Terms of Service

1. Definitions

• "TradeAlly", "we", "our", "us": TradeAlly Ltd, a UK limited company
• "Service(s)": The AI receptionist, lead management system, and related features
• "User", "you", "your": The individual or business entity using our Services
• "Customer": Your clients who interact with our AI receptionist
• "Subscription": Your paid plan for accessing our Services
• "Content": Any data, text, files, information, or materials submitted to our Service

2. Acceptance of Terms

By registering for an account, accessing, or using TradeAlly services, you agree to be bound by these Terms of Service. If you are using our Services on behalf of a business, you represent that you have authority to bind that business to these terms.

You must be at least 18 years old and capable of entering into a legally binding contract to use our Services.

3. Description of Services

3.1 Core Services

TradeAlly provides:

• AI-powered receptionist to answer business calls
• Lead capture and management system
• SMS and messaging capabilities
• Appointment scheduling and calendar management
• Quote and invoice generation tools
• Customer relationship management features

3.2 Service Availability

We strive for 99.9% uptime but do not guarantee uninterrupted service. Scheduled maintenance will be communicated in advance when possible.

3.3 Service Modifications

We reserve the right to modify, suspend, or discontinue any aspect of our Services with reasonable notice.

4. Registration and Account

4.1 Account Creation

• You must provide accurate, current, and complete information
• You are responsible for maintaining the confidentiality of your account credentials
• You must notify us immediately of any unauthorized use of your account
• You are responsible for all activities that occur under your account

4.2 Account Restrictions

• One account per business entity
• Accounts are non-transferable without our written consent
• You may not use another user's account without permission

5. Fees and Payment

5.1 Subscription Plans

5.2 Billing Model - Advance Payment

Base Subscription Fees:

• Billed in Advance: Your monthly subscription fee is charged at the start of each billing period
• Example: Sign up on Nov 5 → Charged £79 immediately for Nov 5 - Dec 5 service period
• Next Charge: Dec 5 → Charged £79 for Dec 5 - Jan 5 upcoming service
• Payment Required: You must maintain valid payment method at all times
• No Trial Period: First payment is due immediately upon subscription

5.3 Overage Charges - Arrears Billing

Call Minutes Overage:

• Lite: £0.50 per minute over 225 minutes
• Standard: £0.40 per minute over 450 minutes
• Professional: £0.30 per minute over 900 minutes
• Business: £0.25 per minute over 1500 minutes

SMS Overage:

• All plans: £0.07 per SMS over included allowance

Overage Billing Schedule:

• Billed in Arrears: Overage charges are calculated at end of billing period
• Invoice Date: Included in next month's invoice (e.g., Nov usage charged on Dec 5 invoice)
• Combined Billing: Dec 5 invoice = £79 base (advance) + Nov overage (arrears)
• No Caps: There is no maximum limit on overage charges - you are responsible for all usage
• Real-time Tracking: Monitor current usage in your dashboard to avoid surprises

5.4 Payment Terms

• Payment Methods: Credit/debit card via Stripe
• Auto-renewal: Subscriptions renew automatically each month
• VAT: All fees are exclusive of VAT (20% added where applicable)
• Currency: All fees in GBP (£) Sterling
• Failed Payments: We will attempt to charge failed payments up to 3 times

5.5 Grace Period for Payment Failures

If your payment fails, we operate a tiered grace period system:

Tier 1 - Days 0-2 (Full Access with Warning):

• ✅ All services continue operating normally
• ⚠️ Yellow warning banner displayed in dashboard
• 📧 Email notification sent with payment update link
• 🔄 Stripe automatically retries payment (Day 1, Day 3)

Tier 2 - Days 3-6 (Service Restricted):

• 🚫 AI receptionist stops answering calls (callers hear unavailable message)
• 🚫 SMS sending disabled
• 👀 Dashboard remains accessible in read-only mode
• 🔴 Red warning banner with urgent payment request
• 📱 SMS notification sent to owner when calls are blocked

Tier 3 - Days 7-13 (Account Suspended):

• 🚫 Complete dashboard access blocked
• 🚫 All services offline
• 💳 Redirected to account suspended page with payment portal
• ⚠️ Final warning email sent
• Your data remains safe and accessible once payment is updated

Tier 4 - Days 14-27 (Subscription Cancelled):

• ❌ Subscription automatically cancelled by Stripe
• 📊 Final invoice generated (base fee + overage - prorated refund)
• 📞 Phone numbers held for 14 more days (reactivation window)
• 💾 Data archived but still accessible for export
• 🔄 Can reactivate by paying outstanding balance + next month

Tier 5 - Day 28+ (Phone Numbers Released):

• 📞 Your dedicated phone numbers released back to inventory
• 📦 Account moved to archived status
• 💾 Data retained for 6 years (UK accounting law requirement)
• 📥 You can still export your data on request
• 💷 Outstanding overage debt may be referred to collections if > £100

5.6 Overage Debt Collection

If you cancel or are suspended with unpaid overage charges:

• Under £15: Automatically written off after 90 days
• £15-£100: Up to 3 email reminders sent at 20-day intervals
• Over £100: Referred to debt collection agency after 60 days
• Your Right: 14 days to dispute charges from invoice date

5.7 Refunds and Prorated Credits

If We Cancel Your Account:

• You receive a prorated refund of unused prepaid subscription
• Calculation: (Days unused / 30) × Monthly fee
• Minus any outstanding overage charges
• Net amount refunded within 14 days

If You Cancel Your Account:

• Service continues until end of current paid period
• No refund for remaining days when you cancel voluntarily
• You remain responsible for overage charges through final day of service
• Phone numbers released immediately upon cancellation

5.8 Price Changes

• We may change prices with 30 days written notice
• Price changes apply to renewals after notice period
• Current billing period not affected by price changes
• You may cancel without penalty if you disagree with price increase

5.9 Phone Number Costs

• Included: One mobile phone number (for SMS/calls)
• Optional: Local landline number (£10/month additional)
• Number Porting: £100 one-time fee to port existing number
• Number Retention: Numbers released 28 days after payment failure or cancellation

5.10 Customer Payment Processing (Stripe Connect)

Payment Processing Fees:

• Stripe Processing Fee: Set and charged by Stripe (varies by card type and country). See Stripe's pricing page for current rates.
• TradeAlly Platform Fee: 2% per customer transaction
• Total Cost: 2% platform fee + Stripe's standard processing fees
• Platform Fee Offset: The 2% platform fee is automatically applied as an offset toward your next monthly subscription
• Net Effective Cost: After subscription offset, your net cost is Stripe's standard processing fees only

Your Responsibilities:

• You are solely responsible for compliance with all UK payment regulations
• You must comply with the Payment Services Regulations 2017
• Card payment surcharges are prohibited by UK law for consumer transactions
• You are responsible for your pricing practices and regulatory compliance
• Consult your accountant or legal advisor for pricing guidance

TradeAlly's Position:

• TradeAlly provides payment processing infrastructure only
• TradeAlly does not provide legal, tax, or accounting advice
• TradeAlly is not liable for your pricing practices or regulatory violations
• You indemnify TradeAlly against any claims arising from your pricing or payment practices

Resources:

• UK Government Payment Surcharges Guidance (PDF)
• Seek professional advice from qualified accountants or solicitors

6. Use of Services

6.1 Acceptable Use

You agree to use our Services only for lawful purposes and in accordance with these Terms. You agree to:

• Comply with all applicable laws and regulations
• Use the Services only for legitimate business purposes
• Respect the rights of your Customers whose data is processed
• Maintain appropriate security measures for your account

6.2 Your Responsibilities

• Ensuring you have consent to use Customer phone numbers
• Complying with telecommunications regulations
• Maintaining accurate business information
• Responding to Customer inquiries in a timely manner
• Ensuring your use complies with GDPR and data protection laws

7. Prohibited Uses

You may not use our Services to:

• Violate any laws or regulations
• Transmit spam, unsolicited messages, or robocalls
• Impersonate any person or entity
• Harass, abuse, or harm another person
• Transmit viruses or malicious code
• Attempt to gain unauthorized access to our systems
• Interfere with or disrupt our Services
• Collect or harvest user data without consent
• Use the Services for any illegal or fraudulent purpose
• Resell our Services without written permission

8. Intellectual Property

8.1 Our Property

All rights, title, and interest in and to the Services, including all software, text, images, logos, and other content, are owned by TradeAlly or our licensors. You may not copy, modify, distribute, sell, or lease any part of our Services.

8.2 Your Content

You retain ownership of any Content you submit to our Services. By submitting Content, you grant us a worldwide, non-exclusive, royalty-free license to use, process, and store your Content solely for the purpose of providing our Services.

8.3 Feedback

Any feedback, suggestions, or ideas you provide about our Services may be used by us without restriction or compensation to you.

9. Your Data

9.1 Data Processing

We process data in accordance with our Privacy Policy and applicable data protection laws. You acknowledge that we act as a data processor for Customer data.

9.2 Data Security

We implement industry-standard security measures to protect your data. However, no method of transmission over the Internet is 100% secure.

9.3 Data Portability

You can export your data at any time through our dashboard or by contacting support.

10. Warranties and Disclaimers

10.1 Service Warranty

We warrant that our Services will perform substantially in accordance with our documentation. This warranty does not apply to issues caused by factors outside our reasonable control.

10.2 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED, OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10.3 No Guarantee of Results

We do not guarantee that our Services will meet all your requirements or that use of our Services will result in increased business or revenue.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• OUR TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE CLAIM
• WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES
• WE SHALL NOT BE LIABLE FOR LOST PROFITS, REVENUE, OR DATA
• THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY

12. Indemnification

You agree to indemnify, defend, and hold harmless TradeAlly, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including legal fees) arising from:

• Your use of our Services
• Your violation of these Terms
• Your violation of any rights of another party
• Your Content or Customer interactions

13. Termination

13.1 Termination by You

You may cancel your subscription at any time through your dashboard. Cancellation takes effect at the end of your current billing period.

13.2 Termination by Us

We may suspend or terminate your account immediately if:

• You breach these Terms
• Your payment is overdue by more than 30 days
• You use the Services for illegal purposes
• We are required to do so by law

13.3 Effect of Termination

• Your access to the Services will cease immediately
• We will retain your data for 90 days for retrieval
• You remain liable for any outstanding fees
• Provisions that should survive termination will remain in effect

14. Governing Law and Disputes

14.1 Governing Law

These Terms are governed by the laws of England and Wales, without regard to conflict of law principles.

14.2 Jurisdiction

Any disputes arising from these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.

14.3 Dispute Resolution

Before initiating legal proceedings, parties agree to attempt to resolve disputes through good faith negotiation. If unsuccessful, disputes may be submitted to mediation.

15. Changes to Terms

We may modify these Terms at any time. We will notify you of material changes via email or through our dashboard at least 30 days before they take effect. Your continued use of our Services after changes constitutes acceptance of the modified Terms.

16. General Provisions

16.1 Entire Agreement

These Terms constitute the entire agreement between you and TradeAlly regarding the use of our Services.

16.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

16.3 Waiver

Our failure to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision.

16.4 Assignment

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

16.5 Force Majeure

Neither party shall be liable for any failure to perform due to causes beyond their reasonable control, including but not limited to acts of God, war, terrorism, pandemic, or Internet service provider failures.