General Terms and Conditions

For the Use of AI Voice Agent Software and Services


1. Scope

1.1. Vox Sapiens Limited is registered with the Companies House under company number 16246957, with its business address at 85 Great Portland Street, First Floor, London, England, W1W 7LT ("Vox Sapiens").

1.2. These Terms and Conditions ("Terms") govern the business relationship between Vox Sapiens Limited ("Vox Sapiens", "we", "us", "our") and the Client ("Client", "you", "your").

1.3. Vox Sapiens provides setup and configuration services for AI voice agents ("Agents") to customers of Vox Sapiens ("Clients"). The Agents are designed to automate customer interactions ("Service"). Following the initial setup, which is subject to a one-time fee, Vox Sapiens provides ongoing access to the Service on a subscription basis ("Subscription") where Clients are billed for the minutes used by their Agents.

1.4. These are the general terms and conditions for the business relationship between Vox Sapiens and the Client.

1.5. Vox Sapiens provides its services exclusively to Clients that are businesses or organizations.

1.6. Deviating, opposing or supplementary general terms and conditions of Clients shall only become integral components of the contractual relationship if Vox Sapiens agrees to their validity in text form. This requirement of approval also applies if Vox Sapiens initiates the performance of services after becoming aware of Client's general terms and conditions.


2. Object of the Agreement

2.1. Vox Sapiens provides:

  •        Initial setup and configuration of AI voice agents according to Client requirements
  •        Ongoing access to the configured Agents and related services through third-party providers
  •        Management of the technical infrastructure required for the Service operation

2.2. The Service includes:

  •        Custom-configured AI voice agents for automated customer interactions
  •        Provision of dedicated phone numbers or integration with Client's existing numbers
  •        Access to call recordings and analytics
  •        Integration capabilities with Client's internal systems as authorized
  •        Ongoing technical support and maintenance

2.3. The Client may subscribe to different types of Subscriptions for the use of the Software as specified in the service agreement ("Subscription Plan") that start to take effect once the initial setup is complete and running.

2.4. The Subscription is subject to periodic usage limits specified in the Subscription Plan ("Usage Limit"). These Usage Limits are defined per subscription period and do not roll over. Any excess usage by the Client is subject to additional fees as specified in the Subscription Plan.


3. Third-Party Services and Integration

3.1. Vox Sapiens utilizes third-party service providers ("Providers") for:

  •        AI processing and voice synthesis
  •        Telephony services and call handling
  •        System automation and integration
  •        Data storage and processing

3.2. Provider Terms and Liability:

  •        Each Provider maintains its own terms of service and privacy policies
  •        Clients acknowledge that use of the Software is subject to Provider terms
  •        Clients agree that Vox Sapiens shall not be liable for any damages, losses, or legal issues arising from Provider services, including but not limited to:
    •        Service interruptions or failures
    •        Data breaches or security incidents
    •        Compliance violations
    •        Voice synthesis rights violations
  •        Any claims related to Provider services must be pursued directly with the relevant Provider

3.3. Provider Selection and Compliance:

  •        Vox Sapiens shall:
    •        Exercise reasonable care in selecting and retaining Providers
    •        Take reasonable steps to verify Providers' stated compliance measures
    •        Promptly address any known compliance issues with Providers
  •        Clients acknowledge and agree that:
    •        Providers operate as independent entities
    •        Direct responsibility for compliance rests with each Provider
    •        Provider changes may occur with reasonable notice
    •        Vox Sapiens makes no guarantees regarding Provider compliance beyond the steps outlined above

3.4. Integration with Client's Internal Systems:

  •        Clients must provide secure access methods
  •        Clients retain responsibility for their internal systems' security
  •        Access credentials are stored in secure storage systems
  •        Integration security is limited to the security measures provided by the Client
  •        Clients shall indemnify Vox Sapiens against any claims arising from internal system breaches


4. Data Protection and GDPR Compliance

4.1. Data Processing Activities:

  •        Personal data processing is conducted in compliance with GDPR and UK data protection laws
  •        Call recordings are stored by authorized Providers
  •        Data storage locations comply with jurisdictional requirements

4.2. Data Processing Agreement:

  •        Where required by law, Clients must execute a separate Data Processing Agreement
  •        The Data Processing Agreement shall govern all processing of personal data

4.3. User Obligations:

  •        Obtain necessary consents for data processing
  •        Inform data subjects about AI voice agent use
  •        Maintain appropriate technical and organizational measures

4.4. Provider Obligations:

  •        Implement appropriate security measures
  •        Process data only as instructed
  •        Assist with data subject rights requests


5. Intellectual Property Rights

5.1. Vox Sapiens retains all rights to:

  •        The Software and technology
  •        AI voice agent configurations
  •        System integrations and modifications

5.2. Clients retain all rights to:

  •        Their content and data
  •        Internal system configurations
  •        Custom integrations

5.3. Provider Rights:

  •        Providers retain their respective intellectual property rights
  •        Voice synthesis and AI processing rights remain with respective Providers


6. Service Fees and Payment

6.1. Fee Structure:

  •        Initial setup fees
  •        Subscription fees with included minutes
  •        Additional minute packages

6.2. Payment Terms:

  •        Fees are payable in advance
  •        Additional minutes must be purchased when included minutes are depleted
  •        Late payments may result in service suspension

6.3. Price Modifications:

  •        Vox Sapiens may modify prices within 60 day notice
  •        Clients may terminate service if they do not accept price changes


7. Warranty and Liability

7.1. Service Warranty:

  •        Services will be provided with reasonable skill and care
  •        No guarantee of uninterrupted or error-free operation

7.2. Limitation of Liability:

  •        Vox Sapiens' total aggregate liability shall be limited to direct damages only
  •        Maximum liability limited to fees paid in previous 3 months
  •        Under no circumstances shall Vox Sapiens be liable for:
    •        Any indirect, incidental, special, exemplary, punitive or consequential damages
    •        Client system vulnerabilities or security breaches
    •        Any matters beyond Vox Sapiens' reasonable control
    •        Provider service failures or breaches
    •        Any claims or damages arising from Client's use of free or beta services
    •        Loss of profits, revenue, business, or anticipated savings
    •        Loss of use, data, goodwill, or reputation
    •        Business interruption or lost business opportunity
    •        Cost of procurement of substitute goods or services
    •        Service interruptions or degradation
  •        These limitations apply to the maximum extent permitted by law

7.3. Provider-Related Incidents:

  •        Vox Sapiens is not liable for Provider data breaches
  •        Clients acknowledge Provider services are outside Vox Sapiens' direct control
  •        In case of Provider incidents, Vox Sapiens will:
    •        Promptly notify affected Clients
    •        Assist in coordinating with Providers
    •        Provide reasonable cooperation for incident response
  •        Recovery costs from Provider incidents are User's responsibility

7.4. User Indemnification:

  •        Clients shall indemnify Vox Sapiens against third-party claims
  •        Indemnification includes legal defense costs
  •        Prompt notification of claims required
  •        Clients must cooperate in defense against claims
  •        Indemnification covers Provider-related claims


8. Term and Termination

8.1. Term:

  •        Initial term as specified in Subscription Plan
  •        Automatic renewal unless terminated

8.2. Termination:

  •        By either party with notice as specified
  •        Immediate for material breach
  •        Immediate for insolvency

8.3. Effect of Termination:

  •        Cessation of service access
  •        Return or destruction of confidential information
  •        Payment of outstanding fees
  •        Data retrieval assistance as agreed


9. Governing Law and Jurisdiction

9.1. These Terms shall be governed by the laws of England and Wales.

9.2. Exclusive jurisdiction of the courts of England and Wales.

9.3. Mandatory local laws may apply based on User jurisdiction.


10. Final Provisions

10.1. Severability:

  •        Invalid provisions shall be replaced with valid ones
  •        Remaining provisions remain in effect

10.2. Modifications:

  •        Vox Sapiens may modify these Terms with notice
  •        Continued use constitutes acceptance

10.3. Entire Agreement:

  •        These Terms constitute the entire agreement
  •        No oral side agreements exist


Contact Information

info@voxsapiens.ai

Last Updated: February 19, 2025