Speak Terms of Service

    Version 2.0 | Effective date: 24 October 2026

    These Terms replace the Speak Terms of Service dated 1 January 2025.

    Key points. This box is a short summary for convenience only. The numbered clauses below are what count. (1) Speak is a trading name of Vidara, LLC, a Delaware limited liability company. (2) The Services are for businesses only, not consumers. (3) Monthly Plans renew automatically each month until you cancel; you can cancel at any time and the cancellation takes effect at the end of your current billing period. (4) You are responsible for making sure your calls are lawful, including consent, screening, AI disclosure and call-recording notices (clauses 11 and 11A). Calls and texts to US numbers are not available until we enable them for you in writing (clause 11A). (5) You own your data, scripts, recordings and outputs. We act as your processor and do not use your data to train AI models offered to other customers unless you opt in in writing (clauses 13 and 14). (6) Each party's liability is capped in the same way, at the fees paid and payable in the previous 12 months, with a small number of exceptions (clause 20). (7) English law applies and the courts of England and Wales have exclusive jurisdiction, unless you are based in the United States, in which case Delaware law and the Delaware state and federal courts apply (clause 28).

    Contents

    1. About these Terms and who we are

    1.1 These terms of service (the "Terms") set out the terms on which Vidara, LLC, a limited liability company formed in the State of Delaware, United States, whose address is 1111B S Governors Ave STE 37713, Dover, DE, USA, trading as "Speak" ("Speak", "we", "us" or "our"), provides the Services to the business that accepts these Terms (the "Customer", "you" or "your").

    1.2 "Speak" is a trading name of Vidara, LLC. Speak is not connected with any other business that uses the name "Speak", "Speak AI" or a similar name. No such business is a party to, or has any obligations or rights under, the Contract.

    1.3 You accept these Terms, and the Contract is formed, when you tick the acceptance box or click to accept at sign-up or checkout, sign or accept an Order that refers to these Terms, or first use the Services, whichever happens first. If you do not agree to these Terms, do not create an account or use the Services.

    1.4 Our website is https://www.speak.ad. You can contact us using the details in clause 29.

    2. Definitions and interpretation

    2.1 In these Terms the following words have the following meanings:

    "Account Data" means personal data about the Customer's personnel and Authorised Users that we process to manage the Customer's account and our relationship with the Customer, such as names, business contact details, login details, billing and payment information and support communications.

    "Affiliate" means, in relation to a party, any entity that controls, is controlled by or is under common control with that party, where "control" means the direct or indirect ownership of more than 50% of the voting rights or the power to direct its management and policies.

    "AI Agent" means an AI voice agent configured on the Platform by or for the Customer to make or receive calls.

    "Applicable Law" means all laws, regulations, regulatory requirements, codes of practice and binding guidance that apply to a party, the Services or the relevant activity, as amended from time to time.

    "Authorised User" means an employee, contractor or other individual whom the Customer (or its Affiliate) authorises to access and use the Services under the Customer's account.

    "Availability Target" has the meaning given in paragraph 1.2 of Schedule 1.

    "Beta Features" has the meaning given in clause 5.4.

    "Billable Talk Time" has the meaning given in clause 8.2.

    "Billing Period" means the period for which Subscription Fees are charged under the Customer's Plan, being one calendar month from the Start Date (and each month after that) unless the Order states otherwise.

    "Business Day" means a day other than a Saturday, Sunday or public holiday in England.

    "Call Data" means all audio, recordings, transcripts, summaries, call notes, call outcomes and call metadata (including telephone numbers, calling line identification, timestamps, duration and call status) that are created by or captured through the Services in connection with Customer Calls.

    "Calling Laws" has the meaning given in clause 11.2.

    "Committed Term" has the meaning given in clause 9.3.

    "Confidential Information" has the meaning given in clause 17.1.

    "Contract" has the meaning given in clause 4.1.

    "Customer Call" means any call made or received through the Services by or on behalf of the Customer, including any call handled by an AI Agent.

    "Customer Content" means Customer Data, Call Data and Outputs, together.

    "Customer Data" means all data and materials (including personal data) that the Customer, its Authorised Users or anyone acting for the Customer uploads, imports, submits or connects to the Services, including Scripts, contact lists, knowledge-base content, voice samples and data imported from Third-Party Services, but excluding Account Data and Usage Data.

    "Data Protection Laws" means all Applicable Law relating to data protection, privacy and electronic communications, including the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003 ("PECR"), the EU GDPR where it applies, US state privacy laws where they apply (including the California Consumer Privacy Act, as amended by the California Privacy Rights Act, and its regulations (the "CCPA")), and any equivalent laws of other countries to the extent they apply.

    "Documentation" means the user guides, help centre articles and other technical descriptions of the Services that we make available to the Customer, as updated from time to time.

    "End Caller" means any individual who speaks with, receives a call from, or places a call to an AI Agent, or whose telephone number is called through the Services.

    "EU GDPR" means Regulation (EU) 2016/679.

    "Export Period" has the meaning given in clause 23.2.

    "Feedback" means suggestions, comments, ideas or other feedback about the Services given by the Customer or its Authorised Users.

    "Fees" means the Subscription Fees, Usage Charges and any other charges payable by the Customer under the Contract.

    "Force Majeure Event" has the meaning given in clause 24.1.

    "Insolvency Event" has the meaning given in clause 22.1(b).

    "Intellectual Property Rights" means patents, rights to inventions, copyright and related rights, trade marks, business names, domain names, rights in designs, database rights, rights in confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered, anywhere in the world.

    "Order" means the online sign-up or checkout process by which the Customer selects a Plan, or an order form, quote or statement of work for the Services signed or accepted by both parties, in each case including the details of the Plan, Fees and any agreed variations.

    "Outputs" means any content generated by the Services for the Customer, including AI Agent speech, transcripts, summaries, call notes, research briefs, lead qualification results and Customer-specific analytics.

    "Plan" means the pricing plan selected by the Customer in the Order or at sign-up (for example pay-as-you-go, a monthly subscription, or an Enterprise plan), together with the features, usage limits, Fees, usage rates, billing increment and Availability Target that apply to it as described in the Order or, if not stated in the Order, on the Pricing Page at the time the Plan was selected (as updated under clause 8.11).

    "Platform" means Speak's web-based platform, applications, APIs and related software through which the Services are provided.

    "Pricing Page" means https://www.speak.ad/pricing or any replacement page.

    "Privacy Policy" means Speak's privacy notice published at https://www.speak.ad/privacy, as updated from time to time.

    "Scripts" means the prompts, scripts, instructions, conversation flows, campaign settings and other configuration that the Customer creates or provides to determine what AI Agents say and do.

    "Service Credit" has the meaning given in paragraph 4.1 of Schedule 1.

    "Services" means the Platform and the services we provide under the Contract as described in the Plan and the Documentation, which may include AI Agents for inbound and outbound calls, call recording and transcription, analytics, Integrations, Telephone Numbers and support.

    "Speak Technology" means the Platform, the Services, the Documentation and all software, models, voices in Speak's voice library, prompt templates, workflows, infrastructure and other technology used to provide the Services, and all improvements, modifications and derivative works of any of them, but excluding Customer Content.

    "Start Date" means the date the Contract is formed under clause 1.3, or any later start date stated in the Order.

    "Sub-processor" and "Customer Personal Data" have the meanings given in Schedule 2.

    "Subscription Fees" means the recurring fees for the Customer's Plan for each Billing Period, as stated in the Plan.

    "TCPA", "TPS" and "CTPS" have the meanings given in clause 11.2.

    "Telephone Numbers" has the meaning given in clause 12.1.

    "Term" means the period from the Start Date until the Contract terminates or expires.

    "Third-Party Service" means any product, service, platform or network that is not provided by Speak, including customer relationship management (CRM) systems, calendar and scheduling tools, lead enrichment tools, the Customer's own telephony systems, and public telephone networks; and "Integration" means a connection between the Services and a Third-Party Service.

    "Trial" has the meaning given in clause 7.1.

    "UK GDPR" has the meaning given in section 3(10) of the Data Protection Act 2018.

    "Usage Charges" means the charges for use of the Services that are calculated by reference to usage, including charges for Billable Talk Time and any other usage-based items stated in the Plan (such as additional concurrent lines or Telephone Numbers).

    "Usage Data" means technical and statistical information about the use and performance of the Services (such as latency, uptime, error rates, call counts and durations, and feature usage), but not the content of recordings or transcripts.

    2.2 In these Terms:

    (a) headings and the "Key points" box do not affect interpretation;

    (b) the words "including", "include", "for example" and similar words do not limit the words that come before them;

    (c) a reference to a law includes subordinate legislation made under it and that law as amended, extended or re-enacted from time to time;

    (d) "writing" and "written" include email but not other forms of electronic messaging unless stated;

    (e) a reference to a clause or Schedule is to a clause of, or Schedule to, these Terms, and the Schedules form part of these Terms;

    (f) words in the singular include the plural and vice versa; and

    (g) a reference to a party includes its successors and permitted assigns.

    3. Business use only

    3.1 The Services are provided only to businesses and other organisations acting for purposes relating to their trade, business, craft or profession. They are not offered to consumers.

    3.2 By accepting these Terms, the Customer warrants that:

    (a) it is acting wholly for business purposes and not as a consumer;

    (b) the individual who accepts these Terms on its behalf is at least 18 years old and has authority to bind the Customer to the Contract; and

    (c) the information it gives us at sign-up and during the Term (including its legal name, address and contact details) is accurate and complete, and it will keep that information up to date.

    3.3 We may ask for reasonable evidence of the Customer's business status and identity (for example a company registration number, VAT number or business website) at any time, including to meet the requirements of our telecommunications carriers.

    3.4 If we reasonably believe that an account has been opened by a consumer, we may refuse or close the account and will refund any Fees paid in advance for any period after closure. Nothing in these Terms affects any rights a person has that cannot be excluded or limited by law.

    4. The Contract and order of precedence

    4.1 The contract between Speak and the Customer (the "Contract") consists of:

    (a) any Order;

    (b) these Terms, including Schedule 1 (Service Levels) and Schedule 2 (Data Processing Schedule); and

    (c) the Privacy Policy, the Documentation and any other policies referred to in these Terms.

    4.2 If there is any conflict or inconsistency between the documents that make up the Contract, they take priority in the following order:

    (a) the Order;

    (b) Schedule 2 (Data Processing Schedule);

    (c) the main body of these Terms and Schedule 1 (Service Levels); and

    (d) the Privacy Policy, the Documentation and any other policies.

    4.3 Any terms that the Customer seeks to impose or incorporate, including terms in a purchase order, supplier portal or vendor registration process, do not form part of the Contract, even if we accept or sign that document, unless both parties expressly agree in a signed document that those terms apply.

    4.4 The Customer may allow its Affiliates to use the Services under its account as Authorised Users. The Customer is responsible for its Affiliates' use of the Services as if it were its own. An Affiliate of the Customer may also enter into its own Order with us, in which case that Affiliate is the "Customer" under that Order.

    5. The Services

    5.1 We will provide the Services to the Customer during the Term in accordance with the Contract and the Customer's Plan.

    5.2 Subject to the Customer's compliance with the Contract and payment of the Fees, we grant the Customer a non-exclusive, non-transferable, non-sublicensable right during the Term to access and use the Services, and to allow its Authorised Users to do so, for the Customer's internal business purposes (including communicating with its own customers, prospects and contacts) and within the limits of its Plan (such as the number of AI Agents, concurrent calls and languages).

    5.3 We will provide support through the channels stated for the Customer's Plan. Any support response times stated on the Pricing Page or in the Documentation are targets, not guarantees, unless the Order says otherwise.

    5.4 We may make features available that are identified as beta, preview, early access or similar ("Beta Features"). Beta Features are provided "as is", may be changed or withdrawn at any time, and are excluded from Schedule 1 and, to the extent permitted by law, from the warranties in clause 18.

    5.5 We may apply reasonable technical limits (such as rate limits and concurrency limits) and may temporarily throttle usage where necessary to protect the stability, security or lawful operation of the Services.

    6. Accounts and Authorised Users

    6.1 The Customer must provide accurate information when creating its account and must keep it up to date. Each business may hold only one account unless we agree otherwise.

    6.2 Each Authorised User must be at least 18 years old and must use their own login details, which must not be shared.

    6.3 The Customer is responsible for all activity that takes place under its account and for the acts and omissions of its Authorised Users as if they were its own.

    6.4 The Customer must keep its login details and API keys secure and confidential, use any security features we make available (such as multi-factor authentication), and tell us promptly at support@speak.ad if it becomes aware of any unauthorised access to or use of its account.

    7. Free trials

    7.1 We may offer a free trial of a Plan (a "Trial") for the trial period and/or with the trial call credit shown at sign-up. The Trial ends at the earlier of the end of the trial period and the time the trial credit is used up.

    7.2 Unless the Customer cancels before the Trial ends, the Trial will convert automatically into the paid Plan selected at sign-up, and we will start charging the Fees for that Plan, using the payment method the Customer has given us, from the day after the Trial ends. Where a Trial has a fixed end date, we will email the Customer a reminder at least 3 days before it converts. The Customer can cancel a Trial at any time before it ends through its account dashboard or by emailing support@speak.ad, and will not be charged.

    7.3 If the Customer has not given us a valid payment method by the time the Trial ends, the Services (other than access to the account and Customer Content) will be paused until the Customer selects a paid Plan and adds a payment method. If the Customer does not do so within 30 days after the Trial ends, we may close the account, and clause 23 will apply.

    7.4 During a Trial: (a) the Services are provided "as is" and Schedule 1 does not apply; (b) we may end the Trial at any time on notice; (c) subject to clause 20.1, our total liability to the Customer is limited to £100; and (d) all other provisions of these Terms apply, including clauses 10 to 14. Each Customer is entitled to one Trial unless we agree otherwise.

    8. Fees, usage charges and payment

    8.1 The Customer must pay the Fees for its Plan as set out in the Order or, if the Order does not set them out, on the Pricing Page at the time the Plan was selected (as updated under clause 8.11). The Fees may include:

    (a) Subscription Fees, which are charged for each Billing Period;

    (b) Usage Charges, including charges for Billable Talk Time above any usage credit included in the Plan; and

    (c) any other charges agreed in an Order (for example onboarding or custom work).

    8.2 "Billable Talk Time" means, for each Customer Call, the time from the moment the call is connected to an End Caller (that is, answered by a person on an outbound call, or connected to an AI Agent on an inbound call) until the call ends. Unless the Plan states otherwise, Billable Talk Time excludes ringing time, time on hold, and time connected to a voicemail service or answering machine.

    8.3 Billable Talk Time is measured separately for each Customer Call and is billed in the billing increment stated for the Customer's Plan in the Order or, if not stated there, on the Pricing Page. Any part of an increment is rounded up to the next full increment. Usage Charges for calls are calculated by multiplying Billable Talk Time by the rate for the Customer's Plan. Our system records of usage are evidence of the Billable Talk Time used, unless shown to be wrong.

    8.4 Where a Plan includes usage credit (for example call credit included in a monthly subscription), the credit is applied against Usage Charges in the Billing Period for which it is given. Unless the Plan states otherwise, unused credit expires at the end of that Billing Period, does not roll over, has no cash value and is not refundable. If the Customer upgrades its Plan part-way through a Billing Period, any credit and Subscription Fees for that period will be adjusted pro rata as described on the Pricing Page.

    8.5 All Fees are exclusive of VAT and any other sales, use or similar taxes, duties and levies, which the Customer must pay in addition at the applicable rate. Where the reverse-charge mechanism applies, the Customer must account for the VAT. If the Customer is required by law to withhold or deduct any tax from a payment, it must increase the payment so that we receive the amount we would have received without the withholding or deduction.

    8.6 Unless the Order states otherwise:

    (a) Subscription Fees are payable in advance at the start of each Billing Period;

    (b) Usage Charges are payable in arrears at the end of each Billing Period, or are deducted from prepaid or included credit as they are incurred; and

    (c) Fees are paid by card or another payment method we accept, processed by our payment provider Stripe. The Customer authorises us and Stripe to charge its payment method automatically for all Subscription Fees and Usage Charges as they fall due until the Contract ends.

    8.7 Where an Order provides for payment by invoice, the Customer must pay each invoice within the period stated in the Order or, if none is stated, within 14 days of the invoice date.

    8.8 The Customer must keep its payment details up to date. If a payment fails, we may retry the payment method and will notify the Customer.

    8.9 If the Customer disputes any charge in good faith, it should tell us in writing within 60 days of the charge, giving its reasons, and must pay any undisputed amount on time. The parties will try to resolve the dispute promptly and in good faith, and we will not charge interest on, or suspend the Services for non-payment of, an amount disputed in good faith while the dispute is being discussed. Before starting a chargeback, the Customer will raise the charge with us under this clause and give us at least 14 days to resolve it, unless it reasonably suspects fraud or unauthorised use of its payment method.

    8.10 If any amount is not paid by its due date:

    (a) we may charge interest on the overdue amount at the rate applicable under the Late Payment of Commercial Debts (Interest) Act 1998 or, where that Act does not apply, at 4% a year above the Bank of England's base rate from time to time. Interest accrues daily from the due date until payment, before or after judgment; and

    (b) if the amount remains unpaid 7 days after we notify the Customer that it is overdue, we may suspend the Services under clause 21.2.

    8.11 We may change the Fees, usage rates or other pricing for a Plan by giving the Customer at least 30 days' written notice. A change takes effect from the start of the first Billing Period beginning after the notice period ends or, for an annual Plan, from the next renewal. If the Customer does not accept the change, it may cancel under clause 9 before the change takes effect and will not pay the new pricing. Pricing that is fixed for a stated period in an Order will not change during that period.

    8.12 The Customer may upgrade its Plan at any time, with effect from the upgrade. A downgrade takes effect from the start of the next Billing Period. A downgrade may reduce features, limits or data retention periods, and the Customer is responsible for exporting any Customer Content it wishes to keep before the downgrade takes effect.

    8.13 Fees are non-refundable, and no refunds or credits are given for partial Billing Periods, unused credit, unused Telephone Numbers or downgrades, except: (a) Service Credits under Schedule 1; (b) refunds expressly provided for in clauses 3.4, 9.4, 18.2, 19.4, 22.4, 24.3 and 25.3 and paragraph 6.3 of Schedule 2; or (c) where a refund is required by law.

    9. Term, renewal and cancellation

    9.1 The Contract starts on the Start Date and continues until it is terminated in accordance with these Terms.

    9.2 Monthly and pay-as-you-go Plans. Unless the Order states a fixed term, the Customer's Plan renews automatically at the end of each Billing Period for a further Billing Period, at the Fees then applicable to the Plan, until it is cancelled. The Customer may cancel at any time through its account dashboard or by emailing support@speak.ad. Cancellation takes effect at the end of the Billing Period in which it is made, and the Services will continue until then. The Customer must pay all Usage Charges incurred up to the end of that Billing Period.

    9.3 Annual Plans. Where an Order provides for an annual Plan, the Plan has an initial term of 12 months (or any other period stated in the Order) from the Start Date (the "Committed Term"). It then renews automatically for successive periods of 12 months, each of which is also a Committed Term, unless either party gives the other at least 30 days' written notice before the end of the current Committed Term that it does not wish to renew. Where an annual Plan is billed in instalments, the Customer remains liable for the Subscription Fees for the whole Committed Term.

    9.4 We may cancel a monthly or pay-as-you-go Plan for any reason by giving the Customer at least 30 days' written notice, and will refund any Fees paid in advance for any period after cancellation takes effect.

    9.5 Clauses 22 and 23 also apply to termination of the Contract.

    10. Your responsibilities

    10.1 The Customer must:

    (a) use the Services in accordance with the Contract, the Documentation and Applicable Law;

    (b) take sole responsibility for its Customer Data, Scripts, AI Agent configuration, contact lists and calling campaigns;

    (c) ensure that it has all rights, licences, consents, notices and lawful bases needed for it to provide Customer Data to us, to connect Third-Party Services, and for us to process Customer Content as described in the Contract;

    (d) test each AI Agent and Script before using it with End Callers, monitor Customer Calls on an ongoing basis, and review Outputs before relying on them;

    (e) give End Callers a way to contact the Customer, to opt out, and to raise complaints, and deal with those contacts promptly;

    (f) hold and comply with any licences, authorisations or registrations required for its business and its calling activity (for example authorisation from the Financial Conduct Authority, or telemarketer registrations in US states);

    (g) provide us with information and co-operation that we reasonably need to provide the Services or to respond to a carrier, regulator or complaint; and

    (h) keep its own copies of any Customer Content it needs, using the export tools we provide.

    10.2 We are not responsible for any delay or failure to perform the Services to the extent it is caused by the Customer's failure to comply with the Contract.

    11. Acceptable use and calling compliance

    11.1 Responsibility for calls. As between the parties, the Customer decides who is called, when, why and how often, and what each AI Agent says and does (including through its Scripts, knowledge base and choice of voice). The Customer is the person who makes, instigates or initiates each Customer Call for the purposes of the Calling Laws. Speak provides the technology and does not choose the recipients or the content of the Customer's campaigns. Any compliance features we provide (such as do-not-call checks, opt-out handling or calling-hours controls) are tools to help the Customer; they do not transfer responsibility for compliance to us, and we do not give legal advice.

    11.2 Calling Laws. The Customer must comply, and must ensure that every Customer Call complies, with all Applicable Law that applies to calls, call recording, direct marketing, consumer protection and the use of AI (together, the "Calling Laws"), including where relevant:

    (a) in the United Kingdom: PECR (including its rules on automated calling systems, unsolicited live marketing calls, screening against the Telephone Preference Service ("TPS") and Corporate Telephone Preference Service ("CTPS"), identifying the caller and calling line identification), the UK GDPR and the Data Protection Act 2018, the Communications Act 2003 and Ofcom's General Conditions of Entitlement, Ofcom's statement of policy on the persistent misuse of an electronic communications network or service (including its rules on abandoned and silent calls), Ofcom's guidance on calling line identification, the Digital Markets, Competition and Consumers Act 2024, and any sector-specific rules that apply to the Customer (such as Financial Conduct Authority rules and the restrictions on cold calling about pensions and claims management services);

    (b) in the European Union and European Economic Area: the EU GDPR, national laws implementing the ePrivacy Directive, consumer protection laws and, where applicable, Regulation (EU) 2024/1689 (the EU AI Act);

    (c) for calls to or from the United States: the Telephone Consumer Protection Act ("TCPA") and the Federal Communications Commission's rules (including 47 C.F.R. § 64.1200 and the FCC's ruling that calls using AI-generated voices are calls using an "artificial" voice under the TCPA), the Telemarketing Sales Rule, the National Do Not Call Registry, the Truth in Caller ID Act, and state telemarketing, do-not-call, call-recording and AI-disclosure laws; and

    (d) equivalent laws in every other country in which End Callers are located or from which Customer Calls are made.

    11.3 Consent, screening and opt-outs. Before making any outbound Customer Call, the Customer must:

    (a) have a lawful basis and every consent required for the call, including prior express consent (and, for telemarketing, prior express written consent) for calls using an artificial or AI-generated voice to US numbers, and prior consent for direct marketing calls made using automated calling systems under PECR;

    (b) screen the numbers to be called against the TPS and CTPS registers before making unsolicited live direct marketing calls to UK numbers (unless the person has specifically told the Customer that they do not object to its calls), and against the US National Do Not Call Registry and applicable state lists for US telemarketing calls, as often as the Calling Laws require (for example, at least every 28 days for TPS and CTPS and at least every 31 days for the US National Do Not Call Registry);

    (c) keep its own internal do-not-call and suppression list, and honour opt-out requests promptly and within any period required by the Calling Laws; and

    (d) keep records of consents, screening and opt-outs for as long as the Calling Laws require, and give us copies within 5 Business Days of our request.

    11.4 AI disclosure. The Customer must ensure that each End Caller is told that they are speaking with an AI system:

    (a) at the start of each call (this is also required by Applicable Law in many cases, including for calls within the scope of US rules on artificial and AI-generated voices and the transparency requirements of the EU AI Act); and

    (b) clearly and truthfully, whenever an End Caller asks whether they are speaking with a person or a machine.

    The Customer must not configure or instruct an AI Agent to claim or suggest that it is a human. Each call must also identify, at the start of the call, the business on whose behalf it is made and, where required by the Calling Laws, give a contact telephone number or address.

    11.5 Call recording and transcription. Where Customer Calls are recorded or transcribed (including under default settings), the Customer must:

    (a) tell End Callers at the start of the call that the call will be recorded and/or transcribed, and why;

    (b) obtain any consent required by the Calling Laws (including in places that require the consent of all parties to a call);

    (c) stop recording or end the call where the Calling Laws require this if an End Caller objects; and

    (d) give End Callers the privacy information required by Data Protection Laws (including Articles 13 and 14 of the UK GDPR), for example by referring them to the Customer's privacy notice.

    The Customer is responsible for its recording, transcription and retention settings.

    11.6 Caller ID. The Customer must present a valid, dialable calling line identity that it is authorised to use and that identifies the Customer (or the business on whose behalf the call is made). The Customer must not withhold, spoof or falsify caller ID, and must comply with Ofcom's rules on calling line identification and with the Truth in Caller ID Act and caller ID authentication requirements in the United States.

    11.7 Calling practices. The Customer must:

    (a) call only at times permitted by the Calling Laws (for example, between 8am and 9pm in the called person's local time for US telemarketing) and at reasonable times;

    (b) keep abandoned and silent calls within the limits set by Ofcom and other regulators;

    (c) avoid making repeated calls that are likely to cause annoyance, inconvenience or anxiety;

    (d) give End Callers a simple way to opt out of further calls during each marketing call; and

    (e) configure AI Agents to end a call promptly when an End Caller asks, and to offer a route to a human or another contact method where an End Caller requests it and it is practicable.

    11.8 Prohibited uses. The Customer must not, and must ensure that its Authorised Users and anyone acting for it do not, use the Services to:

    (a) contact or attempt to contact emergency services, or rely on the Services as a substitute for emergency calling (see clause 12.6);

    (b) impersonate any person, business, government body or regulator, or misrepresent the identity of the caller, the business on whose behalf a call is made, or the purpose of a call;

    (c) make deceptive, misleading or fraudulent calls, including scams, phishing, or obtaining payment details, passwords or other information by deception;

    (d) create or use a synthetic voice that clones or imitates the voice of a real, identifiable person without that person's prior, explicit, written consent (which the Customer must keep a record of and provide to us on request);

    (e) harass, threaten, abuse, intimidate or discriminate against any person, or make offensive or nuisance calls;

    (f) make robocalls, mass unsolicited calls or high-volume "blast" campaigns in breach of the Calling Laws, or call numbers that were obtained without a lawful basis;

    (g) target, or knowingly call, vulnerable people (for example people who are elderly, bereaved, in financial difficulty or with a cognitive impairment) for high-pressure sales, or use aggressive, coercive or undue pressure in any call. The Customer must configure AI Agents to stop a sales conversation and offer an alternative where there are signs that an End Caller may be vulnerable;

    (h) knowingly make marketing calls to, or collect personal data from, children under 18;

    (i) request, collect or process special category personal data (such as data about health, racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic or biometric data used for identification, sex life or sexual orientation), criminal offence data, payment card numbers or government identification numbers through the Services, unless we have agreed in writing that the Customer may do so (and, for health data, clause 11.10 applies);

    (j) make or generate content that is unlawful, infringing, defamatory, obscene, hateful, or that promotes violence, terrorism or the sexual exploitation of children;

    (k) make election or political calls in breach of Applicable Law;

    (l) bypass, disable or interfere with any compliance feature, rate limit, security measure or monitoring we use, or use multiple accounts to avoid limits;

    (m) reverse engineer, decompile or disassemble the Speak Technology (except to the extent the law allows despite this restriction), copy, frame or scrape the Platform, or use the Services to build or train a competing product or service;

    (n) introduce malware, attack, overload or disrupt the Services or any network; or

    (o) resell, sublicense, white-label or provide the Services to any third party, unless an Order expressly permits this.

    11.9 High-risk use. The Services are not designed for life-critical or emergency use. The Customer must not use AI Agents to give medical diagnosis or treatment, or legal or financial advice, without appropriate qualified human oversight, or to make decisions that produce legal or similarly significant effects for individuals without meaningful human review.

    11.10 Healthcare data. The Customer must not use the Services to process patient data, protected health information (as defined under the US Health Insurance Portability and Accountability Act of 1996) or other health data unless the Customer and Speak have signed a separate written agreement (such as a business associate agreement or healthcare data processing agreement) that expressly covers that use. Without such an agreement, we do not represent that the Services are suitable for any healthcare-specific legal or regulatory regime.

    11.11 Our rights. We may (but are not obliged to) monitor usage patterns and call metadata (such as call volumes, answer and abandonment rates, complaint and opt-out rates, carrier blocks and spam labelling) and, where reasonably necessary to investigate a suspected breach of this clause 11, a complaint, a legal or regulatory request or a security issue, review Call Data in accordance with Schedule 2. We may ask the Customer for evidence of compliance (including consent records), require changes to Scripts or campaigns, suspend Services under clause 21, and report suspected unlawful activity to regulators, law enforcement or carriers where required by law or where we reasonably consider it appropriate. We do not take on responsibility for the Customer's compliance by doing any of these things.

    11.12 Complaints and investigations. Each party must tell the other promptly if it receives a complaint, regulatory enquiry, investigation or claim relating to Customer Calls, and the parties will co-operate reasonably in responding to it.

    11.13 Any breach of this clause 11 is a material breach of the Contract.

    11A. United States calling and messaging

    11A.1 Not yet available. Outbound calls and text messages to telephone numbers in the United States (including its territories) are not available as part of the Services until Speak confirms in writing, in an Order or by email from phil@speak.ad, that they are enabled for the Customer's account. Until then, the Customer must not use the Services to make outbound calls or send text messages to US telephone numbers. When enabling them, Speak may set reasonable conditions, such as carrier registration (for example A2P 10DLC registration for text messages) and evidence of the Customer's consent and screening processes.

    11A.2 Customer responsibility. Where US calling or texting is enabled, and for any calls with End Callers in the United States, the Customer is responsible for complying with all US Calling Laws, including:

    (a) the TCPA and the FCC's rules, including the consent requirements for calls and text messages made using an artificial or AI-generated voice or an automatic telephone dialing system;

    (b) the Telemarketing Sales Rule;

    (c) state telemarketing laws and state "mini-TCPA" laws (such as those in Florida, Oklahoma and Maryland), including state telemarketer registration and bonding requirements and limits on calling hours and call frequency;

    (d) state call-recording and wiretap laws, including those that require the consent of all parties to a call (such as California, Florida, Illinois, Maryland, Massachusetts, Montana, New Hampshire, Pennsylvania and Washington). The Customer must make sure that each End Caller is told that the call is recorded, and gives any consent required, before recording starts;

    (e) the National Do Not Call Registry, state do-not-call lists and the Customer's own internal do-not-call list; and

    (f) state laws on disclosing the use of AI or automated voices.

    11A.3 Speak's tools and do-not-contact list. Speak will provide the compliance features described in the Documentation with reasonable skill and care, but they do not replace the Customer's own compliance (see clause 11.1). Speak operates a platform-wide do-not-contact list: a telephone number that opts out of calls or text messages sent through Speak, by replying STOP or by asking on a call not to be contacted again, is blocked for all customers. The Customer must not try to bypass it.

    12. Telephone numbers, carriers and emergency calls

    12.1 We may provide telephone numbers for use with the Services ("Telephone Numbers") through our telecommunications carrier partners. The Customer must provide any identity, address and business information that carriers or regulators require before Telephone Numbers can be allocated or used.

    12.2 The Customer does not own the Telephone Numbers we provide. The Customer may use them during the Term, subject to the rules of the relevant carriers and regulators (including Ofcom's numbering rules). We may need to change or withdraw a Telephone Number if a carrier or regulator requires it, and will give as much notice as reasonably practicable.

    12.3 Where the Services allow the Customer to use its own telephone numbers or telephony systems, the Customer warrants that it is entitled to use them in that way.

    12.4 If the Customer asks us in writing before the Contract ends, or within the Export Period, we will use reasonable efforts to port Telephone Numbers to another provider where this is technically possible and permitted by the relevant carrier and regulator, subject to payment of all amounts due and any porting charges. Otherwise, Telephone Numbers may be reclaimed and reassigned after the Contract ends.

    12.5 Carriers, networks and third-party call-labelling services may block calls or label numbers (for example as "Spam Likely") using criteria we do not control. We are not responsible for such blocking or labelling, or for its effect on answer rates.

    12.6 Emergency calls. The Services do not support calls to emergency services (including 999, 112 and 911), and AI Agents cannot reliably detect or respond to emergencies. The Customer must make sure that its Authorised Users and End Callers have other means of contacting emergency services, and must configure inbound AI Agents to tell any caller who indicates an emergency to hang up and call the emergency services.

    13. Data protection

    13.1 In this clause 13 and Schedule 2, "controller", "processor", "personal data", "processing" and "data subject" have the meanings given in the Data Protection Laws.

    13.2 Customer Content. For personal data contained in Customer Data, Call Data and Outputs that we process on the Customer's behalf in providing the Services, the Customer is the controller (or a processor acting for its own client) and Speak is the Customer's processor (or sub-processor). Schedule 2 applies to that processing and forms the contract required by Article 28 of the UK GDPR and, where applicable, the EU GDPR.

    13.3 Speak as controller. Speak is an independent controller of Account Data, Usage Data and service usage analytics, and of personal data it needs to process to protect the Services, prevent fraud and misuse, and comply with its own legal obligations. Speak processes that data as described in its Privacy Policy.

    13.4 The Customer is responsible for having a lawful basis for its processing, for giving End Callers and other data subjects the information required by Data Protection Laws, for carrying out any data protection impact assessment that its use of the Services requires, and for ensuring that its instructions to us comply with Data Protection Laws.

    13.5 Each party will comply with the Data Protection Laws that apply to it in connection with the Contract.

    14. AI models, training and outputs

    14.1 No training for other customers. Speak does not use Customer Data, Call Data or Outputs to train, fine-tune or otherwise improve any AI model that is made available to any other customer or third party, unless the Customer opts in in writing (for example in a signed Order or through an account setting that clearly describes the use). The Customer may withdraw its opt-in at any time, with effect for the future.

    14.2 Customer-specific improvement. As part of providing the Services on the Customer's instructions, we may use Customer Content to configure, personalise and improve the AI Agents used only for the Customer (for example by updating its knowledge base or optimising its Scripts).

    14.3 Aggregated metrics. We may create and use aggregated, de-identified usage and performance metrics (such as latency, call durations, answer rates, error rates and feature usage) to operate, secure, maintain and improve the Services. These metrics will not include recordings, transcripts or the content of Customer Calls, and will not identify the Customer, any End Caller or any other individual. We will not attempt to re-identify them.

    14.4 Third-party AI and telephony providers. We use third-party providers of telephony services and AI models (such as large language models, speech recognition and speech synthesis) as Sub-processors under Schedule 2. We will select and configure those Sub-processors so that: (a) where the provider makes the option available to Speak, Customer Content is not used to train or improve the provider's general models (meaning models that the provider makes available to its other customers or to the public); and (b) where the provider offers retention controls, or zero or limited data retention, that are compatible with the Services, we use them to limit how long the provider keeps Customer Content. On request, we will tell the Customer, for each of those Sub-processors, whether these restrictions apply and how. This clause 14.4 does not limit clause 14.1 or Schedule 2.

    14.5 Accuracy of outputs. AI Agents and Outputs are generated by probabilistic systems. They may be inaccurate, incomplete, inappropriate or inconsistent, and transcripts may contain errors. Research and enrichment data may come from public and third-party sources and may be out of date. The Customer must supervise its AI Agents, review Outputs before relying on them, and remains responsible for its decisions and actions.

    14.6 Voices. Voices in Speak's voice library are licensed to the Customer only for use within the Services during the Term. Where the Customer provides voice samples to create a custom voice, the Customer warrants that it has the explicit written consent of the person whose voice is used, and must provide evidence of that consent on request. We will use a custom voice created from the Customer's samples only for the Customer, and will delete it in accordance with clause 23 or earlier on the Customer's written request.

    15. Intellectual property

    15.1 Speak and its licensors own all Intellectual Property Rights in the Speak Technology, including improvements made using Feedback and the aggregated metrics described in clause 14.3. Except for the rights expressly granted in clause 5.2, the Contract does not give the Customer any rights in the Speak Technology.

    15.2 The Customer (or its licensors) owns all Intellectual Property Rights in Customer Data, Scripts, Call Data (including recordings) and Outputs generated for the Customer. To the extent Speak acquires any rights in Outputs, Speak assigns those rights to the Customer, except for any Speak Technology contained in them. Because of the nature of AI, Outputs generated for the Customer may be similar to outputs generated for others, and this clause does not give the Customer rights in other people's outputs.

    15.3 The Customer grants Speak and its Sub-processors a non-exclusive, worldwide, royalty-free licence, for the Term and for any period after the Term needed to comply with clause 23 or Applicable Law, to host, copy, process, transmit, display and modify Customer Content solely to provide, secure and support the Services, to comply with Applicable Law, and as otherwise permitted by clause 14 and Schedule 2.

    15.4 The Customer grants Speak a perpetual, irrevocable, worldwide, royalty-free licence to use and incorporate any Feedback for any purpose, without obligation to the Customer. Feedback does not include Customer Content.

    15.5 We will not use the Customer's name, logo or any testimonial from the Customer in our marketing without the Customer's prior written consent.

    16. Third-party services and integrations

    16.1 The Services may allow the Customer to connect Third-Party Services, such as CRM systems, calendar and scheduling tools, lead enrichment tools or its own telephony. Third-Party Services are provided by third parties under their own terms and privacy policies. The Customer is responsible for accepting and complying with those terms, and its relationship with each Third-Party Service provider is directly with that provider.

    16.2 By enabling an Integration, the Customer instructs us to access, send and receive Customer Content to and from that Third-Party Service as needed for the Integration to work. A Third-Party Service chosen by the Customer is not our Sub-processor, and we are not responsible for data once it has been transmitted to that Third-Party Service at the Customer's instruction.

    16.3 Customer Calls are carried over public telephone networks and through telecommunications carriers and network operators that we do not control.

    16.4 We are not responsible or liable for the acts or omissions, availability, outages, security, performance, or changes (including changes to or withdrawal of APIs) of any Third-Party Service, telecommunications carrier or network. We may withdraw an Integration if the Third-Party Service provider changes its terms or stops making it available. This clause 16 does not limit our responsibility for our own Sub-processors under Schedule 2.

    17. Confidentiality

    17.1 "Confidential Information" means all information disclosed by or on behalf of one party (the "discloser") to the other party (the "recipient") in connection with the Contract that is marked as confidential or that a reasonable person would consider confidential, including the terms of any Order, Customer Content, and non-public information about the Speak Technology, pricing and business plans.

    17.2 The recipient must: (a) use the discloser's Confidential Information only to perform its obligations and exercise its rights under the Contract; (b) not disclose it to anyone except its and its Affiliates' employees, officers, contractors, Sub-processors and professional advisers who need to know it for those purposes and who are bound by confidentiality obligations no less protective than this clause 17; and (c) protect it with at least the degree of care it uses for its own confidential information, and no less than reasonable care.

    17.3 Clause 17.2 does not apply to information that: (a) is or becomes public other than through the recipient's breach; (b) the recipient already lawfully knew without a duty of confidence; (c) the recipient lawfully receives from a third party without a duty of confidence; or (d) the recipient develops independently without using the discloser's Confidential Information.

    17.4 The recipient may disclose Confidential Information to the extent required by law, a court, a regulator or a stock exchange, provided that, where lawful, it gives the discloser as much prior notice as is reasonably practicable and discloses only what is required.

    17.5 On termination, and subject to clause 23 and Schedule 2, the recipient must return or destroy the discloser's Confidential Information on request, except copies that it must keep by law or that are held in routine backups (which remain subject to this clause 17).

    17.6 This clause 17 continues for 5 years after the Contract ends, and indefinitely for trade secrets and Customer Content.

    18. Warranties and disclaimers

    18.1 Speak warrants that:

    (a) it will provide the Services with reasonable skill and care; and

    (b) the Platform will perform materially in accordance with the Documentation during the Term.

    18.2 If the Customer notifies us of a breach of clause 18.1, we will use reasonable efforts to correct it or provide an alternative way of achieving the same result. If we cannot do so within a reasonable time, the Customer may terminate the affected Services by written notice and we will refund any Fees paid in advance for the affected Services for any period after termination. Subject to clause 20.1, this clause 18.2 sets out the Customer's sole and exclusive remedy for breach of clause 18.1(b).

    18.3 The warranties in clause 18.1 do not apply to any failure caused by Customer Content, use of the Services other than in accordance with the Contract and the Documentation, Third-Party Services, Trials, Beta Features, or changes not made by us.

    18.4 The Customer acknowledges that, as described in clause 14.5, Outputs may be inaccurate. We do not warrant that Outputs will be accurate, complete or suitable for the Customer's purposes, that the Services will be uninterrupted or error-free (except as set out in Schedule 1), or that use of the Services will ensure that the Customer complies with the Calling Laws or any other law.

    18.5 Unless expressly agreed in an Order or another document signed by Speak, we make no representation that the Services are certified, accredited or attested under any security, privacy, industry or regulatory standard or framework, or that they meet the requirements of any sector-specific regulation.

    18.6 Except as expressly set out in the Contract, and to the fullest extent permitted by law, all warranties, conditions and other terms implied by statute, common law or otherwise (including as to satisfactory quality and fitness for purpose) are excluded.

    18.7 The Customer warrants that it has the rights, consents and authority needed to enter into the Contract, to provide Customer Content to us, and to use the Services as it does.

    19. Indemnities

    19.1 Customer indemnity. The Customer will indemnify Speak, its Affiliates and their respective officers, employees and contractors (the "Speak Indemnified Parties") against all losses, damages, liabilities, fines and penalties (to the extent the law allows them to be indemnified), costs (including reasonable legal fees) and expenses arising out of any third-party claim, complaint, regulatory investigation or enforcement action, to the extent it arises from:

    (a) Customer Calls or text messages made through the Services in breach of clause 11, clause 11A or the Calling Laws by the Customer or its Authorised Users, including any failure to obtain consent, screen numbers, disclose the use of AI, or give call-recording notice;

    (b) any claim that Customer Content infringes the rights of a third party or was collected or used unlawfully; or

    (c) the Customer's breach of Data Protection Laws, or any instruction from the Customer to us that breaches Data Protection Laws.

    The Customer does not have to indemnify the Speak Indemnified Parties to the extent the claim arises from Speak's breach of the Contract, negligence or wilful misconduct, or from Speak's failure to follow the Customer's lawful instructions.

    19.2 Speak IP indemnity. Speak will defend the Customer against any claim by a third party that the Customer's use of the Platform in accordance with the Contract infringes that third party's copyright, trade mark, database right or patent enforceable in the United Kingdom, the European Economic Area or the United States (an "IP Claim"), and will indemnify the Customer against damages and costs finally awarded against it, or agreed in a settlement approved by Speak, in respect of the IP Claim, together with reasonable legal costs.

    19.3 Clause 19.2 does not apply to any IP Claim to the extent it arises from: (a) Customer Content (including Scripts, voice samples, and Outputs to the extent generated from the Customer's inputs); (b) any modification of the Services not made by or for Speak; (c) the combination of the Services with any product, service, data or process not provided by Speak; (d) use of the Services other than in accordance with the Contract and the Documentation; (e) continued use after we have notified the Customer to stop because of an IP Claim and offered a remedy under clause 19.4; (f) Third-Party Services; (g) Trials or Beta Features; or (h) the Customer's breach of the Contract.

    19.4 If an IP Claim is made or we reasonably believe one is likely, we may, at our option and cost: (a) obtain the right for the Customer to continue using the Services; (b) modify or replace the Services so that they do not infringe, without materially reducing their functionality; or (c) if neither of those options is reasonably available, terminate the affected Services on written notice and refund any Fees paid in advance for the affected Services for any period after termination. This clause 19 sets out the Customer's sole and exclusive remedy, and Speak's entire liability, for any infringement of third-party Intellectual Property Rights.

    19.5 A party seeking an indemnity under this clause 19 must: (a) notify the indemnifying party promptly in writing of the claim; (b) give the indemnifying party sole control of the defence and settlement of the claim, except that the indemnifying party must not settle any claim in a way that imposes an obligation or admission on the indemnified party without its consent (not to be unreasonably withheld), and the indemnified party may conduct its own response to any regulator; (c) give reasonable co-operation at the indemnifying party's cost; (d) make no admission of liability without the indemnifying party's consent; and (e) take reasonable steps to mitigate its losses.

    20. Limitation of liability

    20.1 Nothing in the Contract limits or excludes either party's liability for:

    (a) death or personal injury caused by its negligence or the negligence of its employees, agents or subcontractors;

    (b) fraud or fraudulent misrepresentation; or

    (c) any other liability that cannot be limited or excluded under Applicable Law.

    20.2 Subject to clause 20.1, neither party is liable to the other, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any:

    (a) loss of profits;

    (b) loss of revenue or sales;

    (c) loss of business, contracts or opportunity;

    (d) loss of anticipated savings;

    (e) loss of goodwill or damage to reputation;

    (f) loss or corruption of data, except that this does not exclude the reasonable cost of restoring data from the most recent backup; or

    (g) indirect or consequential loss,

    in each case whether or not foreseeable. Losses in paragraphs (a) to (f) are excluded whether they are direct or indirect. This clause 20.2 does not limit the Customer's obligation to pay the Fees or either party's liability under clause 19 for amounts payable to a third party.

    20.3 Subject to clause 20.1, Speak is not liable for: (a) any fine, penalty, damages or other amount arising from the Customer's campaigns or from any breach of the Calling Laws by the Customer or its Authorised Users, except to the extent caused by Speak's breach of the Contract; (b) the blocking or labelling of calls or Telephone Numbers described in clause 12.5; or (c) the acts, omissions or unavailability of Third-Party Services described in clause 16.4.

    20.4 Subject to clauses 20.1 and 20.5, each party's total aggregate liability arising out of or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the total Fees paid and payable by the Customer under the Contract in the 12 months immediately before the date on which the first claim arose (or, if greater, £100 or its equivalent in the currency in which the Fees are charged). This limit applies in the same way to both parties. Service Credits paid or credited count towards Speak's limit.

    20.5 The limit in clause 20.4 does not apply to: (a) the Customer's obligation to pay the Fees; (b) the Customer's liability under clause 19.1(a) or 19.1(b); or (c) Speak's liability under clause 19.2. Each party's other liability under clause 19, and each party's liability for breach of Data Protection Laws or Schedule 2, is subject to the limit in clause 20.4.

    20.6 Service Credits are the Customer's sole and exclusive remedy for any failure to meet the Availability Target, as set out in Schedule 1.

    20.7 The Customer acknowledges that the Fees reflect the allocation of risk in this clause 20, that the limitations in it are reasonable, and that different terms may be available under an Order for an Enterprise Plan at a different price.

    21. Suspension

    21.1 We may suspend all or part of the Services (including particular campaigns, AI Agents or Telephone Numbers) immediately, telling the Customer as soon as reasonably practicable, if we reasonably believe that:

    (a) the Customer is using the Services for unlawful calling or in breach of clause 11 or 12;

    (b) suspension is necessary to prevent harm to End Callers, Speak, our carriers, other customers or the Services, including a security threat;

    (c) a carrier, regulator, law enforcement authority or court requires or requests it;

    (d) the Customer's account has been compromised; or

    (e) an Insolvency Event has occurred in relation to the Customer.

    21.2 We may suspend the Services if any amount remains unpaid 7 days after we notify the Customer that it is overdue, as set out in clause 8.10.

    21.3 We will limit any suspension in scope and duration to what is reasonably necessary, and will restore the Services promptly once the reason for the suspension has been resolved. Where it is lawful and reasonably practicable, and the risk does not need immediate action, we will tell the Customer before suspending and give it a reasonable opportunity to fix the issue. Fees continue to be payable during any suspension under clause 21.1(a), 21.1(e) or 21.2, or any other suspension caused by the Customer or its Authorised Users. For any other suspension, we will credit the Subscription Fees for the period of the suspension pro rata.

    21.4 We are not liable for any loss caused by a suspension made in good faith and in accordance with this clause 21.

    22. Termination

    22.1 Either party may terminate the Contract (or the affected Order) immediately by written notice to the other if the other party:

    (a) commits a material breach of the Contract that cannot be remedied or, if it can be remedied, does not remedy it within 30 days after receiving written notice describing the breach and requiring it to be remedied; or

    (b) suspends or threatens to suspend payment of its debts, is unable to pay its debts as they fall due, enters into any arrangement or composition with its creditors, has an administrator, receiver, liquidator or similar officer appointed, becomes subject to a moratorium, files for protection under Chapter 7 or Chapter 11 of the US Bankruptcy Code, ceases to carry on business, or is subject to any equivalent event in any jurisdiction (an "Insolvency Event").

    22.2 We may terminate the Contract immediately by written notice if:

    (a) the Customer uses the Services for unlawful calling or commits a serious or repeated breach of clause 11;

    (b) any amount remains unpaid more than 30 days after we suspend the Services under clause 21.2;

    (c) the Customer becomes subject to sanctions as described in clause 26.2, or continuing to provide the Services would breach Applicable Law; or

    (d) a carrier or regulator requires us to stop providing the Services to the Customer.

    22.3 The Customer may also cancel or terminate under clause 9.2, clause 18.2, clause 19.4, clause 24.3, clause 25.3 or paragraph 6.3 of Schedule 2.

    22.4 If the Customer terminates under clause 22.1, we will refund any Fees paid in advance for any period after termination.

    23. Effects of termination

    23.1 When the Contract ends for any reason:

    (a) the Customer's right to use the Services ends, except as set out in clause 23.2;

    (b) all Fees accrued and Usage Charges incurred up to the date of termination become immediately due;

    (c) if we terminate under clause 22.1 or 22.2, or the Customer terminates other than under clause 18.2, 19.4, 22.1, 24.3, 25.3 or paragraph 6.3 of Schedule 2 or by giving notice of non-renewal under clause 9.3, any remaining Subscription Fees for the current Committed Term also become immediately due; and

    (d) each party must return or destroy the other's Confidential Information in accordance with clause 17.5.

    23.2 For 30 days after the Contract ends (the "Export Period"), we will make Customer Content available for the Customer to export using the export tools in the Platform or, on request, in a commonly used, machine-readable format, provided the Customer has paid all undisputed Fees. During the Export Period we may restrict the account to export-only access. Where we have terminated under clause 22.2(a), we may provide the export ourselves on request rather than giving access to the Platform.

    23.3 After the Export Period ends, we will delete Customer Content within a further 30 days, except that: (a) copies held in backups will be deleted in the ordinary course within 90 days; and (b) we may keep Customer Content where Applicable Law requires it, or where reasonably necessary to establish, exercise or defend legal claims or to respond to a regulator. Any Customer Content we keep remains subject to clause 17 and Schedule 2.

    23.4 Clause 12.4 applies to Telephone Numbers.

    23.5 Termination does not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination. Clauses 2, 8 (in respect of amounts due), 13, 14.1, 14.3, 15, 17, 19, 20, 23, 27 and 28, Schedule 2 (for as long as we process Customer Personal Data) and any other provision that by its nature is intended to survive, continue after the Contract ends.

    24. Force majeure

    24.1 Neither party is in breach of the Contract or liable for any delay or failure to perform its obligations (other than an obligation to pay money) to the extent caused by an event beyond its reasonable control (a "Force Majeure Event"), including natural disasters, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, acts of government, sanctions, strikes (other than by the affected party's own workforce), failures of public telecommunications networks, telecommunications carriers or interconnect partners, failures of the internet or power supplies, and cyber-attacks that are not caused by the affected party's failure to maintain reasonable security.

    24.2 The affected party must notify the other party promptly and use reasonable efforts to mitigate the effect of the Force Majeure Event.

    24.3 If a Force Majeure Event prevents a party from performing its material obligations for more than 60 consecutive days, either party may terminate the Contract by written notice, and we will refund any Fees paid in advance for any period after termination.

    25. Changes to these Terms and the Services

    25.1 We may update these Terms from time to time. We will give the Customer at least 30 days' notice of any material change that is adverse to the Customer, by email to the account's primary email address and/or by notice in the Platform, before it takes effect. Changes required by law, a regulator or a carrier, or for security reasons, may take effect sooner, with as much notice as reasonably practicable.

    25.2 Other changes (such as clarifications, updated contact details or terms for new features) take effect when we publish them, and we will tell the Customer about them by email or in the Platform. Each version of these Terms will show its version number and effective date, and we will keep previous versions available on request.

    25.3 If the Customer objects to a material change notified under clause 25.1, it may terminate the Contract by written notice before the change takes effect. Termination will take effect on the date the change would have taken effect, and we will refund any Fees paid in advance for any period after termination. For an annual Plan, material changes (other than those required by law, a regulator or a carrier) take effect from the next renewal of the Committed Term.

    25.4 If the Customer continues to use the Services after a change takes effect, having been told about it under this clause 25, it is treated as having accepted the change. This does not affect the Customer's right to terminate under clause 25.3.

    25.5 We may change, update or discontinue features of the Services, provided that we do not materially reduce the core functionality of the Customer's Plan during a paid Billing Period or Committed Term, except where required by law, a regulator, a carrier, security needs or changes by a third-party provider. If we discontinue a Plan, we will give at least 30 days' notice and offer a reasonable alternative where available.

    25.6 Except as set out in this clause 25, an Order can be varied only in writing agreed by both parties.

    26. Anti-bribery, sanctions and export control

    26.1 Each party will comply with the Bribery Act 2010 and all other applicable anti-bribery and anti-corruption laws (including the US Foreign Corrupt Practices Act), and will not offer, give, request or accept any bribe in connection with the Contract.

    26.2 The Customer warrants that neither it nor any of its owners, controllers, directors or Authorised Users is a person designated under, or otherwise the target of, sanctions administered by the United Kingdom, the United States, the European Union or the United Nations, or is located, organised or ordinarily resident in a country or territory subject to comprehensive sanctions. The Customer must not use the Services to call, or for the benefit of, any such person, country or territory.

    26.3 The Services may be subject to UK and US export control laws (including the Export Control Order 2008 and the US Export Administration Regulations). The Customer must not export, re-export or allow access to the Services in breach of those laws.

    26.4 A breach of this clause 26 is a material breach of the Contract.

    27. General

    27.1 Assignment. Neither party may assign or transfer any of its rights or obligations under the Contract without the other party's prior written consent, which must not be unreasonably withheld or delayed. However, either party may assign or novate the Contract, without consent, to an Affiliate or to a successor to all or a substantial part of its business or assets, by giving written notice to the other party, provided that the new party is able to perform the Contract, is not subject to sanctions described in clause 26.2 and, where the Customer assigns, has no overdue Fees and is not a competitor of Speak. The other party will sign any document reasonably needed to give effect to a novation.

    27.2 Subcontracting. We may subcontract any of our obligations under the Contract. We remain responsible for the performance of our subcontractors and, as set out in Schedule 2, our Sub-processors.

    27.3 Notices. Notices under the Contract must be in writing and in English. Notices to Speak must be sent by email to phil@speak.ad, with "Legal notice" in the subject line, or by post or courier to the address in clause 1.1. Notices to the Customer may be sent to the email address of the account owner or billing contact, or to any address stated in the Order. An email notice is treated as received at the time of sending if sent between 9am and 5pm (UK time) on a Business Day, and otherwise at 9am on the next Business Day, unless the sender receives a delivery failure message. A notice sent by post is treated as received on the second Business Day after posting (or the fifth Business Day for international post), and a notice sent by courier on delivery. Routine operational notices (for example about maintenance or new features) may be given in the Platform. This clause does not apply to the service of legal proceedings.

    27.4 Entire agreement. The Contract is the entire agreement between the parties about its subject matter and replaces all previous agreements, arrangements and understandings between them about that subject matter. Each party acknowledges that it has not relied on any statement, representation, assurance or warranty (including in marketing materials, on any website or in sales communications) that is not set out in the Contract, and will have no claim for innocent or negligent misrepresentation based on any such statement. Nothing in this clause limits liability for fraud.

    27.5 Third-party rights. No one other than the parties has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. Speak may enforce clause 19.1 on behalf of the other Speak Indemnified Parties. The parties may vary or rescind the Contract without the consent of any other person. Where clause 28.5 applies, this clause means that there are no third-party beneficiaries of the Contract, except that Speak may enforce clause 19.1 for the other Speak Indemnified Parties.

    27.6 Waiver. A failure or delay in exercising any right or remedy is not a waiver of it, and a single or partial exercise of a right or remedy does not prevent its further exercise.

    27.7 Severance. If any provision of the Contract is found to be invalid, illegal or unenforceable, it will be modified to the minimum extent necessary to make it valid, legal and enforceable, or, if that is not possible, treated as deleted. The rest of the Contract is not affected.

    27.8 Independent contractors. The parties are independent contractors. Nothing in the Contract creates a partnership, joint venture, agency or employment relationship, and neither party may bind the other.

    27.9 Electronic acceptance and counterparts. The Contract may be accepted electronically, including by ticking a box or clicking to accept at sign-up or checkout, and an Order may be signed electronically and in any number of counterparts, each of which is an original. We keep a record of the version of these Terms accepted, and the date and time of acceptance.

    27.10 Remedies. Except where the Contract states that a remedy is sole or exclusive, the rights and remedies under the Contract are in addition to rights and remedies provided by law.

    27.11 Language. The Contract is made in English. If it is translated, the English version prevails.

    28. Governing law and jurisdiction

    28.1 Subject to clause 28.5, the Contract, and any dispute or claim (including any non-contractual dispute or claim) arising out of or in connection with it or its subject matter or formation, are governed by the law of England and Wales.

    28.2 Before starting court proceedings (other than for urgent relief under clause 28.4), a party must notify the other of the dispute, and the parties will try in good faith to resolve it through discussion between senior representatives for at least 30 days.

    28.3 Subject to clause 28.5, each party irrevocably agrees that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim (including any non-contractual dispute or claim) arising out of or in connection with the Contract or its subject matter or formation.

    28.4 Nothing in this clause 28 prevents either party from seeking urgent injunctive or other interim relief in any court of competent jurisdiction, including to protect its Intellectual Property Rights or Confidential Information.

    28.5 US Customers. If the Customer is incorporated in, or has its principal place of business in, the United States (as shown in its account or Order):

    (a) the Contract, and any dispute or claim (including any non-contractual dispute or claim) arising out of or in connection with it or its subject matter or formation, are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules;

    (b) each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in the State of Delaware, and waives any objection to venue in those courts;

    (c) the United Nations Convention on Contracts for the International Sale of Goods does not apply;

    (d) clauses 28.2 and 28.4 continue to apply; and

    (e) clause 28.6 applies.

    28.6 Additional terms for US Customers. Where clause 28.5 applies:

    (a) Mutual limitation of liability. Clause 20 applies equally to both parties. Subject to clauses 20.1 and 20.5, neither party is liable to the other for any indirect, incidental, special, consequential, exemplary or punitive damages, or for the losses listed in clause 20.2, and each party's total aggregate liability is limited as set out in clause 20.4 (the total Fees paid and payable in the 12 months before the first claim arose). In addition to clause 20.1, nothing in the Contract limits either party's liability for its gross negligence or wilful misconduct.

    (b) Disclaimer. EXCEPT AS EXPRESSLY SET OUT IN THE CONTRACT, AND TO THE FULLEST EXTENT PERMITTED BY LAW, SPEAK MAKES NO IMPLIED WARRANTIES ABOUT THE SERVICES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

    (c) US calling. Clause 11A applies to any calls or text messages to or from the United States.

    (d) Jury trial. TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY DISPUTE ARISING OUT OF OR IN CONNECTION WITH THE CONTRACT.

    29. Contact us

    29.1 Legal notices and questions about these Terms: phil@speak.ad.

    29.2 Customer support (including cancellations and Service Credit requests): support@speak.ad.

    29.3 Sales and Enterprise enquiries: sales@speak.ad.

    29.4 Post: Vidara, LLC (trading as Speak), 1111B S Governors Ave STE 37713, Dover, DE, USA.

    29.5 Our UK representative for data protection purposes is Inspire (GBR) Limited (company number 09477696), Victoria House, Ack Lane East, Bramhall, Stockport, Cheshire, England, SK7 2BE.

    Schedule 1: Service Levels

    1. Scope

    1.1 This Schedule applies to paid Plans. It does not apply to Trials or Beta Features. Where an Order sets out different service levels (for example for an Enterprise Plan), those service levels apply instead.

    1.2 We will use reasonable efforts to make the Platform available in each calendar month at or above the target availability stated for the Customer's Plan in the Order or, if not stated in the Order, on the Pricing Page at the time the Plan was selected (the "Availability Target"). The Availability Target is a target, not a guarantee; the Customer's remedy if it is not met is set out in paragraph 4.

    2. Measuring availability

    2.1 Availability is calculated for each calendar month as follows: Availability (%) = (Total Minutes − Excluded Minutes − Downtime Minutes) ÷ (Total Minutes − Excluded Minutes) × 100, where "Total Minutes" means the total number of minutes in the month, "Excluded Minutes" means minutes of unavailability caused by the matters listed in paragraph 3, and "Downtime Minutes" means minutes during which the Platform is Unavailable.

    2.2 The Platform is "Unavailable" when, because of a failure of systems operated by or for Speak, all or substantially all of the Customer's AI Agents cannot make or receive calls, or the Customer cannot log in to the Platform, for a period of at least five consecutive minutes, as shown by our monitoring records and any evidence reasonably provided by the Customer.

    3. Exclusions

    3.1 Unavailability caused by any of the following is excluded:

    (a) scheduled maintenance of which we give at least 48 hours' notice by email or in the Platform, up to a total of 8 hours in any calendar month;

    (b) emergency maintenance needed to address a security vulnerability or urgent risk to the Services, where we give as much notice as is reasonably practicable;

    (c) failures or outages of telecommunications carriers, public telephone or mobile networks, interconnect partners or the internet that are outside Speak's reasonable control, and the blocking or labelling of calls or Telephone Numbers;

    (d) Third-Party Services and Integrations enabled by the Customer, and the Customer's own telephony systems, equipment or connectivity;

    (e) Force Majeure Events;

    (f) the acts or omissions of the Customer or its Authorised Users, including their configuration of the Services, Scripts, use of the Services in excess of the Plan limits, or breach of the Contract;

    (g) suspension of the Services under clause 21; and

    (h) issues affecting individual calls (such as call quality, latency or the accuracy of AI Agents and Outputs) that do not make the Platform Unavailable.

    4. Service Credits

    4.1 If Availability in a calendar month is below the Availability Target, the Customer may claim a credit (a "Service Credit") equal to the following percentage of the Monthly Fees for that month:

    Availability in the monthService Credit (% of Monthly Fees)
    Below the Availability Target but at or above 99.0%10%
    Below 99.0% but at or above 95.0%25%
    Below 95.0%50%

    4.2 "Monthly Fees" means, for the calendar month in which Availability was below the Availability Target:

    (a) for a Plan with Subscription Fees, the Subscription Fees for the affected Plan for that month, excluding Usage Charges; and

    (b) for a pay-as-you-go Plan or any other Plan without Subscription Fees, the Usage Charges incurred by the Customer under the affected Plan in that month (including Usage Charges deducted from prepaid credit), before any Service Credits are applied,

    in each case excluding Telephone Number charges and taxes. Service Credits for a pay-as-you-go Plan are therefore calculated as the percentage in the table in paragraph 4.1 of the Usage Charges incurred in the affected month.

    4.3 The total Service Credits for any month will not exceed 50% of the Monthly Fees for that month, whichever of paragraph 4.2(a) or 4.2(b) applies.

    5. Claiming Service Credits

    5.1 To claim a Service Credit, the Customer must email support@speak.ad within 30 days after the end of the relevant month, giving the dates, times and a description of the Unavailability. We will review the claim against our records, acting reasonably, and confirm the outcome.

    5.2 Service Credits are applied against future Fees. They have no cash value, are not payable on termination of the Contract, and cannot be claimed while any undisputed Fees are overdue.

    6. Sole remedy

    6.1 Service Credits are a price adjustment reflecting the reduced value of the Services, and are not a penalty. Subject to clause 20.1, Service Credits are the Customer's sole and exclusive remedy for any failure to meet the Availability Target or any Unavailability of the Services, and a failure to meet the Availability Target is not in itself a breach of the Contract.

    Schedule 2: Data Processing Schedule

    1. Definitions and application

    1.1 In this Schedule:

    "Customer Personal Data" means personal data contained in Customer Content that Speak processes on behalf of the Customer in providing the Services.

    "EU SCCs" means the standard contractual clauses for the transfer of personal data to third countries approved by European Commission Implementing Decision (EU) 2021/914.

    "Personal Data Breach" means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Customer Personal Data.

    "Restricted Transfer" means a transfer of Customer Personal Data that would be prohibited by Data Protection Laws without an appropriate safeguard or an applicable adequacy finding.

    "Sub-processor" means any third party engaged by Speak to process Customer Personal Data.

    "UK Addendum" means the International Data Transfer Addendum to the EU SCCs issued by the Information Commissioner under section 119A(1) of the Data Protection Act 2018, as amended or replaced from time to time.

    "UK IDTA" means the International Data Transfer Agreement issued by the Information Commissioner under section 119A(1) of the Data Protection Act 2018.

    1.2 This Schedule applies where Speak processes Customer Personal Data as the Customer's processor. It forms the contract required by Article 28(3) of the UK GDPR and, where applicable, the EU GDPR.

    1.3 Where the Customer acts as a processor for a third-party controller, the Customer warrants that its instructions to Speak, and its appointment of Speak as sub-processor, are authorised by that controller. The Customer is Speak's sole point of contact and is responsible for passing on any information or notices to that controller.

    2. Roles and instructions

    2.1 The Customer is the controller (or processor, as described in paragraph 1.3) and Speak is the processor of Customer Personal Data.

    2.2 Speak will process Customer Personal Data only on the Customer's documented instructions, including with regard to transfers to a third country, unless required to do otherwise by UK law or (where the EU GDPR applies) EU or EU member state law. In that case Speak will inform the Customer of that legal requirement before processing, unless the law prohibits this on important grounds of public interest.

    2.3 The Customer's documented instructions are: (a) the Contract; (b) the Customer's configuration and use of the Services, including its settings, Scripts, campaigns and Integrations; and (c) any other reasonable written instructions that are consistent with the Contract. The Customer instructs Speak to process Customer Personal Data to provide, secure and support the Services, to prevent and investigate misuse, to comply with Applicable Law, and to create the aggregated, de-identified metrics described in clause 14.3. Instructions outside the scope of the Contract may require agreement on additional Fees.

    2.4 Speak will tell the Customer immediately if, in its opinion, an instruction infringes Data Protection Laws. Speak is not required to provide legal advice.

    2.5 The Customer is responsible for the lawfulness of its instructions, for having a lawful basis for the processing, and for giving data subjects (including End Callers) the information required by Data Protection Laws.

    3. Details of processing

    3.1 The subject matter, duration, nature and purpose of the processing, the types of personal data and the categories of data subjects are set out in Annex A.

    4. Confidentiality

    4.1 Speak will ensure that all persons it authorises to process Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality, and that access is limited to those who need it.

    5. Security

    5.1 Speak will implement and maintain appropriate technical and organisational measures to ensure a level of security appropriate to the risk, as required by Article 32 of the UK GDPR and EU GDPR, including the measures described in Annex B. Speak may update those measures, provided that the overall level of protection is not materially reduced.

    6. Sub-processors

    6.1 The Customer gives Speak general written authorisation to engage Sub-processors. Speak's current list of Sub-processors, including their processing locations and the transfer mechanisms relied on (the "Sub-processor List"), is available on request from phil@speak.ad.

    6.2 Speak will notify the Customer of any intended addition or replacement of a Sub-processor at least 30 days before the change, by email to the account's primary email address, giving the Customer the opportunity to object. Where a replacement is urgently needed for reasons outside Speak's control (for example a Sub-processor stopping its service, or for security reasons), Speak will give as much notice as reasonably practicable.

    6.3 The Customer may object to a new Sub-processor within the notice period on reasonable grounds relating to data protection. The parties will discuss the objection in good faith, and Speak may propose an alternative. If the objection is not resolved within 30 days after it is made, the Customer may terminate the affected Services by written notice, and Speak will refund any Fees paid in advance for the affected Services for any period after termination.

    6.4 Speak will engage each Sub-processor under a written contract that imposes data protection obligations which offer at least the same level of protection for Customer Personal Data as this Schedule, and in particular provide sufficient guarantees to implement appropriate technical and organisational measures so that the processing meets the requirements of Data Protection Laws.

    6.5 Speak remains fully liable to the Customer for the performance of each Sub-processor's obligations, subject to clause 20.

    6.6 Third-Party Services chosen by the Customer are not Sub-processors (see clause 16.2).

    7. Data subject rights

    7.1 Taking into account the nature of the processing, Speak will assist the Customer by appropriate technical and organisational measures, insofar as possible, in responding to requests from data subjects to exercise their rights under Data Protection Laws, including through tools in the Platform to search, export and delete Customer Content.

    7.2 If Speak receives a request directly from a data subject relating to Customer Personal Data, it will forward the request to the Customer without undue delay and will not respond to it, other than to tell the data subject to contact the Customer, unless the law requires otherwise.

    8. Assistance with compliance

    8.1 Taking into account the nature of the processing and the information available to Speak, Speak will provide reasonable assistance to the Customer in meeting its obligations under Articles 32 to 36 of the UK GDPR and EU GDPR, including in relation to security, the notification of Personal Data Breaches, data protection impact assessments and prior consultation with supervisory authorities.

    8.2 Speak may charge reasonable fees for assistance under paragraphs 7 and 8 that goes beyond the tools and information it makes generally available, except where the need for assistance arises from Speak's breach of this Schedule.

    9. Personal Data Breaches

    9.1 Speak will notify the Customer without undue delay, and in any event within 48 hours, after becoming aware of a Personal Data Breach.

    9.2 The notification will include, to the extent then known, the nature of the Personal Data Breach, the categories and approximate number of data subjects and records concerned, the likely consequences, the measures taken or proposed to address it, and a contact point. Where information is not available at the time, Speak will provide it in phases without undue further delay.

    9.3 Speak will take reasonable steps to contain, investigate and mitigate the Personal Data Breach, and will co-operate with the Customer. The Customer is responsible for any notification to supervisory authorities and data subjects. Speak will not notify any third party of a Personal Data Breach affecting Customer Personal Data without the Customer's consent, unless the law requires it.

    9.4 Speak's notification of or response to a Personal Data Breach is not an admission of fault or liability.

    10. Deletion and return

    10.1 During the Term, the Customer may export and delete Customer Content using the Platform, and Customer Content will be retained in accordance with the Customer's settings and the retention periods described for its Plan.

    10.2 When the Services end, the Customer may obtain a copy of Customer Personal Data during the Export Period under clause 23.2. Speak will then delete Customer Personal Data in accordance with clause 23.3, unless UK law or (where applicable) EU or EU member state law requires it to be stored. Any Customer Personal Data retained remains subject to this Schedule. Speak will confirm deletion in writing on request.

    11. Information and audits

    11.1 Speak will make available to the Customer all information reasonably necessary to demonstrate compliance with Article 28 of the UK GDPR and EU GDPR. This will normally be done by responding to a reasonable written security and data protection questionnaire no more than once in any 12-month period, and by providing copies of relevant policies and any third-party audit reports that Speak has.

    11.2 Where the information provided under paragraph 11.1 is not reasonably sufficient to demonstrate Speak's compliance, or where an audit is required by a supervisory authority or follows a Personal Data Breach, Speak will allow for and contribute to audits, including inspections, conducted by the Customer or an independent auditor mandated by the Customer who is bound by confidentiality obligations. Audits must be requested on at least 30 days' written notice, be conducted during normal business hours with minimum disruption, be limited in scope to Speak's processing of Customer Personal Data, take place no more than once in any 12-month period (unless required by a supervisory authority or following a Personal Data Breach), and are at the Customer's cost.

    12. International transfers

    12.1 The Customer acknowledges that Speak is established in the United States and that Speak and its Sub-processors may process Customer Personal Data outside the United Kingdom and the European Economic Area, including in the United States and in the other countries identified on the Sub-processor List. Speak will only make or permit a Restricted Transfer where an appropriate safeguard or transfer mechanism under Data Protection Laws is in place.

    12.2 To the extent that the Customer's transfer of Customer Personal Data to Speak is a Restricted Transfer under the EU GDPR, the parties enter into the EU SCCs, which are incorporated into this Schedule by reference and completed as set out in Annex C.

    12.3 To the extent that the Customer's transfer of Customer Personal Data to Speak is a Restricted Transfer under the UK GDPR, the parties enter into the UK Addendum, which is incorporated into this Schedule by reference and completed as set out in Annex C. If the UK Addendum ceases to be a valid transfer mechanism, the parties will instead enter into the UK IDTA or another valid mechanism.

    12.4 For onward Restricted Transfers to Sub-processors (including to the United States and to any other country outside the United Kingdom and the European Economic Area), Speak will, before the transfer is made: (a) ensure that an appropriate transfer mechanism is in place, being an applicable adequacy decision or adequacy regulations (including, where the Sub-processor is certified, the EU-US Data Privacy Framework and its UK Extension) or, where none applies, the EU SCCs, the UK Addendum or the UK IDTA; and (b) where Data Protection Laws require it, carry out and document a transfer risk assessment and implement any supplementary measures that it identifies as necessary. The Sub-processor List identifies the processing locations of each Sub-processor and the transfer mechanism relied on.

    12.5 Speak will provide reasonable information to help the Customer assess the transfers, including, on request, a summary of the relevant transfer risk assessments. If there is any conflict between this Schedule and the EU SCCs or UK Addendum, the EU SCCs or UK Addendum (as applicable) prevail. If a transfer mechanism relied on under this paragraph 12 is invalidated, the parties will co-operate to put in place a valid alternative.

    13. Requests from authorities

    13.1 If Speak receives a legally binding request from a public authority for access to Customer Personal Data, it will notify the Customer promptly (unless prohibited by law), will challenge the request where it reasonably considers there are grounds to do so, and will disclose only the minimum information required.

    14. US state privacy laws

    14.1 To the extent that the CCPA or other US state privacy laws apply to Customer Personal Data, the Customer is a "business" or "controller" and Speak acts as the Customer's "service provider" or "processor". The Customer discloses Customer Personal Data to Speak only for the limited and specified business purposes of providing, securing and supporting the Services as described in the Contract and Annex A.

    14.2 Speak will not: (a) sell or share Customer Personal Data (as "sell" and "share" are defined in the CCPA); (b) retain, use or disclose Customer Personal Data for any purpose (including any commercial purpose) other than the business purposes specified in the Contract, or as otherwise permitted for service providers by the CCPA; (c) retain, use or disclose Customer Personal Data outside the direct business relationship between Speak and the Customer; or (d) combine Customer Personal Data with personal information that Speak receives from or on behalf of another person, or collects from its own interactions with individuals, except as permitted by the CCPA.

    14.3 Speak will comply with the obligations that apply to it as a service provider or processor under the CCPA and other US state privacy laws, and will provide the same level of privacy protection as those laws require of the Customer. Speak will notify the Customer if it determines that it can no longer meet those obligations.

    14.4 The Customer may take reasonable and appropriate steps to make sure that Speak uses Customer Personal Data consistently with the Customer's obligations under those laws (including through the information and audit rights in paragraph 11) and, on notice, to stop and remediate any unauthorised use.

    14.5 Speak will help the Customer respond to consumer requests under those laws as set out in paragraph 7, and will engage Sub-processors only under written contracts that impose obligations at least as protective as this paragraph 14. Where Speak receives deidentified data from the Customer, it will take reasonable measures to keep it deidentified, will not attempt to re-identify it, and will contractually require any recipients to do the same.

    14.6 Speak certifies that it understands and will comply with the restrictions in this paragraph 14.

    15. Liability

    15.1 Each party's liability under or in connection with this Schedule is subject to clause 20.

    Annex A: Details of processing

    Subject matter: the provision of the Services to the Customer, including AI voice agents for inbound and outbound calls, call recording and transcription, analytics, Integrations and Telephone Numbers.

    Duration: the Term, plus the Export Period and deletion period set out in clause 23, and any further period for which retention is required by law.

    Nature of processing: collection of personal data through calls and Integrations; recording; storage; speech recognition and transcription; generation of AI Agent responses and speech using AI models; analysis to produce summaries, sentiment analysis, call outcomes and analytics; research and enrichment where enabled by the Customer; transmission to Integrations at the Customer's instruction; retrieval, export and deletion.

    Purposes: to provide, secure and support the Services in accordance with the Contract and the Customer's instructions; to prevent and investigate misuse; to comply with Applicable Law; and to create aggregated, de-identified metrics under clause 14.3.

    Categories of data subjects: End Callers (including the Customer's customers, prospects, leads and candidates); individuals whose details are contained in contact lists and data imported from Integrations; Authorised Users and other Customer personnel where they appear in Call Data or Customer Data; individuals mentioned during calls or in Customer Data; and individuals whose voices are used to create custom voices.

    Types of personal data: identity and contact details (such as name, telephone number, email address, job title and employer); call audio and recordings; voice characteristics in custom voices; transcripts, summaries, call notes, call outcomes and lead qualification data; call metadata (such as telephone numbers, calling line identification, timestamps, duration and call status); appointment and scheduling data; CRM data; research and enrichment data about individuals' professional roles and companies; consent and opt-out records; and any other personal data that End Callers disclose during calls.

    Special category data: not intended to be processed. Its collection is prohibited unless agreed in writing under clause 11.8(i) or clause 11.10. The Customer should configure AI Agents not to request it. Any such data volunteered by End Callers will be processed in accordance with this Schedule.

    Frequency: continuous, for the duration of the Services.

    Retention: in accordance with the Customer's settings and the retention periods described for its Plan, and then in accordance with clause 23.

    Sub-processors: as listed on the Sub-processor List, which may include providers in the following categories: telecommunications carriers and telephony providers; cloud hosting, edge network, edge computing and content delivery providers; database, storage, search and authentication providers; AI model providers (large language models, speech recognition, speech synthesis and embeddings); and email and support tools.

    Annex B: Security measures

    Speak maintains the following technical and organisational measures, appropriate to the nature of the processing:

    (a) Access control: role-based access on a least-privilege basis; unique accounts; multi-factor authentication for administrative access to production systems; prompt removal of access when no longer needed.

    (b) Encryption: encryption of Customer Personal Data in transit over public networks using TLS, and encryption at rest using industry-standard methods provided by Speak's hosting providers.

    (c) Segregation: logical separation of each customer's Customer Content.

    (d) Network and application security: edge protection and denial-of-service mitigation; timely patching of vulnerabilities; secure development practices, including code review and dependency monitoring.

    (e) Logging and monitoring: logging of access to production systems and monitoring for security events and misuse.

    (f) Resilience and backups: regular backups and documented recovery procedures.

    (g) Personnel: confidentiality obligations and security awareness for everyone with access to Customer Personal Data.

    (h) Incident response: a documented process for detecting, investigating, containing and notifying Personal Data Breaches.

    (i) Supplier management: due diligence on Sub-processors and written contracts as required by paragraph 6.4 of this Schedule.

    (j) Data minimisation and retention: configurable retention settings and tools to delete Customer Content.

    (k) Physical security: reliance on the physical security controls of Speak's hosting providers' data centres.

    (l) Review: regular review of these measures in light of changes in risk and technology.

    Annex C: Transfer mechanism details

    EU SCCs. For the purposes of paragraph 12.2 of this Schedule: (a) Module Two (controller to processor) applies where the Customer is a controller, and Module Three (processor to processor) applies where the Customer is a processor; (b) the optional docking clause in Clause 7 applies; (c) in Clause 9(a), Option 2 (general written authorisation) applies, with the notice period set out in paragraph 6.2 of this Schedule; (d) the optional wording in Clause 11(a) does not apply; (e) in Clause 13, the competent supervisory authority is determined in accordance with that Clause; (f) in Clause 17, Option 1 applies and the EU SCCs are governed by the law of Ireland; (g) in Clause 18(b), disputes are resolved by the courts of Ireland; (h) in Annex I.A, the data exporter is the Customer (contact details as set out in its account or Order), whose role is controller or processor as applicable, and the data importer is Vidara, LLC trading as Speak (contact: phil@speak.ad), whose role is processor, and acceptance of the Contract is treated as signature of the EU SCCs; (i) Annex I.B is completed by Annex A of this Schedule; (j) Annex I.C is completed in accordance with Clause 13; (k) Annex II is completed by Annex B of this Schedule; and (l) Annex III is completed by the Sub-processor List.

    UK Addendum. For the purposes of paragraph 12.3 of this Schedule: (a) Table 1 is completed with the parties' details set out above; (b) in Table 2, the Addendum EU SCCs are the EU SCCs as completed above, including the modules and options selected; (c) Table 3 is completed by Annexes A and B of this Schedule and the Sub-processor List; and (d) in Table 4, the importer may end the UK Addendum in accordance with its Section 19.

    Speak is a trading name of Vidara, LLC. © Vidara, LLC. Version 2.0, effective 24 October 2026.