Service agreement

Initial Month

Your first monthly Billing Period. Paid upfront. No obligation to continue.

Cancelling in the Initial Month

No refund. The Services stop at the end of the Initial Month.

Minimum Term

12 months, starting when the Initial Month ends, if you do not cancel during the Initial Month.

Renewal

Renews automatically for a further 12 months at the end of each Minimum Term or Renewal Term, unless you cancel.

Notice to cancel

At least 30 days' written notice before the end of the current 12-month term.

Ending early

The Fees for the rest of the current 12-month term become payable.

Billing

Monthly in advance by card or Direct Debit through Stripe. Overage billed with your next invoice.

Founding price

For signups until 28 February 2027, locked for 12 months from the start of the subscription, then the list price.

Allowance

Monthly Allowance as shown for your Package. Alert at 80% and at 100% of the Allowance. Extra enquiries above the Allowance are charged at the published overage rate. Lily keeps answering and capturing enquiries.

Failed payments

Automatic retries and a 7-day grace period, then the Services are paused, then the Agreement may be ended if still unpaid 14 days later.

Support

By email at info@convertvibe.co.uk during UK business hours. No fixed service level.

Prices

As shown on our website or at checkout when you sign up, plus VAT where applicable. Changes with 30 days' notice.

If anything in this summary table differs from the detailed clauses below, the detailed clauses apply.

2.1 Your subscription starts with the Initial Month. You pay the Fee for the Initial Month upfront when you sign up.

2.2 The Initial Month is no-obligation. You can cancel at any time during the Initial Month, either in the Portal or by emailing info@convertvibe.co.uk, as long as you do so before the Initial Month ends.

2.3 If you cancel during the Initial Month, the Services will continue until the end of the Initial Month and then stop. The Fee for the Initial Month is not refundable, and no further Fees will be charged (other than any overage charges for usage during the Initial Month).

3.1 If you do not cancel before the end of the Initial Month, the Agreement continues for a Minimum Term of 12 months, starting on the day after the Initial Month ends.

3.2 During the Minimum Term you agree to pay the monthly Fee for your Package for each month of the term.

4.1 At the end of the Minimum Term, the Agreement renews automatically for a further 12-month Renewal Term, and then again at the end of each Renewal Term, unless you cancel in line with clause 4.2.

4.2 To stop the Agreement renewing, you must give us at least one month's (30 days') written notice before the end of the current Minimum Term or Renewal Term. You can give notice in the Portal (where available) or by emailing info@convertvibe.co.uk. We will confirm receipt in writing.

4.3 If you give notice in time, the Agreement will end at the end of the current 12-month term. If you do not give notice in time, the Agreement renews for a further 12 months and the same rule applies to that term.

4.4 We will try to remind you by email before each renewal date, but the renewal still applies if you do not receive or read a reminder.

5.1 You may end the Agreement before the end of the current Minimum Term or Renewal Term by giving us written notice. When you sign up you commit to paying the monthly Fees for the whole of each 12-month term, so if you end early, the monthly Fees that would have been payable for the rest of that term become due (an "early termination charge").

5.2 The early termination charge is calculated at the monthly Fee applying when you give notice, for each remaining month of the current term, less any Fees you have already paid for those months. We will invoice it after the end date and it is payable within 14 days. Any overage charges already incurred are also payable.

5.3 The early termination charge also applies if we end the Agreement because of your material breach or non-payment during a Minimum Term or Renewal Term.

5.4 No early termination charge applies if you end the Agreement:

• (a) because of our material breach that we have not put right in line with the Client Terms;
• (b) because we have notified a change to the Agreement that is materially to your disadvantage, or a price increase, and you end the Agreement before that change takes effect (see clause 8 and the Client Terms);
• (c) because of a prolonged event outside our control, as set out in the Client Terms; or
• (d) because we have chosen to stop providing the Services.

6.1 The Fees for your Package are those shown on our website or at checkout when you sign up. All prices are stated plus VAT where applicable, which will be added at the current rate.

6.2 Founding prices shown at checkout apply to signups until 28 February 2027. The founding price is locked for 12 months from the start of the subscription. After those 12 months, the list price for your Package applies.

6.3 Any other discount or promotion applies only on the terms stated when it is offered.

7.1 We bill monthly in advance on your Billing Date through our payment provider, Stripe, by card or Direct Debit. By signing up, you authorise us (through Stripe) to take each monthly Fee, any overage charges and any other Fees due under the Agreement from your chosen payment method.

7.2 If you pay by Direct Debit, the Direct Debit Guarantee applies to your payments.

7.3 Invoices or receipts are available in the Portal or sent by email. You must keep your payment details up to date.

7.4 Overage charges for a Billing Period are added to your next invoice.

8.1 We may change our prices by giving you at least 30 days' notice by email. The new price will apply from your first Billing Date after the notice period ends.

8.2 If we increase the price of your Package during a Minimum Term or Renewal Term, you may end the Agreement by giving us written notice before the increase takes effect, and no early termination charge will apply.

8.3 Changes to our published overage rate are made in the same way.

9.1 If a payment fails, Stripe will automatically retry it and we will let you know by email so you can update your payment details.

9.2 You have a grace period of 7 days from the date the payment was due. The Services continue as normal during the grace period.

9.3 If the payment is still outstanding at the end of the grace period, we may pause the Services. While paused, Lily will not handle your calls, chats or messages, and you should restore your normal call handling. We will restore the Services promptly once the overdue amount has been paid.

9.4 If the overdue amount is still unpaid 14 days after the Services were paused, we may end the Agreement by giving you written notice. Clause 5.3 (early termination charge) and the Client Terms on what happens when the Agreement ends will then apply.

9.5 We may charge interest and compensation on overdue amounts under the Late Payment of Commercial Debts (Interest) Act 1998.

10.1 Each Package includes a monthly Allowance and the features shown on our website, at checkout and in the Portal. Your Allowance resets on each Billing Date. Unused Allowance does not carry over to the next Billing Period.

10.2 80% alert. When you have used 80% of your Allowance in a Billing Period, we will alert you by email and in the Portal, and give you the option to upgrade your Package.

10.3 Pay-as-you-go above your Allowance. If you use more than 100% of your Allowance, Lily will keep handling your calls and conversations. Each extra call or conversation above your Allowance is charged at our published overage rate shown on our website and in the Portal, until your Allowance renews on your next Billing Date. Overage is billed with your next invoice.

10.4 Extra enquiries. If you go over your Monthly Allowance, Lily keeps answering and capturing enquiries. Extra enquiries are charged at the published overage rate for your Package, plus VAT. We alert you by email and in the Portal at 80% and at 100% of the Allowance.

10.5 Upgrades. You can upgrade your Package at any time in the Portal or by contacting us. Upgrades take effect straight away, and any price difference for the rest of the current Billing Period will be charged as shown at the time of the upgrade. Your Minimum Term or Renewal Term does not restart because you upgrade.

10.6 Downgrades. You can move to a smaller Package from the start of your next Renewal Term. A downgrade during a Minimum Term or Renewal Term needs our written agreement.

10.7 How usage is counted, and what is not allowed, is described in our Fair Use Policy.

11.1 Once you have signed up, we will give you access to the Portal and the number to divert your calls to, together with set-up guidance.

11.2 You are responsible for setting up call diversion with your phone provider, adding the chat widget to your website, and, when WhatsApp (coming soon) is available, connecting your WhatsApp Business account, and entering your business information and emergency rules in the Portal. We are happy to help by email.

11.3 Lily can only work properly once diversion is set up and your business information is complete. Fees are payable from the start of your subscription, whether or not you have finished setting up.

12.1 Support is available by email at info@convertvibe.co.uk, Monday to Friday, 9am to 5pm, excluding bank holidays in England.

12.2 We will reply within one working day, and we will prioritise problems that stop Lily handling your calls. We do not offer an uptime guarantee.

12.3 We will use reasonable efforts to keep the Services available. We may carry out planned maintenance, and will try to give you notice and schedule it at quieter times where practical. Urgent maintenance or security work may be carried out without notice.

Fees are not refundable, except:

• where we end the Agreement because we have chosen to stop providing the Services, or a key supplier withdraws a service, in which case we refund Fees paid for the period after the end date;
• where we have charged you in error; or
• where the law requires a refund.

This Data Processing Schedule forms part of the Agreement. It sets out the terms on which ConvertVibe processes personal data on your behalf, including the terms required by Article 28(3) of the UK GDPR. Words not defined here have the meanings given in the Client Terms or in Data Protection Law.

A1.1 For Client Personal Data processed through the Services, you are the controller and ConvertVibe is your processor.

A1.2 For personal data about you, your staff and your account (such as contact, login and billing details), ConvertVibe is an independent controller and handles it as described in our Privacy Policy. This Schedule does not apply to that data.

Subject matter

Providing the Services: answering calls and website chats on your behalf (WhatsApp is coming soon), capturing enquiries and notifying you.

Duration

For as long as the Agreement continues, and afterwards until the Client Personal Data is deleted or returned in line with paragraph A12.

Nature of processing

Receiving, recording, transcribing, analysing (including with AI), summarising, storing, transmitting, displaying and deleting data.

Purpose

To answer and handle enquiries for you, capture enquiry details, send you summaries and notifications, provide the Portal, and support and secure the Services.

Categories of data subjects

Your Callers, customers and prospective customers; anyone else who contacts you through a channel Lily handles; your staff or contacts named in your set-up (for example, emergency contacts).

Types of personal data

Caller names; phone numbers; postcodes and addresses; email addresses (where given); enquiry details and anything else the Caller chooses to say or type; call recordings; call transcripts; website chat transcripts and, once WhatsApp (coming soon) is available, WhatsApp message transcripts; AI-generated summaries; call and message metadata (such as date, time, duration and number called from).

Special category data

Not intended. Callers may sometimes volunteer it (for example, health information relevant to a job). You must not configure Lily to ask for special category data unless you have assessed that it is necessary and lawful.

Retention

Call recordings and call transcripts are kept for 90 days by default and then deleted automatically. Chat transcripts, WhatsApp (coming soon) transcripts, AI summaries and enquiry records are kept while your account is active unless you delete them sooner in the Portal. You can delete individual records at any time in the Portal. At the end of the Agreement, paragraph A12 applies.

A3.1 We will process Client Personal Data only on your documented instructions, including with regard to international transfers, unless the law requires us to do otherwise. In that case we will tell you before processing, unless the law prohibits this.

A3.2 Your instructions are set out in the Agreement and given through your configuration of the Services in the Portal. Any other instruction must be in writing and consistent with the Agreement. If an additional instruction would involve extra cost, we will tell you first.

A3.3 We will tell you straight away if, in our opinion, an instruction infringes Data Protection Law.

We will make sure that everyone we authorise to process Client Personal Data is bound by a duty of confidentiality, whether by contract or by law, and only accesses it as needed to provide the Services.

A5.1 We will implement appropriate technical and organisational measures to protect Client Personal Data, as required by Article 32 of the UK GDPR, taking into account the nature of the data and the risks involved.

A5.2 These measures include:

• encryption of data in transit (TLS) and encryption at rest provided by our hosting and database suppliers;
• access controls, so that only authorised staff with a business need can access Client Personal Data, using individual accounts and multi-factor authentication where available;
• separation of each client's data in the Portal so that clients can only see their own data;
• secure password handling and authentication for the Portal;
• regular backups and the ability to restore data in a timely way;
• logging and monitoring of systems for security issues;
• keeping software and dependencies up to date and applying security fixes;
• automatic deletion of call recordings and call transcripts after the retention period; and
• choosing suppliers that provide appropriate security and contractual protections.

A5.3 We may update these measures over time, provided the overall level of security is not reduced.

A6.1 You give us general authorisation to use sub-processors to process Client Personal Data. Our current sub-processors are listed in paragraph A7.

A6.2 We will give you at least 30 days' notice of any intended addition or replacement of a sub-processor, by email or in the Portal. If you have reasonable data protection grounds to object, you can tell us within that period. We will discuss your concerns in good faith. If we cannot resolve them, you may end the Agreement by written notice before the change takes effect, without any early termination charge.

A6.3 We will put a written contract in place with each sub-processor that imposes data protection obligations giving at least the same level of protection as this Schedule. We remain responsible to you for the performance of our sub-processors' obligations.

Render

Application hosting, United States

MongoDB Atlas (MongoDB, Inc.)

Database hosting, Cloud region selected for our database; may include the United States

Twilio

Telephony, call recording and SMS. Speech is Deepgram (STT) and Google (TTS) via Twilio. WhatsApp messaging is coming soon. United States

ElevenLabs

Voice, where used, United States

OpenAI

AI provider: language understanding, conversation and summaries, United States

Stripe

Payment processing, United States and Ireland

HubSpot

Customer relationship management, United States and/or European Union

Resend

Sending enquiry emails and notifications, United States

OpenAI processes data through its business API. Under OpenAI's API terms, data sent through the API is not used to train its models by default.

A8.1 Some of our sub-processors process data outside the UK, including in the United States. We will only transfer Client Personal Data outside the UK where the transfer is permitted by Data Protection Law, for example:

• to a country covered by UK adequacy regulations (including, for US organisations certified under it, the UK Extension to the EU-US Data Privacy Framework); or
• under the International Data Transfer Agreement (IDTA) issued by the UK Information Commissioner, or the International Data Transfer Addendum to the EU Standard Contractual Clauses (UK Addendum), together with any additional measures needed.

A8.2 You authorise us to make the transfers needed to use the sub-processors listed in paragraph A7 on that basis.

A9.1 Taking into account the nature of the processing, we will help you, by appropriate technical and organisational measures where possible, to respond to requests from individuals exercising their rights under Data Protection Law (such as access, correction and erasure).

A9.2 You can view, export and delete individual enquiry records, recordings and transcripts yourself in the Portal, including to deal with erasure requests.

A9.3 If we receive a request directly from an individual about Client Personal Data, we will pass it to you without undue delay and will not respond to it ourselves except on your instructions or where the law requires.

Taking into account the nature of the processing and the information available to us, we will give you reasonable help with your obligations under Articles 32 to 36 of the UK GDPR, including security, personal data breach notifications, data protection impact assessments and prior consultation with the Information Commissioner.

A11.1 We will notify you without undue delay after becoming aware of a personal data breach affecting Client Personal Data.

A11.2 Our notice will include, as far as the information is available: what happened; the categories and approximate number of individuals and records affected; the likely consequences; and the steps we have taken or propose to take to deal with the breach and reduce its effects. Where we cannot give all of this information at once, we will provide it in stages as it becomes available.

A11.3 We will take reasonable steps to contain and investigate the breach and will cooperate with you in dealing with it. You are responsible for deciding whether to notify the Information Commissioner or affected individuals.

A12.1 For 30 days after the Agreement ends, you can export your enquiry records from the Portal.

A12.2 After that period, we will delete Client Personal Data from our live systems within a further 60 days, unless the law requires us to keep it. Copies in backups will be deleted as the backups are overwritten in the normal course. Any data kept in backups or for legal reasons will remain protected by this Schedule.

A12.3 If you would like us to return Client Personal Data in a different way, please ask us before the Agreement ends.

A13.1 We will make available to you all information reasonably necessary to demonstrate our compliance with Article 28 of the UK GDPR, and will allow for and contribute to audits, including inspections, carried out by you or an independent auditor you appoint.

A13.2 To keep audits proportionate, we will first provide written information, such as answers to security questionnaires and relevant supplier certifications. If that is not enough to show compliance, you may carry out an audit on at least 30 days' written notice, no more than once in any 12-month period (unless required by a regulator or following a personal data breach), during UK business hours, in a way that does not unreasonably disrupt our business, and subject to appropriate confidentiality undertakings. Each party bears its own costs of an audit.

You are responsible for:

• having a lawful basis for the processing you instruct us to carry out;
• providing Callers with the information required by Data Protection Law, including about call recording and the use of an AI assistant (see the Client Terms on the recording notice);
• the accuracy of the information you give us and the lawfulness of your instructions; and
• responding to individuals' requests and deciding on any breach notifications.

If there is any conflict between this Schedule and any other part of the Agreement about the processing of Client Personal Data, this Schedule takes priority. The liability provisions of the Client Terms apply to this Schedule, except where the law does not allow it.

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