B2B Service Terms

A draft framework for business clients. It must be completed and separately agreed for each engagement.

Draft dated 14 September 2026

1. Parties and contract documents

The supplier is Ptolemy Letchford trading as Obvoxly. Obvoxly is the trading name of Ptolemy Letchford, a sole trader in England and Wales.

ICO registration ZC079741. Contract notices: ptolemyletchford@gmail.com. The Client is the business or sole trader identified by its full legal name, address and authorised representative in the Order Form. These terms are intended for business use, not a consumer purchase.

The Order Form must identify the services, implementation work, deployment mode, supported integrations, start and acceptance dates, minimum term (if any), charges, usage allowances, payment dates, support, service levels, cancellation arrangements, phone numbers, notice contacts and any agreed liability cap. It must record the versions of these terms and the DPA accepted by both parties. The DPA governs conflicts about personal data; the Order Form governs expressly agreed commercial variations; otherwise these terms apply. Changes require written agreement.

2. Scope and implementation

Obvoxly will configure and manage the agreed AI phone service with reasonable care and skill. Only the features, workflows and integrations identified in the Order Form are included. Any additional work, custom integration or material scope change needs an agreed quotation. Implementation dates depend on timely information, access and approvals from the Client and relevant providers; dependencies and any firm deadlines must be stated in the Order Form.

3. Onboarding, testing and launch

The parties will agree business knowledge, permitted actions, recording and privacy notices, opening hours, routing, human escalation, out-of-hours handling and fallback arrangements. The Client will nominate an operational contact and review approved information. Testing should cover ordinary enquiries, unusual or sensitive requests, human requests, failed tools and transfers. Live deployment requires written approval against agreed acceptance criteria; silence alone is not acceptance. The parties will agree remedies, further testing or termination if material acceptance issues cannot be resolved.

4. Client responsibilities and deployment mode

The Client is responsible for accurate, current and authorised business information, lawful access to its systems, decisions about bookings and customer policies, and adequate staff coverage for agreed handovers. It must promptly notify Obvoxly of changed hours, menus, prices, policies or safety requirements, review reports and report suspected faults.

The Order Form must choose full reception, overflow/no-answer, out-of-hours or hybrid deployment, including forwarding delays, destination numbers, exceptions and a fallback. Transfers depend on the Client’s staff and receiving phone service being available. No callback, live transfer, booking confirmation or out-of-hours message workflow is included unless expressly configured and tested.

5. AI limitations and human escalation

Obvoxly uses automated speech recognition, artificial intelligence and third-party communications services. These systems may occasionally misunderstand speech, produce an incorrect response or experience technical interruption. Obvoxly does not warrant that the Service will be uninterrupted or error-free.

Obvoxly does not guarantee any particular number of enquiries, bookings, sales, conversions, revenue or cost savings.

The service is not an emergency line or a substitute for professional medical, safety or legal judgement. Sensitive or uncertain enquiries should follow the agreed human escalation policy. The Client must provide appropriate human contact routes and retain responsibility for decisions requiring its staff. These limitations do not remove Obvoxly’s obligation to exercise reasonable care and skill.

6. Third-party services and integrations

Telephony, AI, speech and integration providers may be needed. The Order Form must identify material dependencies, which party holds each account and who pays the charges. Third-party terms apply where properly brought to the relevant party’s attention. Access restrictions, outages and API changes may affect functionality. Obvoxly will notify the Client of material effects it becomes aware of and discuss alternatives; third-party involvement does not remove obligations Obvoxly cannot lawfully exclude.

Only implemented, authorised and tested actions are offered. Direct booking, real-time availability and booking changes are not included merely because the host can send a booking link. Material provider or integration changes require notice and any authorisation required by the DPA.

7. Availability, maintenance and support

Coverage hours are configuration choices, not a guarantee of uptime. Any availability target, support hours, response target or service credit must be stated in the Order Form. Obvoxly will give reasonable notice of planned maintenance where practicable. Urgent maintenance may be needed for security or service integrity. The parties will maintain and test the agreed fallback route and cooperate to restore service after faults.

8. Usage, charges and payment

The Order Form must set out setup and implementation fees, recurring charges, included minutes or calls, overage rates, telephony and SMS costs, integration or other supplier costs, any spending alerts or limits, billing frequency, currency and invoice due dates. There is no unlimited usage unless expressly agreed. Taxes will be identified in the quotation and invoices as applicable; this template does not determine Obvoxly’s VAT status.

The Client must pay correctly invoiced, undisputed amounts when due. It should raise invoice disputes promptly with reasons; the parties will work to resolve them and undisputed sums remain payable. Rate changes require written agreement, except an expressly agreed supplier-cost adjustment mechanism in the Order Form. That mechanism must include notice and a reasonable right to end affected services before a material increase takes effect. No hidden automatic increase is created by these terms.

9. Suspension

Obvoxly may suspend the affected service proportionately where reasonably necessary to address unlawful use, a material security risk, serious misuse or overdue undisputed charges after written warning and a reasonable opportunity to remedy. Where immediate action is necessary, it will notify the Client as soon as reasonably practicable. It will explain the reason, cooperate on safe routing and restore service when the grounds are resolved. Fees and credits during suspension must reflect the cause and the Order Form; no blanket right to charge for an unavailable service is created here.

10. Intellectual property and confidentiality

Each party retains its pre-existing intellectual property. The Client retains rights in its supplied information and grants Obvoxly the rights needed to deliver the service. Subject to the agreed fees, Obvoxly grants the Client the right to use the agreed configuration during the service term. Ownership or handover of bespoke deliverables, reusable workflows, prompts and third-party software must be recorded in the Order Form. No permission to publish the Client’s name, logo, testimonial or performance information is implied.

Each party will protect the other’s non-public business information, use it only for the engagement and disclose it only to people or advisers who need it and are bound by appropriate confidentiality duties. Exceptions apply to information already lawfully public, independently developed, lawfully received without restriction or required to be disclosed by law. These obligations continue after termination while the information remains confidential.

11. Data protection and DPA

Each party remains responsible for its applicable data protection duties. The Client normally acts as controller for customer call processing and Obvoxly normally acts as processor on its documented instructions. Obvoxly may separately act as controller for its own administration, billing, security and other lawful purposes described in its Privacy Notice.

Before personal data is processed on the Client’s behalf, the parties must agree an Article 28 DPA. It must specify the subject matter, nature, purpose and duration, data types and individuals concerned; documented instructions; confidentiality and security; authorised subprocessors and change procedures; international transfers; assistance with rights, breaches, impact assessments and regulatory enquiries; audit information; and return or deletion at the end of service.

The Client must establish suitable lawful bases and caller notices, and any necessary special-category condition. Recording, transcript review and retention settings must be agreed and verified. Unnecessary sensitive information should not be collected. Neither party may repurpose call data for advertising or model training without the necessary written authorisation, legal basis and transparency. The DPA must contain the breach-notification process, including processor notice without undue delay, and must not restrict individuals’ statutory rights.

12. Minimum term, cancellation and fees

After any agreed minimum term, the Client may terminate the Service by giving 30 days’ written notice. The Order Form must state whether notice may be given during the minimum term to end on its expiry. No minimum term or automatic renewal is implied if not expressly agreed.

Setup and implementation fees relate to configuration work and are non-refundable once that work has been performed, except where otherwise required by law or agreed in writing. If implementation ends early, only the agreed charges for work actually performed and authorised, unavoidable commitments are payable; any balance for unperformed work should be refunded.

Recurring fees remain payable for service provided through the effective termination date, including an applicable notice period. Prepaid monthly fees attributable to a period after that date should be refunded pro rata, less properly due undisputed sums. Any different arrangement must be expressly agreed and legally reviewed. No consumer cooling-off policy is created by these business terms; mandatory rights, if applicable to a transaction, remain unaffected.

A seasonal pause or hibernation must be agreed in writing, including its dates, any reduced fee, retained configuration, data retention, disabled routing, number rental and reactivation charges or process. A pause is not automatically free and does not suspend data protection obligations.

13. Termination for breach and exit

Either party may terminate for a material breach not remedied within 14 days of a written notice describing the breach, or for a material breach incapable of remedy, subject to applicable law. Any insolvency termination right should be separately reviewed. Termination does not remove accrued rights or payment for properly delivered services.

Before switching off, the parties will coordinate forwarding changes and human fallback so calls are not knowingly left without an agreed destination. The Order Form must record who controls each number, provider portability restrictions, porting assistance and any reasonable agreed exit fee. Client-owned numbers remain the Client’s; supplier-assigned numbers are subject to the agreed account and provider arrangements. Obvoxly cannot guarantee a port it does not control.

Personal data will be returned or deleted at the Client’s choice in accordance with the DPA and agreed exit schedule, unless retention is legally required. The DPA must address backup expiry and any legal holds. The parties should agree an export window before termination. Obvoxly’s separate controller records may be kept where lawfully necessary.

14. Liability: solicitor review required

Nothing excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot lawfully be limited. Statutory data protection responsibilities and the rights of individuals are not removed by the contract.

No monetary cap is selected by this template. Before signature, the parties should expressly agree in the Order Form a reasonable aggregate cap, its measuring period, relevant insurance cover and any separate treatment of confidentiality, data protection or intellectual property claims. Until a cap is properly agreed, this template creates no numerical liability limit.

Subject to the non-excludable liabilities above and applicable reasonableness requirements, neither party is liable to the other for indirect or consequential loss. Whether any loss is direct or indirect depends on the circumstances; this is not a blanket exclusion of revenue, profit, data loss or replacement-service costs. A solicitor should review the final allocation against the actual service risks and bargaining position.

15. Events outside reasonable control

A party is not responsible for delay to the extent caused by an event genuinely outside its reasonable control that it could not reasonably prevent or overcome. It must notify the other, mitigate the effects and use reasonable efforts to resume performance. An ordinary preventable supplier failure is not automatically excused. If a material interruption continues for 30 days, either party may terminate affected services on written notice. Prepayments for services not provided must be addressed fairly under the agreed refund terms. Payment for services already delivered remains due.

16. Notices, disputes and governing law

Formal notices must be sent to the email or postal addresses agreed in the Order Form. Parties should obtain acknowledgement of termination notices and follow up where delivery fails; receipt must not depend solely on a discretionary acknowledgement. The parties will first try to resolve disputes through their named contacts.

The agreement is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction subject to mandatory applicable law. If a provision is unenforceable, the rest remains effective so far as legally possible. Nothing creates a partnership or employment relationship. No third party receives contractual enforcement rights unless expressly agreed, without limiting statutory rights.