Terms of Service

Version 1.0 | Effective date 26 June 2026 | Operated by OAW Solutions Limited (company number 17266481)

These Terms of Service form a binding agreement between OAW Solutions Limited and the Customer. Please read them carefully. By signing an Order or Services Agreement, clicking to accept, or accessing or using the Service, the Customer agrees to be bound by these Terms.

Agreement

These Terms of Service (the Terms) are entered into between OAW Solutions Limited, a company incorporated in England and Wales with company number 17266481 (OAW, we, us or our), being the operator of the Vallamo platform, and the customer identified in the applicable Order or Services Agreement (the Customer, you or your). OAW and the Customer are each a party and together the parties.

The Service is provided for use by businesses only. It is not intended for, and must not be acquired or used by, consumers. By entering into these Terms you confirm that you are acting in the course of a business and that the person accepting these Terms has authority to bind the Customer.

These Terms apply together with any Order, Services Agreement, the Data Processing Addendum at Schedule 1, the region specific terms at Schedules 2 and 3, and the supplementary data processing detail at Schedule 4. If you do not agree to these Terms, you must not access or use the Service.

1. Definitions and interpretation

1.1In these Terms, the following words have the following meanings:

Acceptable Use Policy or AUP the rules on permitted use set out in clause 4.

AI Output any text, message, suggestion, summary, classification, booking proposal, or other content generated by the artificial intelligence features of the Service.

Applicable Data Protection Laws all laws and regulations relating to the processing of personal data and privacy that apply to a party, including (in the United Kingdom) the UK GDPR, the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations 2003, each as amended (including by the Data (Use and Access) Act 2025), and (in the United States) the California Consumer Privacy Act as amended by the California Privacy Rights Act and other applicable state privacy laws.

Authorised Users the Customer, its employees, agents and contractors who are authorised by the Customer to access and use the Service.

Channels the communication channels through which the Service may operate, which may include website chat, SMS or text message, WhatsApp, Instagram and other messaging channels enabled from time to time.

Confidential Information has the meaning given in clause 11.

Customer Data all data, content and materials that the Customer or its Authorised Users or End Users submit to, or that are collected or generated through, the Service, including knowledge bank content, End User personal data, messages, and booking information, but excluding the Platform, AI models and OAW materials.

Documentation the user manual, setup guide, help materials and any other documentation made available by OAW for the Service.

End User any individual who interacts with the Customer through the Service, including the Customer customers, clients, leads and prospective customers.

Fees the charges payable for the Service as set out in the Order or Services Agreement.

Integrated Platforms third party booking, scheduling, payment, messaging and other services that the Customer connects to or uses with the Service, including Fresha, Phorest, Pabau, Cliniko, Mindbody and Treatwell.

Intellectual Property Rights patents, utility models, rights to inventions, copyright and related rights, trade marks, business names and domain names, goodwill, database rights, rights in confidential information and know how, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for them, in any part of the world.

Order or Services Agreement the order form, services agreement, online sign up or other ordering document under which the Customer subscribes to the Service and which incorporates these Terms.

Platform the Vallamo software, application, dashboard, application programming interfaces, AI configurations and underlying technology made available by OAW as a hosted service.

Service the Vallamo platform and related services made available by OAW under these Terms, as described in clause 2.

Subscription Term the period of the Customer subscription as set out in the Order or Services Agreement, including any renewal.

1.2In these Terms: (a) clause and Schedule headings do not affect interpretation; (b) words in the singular include the plural and vice versa; (c) a reference to a statute or statutory provision is a reference to it as amended or re-enacted from time to time; (d) any words following the terms including, include, in particular, for example or any similar expression are illustrative and do not limit the words preceding them; and (e) a reference to writing or written includes email.

1.3The Schedules form part of these Terms. If there is any conflict, the order of precedence is: (a) the Order or Services Agreement; (b) the Data Processing Addendum at Schedule 1; (c) the body of these Terms; (d) the region specific Schedules 2 and 3; and (e) the supplementary data processing detail at Schedule 4.

2. The Service and licence

2.1The Service is a hosted, AI assisted customer service and booking assistant that can answer End User enquiries, capture leads, take and manage appointment bookings, and send and receive messages across the enabled Channels, in each case drawing on the information the Customer provides in its knowledge bank and connected Integrated Platforms.

2.2Subject to the Customer complying with these Terms and paying the Fees, OAW grants the Customer a non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Service and the Documentation during the Subscription Term solely for the Customer internal business purposes.

2.3OAW will provide the Service with reasonable skill and care and will use commercially reasonable efforts to make the Service available, but the Service is provided on the basis set out in clause 12 and OAW does not warrant that the Service will be uninterrupted, error free, or that AI Output will be accurate or complete.

2.4OAW may from time to time update, modify, enhance or change the Service, including its features, Channels and Integrated Platforms. OAW will use reasonable efforts not to materially reduce the core functionality of the Service during a paid Subscription Term, and will give reasonable notice of any material change where practicable.

2.5All rights not expressly granted to the Customer are reserved by OAW and its licensors. The Customer acquires no rights in the Service or the Platform except the limited right to use it in accordance with these Terms.

3. Accounts, eligibility and security

3.1The Customer must provide accurate, current and complete information when registering and must keep it up to date.

3.2The Customer is responsible for all use of the Service under its account and for the acts and omissions of its Authorised Users as if they were the Customer own. The Customer must ensure that each Authorised User complies with these Terms.

3.3The Customer is responsible for maintaining the confidentiality of its account credentials and for restricting access to authorised personnel. The Customer must notify OAW promptly if it becomes aware of any unauthorised access to or use of the Service.

3.4The Service is not directed to children. The Customer must not configure the Service in a way that knowingly collects personal data from children except in compliance with Applicable Data Protection Laws and with appropriate consent.

3.5Unless the Order or Services Agreement states otherwise, the Service is not licensed per Authorised User and OAW does not charge, or limit the number of Authorised Users, by seat. The Customer may add and remove Authorised Users as it needs, subject to clause 3.2.

4. Customer responsibilities and acceptable use

4.1The Customer is solely responsible for: (a) the accuracy, quality, legality and reliability of all Customer Data, including the content of its knowledge bank, prices, policies, availability and any information the Service relies on to respond to End Users; (b) configuring the Service correctly, including its Channels, booking rules, automated messages and any consent capture; (c) reviewing and supervising the operation of the Service and the AI Output, and using the available controls (including any pause or live control) as appropriate; and (d) all decisions, communications, bookings, deposits, refunds and outcomes arising from its use of the Service.

4.2Health, wellbeing and regulated matters. The Customer acknowledges that the Service may be used in connection with a wide range of services, including aesthetic, beauty, wellness and similar treatments. The Service does not provide and must not be presented as providing medical, clinical, health, diagnostic, legal, financial or other professional or regulated advice. The Customer is solely responsible for ensuring that no such advice is given through the Service, that any treatment related information is accurate and lawful, that appropriate consultations, suitability checks, contraindication checks and consents are carried out by qualified staff outside the Service, and for compliance with all laws and professional standards applicable to its business and services.

4.3The Customer must ensure that it has all necessary rights, consents, licences and lawful bases to: (a) submit the Customer Data to the Service; (b) allow OAW to process it to provide the Service; and (c) contact End Users through the Channels in the manner the Customer configures.

4.4Acceptable Use Policy. The Customer must not, and must not permit any Authorised User or third party to:

(a)use the Service in any unlawful, fraudulent, deceptive, harmful, harassing, defamatory, obscene or otherwise objectionable manner, or for any purpose that infringes the rights of any person;

(b)send, or configure the Service to send, unsolicited, unlawful or non compliant marketing or other communications, or communications without the consents required by clause 6;

(c)upload or process special category, sensitive, health or biometric personal data except where the Customer has a valid lawful basis and all required consents and has configured the Service accordingly;

(d)introduce or transmit any viruses, malware or other harmful code, or attempt to gain unauthorised access to the Service, its systems or networks;

(e)copy, modify, adapt, translate, reverse engineer, decompile or disassemble any part of the Platform, or attempt to derive its source code, models or underlying structure, except to the extent permitted by law;

(f)resell, sublicense, rent, lease, distribute or otherwise make the Service available to any third party, or use it on behalf of or for the benefit of any third party other than End Users in the ordinary course of the Customer business;

(g)use the Service, AI Output or Documentation to build, train or improve any competing product or service, or to benchmark against a competing product;

(h)remove, obscure or alter any proprietary notices, or circumvent or disable any security, usage or access controls; or

(i)use the Service in a way that imposes an unreasonable or disproportionate load on the infrastructure, or that interferes with the proper working of the Service.

4.5OAW may investigate any suspected breach of this clause 4 and may suspend or restrict access in accordance with clause 16. The Customer will provide reasonable cooperation in any such investigation.

5. Artificial intelligence: nature and limitations

5.1The Service uses artificial intelligence and machine learning, which may include third party AI models and providers. AI Output is generated automatically and is probabilistic in nature.

5.2The Customer acknowledges and agrees that AI Output: (a) may be inaccurate, incomplete, outdated, or otherwise wrong, and may occasionally produce content that is plausible sounding but incorrect; (b) is provided to assist the Customer and is not a substitute for human judgement or professional advice; and (c) must be reviewed and verified by the Customer where it matters, including before any reliance is placed on it and before any binding commitment is made to an End User.

5.3OAW does not warrant the accuracy, completeness, suitability or reliability of any AI Output. The Customer is responsible for the AI Output that the Customer enables, configures or sends, and for monitoring and correcting the behaviour of the Service.

5.4OAW may use service data and may process Customer Data to operate, secure, support and improve the Service as permitted by clause 9 and Schedule 1. OAW may use aggregated and anonymised data, which does not identify the Customer or any End User, for any lawful business purpose.

6. Communications, messaging and marketing compliance

6.1The Customer is the sender and initiator of all communications sent to End Users through the Service and is the party responsible for those communications. OAW provides the technical means to send and receive messages but does not determine the recipients, content, timing or consent status of the Customer communications.

6.2The Customer is solely responsible for complying with all laws, regulations, industry codes and platform policies applicable to communications sent through the Service, including, as applicable:

(a)in the United States, the Telephone Consumer Protection Act (TCPA), the Telemarketing Sales Rule (TSR), the CAN-SPAM Act, applicable state telemarketing and messaging laws (including state mini-TCPA statutes), the CTIA messaging principles and best practices, and application to person (A2P) 10DLC and similar carrier registration and approval requirements;

(b)in the United Kingdom, the Privacy and Electronic Communications Regulations 2003 and the UK GDPR direct marketing rules, each as amended; and

(c)the terms, policies and approved message templates of the relevant messaging platforms and providers, including the WhatsApp Business and Meta platform policies and Instagram policies.

6.3In particular, the Customer is responsible for: (a) obtaining and maintaining all consents required before sending messages, including any prior express consent or prior express written consent required for marketing messages; (b) providing clear opt out and revocation mechanisms and honouring opt out and revocation requests promptly and within the timescales required by law (which, in the United States, generally means honouring revocation made by any reasonable means within ten business days); (c) maintaining accurate records of consent and opt outs; (d) ensuring correct sender identification, message content and any required disclosures; and (e) completing and maintaining any required carrier or platform registrations.

6.4OAW may make available features intended to assist with compliance, such as opt out handling or consent fields, but the availability of such features does not transfer responsibility to OAW. The Customer must not rely on the Service alone to achieve compliance and remains solely responsible for its communications.

6.5OAW may suspend or restrict any Channel or message sending where it reasonably believes there is a risk of non compliance, abuse, carrier or platform violation, or harm.

7. Third party services and integrations

7.1The Service may interoperate with Integrated Platforms and other third party services, including booking, scheduling, payment, messaging, carrier and hosting providers. The Customer authorises OAW to access and exchange data with the Integrated Platforms that the Customer connects, for the purpose of providing the Service.

7.2The Customer is responsible for: (a) obtaining and maintaining its own accounts and agreements with the Integrated Platforms; (b) complying with the terms of those Integrated Platforms; and (c) any fees charged by those Integrated Platforms.

7.3OAW is not responsible for the Integrated Platforms or any third party service, including their availability, performance, security, accuracy, acts, omissions, changes to their interfaces, or any suspension or termination of their services. Any interruption, error, data loss or change caused by an Integrated Platform is outside OAW control. OAW does not endorse any Integrated Platform.

7.4If an Integrated Platform changes, restricts or withdraws access to its interface, OAW may modify, suspend or remove the relevant integration without liability to the Customer.

8. Fees, payment and taxes

8.1The Customer must pay the Fees set out in the Order or Services Agreement in the currency, amounts and intervals stated. Unless stated otherwise, Fees are payable in advance and are non refundable except as required by law.

8.2Unless stated otherwise, the Subscription Term renews automatically for successive periods equal to the initial period until terminated in accordance with clause 15.2. No advance notice is required for non renewal; the Customer may cancel at any time and the Subscription Term will not renew beyond the period already paid for.

8.3OAW may change the Fees with effect from the start of any renewal period by giving at least thirty days notice. Usage based or message based charges may be applied where stated.

8.4All Fees are exclusive of value added tax, sales tax and other similar taxes, which the Customer is responsible for paying at the applicable rate.

8.5If any undisputed amount is overdue, OAW may charge interest on the overdue amount at the rate of four per cent per year above the base rate of the Bank of England (or, for Customers billed in US dollars, the maximum rate permitted by applicable law if lower), accruing daily, and may suspend the Service under clause 16 until payment is made.

8.6The Customer may upgrade or downgrade its plan at any time, and the change takes effect immediately. On an upgrade, OAW will charge an additional amount for the remainder of the then current billing period, calculated as the difference between the new and previous plan's periodic Fee, prorated by the number of days remaining in that period divided by the total number of days in that period. On a downgrade, OAW will credit the equivalent prorated amount against the Customer's next invoice; no cash refund is given. The new plan's Fee applies in full from the start of the next billing period.

8.7Where the Customer exceeds the conversation allowance included in its plan, OAW may offer additional conversations for purchase as a one-off top-up pack at the price shown at the time of purchase. Conversations from a top-up pack are available for use for the remainder of the billing period in which they are purchased, plus one further billing period, after which any unused conversations from that pack expire and are non-refundable and non-transferable. Top-up packs do not affect, extend, or replace the Customer's underlying plan or its conversation allowance, and are drawn down only after the plan's own conversation allowance for the relevant period has been used.

9. Intellectual property

9.1OAW and its licensors own and retain all right, title and interest, including all Intellectual Property Rights, in and to the Service, the Platform, the Vallamo brand, the Documentation, the AI configurations, prompts, models and improvements, and all underlying and related technology. Nothing in these Terms transfers any of those rights to the Customer.

9.2As between the parties, the Customer owns and retains all right, title and interest in the Customer Data. The Customer grants OAW a worldwide, non exclusive, royalty free licence to host, copy, transmit, display and process the Customer Data, and to otherwise use it, to the extent necessary to provide, secure, support and improve the Service and to comply with law, and as further described in Schedule 1.

9.3The Customer grants OAW a perpetual, irrevocable, worldwide, royalty free licence to use any feedback, suggestions or ideas the Customer provides about the Service, without restriction or obligation, including to develop and improve OAW products and services.

9.4OAW may use aggregated and anonymised data derived from use of the Service for any lawful purpose, provided that such data does not identify the Customer or any End User.

10. Data protection

10.1Each party will comply with its obligations under Applicable Data Protection Laws. For Customer Data that constitutes personal data, the parties acknowledge that the Customer is the controller and OAW is the processor (or, where applicable under US state privacy laws, the Customer is the business and OAW is the service provider). The Data Processing Addendum at Schedule 1 applies to that processing.

10.2The Customer warrants that it has provided all required notices, obtained all required consents, and has a valid lawful basis for the collection and processing of personal data through the Service, including any special category or sensitive data such as health information. The Customer is responsible for responding to End User requests to exercise their rights, although OAW will assist as set out in Schedule 1, including by making available functionality to delete End User data on request.

10.3OAW may process personal data in, and transfer it to, countries outside the country of origin, including the United Kingdom, the European Economic Area, Switzerland, the United States and other countries where OAW or its sub processors operate, subject to appropriate safeguards as described in Schedule 1.

11. Confidentiality

11.1Confidential Information means any information disclosed by one party to the other that is marked as confidential or that would reasonably be understood to be confidential, including the Service, pricing, business plans, and Customer Data. It does not include information that is or becomes public other than through breach, was already known to the receiving party free of any obligation, is independently developed, or is rightfully received from a third party.

11.2The receiving party will keep the Confidential Information confidential, use it only to perform these Terms, and disclose it only to those of its personnel and advisers who need to know it and who are bound by similar obligations. A party may disclose Confidential Information to the extent required by law or regulator, giving reasonable prior notice where lawful.

11.3This clause survives termination for a period of three years, except that obligations in respect of trade secrets continue for as long as the information remains a trade secret.

12. Warranties and disclaimers

12.1OAW warrants that it will provide the Service with reasonable skill and care. The Customer exclusive remedy for breach of this warranty is for OAW to use reasonable efforts to correct the relevant non conformity.

12.2Except as expressly stated in these Terms, and to the maximum extent permitted by law, the Service, the Platform, the Documentation and all AI Output are provided on an as is and as available basis. OAW disclaims all other warranties, conditions, representations and terms, whether express or implied, statutory or otherwise, including any implied warranties or conditions of satisfactory quality, merchantability, fitness for a particular purpose, title and non infringement, and any warranties arising from course of dealing or usage of trade.

12.3Without limiting clause 12.2, OAW does not warrant that: (a) the Service will be uninterrupted, timely, secure or error free; (b) AI Output will be accurate, complete or reliable; (c) the Service will meet the Customer requirements or achieve any particular result, including any number of bookings, leads, conversions, revenue or savings; or (d) any errors will be corrected.

12.4Nothing in these Terms excludes or limits any warranty, term or liability that cannot lawfully be excluded or limited.

13. Indemnification

13.1The Customer will defend, indemnify and hold harmless OAW, its affiliates, and their respective directors, officers, employees and agents from and against all losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with: (a) the Customer Data and any content or instructions the Customer provides or configures; (b) the Customer use of the Service in breach of these Terms or the Acceptable Use Policy; (c) any communications sent through the Service and any breach of clause 6 (communications, messaging and marketing compliance); (d) any breach by the Customer of Applicable Data Protection Laws or of its obligations in clause 10 or Schedule 1; (e) any claim by an End User or other third party arising from the Customer business, services, bookings, deposits or communications; and (f) any infringement of third party rights by the Customer Data or the Customer use of the Service.

13.2Subject to clause 14, and provided the Service is used in accordance with these Terms, OAW will defend the Customer against any third party claim that the Customer authorised use of the Platform itself (excluding Customer Data, AI Output, Integrated Platforms and any combination or modification not provided by OAW) infringes that third party Intellectual Property Rights, and will pay damages finally awarded against the Customer in respect of such claim, provided that the Customer promptly notifies OAW, gives OAW sole control of the defence and settlement, and provides reasonable cooperation. If the Platform is or may become subject to such a claim, OAW may at its option modify the Platform, procure a right to continue use, or terminate the affected part of the Service and refund any pre paid Fees for the unused period. This clause states OAW entire liability and the Customer exclusive remedy for any claim of intellectual property infringement.

13.3The indemnifying party right to control the defence is subject to the other party right to participate with its own counsel at its own cost. No settlement that imposes any liability or obligation on a party may be made without that party prior written consent, not to be unreasonably withheld.

14. Limitation of liability

14.1Nothing in these Terms limits or excludes a party liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; (c) the Customer obligation to pay the Fees; (d) the Customer indemnities in clause 13; or (e) any other liability that cannot lawfully be limited or excluded.

14.2Subject to clause 14.1, and to the maximum extent permitted by law, neither party will be liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any: (a) loss of profits, revenue, sales, business, or anticipated savings; (b) loss of or damage to goodwill or reputation; (c) loss of bookings, customers, leads or opportunities; (d) loss of or corruption of data; (e) business interruption; or (f) indirect, special, incidental or consequential loss, in each case whether or not foreseeable and even if advised of the possibility.

14.3Subject to clauses 14.1 and 14.2, each party total aggregate liability arising out of or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the greater of: (a) the total Fees paid or payable by the Customer to OAW in the twelve months immediately before the event giving rise to the liability; and (b) one hundred pounds sterling (or one hundred US dollars for Customers billed in US dollars).

14.4The Customer acknowledges that the Fees reflect the allocation of risk set out in these Terms and that these limitations are reasonable. The exclusions and limitations in this clause apply to the maximum extent permitted by applicable law and survive termination.

15. Term and termination

15.1These Terms begin on the effective date of the Order or Services Agreement and continue for the Subscription Term unless terminated earlier in accordance with this clause.

15.2Either party may terminate the Order or Services Agreement for convenience at any time by giving notice to the other. Termination takes effect at the end of the then current billing period, and no further Fees are payable for any subsequent period. No refund is due for any period already paid for.

15.3Either party may terminate these Terms or any Order immediately on notice if the other party: (a) commits a material breach that is irremediable, or that it fails to remedy within thirty days of written notice; or (b) becomes insolvent, enters into an arrangement with creditors, has an administrator or receiver appointed, or ceases or threatens to cease to carry on business. OAW may also terminate immediately if the Customer fails to pay any undisputed Fees within fourteen days of a written reminder.

15.4On termination or expiry: (a) all licences granted under these Terms end and the Customer must stop using the Service; (b) each party must, on request, return or delete the other party Confidential Information; and (c) the Customer may, for a period of thirty days after termination, request export of its Customer Data, which OAW will provide as CSV files covering the Customer contacts and end user conversation records, after which OAW may delete it in the ordinary course, subject to Schedule 1 and any legal retention requirements.

15.5Any provision which by its nature is intended to survive termination, including clauses 9, 11, 12, 13, 14, 16 and 23 and the Schedules, survives termination.

16. Suspension

16.1OAW may suspend or restrict all or part of the Service, or any Channel, immediately on notice (which may be given after suspension where the matter is urgent) where: (a) any Fees are overdue; (b) OAW reasonably believes the Service is being used in breach of these Terms, the Acceptable Use Policy, clause 6, or applicable law; (c) there is a security, legal, carrier or platform risk; or (d) required to do so by an Integrated Platform, carrier, regulator or law.

16.2OAW will use reasonable efforts to limit the scope and duration of any suspension and to restore the Service promptly once the underlying issue is resolved. Suspension does not relieve the Customer of its obligation to pay the Fees.

17. Force majeure

17.1Neither party is liable for any failure or delay in performing its obligations (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, epidemic or pandemic, government action, failure of utilities, internet, hosting, carrier or Integrated Platform services, and cyber attacks. The affected party will use reasonable efforts to mitigate the effect. If the event continues for more than sixty days, either party may terminate the affected Order on notice.

18. Changes to the Service and to these Terms

18.1OAW may amend these Terms from time to time, for example to reflect changes in the Service, law or business practice. OAW will give reasonable notice of any material change, by email or through the Service. The change takes effect at the start of the next renewal period, or, for changes required by law or for security, on the date stated in the notice. Continued use of the Service after the change takes effect constitutes acceptance.

18.2If the Customer does not agree to a material change that is not required by law, the Customer may terminate the affected Order before the change takes effect, and OAW will refund any Fees pre paid for the unused period after termination.

19. Beta and early access features

19.1OAW may offer features that are identified as beta, preview, trial or early access. These are provided on an as is basis, may be changed or withdrawn at any time, are excluded from any service commitments, and are used at the Customer own risk. To the maximum extent permitted by law, OAW has no liability arising from such features.

20. Publicity

20.1OAW may identify the Customer as a customer of Vallamo and use the Customer name and logo on its website and in marketing materials, in a manner consistent with any brand guidelines the Customer provides. The Customer may withdraw this permission at any time by giving notice to OAW, after which OAW will cease new uses within a reasonable period.

21. Governing law and jurisdiction

21.1The governing law and the courts or forum that apply to these Terms are set out in the Order or Services Agreement, and the corresponding region specific terms in Schedule 2 (United Kingdom and rest of world) or Schedule 3 (United States) apply.

21.2If the Order or Services Agreement does not specify, these Terms are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction, without prejudice to any right of OAW to bring proceedings in any jurisdiction to protect its Intellectual Property Rights or to recover sums due.

21.3The parties will first attempt to resolve any dispute through good faith discussions between senior representatives before commencing proceedings, except where urgent injunctive relief is required.

22. General

22.1Entire agreement. These Terms, together with the Order or Services Agreement and the Schedules, form the entire agreement between the parties and supersede all prior discussions, representations and agreements. Each party agrees that it has not relied on any statement not set out in these Terms, except that nothing limits liability for fraud.

22.2Assignment and novation. The Customer may not assign, transfer or sub contract any of its rights or obligations without OAW prior written consent. OAW may assign, transfer, novate or sub contract any of its rights or obligations, in whole or in part, including to an affiliate or in connection with a reorganisation, merger, sale of business or assets, or transfer of the business or the Service to another entity (including to an entity in another jurisdiction). The Customer agrees to provide reasonable cooperation, including signing a short form novation, to give effect to any such transfer.

22.3Sub contracting. OAW may use sub contractors and sub processors to perform the Service, and remains responsible for the performance of its obligations.

22.4Notices. Notices must be in writing and sent to the contact details in the Order or Services Agreement, or, for notices to OAW, to support@vallamo.com. Routine operational notices may be given through the Service or by email.

22.5Severability. If any provision is held to be invalid or unenforceable, it will be modified to the minimum extent necessary, or severed, and the remaining provisions continue in full force.

22.6Waiver. No failure or delay in exercising any right is a waiver of it, and no single or partial exercise prevents any further exercise.

22.7No partnership or agency. Nothing creates a partnership, joint venture, agency or employment relationship between the parties.

22.8Third party rights. Except for OAW affiliates and the persons indemnified under clause 13, a person who is not a party has no right to enforce these Terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

22.9Counterparts. Any Order or Services Agreement may be signed in counterparts and by electronic signature, each of which is an original and together one agreement.

Schedule 1: Data Processing Addendum

This Data Processing Addendum (DPA) forms part of the Terms and applies where OAW processes personal data on behalf of the Customer in connection with the Service. In this Schedule, controller, processor, data subject, personal data, processing, and personal data breach have the meanings given in Applicable Data Protection Laws.

1. Roles and scope

1.1The Customer is the controller and OAW is the processor in respect of the processing of End User personal data through the Service. Where US state privacy laws apply, the Customer is the business and OAW is the service provider, and OAW will not sell or share personal data and will not retain, use or disclose it other than to provide the Service or as permitted by law.

1.2OAW will process personal data only on the documented instructions of the Customer, which include these Terms and the configuration of the Service by the Customer, unless required to do otherwise by law (in which case OAW will inform the Customer unless prohibited).

2. Details of processing

3. OAW obligations

3.1OAW will ensure that persons authorised to process the personal data are bound by appropriate confidentiality obligations.

3.2OAW will implement appropriate technical and organisational measures to protect the personal data against unauthorised or unlawful processing and against accidental loss, destruction or damage, taking into account the state of the art, the costs of implementation, and the nature, scope, context and purposes of processing.

3.3OAW will, taking into account the nature of the processing, assist the Customer by appropriate measures, insofar as possible, in responding to requests by data subjects to exercise their rights, and will make available functionality enabling the Customer to access, correct and delete End User data, including a data deletion function.

3.4OAW will assist the Customer in ensuring compliance with its obligations relating to security, breach notification, data protection impact assessments and prior consultation, taking into account the information available to OAW.

3.5OAW will notify the Customer without undue delay after becoming aware of a personal data breach affecting the Customer personal data, and will provide reasonable information to assist the Customer in meeting its own notification obligations.

3.6On termination or expiry, OAW will, at the Customer choice, delete or return the personal data, and delete existing copies, except to the extent retention is required by law.

3.7OAW will make available information reasonably necessary to demonstrate compliance with this DPA and will allow for and contribute to audits, including inspections, conducted by the Customer or an auditor mandated by the Customer, on reasonable prior notice, no more than once per year unless required by a regulator or following a breach, and subject to confidentiality and to not compromising the security of other customers.

4. Sub-processors

4.1The Customer authorises OAW to engage sub processors to process personal data, including cloud hosting and infrastructure providers, AI model providers, messaging and carrier providers, and the Integrated Platforms the Customer connects. OAW will impose data protection obligations on its sub processors that are no less protective than those in this DPA, and remains responsible for their performance.

4.2OAW will make available a current list of sub processors on request and will give the Customer reasonable notice of any intended addition or replacement, so that the Customer may object on reasonable data protection grounds. OAW will provide the list of sub processors at support@vallamo.com.

5. International transfers

5.1OAW and its sub processors may process and transfer personal data outside the country of origin, including to and from the United Kingdom, the European Economic Area, Switzerland and the United States. Where personal data is transferred to a country that does not benefit from an adequacy decision or equivalent, OAW will put in place an appropriate transfer mechanism, such as the UK International Data Transfer Agreement or Addendum, the European Commission Standard Contractual Clauses, the Swiss addendum to those clauses, or another lawful mechanism, together with any required supplementary measures.

6. Liability under this DPA

6.1The liability of each party under or in connection with this DPA is subject to the exclusions and limitations of liability set out in clause 14 of the Terms.

Schedule 2: United Kingdom and rest of world terms

This Schedule applies where the Order or Services Agreement specifies the United Kingdom (or any country other than the United States) as the governing region.

2.1Governing law. These Terms and any dispute or claim (including non contractual disputes or claims) arising out of or in connection with them or their subject matter are governed by and construed in accordance with the law of England and Wales.

2.2Jurisdiction. The courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim, except that OAW may bring proceedings to protect its Intellectual Property Rights or to recover sums due in any competent court.

2.3Data protection. The Applicable Data Protection Laws are the UK GDPR, the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations 2003, each as amended (including by the Data (Use and Access) Act 2025). The relevant supervisory authority is the Information Commissioner Office.

2.4Marketing. The Customer must comply with the Privacy and Electronic Communications Regulations 2003 and the UK GDPR direct marketing rules, including obtaining valid consent where required and honouring opt outs.

2.5Consumer law. The Service is provided to businesses only. The provisions of consumer protection law that apply only to consumers do not apply to the Customer.

Schedule 3: United States terms

This Schedule applies where the Order or Services Agreement specifies the United States as the governing region, and it prevails over Schedule 2 to the extent of any conflict for such Customers.

3.1Governing law and venue. These Terms are governed by and construed in accordance with the law of England and Wales. Subject to clause 3.2, the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim (including non contractual disputes or claims) arising out of or in connection with these Terms or their subject matter, and the parties consent to jurisdiction and venue there.

3.2Arbitration (optional, include if selected in the Order). Any dispute arising out of or relating to these Terms will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in London, England, before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction. Each party retains the right to seek injunctive relief in court to protect its intellectual property or confidential information. The parties waive any right to a jury trial and, to the extent permitted by law, agree that disputes will be brought only in an individual capacity and not as a class.

3.3Messaging and telemarketing. The Customer must comply with the TCPA, the TSR, the CAN-SPAM Act, applicable state telemarketing and messaging laws (including state mini-TCPA statutes such as those in Florida, Oklahoma and Texas), the CTIA messaging principles, and A2P 10DLC and carrier registration requirements, including obtaining prior express or prior express written consent where required, honouring revocation made by any reasonable means within ten business days, and maintaining consent and opt out records (the TSR generally requires records to be kept for five years).

3.4State privacy laws. Where the California Consumer Privacy Act, as amended by the California Privacy Rights Act, or any other US state privacy law applies, the Customer is the business and OAW is the service provider. OAW will not sell or share personal data, and will not retain, use or disclose personal data for any purpose other than performing the Service or as otherwise permitted by such laws. The Customer is responsible for providing required notices and honouring consumer rights requests.

3.5Disclaimers and limitations. The disclaimers in clause 12 and the limitations of liability in clause 14 apply to the maximum extent permitted under applicable US law. Some states do not allow the exclusion of certain warranties or the limitation of certain damages, so some of those exclusions or limitations may not apply to the Customer to that extent.

Schedule 4: Supplementary Data Processing Detail

This Schedule 4 supplements the Data Processing Addendum at Schedule 1 with additional detail on OAW’s sub-processors, technical and organisational measures, special category data handling, and international transfer mechanisms. It does not replace Schedule 1. If any provision of this Schedule 4 conflicts with Schedule 1, Schedule 1 prevails.

4.1 Authorised sub-processors

4.1.1In addition to the general authorisation in Schedule 1 clause 4.1, the Customer specifically authorises OAW to engage the following sub-processors as at the effective date of these Terms:

• Anthropic (United States) – AI language model provider.
• Railway (United States) – application hosting and chat widget infrastructure.
• Vercel (United States) – dashboard hosting.
• Meta Platforms (United States / Ireland) – WhatsApp and Instagram channels, where enabled.
• Stripe (United States) – deposit collection, where the Customer uses OAW’s integration rather than its own Stripe account.
• Twilio (United States) – SMS confirmations and reminders sent on the Customer’s behalf. Where the Customer’s own booking system sends these instead, that provider is the Customer’s processor, not OAW’s.
• Google Workspace (Google Ireland Limited / Google LLC) – email infrastructure.

4.1.2OAW will give the Customer at least thirty days’ notice before adding or replacing a sub-processor from the list above. If the Customer reasonably objects on data protection grounds within that period, OAW will work with the Customer in good faith to address the objection and, if no solution is found, the Customer may suspend or terminate the affected part of the Service. This clause 4.1.2 provides additional detail to, and does not narrow, the notice obligation in Schedule 1 clause 4.2.

4.2 Special category and health-related data

4.2.1Where the Service processes health-related or other special category data that the Customer or an End User chooses to share, the Customer remains solely responsible for identifying and holding a valid Article 9 condition, normally the data subject’s explicit consent. OAW applies the additional safeguards set out in clause 4.3 below to such data and does not use it for OAW’s own purposes or to train third party AI models.

4.3 Technical and organisational measures

4.3.1Without limiting Schedule 1 clause 3.2, OAW’s technical and organisational measures include: encryption of personal data in transit, and at rest where supported; logical isolation of each Customer’s data; role-based access control and least-privilege access for OAW personnel; audit logging of configuration and access changes; vetting of sub-processors and written data-processing terms with each; documented back-up and security-incident response processes; and confidentiality obligations and data-protection awareness training for personnel.

4.4 International transfers

4.4.1Where OAW or a sub-processor transfers personal data outside the United Kingdom, European Economic Area or Switzerland, OAW relies on a valid transfer mechanism: the recipient’s certification under the EU-US Data Privacy Framework and its UK Extension where held, and otherwise the EU Standard Contractual Clauses and the UK International Data Transfer Addendum, supported by a transfer risk assessment. The relevant module of the Standard Contractual Clauses is incorporated into this Schedule by reference and prevails over any conflicting term in this Schedule in respect of those transfers.

4.5 Breach notification and audit

4.5.1For the purposes of Schedule 1 clause 3.5, OAW will notify the Customer without undue delay after becoming aware of a personal data breach affecting the Customer’s data, together with the information the Customer reasonably needs to meet its own notification duties, and will take reasonable steps to mitigate the breach.

4.5.2For the purposes of Schedule 1 clause 3.7, on termination or on the Customer’s written request, OAW will delete or return all personal data and delete existing copies, except to the extent retention is required by law. Standard back-ups are deleted on their normal cycle rather than on demand.

End of the Vallamo Terms of Service.