Terms of Use

These terms govern business use of the VoiFlow platform, including its API, managed AI voice service, hosted software and support. They apply to every VoiFlow customer, whether the customer uses VoiFlow for its own operations or builds VoiFlow into an application that it offers to other businesses. A partner that serves other businesses also accepts the VoiFlow Partner Agreement, which adds the rights, prices and operating terms for that activity.

Personal data that VoiFlow processes for a customer is governed by the VoiFlow Data Processing Agreement, which forms part of these terms. The VoiFlow Privacy Policy explains how VoiFlow uses personal data for its own business purposes.

1 About these terms

1.1In these terms, "VoiFlow", "we" and "us" mean the VoiFlow contracting company named in the Order or, if the Order does not name one, in the table above. "Customer" and "you" mean the business that accepts these terms. A person who accepts these terms for a business confirms that they have authority to bind it.

1.2VoiFlow supplies the Services for business purposes only. The Services are not offered to consumers, and you must not accept these terms as a consumer.

1.3The Agreement consists of these terms, the Data Processing Agreement, each accepted Order and, for partners, the Partner Agreement. The Acceptable Use Policy in Schedule 1 and the Support and Availability terms in Schedule 2 form part of these terms.

1.4If documents conflict, they apply in this order: (a) mandatory law and any completed transfer mechanism required by law; (b) the Data Processing Agreement, for the processing of personal data; (c) special terms in an accepted Order that expressly identify the clause they change; (d) the other entries in the Order, for prices, quantities, selections and purchased scope; (e) the Partner Agreement; (f) these terms; (g) the Documentation. Terms in a purchase order, invoice or similar document issued by you do not form part of the Agreement.

1.5Each Order records the version of these terms that applies to it. Clause 28 explains how later versions apply.

2 Definitions

AI Minute means one minute of billable AI Session time measured under clause 15.

AI Session means a period during which an answered telephone call, or an accepted browser or application audio connection, is connected to the managed AI service and able to exchange audio.

API means the VoiFlow application programming interfaces described in the Documentation for the supported API reference version stated in the Order.

Billing Period means each successive monthly period starting on the Service Start Date and then on the same day of each following month, or the last day of a month that has no such day.

Business Day means a day on which standard support is provided under Schedule 2.

Customer Content means data, recordings, transcripts, prompts, knowledge, workflows, configurations and other material that you, your Users or your customers submit to the Services, or that the Services generate for you, excluding VoiFlow Technology.

Documentation means the technical and user documentation that VoiFlow makes available for the purchased Services, as updated under clause 10.

Managed AI Profile means the named combination of AI models, call orchestration, context handling, permitted actions and ordinary post-call processing that VoiFlow supplies for an AI Minute, as described in the Order.

Order means the account order that establishes your commercial terms: a signed order form, the commercial order in a Partner Agreement, or an online account order accepted by VoiFlow. It identifies the purchased Services, purchase basis, prices and the version of these terms that applies.

Purchase means a purchase made under an existing Order, such as Purchased Minutes, an additional Workspace, capacity or an optional add-on.

Purchased Minutes means AI Minutes bought under an Order or as a Purchase. Each purchase is recorded with its quantity, Managed AI Profile, unit price, purchase date and expiry date.

Service Start Date means the date on which VoiFlow makes the purchased Services available for use, as recorded by VoiFlow, or, under a Partner Agreement, the date set by its provisioning terms.

Services means the platform software, API, managed AI service, hosted interfaces, support and other services purchased under an Order or as a Purchase.

Users means individuals whom you authorise to access the Services through your account.

VoiFlow Technology means VoiFlow's software, platform, engine, APIs, documentation, designs, know-how and improvements, excluding Customer Content.

Workspace means an isolated production environment within your account for one business, holding that business's data, knowledge, policies, credentials and usage records.

3 Accounts and Orders

3.1Your account is established by an Order, which may be signed or accepted online where VoiFlow offers online ordering. The Order binds the parties when VoiFlow accepts it, and it fixes the version of these terms that applies to the account until a later version applies under clause 28. A payment alone does not create an Order on terms that were not shown to you.

3.2Later Purchases are made under the existing Order through the VoiFlow portal where available, or by a written request from an authorised contact that VoiFlow confirms in writing. Both methods have the same effect. A Purchase uses the prices and terms that apply to the account and does not accept a new version of these terms or change a negotiated term. For each Order and Purchase, VoiFlow records the purchaser, the items, quantities, prices, currency, taxes, Managed AI Profile, the validity of any Purchased Minutes and the applicable version of these terms. Editing a copy of a signed Order document does not change the Order.

3.3You are responsible for your Users and for keeping credentials secure. You must keep account details accurate, restrict access by role, and tell VoiFlow promptly if you suspect unauthorised use. You are not responsible for use caused by a security breach of VoiFlow's own systems.

3.4Each account names contacts for contract notices, billing and security incidents. You must keep those contacts current.

4 What VoiFlow supplies

4.1VoiFlow supplies the Services described in the Order and in the Documentation for the supported API reference version stated there. Roadmaps, demonstrations, feature comparisons and descriptions of planned capabilities are not part of the purchased scope unless the Order includes them.

4.2VoiFlow supports the API reference version named in the Order and later versions released under clause 10. Endpoints and features that the Documentation identifies as preview, beta or internal are outside the purchased scope and outside any availability commitment.

4.3Hosted software is supplied only where the Order includes it. Platform software remains part of the purchased Services when you use it through the API with your own interface. Buying API access does not include a hosted interface for your customers unless the Order says so.

4.4Unless the Order specifies dedicated resources, VoiFlow provides the Services from shared, logically separated infrastructure. No dedicated server, specific hosting location or disaster recovery arrangement is included unless the Order states it.

4.5VoiFlow may offer preview features for evaluation. They are optional, may change or end without notice, carry no availability commitment, and must not be presented to your customers as generally available.

5 Your right to use the Services

5.1During the paid term, VoiFlow grants you a non-exclusive, non-transferable right to use the Services and Documentation within the purchased scope, quantities and limits for your own business operations and, where clause 5.3 applies, to provide services to other businesses.

5.2Using the Services to contact, serve or support your own customers, patients, tenants, members or other contacts is use for your own business operations. It does not require a resale right.

5.3Supplying a service to other businesses that uses the Services, whether through your own application, by reselling access or through a hosted interface under your brand, requires the rights granted in a Partner Agreement and the Workspaces that the Order records for that use.

5.4Your contractors and affiliates may use the Services on your behalf within your rights. You are responsible for their acts and omissions. They do not acquire independent rights.

5.5You must not: (a) copy, modify, decompile or reverse engineer VoiFlow Technology, except to the extent the law allows despite this restriction; (b) circumvent metering, rate limits, capacity limits, security or usage controls; (c) give credentials that carry account-level authority to anyone outside your authorised Users and systems; (d) offer the Services to other businesses beyond the rights in your Order or Partner Agreement; or (e) use the Services in breach of Schedule 1.

5.6The Agreement does not transfer ownership of VoiFlow Technology or grant a right to source code, self-hosting or a perpetual licence. You remain free to develop your own products independently and to use other suppliers.

6 Your responsibilities

6.1You build and maintain your applications, integration code, user authorisation, receiving endpoints and error handling. You must respect documented rate and capacity limits, verify signed events where the API supports them, handle duplicate events safely and avoid repeated requests that start unintended calls or actions.

6.2You approve the agents, prompts, knowledge, call lists, permitted actions, consent and suppression settings and other configuration used in your account. You must test a configuration before using it in production and after any material change.

6.3You must give AI agents only the authority your use case needs and arrange human review or escalation for actions with significant consequences for the people concerned. Where the Services provide approval controls, you must configure them for those actions.

6.4You must have the rights, permissions and lawful basis needed for the Customer Content you submit, the voices you use and the communications you make.

6.5You must provide information reasonably needed for provisioning, billing, security, abuse investigation and legal compliance.

7 The managed AI service

7.1AI systems can misunderstand speech, generate inaccurate or incomplete statements and take an unintended action within the permissions you configure. The Services do not give professional advice and are not an emergency service. Clause 6.3 applies to every use of the managed AI service.

7.2An AI Minute on a Managed AI Profile includes the AI models, call orchestration, context handling, execution of the actions you configure within the profile's permitted actions, and the ordinary post-call processing described in the Order. Items outside the AI Minute are listed in clause 16.

7.3VoiFlow selects, contracts with and manages the model and infrastructure suppliers used for each Managed AI Profile. VoiFlow remains responsible for the managed service it supplies, including where a supplier it selected fails.

7.4VoiFlow may update the models or components within a Managed AI Profile if the update does not materially reduce its capability or increase its price, and will give at least 30 days notice of an update that may require you to adjust your configuration. Any other change to a Managed AI Profile you have purchased requires your agreement. Giving notice does not by itself permit a change. If VoiFlow cannot continue the profile without such a change, clause 7.5 applies. A change of processing location follows the Data Processing Agreement.

7.5If a supplier withdraws a model and VoiFlow cannot continue a Managed AI Profile, VoiFlow will offer a substitute profile of materially equivalent capability for your unused Purchased Minutes at no extra charge. If no such substitute is available, or you reasonably reject it within 15 days, VoiFlow will refund your unused Purchased Minutes on that profile at the price paid and release you from the related part of any purchase commitment. VoiFlow will not convert Purchased Minutes into a smaller quantity because of a supplier price change.

7.6VoiFlow does not use Customer Content to train or fine-tune AI models, whether its own or a third party's, unless you give a specific written opt-in that identifies the data, purpose and suppliers. Before sending Customer Content to a model supplier, VoiFlow will apply the supplier settings and contract terms needed to meet this commitment.

7.7VoiFlow may use usage and performance measurements that do not identify you, your customers or any individual and do not reveal Customer Content, to operate, secure, plan capacity for and improve the Services.

8 Calls, numbers and lawful communications

8.1You decide who is called, why, when and what the AI agent says. You must comply with the laws and carrier rules that apply where calls are made and received, including any rules on consent for marketing or automated calls, calling hours, caller identification, disclosure that the caller is an AI system, recording notices and suppression lists. VoiFlow does not decide which rules apply to your use case and does not give legal advice.

8.2VoiFlow may restrict calls to or from particular countries or number ranges, or ask for information about the use case before enabling outbound calling to a destination, to manage fraud, carrier and legal risk.

8.3Where the Services provide compliance controls, such as suppression lists, calling windows, disclosure messages or recording settings, you are responsible for configuring and using them. VoiFlow is responsible for those controls working as the Documentation describes.

8.4Telephone numbers supplied by VoiFlow are assigned to your account under the relevant carrier's rules and are not owned by either party. You must meet any registration or identity requirements for them. On request, VoiFlow will cooperate with a valid request to port a number to another provider where the carrier and local rules permit it; carrier porting charges may apply. Numbers you bring from your own carrier remain under your contract with that carrier.

8.5The Services are not a replacement telephone service and cannot be used to call emergency services.

9 Third-party services and integrations

9.1You may connect the Services to third-party systems that you choose, such as CRM, calendar, messaging or payment systems. Your use of those systems is governed by your contract with their providers. You supply the credentials and authorisations they require. VoiFlow is responsible for its connectors working as the Documentation describes, but not for the third party's service.

9.2Carriers, numbers and other services that you contract for directly are your third-party services, even when they are connected to the Services.

10 Service and API changes

10.1VoiFlow may change and improve the Services, provided that it does not materially reduce the functionality you have purchased during a paid term.

10.2VoiFlow will give at least 90 days notice of a change to a supported API version that requires you to modify your integration. A shorter period may apply where a change is required by law, an urgent security need or a supplier change outside VoiFlow's reasonable control. In those cases VoiFlow will give as much notice and migration guidance as is practicable.

10.3If a change materially reduces the functionality you have purchased and VoiFlow does not restore it or provide an agreed alternative within 30 days after your notice, you may terminate the affected Services and receive a refund under clause 17.4.

11 Fees, invoices and taxes

11.1You pay the fees in the Order. Prices are in UAE dirhams unless the Order states another currency.

11.2Prices exclude VAT and other taxes and duties. You pay applicable taxes on the Services, except taxes on VoiFlow's income. Where a reverse-charge or self-accounting rule applies, you account for that tax. If the law requires you to withhold tax from a payment, you must pay the additional amount needed for VoiFlow to receive the full amount it would have received without the withholding, unless the Order states otherwise.

11.3Provisioning fees, Purchased Minutes and platform subscriptions are paid in advance: before provisioning, before minutes are issued, and at the start of each Billing Period. Other invoices are payable within 14 days after the invoice date.

11.4You may pay by the card or bank transfer methods VoiFlow accepts. Each party pays its own bank charges.

11.5VoiFlow may charge interest on overdue undisputed amounts at the rate permitted by applicable law from the due date until payment.

11.6VoiFlow may change its standard prices, including the platform subscription, the Standard Minute Rate and other listed prices, by giving at least 60 days notice. A change applies from the first Billing Period that starts after the notice period, and to Purchases made after it takes effect. It does not change Purchased Minutes already bought or prices fixed for a committed term. On Flexible monthly, you may cancel before the change takes effect.

12 Purchased Minutes

12.1Purchased Minutes are an entitlement to AI Minutes on the Managed AI Profile recorded for each purchase. They are not money. They have no cash value, earn no interest, cannot be transferred to another account and cannot be used to pay for anything other than the AI Minutes and items the Order allows.

12.2Each purchase of Purchased Minutes is valid for 12 months from its purchase date. Unused Purchased Minutes carry forward across Billing Periods, renewals and the end of a committed term until they expire, including minutes bought near the end of a term.

12.3AI Minutes are deducted from the valid Purchased Minutes with the earliest expiry date first. Free allowances are used before Purchased Minutes for the activity they cover.

12.4Purchased Minutes are held at account level and can be used in any Workspace on the same Managed AI Profile. Where the Services provide allocations or spending limits for Workspaces, allocating minutes to a Workspace does not consume them or create additional minutes.

12.5The quantity and Managed AI Profile of a purchase do not change after the purchase. A later price change does not reduce the quantity or require an additional payment.

12.6Using Purchased Minutes requires an active platform subscription. Cancelling a subscription does not delete Purchased Minutes or change their expiry dates. VoiFlow keeps the account and entitlement records needed for this after Customer Content has been deleted under the Data Processing Agreement. If you reactivate a subscription, including on Flexible monthly, before Purchased Minutes expire, you can use the unexpired balance without committing to a further fixed term.

12.7If a failure of the Services caused by VoiFlow prevents you from using Purchased Minutes for more than 24 consecutive hours, VoiFlow will extend the expiry date of the Purchased Minutes that were valid during that period by the length of the period, rounded up to whole days.

12.8VoiFlow will notify your billing contact at least 30 days before Purchased Minutes expire.

12.9Test, trial and promotional allowances are provided free of charge on their stated terms and limits. They expire as stated, have no cash value, are not refundable and do not count towards any purchase commitment.

13 Purchase bases

13.1Every Order must state one of two purchase bases: Flexible monthly, or Committed with an Annual Purchase Quantity that meets the Order's minimum. VoiFlow does not accept or activate an Order, issue an invoice or start fees until a valid purchase basis is stated. An Order that selects Committed without a valid Annual Purchase Quantity is incomplete and has no effect until it is corrected and accepted. An accepted Order continues on its agreed basis, and the end of a committed term is governed by clause 13.8.

13.2On Flexible monthly, the platform subscription renews for each Billing Period until cancelled, and cancellation takes effect at the end of the current Billing Period. You buy Purchased Minutes when you need them at the Standard Minute Rate in force at the time of purchase, subject to the minimum purchase quantity in the Order.

13.3On Committed, the Order states the committed term and the Annual Purchase Quantity, and the committed term starts on the Service Start Date. The Committed Minute Rate applies to every purchase of Purchased Minutes during the committed term, including top-ups. The platform subscription price and the Committed Minute Rate are fixed for the committed term.

13.4Each year of a committed term is divided into four quarters starting on the Service Start Date or its anniversary. In each year, your cumulative purchases must reach at least 25% of the Annual Purchase Quantity by the end of the first quarter, 50% by the end of the second, 75% by the end of the third and 100% by the end of the fourth. Every paid purchase made in that year counts, whenever it is made and however it is made, including top-ups and portal purchases. Free allowances do not count.

13.5If your cumulative purchases are below a checkpoint at the end of a quarter, VoiFlow will invoice the shortfall quantity at the Committed Minute Rate. Paying that invoice issues Purchased Minutes with the normal validity, and those minutes count towards later checkpoints. A shortfall is invoiced only once.

13.6The commitment is a commitment to purchase, not to use. VoiFlow does not charge for minutes that it has not issued, and does not reverse the Committed Minute Rate because you used fewer minutes than you bought.

13.7Buying the full Annual Purchase Quantity early satisfies every checkpoint for that year. It does not reduce the platform subscription or other fixed charges for the committed term.

13.8When a committed term ends, Purchased Minutes already bought keep their expiry dates. If the Order provides for renewal, the commitment renews for a further term of the same length with the same Annual Purchase Quantity, unless either party gives notice of non-renewal at least 30 days before the term ends. If VoiFlow has given notice under clause 11.6 of higher prices for the renewal term, you may give notice of non-renewal at any time before the renewal date. If the commitment does not renew, the account continues on Flexible monthly at the standard prices then in force, and you may cancel under clause 26.2.

13.9Committed Minute Rates are available only for a committed Annual Purchase Quantity. A forecast or expected volume does not qualify.

14 Payments, top-ups and balance controls

14.1Before you complete a Purchase, VoiFlow shows or states the item, minute quantity, Managed AI Profile, price, currency, applicable taxes, validity, any renewal and cancellation terms, and the version of these terms that applies.

14.2Saving a payment card authorises VoiFlow to charge it only for recurring subscription charges you have accepted and for purchases you confirm. Saving a card does not authorise automatic top-ups.

14.3Where VoiFlow offers automatic top-ups, they apply only if you opt in and choose the balance threshold, the purchase quantity and a monthly limit on the number or value of top-ups. VoiFlow sends a receipt for each top-up and asks for a new authorisation before increasing the price or quantity of an automatic top-up. You can switch automatic top-ups off at any time without cancelling your subscription.

14.4If a payment fails, VoiFlow notifies your billing contact. Purchased Minutes are issued only for successful payments.

14.5A free allowance, such as the sandbox test allowance or the provisioning test session, can be used for the activity it covers without Purchased Minutes. Otherwise, VoiFlow does not admit a new AI Session when your available Purchased Minutes on the relevant Managed AI Profile are zero or less, or when your capacity limit is reached. An AI Session already running may continue until it ends or reaches the Maximum AI Session Length in the Order, whichever is earlier.

14.6Minutes used by running paid sessions after the balance of Purchased Minutes reaches zero form an overrun. An overrun can arise only under an accepted paid Order. A session running on a free allowance never creates an overrun: when the allowance is used up, VoiFlow may end that session. The overrun is limited to the Overrun Limit in the Order. If it reaches that limit, VoiFlow may end the running sessions, so VoiFlow does not promise that every running session will complete. The overrun is charged once, at the rate that applies under the Order when the overrun occurs for the same Managed AI Profile and purchase basis, including any price change made under clause 11.6: the Standard Minute Rate on Flexible monthly or the Committed Minute Rate on Committed. It is deducted from your next Purchase of minutes on that profile or, if no Purchase follows within the Billing Period, invoiced at its end. An overrun that has been invoiced is not also deducted from a later Purchase. Free allowances are never used to price an overrun.

14.7Where the Services provide spending limits or allocations for Workspaces, you are responsible for setting them.

14.8VoiFlow uses third-party payment processors to collect payments. VoiFlow's own account records determine your balance and the Services you can use.

15 Billing definition for AI Minutes

15.1An AI Session starts when an answered call or accepted connection is connected to the managed AI service and able to exchange audio. It ends when the AI disconnects or releases the session, or when the call ends, whichever is earlier.

15.2AI Session time is measured in seconds, with any partial final second rounded up once per session. Seconds are added up and deducted from Purchased Minutes. Calls are not rounded up to whole minutes and there is no minimum charge per call.

15.3Pauses, silence and waiting during an AI Session are part of the session.

15.4Dialling, ringing, unanswered calls, engaged signals and connection attempts that never reach an AI Session are not AI Minutes. Where VoiFlow supplies the telephony, carrier charges for those attempts may apply at the rates disclosed under clause 16.

15.5If a call is answered by voicemail or an answering machine and the AI Session connects, the connected time is billable until the AI ends the session. You can limit that time by configuring voicemail handling where the Services provide it.

15.6When the AI hands a call to a person and leaves the call, AI Session time ends. If your configuration keeps the AI connected after the handover, the session continues while it remains connected. Call legs that continue after the AI leaves are carrier charges, not AI Minutes. One connected AI Session creates one AI Session charge.

15.7AI Sessions in a sandbox or test mode first use any test allowance in the Order and then Purchased Minutes.

15.8VoiFlow reinstates AI Minutes charged through duplicate metering and AI Session time that was unusable because of a fault in the Services, such as the managed AI service failing to respond. AI Minutes are not reinstated because a call did not achieve a business result, because of your configuration, or because of a failure of a service you contracted for.

15.9VoiFlow makes call-level usage records available through the Services or on request, including session identifiers, start and end times, duration, Workspace and Managed AI Profile, so that you can reconcile your usage.

16 Charges outside the AI Minute

16.1Telephone numbers, carrier calling charges, SMS and other messaging, premium or international destinations, paid third-party transactions, storage or retention beyond the included allowance, additional environments, dedicated resources and professional services are not part of the AI Minute. They are charged only where the Order states a price or you accept a written quote or displayed price before the item is activated. No item is unlimited unless the Order says so. If an included allowance, such as storage, is reached and no price for more has been accepted, VoiFlow may decline further use of that item but will not charge for it.

16.2Administrative API requests within the documented limits are not separately charged.

17 Billing disputes, refunds and payment reversals

17.1If you dispute a charge, you must notify VoiFlow within 30 days after the invoice or charge date and explain the reason. You must pay the undisputed amount on time. VoiFlow will provide usage records supporting the charge and will credit or refund any amount found to be wrong. This time limit does not apply to an error that you could not reasonably have discovered within it.

17.2VoiFlow will not suspend the Services because of an amount that you dispute in good faith while the parties investigate it promptly.

17.3Fees and Purchased Minutes are not refundable if you cancel for convenience, except where mandatory law requires otherwise. VoiFlow shows this rule before each purchase.

17.4VoiFlow will refund the unused part of affected prepayments, and release you from the affected part of any future commitment, if: (a) provisioning fails as described in the Order or Partner Agreement; (b) you terminate for VoiFlow's material breach that is not remedied; (c) VoiFlow withdraws a purchased Service or Managed AI Profile without an agreed substitute; or (d) the Agreement provides for a refund on termination under clauses 10.3, 22.3, 23.2 or 27.3, or the sub-processor objection terms of the Data Processing Agreement. Unused Purchased Minutes are refunded at the price paid for them, and prepaid fixed fees for the period after termination. VoiFlow pays refunds within 30 days after reconciling the account.

17.5If you dispute a card payment with your card issuer instead of with VoiFlow, VoiFlow may hold the unused Purchased Minutes issued by that payment until the dispute is decided. If the payment is reversed, VoiFlow cancels the unused minutes from that payment and invoices once for minutes from that payment already used, together with any dispute fee charged to VoiFlow. VoiFlow will not invoice an amount it has already recovered, and will not charge a dispute fee where the dispute arose from VoiFlow's billing error. If the dispute is decided in VoiFlow's favour, the hold ends.

18 Support and availability

18.1VoiFlow provides support under Schedule 2. Enhanced support and the numerical availability commitment in Schedule 2 apply only when the Order selects them.

19 Data protection and security

19.1VoiFlow processes personal data contained in Customer Content as your processor, or as a sub-processor where you act for another business, under the Data Processing Agreement.

19.2VoiFlow processes account, billing, payment, support and security information for its own business purposes as a controller, as described in the Privacy Policy.

19.3VoiFlow maintains the security measures in Annex 2 of the Data Processing Agreement. You secure your own systems, devices, credentials and integrations.

19.4You must not submit special category data, data about criminal offences, payment card numbers or other data that requires additional legal or contractual safeguards unless the Order permits it and records the safeguards that apply.

19.5VoiFlow will not withhold the export of Customer Content because of a dispute about fees.

20 Confidentiality

20.1Each party must protect the other's non-public business, technical, security and customer information with reasonable care, use it only for the Agreement, and disclose it only to employees, advisers, contractors and suppliers who need it and are bound by equivalent duties.

20.2The duty does not apply to information that is or becomes public without breach, that the recipient already knew lawfully, developed independently or received lawfully from someone else without restriction.

20.3A party may disclose information when law or a regulator requires it, limited to what is required, and with prior notice to the other party where lawful.

20.4Confidentiality obligations last for five years after disclosure, and for trade secrets for as long as they remain trade secrets. Personal data is also protected under the Data Processing Agreement.

21 Ownership and intellectual property

21.1VoiFlow owns VoiFlow Technology, including improvements to it, whether or not they were suggested by you.

21.2As between the parties, you own Customer Content and your original applications, prompts, workflows and configurations, subject to the rights of your customers and other third parties. Building a workflow with VoiFlow's tools does not give VoiFlow ownership of it.

21.3You grant VoiFlow the rights it needs to host, process, transmit, display and support Customer Content to provide the Services, comply with law and perform the Agreement, and for no other purpose.

21.4As between the parties, AI outputs generated for you are Customer Content. VoiFlow does not promise that outputs are unique or that they can be protected as intellectual property.

21.5VoiFlow may use feedback you give about the Services without payment. This does not permit VoiFlow to use Customer Content or your confidential information.

21.6Neither party may use the other's name, logo or trade marks without written permission, except as the Partner Agreement allows or to identify the other party as a customer or supplier where the other party agrees.

22 Warranties and service remedies

22.1Each party confirms that it has authority to enter into the Agreement and will comply with the laws that apply to its own performance.

22.2VoiFlow warrants that the Services will materially conform to the Order and the Documentation, that provisioning and support will be performed with reasonable skill and care, and that it will not knowingly introduce malicious code into the Services.

22.3If the Services do not materially conform, you must notify VoiFlow with reasonable detail. VoiFlow will correct the non-conformity or provide a workaround. If VoiFlow does not do so within 30 days after your notice, you may terminate the affected Services and receive a refund under clause 17.4. Service credits under Schedule 2 also apply where selected. The same loss is not recovered twice.

22.4Except as expressly stated in the Agreement, VoiFlow does not warrant that the Services will be uninterrupted or error-free, that AI output will be accurate, that a particular latency, call answer rate or carrier delivery will be achieved, or that your use of the Services will produce a particular business result. To the extent the law allows, all other warranties and conditions are excluded.

23 Third-party claims

23.1VoiFlow will defend you against a third-party claim that the VoiFlow Technology supplied under a paid Order infringes that third party's intellectual property rights, and will pay damages finally awarded and settlements VoiFlow approves. This does not apply to the extent a claim arises from Customer Content, a modification not made by VoiFlow, use outside the Agreement, or a combination with items VoiFlow did not supply or require.

23.2If a claim is made or likely, VoiFlow may obtain the right for you to continue using the affected Services, modify them without material loss of functionality, or provide an agreed substitute. If none of these is reasonably available, VoiFlow may terminate the affected Services and refund under clause 17.4.

23.3You will defend VoiFlow against a third-party claim arising from Customer Content infringing a third party's rights, your or your Users' unlawful calling, messaging, recording or data collection, use of a voice without the necessary rights, or a breach of Schedule 1, and will pay damages finally awarded and settlements you approve. This does not apply to the extent the claim was caused by VoiFlow's breach.

23.4The party seeking protection must notify the other promptly, allow it to control the defence and settlement, and cooperate reasonably at its expense. A delay in notice affects these obligations only to the extent it prejudices the defence. A settlement may not admit fault for, or impose obligations on, the protected party without its consent, which may not be unreasonably withheld.

24 Liability

24.1Nothing in the Agreement limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited or excluded by law. The caps in this clause do not limit your obligation to pay fees that are due.

24.2Neither party is liable for loss of profits, revenue, business, goodwill or anticipated savings, or for indirect or consequential loss, whether arising in contract, tort, breach of statutory duty or otherwise. This exclusion does not apply to damages and settlements payable to a third party under clause 23, or to the reasonable costs of restoring lost or corrupted Customer Content, which remain subject to the limits below.

24.3Subject to clauses 24.1 and 24.4, each party's total liability arising out of or in connection with the Agreement is limited to the greater of: (a) the fees paid and payable by you under the Agreement in the 12 months before the event giving rise to the liability, where connected events count as one event that occurs on the date of the first of them; and (b) AED 100,000.

24.4For claims arising from a breach of the Data Processing Agreement, confidentiality or security obligations, or under clause 23, each party's total liability is limited to the greater of: (a) twice the amount in clause 24.3(a); and (b) AED 250,000. This is the maximum total for those claims and all other capped claims together.

24.5An Order may state different amounts for clauses 24.3(b) and 24.4(b). Refunds of unused prepayments under the Agreement are not damages and do not count towards these limits.

25 Suspension

25.1VoiFlow may suspend all or part of the Services where reasonably necessary because of a security threat, credible evidence of fraud or unlawful activity, compromised credentials, a serious breach of Schedule 1, a requirement of a carrier or regulator, or undisputed fees that remain unpaid 14 days after VoiFlow has given notice that they are overdue.

25.2VoiFlow will limit a suspension to the affected Workspace, credential, number, campaign or feature where that is technically safe, give notice beforehand where practicable, explain the reason unless the law prevents it, and restore the Services promptly when the reason has been resolved.

25.3Fixed fees continue during a suspension caused by you. No AI Minutes are charged for service that is not delivered. A suspension caused by VoiFlow's breach is not chargeable.

26 Term and termination

26.1The Agreement starts when you first accept these terms and continues while any Order is in force, and afterwards for any valid Purchased Minutes, reactivation, data export and the terms that survive.

26.2You may cancel a Flexible monthly subscription at any time, through the portal where available or by written notice. Cancellation takes effect at the end of the current Billing Period.

26.3A committed term cannot be cancelled for convenience. It ends at the end of the committed term unless it renews under the Order.

26.4Either party may terminate an affected Order by notice if the other party commits a material breach and does not remedy it within 30 days after notice describing it. For undisputed unpaid fees the remedy period is 14 days after notice. A party may terminate immediately for a material breach that cannot be remedied, or if the other party becomes insolvent, where the law allows.

26.5When an Order ends, access to the affected Services ends and accrued fees remain payable. If VoiFlow terminates a committed term because of your uncured breach, the platform subscription fees for the rest of the committed term and any shortfall invoice for a checkpoint that has already passed become payable, less any costs VoiFlow avoids. Future purchase checkpoints are not accelerated.

26.6For 30 days after the Services end, VoiFlow will provide a means to export Customer Content that it still holds, in the formats described in the Documentation, unless the law prevents it. Where Services continue during an agreed transition period, they end, and this period starts, when the transition period ends. Return and deletion follow the Data Processing Agreement, including any earlier deletion you instruct.

26.7Clauses on fees due, confidentiality, ownership, third-party claims, liability, data protection, export and general terms survive the end of the Agreement.

27 Events outside reasonable control

27.1Neither party is liable for delay or failure caused by an event beyond its reasonable control that it could not reasonably have prevented or worked around, such as natural disaster, war, civil unrest, government action or widespread network failure. Lack of funds and ordinary capacity shortages are not such events. The failure of a supplier selected by VoiFlow is such an event only if the supplier was itself affected by an event of this kind.

27.2The affected party must notify the other promptly and take reasonable steps to limit the effect.

27.3If the event prevents the supply of a material part of the Services for more than 30 consecutive days, either party may terminate the affected Services by notice, with a refund under clause 17.4. Fees for Services already supplied remain payable.

28 Changes to these terms

28.1VoiFlow may publish new versions of these terms. A new version applies to Orders accepted after its effective date. A Purchase under an existing Order does not bring a new version into effect.

28.2For an existing account, VoiFlow may apply a new version on at least 30 days notice only where the change does not materially reduce your rights or increase your costs, or is required by law. Any other change applies only when you accept it through a recorded acceptance. If you do not accept it, your current version continues until the end of a committed term, or, on Flexible monthly, until either party cancels at the end of a Billing Period. Prices change only under clause 11.6, and API changes only under clause 10.2.

28.3No new version changes a term negotiated in a signed Order or Partner Agreement, an existing commitment, or Purchased Minutes already bought. No change applies to past periods.

29 General

29.1Neither party may assign the Agreement without the other's written consent, which may not be unreasonably withheld. Either party may assign it without consent to a successor of all or substantially all of its relevant business that takes on its obligations, by giving notice.

29.2VoiFlow may use subcontractors and remains responsible for their performance. Sub-processors of personal data are governed by the Data Processing Agreement.

29.3The parties are independent contractors. Nothing in the Agreement creates a partnership, agency, franchise, joint venture or employment relationship, and the word partner does not imply one.

29.4Contract notices must be sent by email to the contract notice address of the other party and are effective when received. Operational notices may be given through the Services or the support channel.

29.5The Agreement is the entire agreement between the parties on its subject matter. Each party confirms that it has not relied on any statement not set out in the Agreement. This does not limit liability for fraud.

29.6If any provision is held invalid, the rest of the Agreement continues in force and the invalid provision applies to the extent it can be valid.

29.7A failure or delay in exercising a right is not a waiver of it.

29.8No one other than the parties has a right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

29.9The Agreement and any Order may be signed electronically and in counterparts.

29.10Each party will comply with the sanctions and export control laws that apply to it, and you must not use the Services in or for a country or person subject to those restrictions.

29.11Before starting court proceedings, the parties will try to settle a dispute through senior representatives for 20 Business Days after one party's notice of the dispute. This does not prevent a party from seeking urgent protective relief or starting proceedings to preserve a claim before a limitation period expires.

29.12The Agreement and any dispute arising from it are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction, except that either party may seek urgent protective relief or enforce a judgment in any court with jurisdiction.

Schedule 1 Acceptable Use Policy

1 Lawful communications

1.1You must comply with the laws and carrier rules of each place where calls and messages are made and received, including rules on consent, automated calling, calling hours, caller identification and AI disclosure.

1.2Calls must identify the business on whose behalf they are made and use numbers and caller identification that the business is authorised to use.

1.3You must honour opt-out and do-not-call requests, maintain suppression records and screen call lists against any registers that apply to the destination. A purchased or third-party contact list does not by itself establish permission to call.

1.4Where recording, monitoring or transcription requires notice or consent, you must give that notice or obtain that consent.

2 Prohibited uses

2.1The Services must not be used for fraud, phishing, extortion, harassment, threats, deceptive impersonation, unlawful surveillance, unlawful discrimination, distribution of malicious code, unauthorised access to systems or data, caller identification spoofing intended to mislead, or evasion of sanctions.

2.2You must not use a real person's voice or likeness, or suggest that a real person endorses a call, without that person's authorisation.

2.3You must not use the Services to create or distribute content that is unlawful where it is made or received.

3 Uses that require prior agreement

3.1The following uses require VoiFlow's prior written agreement and the safeguards recorded in the Order: (a) calls that give medical, legal, financial or other regulated professional advice; (b) decisions that have legal or similarly significant effects on individuals made without human review; (c) collection of payment card numbers or special category data during calls; and (d) calls to people the use case identifies as children.

3.2The Services must not be used as an emergency service, an emergency dispatch system or a safety-critical control system.

4 Platform integrity

4.1You must not bypass licence, metering, rate, capacity or security controls, or place unrelated businesses in one Workspace to avoid Workspace charges.

4.2Load testing, penetration testing and security scanning of the Services require VoiFlow's prior written agreement on scope and timing.

4.3Published benchmarks of the Services must accurately identify the configuration tested and must not disclose confidential information.

5 Abuse reports and enforcement

5.1You must investigate credible reports of abuse involving your account promptly, stop affected campaigns where needed, preserve appropriate evidence and cooperate with VoiFlow's reasonable enquiries.

5.2VoiFlow may ask for proportionate information about the business, use case, consent or authorisation relevant to a report. It will not ask for unrelated customer lists or more personal data than it needs.

5.3VoiFlow may take the suspension measures in clause 25. A suspected breach does not entitle VoiFlow to delete evidence, keep paid funds without a contractual basis or terminate unaffected lawful use.

Schedule 2 Support and Availability

1 Standard support

1.1VoiFlow provides technical support to your account contacts. Where you supply a service to other businesses, you provide first-line support to them and escalate platform issues to VoiFlow.

1.2Standard support is available through Support email address or portal link from 09:00 to 18:00 Gulf Standard Time (UTC+4), Monday to Friday, excluding public holidays in the United Arab Emirates.

1.3Standard support covers the purchased Services: questions about the Documentation, configuration advice within the documented functionality, and investigation and correction of suspected defects. It does not cover writing or repairing your integration code, solution design, direct support of your customers or the repair of third-party services. VoiFlow can quote for those services separately.

2 Severity levels and response targets

The following targets apply during support hours. A response target measures the time to a first substantive response from a person, not the time to resolve the issue.

2.1VoiFlow works to restore affected functionality with reasonable diligence and keeps you informed at the update intervals above until the issue is resolved or a workaround is in place.

2.2You must provide session identifiers, times, steps to reproduce and other relevant facts, and avoid sending unnecessary personal data.

2.3Security incident notification under the Data Processing Agreement is not limited to support hours.

3 Enhanced support and availability commitment

3.1This section applies only when the Order shows Enhanced support and availability commitment as Selected. Otherwise standard support applies, and there is no numerical availability commitment and no service credit.

3.2With enhanced support, Critical issues can be reported at any time through Critical incident phone or paging contact, with a first response target of 1 hour.

3.3VoiFlow commits to Monthly Availability of at least 99.5% for the Covered Components.

3.4The Covered Components are: (a) admission and running of AI Sessions on the purchased Managed AI Profile within your capacity limit; (b) the supported API; and (c) the hosted interface, if purchased.

3.5Monthly Availability is the total minutes in a Billing Period, less Unavailable Minutes, divided by the total minutes in that Billing Period, expressed as a percentage. A minute is an Unavailable Minute when a Covered Component cannot accept or complete valid requests within your purchased limits because of a fault in the Services or in a supplier that VoiFlow selected for the managed service. If a fault affects only some Workspaces, Unavailable Minutes are counted in proportion to the share of production Workspaces affected.

3.6The following are excluded: your acts and omissions and those of your Users; your applications, integrations and networks; carriers and other services you contracted for; the public telephone network outside telephony supplied by VoiFlow; suspension under clause 25; preview features; scheduled maintenance notified at least 48 hours ahead, up to 4 hours in a Billing Period; and events excused under clause 27.1. An outage of a supplier that VoiFlow selected for the managed service is not excluded because a third party caused it.

3.7The Monthly Fee Base is the platform subscription, Workspace, hosted interface and enhanced support fees for the affected Billing Period. It excludes provisioning fees, AI Minutes, taxes and charges passed through from third parties. Total service credits for a Billing Period are capped at 30% of the Monthly Fee Base.

3.8You must claim a service credit within 30 days after the end of the affected Billing Period with reasonable supporting information. VoiFlow considers its own records and reliable information you provide. Credits are applied to the next invoice or, if no further invoice is due, refunded.

3.9If the target is missed in 3 consecutive Billing Periods or in 4 Billing Periods in any 12 months, you may terminate the affected Services by notice within 30 days, with a refund under clause 17.4.

3.10Service credits are the financial remedy for missing the availability target itself. They do not exclude remedies for other breaches, claims under the Data Processing Agreement, claims under clause 23 or liability that cannot be excluded.

3.11The availability commitment does not measure AI accuracy, latency, call answer rates, carrier delivery or business outcomes. A commitment on any of those applies only if the Order defines its measurement and remedy.