These Terms of Service (“Terms”) constitute a legally binding agreement between you (“Customer”, “you”, “your”) and BAPP&CO LTD, a company registered in England and Wales with company number 12728081 and registered office at Cades Mead, Wellington, Somerset, United Kingdom, TA21 9AA (“BAPPCO”, “we”, “us”, “our”).

By creating an account, signing an order form, or accessing or using any of our Services, you agree to be bound by:

• these Terms;
• our Privacy Policy;
• our Acceptable Use Policy (“AUP”); and
• any applicable order form or online subscription details

(collectively, the “Agreement”).

If you do not agree to these Terms, you must not access or use the Services.

You confirm and warrant that:

• you are at least 18 years old;
• you have full power and authority to enter into this Agreement; and
• you are using the Services for business purposes only and not as a consumer.

1. Definitions and Interpretation

1.1 Definitions

In these Terms:

• “Account” means the account you register to access the Services.
• “AI Voice Services” means BAPPCO’s inbound voice/telephone services powered by artificial intelligence that handle calls and interact with callers (for example, answering calls, taking messages, booking appointments or following configured workflows).
• “Applicable Data Protection Law” means all applicable data protection and privacy laws in the UK, including the UK GDPR, the Data Protection Act 2018 and, to the extent in force and applicable, the Data (Use and Access) Act 2025 (DUAA), together with related regulations, codes of practice and regulatory guidance.
• “Authorised Users” means individuals authorised by you to access and use the Services under your Account.
• “Controller”, “Processor”, “Personal Data”, “Personal Data Breach”, “Processing” and “Data Subject” have the meanings given in the UK GDPR. “Processing” includes any operation performed on personal data (such as collection, storage, use, disclosure, erasure), whether or not by automated means.
• “Customer Data” means any data, information or content (including PII/Personal Data) that you or your Authorised Users provide to, upload to, or generate in the Services, including call content, call recordings, transcripts, configurations and related metadata.
• “Order Form” means an order, quote, or online subscription confirmation that sets out the Services and fees.
• “Services” means, collectively, the AI Voice Services and any related implementation, configuration, consultancy, or support services provided by BAPPCO under this Agreement.
• “Service Credits” has the meaning given in clause 11.3.
• “Service Level Agreement” or “SLA” means the availability commitments set out in clause 11.
• “Third-Party Services” means services provided by third parties that BAPPCO uses to deliver the Services, including but not limited to:
  • ElevenLabs (voice synthesis),
  • n8n (workflow automation),
  • Twilio (telecommunications),
  • cal.com (scheduling),
    plus any replacement or additional providers BAPPCO may use from time to time.
• “Third-Party Provider” means the provider of a Third-Party Service.
• “UK GDPR” means the GDPR as incorporated into UK law by the European Union (Withdrawal) Act 2018, as amended.

1.2 Interpretation

References to “including” or “includes” mean “including without limitation”. Headings are for convenience only. References to legislation include any amendments or replacements.

2. Scope, Eligibility and Business Use

2.1 The Services are provided only to business customers. By entering into this Agreement, you warrant that you are acting in the course of your trade, business or profession.

2.2 You must ensure all information you provide when creating and maintaining your Account is accurate and up to date.

3. Services Description and Modifications

3.1 Service Offerings

BAPPCO provides:

• AI Voice Services – AI-powered inbound voice communication that answers calls, interacts with callers, and may take messages, book appointments or follow configured workflows according to your instructions.

3.2 Service Availability

BAPPCO will use commercially reasonable efforts to provide the Services in line with the 99% monthly uptime SLA described in clause 11.

3.3 Service Modifications

We may modify, update, enhance or discontinue parts of the Services from time to time (for example, to improve functionality, address security concerns, or reflect changes in Third-Party Services or law).

If we make a material adverse change to the core functionality of a paid Service, we will give you at least 30 days’ prior notice (unless urgent changes are required for security, legal or critical operational reasons). If you do not agree to the change, you may terminate the affected Service before the effective date and we will refund any prepaid fees for the unused portion of the relevant subscription term.

4. Third-Party Services and Dependencies

4.1 Integration with Third-Party Services

The Services rely on and integrate with Third-Party Services, currently including ElevenLabs, n8n, Twilio and cal.com. Your use of the Services necessarily involves use of these Third-Party Services.

4.2 Third-Party Terms

Your use of functionality powered by Third-Party Services is also subject to the applicable terms of service, acceptable use policies and privacy policies of the relevant Third-Party Providers. You are responsible for reviewing and complying with those terms.

4.3 Third-Party Availability & Performance

You acknowledge that:

• BAPPCO does not control the availability, quality, security, performance or functionality of Third-Party Services; and
• BAPPCO’s ability to deliver the Services depends on continued access to and proper functioning of such Third-Party Services.

4.4 Limitation of Liability for Third-Party Services

To the maximum extent permitted by law, BAPPCO shall not be liable for any loss, damage, costs, expenses or liabilities arising out of or in connection with:

• the unavailability, interruption, degradation or malfunction of any Third-Party Service;
• any security breach, data breach, unauthorised access, or data loss occurring within Third-Party Provider systems or infrastructure;
• changes to a Third-Party Service’s terms, pricing, features, APIs, or availability;
• the suspension, termination or discontinuation of any Third-Party Service; or
• errors, defects or performance issues in any Third-Party Service.

Any remedies in relation to Third-Party Services are governed by your (or BAPPCO’s) separate contract with the relevant Third-Party Provider.

4.5 Service Continuity and Third-Party Changes

Where feasible, BAPPCO will:

• notify you of known Third-Party issues affecting service availability;
• liaise with Third-Party Providers to help resolve issues; and
• take commercially reasonable steps to implement workarounds or replacement providers.

If a Third-Party Provider materially changes its terms, pricing, or service such that BAPPCO cannot reasonably continue to provide the affected functionality, BAPPCO may:

• pass through reasonable cost increases (on 30 days’ notice);
• modify or discontinue the relevant feature; or
• terminate the affected Services on 30 days’ written notice where continuation is not commercially feasible.

5. Customer Obligations, Account Security and Acceptable Use

5.1 Account Security

You are responsible for:

• maintaining the confidentiality of your login credentials;
• all activities that occur under your Account; and
• promptly notifying BAPPCO of any actual or suspected unauthorised access or security incident affecting your Account.

5.2 Lawful and Appropriate Use

You must use the Services only:

• for lawful purposes;
• in accordance with this Agreement; and
• in compliance with all applicable laws and regulations (including telecoms, marketing, and data protection rules).

You must not (and must ensure that your Authorised Users and callers do not):

• use the Services in any way that is unlawful, fraudulent, deceptive, harmful, harassing, defamatory or otherwise objectionable;
• impersonate any person or entity without proper authority and legal basis;
• use the Services to send spam or unsolicited marketing in breach of applicable law;
• attempt to gain unauthorised access to the Services or related systems;
• interfere with or disrupt the integrity or performance of the Services;
• reverse engineer, decompile or disassemble the Services, except to the extent such restriction is prohibited by law;
• remove or obscure proprietary notices;
• use the Services to build a competing product or service; or
• violate any Third-Party Provider acceptable use or similar policies.

5.3 Prohibited Data

Unless we have expressly agreed in writing and appropriate additional safeguards are in place, you must not process through the Services:

• protected health information (PHI) subject to healthcare privacy regimes (e.g. HIPAA equivalents);
• payment card data (such as full card numbers or CVV codes) outside of explicitly supported, PCI-compliant mechanisms;
• content that infringes third-party intellectual property rights;
• malware, viruses or other harmful code; or
• data whose processing or export is prohibited under applicable sanctions or export control laws.

5.4 Compliance with Law

You are responsible for ensuring that your use of the Services complies with all applicable laws and regulations, including (where relevant):

• UK GDPR and the Data Protection Act 2018;
• privacy and electronic communications rules (e.g. PECR);
• telecoms and marketing regulations;
• anti-discrimination and consumer protection laws (where applicable); and
• any sector-specific rules applicable to your business.

6. Fees, Payment and Taxes

6.1 Fees

You agree to pay the fees specified in the applicable Order Form or online subscription plan. Fees may include:

• recurring subscription fees (monthly or annual); and
• fees for professional services, which will be charged separately where applicable.

6.2 Billing and Payment Terms

Unless otherwise specified:

• subscription fees are invoiced and payable in advance at the start of each billing period;
• professional services fees are invoiced in arrears, typically monthly;
• invoices are payable within 30 days of invoice date; and
• you authorise BAPPCO to charge your nominated payment method for all due amounts.

6.3 Late Payment

If any undisputed amount is not paid by the due date, BAPPCO may:

• charge interest on overdue sums at 4% per annum above the Bank of England base rate, or the maximum rate permitted by law, whichever is lower;
• suspend or limit access to the Services until all overdue amounts are paid; and/or
• recover reasonable costs of collection (including legal fees).

6.4 Fee Changes

We may change fees by giving you at least 30 days’ notice. Fee changes will take effect at the start of the next renewal term. If you do not agree to the change, you may cancel the affected subscription before the new fees take effect.

6.5 Taxes

All fees are exclusive of VAT and other applicable taxes. You are responsible for paying any such taxes (except taxes on BAPPCO’s income). Where required by law, we will add applicable taxes to our invoices.

6.6 Disputed Charges

If you dispute any invoice in good faith, you must notify us within 30 days of the invoice date with details of the dispute. You may withhold the disputed portion while we investigate, but must pay all undisputed amounts. Both parties will work together in good faith to resolve disputes promptly.

6.7 No Refunds

Except where expressly stated in these Terms or required by law, all fees are non-refundable, including for:

• partial months of service;
• unused Services; or
• suspensions or terminations due to your breach.

7. Intellectual Property and Data Ownership

7.1 BAPPCO Intellectual Property

All intellectual property rights in and to the Services, including:

• software, models, algorithms, prompts, configurations, documentation and user interfaces; and
• enhancements, modifications and derivative works thereof,

are and remain the exclusive property of BAPPCO or its licensors. No rights are granted to you except as expressly set out in these Terms.

7.2 Licence to Use the Services

Subject to your compliance with this Agreement and payment of applicable fees, BAPPCO grants you a non-exclusive, non-transferable, non-sublicensable, revocable licence during the subscription term to access and use the Services solely for your internal business purposes.

You may not:

• sublicense, resell or provide the Services to third parties;
• use the Services as a service bureau;
• modify or create derivative works of the Services;
• attempt to extract or copy models or source code; or
• access the Services to build a competing product or service.

7.3 Customer Intellectual Property and Data

As between you and BAPPCO:

• you own all rights, title and interest in and to Customer Data and your pre-existing intellectual property; and
• nothing in these Terms transfers ownership of Customer Data to BAPPCO.

7.4 Licence to Customer Data

You grant BAPPCO a non-exclusive, worldwide, royalty-free licence for the term of the Agreement (and a reasonable wind-down period) to:

• host, store, transmit, process and display Customer Data as necessary to provide and support the Services;
• generate logs and metadata about Service usage for monitoring, security and billing; and
• use anonymised and aggregated data (which does not identify you or any Data Subject) for analytics, benchmarking, service improvements and business intelligence, in compliance with Applicable Data Protection Law and DUAA.

You warrant that you have all necessary rights, permissions and consents to provide Customer Data and to grant this licence.

7.5 Third-Party Intellectual Property

Third-Party Services and related branding remain the property of the relevant Third-Party Providers. Your use of such services through BAPPCO is subject to their terms. Nothing in this Agreement gives you rights in any third-party IP beyond those expressly permitted by the relevant provider.

7.6 Feedback

If you provide feedback, suggestions or ideas about the Services (“Feedback”), you grant BAPPCO a perpetual, irrevocable, worldwide, royalty-free, sublicensable licence to use and exploit such Feedback for any purpose, including to improve or develop products and services, without obligation or compensation to you.

8. Data Protection – Roles and Responsibilities

8.1 Roles

For Personal Data processed in connection with the Services, and in particular the AI Voice Services:

• you are the Controller for caller data, call recordings and related Personal Data; and
• BAPPCO is the Processor.

In limited cases, BAPPCO will act as an independent Controller (e.g. for its own business contact data, usage logs for security, and records necessary to comply with legal obligations).

8.2 Processing on Your Instructions

BAPPCO will process Personal Data only:

• on your documented instructions, as set out in this Agreement and any Order Form, or as otherwise agreed in writing; and
• as required by law, in which case we will inform you (unless prohibited by law).

8.3 Customer (Controller) Responsibilities

As Controller, you are responsible for:

• determining the purposes and lawful bases for Processing;
• providing appropriate privacy notices;
• obtaining any required consent from Data Subjects;
• ensuring your configurations, call flows and AI use comply with Applicable Data Protection Law, Article 22 UK GDPR and DUAA;
• performing data protection impact assessments where required; and
• responding to Data Subject requests and regulatory enquiries.

8.4 Data Location and Transfers

BAPPCO uses infrastructure and Sub-Processors located within and outside the UK and the EEA. While BAPPCO may seek to use providers that support UK/EEA data hosting where appropriate, neither BAPPCO nor its Third-Party Providers guarantee that all Personal Data will be stored or accessed only within the UK or EEA.

Customer Data may therefore be transferred to and processed in countries outside the UK/EEA, which may have different data protection laws. Where such transfers occur, BAPPCO will ensure that appropriate safeguards are in place (for example, UK adequacy regulations, the UK International Data Transfer Agreement, or other Article 46 UK GDPR mechanisms), as required by Applicable Data Protection Law.

8.5 Retention

BAPPCO will retain Personal Data processed on your behalf only for as long as necessary to provide the Services, comply with legal obligations, or resolve disputes. Following termination, Personal Data will be handled in accordance with clause 15.6 and Schedule 1.

9. Data Processing Terms (Article 28 UK GDPR / DUAA)

9.1 Security Measures

BAPPCO will implement appropriate technical and organisational measures to protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access, taking into account the nature of the processing and the risks involved.

9.2 Confidentiality

BAPPCO will ensure that persons authorised to process Personal Data are subject to appropriate confidentiality obligations.

9.3 Sub-Processors

You authorise BAPPCO to appoint Sub-Processors, including Third-Party Providers (such as ElevenLabs, n8n, Twilio, cal.com and cloud infrastructure providers) to process Personal Data for the purposes of providing the Services.

BAPPCO will:

• impose data protection obligations on Sub-Processors that are materially no less protective than those in this Agreement; and
• remain responsible to you for Sub-Processors’ processing of Personal Data on our behalf.

We will maintain a list of key Sub-Processors and notify you of any material changes, giving you a reasonable opportunity to object. If you reasonably object on data protection grounds and we cannot reasonably accommodate your concerns, you may terminate the affected Service.

9.4 Assistance with Data Subject Rights

Taking into account the nature of the processing, BAPPCO will provide reasonable assistance to you, at your cost where appropriate, to respond to Data Subject requests to exercise their rights (access, rectification, erasure, restriction, portability, objection, and rights related to automated decision-making).

9.5 Data Protection Impact Assessments and Consultation

BAPPCO will provide reasonable cooperation and support, upon request and to the extent required by law, in relation to any data protection impact assessments or prior consultations with Supervisory Authorities that relate to your use of the Services.

9.6 Personal Data Breaches

If BAPPCO becomes aware of a Personal Data Breach affecting Personal Data processed on your behalf, we will:

• notify you without undue delay;
• provide information reasonably available to help you meet any breach notification obligations; and
• take reasonable steps to mitigate and remediate the breach.

9.7 Audit

On reasonable prior written notice, and no more than once in any 12-month period (except following a material security incident), you may:

• review BAPPCO’s relevant security and compliance documentation; and/or
• conduct (or appoint a third party to conduct) an audit of BAPPCO’s compliance with these data processing terms, subject to reasonable confidentiality, scheduling and cost-allocation arrangements.

10. AI Governance, Article 22 UK GDPR and DUAA

10.1 Automated Decision-Making

Where the Services are configured to make or support decisions based solely on automated processing, including profiling, which have legal or similarly significant effects on individuals, Article 22 UK GDPR and related ICO guidance apply.

10.2 Customer Responsibilities

You are responsible for:

• deciding whether your use of AI Voice Services involves automated decision-making or profiling within Article 22;
• ensuring that such processing is permitted under Article 22 and DUAA (e.g. explicit consent, necessity for a contract, or authorisation by law) and that appropriate safeguards are implemented;
• designing and configuring call flows and processes to include meaningful human review where required;
• monitoring for and mitigating unfair bias, discrimination or other harmful outcomes; and
• providing Data Subjects with clear information about automated decision-making and mechanisms to request human intervention, express their views and contest decisions.

10.3 BAPPCO AI Governance Commitments

BAPPCO will:

• provide documentation on the capabilities, limitations and typical use cases of relevant AI features;
• maintain logs and monitoring capabilities to support transparency, troubleshooting and accountability;
• take into account relevant DUAA developments when updating its AI governance approach, particularly regarding data use, transparency, and AI-related copyright issues.

10.4 No Legal Advice

Information provided by BAPPCO on AI governance, Article 22 or DUAA is general in nature and does not constitute legal advice. You remain solely responsible for your own legal compliance.

10.5 AI Output Disclaimer

You acknowledge that:

• AI outputs may be inaccurate, incomplete or inappropriate;
• AI Voice outputs are intended to assist, not replace, human judgment; and
• you must review and validate AI outputs before relying on them for critical decisions.

11. Support and Service Level Agreement (SLA)

11.1 Support Hours

Standard technical support is available:

• Monday to Friday, 09:00–17:00 (UK local time), excluding UK public/bank holidays,

via email and/or ticketing system.

11.2 SLA – Target Availability

BAPPCO will use commercially reasonable efforts to ensure that the core production environment of the Services has a Monthly Uptime of at least 99% (“Availability Target”).

“Monthly Uptime” means the percentage of total minutes in a calendar month during which the production environment is available, excluding:

• scheduled maintenance (with at least 24 hours’ notice where practicable);
• emergency maintenance needed to address security or stability issues;
• outages or degradations caused by:
  • Third-Party Services or other upstream providers,
  • your or your users’ equipment, networks or software, or
  • internet or telecom issues outside BAPPCO’s reasonable control;
• suspension in accordance with these Terms; and
• force majeure events (clause 18).

11.3 Service Credits

If, in any calendar month, Monthly Uptime attributable solely to factors within BAPPCO’s reasonable control falls below the Availability Target, you may request Service Credits as follows:

• 98.0%–98.99%: 5% of monthly subscription fees for the affected Service;
• 95.0%–97.99%: 10% of monthly subscription fees;
• <95.0%: 25% of monthly subscription fees.

Service Credits:

• must be requested in writing within 30 days after the end of the month in which the downtime occurred;
• will be applied to future invoices (not refunded in cash); and
• are your sole and exclusive remedy for any failure to meet the Availability Target.

11.4 Third-Party Dependency

You acknowledge that BAPPCO’s SLA depends on the availability and performance of Third-Party Services. Outages, degradations or interruptions of Third-Party Services are excluded from SLA downtime calculations and do not entitle you to Service Credits.

12. Warranties and Disclaimers

12.1 Mutual Warranties

Each party warrants that:

• it has full right, power and authority to enter into this Agreement; and
• its performance will comply with applicable law in all material respects.

12.2 Customer Warranties

You warrant that:

• you have all necessary rights, licences and consents to provide Customer Data and use the Services as contemplated;
• your use of the Services (including any automated decisions and communications) complies with Applicable Data Protection Law and other laws; and
• Customer Data does not infringe any third-party rights or contain illegal content.

12.3 BAPPCO Limited Warranty

BAPPCO warrants that:

• the Services will perform in all material respects in accordance with applicable documentation; and
• the Services will be provided with reasonable skill and care.

Your exclusive remedy for breach of this warranty will be, at BAPPCO’s option:

• correction of the non-conformity; or
• a pro-rata refund of fees for the affected period.

12.4 Disclaimer

Except as expressly stated in these Terms and to the maximum extent permitted by law, the Services are provided “as is” and “as available”, and BAPPCO disclaims all other warranties, whether express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, or that the Services will be uninterrupted or error-free.

BAPPCO makes no warranties in relation to Third-Party Services; any warranties or commitments are provided, if at all, by the Third-Party Providers.

13. Indemnities

13.1 Customer Indemnity

You will indemnify, defend and hold harmless BAPPCO, its directors, officers, employees and Sub-Processors from and against any claims, damages, fines, costs and expenses (including reasonable legal fees) arising from or in connection with:

• your use of the Services in breach of this Agreement or applicable law;
• Customer Data, including any allegation that it infringes third-party rights or violates law; or
• your failure to comply with your obligations as Controller under Applicable Data Protection Law.

13.2 BAPPCO IP Indemnity

BAPPCO will defend and indemnify you against any third-party claim alleging that the core functionality of the Services (excluding Customer Data, your configurations and third-party components) infringes a UK intellectual property right, subject to you:

• promptly notifying BAPPCO of the claim;
• not admitting liability or settling the claim without BAPPCO’s prior written consent; and
• giving BAPPCO sole control of the defence and settlement and providing reasonable assistance.

This indemnity does not apply to claims arising from:

• use of the Services in combination with items not supplied or authorised by BAPPCO;
• modification of the Services by anyone other than BAPPCO; or
• your use of the Services contrary to this Agreement or documentation.

13.3 IP Remedies

If the Services are found, or in BAPPCO’s opinion are likely, to infringe third-party rights, BAPPCO may:

• modify the Services so they become non-infringing;
• replace them with substantially equivalent services; or
• terminate the affected Services and refund prepaid unused fees.

13.4 Exclusive Remedy

This clause 13 sets out each party’s sole and exclusive remedy for third-party IP infringement claims relating to the Services.

14. Limitation of Liability

14.1 Non-Excludable Liability

Nothing in this Agreement limits or excludes either party’s liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation; or
• any other liability that cannot be limited or excluded under English law.

14.2 Excluded Types of Loss

Subject to clause 14.1, neither party shall be liable for:

• loss of profits, revenue, business, contracts or anticipated savings;
• loss or corruption of data (subject to BAPPCO’s obligations to implement reasonable security and backups);
• loss of goodwill; or
• any indirect or consequential loss.

14.3 Cap on Liability

Subject to clauses 14.1 and 14.4, each party’s total aggregate liability arising out of or in connection with this Agreement (whether in contract, tort, negligence or otherwise) shall be limited to the total fees paid or payable by you to BAPPCO in the 12 months immediately preceding the event giving rise to liability.

14.4 Data Protection and IP Indemnity

BAPPCO’s aggregate liability for breaches of clauses 8–10 (data protection, AI governance) and for IP indemnity claims under clause 13.2 is subject to the same cap in clause 14.3.

14.5 Third-Party Services

To the fullest extent permitted by law, BAPPCO shall have no liability for:

• any acts or omissions of Third-Party Providers; or
• any loss or damage arising from Third-Party Services, including outages, data breaches or changes to features or pricing.

15. Suspension, Term and Termination

15.1 Suspension

BAPPCO may suspend or restrict your access to the Services (in whole or part) if:

• any undisputed sums remain unpaid 15 days after a written reminder;
• we reasonably believe you are in material breach of this Agreement;
• your use of the Services presents a security risk or may subject BAPPCO to liability; or
• suspension is required by law, a regulator or a Third-Party Provider.

We will notify you of any suspension where practicable and will restore access once the underlying issue is resolved.

15.2 Term

This Agreement starts on the date you first access the Services and continues until terminated in accordance with this clause.

15.3 Renewal and Termination for Convenience

Subscription terms are as set out in the Order Form or online plan. Unless stated otherwise:

• subscriptions automatically renew for successive periods of the same duration; and
• either party may terminate a subscription at the end of the current term by giving at least 30 days’ notice prior to the renewal date.

15.4 Termination for Cause

Either party may terminate this Agreement or any Order Form immediately by written notice if the other party:

• commits a material breach which is not remedied within 30 days of written notice; or
• becomes insolvent, enters administration or ceases to carry on business.

15.5 Effect of Termination

On termination or expiry:

• your licence to use the Services ends immediately;
• you must cease all use of the Services;
• all outstanding fees become immediately due; and
• each party must return or delete the other’s Confidential Information, subject to any legal retention obligations.

15.6 Data Export and Deletion

For 30 days following termination (or longer if agreed), you may request an export of certain Customer Data in a reasonable, industry-standard format. We may charge a reasonable fee for complex or large-volume exports.

Within 90 days of termination, BAPPCO will delete or anonymise Personal Data processed on your behalf, except where longer retention is required by law or necessary to establish, exercise or defend legal claims.

15.7 Survival

Clauses which by their nature are intended to survive termination (including 7–10, 11.3, 12–14, 15.5–15.7, 16–19 and Schedule 1) shall continue in full force and effect.

16. Confidentiality

16.1 Definition

“Confidential Information” means any non-public information disclosed by one party to the other (whether oral, written or electronic) that is marked or should reasonably be understood to be confidential, including business plans, technology, customer lists and pricing. Customer Data is your Confidential Information; the Services and this Agreement’s pricing are BAPPCO’s Confidential Information.

16.2 Obligations

The receiving party must:

• use Confidential Information only for purposes of this Agreement;
• protect it using at least the same degree of care it uses for its own similar information (and in any case reasonable care); and
• not disclose it to any third party except to employees, contractors or advisers who need to know and are bound by similar confidentiality obligations.

16.3 Exceptions

Confidential Information does not include information that:

• is or becomes public (through no fault of the receiving party);
• was lawfully known to the receiving party before disclosure;
• is lawfully disclosed to the receiving party by a third party without restriction; or
• is independently developed without use of the disclosing party’s Confidential Information.

16.4 Compelled Disclosure

The receiving party may disclose Confidential Information if required by law, court order or regulator, provided it (where lawful) gives prior notice to the disclosing party and cooperates with efforts to obtain protective measures.

17. Export Control, Sanctions and Anti-Bribery

17.1 Export and Sanctions Compliance

You must comply with all applicable export control and sanctions laws. You represent that you:

• are not located in a country subject to comprehensive UK or EU sanctions;
• are not on any UK or EU sanctions list; and
• will not use the Services in violation of export restrictions or permit access by any sanctioned person.

17.2 Anti-Bribery and Financial Crime

You must comply with all applicable anti-bribery, anti-corruption and anti-money laundering laws (including the UK Bribery Act 2010). You shall not use the Services in connection with any unlawful or fraudulent activity.

18. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations (other than payment obligations) due to events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, strikes, failures of telecoms or internet, natural disasters or failures of Third-Party Services.

If such an event continues for more than 60 consecutive days, either party may terminate the affected Services on written notice.

19. Changes to these Terms

BAPPCO may update these Terms from time to time. For material changes that adversely affect your rights, we will give you at least 30 days’ notice (by email and/or via the Services). If you do not agree to the updated Terms, you may terminate the Services before the effective date. Continued use of the Services after the effective date constitutes acceptance of the updated Terms.

20. General

20.1 Governing Law and Jurisdiction

This Agreement and any disputes arising out of or in connection with it (including non-contractual disputes) shall be governed by the law of England and Wales. The courts of England and Wales shall have exclusive jurisdiction.

20.2 Assignment

You may not assign or transfer this Agreement without BAPPCO’s prior written consent. BAPPCO may assign this Agreement to an affiliate or in connection with a merger, acquisition or sale of assets.

20.3 Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency or employment relationship.

20.4 Third-Party Rights

Except as expressly stated, no person other than the parties has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

20.5 Notices

Formal notices must be sent:

• to BAPPCO at [legal email] and [registered address]; and
• to you at the email and/or address associated with your Account.

Notices by email are deemed delivered when sent (unless a bounce-back is received).

20.6 Entire Agreement

This Agreement (including any Order Forms, Privacy Policy and AUP) constitutes the entire agreement between the parties and supersedes all prior agreements and understandings relating to its subject matter.

20.7 Severability

If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force. The invalid provision will be deemed modified to the minimum extent necessary to be valid and enforceable while best reflecting the parties’ intent.

20.8 No Waiver

Failure or delay in enforcing any right under this Agreement shall not constitute a waiver of that right.

Schedule 1 – Data Processing Details

1. Subject Matter
   Processing of Personal Data as necessary for BAPPCO to provide the Services (including AI Voice Services) to the Customer.
2. Duration
   For the term of the Agreement and any additional period needed for secure winding-down, backup, and legal retention.
3. Nature and Purpose of Processing

Depending on your configuration, this may include:

• hosting and storage of Customer Data on BAPPCO’s systems and those of its Sub-Processors;
• transmission and processing of calls, messages and interactions through AI Voice Services;
• logging, monitoring, security, analytics and support;
• where configured by Customer, automated decision-making and profiling (subject to clause 10).

4. Types of Personal Data

Depending on configuration, this may include:

• names, contact details and identifiers (telephone numbers, email addresses, account IDs);
• call recordings and transcripts;
• booking and appointment information;
• technical identifiers (IP addresses, device identifiers);
• any other Personal Data submitted or generated by Customer’s use of the Services.

5. Categories of Data Subjects

• Customer’s clients, prospects and end users (including callers);
• Customer’s employees, contractors and other personnel;
• any other individuals whose Personal Data is included in Customer Data.

6. Processing Instructions

BAPPCO will process Personal Data:

• only in accordance with this Agreement, any documented instructions in Order Forms, and your reasonable written instructions; and
• as necessary to comply with applicable laws.