Terms and Conditions

These Terms and Conditions govern the provision of services by Pro Care Websites Ltd, company number 16243971, whose registered office is at 17b Espace North, 181 Wisbech Road, Ely, Cambridgeshire, England, CB6 1RA (“Pro Care”, “we”, “us” or “our”).

These Terms apply to customers purchasing our services for business purposes (“you”, “your” or “Customer”).

By accepting a proposal, placing an order, paying for or using our Services, you agree to these Terms.

Where a proposal, order form or statement of work contains specific terms relating to the Service, those specific terms will take precedence over these Terms where there is a conflict.

1. Our Services

We provide digital, marketing, CRM, website and artificial intelligence services, including:

• websites and website support;
• search engine optimisation;
• paid advertising;
• social media and content services;
• CRM systems and automation;
• AI Receptionist services;
• AI Enquiry Follow-Up and outbound calling services;
• AI chat and messaging services; and
• other digital products and services agreed with you.
  
  

The exact Service, scope, pricing and contract period will be set out in your proposal, order or statement of work.

2. AI Services

Our AI Services use artificial intelligence and third-party technology to handle agreed conversations and tasks on behalf of your organisation.

Each AI service is configured for a particular purpose based on information, instructions and processes supplied or approved by you.

AI Services may include answering telephone calls, responding to enquiries, gathering information, updating CRM records, booking appointments, making outbound calls, producing call summaries and transcripts, triggering workflows and notifying members of your team.

The exact functionality available will depend on the Service purchased and the agreed configuration.

3. AI Is Not a Human Replacement

AI systems can misunderstand requests, produce inaccurate information or respond in an unexpected way.

We will use reasonable skill and care when configuring and maintaining the Service, but we do not guarantee that every AI-generated response will be complete, accurate or appropriate.

AI Services should not be relied upon as the sole method of dealing with:

• emergencies;
• safeguarding concerns;
• clinical or medical advice;
• medication decisions;
• complaints requiring human judgement;
• situations involving significant distress;
• legal or regulatory decisions; or
• any other matter where human judgement or professional expertise is required.
  
  

You remain responsible for deciding which conversations may appropriately be handled by AI and where a member of your team should take over.

Where relevant, we can configure escalation and transfer rules based on the instructions you provide.

4. Your Responsibilities

You are responsible for providing the information and cooperation reasonably required to configure and operate the Service.

This may include:

• accurate information about your organisation;
• services, locations and opening hours;
• FAQs;
• prices where relevant;
• call-handling instructions;
• escalation procedures;
• staff and department information;
• calendars;
• CRM access;
• telephone configuration;
• compliance information;
• privacy information; and
• any information the AI should or should not discuss.
  
  

You must tell us promptly if this information changes.

The quality and accuracy of an AI Service depends partly on the information and instructions provided to it. We are not responsible for errors caused by inaccurate, incomplete or outdated information supplied or approved by you.

You are also responsible for monitoring enquiries and notifications passed to your organisation and ensuring that appropriate human follow-up takes place.

5. Setup and Configuration

AI Services involve configuration, testing and development before they are ready for live use.

Setup may include:

• business and process discovery;
• knowledge-base configuration;
• conversation design;
• AI agent instructions;
• workflow development;
• integrations;
• telephone configuration;
• CRM configuration;
• testing;
• revisions; and
• launch preparation.
  
  

Where identity or business verification is required by a telecommunications or technology provider, you agree to provide the required documents promptly.

Any estimated launch date depends on receiving the required information, access, documentation and approvals from you.

Delays caused by missing information or access may delay the launch date.

Unless expressly stated otherwise in your proposal, setup fees become non-refundable once configuration work has started.

6. Telephone Numbers and Telecommunications

Telephone numbers and calling services may be provided through third-party telecommunications providers.

Number availability, geographic availability, registration requirements and regulatory requirements are outside our direct control.

Where verification is required, you may need to provide proof of identity, proof of business address or other information requested by the relevant provider.

We cannot guarantee that a particular telephone number will remain available or can be transferred to another provider when the Service ends unless this has been expressly agreed.

7. Call Recording and Transcription

AI voice services may record, transcribe and summarise telephone conversations where this functionality is enabled.

You are responsible, as controller of your callers’ or contacts’ personal data, for ensuring that you have an appropriate lawful basis for recording and processing those conversations and that individuals receive the privacy information required by law.

Where calls are recorded, callers should be appropriately informed that recording is taking place and why.

We can assist with configuring appropriate introductory wording, but responsibility for determining your lawful basis, privacy notices and retention requirements remains with you.

8. AI Outbound Calling and Enquiry Follow-Up

Where you use an AI Service to make outbound calls, you are responsible for ensuring that the contacts supplied to the Service may lawfully be contacted for the intended purpose.

Before an outbound campaign begins, you must provide accurate information about:

• where the contact data came from;
• why those people are being contacted;
• the purpose of the calls;
• any consent obtained;
• previous objections or opt-outs;
• the intended audience;
• the required call handling; and
• the human handover process.
  
  

You must comply with all applicable data protection and electronic marketing legislation, including the UK GDPR, Data Protection Act 2018 and Privacy and Electronic Communications Regulations 2003 (“PECR”).

Where applicable, this includes checking numbers against:

• the Telephone Preference Service;
• the Corporate Telephone Preference Service;
• your own suppression or “do not contact” lists; and
• any other legally required suppression source.
  
  

Where the applicable law requires specific consent for a particular type of automated or marketing call, you must have that consent before asking us to make the call.

We may refuse, pause or stop any outbound campaign where we reasonably believe that the contact data, purpose or proposed activity may be unlawful, misleading, inappropriate or inconsistent with the agreed scope.

Opt-outs and objections must be honoured.

9. Identification During AI Calls

AI agents must not be deliberately configured to mislead callers or contacts about their nature or identity.

Where required by law, or where reasonably appropriate to the use case, the agent will identify the organisation on whose behalf it is communicating and that the conversation is being handled using AI or automated technology.

You must not instruct us to configure an AI agent to impersonate a named real person or otherwise materially mislead the person receiving the communication.

10. Care and Health Information

Our Services may sometimes process information relating to an individual's health, care requirements or other information classified as special category personal data.

You remain responsible for determining whether such information should be collected and for ensuring that you have:

• an appropriate lawful basis under Article 6 UK GDPR;
• an appropriate Article 9 condition where special category data is involved;
• appropriate privacy information;
• appropriate retention rules; and
• any policies, assessments or safeguards required by law.
  
  

You should only configure the Service to collect information genuinely necessary for the purpose of the conversation.

Unless expressly agreed with us, AI Services must not be used to make solely automated decisions about an individual's eligibility for care, treatment, safeguarding, employment or another decision producing legal or similarly significant effects.

11. Data Minimisation

The Service should only collect information reasonably necessary for its agreed purpose.

You must not instruct the Service to collect excessive or irrelevant personal information.

In particular, sensitive medical, safeguarding or other special category information should not be added to an AI knowledge base or collected systematically unless it is genuinely necessary, lawful and expressly included within the agreed configuration.

12. Data Protection Roles

Where we process personal data solely to provide a Service on your behalf:

• you are the Controller; and
• Pro Care Websites Ltd is the Processor.
  
  

Where we process personal data for our own legitimate business purposes, such as account management, billing, legal compliance and our own business administration, we act as an independent Controller.

Nothing in these Terms removes either party's direct obligations under applicable data protection law.

13. Data Processing Terms

Where we act as your Processor, the following terms apply.

Processing Instructions

We will process personal data only on your documented instructions, including the instructions contained in your proposal, service configuration, emails and other written communications, unless we are required to process it differently by law.

If we believe an instruction breaches applicable data protection law, we may suspend that instruction while the issue is considered.

Nature and Purpose

The purpose of processing is to provide and support the Services you have purchased.

Depending on the Service, processing may include collecting, storing, organising, accessing, transmitting, recording, transcribing, summarising, retrieving, updating and deleting personal data.

Duration

Processing will continue for the duration of the relevant Service and for any reasonable period afterwards required to return or securely delete data, deal with backups or comply with legal obligations.

Types of Personal Data

Depending on your configuration, personal data may include:

• names;
• telephone numbers;
• email addresses;
• business details;
• appointment information;
• enquiry information;
• call recordings;
• call transcripts;
• CRM records;
• correspondence;
• preferences;
• information provided during conversations; and
• where expressly configured and lawfully permitted, information relating to care or health requirements.
  
  

Categories of Data Subject

Data subjects may include:

• prospective residents or service users;
• residents or service users;
• relatives and representatives;
• prospective customers;
• customers;
• employees;
• job applicants;
• suppliers;
• business contacts; and
• other people who contact or are lawfully contacted by your organisation.

14. Confidentiality and Security

We will ensure that people authorised to process personal data on our behalf are subject to appropriate confidentiality obligations.

We will maintain appropriate technical and organisational measures designed to protect personal data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or unauthorised access.

The level of security used will take account of the nature of the information being processed, the technology involved and the reasonably foreseeable risks.

No internet-based or AI system can be guaranteed to be completely secure.

15. Sub-Processors and Technology Providers

Our Services rely on specialist technology and infrastructure supplied by third parties.

You give us general written authorisation to use sub-processors where reasonably necessary to provide the Services.

We will ensure that sub-processors handling personal data on our behalf are subject to appropriate contractual data protection obligations.

A current list of relevant sub-processors is available on request.

Where we make a material change to a sub-processor used to process your personal data, we will provide reasonable notice where required and give you the opportunity to raise reasonable data-protection objections.

We remain responsible to you for the performance of our data-processing obligations by sub-processors to the extent required by applicable law.

16. International Data Transfers

Some technology providers may process personal data outside the United Kingdom.

Where personal data is transferred internationally, we will take reasonable steps to ensure that an appropriate lawful transfer mechanism is in place where required by UK data protection law.

17. Data Subject Requests and Regulatory Assistance

Taking into account the nature of the processing, we will provide reasonable assistance to help you respond to requests by individuals exercising their data-protection rights.

We will also provide reasonable assistance with:

• data-security obligations;
• personal-data breaches;
• Data Protection Impact Assessments;
• consultations with the Information Commissioner's Office; and
• other obligations where our processing is relevant.
  
  

If we become aware of a personal-data breach involving personal data we process on your behalf, we will notify you without undue delay.

18. End of Processing

When the relevant Service ends, we will, at your choice and subject to any technical limitations and legal retention requirements, return or securely delete personal data processed on your behalf.

Data retained temporarily in backups will remain protected and will be deleted in accordance with normal backup-retention processes.

19. Audit Information

We will provide information reasonably necessary to demonstrate compliance with our processor obligations.

Where additional audit or inspection is reasonably required, it must be conducted on reasonable notice, during normal business hours and in a manner that does not unnecessarily disrupt our business or compromise the confidentiality or security of other customers.

20. Third-Party Services

Our Services may integrate with or rely upon third-party software, AI models, telecommunications networks, APIs, CRMs, hosting services and automation platforms.

These third-party systems may experience outages, changes, interruptions or errors outside our reasonable control.

We are not responsible for a failure caused solely by a third-party system that is outside our reasonable control, although we will take reasonable steps to investigate and restore the affected Service where possible.

Where a third-party account is held directly by you, you are responsible for complying with that provider's terms and paying its charges.

21. Usage Charges

Some Services incur additional charges based on usage.

This may include AI voice minutes, telephone charges, messaging, AI model usage or third-party platform costs.

Estimated usage prices may be shown in your proposal, but actual charges may vary according to call length, model usage, functionality, telecommunications costs and third-party supplier pricing.

Usage charges are payable in addition to the monthly Service fee unless expressly stated otherwise.

22. Pricing and Payment

You agree to pay the charges set out in your proposal or order.

Unless otherwise stated:

• setup fees are payable before setup begins;
• recurring services are billed monthly or annually as agreed;
• usage charges may be billed separately;
• prices exclude VAT unless stated otherwise; and
• overdue accounts may be suspended until payment is received.
  
  

We may change the price of a rolling Service by giving reasonable advance notice.

Any promotional, introductory or event-specific price will be governed by the proposal or offer in which that rate was agreed.

23. Contract Period and Cancellation

The contract period for each Service will be shown in the relevant proposal or order.

Unless a different period is stated:

• AI voice Services are supplied on a 30-day rolling basis;
• SEO may be subject to an initial minimum term;
• PPC may be subject to an initial minimum term; and
• other Services will follow the period stated in the applicable proposal.
  
  

Where a Service operates on a rolling monthly basis, either party may terminate it by giving 30 days' written notice.

All fees and usage charges accrued up to the termination date remain payable.

Termination does not entitle you to a refund for work already performed or periods already supplied.

24. Suspension

We may suspend a Service where reasonably necessary because of:

• non-payment;
• suspected unlawful activity;
• security risk;
• misuse;
• a regulatory requirement;
• breach of these Terms;
• a third-party platform suspension; or
• activity likely to cause material harm to another person or our systems.
  
  

Where reasonably possible, we will tell you why the Service has been suspended and what is required to restore it.

25. No Guaranteed Commercial Outcome

Marketing and AI Services depend on factors beyond our control.

Unless expressly stated otherwise in writing, we do not guarantee:

• enquiry volumes;
• lead quality;
• sales;
• admissions;
• occupancy;
• appointments;
• search rankings;
• advertising results;
• conversion rates;
• cost savings; or
• other commercial outcomes.
  
  

Our obligation is to provide the agreed Service with reasonable skill and care.

26. Intellectual Property and Customer Materials

You retain ownership of material and information you provide to us.

You grant us a non-exclusive licence to use that material only to the extent reasonably necessary to provide, support and maintain the Services and otherwise as expressly agreed with you.

We retain ownership of our methods, know-how, templates, configurations and other intellectual property developed independently of your proprietary material.

Third-party software and technology remain the property of their respective owners.

27. Confidentiality

Each party must keep confidential any commercially sensitive or confidential information received from the other party and use it only for the purposes of the relationship.

This obligation does not apply to information which:

• is already lawfully public;
• was lawfully known before disclosure;
• is independently developed; or
• must be disclosed by law.

28. Case Studies and Publicity

We will not publish a case study identifying your organisation without your agreement.

Where a discounted rate or other commercial arrangement has been agreed in exchange for participation in a case study, the precise arrangement will be stated in the relevant proposal.

Unless specifically agreed otherwise, participation means reasonably cooperating in documenting the results and experience of the Service. It does not require you to provide a positive testimonial or approve any statement that you reasonably believe is inaccurate.

29. Availability and Maintenance

We aim to provide reliable Services, but no website, telecommunications platform, AI system or third-party integration can be guaranteed to operate continuously without interruption.

We may carry out maintenance, updates or configuration changes where reasonably necessary.

If a third-party provider materially changes or withdraws a feature required for a Service, we may need to modify the way that Service is delivered.

30. Liability

Nothing in these Terms limits or excludes liability where doing so would be unlawful, including liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation; or
• any other liability that cannot lawfully be excluded.
  
  

Subject to the above, neither party will be liable to the other for indirect or consequential loss, loss of anticipated profits, loss of business opportunity or loss of goodwill arising from the Agreement.

Subject to the above, our total aggregate liability arising from the relevant Service will not exceed the total fees paid or payable to us for that Service during the 12 months immediately preceding the event giving rise to the claim.

31. Indemnity for Unlawful Customer Instructions

You are responsible for the legality of the data, audiences, content and instructions you provide to us.

You will indemnify us against third-party claims, regulatory costs and reasonable losses arising directly from:

• contact data you were not entitled to use;
• unlawful marketing instructions;
• unlawful or misleading content supplied by you; or
• your material breach of applicable data-protection or direct-marketing law, except to the extent the relevant loss was caused by our own breach, negligence or unlawful conduct.

32. Force Majeure

Neither party will be responsible for delay or failure caused by events outside its reasonable control.

This may include telecommunications failures, widespread internet outages, utility failures, natural disasters, government action and material failure of essential third-party infrastructure.

33. Changes to These Terms

We may update these Terms to reflect changes in our Services, technology or applicable law.

Where a change materially affects an existing paid Service, we will provide reasonable notice before the change takes effect unless an immediate change is required by law or for security reasons.

We will not retrospectively change the commercial terms of a signed fixed-term agreement unless both parties agree or the law requires it.

34. Governing Law

These Terms and any dispute or claim arising from them are governed by the laws of England and Wales.

The courts of England and Wales will have exclusive jurisdiction.

35. Contact Details

Pro Care Websites Ltd
Company number: 16243971
Registered office: 17b Espace North, 181 Wisbech Road, Ely, Cambridgeshire, England, CB6 1RA

Email: hello@procarewebsites.com