Voxd Terms of Service

Company: Voxd AI LTD

Version: 1.0.0

Jurisdiction: England and Wales

Last Updated: 15 December 2025

Definitions

"Voxd AI LTD": Voxd AI LTD, a company incorporated in England and Wales, with company registration number 16911937.
"Client": Any business, company, partnership, or other legal entity that purchases or uses the Services under these Terms, excluding consumers.
"Services": The bespoke AI-powered chatbot configuration, setup, integration, and related services provided by Voxd to the Client, as described in these Terms and the applicable Order Form.
"Order Form": A document issued by Voxd and digitally signed by the Client which sets out the commercial terms applicable to the Services, including fees, scope, and the Initial Term, and which incorporates these Terms and Conditions by reference.
"Initial Term": The minimum commitment period for the Services, as specified in the applicable Order Form.
"Third-Party Services": Any services, platforms, APIs, software, infrastructure, or providers that are not owned or controlled by Voxd, including but not limited to WhatsApp, Meta Platforms, LLM providers, hosting providers, and integrated systems.
"Third-Party Service Provider": Any third party that provides a Third-Party Service used in connection with the Services.
"AI Outputs": Any responses, messages, classifications, recommendations, actions, or other outputs generated, suggested, or delivered by artificial intelligence or machine-learning systems used in connection with the Services.
"Large Language Model or LLM": A third-party artificial intelligence or machine-learning model used to generate AI Outputs, selected and/or contracted by the Client.
"Meta Platforms": Meta Platforms, Inc. and its related companies, including WhatsApp and any associated messaging, business, or API services.
"WhatsApp": The WhatsApp messaging platform and any related APIs, business services, or infrastructure operated by Meta Platforms.
"Fees": All fees payable by the Client to Voxd for the Services, as set out in the applicable Order Form.
"Confidential Information": Any information disclosed by one party to the other in connection with the Services that is marked as confidential or would reasonably be considered confidential, excluding information that is public or lawfully obtained from a third party.
"Data Protection Laws": All applicable data protection and privacy laws, including the UK GDPR and the Data Protection Act 2018, as amended from time to time.
"Business Day": A day other than a Saturday, Sunday, or public holiday in England.
"Writing or Written": Communication in written form, including electronic communications, where expressly permitted under these Terms.
"Setup Fee": The one-off fee payable by the Client for the initial configuration, onboarding, and setup of the Services, as specified in the applicable Order Form.
"Monthly Fee": The recurring monthly service fee payable by the Client for the ongoing provision and maintenance of the Services, as specified in the applicable Order Form.
"Direct Debit Mandate": A valid instruction authorising Voxd to collect payments directly from the Client's nominated bank account for Monthly Fees and any other amounts due under these Terms.
"Client Portal": The online platform provided by Voxd through which the Client may access the Services, submit Change Requests, view billing information, and communicate with Voxd.
"Change Request": A request submitted by the Client via the Client Portal for modifications, updates, or enhancements to the chatbot configuration, content, behaviour, or functionality.
"Monthly Change Allowance": The amount of time included within the Monthly Fee for processing Change Requests, as specified in these Terms or the applicable Order Form.
"Hourly Rate": The rate charged by Voxd for work exceeding the Monthly Change Allowance or for additional services, as specified in the applicable Order Form.
"Go-Live Date": The date on which the chatbot is ready for live deployment, as determined by Voxd and communicated to the Client.

1. About Voxd AI LTD

1.1 Voxd AI LTD is a company incorporated in England and Wales with company registration number 16911937.

1.2 The registered office and principal trading address of Voxd AI LTD is Wharf Cottage, Daneway, Sapperton, Gloucestershire, GL7 6LN.

1.3 Voxd provides bespoke AI-powered chatbot configuration and integration services for business clients.

1.4 The Services are provided strictly on a business-to-business basis. Voxd does not provide services to consumers and these Terms do not apply to individuals acting in a personal or consumer capacity.

1.5 All operational support in relation to the Services is provided exclusively through the Voxd client portal. Voxd does not provide routine support via email or other communication channels.

1.6 Legal notices and formal communications may be directed to james.beck@voxd.ai. Voxd reserves the right to update its legal contact details from time to time.

2. Definitions and Interpretation

2.1 In these Terms and Conditions, unless the context otherwise requires:

2.1 1.Singular and Plural: Words in the singular include the plural and words in the plural include the singular.

2.1 2.Headings: Headings are included for convenience only and shall not affect the interpretation of these Terms.

2.1 3.Persons: References to a person include a natural person, corporate or unincorporated body (whether or not having separate legal personality).

2.1 4.Including: The words "including", "include", or "in particular" shall be interpreted as illustrative and shall not limit the meaning of the words preceding them.

2.1 5.References to Law: References to any law or regulation include that law or regulation as amended, extended, re-enacted, or replaced from time to time.

2.1 6.Writing: References to writing or written communication include electronic communications where permitted under these Terms.

2.1 7.Order of Precedence: In the event of any inconsistency between these Terms and an Order Form, the Order Form shall prevail only in respect of the commercial details expressly set out in the Order Form.

2.1 8.Schedules: The Schedules form part of these Terms and Conditions and have full contractual effect.

2.1 9.Schedule Precedence: In the event of a conflict between the documents, the following order of precedence applies: (1) the SLA, (2) the DPA, (3) these Terms and Conditions.

3. Scope of Services

3.1 Voxd provides bespoke AI-powered chatbot configuration, setup, and integration services in accordance with the specifications agreed with the Client.

3.2 The Services are limited to the configuration and integration of chatbot solutions. Voxd does not provide the underlying artificial intelligence models, messaging platforms, hosting services, or third-party software unless expressly agreed in writing.

3.3 The Services are delivered based on information, requirements, instructions, and materials provided by the Client. Voxd is not responsible for errors, omissions, or issues arising from inaccurate, incomplete, or misleading information supplied by the Client.

3.4 Voxd does not provide legal, regulatory, financial, compliance, or professional advice of any kind. The Client is solely responsible for obtaining independent advice in relation to its use of the Services.

3.5 Voxd does not guarantee any particular business outcome, performance level, accuracy, revenue generation, cost savings, or commercial benefit arising from the use of the Services.

3.6 Unless expressly agreed in writing, the following are excluded from the Services:

3.6 1.Third-Party Platforms and Accounts: The provision, management, approval, or operation of third-party platforms or accounts, including but not limited to WhatsApp, Meta, and LLM providers.

3.6 2.Content Creation and Moderation: The creation, approval, moderation, or ongoing review of chatbot content, responses, or outputs.

3.6 3.Legal or Regulatory Compliance: Ensuring compliance with applicable laws, regulations, industry standards, or platform policies.

3.6 4.Monitoring and Supervision: Ongoing monitoring, supervision, or manual review of chatbot interactions or outputs.

3.7 Any changes to the scope of the Services must be agreed in writing and may be subject to additional fees.

4. Client Obligations and Responsibilities

4.1 The Client is responsible for its use of the Services and for ensuring that such use complies with these Terms and all applicable laws, regulations, and platform policies.

4.2 The Client warrants that all information, materials, instructions, data, and specifications provided to Voxd are accurate, complete, and lawful. Voxd shall not be responsible for any issues arising from inaccurate or incomplete information supplied by the Client.

4.3 The Client is solely responsible for all content, prompts, training data, workflows, and automated responses generated, processed, or delivered through the chatbot, whether created by the Client, Voxd, or generated by artificial intelligence.

4.4 The Client is responsible for ensuring compliance with the terms, policies, and acceptable use requirements of all third-party platforms and services used in connection with the Services, including but not limited to WhatsApp, Meta, and LLM providers.

4.5 The Client is responsible for establishing, maintaining, and securing all required third-party accounts, credentials, permissions, and approvals necessary for the Services to operate.

4.6 The Client is solely responsible for all fees, usage charges, overage costs, or other expenses incurred in relation to third-party services, platforms, or integrations used in connection with the Services.

4.7 The Client is responsible for testing and approving the chatbot configuration prior to deployment and acknowledges that any deployment or continued use constitutes acceptance of the configuration.

4.8 The Client shall not use, and shall ensure that its end users do not use, the Services for any unlawful, misleading, abusive, harmful, or prohibited purpose.

4.9 The Client shall provide reasonable cooperation, access, and information as required by Voxd to perform the Services. Voxd shall not be liable for delays or failures caused by the Client's lack of cooperation.

4.10 Before work can commence on the Services, the Client must complete all of the following:

4.10 1.Contract and Terms: sign the applicable Order Form and accept these Terms and Conditions in full;

4.10 2.Direct Debit Mandate: complete and submit a valid Direct Debit Mandate;

4.10 3.Setup Fee Payment: pay the agreed Setup Fee in full;

4.10 4.Required Information and Assets: provide all required information, materials, content, and assets as requested by Voxd; and

4.10 5.Third-Party Account Setup: set up all required third-party accounts, including but not limited to Meta/WhatsApp Business accounts and LLM provider accounts.

4.11 The Client is responsible for completing all setup requirements promptly. Voxd shall have no obligation to commence work until all setup preconditions set out in this section have been satisfied.

4.12 Voxd accepts no liability for any delays, missed deadlines, or extended project timelines resulting from the Client's failure to provide information, access, approvals, or to complete third-party account setup in a timely manner.

5. Acceptable Use and Prohibited Activities

5.1 The Client shall use, and shall ensure that its end users use, the Services strictly in accordance with these Terms, all applicable laws and regulations, and all applicable third-party platform policies (including those of Meta, WhatsApp, and any LLM providers).

5.2 The Client shall not, and shall not permit any third party to, use the Services (including any chatbot, AI output, integration, or configuration) for any unlawful, misleading, deceptive, abusive, harmful, or prohibited purpose.

5.3 Without limitation, the Client shall not use the Services, and shall ensure that its end users do not use the Services, to:

5.3 1.Unlawful or Harmful Activity: engage in, promote, facilitate, or assist any unlawful activity, including fraud, impersonation, harassment, discrimination, hate speech, threats, or exploitation;

5.3 2.Spam and Unsolicited Messaging: send, facilitate, or automate unsolicited, bulk, or spam communications, or otherwise breach applicable marketing, communications, or electronic messaging laws or platform rules;

5.3 3.Regulated or High-Risk Activities: provide or purport to provide legal, medical, financial, investment, insurance, credit, employment, or other regulated or professional advice, determinations, or recommendations, except where expressly permitted by law and appropriately authorised by the Client;

5.3 4.Misrepresentation and Deception: misrepresent the chatbot as a human, as Voxd, as Meta, or as an authorised professional, or make false, misleading, or unauthorised statements on behalf of the Client or any third party;

5.3 5.Platform Policy Breaches: violate or attempt to circumvent the terms, acceptable use policies, technical safeguards, or enforcement mechanisms of any Third-Party Service, including WhatsApp, Meta, or any LLM provider;

5.3 6.Intellectual Property and Confidentiality: infringe, misappropriate, or otherwise violate any intellectual property rights, confidential information, or proprietary rights of any third party;

5.3 7.Security and Abuse: attempt to interfere with, disrupt, probe, scan, or test the vulnerability of the Services, underlying infrastructure, or Third-Party Services, or to bypass any safeguards, guardrails, or restrictions;

5.3 8.Adversarial or Manipulative Use: intentionally attempt to manipulate, override, exploit, or subvert AI behaviour or safeguards, including through prompt injection, social engineering, or adversarial inputs, other than for legitimate testing approved by the Client;

5.3 9.Illegal or Inappropriate Content: generate, store, transmit, or distribute content that is unlawful, defamatory, obscene, discriminatory, abusive, or otherwise inappropriate for the intended business use.

5.4 The Client is solely responsible for implementing appropriate internal policies, user instructions, disclosures, consent mechanisms, and safeguards to ensure compliance with this section.

5.5 Voxd reserves the right, without liability, to suspend, restrict, modify, or terminate the Services, in whole or in part, where Voxd reasonably determines that the Client's use of the Services breaches or risks breaching this section, applicable law, or any third-party platform policy.

5.6 Any breach of this section shall constitute a material breach of these Terms for the purposes of Section 13 (Suspension) and Section 14 (Termination).

5.7 The Client shall indemnify Voxd in accordance with Section 20 in respect of any claims, losses, damages, penalties, fines, costs, or liabilities arising from or related to any breach of this section.

6. AI Outputs and Disclaimer

6.1 The Client acknowledges that artificial intelligence and machine-learning systems may produce outputs that are inaccurate, incomplete, misleading, inconsistent, inappropriate, offensive, or otherwise unsuitable. AI outputs may appear authoritative despite being incorrect.

6.2 To the fullest extent permitted by law, Voxd makes no warranties, representations, or guarantees of any kind in relation to AI outputs, including (without limitation) any warranty of accuracy, completeness, reliability, timeliness, legality, non-infringement, fitness for purpose, or that outputs will meet the Client's requirements.

6.3 The Client is solely responsible for all reliance upon, use of, interpretation of, and decisions made based on any AI outputs. The Client shall ensure that appropriate human review, validation, and oversight is applied where required, including before acting on, publishing, or communicating any AI output.

6.4 To the fullest extent permitted by law, Voxd shall have no liability for any AI output (including any statement, response, recommendation, classification, action, or omission) generated, suggested, delivered, or communicated via the chatbot, whether to the Client, the Client's staff, or end users, and whether arising from prompts, training data, context, tools, integrations, or any other cause.

6.4 1.Non-Exhaustive Examples: This includes (without limitation) any liability for: (i) misinformation or hallucinations; (ii) offensive, defamatory, discriminatory, or harmful content; (iii) incorrect advice or instructions; (iv) failure to follow the Client's intended tone, policies, or scripts; (v) errors in understanding user messages; (vi) failure to escalate to a human; (vii) unintended commitments, refunds, pricing, or contractual statements made by the chatbot; or (viii) any outputs sent to the wrong recipient or at the wrong time due to context or automation.

6.5 AI outputs are not professional advice. Voxd does not provide legal, regulatory, medical, financial, accounting, or other professional advice through the Services. The Client must obtain independent professional advice where appropriate and must not permit the chatbot to be used as a substitute for professional judgement.

6.6 Where Voxd provides configuration options, templates, guardrails, escalation paths, or suggested policies, these are provided for convenience only. The Client is responsible for selecting, approving, testing, and maintaining the final configuration and ensuring it is suitable, lawful, and safe for its intended use.

6.6 1.Testing and Ongoing Monitoring: The Client is responsible for testing the chatbot before go-live and for ongoing monitoring of chatbot behaviour and outputs after deployment, including following any changes to the Client's business processes, products, services, pricing, policies, or applicable platform rules.

6.7 Where the chatbot uses an underlying LLM or AI model provided by a third party selected and/or contracted by the Client, the Client acknowledges that the model provider is responsible for the operation, availability, and behaviour of that model. Voxd is not responsible for model performance, training, safety controls, filtering, or changes made by any model provider.

6.8 The Client acknowledges that end users or third parties may attempt to manipulate AI behaviour (including by prompt injection, social engineering, or adversarial inputs). Voxd is not responsible for AI outputs resulting from such attempts. The Client is responsible for implementing appropriate safeguards, policies, and business rules to mitigate such risks.

6.9 Unless expressly agreed in writing, the Client shall not use the Services for high-risk or safety-critical purposes, including where outputs could reasonably be expected to cause harm if incorrect (for example: medical diagnosis/treatment, emergency response, legal determinations, financial or investment advice, credit decisions, or employment screening). Any such use is at the Client's sole risk.

6.10 The Client is responsible for handling complaints, disputes, chargebacks, and claims arising from chatbot interactions and AI outputs, including interactions with end users. This section is without prejudice to any indemnity obligations set out elsewhere in these Terms.

6.11 Nothing in this section excludes or limits any liability that cannot be excluded or limited under applicable law, including liability for fraud or fraudulent misrepresentation.

7. Third-Party Services and Integrations

7.1 The Services may rely on, integrate with, or interoperate with third-party services, platforms, APIs, software, infrastructure, or providers that are not owned or controlled by Voxd.

7.2 Voxd has no control over Third-Party Services and does not monitor, endorse, or assume responsibility for their operation, availability, performance, security, functionality, pricing, or compliance.

7.3 The Client's relationship with any Third-Party Service provider is direct and independent of Voxd. The Client is solely responsible for entering into, maintaining, and complying with all agreements, terms, and obligations with such providers.

7.4 To the fullest extent permitted by law, Voxd shall have no liability for any failure, outage, interruption, degradation, error, defect, delay, or unavailability of any Third-Party Service.

7.4 1.Examples of Excluded Liability: This includes (without limitation) any liability arising from: (i) service outages or downtime; (ii) API changes, deprecations, or versioning updates; (iii) changes to functionality or features; (iv) rate limits or throttling; (v) data loss, corruption, or delays; (vi) pricing or billing changes; or (vii) termination or suspension of third-party accounts.

7.5 Where Voxd develops, configures, or maintains integrations with Third-Party Services on behalf of the Client, such integrations are provided on an "as is" and "as available" basis. Voxd does not guarantee ongoing compatibility or continued operation of any integration.

7.6 The Client acknowledges that Third-Party Services may modify, restrict, deprecate, or withdraw APIs, endpoints, permissions, data structures, or access requirements at any time. Voxd is not responsible for adapting integrations to accommodate such changes unless expressly agreed in writing and may charge additional fees for any required updates.

7.7 Voxd is not responsible for the security, storage, processing, or handling of data by Third-Party Services. Any data transmitted to or processed by Third-Party Services is done at the Client's sole risk and subject to the terms of those third parties.

7.8 Voxd shall not be responsible for any costs, fees, overages, penalties, or unexpected charges imposed by Third-Party Services, including those arising from increased usage, pricing changes, or misconfiguration.

7.9 Voxd may suspend, limit, or modify the Services where required due to issues, restrictions, or actions taken by Third-Party Services. Voxd shall not be liable for any resulting impact on the Client's operations.

7.10 Voxd does not provide any service level commitments, uptime guarantees, or performance assurances in relation to Third-Party Services or integrations.

7.11 Where the Client requests Voxd to investigate, diagnose, or attempt to resolve an issue that is caused by, relates to, or originates from a Third-Party Service (including outages, API changes, platform restrictions, configuration changes, or third-party errors), Voxd reserves the right to charge for its time and effort at its then-current rates, regardless of whether Voxd ultimately resolves the issue.

7.11 1.No Fault Requirement: Such charges may apply even where the issue is outside Voxd's control and is not attributable to any fault, breach, or failure by Voxd.

7.11 2.Notification and Approval: Where reasonably practicable, Voxd will inform the Client before incurring chargeable investigation time; however, the Client acknowledges that immediate investigation may be required to minimise disruption.

7.12 Nothing in this section excludes or limits any liability that cannot be excluded or limited under applicable law, including liability for fraud or fraudulent misrepresentation.

8. WhatsApp and Meta Disclaimer

8.1 The Services may be delivered via or integrated with WhatsApp and related Meta Platforms. Voxd is not affiliated with, endorsed by, or acting as an agent of Meta or WhatsApp.

8.2 The Client's relationship with Meta and WhatsApp is direct and independent of Voxd. The Client is solely responsible for establishing, maintaining, and complying with all applicable terms, policies, and requirements imposed by Meta and WhatsApp.

8.3 Voxd has no control over the operation, availability, delivery, routing, or performance of WhatsApp or Meta services and does not guarantee message delivery, timeliness, or reach.

8.4 The Client acknowledges that Meta and WhatsApp may modify, introduce, interpret, or enforce policies, technical requirements, pricing structures, or platform features at any time. Voxd is not responsible for any impact such changes may have on the functionality, availability, or performance of the chatbot or the Services.

8.5 Voxd is not responsible for WhatsApp account approval, verification, quality ratings, message tier limitations, blocking, suspension, restriction, or termination by Meta or WhatsApp, whether temporary or permanent.

8.6 The Client is solely responsible for maintaining its reputation, quality ratings, messaging practices, opt-in mechanisms, and compliance with WhatsApp messaging guidelines. Voxd shall have no liability for any degradation of reputation, quality score, or messaging tier.

8.7 The Client is solely responsible for all fees, charges, message costs, penalties, or usage-based pricing imposed by WhatsApp, Meta, or any related service providers. Voxd is not responsible for unexpected, increased, or variable fees arising from messaging activity, policy changes, or pricing updates.

8.8 Voxd shall not be liable for failed, delayed, duplicated, throttled, or undelivered messages, or for any limitation on the ability to send or receive messages due to platform rules, rate limits, outages, or enforcement actions by Meta or WhatsApp.

8.9 Voxd may suspend, modify, or limit the Services where required due to actions, restrictions, or requirements imposed by Meta or WhatsApp. Voxd shall not be liable for any resulting impact on the Client's operations.

8.10 Nothing in this section excludes or limits any liability that cannot be excluded or limited under applicable law, including liability for fraud or fraudulent misrepresentation.

9. Fees, Billing and Payment

9.1 The Client shall pay all fees associated with the Services as set out in the applicable Order Form. All fees are exclusive of VAT and any other applicable taxes unless expressly stated otherwise.

9.2 Any setup, onboarding, configuration, or implementation fees are payable in full and in advance. Voxd shall have no obligation to commence work or provide any Services until such fees have been received in cleared funds.

9.3 Monthly service fees are payable in advance by Direct Debit and cover the ongoing provision of the Services as agreed between the parties.

9.4 Monthly Fees shall become chargeable from the Go-Live Date, regardless of whether the Client chooses to delay deployment or launch of the chatbot.

9.5 Monthly Fees will be collected by Direct Debit on or around the Go-Live Date and thereafter monthly on the corresponding date (or such other date notified by Voxd). Voxd may change the collection date on not less than ten (10) Business Days' notice.

9.6 Unless otherwise specified in the applicable Order Form, the Monthly Fee includes:

9.6 1.Hosting and Maintenance: ongoing hosting, maintenance, and support of the chatbot;

9.6 2.Monitoring and Platform Access: access to the Client Portal for monitoring and management;

9.6 3.Monthly Change Allowance: up to thirty (30) minutes of change request time per calendar month, as further described in Section 10; and

9.6 4.Other Services: all other services not expressly stated as chargeable elsewhere in these Terms or the applicable Order Form.

9.7 The Services are provided subject to a minimum initial term as specified in the applicable Order Form (the "Initial Term"). Unless expressly agreed otherwise in writing, the Client is committed to the Services for the full Initial Term.

9.8 Payment of Monthly Fees shall be made by Direct Debit. The Client agrees to complete and maintain a valid Direct Debit Mandate for the duration of the Services.

9.9 If the Client cancels or withdraws the Direct Debit Mandate, Voxd may suspend the Services immediately until a valid mandate is reinstated and all outstanding amounts are paid.

9.10 If a Direct Debit payment fails for any reason:

9.10 1.Automatic Retry: Voxd will attempt one automatic retry of the failed payment;

9.10 2.Manual Payment Request: if the retry is unsuccessful, Voxd will request a manual payment from the Client; and

9.10 3.Service Suspension: if payment is not resolved within a reasonable timeframe, Voxd reserves the right to suspend or disable the Services immediately until all outstanding amounts are settled in full.

9.11 If any payment is not received when due, Voxd reserves the right to suspend or restrict the Services immediately without notice until payment is received in full.

9.11 1.No Liability for Suspension: Voxd shall have no liability for any loss, damage, or disruption arising from the suspension or restriction of the Services due to non-payment.

9.12 Voxd reserves the right to charge statutory interest and recover reasonable debt recovery costs in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

9.13 Any changes to Fees will be notified at least thirty (30) days in advance and will take effect from the start of the next billing period. Fees will not increase during the Initial Term except as expressly set out in the Order Form.

9.14 The following costs are not included in fees payable to Voxd and are the sole responsibility of the Client:

9.14 1.LLM Provider Fees: Large Language Model (LLM) usage fees, payable directly to the Client's chosen LLM provider;

9.14 2.WhatsApp and Meta Fees: WhatsApp messaging fees and any other charges imposed by Meta, payable directly to Meta; and

9.14 3.Other Third-Party Costs: any other costs charged by third-party providers or integrated services.

9.15 Voxd is not responsible for pricing changes, billing issues, service outages, or disputes relating to any third-party services or providers.

9.16 Any billing disputes must be raised in writing within fourteen (14) days of the relevant invoice or charge. Failure to do so shall constitute acceptance of the charge.

9.17 The Client shall not withhold, offset, or deduct any amounts from fees due to Voxd for any reason, including disputes, alleged defects, or service interruptions.

9.18 In the event of any conflict or inconsistency between these Terms and Conditions and an Order Form, the terms of the Order Form shall prevail solely in respect of the commercial details expressly set out in the Order Form.

10. Change Requests and Included Allowance

10.1 Each Client receives thirty (30) minutes of change request time per calendar month, included within the Monthly Fee (the "Monthly Change Allowance").

10.2 The Monthly Change Allowance may be used for any type of change, including content updates, behavioural adjustments, or functional refinements. Time is tracked cumulatively across all Change Requests during the calendar month.

10.3 Unused time from the Monthly Change Allowance does not roll over to future months and shall be forfeited at the end of each calendar month.

10.4 Once the Monthly Change Allowance has been exhausted, any further work will be charged at the Hourly Rate specified in the applicable Order Form.

10.5 Where a Change Request is expected to exceed the remaining Monthly Change Allowance, Voxd will provide a quote for the additional work in advance. Work will only proceed once the Client has approved the Change Request and accepted the quoted cost.

10.6 Change Requests must be submitted via the Client Portal by:

10.6 1.Support Ticket: creating a new support ticket; or

10.6 2.Conversation Annotation: annotating a specific chatbot response or conversation within the Client Portal.

10.7 Voxd will assess each Change Request and track time spent against the Monthly Change Allowance. The Client may view their remaining allowance via the Client Portal.

10.8 Approved charges for work exceeding the Monthly Change Allowance will be added to the next monthly Direct Debit payment.

10.9 Once a Change Request has been approved by the Client (and, where applicable, any quoted cost accepted), the change will be scheduled and implemented without further confirmation.

11. Term and Minimum Commitment

11.1 This agreement shall commence on the date specified in the applicable Order Form or, if no date is specified, on the date the Services are first made available to the Client.

11.2 This agreement shall continue for the minimum initial term specified in the applicable Order Form (the "Initial Term"), during which the Client is committed to the Services and the associated fees.

11.3 Unless expressly permitted under these Terms or agreed in writing by Voxd, the Client may not terminate the agreement for convenience during the Initial Term.

11.4 Following expiry of the Initial Term, the agreement shall continue unless and until terminated in accordance with the notice provisions set out in these Terms or as specified in the applicable Order Form.

12. Notice Periods

12.1 Any notice to terminate the agreement or the Services must be given in accordance with this section and shall only be effective if provided in writing.

12.2 Termination notice must be provided by written communication through the method specified by Voxd for contractual notices and must clearly state the intention to terminate the Services.

12.3 Following expiry of the Initial Term, either party may terminate the agreement by giving not less than thirty (30) days' written notice, unless a different notice period is specified in the applicable Order Form.

12.4 Any notice served by the Client during the Initial Term shall not take effect until the end of the Initial Term and shall not relieve the Client of its obligation to pay all fees due for the remainder of the Initial Term.

12.5 The giving of notice, whether during or after the Initial Term, does not entitle the Client to any refund, credit, or reduction of fees already paid or payable.

12.6 Unless otherwise agreed in writing, the Services shall continue to be provided during any notice period and the Client shall remain liable for all applicable fees.

13. Suspension, Downtime and Availability

13.1 Voxd is committed to providing reliable and professional services. Service availability, uptime targets, permitted downtime, and support response commitments for the Core Services are set out in Schedule 2.

13.2 Where Schedule 2 applies, it forms part of these Terms and governs service availability commitments. In the event of any inconsistency between this section and Schedule 2, Schedule 2 shall prevail in respect of service levels and uptime.

13.3 The Services may from time to time be unavailable due to planned maintenance, updates, repairs, emergency work, or unforeseen issues. Voxd will use reasonable efforts to minimise disruption and, where practicable, provide advance notice of planned maintenance.

13.4 Certain aspects of the Services rely on platforms or systems that Voxd does not own or directly contract with and which are outside Voxd’s control. This typically includes WhatsApp and Meta platforms, large language model providers, and any third-party or client-supplied APIs or software systems. Voxd is not responsible for downtime, delays, failures, or service degradation caused by such third-party platforms or systems, but will provide reasonable assistance to help diagnose related issues where possible.

13.5 Voxd may suspend, restrict, or modify the Services, in whole or in part, where reasonably necessary to protect the Services, comply with legal or platform requirements, or address material risk.

13.5 1.Non-Payment: address non-payment or suspected non-payment of fees;

13.5 2.Legal or Policy Requirements: comply with applicable laws, regulations, court orders, or binding platform policies;

13.5 3.Security and Risk: protect the security, integrity, or operation of the Services or connected platforms;

13.5 4.Third-Party Actions: respond to restrictions, outages, suspensions, or other actions taken by third-party platforms or providers outside Voxd’s control;

13.5 5.Misuse or Risky Use: prevent or address misuse of the Services or activity that may expose Voxd or the Client to legal, regulatory, or reputational risk.

13.6 Any remedies relating to service availability or downtime are governed by Schedule 2 and these Terms. Except as expressly set out in Schedule 2, Voxd does not provide additional refunds, credits, or fee reductions in respect of service unavailability.

13.7 Nothing in this section excludes or limits any liability that cannot be excluded or limited under applicable law, including liability for fraud or fraudulent misrepresentation.

14. Termination

14.1 The minimum contract term is defined in the applicable Order Form. Following expiry of the Initial Term, either party may terminate the agreement by giving not less than thirty (30) days' written notice in accordance with Section 12.

14.2 If the Client terminates or cancels the agreement before the end of the Initial Term (other than for cause in accordance with this section), the full remaining balance of all Monthly Fees due for the remainder of the Initial Term shall become immediately due and payable.

14.3 Either party may terminate this agreement with immediate effect by written notice if the other party commits a material breach which is incapable of remedy or is not remedied within fourteen (14) days of written notice.

14.4 Voxd may terminate the agreement immediately if the Client becomes insolvent, ceases trading, poses legal or reputational risk, or breaches platform policies.

14.5 Upon termination, the Client's right to use the Services shall cease immediately. Termination shall not affect accrued rights or liabilities.

15. Refunds

15.1 All fees paid or payable are non-refundable. No refunds, credits, or partial refunds shall be issued under any circumstances.

16. Data Protection and GDPR

16.1 Each party shall comply with applicable data protection laws, including the UK GDPR and Data Protection Act 2018.

16.2 The Client acts as data controller and Voxd acts as data processor unless otherwise agreed in writing.

16.3 The Data Processing Addendum set out in Schedule 1 forms part of these Terms and Conditions.

17. Intellectual Property

17.1 All intellectual property rights in the Services remain the property of Voxd or its licensors. No rights are transferred except as expressly stated in these Terms.

17.2 As between Voxd and the Client, and subject to the Client's compliance with these Terms and payment of all applicable Fees, the Client shall own all right, title, and interest (if any) in and to the AI Outputs generated for the Client through use of the Services.

17.3 The Client acknowledges that AI Outputs may be generated using artificial intelligence and machine-learning systems and may be similar or identical to outputs generated for other customers or third parties. Voxd makes no warranty or representation that any AI Output is original, unique, non-infringing, or free from third-party rights.

17.4 The Client is solely responsible for reviewing, approving, and determining whether any AI Output may be used, relied upon, published, communicated, or commercialised, and for obtaining any necessary rights, consents, licences, or permissions in connection with the Client's intended use of the AI Outputs.

17.5 The Client warrants that it has all necessary rights, licences, and permissions to provide to Voxd (and to any Third-Party Services used in connection with the Services) any prompts, scripts, content, data, documents, branding, trademarks, policies, or other materials supplied by or on behalf of the Client ("Client Materials"), and that the use of such Client Materials as contemplated by these Terms will not infringe or misappropriate any third-party rights.

17.6 Except as expressly stated in these Terms, no intellectual property rights are granted or transferred. Voxd and its licensors retain all rights in and to the Services, including any underlying software, tooling, configurations, templates, methodologies, workflows, and know-how, whether developed before, during, or after the provision of the Services.

17.7 To the fullest extent permitted by law, Voxd does not provide any indemnity, warranty, or assurance in respect of any intellectual property infringement or alleged infringement arising from or related to AI Outputs, Client Materials, or the Client's use of the Services.

18. Confidentiality

18.1 Each party shall keep confidential any confidential information disclosed in connection with the Services.

19. Limitation of Liability

19.1 To the fullest extent permitted by law, Voxd shall not be liable for indirect, consequential, or economic losses, including loss of profit, revenue, or data.

19.2 Voxd’s total liability shall not exceed the fees paid by the Client in the three (3) months preceding the claim.

20. Indemnity

20.1 The Client shall indemnify, defend, and hold harmless Voxd, its directors, officers, employees, contractors, and affiliates from and against any and all claims, demands, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

20.1 1.AI Outputs: any use of, reliance upon, publication, communication, or distribution of any AI Outputs by or on behalf of the Client, including any claim that an AI Output is inaccurate, misleading, defamatory, discriminatory, unlawful, or harmful;

20.1 2.Intellectual Property Infringement: any claim that any AI Output, Client Materials, prompts, scripts, data, or content provided by or on behalf of the Client infringes, misappropriates, or otherwise violates any intellectual property rights or other proprietary rights of any third party;

20.1 3.Client Materials and Instructions: any Client Materials, instructions, workflows, configurations, or requirements supplied by or on behalf of the Client, including Voxd's use of such materials or instructions in accordance with these Terms;

20.1 4.Regulatory and Legal Compliance: the Client's failure to comply with applicable laws, regulations, or regulatory guidance in connection with its use of the Services, including data protection, marketing, communications, consumer protection, or sector-specific regulations;

20.1 5.Platform Policies and Third-Party Terms: any breach by the Client of the terms, acceptable use policies, or requirements of any Third-Party Services, including WhatsApp, Meta Platforms, or any LLM provider;

20.1 6.Misuse or Prohibited Use: any use of the Services that breaches Section 5 (Acceptable Use and Prohibited Activities) or otherwise exposes Voxd to legal, regulatory, or reputational risk.

20.2 The indemnity in this Section 20 shall apply regardless of whether the relevant claim arises from: AI Outputs generated automatically or in response to prompts; actions or omissions of the Client, its staff, contractors, or end users; or the involvement of any Third-Party Services.

20.3 Voxd shall: promptly notify the Client of any claim for which indemnity is sought (provided that any failure to notify promptly shall not relieve the Client of its indemnity obligations except to the extent it materially prejudices the defence of the claim); and reasonably cooperate with the Client in the defence or settlement of such claim at the Client's expense.

20.4 Nothing in this Section 20 shall be construed as an admission of liability by Voxd or as a waiver of any rights, remedies, or defences available to Voxd.

20.5 The Client's indemnity obligations under this Section 20 are without prejudice to, and shall not limit, any other rights or remedies available to Voxd under these Terms or at law.

21. Assignment and Subcontracting

21.1 The Client shall not assign, transfer, novate, subcontract, or otherwise deal with any of its rights or obligations under these Terms without the prior written consent of Voxd (such consent not to be unreasonably withheld or delayed).

21.2 Voxd may assign, transfer, novate, or otherwise deal with its rights and obligations under these Terms, in whole or in part, without the Client's consent, including in connection with: (a) a merger, acquisition, reorganisation, or sale of all or substantially all of Voxd's business or assets; or (b) an assignment to an affiliate or group company.

21.3 Voxd may subcontract, delegate, or otherwise perform any of its obligations under these Terms through subcontractors, agents, or service providers, provided that Voxd remains responsible for the performance of the Services in accordance with these Terms.

21.4 Any subcontracting or assignment by Voxd shall not relieve Voxd of its obligations under these Terms.

22. Pre-Contractual Statements

22.1 These Terms and Conditions constitute the entire agreement between the parties in relation to the Services and supersede and extinguish all previous agreements, understandings, negotiations, assurances, representations, warranties, and arrangements, whether written or oral.

22.2 The Client acknowledges and agrees that, in entering into this agreement, it has not relied upon and shall have no right or remedy in respect of any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not expressly set out in these Terms and Conditions.

22.3 Without limitation, the Client agrees that the following shall not form part of this agreement unless expressly incorporated in writing:

22.3 1.Sales Discussions and Demonstrations: Any sales discussions, demonstrations, presentations, or verbal explanations provided by Voxd prior to the commencement of the Services.

22.3 2.Written Communications: Any emails, instant messages, proposals, quotations, marketing materials, website content, or documentation provided prior to the effective date of these Terms.

22.3 3.Estimates and Projections: Any estimates, forecasts, projections, examples, performance indicators, or illustrative outputs, including but not limited to AI-generated examples or demonstrations.

22.4 The Client acknowledges that no guarantees, promises, or assurances have been made by Voxd regarding business outcomes, performance, accuracy of AI outputs, financial benefit, compliance, or suitability for any particular purpose, except as expressly stated in these Terms.

22.5 No variation, amendment, or addition to these Terms shall be effective unless agreed in writing and signed by an authorised representative of Voxd.

22.6 Nothing in this section shall exclude or limit any liability for fraud or fraudulent misrepresentation.

23. Force Majeure

23.1 Neither party shall be liable for failure to perform due to events beyond reasonable control.

24. Changes to These Terms

24.1 Voxd may update these Terms from time to time. Continued use of the Services constitutes acceptance of the updated Terms.

25. Governing Law and Jurisdiction

25.1 These Terms are governed by the laws of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction.

Schedules

Schedule 1: Data Processing Addendum (UK GDPR)

Click to view the full schedule

Schedule 2: Service Level Agreement (SLA)

Click to view the full schedule