Pre-contract Service Terms Preview

This preview is for information only and is not offered for acceptance. It shows prospective customers the terms on which Cole Valley intends to supply Call Quality Lens. It cannot be accepted or incorporated into an Order Form; a customer is bound only by an operative version of the terms that its signed or accepted Order Form incorporates. The documents these terms refer to, including the Data Processing Agreement, are provided with the Order Form. For a copy, email kelvin@colevalleyconsulting.co.uk.

Item Value
Version 0.1 preview, not offered for acceptance
Date 26 September 2026
Supplier COLE VALLEY GROUP LTD, trading as Cole Valley Consulting
Status Pre-contract preview for information only. It cannot be accepted or incorporated into an Order Form. A customer is bound only by an operative version of these terms that its signed or accepted Order Form incorporates

1. Parties and Agreement Structure

1.1 These terms are made between COLE VALLEY GROUP LTD, a private limited company registered in England and Wales under company number 17117677, whose registered office is at 128 City Road, London, United Kingdom, EC1V 2NX, trading as Cole Valley Consulting ("Cole Valley", "we", "us"), and the organisation named as the customer in the Order Form (the "Customer").

1.2 The agreement between the parties (the "Agreement") consists of the following documents:

  1. the Order Form;
  2. the Data Processing Agreement;
  3. these Service Terms;
  4. the Early Access Service Levels;
  5. the Subscription Cancellation Policy.

The Subprocessor Register forms part of the Data Processing Agreement and changes only under clause 5 of that agreement. The DPIA Support Pack and the Privacy Notice are supplied for information and do not form part of the Agreement.

1.3 If the documents conflict, they take precedence in the order listed in clause 1.2, except that the Data Processing Agreement prevails over every other document on any matter concerning the processing of Customer Personal Data, unless a special term in the Order Form expressly refers to the Data Processing Agreement clause it varies.

1.4 The Service is supplied only to businesses and organisations acting in the course of business. The Customer confirms that it is not entering into the Agreement as a consumer.

2. Definitions

In the Agreement:

3. Service Provision

3.1 Cole Valley will provide the Service to the Customer during the Commitment Term in accordance with the Agreement.

3.2 The Service is offered as an early access service. Features may be added, changed or withdrawn, provided that Cole Valley does not materially reduce the core call quality analysis functionality during a Commitment Term without the Customer's agreement. Cole Valley will give reasonable notice of any change that materially affects the Customer.

3.3 The Service depends on Microsoft Graph, Microsoft Entra ID and Microsoft Azure. Cole Valley is not responsible for the availability, accuracy or completeness of data supplied by Microsoft, or for changes Microsoft makes to those services, but will use reasonable endeavours to adapt the Service to such changes.

3.4 Cole Valley may use subcontractors and subprocessors to provide the Service, subject to the Data Processing Agreement. Cole Valley remains responsible for their performance.

4. Customer Responsibilities

4.1 Tenant authorisation. The Customer will arrange for an administrator of the Customer Tenant to grant admin consent to the Microsoft Graph application permissions listed in Annex 1 of the Data Processing Agreement. The Customer acknowledges that admin consent authorises the application to access data in Microsoft's systems; it is not a lawful basis for processing under the Data Protection Legislation.

4.2 Controller obligations. The Customer is the controller of Customer Personal Data. The Customer is responsible for:

  1. identifying and documenting a lawful basis for the processing carried out through the Service;
  2. informing its workers and other affected individuals about the processing, as required by Articles 13 and 14 of the UK GDPR;
  3. carrying out any data protection impact assessment required by Article 35 of the UK GDPR before enabling the Service, for which Cole Valley supplies the DPIA Support Pack;
  4. consulting workers or their representatives where its policies or legal obligations require it;
  5. deciding whether to grant, and whether later to revoke, each Microsoft Graph permission, recognising that a permission applies to the whole Customer Tenant and that the Service has not been tested with fewer than all seven permissions.

4.3 Decisions about individuals. The Customer must not use the Service or its outputs as the sole basis for a decision that produces a legal effect or a similarly significant effect on an individual, including a decision about recruitment, discipline, dismissal, pay or performance ratings. Any such decision must involve meaningful human review by a person with authority to change it.

4.4 Authorised Users. By default, every user in the Customer Tenant who can sign in to Microsoft Entra ID can sign in to the customer portal and see the Customer Tenant's call quality data, because the Service does not yet apply its own roles or group checks. The Customer controls access through Microsoft Entra ID, in particular by setting "Assignment required" on the Call Quality Lens customer portal enterprise application in the Customer Tenant and assigning only the users or groups who need access. Microsoft states that this requirement does not apply to Global Administrators, and that assigning groups requires Microsoft Entra ID P1 or P2. The Customer is responsible for configuring that control, for keeping sign-in credentials secure and for the acts and omissions of its Authorised Users.

4.5 Uploaded data. The Customer is responsible for the accuracy of network reference data it uploads and for ensuring that it has the right to upload that data.

5. Acceptable Use

5.1 The Customer must not, and must ensure that its Authorised Users do not:

  1. use the Service in breach of any law, including employment, equality and Data Protection Legislation;
  2. use the Service for covert monitoring of individuals;
  3. attempt to access data belonging to another Cole Valley customer, or probe, scan or test the vulnerability of the Service, without Cole Valley's prior written consent;
  4. interfere with or disrupt the Service, or place an unreasonable load on it;
  5. copy, modify, reverse engineer or create derivative works of the Service, except to the extent that the law permits this and cannot be excluded;
  6. resell, sublicense or make the Service available to a third party other than the Customer's own contractors acting on its behalf;
  7. use the AI features to generate content that is unlawful, harmful or deceptive, or attempt to circumvent the content filtering applied to them.

5.2 Cole Valley may suspend access to the Service, in whole or in part, to the extent reasonably necessary to prevent or stop a breach of clause 5.1 or a security threat. Cole Valley will notify the Customer promptly, give reasons and restore access once the cause has been resolved.

6. Data Protection

6.1 Each party will comply with the Data Protection Legislation. Cole Valley processes Customer Personal Data as the Customer's processor under the Data Processing Agreement.

6.2 Cole Valley acts as an independent controller only for the limited purposes described in the Privacy Notice, namely the security and operation of the Service, the protection of its legal position and the administration of the customer relationship.

7. AI Features

7.1 The Service includes features that use Microsoft Azure OpenAI in Foundry Models to produce hourly summaries, diagnoses, natural-language search results and answers to Authorised Users' questions (the "AI Features").

7.2 AI outputs may be incomplete or incorrect. They are generated from the Customer Data available to the Service at the time and are provided to support, not replace, the judgement of the Customer's staff. The Customer is responsible for reviewing any AI output before relying on it.

7.3 Cole Valley does not use Customer Data to train AI models. Microsoft states that it does not use prompts or completions to train its foundation models without the customer's permission or instruction.

7.4 The processing location of the AI Features, Microsoft's handling of prompts and outputs (including abuse monitoring) and the data sent to the model are described in Annex 1 and Annex 4 of the Data Processing Agreement.

7.5 Manual AI requests are subject to a fair use quota of 10,000 requests per Customer Tenant per calendar month. Hourly automated summaries do not count toward the quota.

8. Fees and Payment

8.1 The Customer will pay the fees set out in the Order Form. Unless the Order Form states otherwise, fees are calculated monthly by multiplying the number of Monitored Entities of each type by the per-entity monthly rate for the Customer's Commitment Term.

8.2 The number of Monitored Entities is taken from a monthly snapshot of the Customer Tenant's directory and licence data made by the Service. Call activity does not affect the count. Cole Valley will give the Customer access to the counts on which each invoice is based.

8.3 All fees are exclusive of VAT, which the Customer will pay at the applicable rate.

8.4 Unless the Order Form states that the Customer pays on invoice, payment is collected by card or direct debit through Cole Valley's payment provider on the invoice date. Where the Order Form states that the Customer pays on invoice, payment is due within 30 days of the invoice date.

8.5 If the Customer fails to pay an undisputed amount when due, Cole Valley may claim interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998. If an undisputed amount remains unpaid 30 days after Cole Valley gives written notice of non-payment, Cole Valley may suspend the Service until payment is made.

8.6 The Customer may dispute an invoice in good faith by notice given within 30 days of the invoice date, stating the reasons. The parties will seek to resolve the dispute promptly, and the Customer will pay any undisputed part of the invoice when due.

9. Term and Renewal

9.1 The Agreement starts on the date stated in the Order Form and continues for the initial Commitment Term.

9.2 The Agreement renews automatically at the end of each Commitment Term for a further term of the same length, unless either party gives written notice of non-renewal at least 60 days before the end of the then-current Commitment Term.

9.3 The rates for a Renewal Term are those in the rate card identified in the Order Form, as published at the time of renewal for the relevant term length, unless the Order Form sets negotiated pricing, which then takes precedence.

9.4 A change to the rates applies to a Renewal Term only if Cole Valley gives the Customer written notice of the new rates, sent to the notice address in the Order Form, at least 90 days before the end of the then-current Commitment Term. If Cole Valley gives no notice or gives it late, the Customer may choose either to renew at the existing rates or to give notice of non-renewal at any time up to 30 days after it receives valid notice of the new rates, even if the 60-day deadline in clause 9.2 has passed.

10. Early Exit Right

10.1 The Customer has a right to end the Agreement before the end of the Commitment Term for convenience (the "Early Exit Right"). The Customer exercises the Early Exit Right by giving written notice. The Agreement then ends at the end of the billing month in which the notice is received, or on a later date stated in the notice. A "billing month" is a calendar month, unless the Order Form states otherwise. Where the Agreement starts or ends part way through a billing month, the recurring fee for that month is apportioned by the number of days in the month for which the Agreement is in force, rounded to the nearest penny.

10.2 The price of the Early Exit Right (the "Early Exit Fee") is the lower of:

  1. three times the Monthly Recurring Fee; and
  2. the Monthly Recurring Fee multiplied by the number of whole billing months remaining in the Commitment Term after the Agreement ends. A part of a billing month is not counted.

The "Monthly Recurring Fee" is the recurring fee invoiced for the last full billing month before the notice or, if the notice is received during the first billing month, the recurring fee for that month calculated from its Monitored Entity snapshot. It excludes VAT, interest and any one-off charges.

10.3 The Early Exit Fee is the agreed consideration for the Early Exit Right. It is not a sum payable on breach; the Customer is under no obligation not to exercise the Early Exit Right, and exercising it is not a breach of the Agreement.

10.4 No Early Exit Fee is payable if the Customer ends the Agreement:

  1. under clause 11.1 for Cole Valley's material breach or insolvency;
  2. under clause 15 following a prolonged force majeure event;
  3. in whole or in part under clause 5.3 of the Data Processing Agreement following an objection to a new subprocessor that has not been resolved.

10.5 Where the Customer ends the Agreement, or part of it, on a ground listed in clause 10.4, or Cole Valley ends it under clause 15, the Agreement or that part ends on the date stated in the notice, and Cole Valley will refund any recurring fees paid for the period after that date. The final invoice covers only the period up to that date.

11. Termination

11.1 Either party may terminate the Agreement with immediate effect by written notice if the other party:

  1. commits a material breach of the Agreement which is incapable of remedy, or which it fails to remedy within 30 days of receiving written notice requiring it to do so; or
  2. becomes insolvent, enters administration or liquidation, makes any arrangement with its creditors or ceases to carry on business.

11.2 Cole Valley may terminate the Agreement by written notice if an undisputed amount remains unpaid 60 days after its due date.

11.3 On termination or expiry, the offboarding process in the Subscription Cancellation Policy applies. In summary:

  1. access to the Service ends;
  2. the final invoice covers the billing period in which the Agreement ends, together with any Early Exit Fee, except as clause 10.5 provides;
  3. Customer Data is returned or deleted in accordance with clause 11 of the Data Processing Agreement.

11.4 Clauses 6, 8 (for amounts accrued), 10.5, 11.3, 12, 13, 14 and 16 survive termination or expiry.

12. Intellectual Property

12.1 Cole Valley and its licensors own all intellectual property rights in the Service. The Customer receives a non-exclusive, non-transferable right to use the Service for its internal business purposes during the Commitment Term.

12.2 The Customer owns the Customer Data. The Customer grants Cole Valley a licence to use the Customer Data only to provide and support the Service, as the Data Processing Agreement permits.

12.3 Cole Valley may use feedback provided by the Customer to improve the Service, without obligation, provided that it does not identify the Customer or disclose Customer Data.

13. Confidentiality

13.1 Each party will keep confidential the other party's confidential information, will use it only to perform or receive the benefit of the Agreement and will disclose it only to its employees, contractors and professional advisers who need to know it and who are bound by equivalent obligations.

13.2 Clause 13.1 does not apply to information that is or becomes public other than through a breach of the Agreement, that was lawfully known to the recipient before disclosure or that the recipient must disclose by law, provided that the recipient gives prompt notice where the law allows.

14. Limitation of Liability

14.1 Nothing in the Agreement limits or excludes liability for:

  1. death or personal injury caused by negligence;
  2. fraud or fraudulent misrepresentation;
  3. the Customer's obligation to pay fees due under the Agreement;
  4. any other liability that cannot be limited or excluded by law.

14.2 Subject to clause 14.1, neither party is liable for loss of profits, revenue, business, goodwill or anticipated savings, or for any indirect or consequential loss.

14.3 Subject to clause 14.1, each party's total aggregate liability arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the greater of:

  1. the fees paid and payable by the Customer under the Agreement in the 12 months before the event giving rise to the claim; and
  2. £10,000.

14.4 Except as expressly stated in the Agreement, all warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law.

15. Force Majeure

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including a failure of a Microsoft service on which the Service depends, provided that it notifies the other party promptly and uses reasonable endeavours to mitigate the effect. If the event continues for more than 60 days, either party may terminate the Agreement by written notice without liability, subject to clause 10.5.

16. General

16.1 Notices. Notices must be in writing and sent by email to the notice address in the Order Form, or to Cole Valley at kelvin@colevalleyconsulting.co.uk. A notice of breach, termination or a claim must also be sent by post to the recipient's registered office. Notifications of a personal data breach under the Data Processing Agreement, subprocessor change notices and operational notices are validly given by email alone. An email notice is received at the time of sending if sent before 17:00 on a Business Day, and otherwise at 09:00 on the next Business Day.

16.2 Assignment. Neither party may assign or transfer the Agreement without the other party's prior written consent, which must not be unreasonably withheld, except that either party may assign it on notice to a successor to all or substantially all of its business.

16.3 Entire agreement. The Agreement is the entire agreement between the parties on its subject matter. Each party acknowledges that it has not relied on any statement that is not set out in the Agreement. Nothing in this clause limits liability for fraud.

16.4 Variation. A variation of the Agreement is valid only if it is in writing and accepted by both parties.

16.5 Third parties. No one other than the parties has any right to enforce the Agreement under the Contracts (Rights of Third Parties) Act 1999.

16.6 Severance and waiver. If any provision is found invalid or unenforceable, the rest of the Agreement is unaffected. A failure or delay in exercising a right is not a waiver of it.

16.7 Governing law and jurisdiction. The parties select the law of England and Wales to govern the Agreement and any dispute arising from it, including non-contractual disputes. The courts of England and Wales have exclusive jurisdiction.