Terms of Service

Last updated: 23 July 2026

1. About these Terms

These Terms of Service govern the provision of services by Antony Slack LTD, trading as scotsphere AI ("scotsphere AI", "we", "us" or "our").

Our registered office is 29 Longformacus Road, Edinburgh, EH16 6SD. Our company number is SC350305.

These Terms apply only where the customer is acting in the course of a business, trade or profession. Our services are not offered to consumers for personal or household use.

By signing an Order Form, accepting a proposal, creating an account, or using the Services, the customer agrees to these Terms.

2. The agreement

The agreement between scotsphere AI and the customer consists of:

• The Order Form, proposal or statement of work accepted by the customer.
• These Terms of Service.
• Our Data Processing Agreement, where applicable.
• Any service-specific terms expressly incorporated into the Order Form.

If there is a conflict, the documents will take priority in the order listed above, unless the relevant document expressly states otherwise.

3. Definitions

In these Terms:

• "Authorised User" means a person authorised by the customer to access or administer the Services.
• "Business Day" means Monday to Friday, excluding public holidays in Scotland.
• "Charges" means the subscription, setup, usage and other charges described in the Order Form.
• "Customer Data" means information, content, telephone numbers, call data, recordings, transcripts, instructions and other material submitted to or processed through the Services for the customer.
• "Order Form" means an accepted proposal, order, quotation or statement of work describing the Services and Charges.
• "Services" means the AI-enabled telephone answering, call routing, messaging, appointment booking, customer enquiry, integration, reporting and related services supplied by scotsphere AI.
• "Third-Party Service" means any telecommunications, artificial intelligence, speech processing, messaging, scheduling, CRM, payment or other service supplied by a third party.

4. The Services

We will provide the Services described in the applicable Order Form with reasonable care and skill.

The exact capabilities of the Services, including telephone numbers, call volumes, integrations, opening hours, scripts, escalation routes and appointment-booking functions, will be agreed during onboarding.

Unless expressly stated in the Order Form:

• The Services are not continuously supervised by a person.
• Outputs may be generated using automated and artificial intelligence systems.
• The Services are not guaranteed to identify every word, name, address, postcode, accent or caller intention correctly.
• The Services are not intended to replace professional, medical, legal, financial or emergency advice.
• The Services must not be used as the sole method for contacting emergency services.

We may improve or modify the Services where this does not materially reduce the core functionality purchased by the customer.

5. Customer responsibilities

The customer must:

• Provide accurate and complete business information, scripts, prices, policies, opening hours and escalation instructions.
• Review and approve call scripts, booking rules and integrations before live use.
• Promptly inform us when business information or operating procedures change.
• Maintain any customer systems, accounts and permissions required for integrations.
• Ensure that its use of the Services is lawful and appropriate for its industry.
• Maintain an alternative way for callers to contact the business where reasonably necessary.
• Protect account credentials and limit access to Authorised Users.
• Promptly notify us of suspected unauthorised access or security incidents.

The customer is responsible for decisions made using information collected or generated by the Services, including whether to accept a booking, quotation, message or caller-provided information.

6. Onboarding and acceptance

Implementation may include configuration, integration, script preparation, number provisioning and testing.

The customer must participate reasonably in onboarding and provide requested information on time. Delays caused by the customer or its suppliers may affect the planned launch date.

The customer must test and approve the configured service before launch. Use of the live service will be treated as acceptance, subject to faults that could not reasonably have been identified during testing.

7. Charges

The customer must pay the Charges stated in the Order Form.

Charges may include:

• Initial setup or implementation charges.
• Fixed monthly subscription charges.
• Telephone call or usage charges.
• Messaging charges.
• Integration or development charges.
• Charges for additional numbers, users, locations or functionality.
• Third-party charges passed through to the customer.

Unless stated otherwise:

• Charges are exclusive of VAT and other applicable taxes.
• Subscription charges are billed monthly in advance.
• Usage charges may be billed in arrears once actual usage is known.
• Setup and implementation charges are payable before work begins.
• Charges are stated and payable in pounds sterling.

8. Monthly billing

Monthly subscription invoices will normally be issued on the billing date specified in the Order Form and will cover the service period beginning on that date.

For example, an invoice issued on 1 August may cover the Services provided from 1 August to 31 August.

The first and final subscription periods may be calculated proportionately where service starts or ends partway through a billing month, unless the Order Form states otherwise.

The customer must notify us promptly if it believes an invoice is incorrect.

9. Payment

Invoices are payable by the due date shown on the invoice. Unless otherwise agreed in writing, monthly subscription invoices are due on receipt.

Payment may be collected or accepted through methods including:

• Direct Debit.
• Bank transfer.
• Card payment.
• Online payment link.
• Another payment method agreed in writing.

The customer authorises us and our payment providers to process payments in accordance with the payment authority or Direct Debit mandate supplied by the customer.

Where Direct Debit is selected:

• The customer must maintain a valid mandate and sufficient funds.
• Collection may be initiated on the invoice date or payment due date.
• Processing times are controlled partly by the banking system and payment provider.
• Initiating a collection does not necessarily mean that cleared funds have been received.
• A failed, reversed or charged-back payment remains payable.

We may use accounting and payment platforms to issue invoices, collect payments, reconcile receipts and send payment-related communications.

10. Automatic communications

The customer agrees that we may use automated systems to send:

• New invoices.
• Upcoming-payment notifications.
• Payment reminders.
• Overdue-payment notices.
• Direct Debit notifications.
• Payment confirmations.
• Suspension and restoration notices.

The customer must maintain an accurate billing email address and promptly notify us of any change.

Failure to receive an automated message does not remove the customer's obligation to pay an invoice by its due date, provided the invoice was correctly issued to the latest billing details supplied by the customer.

11. Disputed invoices

The customer must notify us in writing of a disputed invoice as soon as reasonably possible, explaining:

• The invoice number.
• The amount disputed.
• The reason for the dispute.
• Any supporting information.

The customer must pay any undisputed portion by the original due date.

We will not suspend the Services solely because of a genuinely disputed amount while the parties are actively and reasonably attempting to resolve the dispute. This protection does not apply where the dispute is frivolous, repeated without reasonable grounds or raised merely to delay payment.

12. Late payment

If an undisputed invoice is not paid when due, we may:

• Send payment reminders.
• Attempt collection through an authorised payment method.
• Contact the customer to request payment.
• Restrict or suspend some or all of the Services in accordance with section 13.
• Recover reasonable costs incurred in collecting the debt.
• Exercise any statutory rights relating to interest and debt-recovery costs.

For qualifying business-to-business debts, statutory interest may be available under the Late Payment of Commercial Debts (Interest) Act 1998. Current government guidance describes this as 8% above the Bank of England base rate, subject to the applicable legislation and contractual arrangements.

13. Suspension for non-payment

We may restrict or suspend the Services if an undisputed amount remains unpaid after its due date.

Except where there is fraud, repeated payment failure or a material risk to our systems, we will normally:

• Notify the customer that payment is overdue.
• Allow at least seven calendar days to pay or contact us.
• Send a suspension warning before restricting the Services.
• Provide the date on which suspension may take effect.

We may suspend sooner where:

• The customer cancels or invalidates an agreed payment mandate without arranging an alternative.
• A payment is reversed or charged back.
• The customer has repeatedly failed to pay on time.
• We reasonably believe the customer will not pay outstanding Charges.
• Continued service would create a material financial, legal or security risk.

14. Effect of suspension

Suspension may include:

• Disabling AI call handling.
• Disabling appointment booking, CRM or other integrations.
• Stopping outbound calls or messages.
• Restricting dashboard access.
• Preventing configuration changes.
• Redirecting calls to a customer-supplied fallback number.
• Routing calls to voicemail.
• Playing a neutral temporary-unavailability message.

Where reasonably practicable, we will use the fallback arrangement agreed during onboarding.

The customer acknowledges that suspension may result in calls, messages, bookings or business opportunities not being answered or processed. The customer is responsible for maintaining suitable alternative contact arrangements.

We will not normally disclose to callers that the suspension relates to non-payment.

Charges may continue during a temporary suspension where resources, telephone numbers, licences or third-party services remain allocated to the customer.

Suspension does not waive our right to recover outstanding amounts or terminate the agreement.

15. Restoration after payment

We will restore suspended Services within a reasonable period after:

• All overdue undisputed amounts have been paid in cleared funds.
• Any required payment mandate has been restored.
• Any reasonable reconnection requirements have been completed.

Restoration may be automated but is not guaranteed to occur immediately after the customer submits payment.

We may require payment of reasonable reconnection costs where the suspension resulted from repeated non-payment or required manual or third-party reconfiguration. Any such charge will be disclosed before it is incurred.

16. Other grounds for suspension

We may restrict or suspend the Services where reasonably necessary to:

• Protect the Services, customers, callers or third parties.
• Respond to a security incident.
• Prevent unlawful, fraudulent or abusive use.
• Comply with legal or regulatory requirements.
• Carry out urgent maintenance.
• Address a material breach of the agreement.
• Respond to suspension or termination by an essential Third-Party Service.

Where practicable, we will provide advance notice and work to minimise disruption.

17. Availability and support

We will use reasonable efforts to keep the Services available, but uninterrupted or error-free operation is not guaranteed.

Service availability may be affected by:

• Telecommunications networks.
• Internet connectivity.
• Third-Party Services.
• Customer systems.
• Planned or emergency maintenance.
• Events outside our reasonable control.

Support arrangements, service hours and any applicable service levels will be described in the Order Form.

Unless expressly agreed, response or restoration targets are objectives rather than guaranteed service levels.

18. Third-Party Services

The Services may depend on Third-Party Services for telephony, speech recognition, artificial intelligence, messaging, scheduling, payments, hosting and integrations.

We are not responsible for a Third-Party Service to the extent that an interruption or failure is outside our reasonable control. However, we will use reasonable efforts to diagnose the issue, communicate its effect and restore our Services.

The customer must comply with any third-party conditions disclosed to it where those conditions are reasonably necessary to use an integration.

We may replace a Third-Party Service with a reasonably equivalent service where necessary for security, continuity, functionality or commercial reasons.

19. Artificial intelligence and call information

Automated systems can produce incorrect, incomplete or unexpected results. The customer must consider the risk and potential impact of errors when deciding how the Services may be used.

The customer must not configure the Services to make final decisions that:

• Produce legal or similarly significant effects for individuals.
• Create a material safety risk.
• Require a regulated professional judgement.
• Discriminate unlawfully.
• Misrepresent the AI service as a qualified professional.

Important information should be independently confirmed where accuracy is essential.

20. Telephone numbers

Telephone numbers provided through the Services may be supplied by a telecommunications provider.

Unless expressly agreed:

• The customer does not own a telephone number supplied through the Services.
• Continued use depends on payment and continued service availability.
• Number transfer or porting is subject to technical feasibility, third-party rules and payment of outstanding Charges.
• We cannot guarantee that a particular number can be retained or transferred after termination.

21. Data protection

Each party must comply with applicable data protection law, including the UK GDPR and the Data Protection Act 2018.

The customer will generally be the controller of personal data concerning its callers, customers, staff and contacts. Where scotsphere AI processes that information on the customer's behalf, scotsphere AI will generally act as processor.

The parties will enter into or be bound by a Data Processing Agreement containing the required processing instructions and provisions.

The customer is responsible for:

• Establishing a lawful basis for processing.
• Providing appropriate privacy information.
• Deciding whether and how calls may be recorded.
• Making any legally required caller announcements.
• Responding to data-subject requests, with our reasonable assistance.
• Ensuring its instructions are lawful.

Our Privacy Policy explains how we process personal data for our own business purposes.

22. Confidentiality

Each party must keep the other party's confidential information secure and use it only to perform or receive the Services.

This obligation does not apply to information that:

• Is lawfully public.
• Was already lawfully known to the receiving party.
• Is received lawfully from another source without confidentiality restrictions.
• Must be disclosed by law, court order or regulatory authority.

These confidentiality obligations continue after the agreement ends.

23. Intellectual property

Each party retains ownership of intellectual property it owned before the agreement.

The customer retains its rights in Customer Data, branding, scripts and business materials supplied to us.

We retain ownership of the Services, software, platform, configurations, templates, processes, documentation and general knowledge used to provide the Services.

The customer grants us a limited right to use Customer Data and customer-supplied materials only as necessary to provide, secure, support and improve the Services, subject to the agreement and applicable data-protection requirements.

Unless agreed otherwise, feedback may be used to improve our Services provided it does not identify the customer or disclose its confidential information.

24. Term and renewal

The agreement begins on the date specified in the Order Form.

After any initial minimum term, the agreement will continue monthly unless either party gives the notice specified in the Order Form. If the Order Form does not specify a notice period, either party may terminate on 30 days' written notice.

Termination does not affect Charges already incurred.

25. Termination for breach

Either party may terminate the agreement by written notice if the other party:

• Commits a material breach and fails to remedy it within 14 days after written notice.
• Repeatedly breaches the agreement in a manner that reasonably justifies termination.
• Becomes insolvent, ceases trading or enters an analogous insolvency process.

We may terminate immediately where continued provision would be unlawful, fraudulent, unsafe or materially damaging to the Services or another party.

26. Consequences of termination

When the agreement ends:

• The customer must pay all outstanding Charges.
• The customer's right to use the Services ends.
• Call handling and integrations may stop.
• Telephone-number arrangements will be handled under section 20.
• Each party must return or delete confidential information where reasonably required.
• Customer Data will be handled in accordance with the Data Processing Agreement and retention policy.

Sections intended to continue after termination—including payment, confidentiality, intellectual property, liability and governing law—will remain effective.

27. Warranties

Each party warrants that it has authority to enter into the agreement.

We warrant that the Services will be provided with reasonable care and skill.

Except as expressly stated, the Services are supplied without additional warranties. We do not guarantee:

• Uninterrupted availability.
• That every call will be answered or processed successfully.
• Complete transcription or speech-recognition accuracy.
• That every booking, message or integration transaction will succeed.
• A particular commercial result, cost saving or increase in revenue.

Nothing in these Terms excludes rights or remedies that cannot lawfully be excluded.

28. Liability

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

• Death or personal injury caused by negligence.
• Fraud or fraudulent misrepresentation.
• Any liability that cannot lawfully be excluded or limited.

Subject to the above, neither party will be liable for indirect or consequential loss, or for loss of profit, revenue, anticipated savings, goodwill, business opportunity or data, except where the relevant loss forms part of a direct claim payable to a third party under an express indemnity.

Subject to the above, our total aggregate liability arising from the agreement will not exceed 100% of the Charges paid or payable by the customer during the 1 month preceding the event giving rise to the claim.

The customer acknowledges that the Charges reflect this allocation of risk.

Liability exclusions and caps in standard B2B terms remain subject to applicable law and reasonableness requirements under the Unfair Contract Terms Act 1977.

29. Indemnity

The customer will indemnify us against third-party claims, losses and reasonable costs arising from:

• Unlawful Customer Data or customer instructions.
• The customer's failure to provide required privacy or call-recording notices.
• The customer's infringement of another party's intellectual-property rights.
• The customer's unlawful or fraudulent use of the Services.

This indemnity will not apply to the extent that the claim was caused by our breach, negligence or wilful misconduct.

30. Changes to the Terms

We may update these Terms to reflect changes in law, security requirements or the Services.

We will provide reasonable notice of any material change. If a material change significantly disadvantages the customer, the customer may terminate the affected Service before the change takes effect by notifying us during the notice period.

Changes required urgently for legal or security reasons may take effect sooner.

31. Notices

Formal notices must be sent by email or post to the contact details specified in the Order Form.

Notices to scotsphere AI should be sent to:

• Email: hello@scotsphere.ai
• Address: 29 Longformacus Road, Edinburgh, EH16 6SD

Billing reminders and operational messages are not formal legal notices unless they clearly state otherwise.

32. General provisions

• Neither party may transfer the agreement without the other party's written consent, except that we may transfer it as part of a corporate reorganisation or sale of substantially all relevant business assets.
• We may use subcontractors to provide the Services but remain responsible for our obligations under the agreement.
• Neither party is responsible for delay caused by events outside its reasonable control.
• If part of the agreement is invalid or unenforceable, the remaining provisions will continue.
• A delay in enforcing a right does not waive that right.
• The agreement does not create a partnership, employment relationship, agency or joint venture.
• No person other than the parties has a right to enforce the agreement under the Contract (Third Party Rights) (Scotland) Act 2017.

33. Governing law and jurisdiction

The agreement and any non-contractual obligations arising from it are governed by Scots law.

The Scottish courts will have exclusive jurisdiction over disputes arising from or relating to the agreement.