Terms of Service

1.1These terms (the Agreement) are between Slate Systems Ltd, a company registered in England and Wales under company number 17243517, whose registered office is at 71–75 Shelton Street, Covent Garden, London, WC2H 9JQ (Slate, we, us), and the business identified on the account (you, Customer). Slate OS is a trading name of Slate Systems Ltd.

1.2By creating an account, clicking to accept, or using the Service, you agree to this Agreement. If you are accepting on behalf of a company or other legal entity, you warrant that you have authority to bind that entity.

1.3This Agreement, together with its Schedules, the Privacy Policy and any order form or plan selection, is the entire agreement between us and supersedes all prior discussions.

1.4If any provision of this Agreement conflicts with a Schedule, the Schedule prevails in respect of its subject matter.

In this Agreement:

• Service means the Slate OS software-as-a-service platform, including the web application, installable mobile application, APIs, automations and any documentation.
• Customer Data means all data you or your Users upload to, generate within, or transmit through the Service, including records relating to your own customers.
• End Customer means a person or business who is a customer, prospect or contact of yours, whose details appear in the Service.
• User means an individual you authorise to access the Service under your account.
• Wallet means the prepaid balance from which messaging charges are deducted, as described in clause 7.
• Messaging means SMS, email, voice calls and any other communication despatched through the Service.
• Subscription Term means the monthly or annual period for which you have paid.
• Data Protection Laws means the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003 (PECR) and any successor legislation.

3.1The Service is supplied for use in the course of a trade, business, craft or profession. By entering into this Agreement you confirm you are acting for business purposes and not as a consumer.

3.2Where you are a sole trader or an unincorporated partnership, nothing in this Agreement excludes or restricts any statutory right you may have that cannot lawfully be excluded. If any provision is held unenforceable against you on that basis, the remainder continues in force.

3.3You must be at least 18 years old and legally capable of entering into binding contracts.

4.1You must provide accurate registration information and keep it current. Accounts are authenticated through our identity provider and secured by credentials you control.

4.2You are responsible for all activity under your account, for maintaining the confidentiality of credentials, and for the acts and omissions of your Users as if they were your own.

4.3You must notify us without undue delay at security@slateos.co.uk if you become aware of any unauthorised access to or use of your account.

4.4You must not share a single User login between individuals where your plan is licensed per User.

5.1The Service is offered in tiers. Features included in each tier are as described at the point of purchase. We may add features to a tier at any time; we will not materially remove a feature from a tier you have paid for during your current Subscription Term without giving you the option to terminate under clause 22.3.

5.2Subscriptions renew automatically at the end of each Subscription Term at the then-current price for your plan, unless cancelled before renewal.

5.3You may cancel at any time through your account settings. Cancellation takes effect at the end of the Subscription Term you have paid for. You retain access until that date.

5.4Where a plan or feature is described as being in development, in build, or on an early-access list, it is not part of the Service you are purchasing and we give no commitment as to whether or when it will be released. Do not subscribe in reliance on an unreleased feature.

5.5Where you have been offered a founding-member or other promotional rate, that rate applies for so long as your subscription remains continuously active. If you cancel and later resubscribe, the then-current standard price applies.

6.1You agree to pay the subscription fee for your chosen plan and, where applicable, a one-off onboarding fee. Fees are stated exclusive of VAT unless expressly stated otherwise, and VAT will be added at the prevailing rate where chargeable.

6.2Subscription fees are payable in advance and are non-refundable except where required by law or expressly stated in this Agreement. We do not provide pro-rata refunds for partial periods, unused capacity, or periods following your own decision to stop using the Service.

6.3Card payments are processed by Stripe. You authorise us to charge your stored payment method for all sums due. You are responsible for keeping a valid payment method on file.

6.4If a payment fails, we may retry it, and your account may be marked past due. We may suspend access under clause 20.2 if payment remains outstanding.

6.5We may charge interest on overdue sums at 4% above the Bank of England base rate, accruing daily, under the Late Payment of Commercial Debts (Interest) Act 1998.

6.6We may change our prices. Any change takes effect at your next renewal and we will give you at least 30 days' notice in writing. If you do not accept a price increase you may cancel before it takes effect.

6.7Onboarding fees are earned when the onboarding work is performed and are non-refundable once that work has begun.

7.1Messaging is charged separately from your subscription and is deducted from a prepaid Wallet balance. Prevailing rates are shown in the Service and at the point of purchase.

7.2Paid plans include a recurring monthly messaging credit. That credit is applied to your Wallet, is not exchangeable for cash, is not refundable, and carries no value on termination.

7.3Top-up amounts you pay for are your funds held as a prepayment against future Messaging. On termination we will refund any unused balance that you paid for, on written request within 90 days of termination, less any sums you owe us. Promotional credit, signup bonuses and plan allowances are excluded from any refund.

7.4If your Wallet balance reaches zero, outbound Messaging will stop. This includes automated features such as missed-call text-back, payment reminders and review requests.

7.5We may enable auto top-up where you have configured it. You authorise us to charge your payment method for the amount and at the threshold you set.

7.6Messaging charges are calculated by us based on records from our upstream providers. Those records are conclusive in the absence of manifest error. Message segment counts follow standard GSM-7 and UCS-2 encoding rules; a single message containing certain characters may count as more than one segment.

7.7We may suspend Messaging immediately, without notice, where we reasonably believe it is being used in breach of clause 8 or Schedule 2, or where an upstream carrier requires it.

8.1You are solely responsible for ensuring that every message despatched through the Service complies with applicable law, including PECR, the UK GDPR, the Communications Act 2003 and any applicable industry code.

8.2In particular, you must ensure that you have a lawful basis and, where required, valid consent or a properly established soft opt-in before sending marketing by SMS or email; that every marketing message identifies you as the sender; and that every marketing message provides a working and free means of opting out.

8.3You acknowledge that under PECR the regulator treats sole traders and unincorporated partnerships as individual subscribers, and that direct marketing to them by electronic mail generally requires consent or a soft opt-in.

8.4You must honour opt-out requests promptly and must not use the Service to contact anyone who has asked you to stop, or any number registered with the Telephone Preference Service or Corporate Telephone Preference Service where the law requires you to screen against it.

8.5Automated features including missed-call text-back operate on your instruction and on your configuration. Enabling them is your decision, and the content of the templates is yours.

8.6You are responsible for the accuracy of the recipient details you enter or import. We do not verify that a number belongs to the person you believe it belongs to.

8.7We may inspect message content, volumes and complaint rates for the purposes of fraud prevention, network protection and compliance with upstream carrier requirements.

9.1The Service allows you to generate payment links and invoices that your End Customers can pay by card. Those payments are processed by Stripe under a direct relationship between you and Stripe, governed by Stripe's own terms.

9.2We are not a bank, payment institution, payment service provider, e-money issuer or merchant of record. We do not hold, receive, route or have any entitlement to your customers' funds. Money flows from your customer to your Stripe account.

9.3You are responsible for your relationship with Stripe, including onboarding, identity verification, payout configuration and compliance with Stripe's acceptable use policy. We have no control over, and accept no liability for, Stripe suspending, restricting, freezing or closing your account, delaying a payout, or holding a reserve.

9.4Chargebacks, refunds, disputes and fraud losses arising from your transactions are between you, your End Customer and Stripe. We accept no liability for them.

9.5Where you choose to store your own payment provider credentials in the Service, you do so at your own risk and you remain responsible for the security consequences of that choice, including rotating those credentials if you suspect compromise. We store such credentials in encrypted form and use them only to carry out actions you instruct.

9.6Any bank details you store in the Service are stored solely so that they can be displayed on documents you generate. We do not initiate bank transfers and we do not verify those details.

9.7Invoices, quotes and other documents generated by the Service are produced from data and settings you supply. You are responsible for their accuracy, for their compliance with invoicing and VAT requirements, and for your own tax affairs. Slate does not provide accounting, tax or legal advice.

10.1The Service integrates with and depends on third-party platforms, including a customer relationship and communications platform, a payments platform, an authentication provider, hosting, database, queueing and AI providers. A current list is maintained in the Privacy Policy.

10.2Your use of those platforms may be subject to their own terms. Where an integration requires you to authorise access to an account you hold, you are responsible for maintaining that authorisation.

10.3We are not responsible for the acts, omissions, availability, security or pricing of third-party platforms. If a third party discontinues, degrades, restricts or materially reprices its service, we may need to modify or discontinue the corresponding functionality. We will give you as much notice as is reasonably practicable.

10.4Where the Service surfaces information about third parties, including competitor or market information, that information is drawn from public sources or generated by automated analysis. We do not warrant its accuracy and it must not be relied upon as a statement of fact about any identified business.

11.1Certain features use artificial intelligence and statistical models to produce summaries, forecasts, scores, recommendations and written content (AI Output). AI Output is generated from data available to the model and is probabilistic in nature.

11.2We give no warranty as to the accuracy, completeness, reliability or fitness for purpose of AI Output, and to the fullest extent permitted by law we exclude all liability arising from your reliance on it.

11.3Where AI Output includes illustrative, placeholder or example figures, those figures are not statements of fact about your business or any other business, and are marked or reasonably identifiable as such.

11.4You must not use AI features to generate content that is unlawful, defamatory, misleading, or that infringes another person's rights, and you remain responsible for any content you publish or send that was generated with their assistance.

11.5We do not permit our AI sub-processors to use Customer Data to train general-purpose foundation models. Details of AI processing are set out in the Privacy Policy.

12.1You must comply with Schedule 2 (Acceptable Use Policy). Breach of Schedule 2 is a material breach of this Agreement.

12.2You must not use the Service to store or transmit special category personal data as defined in the UK GDPR, or criminal offence data, unless you have first agreed additional terms with us in writing. The Service is not designed for those categories.

12.3You must not attempt to circumvent usage limits, rate limits, billing or security controls, reverse engineer the Service, or use it to build a competing product.

13.1We will use commercially reasonable efforts to keep the Service available, but we do not commit to a guaranteed uptime percentage and the Service is not offered with a service level agreement unless we have agreed one with you in writing.

13.2We may carry out planned maintenance and will use reasonable efforts to schedule it outside normal working hours and to give advance notice where practicable. Emergency maintenance may be carried out at any time.

13.3Support is provided by electronic means during normal business hours in the United Kingdom. We aim to respond promptly but do not guarantee a response or resolution time unless expressly agreed.

13.4Offline functionality allows certain actions to be recorded without connectivity and synchronised later. We do not warrant that data captured offline will synchronise successfully in every circumstance, including where a device is lost, reset, or its storage is cleared before synchronisation completes.

14.1We and our licensors own all intellectual property rights in the Service, including all software, interfaces, designs, documentation and branding. Nothing in this Agreement transfers any of those rights to you.

14.2We grant you a non-exclusive, non-transferable, revocable licence to access and use the Service during the Subscription Term for your internal business purposes.

14.3You own all intellectual property rights in Customer Data. You grant us a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, display, adapt and process Customer Data strictly to the extent necessary to provide, secure and support the Service and to comply with law.

14.4You grant us a licence to use your business name and logo to identify you as a customer, which we will cease using on written request.

14.5If you provide feedback, suggestions or feature requests, you grant us a perpetual, irrevocable, royalty-free licence to use them without restriction or obligation to you.

14.6We may create and use aggregated and anonymised statistics derived from use of the Service, provided such statistics do not identify you, any User, or any End Customer, and cannot reasonably be used to do so.

15.1Each party may receive information from the other that is confidential. Each party will keep the other's confidential information secret, use it only for the purposes of this Agreement, and disclose it only to those of its personnel and advisers who need it and who are under equivalent obligations.

15.2These obligations do not apply to information that is or becomes public through no breach, was already lawfully known, is independently developed, or must be disclosed by law or a regulator.

15.3These obligations survive termination for five years.

16.1Each party will comply with Data Protection Laws. Schedule 1 sets out the terms on which we process personal data on your behalf and forms part of this Agreement.

16.2In respect of End Customer data you enter into the Service, you are the controller and we are your processor. In respect of your own account, billing and usage data, we are a controller in our own right, and our processing is described in the Privacy Policy.

16.3You warrant that you have a lawful basis for providing End Customer data to us and for instructing us to process it, and that you have given any privacy information required by Data Protection Laws to those individuals.

17.1We warrant that we will provide the Service with reasonable skill and care, and that we have the right to enter into this Agreement.

17.2Except as expressly set out in this Agreement, and to the fullest extent permitted by law, all warranties, conditions and terms implied by statute or common law are excluded. In particular we do not warrant that the Service will be uninterrupted, error-free, or that it will meet your requirements.

17.3We do not warrant that use of the Service will result in any particular commercial outcome, including any number of enquiries, jobs, conversions, reviews or revenue. Any figures shown in marketing materials, calculators or examples are illustrative only.

17.4You are responsible for maintaining your own records. While we take backups for our own resilience purposes, we do not offer a customer-facing backup or restore service and you should export data you cannot afford to lose.

18.1Subject to clause 18 above, neither party is liable to the other for any loss of profit, loss of revenue, loss of anticipated savings, loss of business or business opportunity, loss of goodwill, loss of or corruption of data, or any indirect or consequential loss, in each case however arising.

18.2Subject to clause 18 above, our total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the greater of (a) the total fees paid by you to us in the twelve months immediately preceding the event giving rise to the claim, and (b) £1,000.

18.3We are not liable for any loss arising from: your breach of clause 8 or Schedule 2; regulatory action taken against you; the acts or omissions of any third-party platform; your Wallet reaching zero; a payment provider suspending, restricting or closing your account; the accuracy of AI Output; or data you failed to export before termination.

18.4Each provision of this clause operates separately. If any part is held unenforceable, the remaining parts continue to apply.

18.5You must bring any claim under this Agreement within twelve months of becoming aware of the circumstances giving rise to it.

19.1You will indemnify us against all losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising from or in connection with: (a) your breach of clause 8 (messaging and PECR) or Schedule 2; (b) any claim by an End Customer or third party relating to messages sent through your account; (c) any regulatory investigation, enforcement notice or penalty arising from your use of the Service; and (d) your breach of clause 16.3.

19.2We will notify you promptly of any claim to which this indemnity applies, allow you to control the defence and settlement (provided no settlement admits liability on our part or imposes obligations on us without our consent), and give you reasonable assistance at your cost.

20.1This Agreement begins when you first accept it and continues until terminated in accordance with this clause.

20.2We may suspend your access immediately, in whole or in part, where: payment is overdue; we reasonably believe you are in breach of clause 8, clause 12 or Schedule 2; your use poses a security, legal or reputational risk, or threatens the integrity of the Service; or we are required to do so by law, a regulator or an upstream provider. We will notify you and, where the cause is capable of remedy, restore access once it is remedied.

20.3Either party may terminate this Agreement immediately on written notice if the other commits a material breach that is not remedied within 30 days of written notice, or becomes insolvent, enters administration, has a receiver appointed, or ceases to carry on business.

20.4You may terminate for convenience at any time by cancelling your subscription, effective at the end of the current Subscription Term.

20.5We may terminate for convenience on 60 days' written notice. If we do, we will refund a pro-rata portion of any subscription fee you have paid covering the period after termination.

21.1On termination your right to access the Service ends and all outstanding fees become immediately payable.

21.2For 30 days after termination we will, on written request, make Customer Data available for export in a commonly used machine-readable format. After that period we may delete it.

21.3We will delete or return Customer Data in accordance with Schedule 1, subject to any retention required by law. Certain records — including financial records, audit logs and evidence of erasure — are retained for the periods set out in the Privacy Policy.

21.4Where the Service has provisioned a telephone number or a workspace on a third-party platform on your behalf, that provisioning may be revoked on termination. If you wish to port a number, you must tell us before termination takes effect, and porting is subject to the receiving carrier's process.

21.5Clauses which by their nature should survive termination will do so, including clauses 14, 15, 17, 18, 19, 21 and 24.

22.1We may modify the Service from time to time, including adding, changing and removing features, to reflect technical, legal, security or commercial developments.

22.2We may amend this Agreement. For material changes we will give at least 30 days' notice by email or in-product notice before they take effect. Non-material changes, including corrections and clarifications, may take effect on posting.

22.3If a material change or a material removal of functionality is to your detriment, you may terminate without penalty by notifying us before the change takes effect, and we will refund a pro-rata portion of any prepaid subscription fee covering the period after termination.

22.4Continued use after a change takes effect constitutes acceptance of it.

23.1Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control, including failures of telecommunications networks, internet infrastructure, upstream platforms, power, or acts of government.

23.2Assignment. You may not assign or transfer this Agreement without our written consent. We may assign it to a group company or in connection with a merger, acquisition or sale of assets.

23.3Subcontracting. We may use subcontractors and sub-processors to perform our obligations, and remain responsible for their performance.

23.4Notices. Notices to you will be sent to the email address on your account. Notices to us must be sent to legal@slateos.co.uk and, for formal notices of termination or breach, also by post to our registered office.

23.5Waiver. A failure or delay in exercising a right is not a waiver of it.

23.6Severance. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary, or deleted, and the remainder continues in force.

23.7Third-party rights. A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

23.8No partnership. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship.

23.9Anti-bribery and sanctions. Each party will comply with the Bribery Act 2010 and applicable sanctions and export control laws.

24.1This Agreement and any dispute arising out of it, including non-contractual disputes, are governed by the law of England and Wales.

24.2The courts of England and Wales have exclusive jurisdiction, save that we may bring proceedings to protect our intellectual property or confidential information in any competent court.

24.3Before commencing proceedings, the parties will use reasonable efforts to resolve the dispute by escalation between senior representatives for a period of 30 days. This does not prevent either party seeking urgent injunctive relief.

This Schedule applies where we process personal data on your behalf as your processor, and is entered into for the purposes of Article 28 of the UK GDPR.

1. Roles and scope

1.1You are the controller and we are the processor in respect of personal data contained in Customer Data. Where we determine the purposes and means of processing — for example account administration, billing, security and product analytics — we act as a controller and the Privacy Policy applies.

2. Subject matter and details

3. Our obligations

We will:

• process personal data only on your documented instructions, including as to international transfers, unless required otherwise by law, in which case we will inform you unless legally prohibited;
• ensure that persons authorised to process the data are subject to an appropriate duty of confidence;
• implement appropriate technical and organisational measures under Article 32, as described in clause 6 below;
• assist you, taking into account the nature of processing and the information available to us, in responding to data subject rights requests and in meeting your obligations under Articles 32 to 36;
• notify you without undue delay on becoming aware of a personal data breach affecting Customer Data, with the information reasonably available to us;
• make available information necessary to demonstrate compliance with Article 28 and allow for and contribute to audits as set out in clause 7 below;
• at your choice, delete or return Customer Data at the end of the Agreement, save where retention is required by law.

4. Your obligations

You will:

• ensure you have a lawful basis for the processing you instruct, and that all required privacy information has been provided to data subjects;
• ensure your instructions to us are lawful;
• be responsible for the accuracy, quality and legality of Customer Data and of the means by which you acquired it;
• configure the Service appropriately, including access controls, message templates, retention preferences and any setting that determines what is shown to an End Customer.

5. Sub-processors

5.1You give general written authorisation for us to engage sub-processors. A current list is published in the Privacy Policy.

5.2We will give at least 30 days' notice of the addition or replacement of a sub-processor. You may object on reasonable data protection grounds within that period. If we cannot resolve your objection, you may terminate the affected part of the Service and receive a pro-rata refund of prepaid fees.

5.3We impose data protection obligations on sub-processors that are no less protective than those in this Schedule, and remain fully liable to you for their performance.

6. Security measures

We maintain measures appropriate to the risk, which currently include: encryption of data in transit using TLS; encryption at rest at the storage layer; encryption of specified high-sensitivity credential fields at the application layer; role-based access control with server-side authorisation on every request; tenancy checks that scope every record to its owning account; rate limiting; signed and verified webhooks; idempotency controls on financial operations; an append-only financial ledger; audit logging of administrative actions; and a documented erasure process with recorded evidence. Measures are reviewed and improved over time and this description is not a commitment to any specific control in perpetuity.

7. Audit

We will respond to reasonable written information requests relating to our compliance with this Schedule. You may audit no more than once in any twelve-month period, on 30 days' notice, during business hours, subject to confidentiality, at your cost, and in a manner that does not compromise the security or confidentiality of other customers' data. Where a regulator requires an audit, this frequency limit does not apply.

8. International transfers

Some sub-processors are located outside the United Kingdom. Where personal data is transferred outside the UK, we rely on UK adequacy regulations where they apply, and otherwise on the International Data Transfer Addendum to the EU Standard Contractual Clauses issued by the Information Commissioner, together with a transfer risk assessment. The Privacy Policy identifies each sub-processor, its location and the safeguard relied upon.

9. Retention and deletion

On termination, Customer Data is available for export for 30 days and is then deleted from production systems. Backups are overwritten on a rolling cycle and any residual copy is deleted within 90 days. Records we are required to retain — including financial and tax records, audit logs and erasure evidence — are retained for the periods stated in the Privacy Policy and remain subject to the security measures above.

10. Liability

Liability under this Schedule is subject to the limitations and exclusions in clause 18 of the Agreement, save to the extent that applicable law prohibits limiting liability in respect of data protection claims.

You must not, and must not permit any User or third party to, use the Service to:

• send unsolicited direct marketing where consent or a valid soft opt-in is required and has not been obtained;
• send messages to a person who has opted out, or to a number you are required by law to screen against a preference service and have not screened;
• send marketing without identifying yourself as the sender or without a free and working opt-out mechanism;
• send content that is unlawful, defamatory, obscene, harassing, threatening, discriminatory, or that promotes violence or self-harm;
• impersonate any person or business, or misrepresent your affiliation with anyone;
• send content relating to categories prohibited by upstream carriers, including but not limited to high-risk financial products, gambling promotions, adult content, controlled substances, weapons, or debt relief offers;
• transmit malware, attempt to gain unauthorised access to any system, probe or scan infrastructure, or interfere with any other customer's use of the Service;
• upload material that infringes intellectual property rights or that you do not have the right to transmit;
• solicit or collect reviews by offering inducements where prohibited by the relevant review platform, or attempt to suppress, filter or gate negative reviews in a way that breaches the Digital Markets, Competition and Consumers Act 2024 or the rules of the platform concerned;
• upload special category personal data or criminal offence data, or personal data relating to children;
• use automated means to extract data from the Service at a volume or rate that degrades it, or to replicate its functionality;
• resell, sublicense, or provide the Service to a third party as a bureau or managed service without our written agreement;
• use the Service in breach of any applicable law, sanctions regime or export control.