Terms of Service

1. These terms

1.1 These terms are between NexusQual Technologies Ltd, a company registered in England and Wales under company number 17383593 with its registered office at 71–75 Shelton Street, Covent Garden, London WC2H 9JQ, United Kingdom ("NexusQual", "we", "us"), and the estate agency that subscribes to the service ("you", "the Agency").

1.2 They apply together with the order or proposal that records your plan and fees, and with the Data Processing Agreement (version 1.0), which is incorporated into them. Where the Data Processing Agreement conflicts with these terms on the handling of personal data, the Data Processing Agreement prevails.

1.3 By creating an account, or by using the service, you accept these terms on behalf of the Agency and confirm you are authorised to do so. We record your acceptance, including the version accepted and the time.

1.4 These are business-to-business terms. You are not a consumer, and consumer protection rules do not apply to this contract.

2. Definitions

Assistant

The AI agent that answers messages sent to your WhatsApp number, configured with the persona text you write.

Client Area

The web application at client.nexusqual.com.

Authorised User

A person at the Agency to whom you give access to the Client Area.

Lead

A member of the public who sends a message to your WhatsApp number.

Lead Data

Personal data about Leads processed through the service, including phone numbers, message content, images and enquiry records.

Agency Content

Everything you put into the service: persona text, uploaded documents, listing information, staff and broker contact details, and account details.

Workspace

Your tenant within the service: your configuration, your Agency Content and the Lead Data processed for you.

3. What the service does

3.1 The service receives messages sent to your WhatsApp Business number, generates a reply using third-party AI language models drawing on the documents and persona text you provide, and sends that reply back through WhatsApp. It builds an enquiry record for each Lead, notifies one of your brokers when a conversation should be handed to a person, and meters conversations against your plan.

3.2 The Client Area lets Authorised Users configure the Assistant, upload documents, see usage and manage the account. It does not currently show you the conversations or enquiry records held for your agency — the Assistant hands a qualified lead to your broker over WhatsApp at the time, and there is no screen in which you can review, search or correct those records afterwards. Building that view is committed work and clause 6.3(f) explains what it means for requests from Leads in the meantime.

3.3 The service is in early access. It is actively being built. Features change, some parts of the Client Area are incomplete, and where a capability is not yet available we say so rather than implying otherwise. Onboarding is carried out by us with you, by hand.

3.4 We may change how the service works. Where a change materially reduces a capability you rely on, we will give you reasonable notice.

4. Your account

4.1 You must give accurate account information and keep it current.

4.2 You are responsible for your Authorised Users' use of the service, and for everything done under your account. Keep credentials confidential, do not share logins between people, and enable two-factor authentication on accounts with access to your Workspace.

4.3 Tell us promptly if you believe an account has been accessed without authorisation.

4.4 You must remove an Authorised User's access when they no longer need it.

5. WhatsApp and Meta

5.1 The service depends entirely on Meta's WhatsApp Business Platform. Messages reach us through Meta and replies go back through Meta.

5.2 You must hold your own WhatsApp Business account for the number you connect, and you must comply with Meta's terms and the WhatsApp Business Policy in how you use it. You are responsible for the messaging templates, opt-in practices and content standards those rules require.

5.3 If Meta restricts, suspends or removes your WhatsApp Business account or number, the service stops working for you. We have no control over Meta's decisions and are not responsible for them, but we will help you understand what happened where we can.

6. Data protection

6.1 The roles are split, and the split matters. For Lead Data and Agency Content, you are the controller and we are your processor: you decide why that data is collected and what happens to it, and we act on your instructions. For the account data of your Authorised Users — their logins, contact details, consent records and support requests — we are the controller, and our Privacy Policy explains what we do with it.

6.2 The Data Processing Agreement sets out how we process Lead Data on your behalf, the sub-processors involved, the security measures in place, and — explicitly — the capabilities that are not yet available. You should read it before you sign, because some of what a controller normally expects from a processor is not available yet and is recorded there as a commitment rather than a present capability.

6.3 As controller, you are responsible for:

1. Establishing and recording a lawful basis for processing Lead Data, and for the profiling described in clause 6.4.
2. Giving Leads the information data protection law requires — who you are, what you do with their enquiry, who it is shared with, how long you keep it and what rights they have. The service does not currently deliver a privacy notice inside the WhatsApp conversation. Until it does, providing that information is yours to arrange, by whatever route you use to communicate with enquirers. We will tell you when in-conversation notice becomes available.
3. Telling Leads they are speaking to an automated assistant, where your law, Meta's policies or fairness require it. The Assistant's persona is text you write, and nothing in the service compels it to disclose that it is an AI. If disclosure is required, your persona text must make it.
4. Your staff and brokers. Where you give us their names and phone numbers so the Assistant can notify them, you confirm you are entitled to do so and you are responsible for telling them their details are held in the service. They have no access to the Client Area and no separate relationship with us.
5. Deciding retention. How long Lead Data should be kept is your decision, recorded in the Data Processing Agreement.
6. Answering requests from Leads. Requests for access, correction, deletion, restriction or objection come to you as controller. Where we receive one, we pass it to you. What we can do to help you answer it, and what we cannot yet do, is set out in the Data Processing Agreement.

6.4 Profiling. The Assistant infers attributes about Leads from what they write — budget range, financing position, visa interest, urgency and similar — records them, and uses them to route the enquiry to one of your brokers. These inferences are generated by a language model and can be wrong about a person. You should consider whether this processing requires a data protection impact assessment before you rely on it, and you are responsible for how you act on the output.

6.5 Special category data. The service does not detect, filter or redact sensitive personal data. Leads write free text and may disclose anything. Do not configure the Assistant to solicit health, religious, political, biometric, sexual-life or criminal-offence information, and do not upload documents containing it.

7. Your content

7.1 You keep ownership of Agency Content. You grant us a non-exclusive licence to host, copy, process and transmit it for as long as you use the service, solely to provide the service to you.

7.2 You are responsible for what you upload. You confirm that you have the right to provide it and that doing so does not breach anyone's rights or any obligation of confidence.

7.3 Uploaded documents leave our systems. Where a document is marked for the Assistant to draw on, the text extracted from it is sent to third-party AI providers outside the United Kingdom and the United Arab Emirates so a reply can be generated. We do not inspect what you upload. Do not upload identity documents, client financial records, tenancy files containing third-party personal data, or anything you would not send to an external AI provider.

7.4 We do not use your content or your Leads' conversations to train our own models. Content is sent to third-party model providers to generate replies. We have not yet established whether those providers retain what they receive, or use it to improve their own models; the position is recorded in the sub-processor annex to the Data Processing Agreement and we will tell you when we have it.

8. Acceptable use

8.1 You must not, and must not permit anyone to:

1. use the service unlawfully, or in breach of Meta's terms or the WhatsApp Business Policy;
2. use the Assistant to send unsolicited bulk messages, or to message people who have not engaged with you;
3. configure the Assistant to give regulated advice — financial, mortgage, immigration, visa, tax or legal — or to make representations about a person's eligibility for any of those;
4. configure the Assistant to impersonate a named individual, or to deny being an automated system where disclosure is required;
5. attempt to access another agency's Workspace or data, probe or test the security of the service, or circumvent any access control;
6. copy, decompile or reverse engineer the service, or use its outputs to build or train a competing product;
7. resell or provide the service to a third party without our written agreement; or
8. upload malicious code, or content that is unlawful, defamatory or infringing.

8.2 If you find a security issue in the service, please report it to info@nexusqual.com rather than testing it further, and give us a reasonable opportunity to fix it before disclosing it.

9. What the assistant says

9.1 The Assistant's replies are generated by AI language models. They can be wrong. They may state a price, availability, specification, fee, process or legal position inaccurately, including where the underlying document you supplied was accurate.

9.2 Replies are sent under your agency's name, to your customers. You are responsible for what the Assistant says on your behalf, as you would be for a member of your staff. You should monitor conversations, keep the documents the Assistant draws on accurate and current, and hand over to a person where a matter is material.

9.3 Nothing the Assistant produces is professional advice, a valuation, an offer capable of acceptance, or a representation on which a Lead should rely without confirmation from a person at your agency.

9.4 You are responsible for compliance with the real-estate advertising, licensing and disclosure rules that apply to you in your market, including how listings may be described and what must be stated in a marketing communication.

10. Fees and invoicing

10.1 Fees, your plan and the conversation allowance it includes are set out in the order or proposal agreed with you.

10.2 We invoice you directly. The Client Area does not currently take payments, and we do not collect, process or store card details. Payment is by the method stated on the invoice, due within 14 days of the invoice date unless the order says otherwise.

10.3 Usage is metered per conversation window and shown in the Client Area. If you are heading past your allowance we will contact you to agree additional capacity. We will not stop the Assistant answering your Leads without telling you first.

10.4 Fees are exclusive of VAT and any other applicable taxes, which you pay in addition where they apply.

10.5 We may change fees on 30 days' written notice, taking effect from your next billing period. If you do not accept a change you may terminate under clause 12.

10.6 If an invoice is overdue we may charge interest at the statutory rate and, after giving you notice and a reasonable opportunity to pay, suspend the service under clause 12.

11. Support and availability

11.1 You can raise a support request from the Client Area. The Client Area does not currently send you an email when we reply, so during early access we work with you directly through the contact route agreed at onboarding, and you should treat that route as the reliable one.

11.2 A support ticket that has been waiting on your reply for 24 hours is closed automatically. You can raise a new one at any time.

11.3 We do not currently offer a contractual uptime commitment. We monitor the service continuously and work to keep it available, but we do not warrant that it will be uninterrupted or error-free, and we would rather say so than publish a figure we have not committed to meeting. If we introduce a service level commitment we will offer it to you in writing.

11.4 We may take the service down for maintenance. Where maintenance is planned we will give you notice.

12. Term, suspension and termination

12.1 These terms run from when you first use the service until terminated.

12.2 Either of us may terminate for convenience on 30 days' written notice, expiring at the end of a billing period.

12.3 Either of us may terminate immediately if the other commits a material breach that is not remedied within 30 days of written notice, or becomes insolvent.

12.4 We may suspend the service, in whole or part, where: an invoice is overdue and you have not paid after notice; we reasonably believe the service is being used in breach of clause 8; Meta has suspended the underlying WhatsApp account; or continuing to run it presents a security or legal risk. We will tell you why, and restore the service once the cause is resolved.

13. What happens when we finish

13.1 Your access to the Client Area and the Assistant ends on termination.

13.2 Export what you need before you terminate. The export function in the Client Area covers your account records, your agencies, billing records and details of your uploaded documents. It does not currently cover support tickets, consent history, marketing preferences or two-factor status. If you need those, or anything else we hold, ask us before termination and we will provide it.

13.3 On your instruction we delete your Workspace — configuration, Agency Content, conversations, enquiry records and images — through a dedicated deletion process. Unless you tell us otherwise, we will do this 30 days after termination.

13.4 What survives deletion. Three things. Records evidencing what you were billed for are archived for six years after deletion so that both of us can substantiate the account, and those archives contain Lead phone numbers. The deletion process records a snapshot of what was removed, which includes conversation content. And the automation engine retains its own execution records, including message payloads, for up to 14 days before removing them. All three are set out in clause 12 of the Data Processing Agreement.

13.5 Clauses that by their nature should survive termination do so, including clauses 7.4, 9, 13, 14, 15, 16, 17, 18, 20 and 21.

14. Intellectual property

14.1 We own the service, the software behind it and everything in it other than Agency Content. Nothing in these terms transfers that to you. You get a non-exclusive, non-transferable right to use the service during the term.

14.2 You own Agency Content and, as between us, the enquiry records generated for you.

14.3 If you give us feedback or suggestions, we may use them without obligation to you.

14.4 You may not use our name, logo or brand without our written permission, other than to state factually that you use the service.

15. Confidentiality

15.1 Each of us will keep the other's confidential information confidential, use it only for the purposes of these terms, and disclose it only to people who need it and are under equivalent obligations.

15.2 This does not apply to information that is public through no breach, was already known, is independently developed, or must be disclosed by law — in which case the disclosing party gives notice where it lawfully can.

15.3 These obligations continue for three years after termination, and indefinitely for anything that is a trade secret.

16. Warranties and disclaimers

16.1 Each of us warrants that we have the authority to enter into these terms.

16.2 We warrant that we will provide the service with reasonable skill and care.

16.3 Beyond that, and to the extent the law allows, the service is provided as it is. We do not warrant that it will be uninterrupted, that it will meet your requirements, that the Assistant's output will be accurate, or that any particular commercial outcome will follow from using it.

16.4 The service depends on third parties — Meta, AI model providers and our hosting provider. We are responsible for choosing them and for the obligations we owe you under the Data Processing Agreement, but we do not warrant their performance.

17. Liability

17.1 Neither of us limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited.

17.2 Neither of us is liable for loss of profit, revenue, business, goodwill, anticipated savings, or for indirect or consequential loss.

17.3 Subject to 17.1, each party's total liability arising out of these terms in any twelve-month period is limited to the greater of (a) the total fees paid by you under these terms in the twelve months before the claim arose, and (b) GBP 5,000.

17.4 Clause 17.3 does not limit your obligation to pay fees, or either party's liability under the indemnity in clause 18.

17.5 Liability arising from the processing of personal data is dealt with in the Data Processing Agreement.

18. Indemnity

18.1 You will indemnify us against claims, losses and reasonable costs arising from:

1. Agency Content, including any claim that it infringes a third party's rights or that you were not entitled to provide it;
2. your failure to establish a lawful basis for the processing of Lead Data, or to give Leads the information required of you as controller;
3. your breach of Meta's terms or the WhatsApp Business Policy; and
4. your use of the service in breach of clause 8.

18.2 We will tell you promptly about any claim, let you take conduct of the defence, and not settle without your agreement.

19. Changes to these terms

19.1 We may change these terms. We will give you 30 days' notice of a material change, and it takes effect at the start of your next billing period.

19.2 If a material change is unacceptable to you, you may terminate before it takes effect without further charge.

19.3 The version in force and the date it took effect are shown at the top of this page. We keep a record of the version each customer accepted and when.

20. General

20.1 Assignment. You may not assign these terms without our written consent. We may assign them to a group company or to a buyer of our business.

20.2 Entire agreement. These terms, the order, the Data Processing Agreement and the Privacy Policy are the whole agreement, and replace anything said or written before. Neither of us relies on any statement not written into them. This does not limit liability for fraud.

20.3 No partnership. Nothing here creates a partnership, joint venture or employment relationship, or authority to bind the other.

20.4 Notices. Formal notices to us go to info@nexusqual.com and to our registered office. Notices to you go to the contact address on your account.

20.5 Third parties. No one other than you and us has any right to enforce these terms.

20.6 Waiver and severance. A delay in enforcing a right does not waive it. If a provision is unenforceable, the rest continues in force.

20.7 Force majeure. Neither of us is liable for a failure caused by something beyond our reasonable control, though either may terminate if it continues beyond 60 days.

21. Governing law

21.1 These terms and any dispute arising out of them, including non-contractual disputes, are governed by the law of England and Wales.

21.2 The courts of England and Wales have exclusive jurisdiction, and both of us submit to them.

21.3 Nothing in this clause affects any right a Lead has under the data protection law of the place where they are, or any right you have under mandatory local law that cannot be excluded by agreement.