Terms of Service

1. Definitions

In this Agreement, unless the context requires otherwise:

• "Platform" means the Vociply cloud-based software application, APIs, dashboards, documentation, and all associated services provided by Vociply.
• "Business Customer" means the entity or individual who registers for and uses the Platform.
• "End-User" means any person who interacts with a Voice Agent deployed by a Business Customer, including recipients of outbound calls and callers on inbound lines.
• "Voice Agent" means an AI-powered voice assistant configured, deployed, and managed by a Business Customer through the Platform.
• "Call Data" means all data generated during a call handled by a Voice Agent, including call recordings, transcripts, metadata, analytics, and any data collected from End-Users during the interaction.
• "Confidential Information" means any non-public information disclosed by one party to the other in connection with this Agreement, whether disclosed orally, in writing, or electronically, including business plans, technical data, customer data, pricing, and security configurations.
• "Output" means any speech, text, or data generated by a Voice Agent during an interaction with an End-User.
• "API" means the application programming interfaces provided by Vociply to enable programmatic access to Platform features.
• "Documentation" means the technical and user documentation made available by Vociply, including API references, guides, and integration instructions.
• "Subscription Term" means the period during which the Business Customer has an active subscription to the Platform, as set out in the applicable order or billing page.
• "Fees" means all charges payable by the Business Customer for access to and use of the Platform, including subscription fees, usage-based charges, and any applicable add-ons.
• "Intellectual Property" means all patents, copyrights, trademarks, trade secrets, database rights, design rights, know-how, and all other intellectual property rights, whether registered or unregistered.
• "DPA" means a Data Processing Agreement as may be executed between Vociply and a Business Customer in accordance with applicable data protection legislation.

2. Platform Access and Licence

2.1 Grant of Licence

Subject to your compliance with this Agreement and payment of all applicable Fees, Vociply grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform during the Subscription Term solely for your internal business operations.

2.2 API Access

Where your subscription plan includes API access, you may integrate the Platform with your own systems using the APIs provided. All API usage must comply with the Documentation, applicable rate limits, and any usage policies published by Vociply. Vociply reserves the right to throttle or suspend API access that materially degrades service quality for other customers.

2.3 Restrictions

You shall not, and shall not permit any third party to:

• Copy, modify, adapt, or create derivative works of the Platform or any part thereof;
• Reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Platform;
• Sublicence, resell, lease, rent, or distribute access to the Platform without prior written consent from Vociply;
• Use the Platform for any purpose that is unlawful, fraudulent, or prohibited by this Agreement;
• Circumvent, disable, or interfere with any security or access control feature of the Platform;
• Use the Platform to develop a competing product or service.

3. Business Customer Obligations

3.1 Registration

You must provide accurate, current, and complete registration information and maintain the accuracy of such information throughout the Subscription Term. You are responsible for all activity that occurs under your account.

3.2 Lawful Deployment

You are solely responsible for ensuring that your deployment and use of Voice Agents complies with all applicable laws and regulations in the jurisdictions where your Voice Agents operate, including without limitation:

• The Telephone Consumer Protection Act (TCPA) and FCC regulations in the United States;
• The UK Communications Act 2003 and Ofcom regulations in the United Kingdom;
• The Kenya Information and Communications Act and CA regulations in Kenya;
• The EU AI Act, GDPR, and ePrivacy Directive in the European Union;
• Any other applicable telecommunications, consumer protection, or data protection legislation.

3.3 Call Disclosure

You shall configure all Voice Agents to disclose to End-Users at the beginning of each interaction that they are speaking with an AI-powered agent and not a human. You are responsible for ensuring this disclosure meets the requirements of applicable law.

3.4 Consent

Where call recording is enabled, you are responsible for obtaining all legally required consents from End-Users prior to or at the commencement of recording. This includes complying with all-party consent requirements in jurisdictions where they apply. See our Privacy Policy for further guidance on consent obligations.

3.5 Prohibited Deployments

Voice Agents must not be deployed as a substitute for emergency services (such as 999, 911, or 112) or in any context where failure of the AI system could reasonably result in risk to life, health, or safety.

4. Acceptable Use Policy

You expressly agree not to use the Platform to:

• Clone, replicate, or synthesise any person's voice without their explicit, informed consent;
• Impersonate any individual, organisation, or government entity;
• Engage in or facilitate fraud, phishing, social engineering, or deceptive practices;
• Conduct unsolicited mass calling (spam/robocalling) in violation of applicable law;
• Engage in political manipulation, election interference, or disinformation campaigns;
• Circumvent, disable, or tamper with any Platform safeguards, rate limits, or content moderation features;
• Process biometric data (including voiceprints) without explicit lawful authority and End-User consent;
• Deploy Voice Agents that are designed to interact with or target children under the age of 16;
• Transmit, store, or process content that is unlawful, harassing, defamatory, obscene, or otherwise objectionable;
• Use the Platform in any manner that could damage, disable, overburden, or impair the Platform or interfere with any other party's use of the Platform.

Vociply reserves the right to investigate and take appropriate action against any suspected violation of this Section, including account suspension or termination without prior notice.

5. Intellectual Property

5.1 Vociply IP

Vociply and its licensors retain all right, title, and interest in and to the Platform, including all Intellectual Property rights therein. Nothing in this Agreement transfers ownership of any Vociply Intellectual Property to you.

5.2 Business Customer IP

You retain all right, title, and interest in and to your Voice Agent configurations, business data, prompts, workflows, knowledge bases, and any content you upload to or create within the Platform ("Customer Content"). Vociply claims no ownership over Customer Content.

5.3 Limited Licence to Vociply

You grant Vociply a limited, non-exclusive licence to host, process, transmit, and display Customer Content solely as necessary to provide and improve the Platform services to you. This licence terminates upon expiration or termination of your Subscription Term, subject to any data retention obligations.

5.4 No AI Training

Vociply will not use Customer Content, Call Data, or End-User interactions to train, fine-tune, or improve general-purpose AI or machine learning models without your express written consent. This commitment is also reflected in Section 4.2 of our Privacy Policy.

5.5 Feedback

If you provide Vociply with any suggestions, ideas, or feedback regarding the Platform ("Feedback"), you grant Vociply an irrevocable, perpetual, royalty-free licence to use such Feedback for any purpose, including product development, without obligation to you.

6. Payment and Billing

6.1 Fees and Billing

Fees are charged in accordance with the pricing plan selected at the time of registration or as subsequently agreed. Subscription fees are billed in advance on a monthly or annual cycle. Usage-based charges (including per-minute call costs and credit consumption) are calculated and billed in arrears or deducted from prepaid credit balances.

6.2 Invoicing and Payment

Unless otherwise agreed in writing, all invoices are payable within thirty (30) days of the invoice date. Vociply may issue invoices electronically. Payment must be made by the method specified at the time of subscription or as agreed between the parties.

6.3 Late Payment

If any amount is not paid when due, Vociply may charge interest on the overdue amount at a rate of 4% per annum above the prevailing central bank base rate applicable in the jurisdiction of the Business Customer, or the maximum rate permitted by applicable law, whichever is lower. Vociply may also recover reasonable costs of collection.

6.4 Suspension for Non-Payment

If any invoice remains unpaid for more than fourteen (14) days after the due date, Vociply may, upon written notice, suspend your access to the Platform until all outstanding amounts are paid in full. Suspension does not relieve you of any payment obligation.

6.5 Taxes

All Fees are exclusive of applicable taxes, including VAT, GST, sales tax, and withholding taxes. You are responsible for all taxes associated with your use of the Platform, except for taxes on Vociply's net income.

6.6 Price Changes

Vociply may change the Fees applicable to any subscription plan by providing at least thirty (30) days advance written notice. Price changes will take effect at the start of your next billing cycle following the notice period. If you do not agree to a price change, your sole remedy is to terminate your subscription before the change takes effect.

7. Confidentiality

7.1 Obligations

Each party agrees to hold the other party's Confidential Information in strict confidence and not to disclose it to any third party except as expressly permitted by this Agreement. Each party shall use the Confidential Information of the other party only for the purpose of performing its obligations or exercising its rights under this Agreement.

7.2 Exclusions

Confidential Information does not include information that:

• Is or becomes publicly available through no fault of the receiving party;
• Was already known to the receiving party without restriction prior to disclosure;
• Is independently developed by the receiving party without use of the disclosing party's Confidential Information;
• Is rightfully obtained from a third party without restriction on disclosure.

7.3 Permitted Disclosures

A party may disclose Confidential Information where required to do so by law, regulation, or court order, provided that (to the extent permitted by law) it gives the disclosing party prompt written notice so that the disclosing party may seek a protective order. Disclosure may also be made to professional advisors bound by a duty of confidentiality.

7.4 Survival

The obligations of confidentiality set out in this Section shall survive the expiration or termination of this Agreement for a period of five (5) years.

8. Warranties and Representations

8.1 Vociply Warranties

Vociply warrants that:

• The Platform will perform materially in accordance with the Documentation during the Subscription Term;
• Vociply holds all necessary licences, permissions, and authorisations required to provide the Platform;
• The Platform will be provided using reasonable skill and care consistent with generally accepted industry standards.

8.2 Business Customer Warranties

You warrant and represent that:

• You have full authority and capacity to enter into this Agreement;
• You hold all necessary consents, licences, and permissions to process End-User data through the Platform, including consent for call recording where applicable;
• You will comply with all applicable laws and regulations in your use of the Platform;
• Customer Content does not and will not infringe the Intellectual Property or other rights of any third party.

8.3 Disclaimer

Except as expressly set out in this Agreement, the Platform is provided "as is" and "as available". To the maximum extent permitted by law, Vociply disclaims all other warranties, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Vociply does not warrant that the Platform will be uninterrupted, error-free, or free of harmful components.

9. Service Levels and Support

9.1 Uptime Commitment

Vociply commits to a monthly uptime target of 99.9% for the Platform, measured as the percentage of time the core Platform services are available for use during each calendar month, excluding Excused Downtime.

9.2 Excused Downtime

The uptime commitment does not apply to downtime resulting from:

• Scheduled maintenance, provided Vociply gives at least 48 hours advance notice;
• Force majeure events as described in Section 16.5;
• Issues caused by the Business Customer's systems, configurations, or third-party integrations;
• Misuse of the Platform in breach of this Agreement;
• DNS, network, or internet connectivity issues outside Vociply's reasonable control.

9.3 Service Credits

If the Platform fails to meet the 99.9% uptime target in any calendar month, you may request service credits as follows: 99.0% – 99.9%: 10% of monthly Fees credited; 95.0% – 99.0%: 25% of monthly Fees credited; below 95.0%: 50% of monthly Fees credited. Service credits are your sole and exclusive remedy for downtime. Credits must be requested within thirty (30) days of the affected month and will be applied to future invoices.

9.4 Support

Support availability and response times vary by subscription plan. Details of applicable support tiers, including response times and channels, are set out on the Vociply pricing page and in the Documentation. Enterprise customers may negotiate custom support terms.

10. Security

10.1 Platform Security

Vociply maintains administrative, technical, and physical security measures designed to protect the confidentiality, integrity, and availability of the Platform and Customer Content. Vociply's infrastructure is certified to SOC 2 Type I & II, SOC 3, ISO 27001:2013, ISO 27701:2019, PCI DSS, and is HIPAA-eligible. Vociply complies with GDPR, CCPA, and participates in the EU-U.S. Data Privacy Framework.

10.2 Business Customer Security Obligations

You are responsible for maintaining the security of your account credentials, API keys, and any systems integrated with the Platform. You shall promptly notify Vociply at admin@vociply.com if you become aware of any unauthorised access to your account or any security vulnerability affecting the Platform.

10.3 Breach Notification

In the event that Vociply becomes aware of a personal data breach affecting Customer Content, Vociply shall notify the affected Business Customer without undue delay and in any event within seventy-two (72) hours, in accordance with Article 33 of the GDPR. The notification shall include, to the extent available, the nature of the breach, categories and approximate number of records affected, likely consequences, and measures taken or proposed to mitigate the breach.

11. Limitation of Liability

11.1 Exclusion of Indirect Damages

To the maximum extent permitted by applicable law, neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, business opportunities, or goodwill, whether arising under contract, tort (including negligence), strict liability, or otherwise, even if advised of the possibility of such damages.

11.2 Liability Cap

Subject to Section 11.3, Vociply's total aggregate liability arising out of or in connection with this Agreement shall not exceed the total Fees paid by you to Vociply in the twelve (12) months immediately preceding the event giving rise to the claim.

11.3 Carve-Outs

Nothing in this Agreement limits or excludes either party's liability for:

• Death or personal injury caused by negligence;
• Fraud or fraudulent misrepresentation;
• Wilful misconduct or deliberate default;
• Breach of obligations under applicable data protection legislation;
• Any other liability which cannot be limited or excluded by applicable law.

12. Indemnification

12.1 Business Customer Indemnity

You agree to indemnify, defend, and hold harmless Vociply, its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) your deployment or use of Voice Agents; (b) your failure to obtain required End-User consents; (c) your violation of any applicable law; (d) your breach of this Agreement; or (e) any claim by an End-User or third party arising from your use of the Platform.

12.2 Vociply Indemnity

Vociply agrees to indemnify, defend, and hold harmless the Business Customer from and against any third-party claim that the Platform itself infringes any valid patent, copyright, or trademark in the United Kingdom, provided that you (a) promptly notify Vociply of the claim, (b) give Vociply sole control of the defence and any settlement, and (c) provide reasonable cooperation. If the Platform becomes the subject of an infringement claim, Vociply may, at its option, (i) procure the right for you to continue using the Platform, (ii) modify the Platform to make it non-infringing, or (iii) terminate this Agreement and refund any prepaid Fees for the unused portion of the Subscription Term.

13. Term and Termination

13.1 Subscription Term

This Agreement commences on the date you first access or use the Platform and continues for the initial Subscription Term specified in your order or selected plan. Unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term, the Subscription Term shall automatically renew for successive periods of the same length.

13.2 Termination for Convenience

Either party may terminate this Agreement for convenience by providing at least thirty (30) days written notice to the other party. Termination for convenience by the Business Customer does not entitle the Business Customer to a refund of any prepaid Fees for the remainder of the then-current Subscription Term.

13.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party: (a) commits a material breach of this Agreement and fails to cure such breach within thirty (30) days of receiving written notice thereof; (b) becomes insolvent, enters administration, liquidation, or any analogous process; or (c) ceases to carry on business. Vociply may also terminate immediately if you violate Section 4 (Acceptable Use Policy).

13.4 Effect of Termination

Upon termination or expiration of this Agreement: (a) your licence to access and use the Platform immediately ceases; (b) Vociply will make your Customer Content available for export for a period of thirty (30) days following the effective date of termination, after which Vociply may delete all Customer Content from its systems; (c) each party shall return or destroy the other party's Confidential Information, except to the extent retention is required by law.

13.5 Survival

Sections 1, 5, 6 (for outstanding amounts), 7, 8.3, 11, 12, 14, 15, and 16 shall survive termination or expiration of this Agreement.

14. Data Protection

14.1 Privacy Policy

Vociply's collection, use, and processing of personal data is governed by our Privacy Policy. In the event of conflict between this Agreement and the Privacy Policy on matters of data protection, the Privacy Policy shall prevail.

14.2 Data Processing Agreement

Where Vociply processes personal data on behalf of a Business Customer, Vociply acts as a data processor within the meaning of Article 28 of the GDPR (or equivalent local legislation). Business Customers who require a DPA may request one by contacting admin@vociply.com.

14.3 Sub-Processors

Vociply may engage sub-processors to assist in the provision of the Platform. A current list of sub-processors is maintained in our Privacy Policy. Vociply shall notify Business Customers of any material changes to its sub-processor list at least fourteen (14) days in advance. If you object to a new sub-processor on reasonable data protection grounds, you may terminate the affected service by providing written notice within fourteen (14) days of the notification.

14.4 Data Subject Rights

Vociply shall provide reasonable assistance to Business Customers in responding to data subject access requests, erasure requests, and other rights exercised by End-Users under applicable data protection law, to the extent such requests relate to data processed by Vociply on behalf of the Business Customer.

14.5 International Transfers

Where Customer Content or Call Data is transferred outside the European Economic Area or the United Kingdom, Vociply ensures that appropriate safeguards are in place, including Standard Contractual Clauses (SCCs) approved by the European Commission, or other mechanisms permitted under applicable data protection law.

15. Governing Law and Dispute Resolution

15.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which the Business Customer is domiciled, unless otherwise agreed in writing. For Business Customers domiciled in Kenya, the laws of Kenya shall apply. For Business Customers domiciled in Nigeria, the laws of the Federal Republic of Nigeria shall apply. For Business Customers domiciled in the United States, applicable federal and state law shall apply. For all other Business Customers, the laws of Kenya shall apply as the default governing law.

15.2 Dispute Resolution

In the event of any dispute arising out of or in connection with this Agreement, the parties agree to first attempt resolution through good-faith negotiation between senior representatives of each party for a period of not less than thirty (30) days. If the dispute is not resolved through negotiation, either party may refer the dispute to mediation administered by a recognised mediation body in the applicable jurisdiction. If mediation does not resolve the dispute within sixty (60) days, either party may commence legal proceedings.

15.3 Jurisdiction

Subject to Section 15.1, the competent courts in the jurisdiction whose law governs this Agreement shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement.

16. General Provisions

16.1 Entire Agreement

This Agreement, together with the Privacy Policy, any DPA, and any order forms or addenda executed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations, and understandings, whether oral or written.

16.2 Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.

16.3 No Waiver

No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right. A waiver of any right or remedy shall not be effective unless given in writing and shall not constitute a waiver of any subsequent breach or default.

16.4 Assignment

You may not assign, transfer, or delegate this Agreement or any of your rights or obligations hereunder without the prior written consent of Vociply. Vociply may assign or transfer this Agreement in connection with a merger, acquisition, reorganisation, or sale of all or substantially all of its assets, provided that it gives you prior written notice.

16.5 Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to natural disasters, pandemics, war, terrorism, civil unrest, government action, power failures, internet failures, or failure of telecommunications networks.

16.6 Amendments

Vociply may amend this Agreement from time to time. For material changes, Vociply will provide at least thirty (30) days advance notice via email or a prominent notice on the Platform. Your continued use of the Platform after the effective date of any amendment constitutes your acceptance of the revised terms. If you do not agree to the amended terms, you must stop using the Platform and terminate your account before the amendment takes effect.

16.7 Electronic Signatures and Notices

Electronic signatures and acceptance (including click-through or checkbox acceptance) shall be deemed valid and binding. All notices under this Agreement may be given by email to the email addresses associated with your Vociply account (for notices to you) or to admin@vociply.com (for notices to Vociply). Notices shall be deemed received when delivered electronically, provided no bounce-back or error notification is received.

16.8 Third-Party Rights

A person who is not a party to this Agreement has no right to enforce any term of this Agreement, except to the extent expressly provided herein or required by applicable law.

17. Contact Information

For questions, notices, or requests relating to this Agreement, please contact: