VoxHive Terms of Service

1. About these terms

These terms form a legally binding agreement between you and us. Please read them carefully before using VoxHive.

1.1 VoxHive is a trading name of Veto Swarm Intelligence Ltd, a company registered in England and Wales under company number 17002319, whose registered office is at Apartment 18 Amber Court, Birmingham, B15 2NY ("we", "us", "our").

1.2 These terms, together with our Privacy Policy and our Data Processing Agreement, govern your access to and use of the VoxHive platform and any related services (the "Service").

1.3 By creating an account, accessing the Service, or clicking to accept these terms, you confirm that you accept them and agree to comply with them. If you do not agree, you must not use the Service.

1.4 You confirm that you are acting in the course of a business and not as a consumer. The Service is provided to businesses only, and consumer protection legislation applicable to consumer contracts does not apply.

1.5 You confirm that you have authority to bind the business on whose behalf you are entering into these terms.

2. Definitions

In these terms:

"Agent" means an artificial intelligence assistant configured by you within the Service to handle interactions on your behalf.

"Customer Data" means all data, content and materials you or your End Users upload to, or generate through, the Service, including Knowledge Base content, End User personal data, call recordings, transcripts and message content.

"End User" means any person who interacts with an Agent, including your customers, enquirers and contacts.

"Interaction" means a single voice call, message exchange, email thread or chat conversation handled by an Agent.

"Knowledge Base" means the documents, policies, price lists and other materials you upload for an Agent to answer from.

"Minutes" means voice call minutes consumed through the Service, measured from call connection to call termination and rounded up to the nearest second.

"Order" means your selection of a subscription plan, whether made online, by written agreement, or by any other means we accept.

"Subscription Period" means the monthly or annual period for which you have subscribed.

3. The Service

3.1 VoxHive provides a platform on which you can configure and operate AI Agents to handle inbound communications on your behalf across voice, email, SMS, WhatsApp and web chat channels.

3.2 Agents answer from the Knowledge Base you provide. The accuracy and completeness of Agent responses depend substantially on the accuracy and completeness of the material you upload.

3.3 We provide the Service on an "as is" and "as available" basis. Section 12 sets out important limitations you must read.

3.4 We may modify, improve or discontinue features of the Service from time to time. Where a change materially reduces the functionality you have subscribed to, we will give you at least 30 days' written notice, and you may terminate under clause 14.4.

4. Your account

4.1 You must provide accurate, current and complete information when registering and keep it updated.

4.2 You are responsible for maintaining the confidentiality of your account credentials and for all activity occurring under your account.

4.3 You must notify us immediately at support@voxhive.uk if you become aware of any unauthorised access to or use of your account.

4.4 You are responsible for the acts and omissions of any person you invite to your workspace, including their compliance with these terms.

4.5 We may suspend or terminate access for any individual user who breaches these terms.

5. Your responsibilities

5.1 Lawful basis. You are responsible for ensuring you have a lawful basis under applicable data protection law to process End User personal data through the Service, and for providing any privacy notices required.

5.2 Call recording notice. Where calls are recorded, you are responsible for informing End Users that calls may be recorded and for obtaining any consent required in the jurisdictions in which you operate. We provide the technical means to record; you determine whether and how recording is used.

5.3 AI disclosure. You must ensure that Agents identify themselves as artificial intelligence to End Users. Default Agent configurations include such disclosure. If you remove or alter it, you accept sole responsibility for any resulting regulatory consequence.

5.4 Knowledge Base accuracy. You are responsible for the accuracy, currency and lawfulness of all material you upload. You must review Agent behaviour and correct any Knowledge Base content that produces inaccurate responses.

5.5 Messaging consent. Where you use SMS or WhatsApp channels, you are responsible for obtaining and maintaining records of valid consent from each recipient, and for complying with all applicable messaging regulations including those of Ofcom, the ICO, and the mobile network operators.

5.6 Sender identity. You will provide such information and documentation as we reasonably require to register sender identities with network operators, and you acknowledge that messaging channels cannot operate until such registration is approved.

6. Acceptable use

6.1 You must not use the Service:

• (a)in any way that breaches applicable law or regulation;
• (b)to transmit unsolicited communications in breach of the Privacy and Electronic Communications Regulations 2003 or equivalent legislation;
• (c)to harass, abuse, defraud, deceive or harm any person;
• (d)to impersonate any person or organisation, or to misrepresent your affiliation with any person or organisation;
• (e)to attempt to access, interfere with or compromise any data belonging to another customer, or to circumvent the tenant isolation measures we operate;
• (f)to probe, scan or test the vulnerability of the Service, or to breach or circumvent any security or authentication measure;
• (g)to introduce any malware, virus or other harmful code;
• (h)to reverse engineer, decompile or attempt to derive the source code of the Service, except to the extent such restriction is prohibited by law;
• (i)to build a competing product or service, or to benchmark the Service for the benefit of a competitor;
• (j)to resell, sublicense or make the Service available to any third party except as expressly permitted; or
• (k)for any of the following prohibited content categories: cannabis or controlled substances, gambling, high-risk financial services, payday or short-term high-interest lending, debt collection, cryptocurrency promotion, adult content, firearms, or any content prohibited by the mobile network operators.

6.2 We may suspend access immediately and without notice where we reasonably believe your use presents a security risk, exposes us to liability, or breaches clause 6.1. We will notify you promptly and, where the breach is capable of remedy, give you a reasonable opportunity to remedy it.

7. Customer Data and intellectual property

7.1 Your data remains yours. You retain all right, title and interest in Customer Data. Nothing in these terms transfers ownership of Customer Data to us.

7.2 Licence to us. You grant us a non-exclusive, worldwide, royalty-free licence to host, store, process, transmit, display and otherwise use Customer Data solely to the extent necessary to provide the Service, to comply with law, and to fulfil our obligations under these terms.

7.3 No training on your data. We do not use Customer Data to train, fine-tune or improve any artificial intelligence model, whether our own or a third party's. We contract with our AI subprocessors on terms that prohibit them from doing so.

7.4 Our intellectual property. We retain all right, title and interest in the Service, including all software, designs, documentation and know-how. These terms grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Service during your Subscription Period.

7.5 Feedback. If you provide suggestions or feedback about the Service, we may use them without restriction or obligation to you.

7.6 Aggregated data. We may compile anonymised, aggregated statistical data about use of the Service, provided such data does not identify you, any End User, or any Customer Data. We may use such data to operate, improve and market the Service.

8. Data protection

8.1 In processing personal data through the Service, you act as controller and we act as processor, as those terms are defined in the UK GDPR.

8.2 Our Data Processing Agreement is incorporated into these terms by reference and available at voxhive.uk/dpa. It sets out the mandatory terms required by Article 28 of the UK GDPR.

8.3 Where our Data Processing Agreement conflicts with these terms in relation to the processing of personal data, the Data Processing Agreement prevails.

8.4 Our Privacy Policy at voxhive.uk/privacy explains how we handle personal data for which we are the controller, including data about you as our customer and about visitors to our website.

9. Fees and payment

9.1 Fees are as set out in your Order or as published at voxhive.uk/#pricing. All fees exclude VAT, which will be added at the prevailing rate where applicable.

9.2 Subscription fees are payable in advance: monthly on the monthly plan, annually on the annual plan.

9.3 Each plan includes a monthly allowance of Minutes. Minutes consumed in excess of that allowance are charged in arrears at the overage rate published at the time of consumption. Unused Minutes do not carry forward.

9.4 Text, email and chat Interactions are not metered on any plan, subject to clause 9.5.

9.5 Fair use. Unmetered Interactions are subject to fair use. Where your usage is materially and persistently disproportionate to comparable customers on the same plan, we may contact you to agree a suitable plan. We will not impose additional charges without at least 30 days' written notice.

9.6 Payment is due within 14 days of invoice date unless otherwise agreed.

9.7 We may charge interest on overdue sums at 4% above the Bank of England base rate, accruing daily, under the Late Payment of Commercial Debts (Interest) Act 1998.

9.8 Where payment is more than 30 days overdue, we may suspend the Service on 7 days' written notice.

9.9 Price changes. We may change our fees on 30 days' written notice. Changes take effect at the start of your next Subscription Period. If you do not accept a price change, you may terminate under clause 14.4 before it takes effect.

9.10 Except as expressly stated, fees are non-refundable. Where you terminate an annual plan mid-term under clause 14.4, we will refund fees for complete unused months.

10. Third party services

10.1 The Service depends on third party providers including telephony carriers, AI model providers, speech recognition and synthesis providers, and cloud infrastructure. A list of our subprocessors is maintained in our Data Processing Agreement.

10.2 We are not responsible for the acts, omissions, availability or performance of third party providers, save that we remain responsible for our subprocessors' compliance with data protection obligations as set out in the Data Processing Agreement.

10.3 Where you connect the Service to your own third party systems, you are responsible for that connection and for the systems you connect.

10.4 Mobile network operators may filter, delay or block messages. We do not guarantee delivery of any message and are not liable for non-delivery caused by carrier action.

11. Availability and support

11.1 We will use reasonable endeavours to make the Service available 24 hours a day, 7 days a week, but we do not guarantee uninterrupted availability.

11.2 We may suspend the Service for planned maintenance. We will give at least 48 hours' notice where reasonably practicable and will schedule such maintenance outside UK business hours where possible.

11.3 We may suspend the Service without notice for emergency maintenance or where necessary to protect the security or integrity of the Service.

11.4 Support is provided by email during UK business hours, Monday to Friday, 9am to 5:30pm, excluding public holidays. Response times vary by plan as published.

11.5 No service level agreement applies unless expressly agreed in writing as part of an Enterprise Order.

12. Artificial intelligence: important limitations

This clause is important. Please read it carefully.

12.1 The Service uses artificial intelligence, including large language models supplied by third parties. Such systems are probabilistic. They can and do produce responses that are inaccurate, incomplete, inappropriate or unexpected, including responses that appear confident but are wrong.

12.2 While the Service is designed to answer only from the Knowledge Base you provide, and to decline where information is unavailable, we do not warrant that Agents will always do so.

12.3 Speech recognition may mis-transcribe words, names, numbers or addresses. Agents may mishear, misunderstand, or act on a misunderstanding.

12.4 You must not configure Agents to give, and must not rely on Agents to give, medical, legal, financial or other regulated professional advice.

12.5 You are responsible for reviewing Agent Interactions and for any decision you or an End User makes in reliance on an Agent response. The Service provides transcripts and recordings to enable such review.

12.6 Where an Interaction concerns a matter of significant consequence, you should ensure a human reviews it. The Service provides escalation functionality for this purpose.

12.7 We are not liable for any loss arising from an Agent's response, from a transcription error, or from a decision made in reliance on either, except to the extent such loss is caused by our breach of these terms or our negligence.

13. Warranties and disclaimers

13.1 We warrant that we will provide the Service with reasonable skill and care.

13.2 We warrant that we have the right to grant the licences set out in these terms.

13.3 Except as expressly set out in these terms, and to the fullest extent permitted by law, all warranties, conditions and terms implied by statute or common law are excluded, including any implied warranty of satisfactory quality or fitness for a particular purpose.

13.4 We do not warrant that the Service will be error-free, that defects will be corrected, or that the Service will meet your particular requirements.

13.5 You warrant that Customer Data does not infringe the rights of any third party and that you have all rights necessary to grant the licence in clause 7.2.

14. Term and termination

14.1 These terms begin when you first access the Service and continue until terminated.

14.2 Monthly subscriptions renew automatically each month until cancelled. Annual subscriptions renew automatically each year until cancelled.

14.3 Cancellation by you. You may cancel at any time on 30 days' written notice to support@voxhive.uk or through the Service where such functionality is provided. Cancellation takes effect at the end of the 30 day notice period.

14.4 Termination for change. Where we materially reduce functionality under clause 3.4, or increase fees under clause 9.9, you may terminate on written notice given before the change takes effect, without further liability.

14.5 Termination for breach. Either party may terminate immediately on written notice if the other:

• (a)commits a material breach that is not capable of remedy;
• (b)commits a material breach capable of remedy and fails to remedy it within 14 days of written notice; or
• (c)becomes insolvent, enters administration or liquidation, or ceases to carry on business.

14.6 Effect of termination. On termination:

• (a)your right to access the Service ends immediately;
• (b)you must pay all sums accrued up to the termination date;
• (c)Customer Data will remain available for export for 30 days, after which it will be deleted in accordance with our Data Processing Agreement; and
• (d)clauses which by their nature should survive termination will do so, including clauses 7, 12, 15, 16 and 18.

15. Limitation of liability

This clause is important. Please read it carefully.

15.1 Nothing in these terms limits or excludes either party's liability for:

• (a)death or personal injury caused by negligence;
• (b)fraud or fraudulent misrepresentation;
• (c)breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
• (d)any other liability that cannot lawfully be limited or excluded.

15.2 Subject to clause 15.1, we are not liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for:

• (a)loss of profits, revenue, business, contracts or anticipated savings;
• (b)loss of goodwill or reputation;
• (c)loss or corruption of data, except to the extent caused by our breach of the Data Processing Agreement;
• (d)business interruption;
• (e)any loss arising from your failure to review Agent Interactions; or
• (f)any indirect, special or consequential loss.

15.3 Subject to clause 15.1, our total aggregate liability arising out of or in connection with these terms in any 12 month period shall not exceed the greater of:

• (a)the total fees paid by you in the 12 months preceding the event giving rise to the claim; or
• (b)£5,000.

15.4 You acknowledge that the fees for the Service reflect the allocation of risk set out in this clause, and that we would not provide the Service on these fees without these limitations.

15.5 Each provision of this clause operates separately. If any part is held unenforceable, the remaining parts continue to apply.

16. Indemnity

16.1 You will indemnify us against all claims, losses, damages, costs and expenses (including reasonable legal fees) arising from:

• (a)your breach of clause 5 or clause 6;
• (b)any claim by an End User arising from your use of the Service, except to the extent caused by our breach of these terms;
• (c)any claim that Customer Data infringes a third party's rights; or
• (d)your failure to obtain valid consent for messaging under clause 5.5.

16.2 We will indemnify you against any claim that the Service, as provided by us and used in accordance with these terms, infringes a third party's intellectual property rights, provided you notify us promptly, give us sole conduct of the defence, and do not admit liability. This indemnity is subject to the cap in clause 15.3.

17. Confidentiality

17.1 Each party will keep confidential all information disclosed by the other that is marked confidential or would reasonably be understood to be confidential, and will use it only for the purposes of these terms.

17.2 This obligation does not apply to information that is or becomes public through no breach, was already lawfully known, is independently developed, or must be disclosed by law or regulatory authority.

17.3 This obligation continues for 3 years after termination.

18. General

18.1 Entire agreement. These terms, the Privacy Policy and the Data Processing Agreement constitute the entire agreement between the parties and supersede all prior discussions, representations and understandings. Neither party relies on any statement not set out in these documents, save that nothing excludes liability for fraudulent misrepresentation.

18.2 Changes to these terms. We may amend these terms on 30 days' written notice for material changes. Non-material changes take effect on publication. Continued use after the notice period constitutes acceptance. If you do not accept a material change, you may terminate under clause 14.4.

18.3 Assignment. You may not assign or transfer your rights without our written consent. We may assign our rights on notice to you, including in connection with a sale of our business.

18.4 Subcontracting. We may subcontract performance, but remain responsible for our subcontractors' acts and omissions.

18.5 Notices. Notices to us must be sent to support@voxhive.uk and, for formal legal notices, also by post to our registered office. Notices to you will be sent to the email address registered on your account.

18.6 Force majeure. Neither party is liable for failure to perform caused by events beyond its reasonable control, including carrier outages, failures of third party AI providers, cyber attack, and acts of government. The affected party must notify the other and use reasonable endeavours to mitigate. If such an event continues for more than 30 days, either party may terminate on written notice.

18.7 Waiver. No failure or delay in exercising a right constitutes a waiver of it.

18.8 Severance. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or if that is not possible, deleted. The remaining provisions continue in force.

18.9 No partnership. Nothing creates a partnership, joint venture, agency or employment relationship.

18.10 Third party rights. A person who is not a party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.

18.11 Governing law. These terms and any dispute arising out of them, whether contractual or non-contractual, are governed by the law of England and Wales.

18.12 Jurisdiction. The courts of England and Wales have exclusive jurisdiction to settle any dispute arising out of these terms.

19. SMS and messaging terms

These additional terms apply where you use SMS, WhatsApp or other messaging channels.

19.1 Consent. Messages are sent only to recipients who have given prior express consent. You are responsible for obtaining and retaining evidence of that consent.

19.2 How consent is obtained by us. Where we send messages relating to our own business, consent is obtained through an unticked, optional checkbox on a form on our website, accompanied by clear disclosure of what the recipient is agreeing to receive. We do not purchase consent, obtain it from third parties, or rely on consent given to another business.

19.3 Message frequency. Message frequency varies according to your enquiry and account activity.

19.4 Charges. Standard message and data rates may apply. We are not responsible for charges levied by a recipient's mobile network operator.

19.5 Opting out. Recipients may opt out at any time by replying STOP to any message. Opt-out takes effect immediately and permanently. Recipients may also opt out by emailing support@voxhive.uk.

19.6 Help. Recipients may reply HELP to any message to receive contact information.

19.7 Consent records. We retain records of consent, including the date, time and wording shown at the point of consent, for 4 years, as network operators may require evidence.

19.8 No sale or sharing. We do not sell, rent, trade or share mobile telephone numbers or SMS consent data with any third party for marketing or promotional purposes. See our Privacy Policy for further detail.

19.9 Delivery. Network operators may filter, delay or block messages. Neither we nor any operator is liable for delayed or undelivered messages.

19.10 Registration. Messaging channels require registration of sender identities with network operators. Such registration typically takes 15 to 20 working days and is subject to operator approval. We do not guarantee approval.

20. Contact

Questions about these terms should be sent to:

Veto Swarm Intelligence Ltd, trading as VoxHive
Apartment 18 Amber Court
Birmingham
B15 2NY
United Kingdom

Company number: 17002319
ICO registration number: ZC189766
Email: contact@voxhive.uk