminate your access to the Platform immediately if:

You breach any material provision of these Terms

You fail to pay Fees when due (for paying Clients)

We are required to do so by law

We reasonably believe your use of the Platform poses a security risk or may harm other users

Your account has been inactive for an extended period

We may also terminate these Terms for convenience upon thirty (30) days' written notice.

17.4 Effect of Termination

Upon termination:

Your right to access and use the Platform ceases immediately

You must cease all use of the Platform

Any outstanding Fees become immediately due (for paying Clients)

We may delete Your Content and data in accordance with our Privacy Policy and any applicable data retention requirements

17.5 Survival

Sections that by their nature should survive termination will survive, including Sections 8 (Your Content), 9 (Intellectual Property), 10 (Third-Party Services), 12 (Confidentiality), 14 (Disclaimer of Warranties), 15 (Limitation of Liability), 16 (Indemnification), 18 (General Provisions), and 19 (Governing Law).

18. General Provisions

18.1 Entire Agreement

These Terms, together with the Privacy Policy and any Subscription Agreement, constitute the entire agreement between you and Maxxo regarding your use of the Platform and supersede all prior agreements and understandings.

18.2 Amendments

We may amend these Terms at any time by posting the updated Terms on our website. We will notify you of material changes by email or through the Platform at least thirty (30) days before they take effect. Your continued use of the Platform after the effective date constitutes acceptance of the amended Terms. If you do not agree to the amended Terms, you must stop using the Platform.

18.3 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 without your consent in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of our assets.

18.4 Waiver

No waiver of any provision of these Terms shall be effective unless in writing and signed by the waiving party. No failure or delay in exercising any right shall operate as a waiver or preclude any future exercise of that right.

18.5 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its intent.

18.6 No Partnership

Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and Maxxo.

18.7 Third-Party Rights

These Terms do not confer any rights on any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

18.8 Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including natural disasters, war, terrorism, strikes, government actions, or failures of third-party services or infrastructure.

18.9 Notices

Notices to Maxxo must be sent to legal@maxxo.ai. Notices to you will be sent to the email address associated with your account. Notices are deemed received when sent by email.

19. Governing Law and Disputes

19.1 Governing Law

These Terms and any disputes arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales.

19.2 Jurisdiction

The courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms.

19.3 Informal Resolution

Before initiating any formal dispute resolution, you agree to contact us at legal@maxxo.ai to attempt to resolve any dispute informally. We will attempt to resolve disputes within thirty (30) days of receipt of notice.

20. Contact Us

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

Email: legal@maxxo.ai

For Support: support@maxxo.ai