(1) Caelus Global Ltd — company no. 17201074, registered office 124-128 City Road, London, England, EC1V 2NX, operating the Mocean AI voice-agent service ("Supplier", "we", "us").
(2) The Customer — you, the entity identified at acceptance (the company name, your full name, your role, and the email address you sign in with on the Mocean setup page form the binding identification of the Customer for this Agreement) ("Customer", "you").
Effective date: the date you click Accept on the Mocean setup page.
This Master Services Agreement ("Agreement") governs the supply of the Mocean service by the Supplier to the Customer. The Data Processing Agreement entered into between the parties forms part of this Agreement.
1.1 "Mocean" (the "Service") is an AI voice-agent service that answers the Customer's inbound telephone enquiries (and, where enabled, web-form enquiries), conducts an automated conversation to qualify the enquiry, captures the enquiry details, books appointments, and passes the resulting record into the Customer's CRM.
1.2 The Supplier will provide the Service with reasonable skill and care. The Service is an automated, AI-based system provided on an "as available" basis: the Supplier works continually to maintain and improve it but does not guarantee that it will be uninterrupted or error-free, or that it will achieve any specific result, lead volume or conversion rate. The Customer remains responsible for reviewing the bookings and records the Service produces (see clause 8.4).
1.3 The Service relies on third-party platforms including (without limitation) telephony, speech, and AI-model providers (the "Third-Party Platforms"). The Supplier is not responsible for the acts, omissions, outages, pricing changes, discontinuation, or performance of any Third-Party Platform, and any failure of the Service caused by a Third-Party Platform is not a breach of this Agreement by the Supplier.
1.4 Configuration, prompt content, voice, and call handling may be adjusted by the Supplier from time to time to improve or maintain the Service.
2.1 The Customer is the data controller for personal data processed through the Service and is responsible for: (a) having a lawful basis to collect and process that data; (b) maintaining its own registration with the ICO and paying the data protection fee where required; (c) providing appropriate privacy information to, and where required obtaining consents from, its own customers, including in relation to call recording and interaction with an automated/AI agent; and (d) the accuracy of information and instructions it gives the Supplier.
2.2 The Customer will not use the Service unlawfully, to process special category data, or in a way that brings the Supplier or the Service into disrepute.
2.3 The Customer is responsible for its own CRM and systems into which records are delivered.
3.1 The charges for the Service are £600 per month. There are no set-up or onboarding fees.
3.2 Charges are payable monthly in advance. The first month's charge is payable on acceptance of this Agreement. Following receipt of the first payment, the Supplier will carry out onboarding and configuration (which requires the Customer's participation, e.g. providing access and completing a short setup session). The Service is activated on completion of onboarding (the "Go-Live Date"), and the first and each subsequent monthly period runs from the Go-Live Date. Charges are exclusive of VAT.
3.3 The Supplier may suspend the Service on 7 days' notice if any undisputed sums remain unpaid, without that suspension being a breach by the Supplier.
3.4 The Supplier may change the charges on 30 days' notice; if the Customer does not accept a change it may terminate under clause 6 before the change takes effect.
4.1 The Supplier owns and retains all intellectual property rights in the Service, the Mocean platform, software, prompts, configurations, and any improvements. Nothing transfers ownership of any of that to the Customer.
4.2 The Supplier grants the Customer a non-exclusive, non-transferable right to use the Service during the term, for the Customer's own internal business purposes.
4.3 The Customer owns its own data and the enquiry records generated for it. The Supplier may use aggregated, anonymised, non-identifying usage data to operate and improve the Service.
5.1 Each party will comply with the Data Processing Agreement between the parties, which is incorporated into this Agreement and governs the processing of personal data. In the event of conflict on data-protection matters, the Data Processing Agreement prevails.
6.1 This Agreement starts on the Effective date and continues on a rolling monthly basis until terminated. There is no minimum term and no fixed commitment period.
6.2 Either party may cancel at any time by written notice. Cancellation takes effect at the end of the then-current paid month; the Customer is not charged for any month beyond that, and monthly charges already paid are not refunded.
6.3 Either party may terminate immediately if the other commits a material breach not remedied within 14 days of notice, or becomes insolvent, enters administration, liquidation, or ceases to trade.
6.4 On termination: the Customer pays charges due up to termination; the Supplier ceases providing the Service; and the parties deal with personal data as set out in the Data Processing Agreement.
7.1 Each party warrants it has authority to enter into this Agreement.
7.2 Except as expressly stated, all warranties, conditions and terms implied by statute or common law (including satisfactory quality, fitness for purpose, and that the Service is error-free or will meet the Customer's requirements) are excluded to the fullest extent permitted by law.
8.1 Nothing in this Agreement limits or excludes either party's liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; the Customer's obligation to pay charges; or any liability that cannot be limited or excluded by law.
8.2 Subject to clause 8.1, neither party is liable to the other for any: loss of profit; loss of revenue; loss of anticipated savings; loss of business or goodwill; loss or corruption of data beyond direct restoration cost; or any indirect or consequential loss, in each case whether arising in contract, tort (including negligence), or otherwise.
8.3 Subject to clauses 8.1 and 8.2, the total aggregate liability of the Supplier to the Customer arising out of or in connection with this Agreement (including the Data Processing Agreement) in any 12-month period is limited to the total charges paid by the Customer to the Supplier in the 12 months immediately before the event giving rise to the claim (or, if the Agreement has been running for less than 12 months, the total charges paid to date).
8.4 The Customer acknowledges the Service is an automated system that may make errors, and that the Customer remains responsible for reviewing and acting on the records and bookings it produces.
9.1 Each party will keep the other's confidential information confidential and use it only to perform this Agreement, except where disclosure is required by law.
10.1 Neither party is liable for failure or delay caused by events beyond its reasonable control, including Third-Party Platform outages or changes, internet or telecommunications failures, or acts of government.
11.1 This Agreement and the Data Processing Agreement are the entire agreement between the parties and supersede prior discussions.
11.2 Neither party may assign this Agreement without the other's consent, save that the Supplier may assign to a successor of its business.
11.3 No variation is effective unless agreed in writing by both parties.
11.4 This Agreement does not create any partnership, agency or employment relationship.
11.5 This Agreement is governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.
Caelus Global Ltd accepts this Agreement by publishing it and providing the Service under it. The Customer accepts this Agreement by clicking the Accept button on the Mocean setup page. The full name, role, and company legal name the Customer provides at acceptance, together with the email address used to sign in, the IP address, user-agent, and timestamp recorded at the moment of acceptance, constitute the Customer's signature for the purposes of this Agreement.