Terms of Service

1. About Us

Davcris Ltd ("we", "us", "our") is a company registered in England and Wales, operating the Digimetrix AI platform at digimetrix.ai ("the Service"). Registered address: Luton, England. Contact: digimetrixuk@gmail.com.

2. Acceptance of Terms

By accessing or using the Service, you confirm that you are at least 18 years old, have the legal authority to enter into this agreement, and agree to be bound by these Terms of Service ("Terms") and our Privacy Policy. If you do not agree, you must not use the Service.

3. The Service

Digimetrix provides a software-as-a-service (SaaS) platform enabling businesses to deploy AI-powered automation including chat assistants, AI phone agents, appointment booking, and SMS communication tools.

• The Service is provided on a subscription or usage basis.
• We may update, modify, suspend, or discontinue features at our discretion with reasonable notice where possible.
• Beta features are provided "as is" without warranty or guarantee of continued availability.
• We do not guarantee that the Service will meet your specific business requirements.

4. Accounts & Security

• You must provide accurate, complete, and up-to-date information when creating an account.
• You are responsible for maintaining the confidentiality of your login credentials.
• You are solely responsible for all activity conducted under your account.
• You must notify us immediately at digimetrixuk@gmail.com of any unauthorised access or security breach.
• We reserve the right to suspend accounts where we suspect fraudulent or suspicious activity.

5. Phone Numbers & Telecommunications

When purchasing a phone number through the Service, you agree that:

• The business information you provide is accurate and truthful. Providing false information is a breach of these Terms and may constitute fraud under the Fraud Act 2006.
• Phone numbers are provisioned via Twilio Inc. and subject to Twilio's Acceptable Use Policy in addition to these Terms.
• Numbers are allocated for legitimate business use only — AI agent services, appointment booking, and customer communications.
• You must not transfer, resell, or sublicense phone numbers to third parties without our written consent.
• We reserve the right to release your number and terminate your subscription without refund if these Terms are violated.

6. SMS & Voice Communications

The Service enables SMS and voice communications via Twilio Inc. By using these features, you agree to the following obligations which are legally binding under UK, EU, and US law:

6.1 Consent Requirements

• You must obtain prior express written consent from every individual before sending them SMS messages.
• Consent must be freely given, specific, informed, and unambiguous.
• You must maintain verifiable records of all consents obtained.
• Consent obtained for one purpose does not authorise messaging for a different purpose.

6.2 Message Content Requirements

• All SMS messages must clearly identify your business name.
• All messages must include opt-out instructions: "Reply STOP to unsubscribe".
• Reply HELP to any message must trigger a support response with contact information.
• Opt-out requests (STOP) must be honoured immediately and permanently.
• Message frequency must be disclosed to recipients at the point of consent.

6.3 Prohibited Messaging

• Spam, cold outreach, or unsolicited marketing messages of any kind.
• Misleading, deceptive, or fraudulent content.
• Phishing, malware links, or content designed to deceive recipients.
• Messages to individuals who have previously opted out.
• Messages containing hate speech, harassment, threats, or illegal content.
• Bulk messaging to purchased or scraped contact lists.

6.4 Regulatory Compliance

You must comply with all applicable laws including but not limited to:

• UK: Privacy and Electronic Communications Regulations (PECR), UK GDPR, Communications Act 2003, Ofcom guidelines.
• US: Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, A2P 10DLC requirements.
• EU: GDPR, ePrivacy Directive.

6.5 Consequences of Violations

Violation of Section 6 will result in immediate account suspension or termination without refund, removal of all phone numbers, and reporting to Twilio and relevant carriers. Where applicable, we will report violations to:

• The Information Commissioner's Office (ICO) — UK data protection violations.
• Ofcom — UK telecommunications violations.
• Action Fraud — fraud or criminal activity.
• The Financial Conduct Authority (FCA) — financial fraud.
• US Federal Communications Commission (FCC) — US telecom violations.
• Law enforcement agencies as appropriate.

We reserve the right to pursue civil proceedings to recover any losses, fines, or penalties incurred as a result of your non-compliance.

7. Acceptable Use Policy

You must not use the Service to:

• Conduct any unlawful, harmful, fraudulent, abusive, or harassing activity.
• Violate any applicable local, national, or international law or regulation.
• Impersonate any person, business, or entity.
• Attempt to reverse engineer, decompile, or extract source code from the Service.
• Interfere with or disrupt the integrity or performance of the Service.
• Circumvent any security or access controls.
• Resell or commercialise access to the Service without prior written agreement.
• Use the Service in any way that could bring Davcris Ltd into disrepute or legal jeopardy.

Breach of this policy constitutes a material breach of these Terms and may result in immediate termination, legal action, and reporting to relevant authorities.

8. Fees, Billing & Refund Policy

• Fees are displayed at the time of purchase and are subject to change with reasonable notice.
• Subscriptions renew automatically at the end of each billing period unless cancelled.
• All fees are payable in advance and are non-refundable due to the digital nature of the Service, except where required by UK consumer law.
• Phone number add-ons are billed monthly and released upon cancellation.
• Accounts terminated for policy violations forfeit all fees paid with no right to refund.
• Your statutory rights under the Consumer Rights Act 2015 are not affected.

9. Service Availability & Disclaimer of Uptime Guarantees

The Service is provided on a commercially reasonable efforts basis. We make no warranty, express or implied, that the Service will be available at any particular time, uninterrupted, error-free, or free from defects. Without limiting the foregoing:

• We do not guarantee that AI phone calls will be answered, connected, or completed successfully at any given time.
• We do not guarantee that SMS messages will be delivered within any specific timeframe, or at all, where delivery is subject to third-party carrier availability.
• We do not guarantee that calendar bookings created via the Service will be accurately reflected in third-party calendar systems including Google Calendar or Microsoft Outlook.
• The Service relies on third-party infrastructure providers including Twilio, Google, Supabase, and AI model providers. We are not liable for outages, degraded performance, or failures caused by these third parties.
• AI voice and chat responses are generated automatically and may be inaccurate, misunderstood, or fail to complete a task. You acknowledge this inherent limitation of AI technology.
• We shall not be liable for any missed calls, missed bookings, lost business, or revenue loss arising from Service unavailability or AI failures, whether or not we were advised of the possibility of such loss.
• Planned and unplanned maintenance may result in temporary unavailability. We will endeavour to provide advance notice of planned maintenance where reasonably practicable.

You acknowledge that the Service is a tool to assist your business operations and is not a substitute for human staff, professional advice, or mission-critical systems where 100% availability is required.

10. AI Outputs Disclaimer

• AI-generated responses, transcripts, summaries, and booking details may be inaccurate, incomplete, or inappropriate.
• You are solely responsible for reviewing and acting on AI outputs.
• We do not guarantee the accuracy, reliability, or fitness for purpose of any AI-generated content.
• AI systems may mishear, misinterpret, or incorrectly process spoken or written input, including names, phone numbers, dates, and times.
• You must independently verify all booking details and customer information captured by the AI.
• Do not rely on AI outputs for medical, legal, financial, or safety-critical decisions.
• We are not liable for any losses arising from errors in AI-generated content, missed bookings caused by AI misinterpretation, or incorrect information provided to your customers by the AI.

11. Intellectual Property

All rights, title, and interest in the Service — including software, design, trademarks, and content — remain with Davcris Ltd or its licensors. You are granted a limited, non-exclusive, non-transferable, revocable licence to use the Service solely for your internal business purposes in accordance with these Terms.

12. Support

Support is provided via email at digimetrixuk@gmail.com. Response times vary by subscription tier and are not guaranteed. We do not provide 24/7 live support. Support is provided on a best-efforts basis during normal business hours (Monday to Friday, 9am–6pm GMT, excluding UK public holidays).

13. Limitation of Liability

To the fullest extent permitted by applicable law, Davcris Ltd, its directors, employees, agents, and suppliers shall not be liable for any:

• Indirect, incidental, special, consequential, or punitive losses.
• Loss of profits, revenue, data, business, goodwill, or anticipated savings.
• Business interruption or loss of business opportunity.
• Losses arising from missed calls, failed bookings, undelivered SMS, or AI errors.
• Losses arising from third-party service failures including Twilio, Google, or AI model providers.
• Losses arising from your reliance on AI-generated content without independent verification.

Our total aggregate liability to you for all claims arising under or in connection with these Terms shall not exceed the total subscription fees paid by you in the 3 months immediately preceding the event giving rise to the claim.

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be lawfully excluded under English law.

14. Indemnity

You agree to fully indemnify, defend, and hold harmless Davcris Ltd, its directors, employees, and agents from and against any and all claims, liabilities, damages, losses, fines, penalties, and expenses (including reasonable legal fees) arising from:

• Your use of the Service in breach of these Terms.
• Any communications sent via the platform — including SMS, voice, or chat.
• Your failure to obtain proper consent from message recipients.
• Your violation of any applicable law or third-party rights.
• Any regulatory fines or penalties imposed on Davcris Ltd as a result of your conduct.
• Any claims by your customers arising from AI responses, missed bookings, or incorrect information.

15. Termination

• You may cancel your subscription at any time through the billing portal.
• We may suspend or terminate your access immediately and without notice for breach of these Terms, non-compliant messaging activity, fraudulent behaviour, or non-payment.
• Upon termination, your licence to use the Service ceases, your data may be deleted after 30 days, and any phone numbers will be released.
• Accounts terminated for violations will be reported to relevant authorities and permanently banned from the platform.
• Sections 6.5, 7, 13, 14, and 19 survive termination.

16. Data Protection

We process personal data in accordance with our Privacy Policy and applicable data protection laws including UK GDPR and EU GDPR. When using the Service to process data about your own customers, you act as an independent data controller and are responsible for your own legal compliance including obtaining necessary consents.

17. Force Majeure

We shall not be liable for any failure or delay in performance caused by circumstances beyond our reasonable control, including but not limited to acts of God, internet outages, cyberattacks, third-party provider failures, carrier outages, AI model provider changes, government actions, or any other event outside our reasonable control.

18. Severability

If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining Terms shall continue in full force and effect.

19. Changes to Terms

We may update these Terms from time to time. Where changes are material, we will provide at least 14 days' notice by email. Continued use of the Service after the effective date of updated Terms constitutes your acceptance. If you do not agree to the updated Terms, you must cancel your subscription before the effective date.

20. Governing Law & Jurisdiction

These Terms are governed by and construed in accordance with the laws of England and Wales. Any disputes arising under or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales. If you are a consumer, you may also have rights under the law of your country of residence.

21. Contact

For any questions regarding these Terms, contact us at:
Email: digimetrixuk@gmail.com
Address: Davcris Ltd, Luton, England

© 2026 Davcris Ltd trading as Digimetrix AI. All rights reserved. Registered in England and Wales.