Client terms

The services are provided by CONVERTVIBE LTD ("ConvertVibe", "we", "us", "our"), a company registered in England and Wales with company number 14487718 and registered office at Izabella House, 24-26 Regent Place, Birmingham B1 3NJ. You can contact us at info@convertvibe.co.uk. Our website is convertvibe.co.uk. We are registered for VAT and our VAT number is shown on our invoices.

In these terms:

• Agreement means these Client Terms, the Service Agreement (including its Data Processing Schedule), the Fair Use Policy, and the package and price details shown to you at checkout.
• Allowance means the number of calls, conversations or other usage included in your Package each Billing Period, as shown on our website, at checkout and in the Portal.
• Billing Period means each monthly period starting on your Billing Date.
• Billing Date means the day of the month on which your subscription started, or any other date we agree with you.
• Caller means any person who contacts you through a channel Lily handles, including by phone or website chat. WhatsApp is coming soon.
• Client, you or your means the business that signs up for the Services.
• Client Data means all information, content and data that you or your Callers provide through the Services, including enquiry details, call recordings and transcripts, chat and message transcripts, and your business information.
• Client Personal Data means any personal data within the Client Data.
• Data Protection Law means the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003 and any other data protection law that applies in the UK.
• Fair Use Policy means our fair use policy published on our website, as updated from time to time.
• Fees means the subscription fees, any overage charges and any other charges payable under the Agreement.
• Initial Month means your first Billing Period, starting on the date your subscription begins.
• Lily means our AI front desk assistant, which answers phone calls and website chats on your behalf. WhatsApp is coming soon.
• Minimum Term means the 12-month period described in the Service Agreement, together with any Renewal Term.
• Package means the subscription package you choose, including its Allowance and features.
• Portal means the online client dashboard we provide for you to set up and manage the Services.
• Renewal Term means each further 12-month period for which the Agreement renews automatically under the Service Agreement.
• Service Agreement means our Service Agreement, which sets out the commercial details of your subscription and includes the Data Processing Schedule.
• Services means Lily, the Portal, notifications and the other services we provide to you under the Agreement, as described in clause 4.

Headings are for convenience only. "Including" means "including without limitation". A reference to "writing" or "written" includes email.

3.1 You accept the Agreement by ticking the box at checkout confirming that you have read and agree to these Client Terms, the Service Agreement and the Fair Use Policy, and then completing your order. The checkout shows the version label and date of each document you are accepting.

3.2 The contract between you and us starts when we confirm your subscription and your first payment has been taken successfully.

3.3 We keep a record of your acceptance, including the date and time, the account used, and the version of each document accepted. You can ask us for a copy of the versions you accepted at any time.

3.4 The Services are for businesses only. By accepting, you confirm that you are acting for the purposes of your trade, business or profession, not as a consumer, and that the person ticking the box has authority to bind your business.

4.1 Lily is an AI front desk for trade and service businesses. Depending on your Package and set-up, Lily can:

• answer phone calls that you divert or forward to the number we provide, including missed, busy or out-of-hours calls;
• respond to enquiries through a chat widget on your website. WhatsApp is coming soon;
• talk to Callers using the business information, services, areas covered and rules you give us;
• capture enquiry details such as the Caller's name, phone number, postcode, address and what they need;
• send you a summary of each enquiry by email or other notification; and
• store enquiries, recordings and transcripts in the Portal so you can review them.

4.2 Lily answers every call that is diverted to the number we provide and reaches our system, subject to clause 8 (AI limitations) and clause 9 (availability).

4.3 The features included in each Package are described on our website and at checkout. We may improve, update or change the Services from time to time. We will not make a change that materially reduces the core features of your Package during your Minimum Term unless we have to for legal, security or supplier reasons, and if we do, clause 22 applies.

4.4 Lily does not make bookings, take payments, give quotes or make promises on your behalf unless your Package includes that feature and you have set it up to do so.

5.1 You must give us accurate, complete and up-to-date information when you sign up and when you set up Lily, and keep it up to date in the Portal.

5.2 You are responsible for setting up call diversion or forwarding with your own phone provider, for adding our chat widget to your website, and, once WhatsApp (coming soon) is available, for connecting any WhatsApp Business account. Your phone provider may charge you for diverted calls; those charges are your responsibility.

5.3 You must keep your Portal login details secure and make sure only authorised people in your business use your account. You are responsible for everything done through your account. Tell us straight away if you think your account has been accessed without permission.

You must:

• (a) give us accurate business information, including your services, opening hours, areas covered, prices you want quoted (if any) and how you want enquiries handled;
• (b) keep your emergency and urgent-call rules up to date, including who Lily should tell Callers to contact in an emergency and any out-of-hours arrangements;
• (c) check the enquiry summaries, transcripts and notifications we send you, and contact Callers yourself where needed. AI summaries can contain mistakes, and you should not rely on them without checking anything important;
• (d) use the Services lawfully, in line with the Fair Use Policy, and not for anything misleading, abusive, harmful or illegal;
• (e) not set Lily up to pretend to be a human, to give regulated advice, or to say anything false or misleading about your business;
• (f) tell your Callers about call recording and AI handling where the law requires it, as explained in clause 7;
• (g) have a privacy notice that tells your Callers and customers how their personal data is used, including that you use an AI front desk provided by a third party;
• (h) have a lawful basis for any personal data you ask Lily to collect, and not ask Lily to collect special category data (such as health information) unless you have assessed that it is necessary and lawful;
• (i) comply with the terms of any third-party service you connect to the Services, such as WhatsApp's business policies (WhatsApp is coming soon); and
• (j) pay the Fees on time.

7.1 Lily plays a recording notice at the start of each call, telling Callers that the call may be recorded and is handled by an AI assistant. This notice is switched on by default. You can change the wording in the Portal.

7.2 You are responsible, as the business the Caller is contacting, for making sure Callers are given the information the law requires about recording and how their data is used. If you change or switch off the recording notice, you must make sure Callers are told in another lawful way, and you take responsibility for doing so.

7.3 You must not use call recordings for any purpose that is unlawful or that Callers have not been told about.

8.1 Lily uses artificial intelligence, speech recognition and third-party telecoms. While we work hard to make it accurate and reliable, you accept that:

• Lily may sometimes mishear, misunderstand or miss information, especially on poor lines, with strong background noise or with unusual names or addresses;
• summaries and transcripts may contain errors or leave things out;
• Lily may occasionally give an answer that is incomplete or not what you would have said; and
• calls, chats or messages may sometimes fail to connect or be dropped because of network, telecoms or supplier problems outside our control.

8.2 Lily is not an emergency service. It must not be used as a replacement for 999, 112 or any other emergency service, or as the only way for anyone to reach you about something urgent, dangerous or safety-critical (such as a gas leak, flooding or an electrical hazard). You must make sure your emergency rules tell Lily to direct Callers to the emergency services or your own emergency contact where appropriate.

8.3 Although Lily is designed to answer every diverted call that reaches our system, we cannot guarantee that every call, chat or message will be answered, captured or delivered to you. You must keep a working backup phone number or other way for customers to reach you, and keep your own phone line in service.

8.4 You remain responsible for your dealings with your customers, including any decisions you make based on information captured by Lily.

9.1 We will use reasonable efforts to keep the Services available and working properly. We do not offer a fixed service level or uptime guarantee.

9.2 We may need to carry out planned maintenance. We will try to do this at quieter times and give you notice where practical. We may carry out urgent maintenance or security work without notice.

9.3 Support is provided by email at info@convertvibe.co.uk, Monday to Friday, 9am to 5pm, excluding bank holidays in England. We will reply within one working day. More detail is in the Service Agreement.

10.1 You must pay the Fees for your Package at the prices shown on our website or at checkout when you sign up, together with any overage charges for usage above your Allowance. Prices are stated plus VAT where applicable.

10.2 Fees are billed monthly in advance through our payment provider, Stripe, by card or Direct Debit. Overage charges are billed in arrears with your next invoice.

10.3 The details of the Initial Month, the Minimum Term, renewal, cancellation, early termination, discounts, failed payments and price changes are set out in the Service Agreement.

10.4 Except where the Agreement says otherwise, Fees are non-refundable.

10.5 If any amount is overdue, we may charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998.

11.1 Each Package includes a monthly Allowance. If you use more than your Allowance, the Services continue and extra use is charged at our published overage rate, plus VAT. Lily keeps answering and capturing enquiries. We alert you at 80% and at 100% of the Allowance. The detail is in the Service Agreement.

11.2 You must use the Services in line with our Fair Use Policy, which forms part of the Agreement.

12.1 We use trusted third-party suppliers to provide the Services, including for hosting, databases, telephony, messaging, AI processing, payments, email and customer relationship management. The suppliers that process Client Personal Data are listed in the Data Processing Schedule.

12.2 We choose our suppliers carefully and remain responsible for them as set out in the Data Processing Schedule. However, we are not responsible for failures of telecoms networks, the internet, your phone provider, your website host, WhatsApp (coming soon) or other services that are not under our control.

12.3 Where you connect a third-party service of your own (such as a WhatsApp Business account (coming soon) or your own CRM), your use of it is governed by that third party's terms.

13.1 We (or our licensors) own all intellectual property rights in the Services, including Lily, the Portal, our software, scripts, prompts, designs and documentation, and any improvements to them. Nothing in the Agreement transfers those rights to you.

13.2 We grant you a non-exclusive, non-transferable licence, for as long as the Agreement lasts, to use the Services for your own internal business purposes in line with the Agreement.

13.3 You must not copy, modify, resell, sublicense, reverse engineer or try to extract the source code or prompts of the Services, or use them to build a competing product, except where the law allows this and cannot be excluded.

13.4 If you give us feedback or suggestions, we may use them freely without any obligation to you.

14.1 You own the Client Data. You grant us a non-exclusive licence to use, store, copy and process the Client Data only as needed to provide, support and secure the Services and as otherwise set out in the Agreement.

14.2 We may create anonymised and aggregated statistics about use of the Services (which do not identify you, your Callers or any individual) and use them to run and improve the Services.

14.3 We will not use Client Personal Data to train general-purpose AI models.

14.4 You are responsible for the accuracy, quality and lawfulness of the Client Data you provide.

15.1 Each of us may receive confidential information from the other, such as business plans, pricing, customer details, technical information and Client Data. Each of us will keep the other's confidential information secret, use it only to perform the Agreement, and only share it with employees, contractors, suppliers and advisers who need to know it and are bound by similar confidentiality duties.

15.2 This does not apply to information that is or becomes public (other than through a breach of this clause), that the receiving party already had or independently develops, or that it lawfully receives from someone else without a confidentiality duty. Either of us may disclose confidential information where required by law, a court or a regulator, giving the other notice where lawful and practical.

15.3 This clause continues for three years after the Agreement ends, and indefinitely for trade secrets and Client Personal Data.

16.1 For Client Personal Data processed through the Services (such as details of your Callers), you are the controller and we are your processor. We will process Client Personal Data only on your documented instructions and in line with the Data Processing Schedule in the Service Agreement, which contains the terms required by Article 28 of the UK GDPR.

16.2 You must comply with Data Protection Law as controller, including by giving Callers the information they need, having a lawful basis for the processing and responding to their requests.

16.3 For personal data about you and your staff that we use to manage your account, billing and our relationship with you, we act as an independent controller and handle it as described in our Privacy Policy.

17.1 Nothing in the Agreement limits or excludes either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded by law.

17.2 Subject to clause 17.1, we will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any:

• (a) indirect or consequential loss;
• (b) loss of profits, revenue, sales or anticipated savings;
• (c) loss of business, contracts, opportunity or goodwill, including lost business or jobs arising from calls, chats or messages that were missed, not answered, misheard, misunderstood, not captured or not passed on to you; or
• (d) loss or corruption of data, except to the extent caused by our breach of the Data Processing Schedule, and then limited to the cost of restoring the data from our most recent backup.

17.3 Subject to clause 17.1, our total liability to you for all claims arising out of or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the total Fees you have paid to us under the Agreement in the 12 months immediately before the date on which the claim arose.

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

17.5 These limits are a fair reflection of the price of the Services and of the fact that you are best placed to know the value of your business and to insure against business interruption. This clause does not limit your obligation to pay the Fees.

18.1 You will indemnify us against third-party claims, regulatory fines and reasonable costs to the extent they arise from: (a) your use of the Services in breach of the law or the Agreement; (b) your failure to give Callers any notice required by law, including after changing or switching off the recording notice; or (c) Client Data or instructions you provide.

18.2 We will indemnify you against third-party claims that your use of the Services in line with the Agreement infringes that third party's UK intellectual property rights. This does not apply to claims caused by Client Data, your instructions, or any change to or combination of the Services not made by us. Our liability under this clause is subject to the cap in clause 17.3.

18.3 A party seeking an indemnity must tell the other promptly about the claim, take reasonable steps to limit its losses, let the other party control the defence and settlement (acting reasonably), and give reasonable help at the other party's cost. Neither party will be liable under an indemnity to the extent the loss was caused by the other party.

19.1 We may suspend all or part of the Services, acting reasonably:

• (a) if Fees are unpaid, as set out in the Service Agreement;
• (b) if we reasonably believe your account is being used unlawfully, abusively or in serious breach of the Agreement or the Fair Use Policy;
• (c) to deal with a security threat or to protect the Services, our suppliers or other clients; or
• (d) if required by law, a regulator or one of our key suppliers.

19.2 We will give you notice and a chance to put things right before suspending where it is reasonable and lawful to do so, and we will restore the Services as soon as the reason for suspension has been resolved.

19.3 While the Services are suspended, Lily will not handle calls, chats or messages. You should restore your normal call handling or divert calls elsewhere. Fees continue to be payable during a suspension caused by your breach or non-payment.

20.1 The Agreement starts as described in clause 3.2 and continues through the Initial Month, the Minimum Term and any Renewal Terms until it is ended in line with the Service Agreement or this clause 20.

20.2 Either of us may end the Agreement immediately by written notice if the other:

• (a) commits a material breach that cannot be put right, or that is not put right within 14 days of being asked in writing to do so; or
• (b) becomes insolvent, enters administration, liquidation or any arrangement with its creditors, or stops trading.

20.3 We may also end the Agreement if Fees remain unpaid as set out in the Service Agreement.

20.4 We may end the Agreement by giving you at least 30 days' written notice if we decide to stop offering the Services, or a key supplier withdraws a service we cannot reasonably replace. If we do this, we will refund any Fees you have paid in advance for the period after the Agreement ends, and no early termination charge will apply.

21.1 When the Agreement ends:

• (a) your licence to use the Services ends and Lily will stop handling your calls, chats and messages. You must remove any call diversion to our number and remove our chat widget from your website. Any phone number we provided remains ours (or our supplier's) and is not transferred to you unless we agree in writing;
• (b) you must pay all Fees due up to the end date, any overage charges, and any early termination charge that applies under the Service Agreement;
• (c) you can export your enquiry records from the Portal for 30 days after the end date. After that, we will delete Client Data as set out in the Data Processing Schedule; and
• (d) each party will return or destroy the other's confidential information, except where it needs to keep it by law.

21.2 Ending the Agreement does not affect any rights or liabilities that have built up by the end date. Clauses that by their nature should continue after the end, including clauses 13 to 18, 21 and 25 to 27, will continue.

22.1 We may update the Agreement from time to time, for example to reflect changes to the Services, our suppliers, the law or our business. We will give you at least 30 days' notice of any change by email to your account email address and in the Portal. Each new version will have a new version label and date.

22.2 If a change is materially to your disadvantage, you may end the Agreement by giving us written notice before the change takes effect, and no early termination charge will apply. If you do not do so, the change will apply from the date stated in our notice.

22.3 We may make changes needed for legal, regulatory or security reasons on shorter notice where this is necessary, and changes that are not to your disadvantage (such as corrections or new features) at any time.

22.4 Price changes are dealt with in the Service Agreement.

23.1 You may not assign or transfer the Agreement without our written consent, which we will not unreasonably withhold.

23.2 We may assign or transfer the Agreement to a company in our group or to a buyer of all or part of our business, provided this does not reduce your rights. We will tell you if we do.

23.3 We may use subcontractors and suppliers to provide the Services, but we remain responsible for our obligations under the Agreement. For sub-processors of personal data, the Data Processing Schedule applies.

24.1 Neither of us will be liable for any delay or failure to perform our obligations (other than payment obligations) caused by events beyond our reasonable control, such as failures of telecoms networks or the internet, failures of key third-party suppliers, power cuts, cyber attacks we could not reasonably have prevented, fire, flood, pandemic, war, terrorism, strikes (other than by our own staff) or government action.

24.2 The affected party must tell the other as soon as practical and take reasonable steps to limit the effect. If the event prevents the Services being provided for more than 30 days in a row, either of us may end the Agreement by written notice, without any early termination charge.

25.1 We will send notices to the email address on your account, and you must keep it up to date. You should send notices to us at info@convertvibe.co.uk.

25.2 An email notice is treated as received when sent, or, if sent outside UK business hours, at 9am on the next business day. Notices of legal proceedings must be delivered by hand or by recorded post to the other party's registered office (or main place of business, if it has no registered office).

26.1 Entire agreement. The Agreement is the whole agreement between us about the Services and replaces any earlier discussions, proposals or understandings. Neither of us has relied on any statement that is not set out in the Agreement. Nothing in this clause limits liability for fraud.

26.2 Order of precedence. If there is any conflict between the documents that make up the Agreement, they take priority in this order: (1) the Data Processing Schedule (for data protection matters); (2) the Service Agreement; (3) these Client Terms; (4) the Fair Use Policy.

26.3 Severance. If any part of the Agreement is found to be invalid or unenforceable, the rest stays in force, and the affected part will apply with the minimum change needed to make it valid.

26.4 Waiver. If either of us delays or does not enforce a right, that does not mean we have given it up.

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

26.6 Relationship. Nothing in the Agreement creates a partnership, joint venture or employment relationship, or makes either of us the agent of the other, except that Lily answers enquiries on your behalf as you instruct.

The Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it, is governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.

CONVERTVIBE LTD · Company number 14487718 · Izabella House, 24-26 Regent Place, Birmingham B1 3NJ · info@convertvibe.co.uk · convertvibe.co.uk