Services Agreement

The parties

This Agreement is made between:

(1) Mercia Sales Engine Ltd, a company registered in England and Wales (Company No. 16966606) whose registered office is 139 Solihull Road, Solihull, West Midlands, B90 3HW, trading as CatchEveryCall ("we", "us", "our"); and

(2) You, being the business identified below ("you", "your"):

Your business name, trading address and notice email are the details you give at checkout. If you are a limited company, we take your company number on your setup call.

Together "the parties". This Agreement takes effect on the date you accept it, either by ticking the acceptance box when you sign up online or by signing below, whichever is first (the "Commencement Date").

If you sign up online, ticking the acceptance box at checkout is your acceptance of this Agreement and binds the business as a signature would. The person who ticks it confirms they are authorised to accept on the business’s behalf. Your plan, setup fee and billing details are those shown at checkout and on your first invoice, and they complete Schedule 1.

1. The Service

1.1 We will provide the CatchEveryCall service: an automated telephone assistant, configured for your business, which answers calls diverted to it, captures caller details, books appointments where your diary permits, and sends confirmation and summary messages (the "Service").

1.2 Calls reach the Service only when you divert them to a number we provide, normally after a set number of rings, so that you always have the first opportunity to answer. You keep your own telephone number.

1.3 The number we give you for diversion stays ours. We licence it to you for the term of this Agreement for one purpose only: receiving calls that you divert to it. You must not advertise, print, publish or list it as your own business number — not on your website, vehicles, signage, directories, your Google Business Profile, invoices or stationery — and you must not port it or ask anyone else to port it. Your customers should only ever see and dial your own number. When this Agreement ends we take the number back and it stops working. If you want a number that you own permanently, tell us and we will arrange it separately; it is not included in the plan fees.

1.4 You may stop or resume the diversion at any time using the codes provided by your network operator.

1.5 The plan, fees and other specifics of your Service are set out in Schedule 1.

2. Setup and go-live

2.1 We will build your assistant from information you supply (including via our onboarding form) and from publicly available information about your business, such as your website.

2.2 Before the assistant answers any live customer call, we will provide you with a recording or demonstration for approval. The Service goes live only once you have approved it.

2.3 We aim to have you live within 48 hours of receiving your completed onboarding information. This is a target, not a contractual commitment, and depends on your responsiveness and on third-party providers.

2.4 You are responsible for the accuracy of the information you give us, including services, prices, coverage area, working hours and accreditations, and for telling us promptly when any of it changes.

3. Standards of operation

The following standards apply to every assistant we operate. They are conditions of the Service and cannot be varied or disabled at your request.

3.1 The assistant identifies itself as an automated assistant acting for your business. It will never claim to be a human being, and will confirm plainly that it is automated if a caller asks.

3.2 Callers are informed at the start of the call that the call is recorded.

3.3 The assistant does not request or accept payment card details, bank details, or passwords.

3.4 Where a caller reports a gas leak, suspected carbon monoxide, fire, injury or other emergency, the assistant directs them to the appropriate emergency number and flags the call to you. It will not book an appointment in place of that referral.

3.5 Calls indicating urgency or caller distress are escalated to you promptly by text message.

3.6 If you require an assistant that represents itself as a human being, we cannot provide the Service. Requesting this after signature is a material breach entitling us to terminate immediately under clause 10.2.

4. What the Service is not

4.1 The Service is not an emergency service. It cannot attend, assess or resolve an emergency. You must not advertise or describe it to your customers as an emergency line.

4.2 The assistant does not provide professional, technical, medical or legal advice. Any price it gives is an estimate based on information you supplied and is subject to your confirmation before work begins.

4.3 The Service takes bookings. It does not carry out work, and we are not a party to any contract between you and your customer.

5. Your responsibilities

You will:

• give us accurate information and keep it up to date;
• hold and maintain any licences, insurance and accreditations your trade requires — we do not verify these;
• deal with the bookings, callbacks and escalations we pass to you;
• meet your own obligations to your customers under data protection law, as the controller of their personal data;
• use the Service lawfully, and only for answering inbound calls — it must not be used for outbound marketing calls or in any way that breaches the Privacy and Electronic Communications Regulations 2003; and
• review and approve your assistant’s configuration, including any prices it may quote, before go-live.

Calendar access

Where your plan books into a diary, you will give us access to the calendar or calendars named in Schedule 1, either by sharing them with our bookings account or by giving us an API key for your scheduling platform. We need write access so the assistant can put bookings in.

Write access necessarily means we can also see the entries already in any calendar you share with us, so only share calendars you are content for us to see; if a calendar holds personal or unrelated entries, set up a separate business calendar and share that one instead.

You confirm that you are entitled to grant us that access and to allow us to add, move and cancel entries, including where the calendar belongs to a member of your staff. We use the access only to check availability and to make, move or cancel bookings for you. Access ends when this Agreement ends: you remove the sharing or revoke the key, and we will confirm when we have disconnected at our end.

6. Fees and payment

6.1 Fees are set out in Schedule 1. Subscription fees are payable monthly in advance by the payment method you set up. Any setup fee is payable with the first month.

6.2 Our fees are exclusive of VAT. VAT is charged in addition at the prevailing rate, currently 20%, and is shown separately on your invoice.

6.3 Call volumes shown against each plan are fair-use guidance, not hard limits. We do not charge per call or bill overage. If your usage is persistently and substantially above your plan, we will discuss moving you to a suitable plan, giving at least 30 days’ notice before any change takes effect.

6.4 We may change our fees on 30 days’ written notice. If you do not accept the change you may terminate with effect from the date it would take effect, and we will not apply the increase to your final period.

6.5 If payment fails or is more than 14 days overdue we may suspend the Service on notice. Suspension does not end your obligation to pay fees for the minimum term.

6.6 Fees already paid are not refundable, except where we have failed to provide the Service and have not put it right within a reasonable period after you told us.

7. Term, notice and cancellation

7.1 This Agreement begins on the Commencement Date and the Service runs for an initial term of one month from your go-live date (the "Minimum Term").

7.2 You may end the Agreement at the end of the Minimum Term by giving written notice at any time before the Minimum Term ends. Otherwise, after the Minimum Term the Agreement continues on a rolling monthly basis until either party ends it by giving 30 days’ written notice, expiring at the end of a billing month.

7.3 There is no exit fee. On termination you remove the call diversion, we stop answering calls, and we delete call data in accordance with clause 8 and Schedule 2.

7.4 Notice may be given by email to the addresses in Schedule 1.

8. Data protection

8.1 For personal data contained in calls answered on your behalf, you are the controller and we are your processor. We process that data only on your documented instructions, which are set out in this Agreement and Schedule 2.

8.2 Both parties will comply with the UK GDPR and the Data Protection Act 2018. The processing terms required by Article 28 of the UK GDPR are set out in Schedule 2 and form part of this Agreement.

8.3 We delete call recordings and transcripts within 90 days. That is a maximum, not an undertaking to keep them. In practice our call platform holds call history for 14 days, so ask for a recording inside 14 days. Schedule 2 paragraph 6 sets this out.

8.4 We are the controller for your own business contact details and account records, which we handle in line with our privacy policy at catcheverycall.co.uk/privacy.

9. Availability and accuracy

9.1 We aim to provide the Service continuously but do not guarantee uninterrupted availability. The Service depends on third-party telephony, artificial intelligence and network providers, and on your own diversion settings.

9.2 Because you retain your own number and always answer first, an interruption to the Service means calls behave as they did before you engaged us. We are not responsible for failures in your telephone network or your diversion configuration.

9.3 Automated speech recognition and language systems are not perfect. Details may occasionally be misheard, mis-transcribed or misclassified. We flag low-confidence calls for review and make recordings and transcripts available so you can check them. You should verify important details — particularly addresses, telephone numbers and prices — before acting on them.

10. Suspension and termination

10.1 Either party may terminate immediately on written notice if the other commits a material breach that is not remedied within 14 days of being asked to remedy it, or becomes insolvent.

10.2 We may suspend or terminate immediately, without a cure period, if the Service is used unlawfully, if fees are more than 14 days overdue, or if you require the assistant to misrepresent itself as a human being.

11. Intellectual property and confidentiality

11.1 We own the platform, prompts, configurations, tooling and know-how comprising the Service, including any improvements. Nothing in this Agreement transfers that ownership to you.

11.2 You own your business information and your customer data. You grant us a licence to use it solely to provide the Service.

11.3 You may not copy, resell, sublicense or reverse-engineer the Service, or use it to build a competing product.

11.4 Each party will keep the other’s confidential information confidential and use it only for the purposes of this Agreement. This does not apply to information that is public, already known, or required to be disclosed by law.

12. Liability

12.1 Nothing in this Agreement limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited.

12.2 Subject to clause 12.1, neither party is liable for loss of profit, loss of business, loss of bookings, loss of goodwill, or any indirect or consequential loss.

12.3 Subject to clause 12.1, our total liability arising out of or in connection with this Agreement in any 12-month period is limited to the total fees you paid us in that period.

12.4 You are responsible for the work your business carries out, including any job booked through the Service, and for your own compliance with the laws and standards applying to your trade.

13. General

13.1 Neither party is liable for failure to perform caused by events beyond its reasonable control.

13.2 You may not assign this Agreement without our written consent. We may assign it to a successor of our business on notice to you.

13.3 This Agreement, including its Schedules, is the entire agreement between the parties and supersedes any prior discussions. Nothing in this clause limits liability for fraudulent misrepresentation.

13.4 A person who is not a party has no rights under the Contracts (Rights of Third Parties) Act 1999.

13.5 If any provision is found unenforceable, the rest remains in force.

13.6 This Agreement is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

Schedule 1 — Service particulars

Completed by the order you place at checkout, or before signature.

Schedule 2 — Data processing terms

These terms give effect to Article 28 of the UK GDPR. For personal data in calls answered on your behalf, you are the controller and we are the processor.

1. Details of the processing

2. Your instructions

2.1 We process caller personal data only on your documented instructions. Your instructions are this Agreement, this Schedule, and the configuration of your assistant that you approve before go-live.

2.2 Your instructions include the transfers described in paragraph 5. By entering this Agreement you instruct us to process caller personal data through the suppliers, and in the countries, set out in Annex A. Read Annex A before you sign; it is short.

2.3 Further instructions must be in writing to the notice email in Schedule 1. We may charge for work outside the ordinary operation of the Service.

2.4 We will process on other grounds only where the law requires it, and we will tell you first unless the law prohibits us from doing so.

2.5 We will tell you immediately if we consider an instruction of yours to breach the UK GDPR or the Data Protection Act 2018.

3. Your obligations

3.1 You are the controller. You are responsible for having a lawful basis for the processing you instruct, and for telling your own callers what happens to their information, including that it is processed outside the UK.

3.2 We will give you, on request and free, wording you can use for that purpose and the current version of Annex A.

3.3 You will keep your instructions lawful and will not ask us to configure the assistant to misrepresent itself as a person.

4. What we do as processor

We will:

4.1 process caller personal data only as set out in paragraph 2;

4.2 ensure that anyone we authorise to process the data is under a duty of confidence;

4.3 restrict access to caller personal data to named individuals who need it to run or support the Service, keep a record of who they are, and select suppliers that provide encryption in transit and at rest and their own access controls. We do not operate the storage ourselves, so the technical measures at each supplier are that supplier’s, described in its own terms;

4.4 run a scheduled deletion job against the call platform and our own mailbox, and keep a log of what it deleted and when, so we can demonstrate paragraph 6;

4.5 assist you, so far as the nature of the processing allows, in responding to callers exercising their rights, including access, correction, erasure and objection, and pass any such request we receive to you within 3 working days. Where data has already reached a supplier that does not offer deletion on request, we will tell you so rather than imply otherwise;

4.6 assist you with data protection impact assessments, prior consultations with the ICO, and your own security obligations;

4.7 tell you without undue delay, and in any event within 48 hours of becoming aware, of a personal data breach affecting caller personal data, with the information required by Article 33(3) so far as we hold it at the time, and updates as we learn more;

4.8 make available the information you need to show compliance with this Schedule, including each supplier’s published security and processing documentation, and allow for and contribute to audits by you or an auditor you appoint, on reasonable notice, once a year and additionally after a breach. Our audit rights against suppliers are limited to what those suppliers grant us, and we will pass on what we can obtain; and

4.9 delete or return the data at the end of the Agreement as set out in paragraph 8.

5. Sub-processors and where the data goes

5.1 You give general written authorisation for us to engage the sub-processors listed in Annex A, and to add or replace sub-processors under this paragraph.

5.2 Caller personal data is processed outside the United Kingdom. Our call platform runs on United States infrastructure, and speech-to-text, the language model and text-to-speech are United States services with no UK region. Telephone carriage runs in our carrier’s default United States region. There is no UK-only configuration of this Service and we cannot build one from the suppliers available.

5.3 They do not all receive the same thing. The caller’s voice reaches the telephone carrier, the call platform and the speech-to-text provider. The language model receives the transcript as text. The text-to-speech provider receives the words the assistant is to say and returns synthetic audio. Neither of the last two receives the caller’s own voice.

5.4 Transfers out of the United Kingdom are made under the International Data Transfer Addendum to the EU Standard Contractual Clauses, or the equivalent mechanism in the relevant supplier’s own processing terms, as recorded in Annex A.

5.5 Annex A records, for each supplier, whether we contract with it directly or whether it is engaged by our call platform under the platform’s own account. Where the platform engages it, our contract is with the platform, the platform’s processing terms and transfer safeguards apply down the chain, and we do not claim contractual control over a supplier we do not contract with.

5.6 We rely on each supplier’s data processing terms; we do not negotiate bespoke terms with them, and we do not represent that we have. We remain responsible to you for the processing carried out by each sub-processor in Annex A, subject to the limits on liability in the Agreement.

5.7 We will give you at least 14 days’ written notice before adding or replacing a sub-processor that processes caller personal data. You may object within those 14 days, in writing, on reasonable data protection grounds. We will then either not make the change for your account or propose an alternative. If neither is workable, either party may end the Agreement on written notice with effect from the date the change takes effect, with no exit fee and no further minimum term liability. Fees for Service already delivered are not refundable.

5.8 Annex A is current at the date of signature. An up-to-date version is available free at any time from the notice address in Schedule 1.

5.9 We do not represent that call data is held in the United Kingdom or the European Economic Area.

6. Retention

6.1 If you want a recording, ask inside 14 days. Our call platform’s current plan holds call history for 14 days, and it removes recordings and transcripts on its own at that point. Treat a recording as gone after 14 days.

6.2 Ninety days is our ceiling. We do not hold call recordings or transcripts beyond 90 days, other than where a supplier’s own deletion process runs on after that date, which for deleted email is up to a further 30 days.

6.3 What survives is the summary we send you at the time: caller name, number, what the job is, and the appointment. That reaches you by text and by email, and where your plan includes it, in your own diary. Those copies are in your systems, under your own retention rules.

6.4 A copy of call summaries and transcripts is delivered to our own mailbox so we can support you and investigate problems. We clear those on the same 90-day cycle.

6.5 If you want a shorter retention period, tell us in writing and we will apply it. A longer one is possible only where you have a lawful basis for it, we agree in writing, and our suppliers permit it.

6.6 If our call platform plan changes so that the practical availability window in 6.1 changes, we will tell you.

7. Model training

7.1 We do not use your callers’ data to train any model of our own, and we do not use one client’s calls to build, configure or improve another client’s assistant.

7.2 Our language model provider is contractually barred from training on data submitted through its interface, and holds it for no more than 30 days.

7.3 Our text-to-speech provider logs the text sent to it and the audio it returns by default on standard plans. That text is the assistant’s own words, not the caller’s voice.

7.4 Our speech-to-text provider is engaged through the call platform’s own account. Whether call audio may be used by that provider to improve its speech models is governed by the platform’s terms with it. We will tell you if the position changes.

8. Return and deletion at the end

8.1 When the Agreement ends we stop answering calls and stop receiving caller personal data.

8.2 You may tell us in writing, at any time before the end date or within 30 days after it, whether you want the caller personal data we still hold returned in a common format before it is deleted. If you do not, we delete it.

8.3 We delete caller personal data within 30 days of the end date, or of returning it, and delete existing copies, unless the law requires us to keep something. If it does, we will tell you what and why.

8.4 We may keep the deletion audit log, which records call identifiers and dates but no call content, as our record that we did what this Schedule says.

9. Special category data

9.1 We do not seek health, disability or other special category data, and the assistant is instructed not to ask for it.

9.2 Callers to a trade business do sometimes volunteer it — that they are elderly, housebound, unwell, or that a vulnerable person is in the property. Where that happens it is captured in the recording and transcript like the rest of the call, used only to handle and pass on that job, and deleted on the same schedule.

9.3 As controller, identifying a condition under Article 9 for that information is yours. Tell us in writing if you want the assistant configured to handle it differently and we will do it.

Annex A — Sub-processors

Current at the date of signature. "Engaged by" says who holds the contract: Direct means we contract with that supplier; Via platform means our call platform engages it under its own account, so our contract is with the platform (paragraph 5.5).

Your own calendar system (Google or Microsoft 365) is yours and you control it; where we operate a Cal.com account on your behalf, Cal.com is listed above as our sub-processor. Our website host and our payment provider handle your own account data, not your callers’ data, and are covered by our privacy policy.