Terms & Conditions
AutomaticWorX (AWX) — 360° Agentic Customer Experience Platform
Operated by Ekkel AI F.Z.E
Effective Date: 21 July 2026 · Last Updated: 21 July 2026 · Version: 1.0
1. Introduction
1.1 These Terms and Conditions (the “Terms”) govern access to and use of the AutomaticWorX platform
(“AWX” or the “Platform”), an agentic customer experience automation platform operated by Ekkel AI
F.Z.E, a free zone establishment registered in the Ajman Free Zone, Emirate of Ajman, United Arab
Emirates, under trade licence number 34436, with its registered address at Office C1-1F-SF0940, C1
Building, Ajman Free Zone, Ajman, United Arab Emirates (“Ekkel AI”, “we”, “us” or “our”).
1.3 By executing an Order Form or by accessing or using the Platform, the Customer agrees to be bound
by the Agreement. The individual accepting on the Customer’s behalf represents and warrants that they
have authority to bind the Customer.
1.4 In the event of conflict, the following order of precedence applies: (a) the Order Form; (b) the DPA;
(c) these Terms; (d) the Documentation. A conflicting term in an Order Form prevails only for that Order
Form.
1.5 The Platform is provided for business use only. It is not offered to, and may not be used by,
individuals acting as consumers.
2. Definitions
In the Agreement, the following terms have the meanings set out below. Other capitalised terms are
defined where they first appear.
“AI Agents” means the artificial-intelligence-powered software agents made available through the
Platform that engage in, route, summarise, escalate and report on End User conversations.
“Authorized Users” means the Customer’s employees, agents and contractors authorised by the
Customer to access the Platform under the Customer’s account, up to any limit stated in the Order
Form.
“Channels” means the communication channels supported by the Platform and enabled under the
Order Form, which may include email, WhatsApp and other messaging services, web chat and
voice/telephony.
“Customer Data” means all data, content and materials submitted to or processed through the
Platform by or on behalf of the Customer or its End Users, including conversation content, voice
recordings and transcripts, knowledge base and configuration content, and data retrieved from
Customer Systems.
“Customer Systems” means the Customer’s own software, systems and services integrated with the
Platform, including CRM, ticketing, telephony and back-office systems.
“Documentation” means the user guides, technical documentation and usage policies for the
Platform made available by Ekkel AI, as updated from time to time.
“End User” means any individual who interacts with the Customer through the Platform, such as the
Customer’s customers, prospects or service contacts.
“Outputs” means content generated by the AI Agents or other generative features of the Platform,
including responses, summaries, classifications, translations and analytical insights.
“Services” means the Platform, the AI Agents, the dashboard and reporting features, and any
implementation, support and professional services described in an Order Form.
“Subscription Term” means the initial term stated in the Order Form and each renewal term.
“Usage Data” means technical logs, telemetry, and aggregated or de-identified data derived from the
operation of the Platform that does not identify the Customer, any Authorized User or any End User.
3. The Services
3.1 AWX provides AI Agents that autonomously handle End User conversations across the enabled
Channels, escalate conversations to the Customer’s human agents with full context where configured or
where confidence thresholds are not met, and provide unified reporting, trend detection and operational
analytics through the AWX dashboard.
3.2 The scope of the Services — including enabled Channels, conversation volumes, number of
Authorized Users, integrations, white-label options, data residency options and service levels — is as set
out in the applicable Order Form.
3.3 Ekkel AI may enhance, update or modify the Services from time to time, provided that no such
change materially degrades the core functionality of the Services during a paid Subscription Term.
3.4 Ekkel AI may make beta, preview or early-access features available. Such features are provided “as
is”, may be modified or withdrawn at any time, are excluded from any service levels and warranties, and
should not be used with production or sensitive data unless expressly agreed.
4. Order Forms, Term and Renewal
4.1 The Customer subscribes to the Services under one or more Order Forms. Unless stated otherwise in
the Order Form, fees comprise (a) a one-time setup and implementation fee and (b) a recurring
subscription fee for each Subscription Term.
4.2 Unless the Order Form provides otherwise, each Subscription Term automatically renews for
successive twelve (12) month periods unless either party gives written notice of non-renewal at least
sixty (60) days before the end of the then-current Subscription Term.
4.3 The Order Form may specify usage limits, including conversation volumes, Channel entitlements and
Authorized User counts. Ekkel AI may measure usage through the Platform. Usage in excess of purchased
limits is charged at the overage rates in the Order Form or, if none are stated, at Ekkel AI’s then-current
rates notified to the Customer.
5. Access Rights
5.1 Subject to the Agreement and payment of the applicable fees, Ekkel AI grants the Customer a non-
exclusive, non-transferable, non-sublicensable right, during the Subscription Term, to permit Authorized
Users to access and use the Services and Documentation solely for the Customer’s internal business
operations (and, where white-label rights are granted in the Order Form, as expressly permitted there).
5.2 All rights not expressly granted are reserved by Ekkel AI and its licensors. Nothing in the Agreement
transfers ownership of the Platform or any Ekkel AI intellectual property to the Customer.
6. Accounts and Authorized Users
6.1 The Customer is responsible for maintaining the confidentiality of all account credentials, for all
activity occurring under its accounts, and for ensuring that Authorized Users comply with the Agreement.
The Customer shall notify Ekkel AI promptly of any unauthorised access or use.
6.2 The Customer shall keep its account and billing information accurate and up to date.
7. Acceptable Use
7.1 The Customer shall not, and shall ensure that Authorized Users do not:
copy, modify, translate or create derivative works of the Platform, or reverse engineer, decompile
or otherwise attempt to derive the source code, underlying models, system prompts or algorithms
of the Platform, except to the extent such restriction is prohibited by applicable law;
rent, lease, resell, distribute or make the Services available to third parties, except as expressly
permitted under a white-label or reseller arrangement in the Order Form;
circumvent or exceed usage limits, access controls or security features;
use the Services to develop or train a competing product or service, or publish benchmarks or
performance comparisons of the Services without Ekkel AI’s prior written consent;
upload or transmit malicious code, or content that is unlawful, defamatory, infringing, or that
violates the rights of any person;
use the Services to send unsolicited or unlawful communications, or in breach of the policies of
any Channel provider (including the WhatsApp Business Messaging Policy and applicable
telecommunications regulations);
use the Services in violation of applicable law, including data protection, consumer protection,
telecommunications and export control laws.
7.2 Ekkel AI may suspend access to all or part of the Services, with prior notice where practicable, if (a)
the Customer materially breaches this Section 7, (b) suspension is necessary to prevent harm to the
Platform, other customers or third parties, or (c) required by law. Ekkel AI will restore access promptly
once the grounds for suspension are resolved.
8. Customer Data
8.1 As between the parties, the Customer owns and retains all right, title and interest in and to Customer
Data.
8.2 The Customer grants Ekkel AI a non-exclusive, worldwide licence to host, process, transmit, display
and analyse Customer Data solely (a) to provide, secure, support and improve the Services for the
Customer, (b) as instructed by the Customer, and (c) as required by applicable law.
8.3 The Customer is solely responsible for (a) the accuracy, quality and lawfulness of Customer Data,
including knowledge base and configuration content used to instruct the AI Agents, (b) having all rights,
permissions and consents necessary to provide Customer Data to Ekkel AI and to have it processed
through the Platform, and (c) its instructions to Ekkel AI regarding Customer Data.
8.4 Ekkel AI may generate and use Usage Data to operate, secure, benchmark and improve the Services,
provided Usage Data does not identify the Customer, any Authorized User or any End User.
8.5 Ekkel AI shall not use Customer Data to train general-purpose artificial intelligence models made
available to other customers, except with the Customer’s prior written consent. Customer Data may be
used to configure, fine-tune and improve the Customer’s own deployment of the Services.
9. AI Features and Outputs
9.1 The Services incorporate generative artificial intelligence, including large language models provided
by Ekkel AI and by third-party foundation model providers engaged as subprocessors, to understand,
generate and act on End User conversations.
9.2 Generative AI is probabilistic. Notwithstanding the safeguards built into the Platform (including
confidence scoring, guardrails and human escalation), Outputs may be inaccurate, incomplete or
inappropriate for the Customer’s purposes. The Customer acknowledges that Outputs are generated
automatically and are not reviewed by Ekkel AI before delivery to End Users.
9.3 The Customer is responsible for (a) configuring the AI Agents, escalation rules and guardrails
appropriately for its business and regulatory context, (b) maintaining accurate and current knowledge
base content, and (c) applying human oversight appropriate to the nature and risk of the conversations
handled.
9.4 Outputs do not constitute legal, financial, medical, insurance, investment or other professional
advice. Where the Customer operates in a regulated industry, the Customer is solely responsible for
ensuring its use of the Services complies with the laws, regulations and supervisory requirements
applicable to it.
9.5 The Customer shall not use the Services in any context where an error in an Output could reasonably
be expected to result in death, personal injury, or severe environmental or property damage, or to make
fully automated decisions that produce legal or similarly significant effects on individuals without
meaningful human involvement, unless expressly agreed in writing with appropriate safeguards.
9.6 Where applicable law requires that individuals be informed that they are interacting with an
automated system, the Customer is responsible for providing such disclosure to its End Users. The
Platform provides configuration options to support such disclosures.
10. Channels, Integrations and Third-Party Services
10.1 Certain Channels and features depend on third-party services, including the WhatsApp Business
Platform (Meta), telephony carriers and providers, and email service providers (“Third-Party Services”).
The Customer’s use of a Channel is subject to the terms, policies and approval processes of the relevant
Third-Party Service (including message template approvals and messaging policies), and the Customer
shall comply with them.
10.2 Ekkel AI is not responsible for the availability, performance, or changes to Third-Party Services, and
unavailability of a Third-Party Service is not a breach of the Agreement. Pass-through charges levied by
Third-Party Services (such as WhatsApp conversation charges and telephony usage) are payable by the
Customer as set out in the Order Form.
10.3 Where the Services integrate with Customer Systems, the Customer shall maintain the required
licences, credentials and API availability. Ekkel AI is not responsible for failures caused by changes to, or
unavailability of, Customer Systems or their APIs. Custom integration work is scoped and charged as set
out in the Order Form or a statement of work.
11. Voice Services and Call Recording
11.1 Where voice Channels are enabled, the Platform may record, transcribe and analyse calls in order to
deliver the Services, including escalation with context, quality analysis and trend reporting.
11.2 The Customer is solely responsible for providing all notices to, and obtaining all consents from, End
Users required under applicable law in relation to call recording, transcription, analysis and interaction
with automated systems, in each jurisdiction where its End Users are located. The Platform provides
configurable announcements to support compliance.
12. Implementation and Professional Services
12.1 Ekkel AI will provide the setup, configuration, integration and training services described in the
Order Form or an agreed statement of work.
12.2 The Customer shall provide timely cooperation, including access to relevant personnel, systems,
credentials and content. Delivery timelines are dependent on such cooperation and will be extended to
the extent of any Customer delay.
12.3 Unless an acceptance procedure is specified in the Order Form, implementation deliverables are
deemed accepted when made available for production use.
13. Support and Service Levels
13.1 Ekkel AI will provide support to the Customer as described in the Order Form, or otherwise during
Ekkel AI’s standard business hours through its standard support channels.
13.2 Any availability commitments and service credits are as set out in the service level terms in the
Order Form. Service credits are the Customer’s sole and exclusive remedy for a failure to meet availability
commitments.
13.3 Ekkel AI may perform scheduled maintenance and will use reasonable efforts to provide advance
notice of maintenance expected to materially affect availability.
14. Fees and Payment
14.1 The Customer shall pay the fees stated in the Order Form. Unless the Order Form provides
otherwise, subscription fees are payable annually in advance and setup and implementation fees are
payable on execution of the Order Form.
14.2 Invoices are payable within thirty (30) days of the invoice date. Ekkel AI may charge interest on
overdue amounts at 1% per month (or the maximum rate permitted by law, if lower) and may suspend
the Services if any undisputed amount remains unpaid more than thirty (30) days after written notice.
14.3 Fees are exclusive of taxes. The Customer is responsible for all applicable taxes, duties and
withholdings (including UAE VAT), other than taxes on Ekkel AI’s income. Amounts payable shall be
grossed up so that Ekkel AI receives the full amount invoiced.
14.4 Except as expressly provided in the Agreement, all fees are non-cancellable and non-refundable.
14.5 Ekkel AI may revise fees with effect from the next renewal by giving at least sixty (60) days’ written
notice before the start of that renewal term.
15. Intellectual Property
15.1 Ekkel AI and its licensors own all right, title and interest in and to the Platform, the AI Agents, the
Documentation, the underlying software, models, interfaces and know-how, and all improvements and
derivatives thereof, including all associated intellectual property rights and Ekkel AI’s patent portfolio.
15.2 If the Customer provides feedback, suggestions or ideas regarding the Services, Ekkel AI may use
them without restriction or obligation, and the Customer grants Ekkel AI a perpetual, irrevocable,
worldwide, royalty-free licence to do so.
15.3 The Customer grants Ekkel AI a limited licence to use the Customer’s name, trademarks and
branding solely as necessary to provide the Services (including white-label configuration) during the
Subscription Term.
16. Confidentiality
16.1 “Confidential Information” means non-public information disclosed by one party to the other in
connection with the Agreement that is designated as confidential or that reasonably should be
understood to be confidential given its nature and the circumstances of disclosure. Customer Data is the
Customer’s Confidential Information; the Platform, its performance data, pricing and roadmap are Ekkel
AI’s Confidential Information.
16.2 The receiving party shall (a) use the disclosing party’s Confidential Information only to perform the
Agreement, (b) protect it using at least the same degree of care it uses for its own similar information and
no less than reasonable care, and (c) disclose it only to personnel, affiliates and advisers who need to
know it and are bound by confidentiality obligations no less protective.
16.3 Confidential Information excludes information that (a) is or becomes publicly available without
breach, (b) was known to the recipient without restriction before disclosure, (c) is independently
developed without use of the discloser’s Confidential Information, or (d) is rightfully received from a third
party without restriction.
16.4 A party may disclose Confidential Information to the extent required by law or a competent
authority, provided it gives prompt notice (where lawful) and reasonable assistance to contest or limit
the disclosure.
16.5 The obligations in this Section survive for five (5) years after termination of the Agreement, and
indefinitely for trade secrets and Customer Data.
17. Data Protection
17.1 Each party shall comply with applicable data protection laws, including UAE Federal Decree-Law No.
45 of 2021 on the Protection of Personal Data (the “PDPL”) and, where applicable, the EU/UK General
Data Protection Regulation and free-zone data protection regimes (DIFC, ADGM).
17.2 For personal data of End Users processed through the Platform, the Customer is the controller and
Ekkel AI is a processor acting on the Customer’s documented instructions, as further set out in the DPA.
For personal data of the Customer’s account contacts and Authorized Users, Ekkel AI acts as a controller
as described in its Privacy Policy.
17.3 The parties shall execute the DPA, which governs subprocessing (including the use of cloud hosting,
foundation model and telephony providers), security measures, breach notification, international
transfers, and deletion or return of personal data. The Customer authorises the subprocessors listed in
the DPA or otherwise notified to the Customer.
17.4 Where specified in the Order Form, Ekkel AI will host Customer Data in data centres located in the
United Arab Emirates.
18. Warranties and Disclaimers
18.1 Each party warrants that it is validly existing and has the authority to enter into the Agreement.
18.2 Ekkel AI warrants that (a) the Services will perform materially in accordance with the
Documentation, and (b) professional services will be performed with reasonable skill and care. The
Customer’s exclusive remedy for breach of this warranty is re-performance or repair of the non-
conforming Services and, if Ekkel AI is unable to remedy the non-conformity within a reasonable period,
termination of the affected Order Form and a pro-rata refund of prepaid fees for the unexpired portion
of the Subscription Term.
18.3 Except as expressly stated in the Agreement, the Services are provided “as is” and Ekkel AI disclaims
all other warranties, express or implied, including warranties of merchantability, fitness for a particular
purpose and non-infringement. Ekkel AI does not warrant that the Services will be uninterrupted or error-
free, or that Outputs will be accurate, complete or suitable for any particular purpose.
19. Indemnities
19.1 Ekkel AI shall defend the Customer against any third-party claim alleging that the Platform, as
provided by Ekkel AI and used in accordance with the Agreement, infringes that third party’s intellectual
property rights, and shall indemnify the Customer for damages finally awarded or amounts agreed in
settlement of such claim. If such a claim arises or is likely, Ekkel AI may, at its option, procure the right for
the Customer to continue using the Platform, modify or replace the affected component, or terminate
the affected Order Form and refund prepaid fees for the unexpired portion of the Subscription Term. This
Section states Ekkel AI’s entire liability for infringement claims.
19.2 Ekkel AI’s obligations under Section 19.1 do not apply to claims arising from (a) Customer Data, (b)
combination of the Platform with items not provided by Ekkel AI, (c) modifications not made by Ekkel AI,
or (d) use in breach of the Agreement.
19.3 The Customer shall defend and indemnify Ekkel AI against third-party claims arising from (a)
Customer Data, (b) the Customer’s breach of Sections 7 (Acceptable Use), 9 (AI Features and Outputs), 10
(Channels) or 11 (Voice), (c) the Customer’s relationship with its End Users, including the products and
services the Customer provides to them, or (d) the Customer’s failure to provide notices or obtain
consents required by applicable law.
19.4 The indemnified party shall give prompt written notice of the claim, grant the indemnifying party
sole control of the defence and settlement (provided any settlement fully releases the indemnified party
without admission of liability on its part), and provide reasonable cooperation at the indemnifying party’s
expense.
20. Limitation of Liability
20.1 Neither party is liable for any indirect, incidental, special, consequential or punitive damages, or for
loss of profits, revenue, goodwill, anticipated savings or data (other than the cost of restoring data from
the last available backup), even if advised of the possibility of such damages.
20.2 Each party’s total aggregate liability arising out of or in connection with the Agreement is limited to
the fees paid or payable by the Customer under the applicable Order Form in the twelve (12) months
preceding the event giving rise to the claim.
20.3 The limitations in this Section do not apply to (a) the Customer’s payment obligations, (b) a party’s
indemnification obligations under Section 19, (c) a party’s breach of Section 16 (Confidentiality), or (d)
liability that cannot be excluded or limited under applicable law, including liability for death, personal
injury, fraud, gross negligence or wilful misconduct.
21. Term, Termination and Effect of Termination
21.1 The Agreement takes effect on the effective date of the first Order Form and continues until all
Order Forms have expired or been terminated.
21.2 Either party may terminate the Agreement or the affected Order Form with immediate effect by
written notice if the other party (a) commits a material breach and fails to cure it within thirty (30) days
of written notice, or (b) becomes insolvent, enters liquidation or an analogous event occurs.
21.3 Upon expiry or termination, the Customer’s access rights cease and all unpaid fees for the
remainder of the Subscription Term become due, except that if the Customer terminates for Ekkel AI’s
uncured material breach, Ekkel AI shall refund prepaid fees for the unexpired portion of the Subscription
Term.
21.4 For thirty (30) days after expiry or termination, Ekkel AI will make Customer Data available for
export in a commonly used format on written request. Thereafter, Ekkel AI shall delete Customer Data in
accordance with the DPA, except to the extent retention is required by law.
21.5 Sections which by their nature should survive termination shall survive, including Sections 8.1, 14,
15, 16, 17, 18.3, 19, 20, 21.3–21.5, 25 and 26.
22. Publicity
22.1 Ekkel AI may identify the Customer by name and logo in its customer lists and marketing materials
with the Customer’s prior written consent (email sufficing), which shall not be unreasonably withheld.
Case studies and press releases require the Customer’s prior written approval.
23. Force Majeure
23.1 Neither party is liable for failure or delay in performance (other than payment obligations) caused
by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, epidemics,
governmental action, utility or telecommunications failures, and failures of Third-Party Services, provided
the affected party uses reasonable efforts to mitigate and resume performance.
24. Governing Law and Dispute Resolution
24.1 The Agreement is governed by the federal laws of the United Arab Emirates as applied in the
Emirate of Dubai, without regard to conflict of laws principles.
24.2 The parties shall first attempt to resolve any dispute through good-faith senior-management
negotiation for thirty (30) days after written notice of the dispute.
24.3 Any dispute not resolved by negotiation shall be finally settled by arbitration under the Arbitration
Rules of the Dubai International Arbitration Centre (DIAC) by one arbitrator, seated in Dubai, conducted
in English. Nothing prevents either party from seeking urgent injunctive relief in any court of competent
jurisdiction.
25. General
25.1 Entire agreement. The Agreement constitutes the entire agreement between the parties regarding
its subject matter and supersedes all prior agreements, representations and understandings. Neither
party relies on any statement not set out in the Agreement. Terms on Customer purchase orders or
vendor portals have no effect.
25.2 Amendments. Ekkel AI may update these Terms by giving at least thirty (30) days’ written notice;
material changes take effect from the Customer’s next renewal unless required earlier by law. Order
Forms may only be amended in writing signed by both parties.
25.3 Assignment. Neither party may assign the Agreement without the other party’s prior written
consent, except that either party may assign it in connection with a merger, acquisition or sale of
substantially all of its assets, with written notice.
25.4 Subcontracting. Ekkel AI may use affiliates and subcontractors to perform the Services and remains
responsible for their performance. Subprocessing of personal data is governed by the DPA.
25.5 Notices. Legal notices must be in writing and delivered to the addresses stated in the Order Form
(for the Customer) and to legal@ekkel.ai and to Ekkel AI F.Z.E’s registered address (for Ekkel AI), and are
deemed given on confirmed delivery.
25.6 Waiver and severability. Failure to enforce a provision is not a waiver. If any provision is held
unenforceable, it will be modified to the minimum extent necessary and the remainder will remain in
effect.
25.7 Relationship. The parties are independent contractors. The Agreement does not create a
partnership, joint venture, agency or employment relationship.
25.8 Compliance. Each party shall comply with applicable anti-bribery, anti-money-laundering, sanctions
and export control laws in connection with the Agreement.
26. Contact
Questions about these Terms may be directed to: Ekkel AI F.Z.E, Office C1-1F-SF0940, C1 Building, Ajman
Free Zone, Ajman, United Arab Emirates. Email: legal@ekkel.ai.