Terms and Conditions

Welcome to Catalect. These Terms and Conditions (the "Terms") govern your access to and use of our website at www.catalect.io (the "Website"), our ConvoIQ platform, and the AI solutions and project services we provide. Please read them carefully. By accessing the Website or using any of our Services, you agree to be bound by these Terms. If you do not agree, please do not use the Website or our Services.

If you are using our Services on behalf of a company or other organization, you confirm that you have the authority to accept these Terms on its behalf, and "you" refers to that organization.

1. Who We Are

The Website and Services are operated by Catalect Pvt. Ltd., a company operating in the United Kingdom and Pakistan ("Catalect", "we", "us" or "our").

Catalect is an artificial intelligence company. We offer (a) ConvoIQ, an AI-powered voice and chat agent platform that enables businesses to automate and manage customer conversations; and (b) AI Project Services, which include consulting, design, development, integration, deployment and support of custom AI solutions.

2. Definitions

"Services" means, collectively, the Website, the ConvoIQ platform and any AI Project Services provided by Catalect.

"ConvoIQ" or the "Platform" means Catalect's AI voice and chat agent software, including any related applications, dashboards, APIs, integrations, updates and documentation.

"AI Project Services" means professional services relating to artificial intelligence that Catalect performs for a client under a proposal, statement of work or similar document.

"Customer Agreement" means any order form, subscription agreement, master services agreement, statement of work or proposal that has been accepted or otherwise agreed in writing by you and Catalect, together with any applicable DPA or SLA agreed between the parties.

"Customer Data" means any data, content, recordings, transcripts, documents, knowledge base material or other information that you or your end users submit to, or process through, the Services.

"Output" means any response, text, speech, summary, classification, recommendation or other content generated by the Services, including by AI models.

"End Users" means your customers, prospects or other individuals who interact with an AI agent you deploy using ConvoIQ.

3. Relationship with Customer Agreements

These Terms apply to all use of the Website and form the general terms for our Services. Where you have entered into a Customer Agreement with Catalect, that Customer Agreement will govern the specific scope, pricing, service levels and commercial terms of the Services provided to you.

Depending on the Services you use, your Customer Agreement may consist of one or more of the following documents: a Master Services Agreement ("MSA"); an order form or subscription agreement ("Order Form"); a statement of work or project proposal ("SOW"); a data processing agreement ("DPA"); and a service level agreement ("SLA"). Only documents that have been agreed in writing between you and Catalect form part of your Customer Agreement.

If there is any conflict or inconsistency between these documents, the following order of precedence applies, to the extent of that conflict: (a) the DPA, in relation to the processing of personal data only; (b) the SLA, in relation to service levels, uptime and support commitments only; (c) the applicable Order Form or SOW, in relation to the specific Services, scope, deliverables and fees it covers; (d) the MSA; and (e) these Terms.

Where no Customer Agreement has been entered into, or where a Customer Agreement does not address a particular matter, these Terms apply.

Any terms and conditions contained in your purchase orders, vendor registration forms or similar documents will not apply to the Services, even if accepted or acknowledged by Catalect, unless expressly agreed in writing by an authorized representative of Catalect.

4. Eligibility and Accounts

You must be at least 18 years old and able to enter into a legally binding contract to use our Services. Our Services are intended for business use and are not directed at consumers or children.

Where access to ConvoIQ requires an account, you agree to provide accurate and complete information and to keep it up to date. You are responsible for maintaining the confidentiality of your login credentials and for all activity that takes place under your account.

You must notify us promptly at info@catalectconsulting.com if you become aware of any unauthorised access to or use of your account.

5. Use of the Website

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable and revocable right to access and use the Website for lawful business and informational purposes.

Content published on the Website, including articles, case studies and product descriptions, is provided for general information only. It does not constitute professional, legal or technical advice and may be updated or withdrawn at any time without notice.

6. Acceptable Use

You agree not to use the Services, or allow anyone else to use them, to:

• break any applicable law or regulation, including laws on telecommunications, telemarketing, consumer protection, data protection, privacy and electronic communications;
• contact any person by voice call, SMS, WhatsApp or other channel without the consent or other lawful basis required by applicable law, or send spam or unsolicited bulk communications;
• record or monitor conversations without giving the notices and obtaining the consents required by applicable law;
• impersonate any person or organization, or mislead End Users about the fact that they are interacting with an AI agent where disclosure is required by law or by the policies of the relevant channel;
• generate or distribute content that is fraudulent, deceptive, defamatory, harassing, hateful, sexually explicit, violent or otherwise harmful;
• conduct phishing, social engineering, scams or any form of fraud;
• make decisions that produce legal or similarly significant effects on individuals (for example in credit, employment, insurance or healthcare) based solely on Output, without appropriate human review;
• upload or transmit viruses, malware or any harmful code, or interfere with or disrupt the integrity, security or performance of the Services;
• attempt to gain unauthorized access to the Services or related systems, or to bypass any usage limits or security measures;
• copy, reverse engineer, decompile, or attempt to extract the source code, models, system prompts, configurations, training data or underlying structure of the Platform, except to the extent permitted by law;
• access or use the Platform for the purpose of systematically copying or replicating its features, functionality, design or underlying technology in order to build a competing platform or service; or
• resell, sublicense or provide the Services to third parties except as expressly permitted in a Customer Agreement.

We may investigate any suspected breach of this section and may suspend or restrict access to the Services where we reasonably believe a breach has occurred.

7. ConvoIQ Platform

ConvoIQ is provided on a subscription or usage basis as set out in your Customer Agreement. Features, plans and usage limits may vary by subscription.

You are responsible for configuring your AI agents, including the prompts, scripts, knowledge sources, call flows and escalation paths they use, and for ensuring that this configuration is accurate and lawful.

You are solely responsible for your communications with End Users, including obtaining all required consents, providing all required notices (such as call recording and AI disclosure notices), and honouring opt-out requests.

ConvoIQ may connect to third-party channels and providers, such as telephony carriers, WhatsApp and other messaging platforms, CRMs and AI model providers. Your use of those channels may be subject to their own terms and policies, which you agree to comply with. Catalect is not responsible for the availability, changes or actions of third-party providers.

We continuously improve the Platform and may add, modify or remove features from time to time. We will make reasonable efforts to notify you in advance of any change that materially reduces the core functionality of a subscription you have paid for.

Any service levels, uptime commitments or support response times apply only where they are set out in your Customer Agreement.

8. AI Project Services

The scope, deliverables, timelines, fees and acceptance criteria for AI Project Services will be set out in a proposal, statement of work or other Customer Agreement. You agree to provide timely access to the information, data, systems, personnel and decisions reasonably required for us to perform the AI Project Services. Delays or changes caused by missing inputs may affect timelines and fees.

Any change to the agreed scope must be agreed in writing and may result in adjustments to fees and timelines. Unless otherwise agreed in writing, AI solutions are delivered based on the data, requirements and technology available at the time of delivery. Model performance may vary over time as data, usage and third-party models change.

9. AI-Generated Output

Our Services use artificial intelligence, which is probabilistic by nature. While we work to make Output useful and accurate, Output may be incomplete, inaccurate, outdated or inappropriate, and similar inputs may produce different Output.

You are responsible for reviewing Output before relying on it, and for implementing appropriate human oversight, especially for decisions or communications that may affect the rights, finances, health or safety of any person. Output must not be treated as professional legal, financial, medical or other regulated advice.

As between you and Catalect, and subject to your compliance with these Terms and payment of applicable fees, you may use Output generated for you for your business purposes.

For clarity, nothing in these Terms restricts you from using Output, or ideas and workflows reflected in Output, in your own internal operations, products or services. The restrictions in Section 6 apply to misuse of the Platform and Catalect's proprietary technology, not to ordinary use of Output.

10. Fees and Payment

Fees for the Services are set out in your Customer Agreement or in the pricing agreed with us in writing. Unless stated otherwise, fees are exclusive of applicable taxes, which you are responsible for paying. Invoices are payable in accordance with the payment terms set out in your Customer Agreement. Third-party usage charges, such as telephony minutes, messaging fees or AI model usage, may be billed separately in line with your Customer Agreement.

If payment is overdue, we may, after giving reasonable notice, suspend access to the Services until all outstanding amounts are paid. Except where required by law or expressly stated in a Customer Agreement, fees paid are non-refundable.

11. Intellectual Property

Catalect and its licensors own all rights, title and interest in the Website, ConvoIQ, our software, models, workflows, methodologies, know-how, templates, documentation and all related intellectual property, including any improvements to them. The names "Catalect" and "ConvoIQ" and associated logos are our trademarks. Nothing in these Terms transfers ownership of any of these to you.

Ownership of deliverables created specifically for you under AI Project Services will be as set out in the relevant Customer Agreement. Where the Customer Agreement is silent, Catalect retains ownership of its pre-existing materials and general-purpose tools, and grants you a non-exclusive licence to use them as part of the deliverables for your internal business purposes.

If you provide feedback or suggestions about our Services, we may use them freely without any obligation to you.

12. Information collected through cookies and similar technologies

You retain all ownership rights in your Customer Data. You grant Catalect a limited licence to host, process, transmit and use Customer Data solely as needed to provide, secure, maintain and support the Services, and as otherwise instructed by you. You are responsible for the accuracy, quality and legality of Customer Data, and for having all rights, notices and consents needed for us to process it on your behalf.

We may collect and use aggregated and anonymised data about the use and performance of the Services, which does not identify you or any individual, to operate, analyse and improve the Services. We will not use Customer Data to train AI models made available to other customers without your prior written consent.

We implement reasonable technical and organisational measures to protect Customer Data. However, no system is completely secure, and we cannot guarantee absolute security.

Each party will comply with the data protection, privacy, cybersecurity and electronic communications laws applicable to it in connection with the Services. Depending on the parties, the Services and the locations of the relevant individuals, these laws may include the UK General Data Protection Regulation, the Data Protection Act 2018 and other applicable laws and regulations. Where Catalect processes personal data on your behalf, the terms of any applicable Data Processing Agreement ("DPA") between us will also apply.

Our handling of personal information is described in our Privacy Policy, published on the Website, which forms part of these Terms.

13. Confidentiality

Each party may receive confidential information from the other in connection with the Services. Each party agrees to keep the other party's confidential information confidential, to use it only for the purposes of the relationship, and to protect it with at least reasonable care.

These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already lawfully known to the receiving party, is independently developed, or must be disclosed by law or court order (in which case the receiving party will, where lawful, give prior notice).

14. Third-Party Links and Services

The Website and Services may contain links to, or integrations with, third-party websites, platforms and services. These are provided for convenience only. We do not control and are not responsible for third-party content, products, services or practices, and your use of them is at your own risk and subject to their terms.

15. Disclaimers

Except as expressly set out in a Customer Agreement, the Website and Services are provided on an "as is" and "as available" basis. To the fullest extent permitted by law, Catalect disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement and accuracy.

We do not warrant that the Services will be uninterrupted, error-free or free from harmful components, or that they will achieve any particular business result, such as specific conversion, cost-saving or performance figures.

16. Limitation of Liability

To the fullest extent permitted by law, Catalect will not be liable for any indirect, incidental, special, consequential or punitive damages, or for any loss of profits, revenue, business, goodwill or data, arising out of or in connection with the Website or Services, however caused.

Subject to Section 16.3, Catalect's total aggregate liability arising out of or in connection with these Terms or the Services, whether in contract, tort (including negligence), breach of statutory duty or otherwise, will not exceed the total fees paid or payable by you to Catalect for the Services giving rise to the claim during the 12 months immediately preceding the event giving rise to the claim.

Nothing in these Terms excludes or limits any liability to the extent that such exclusion or limitation is prohibited by applicable law.

17. Indemnification

You agree to defend, indemnify and hold harmless Catalect and its directors, employees and partners from and against any claims, losses, damages, liabilities, penalties and expenses (including reasonable legal fees) arising out of: (a) your breach of these Terms or applicable law; (b) your Customer Data; (c) your communications with End Users, including any failure to obtain required consents or give required notices; or (d) your misuse of the Services or Output.

18. Suspension and Termination

We may suspend or terminate your access to the Website or Services, in whole or in part, if you materially breach these Terms, if your use poses a security, legal or reputational risk to Catalect or others, or if we are required to do so by law or by a third-party provider. Termination of a subscription or project is otherwise governed by your Customer Agreement.

Upon termination, your right to use the Services will end. Subject to your Customer Agreement and applicable law, you may request an export of your Customer Data within 30 days of termination, after which we may delete it. Sections that by their nature should survive termination, including those on intellectual property, confidentiality, disclaimers, limitation of liability, indemnification and governing law, will survive.

19. Changes to These Terms

We may update these Terms from time to time. When we do, we will revise the "Last Updated" date above and, where changes are material, take reasonable steps to notify you, for example by email or a notice on the Website. Your continued use of the Website or Services after the updated Terms take effect means you accept them.

20. Governing Law and Disputes

These Terms are governed by the laws of Pakistan, without regard to conflict-of-law principles. The parties will first try in good faith to resolve any dispute informally through senior representatives within 30 days of written notice. If the dispute is not resolved, it will be subject to the exclusive jurisdiction of the courts of Karachi, Pakistan, unless otherwise agreed in a Customer Agreement.

21. General

Entire agreement. These Terms, together with our Privacy Policy and any Customer Agreement, form the entire agreement between you and Catalect regarding their subject matter.

Assignment. You may not assign or transfer your rights under these Terms without our prior written consent. We may assign our rights to an affiliate or in connection with a merger, acquisition or sale of assets.

Force majeure. Neither party will be liable for delays or failures caused by events beyond its reasonable control, including outages of telecommunications networks, internet or third-party service providers, natural disasters, government actions or civil unrest.

Severability. If any provision of these Terms is found unenforceable, the remaining provisions will continue in full force and effect.

No waiver. A failure or delay in enforcing any right does not waive that right.

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

15. Marketing communications

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

Catalect Pvt. Ltd.

Offices in Karachi, Pakistan and London, United Kingdom

Email: privacy@catalect.io

Website: www.catalect.io