Call Handling Services – Standard Terms and Conditions

Version: 2.0

Modified: 28/05/2025

Initial version: 01/08/2023

General Terms and Conditions 

1. DEFINITIONS AND INTERPRETATION 
2. OVERVIEW OF SERVICES 
3. CONTRACT STRUCTURE 
4. SUPPLEMENTARY POLICIES 
5. THIRD-PARTY SERVICES AND SUBPROCESSORS 
6. QUOTES AND STATEMENTS OF WORK 
7. USER LICENSING AND BILLING MODELS 
8. HUBBUB CONNECT SERVICES 
9. METERED USAGE 
10. PAYMENT TERMS 
11. AI-ENABLED SERVICES 
12. SERVICE MAINTENANCE AND MODIFICATION 
13. CUSTOMER OBLIGATIONS 
14. FAIR USE 
15. CONFIDENTIALITY 
16. DATA PROTECTION 
17. INTELLECTUAL PROPERTY 
18. LIMITATION OF LIABILITY 
19. TERMINATION 
20. RENEWAL 
21. FORCE MAJEURE 
22. GOVERNING LAW AND DISPUTE RESOLUTION 
23. ASSIGNMENT 
24. SERVICE SUSPENSION 
25. SECURITY AND RESILIENCE 
26. AUDIT AND SECURITY ASSURANCE 
27. BETA OR EXPERIMENTAL FEATURES 
28. DATA RETENTION AND DELETION 
29. NOTICES 

SCHEDULES 

Schedule 1 – Definitions 

Schedule 2 – Service Definitions 

Schedule 3 – Standard Service Level Agreement 

Appendix A – Service Levels 

Appendix B – Contact Details and Escalation Paths

Schedule 4 – Data Processing Agreement 

Schedule 5 – Fair Use Policy 

Schedule 6 – Rate Card

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement, the terms defined in Schedule 1 (Definitions) and Schedule 2 (Service Definitions) shall apply unless the context otherwise requires.

1.2 Interpretation

Unless the context otherwise requires:

(a) references to clauses, schedules or appendices are references to clauses of and schedules or appendices to this Agreement;

(b) headings are for convenience only and shall not affect interpretation;

(c) references to legislation include any amendment, replacement, consolidation or re-enactment of such legislation;

(d) references to a person include any individual, company, partnership, charity, public authority, government body, or other legal entity;

(e) examples provided in this Agreement are illustrative only and do not limit or modify the scope of the obligations described;

(f) where the words “including”, “includes” or “for example” are used, they shall be interpreted as meaning “including without limitation”.

2. OVERVIEW OF SERVICES

2.1 Services

CHS provides cloud-based communication and contact centre services including, but not limited to:

(a) cloud contact centre software (CCaaS);

(b) Hubbub Connect VoIP and PBX services;

(c) inbound and outbound telephony services;

(d) SMS and messaging services;

(e) call recording and voicemail services;

(f) AI-enabled services including transcription, summarisation and AI Agents;

(g) associated infrastructure, integrations, support services and operational tools required to deliver the Services.

2.2 Services Scope

The specific Services provided to the Customer shall be defined in the applicable:

(a) Quote;

(b) Statement of Work (SOW);

(c) Service Plan;

(d) Services configuration within the CHS Platform.

2.3 Intended Use of Services

The Services are provided solely for the Customer’s legitimate business or organisational purposes.

The Customer shall ensure that the Services are not used:

(a) for fraudulent, unlawful, misleading or deceptive activities;

(b) to impersonate organisations or individuals;

(c) to operate services that intentionally mislead or exploit vulnerable individuals;

(d) for activities that would reasonably be expected to bring CHS or the Customer into disrepute.

CHS reserves the right to refuse or suspend Services where the intended use of the Services is reasonably believed to be unlawful, fraudulent, abusive, inconsistent with the principles of responsible telecommunications service operation, or where the proposed use presents legal, regulatory, ethical, or operational risk.

2.4 Internal Use

Unless expressly authorised in writing by CHS, the Services are provided for the Customer’s internal use only and must not be:

(a) resold;

(b) sublicensed;

(c) leased;

(d) commercially redistributed; or

(e) made available as a hosted service to third parties.

2.5 Telecommunications Dependencies

The Customer acknowledges that the Services rely on telecommunications networks, internet connectivity, power infrastructure, and third-party telecommunications carriers.

Services availability and quality may therefore be affected by factors outside CHS’ reasonable control, including carrier outages, network congestion, internet connectivity issues, or failures of Customer Equipment.

2.6 Compliance with Applicable Laws

Both Parties shall comply with Applicable Laws relevant to their respective obligations under this Agreement.

The Customer remains responsible for ensuring that its use of the Services complies with:

(a) telecommunications regulations;

(b) marketing and communications laws;

(c) data protection laws;

(d) any sector-specific regulations applicable to its operations.

2.7 Customer Responsibilities

The Customer shall provide CHS with accurate information reasonably required to configure and deliver the Services, including information required for telecommunications configuration, numbering, location data where relevant, and regulatory compliance.

2.8 Emergency and Life-Critical Use

The Services are not designed or intended for use in situations where failure or interruption of communications could result in death, personal injury, or severe physical harm.

The Customer is responsible for ensuring that appropriate contingency arrangements are in place where the Services are used in connection with emergency, healthcare, safeguarding, or crisis support operations.

CHS does not guarantee uninterrupted availability of telecommunications services and shall not be responsible for emergency services routing or availability unless explicitly agreed in writing.

3. CONTRACT STRUCTURE

3.1 Customer Agreement

The agreement between CHS and the Customer (the “Agreement”) consists of the following documents:

(a) the Quote or Order Form accepted by the Customer;

(b) the Statement of Work (SOW), where applicable;

(c) the Service Level Agreement (SLA), where applicable;

(d) the Data Processing Agreement (DPA);

(e) these General Terms and Conditions;

(f) the Fair Use Policy;

(g) any policies or service documentation expressly referenced within the above documents.

3.2 Order of precedence

In the event of any conflict between documents forming part of the Agreement, the following order of precedence shall apply (highest priority first):

(a) the Quote or Order Form;

(b) the Statement of Work;

(c) the Service Level Agreement;

(d) the Data Processing Agreement;

(e) these General Terms and Conditions;

(f) the Fair Use Policy;

(g) referenced policies and supporting documentation.

3.3 Contract Formation

A binding Agreement is formed when the Customer accepts a Quote or Order Form issued by CHS, whether by signature, electronic acceptance, or other written confirmation.

The date on which such acceptance occurs shall be the Effective Date of the Agreement unless otherwise specified in the Quote.

3.4 Entire Agreement

This Agreement constitutes the entire agreement between the Parties in relation to the Services and supersedes all previous agreements, negotiations, representations or understandings between the Parties relating to the same subject matter.

3.5 Non-Reliance

Each Party acknowledges that in entering into this Agreement it has not relied upon, and shall have no remedy in respect of, any statement, representation, assurance or warranty that is not expressly set out in this Agreement, except that nothing in this clause shall limit or exclude liability for fraud or fraudulent misrepresentation.

3.6 Customer Purchase Orders

Any purchase order, procurement document or other administrative document issued by the Customer is accepted solely for billing or administrative purposes and shall not modify or replace the terms of this Agreement unless expressly agreed in writing by CHS.

4. SUPPLEMENTARY POLICIES

4.1 Applicable policies

Certain Services may be subject to supplementary policies issued by CHS from time to time, including but not limited to:

(a) the Fair Use Policy;

(b) the Data Protection Statement;

(c) the AI Transparency and Data Processing Statement;

(d) the AI Ethical Use Statement;

(e) security, operational, or service-specific policies.

Such policies form part of the Agreement and apply to the Customer’s use of the Services where relevant.

4.2 Policy updates

CHS may update or replace supplementary policies where reasonably required to:

(a) maintain the security, integrity, or reliability of the Services;

(b) comply with changes in applicable law or regulatory requirements;

(c) reflect operational improvements or changes to service functionality;

(d) address emerging risks relating to telecommunications services, AI-enabled services, or cybersecurity.

Where reasonably practicable, CHS shall provide advance notice of material policy changes through publication on the CHS website, the CHS Platform, or by email notification.

4.3 Security and Operational Changes

CHS may implement immediate changes to supplementary policies where reasonably necessary to address security vulnerabilities, service abuse, fraud prevention, or urgent regulatory requirements.

4.4 Customer Responsibility

The Customer is responsible for ensuring that its Users comply with applicable policies and for reviewing updated policies published by CHS from time to time.

Continued use of the relevant Services following publication or notification of updated policies shall constitute acceptance of those updated policies to the extent they apply to those Services.

5. THIRD-PARTY SERVICES AND SUBPROCESSORS

5.1 Use of third parties

CHS may use third-party service providers, infrastructure providers, telecommunications carriers, software vendors, and other suppliers in order to deliver or support the Services.

Such providers may include cloud infrastructure providers, telecommunications carriers, SMS gateways, AI model providers, and other technical service providers.

5.2 Subprocessors

Where CHS processes Personal Data on behalf of the Customer, certain third-party providers may act as Subprocessors.

CHS shall ensure that Subprocessors are subject to contractual obligations that provide an appropriate level of data protection consistent with applicable Data Protection Laws.

5.3 Subprocessor Transparency

Information regarding Subprocessors used by CHS may be published through a CHS subprocessor list or otherwise made available to Customers upon reasonable request.

5.4 Third-Party Integrations

The Services may support integrations with third-party software, platforms or services that are not operated by CHS.

Where the Customer elects to use such integrations:

(a) the Customer may be required to agree to the applicable terms of the third-party provider;

(b) CHS does not control and is not responsible for the operation, security, availability, or functionality of such third-party services;

(c) CHS shall not be liable for any loss or disruption arising from the Customer’s use of, or reliance upon, third-party integrations.

5.5 Telecommunications and Network Providers

Certain Services rely on telecommunications carriers, network providers, numbering providers, and messaging gateways.

CHS shall not be responsible for failures, delays, routing errors, or service interruptions caused by third-party telecommunications networks or providers that are outside the reasonable control of CHS.

5.6 Customer Transactions with Third Parties

Where the Services enable the Customer to communicate with, connect to, or transact with third-party services or websites, any such interaction is solely between the Customer and the relevant third party.

CHS does not endorse, guarantee, or assume responsibility for any third-party services, content, products or transactions accessed through the Services.

6. QUOTES AND STATEMENTS OF WORK

6.1 Quotes

Services are ordered through a Quote or Order Form issued by CHS and accepted by the Customer in accordance with Clause 3.

The Quote shall define the commercial terms applicable to the Services including pricing, licence quantities, billing structure, and any applicable implementation costs.

6.2 Quote Contents

Quotes may include, but are not limited to:

(a) the Services ordered;

(b) pricing and billing structure;

(c) minimum licence commitments;

(d) implementation or onboarding costs;

(e) usage bundles;

(f) service plan details;

(g) any agreed Service Start Date.

6.3 Statement of Work

Where implementation or configuration services are required, a Statement of Work (SOW) may define:

(a) implementation activities;

(b) configuration and deployment tasks;

(c) timelines and milestones;

(d) testing phases;

(e) service configuration details;

(f) Service Start Date.

6.4 Implementation Schedule

Implementation tasks may be governed by an Implementation Schedule agreed between the Parties and referenced within the SOW.

Both Parties shall use reasonable efforts to perform their respective obligations in accordance with the Implementation Schedule.

6.5 Customer Cooperation

The Customer shall provide CHS with all information, access, approvals and other materials reasonably required for the deployment of the Services.

CHS shall not be responsible for delays in implementation or service activation resulting from the Customer’s failure to provide such information in a timely manner.

6.6 Service Start Date

Where recurring subscription fees apply, the Service Start Date shall be defined in the Quote or SOW.

If no Service Start Date is specified, CHS may designate a Service Start Date on reasonable notice, provided that such date is no later than ninety (90) days after the Effective Date unless delays are caused by the Customer.

6.7 Implementation Fees

Any implementation or onboarding fees specified in the Quote shall become payable in accordance with the payment terms defined in the Quote.

CHS may suspend or delay implementation activities where undisputed payments due under the Quote remain unpaid.

6.8 Changes to Services

Changes to the scope of Services requested by the Customer after acceptance of the Quote may require an updated Quote or amended Statement of Work.

6.9 Payments

Payment for the Services shall be made in accordance with the Quote and Clause 10 (Payment Terms).

7. USER LICENSING AND BILLING MODELS

7.1 Licensing Models

Services may be licensed according to one of the following billing models, as specified in the applicable Quote:

(a) Active Users;

(b) Concurrent Users;

(c) Subscriber licences (for Hubbub Connect).

7.2 Active User Model

Under the Active User model, billing is based on the number of distinct users generating system activity during a Billing Period.

A User is considered Active if one or more Events generated by that User are recorded within the CHS Platform during the applicable Billing Period.

Examples of Events may include, but are not limited to:

(a) login activity;

(b) call handling;

(c) report access;

(d) administrative actions;

(e) other operational interactions with the platform.

The Customer acknowledges that the calculation of Active Users using system-recorded Events shall be the basis for determining billable Active Users.

7.3 Sessions

A Session is a period during which the system considers a User to be actively using the Services.

A Session:

(a) begins when a User initiates system activity;

(b) may end when the User logs out or becomes unavailable;

(c) may expire after fifteen (15) minutes of inactivity.

Where a User has marked themselves as available to receive communications, the Session may remain active until the User explicitly changes their availability status.

7.4 Concurrent User Model

Under the Concurrent User model, billing is based on the maximum number of Users simultaneously accessing the Services during the Billing Period.

Concurrent usage is determined by calculating overlapping Sessions recorded within the system. For billing purposes, CHS may disregard transient overlap periods below the session inactivity threshold and shall determine the peak number of materially overlapping Sessions within the Billing Period.

That peak number shall determine the number of billable Concurrent Users.

7.5 Subscriber Licences (Hubbub Connect)

Where the Customer subscribes to Hubbub Connect services, licensing shall be based on Subscriber accounts.

Each Subscriber represents an individual user account authorised to:

(a) make or receive calls; or

(b) access administrative or configuration functionality.

Subscriber licences are billed on a per-user basis as specified in the Quote.

7.6 Minimum Licence Commitments

The Quote may specify a minimum number of licences or Subscribers that the Customer agrees to maintain during each Billing Period.

Subscription fees shall be payable for the committed licence quantities regardless of actual usage.

7.7 Licence Adjustments

The Customer may increase or decrease licence quantities during the term of the Agreement subject to the minimum commitments defined in the Quote.

Updated licence quantities shall be reflected in subsequent invoices.

7.8 Overage

Where usage exceeds the committed licence quantities specified in the Quote, additional licences shall be billed as Overage.

Overage shall be calculated using the applicable licensing model and charged at the rates specified in the Quote.

7.9 Billing and Invoicing

Unless otherwise specified in the Quote:

(a) recurring subscription charges are invoiced in advance for each Billing Period;

(b) Metered Usage and Overage charges are invoiced in arrears based on usage recorded during the previous Billing Period.

Invoices shall reflect the applicable licence quantities, usage charges, and any additional Services provided during the relevant Billing Period.

8. HUBBUB CONNECT SERVICES

8.1 Description

Hubbub Connect is a cloud-based PBX and VoIP service provided by CHS which enables Customers to manage inbound and outbound voice communications across multiple devices and locations.

Features may include:

(a) inbound and outbound calling;

(b) voicemail services;

(c) call routing and call flow management;

(d) ring groups and call distribution;

(e) administrative management through the CHS Platform;

(f) optional call queues and IVR functionality.

8.2 Network Requirements

The Customer is responsible for ensuring that its network infrastructure and internet connectivity meet the minimum requirements specified by CHS for VoIP operation.

Reliable voice quality may depend on factors including:

(a) internet bandwidth and latency;

(b) network configuration and firewall settings;

(c) quality-of-service (QoS) controls;

(d) power availability.

CHS shall not be responsible for degraded call quality caused by Customer Equipment or network infrastructure.

8.3 Customer Responsibilities

The Customer shall ensure that:

(a) network infrastructure is suitable for VoIP operation;

(b) internet connectivity meets CHS recommended specifications;

(c) accurate emergency location information is provided where applicable;

(d) internal network configuration allows proper service operation.

8.4 Service Limitations

CHS shall not be responsible for degraded service quality resulting from:

(a) the Customer’s local network;

(b) internet connectivity failures;

(c) power outages;

(d) third-party hardware or software used by the Customer.

8.5 Outbound Call Allowances

Where the Quote specifies bundled outbound minutes for Hubbub Connect licences, such allowances shall apply on a per-licence basis and may be aggregated across the Customer’s active licences within the same site or account.

Outbound calls to destinations not covered by bundled allowances shall be billed according to the applicable Rate Card.

8.6 Overage for Outbound Minutes

Where outbound call usage exceeds the included allowances defined in the Quote, additional minutes shall be charged at the applicable per-minute rates defined in the Quote or Rate Card.

8.7 Special Call Types

Calls to international numbers, premium-rate numbers, or other special number ranges may incur additional charges in accordance with the Rate Card.

8.8 Inbound Calls

Inbound calls to standard geographic numbers may be included within the Hubbub Connect licence fee only where specified in the Quote.

However, inbound calls to certain non-geographic or special-rate numbers may incur charges in accordance with the Rate Card.

8.9 IVR and Queuing

Where inbound call queues or IVR functionality are used, CHS may apply reasonable concurrency limits or traffic management controls in order to maintain service stability and protect the platform from excessive load.

8.10 Hardware and Device Installation

Where CHS provides compatible desk phones or other devices for use with Hubbub Connect:

(a) devices are typically designed for plug-and-play installation by the Customer;

(b) the Customer is responsible for providing suitable power, network connectivity and internal wiring;

(c) CHS may provide remote assistance for device configuration where reasonably required.

Optional on-site installation services may be provided separately under an additional Quote or Statement of Work.

9. METERED USAGE

9.1 Metered Services

Certain Services are billed based on usage (“Metered Usage”). Metered Usage may include, but is not limited to:

(a) voice call minutes;

(b) SMS or messaging services;

(c) telecommunications routing charges;

(d) other usage-based services identified in the Quote or Rate Card.

9.2 Rate Card

Charges for Metered Usage shall be determined in accordance with the applicable Rate Card or the rates specified in the Quote.

The Rate Card may include pricing for various call destinations, number ranges, messaging services, or other telecommunications services.

9.3 Carrier Price Changes

Telecommunications services rely on wholesale carrier pricing which may change from time to time.

CHS reserves the right to update Metered Usage rates where necessary to reflect changes in wholesale telecommunications costs.

Where reasonably practicable, CHS shall provide at least thirty (30) days’ notice of such changes. 

Such changes shall not apply retrospectively.

9.4 Usage Bundles

Certain Service Plans may include Usage Bundles which provide a defined allowance of Metered Usage during each Billing Period.

Usage Bundles may apply to specific types of services, such as call minutes or messages, and shall be deducted from total Metered Usage recorded during the Billing Period.

9.5 Excess Usage

Where Metered Usage exceeds the applicable Usage Bundle allowance, additional usage shall be billed as Excess Usage at the rates specified in the Quote or Rate Card.

9.6 Application of Usage Bundles

Unless otherwise specified in the Quote, Usage Bundles apply only to the Customer’s committed licence quantities and do not extend to additional licences billed as Overage.

9.7 Additional Service Charges

Additional services or telecommunications features not included within the Customer’s Service Plan may be billed as Add-Ons or additional usage charges in accordance with the Quote or Rate Card.

9.8 Telecommunications Fraud

The Customer is responsible for securing its accounts, credentials and systems used to access the Services.

The Customer shall remain liable for all telecommunications usage generated through its account, including usage resulting from unauthorised access, compromised credentials, or fraudulent activity, except where the Customer demonstrates, with clear and verifiable evidence, that such usage resulted directly and solely from a material breach of CHS’ security obligations under this Agreement.

CHS may implement traffic monitoring or usage controls to detect and prevent telecommunications fraud.

10. PAYMENT TERMS

10.1 Invoicing and Payment

Unless otherwise specified in the Quote, all invoices issued by CHS are payable within fourteen (14) days of the invoice date.

10.2 Taxes

All Charges and fees are stated exclusive of VAT and any other applicable taxes, duties or levies, which shall be payable by the Customer in addition where applicable.

10.3 Disputed Invoices

If the Customer disputes any invoice in good faith, it shall notify CHS in writing promptly and in any event before the due date for payment, providing reasonable details of the disputed amount and the basis of the dispute.

The Customer shall pay all undisputed amounts in accordance with this Agreement.

10.4 Late Payment

Without prejudice to any other rights or remedies, CHS may charge interest on overdue undisputed amounts at the rate permitted under the Late Payment of Commercial Debts (Interest) Act 1998, or any successor legislation, from the due date until payment is made in full.

10.5 Set-Off

The Customer shall pay all amounts due under this Agreement in full without any set-off, counterclaim, deduction or withholding except as required by law.

10.6 Invoice Delivery

Invoices may be issued electronically and delivered by email or made available through the CHS Platform.

10.7 Price Adjustments

CHS may increase subscription fees (excluding usage-based charges, Metered Usage, and third-party pass-through costs) on renewal, or during the term where reasonably necessary, upon at least thirty (30) days’ written notice, including to reflect inflation, increased supplier costs, regulatory changes, or enhancements to the Services.

Unless otherwise agreed, any such increase shall not exceed the percentage increase in the UK Consumer Price Index (CPI) as published by the Office for National Statistics, plus 2% per annum.

11. AI-ENABLED SERVICES

11.1 AI Services

Certain Services may include artificial intelligence or machine-learning functionality (“AI-Enabled Services”), which may include but are not limited to:

(a) automated transcription of communications;

(b) AI-generated summaries;

(c) AI Agents or automated conversational assistants;

(d) AI-assisted operational tools designed to support call handling workflows.

11.2 Optional Use

AI-Enabled Services are optional features and may be enabled only where agreed in the Quote or activated through the CHS Platform configuration.

The Customer retains full control over whether such features are enabled or disabled.

11.3 Processing Role

Where AI-Enabled Services process Customer Data on behalf of the Customer, CHS acts as a Data Processor unless otherwise specified in the Data Processing Agreement.

The Customer remains responsible for:

(a) determining the lawful basis for processing personal data;

(b) providing appropriate transparency notices to End Users;

(c) ensuring compliance with applicable Data Protection Laws.

11.4 AI Model Providers

AI-Enabled Services may rely on third-party AI model providers or infrastructure providers.

CHS may change or update such providers where reasonably required for operational, security, performance or legal reasons, provided that such changes do not materially reduce the functionality of the relevant AI-Enabled Service.

11.5 Model Training

CHS does not use Customer Data to train general-purpose AI models unless explicitly agreed in writing.

Customer Data processed through AI-Enabled Services shall be handled in accordance with the Data Processing Agreement.

11.6 AI Output Limitations

AI-generated outputs, including transcripts, summaries, classifications or responses, are generated automatically and may be inaccurate, incomplete, or misleading.

CHS does not warrant the accuracy, reliability or completeness of AI outputs.

11.7 Human Oversight

The Customer is responsible for ensuring that appropriately trained personnel review AI-generated outputs before relying on them in operational processes.

AI outputs must not be relied upon as the sole basis for decisions that may affect individuals, including decisions relating to safeguarding, healthcare, employment actions, financial decisions, or other significant matters.

11.8 Prohibited AI Uses

Unless explicitly agreed in writing, the Customer shall not use AI-Enabled Services for:

(a) automated decision-making producing legal or similarly significant effects on individuals;

(b) clinical diagnosis or medical advice;

(c) emergency response decision-making;

(d) safeguarding triage without human review;

(e) legal or regulated financial advice.

11.9 Transparency to End Users

Where AI-Enabled Services interact directly with callers or End Users, the Customer is responsible for providing any disclosures or notices required by law or good practice regarding the use of automated systems or AI-generated content.

11.10 AI Feature Evolution

AI technologies evolve rapidly. CHS may update, replace, modify, suspend or withdraw AI-Enabled Services where reasonably required, including where:

(a) third-party AI providers change pricing, availability, or terms;

(b) regulatory, legal, or compliance requirements evolve;

(c) continued provision becomes commercially unviable;

Provided that, CHS shall use reasonable efforts to give notice where practicable and shall not materially reduce core functionality of the Services as defined in the applicable Quote.

12. SERVICE MAINTENANCE AND MODIFICATION

12.1 Maintenance

CHS may perform maintenance, repairs, upgrades, updates or other technical changes to the Services as reasonably required to maintain performance, security and reliability.

Maintenance activities may include system monitoring, software updates, infrastructure upgrades, security patches and other preventative or corrective maintenance.

12.2 Maintenance Windows

Scheduled maintenance may occur during designated Maintenance Windows.

Where reasonably practicable, CHS shall provide at least twenty-four (24) hours’ notice of scheduled Maintenance Windows through the CHS Platform, customer notifications, or the CHS service status page.

12.3 Emergency Maintenance

CHS may perform emergency maintenance without prior notice where reasonably required to:

(a) address security vulnerabilities;

(b) resolve service outages or operational faults;

(c) protect the integrity or stability of the CHS Platform;

(d) comply with legal or regulatory obligations.

12.4 Service Protection

CHS may temporarily suspend or interrupt Services where reasonably necessary to:

(a) preserve the integrity or security of the CHS Platform;

(b) prevent service abuse or operational instability;

(c) maintain overall service quality for Customers.

CHS shall use reasonable efforts to minimise disruption and restore Services as quickly as practicable.

12.5 Service Evolution

CHS may modify, enhance, replace or discontinue features of the Services from time to time provided that such changes do not materially degrade the overall core functionality of the Services described in the applicable Quote.

12.6 Platform Migration

Where operational or technical considerations require it, CHS may migrate the Services to alternative infrastructure, platforms, or network providers.

CHS shall provide reasonable notice of such migration where it may materially affect the Customer’s use of the Services.

12.7 Customer Implementation Requirements

Where service updates require configuration changes, software updates or other actions by the Customer, CHS shall provide reasonable notice where practicable.

CHS shall not be responsible for service disruption resulting from the Customer’s failure to implement required changes within a reasonable timeframe.

13. CUSTOMER OBLIGATIONS

13.1 Lawful Use

The Customer shall use the Services only for lawful purposes and in accordance with applicable laws and regulations.

13.2 Users

The Customer is responsible for all activities conducted through its Accounts and by its Users.

The Customer shall ensure that its Users comply with the terms of this Agreement and any applicable policies.

13.3 Infrastructure

The Customer is responsible for ensuring that its networks, internet connectivity, hardware and local systems meet the minimum technical requirements for use of the Services.

CHS shall not be responsible for service degradation or failure caused by:

(a) Customer network infrastructure;

(b) internet service providers;

(c) third-party equipment;

(d) local power outages.

13.4 Prohibited Activities

The Customer shall not use the Services to:

(a) engage in fraudulent or unlawful activity;

(b) generate artificial telecommunications traffic;

(c) conduct spam or unsolicited communications campaigns in violation of applicable law;

(d) bypass or undermine security safeguards within the Services;

(e) disrupt or degrade the operation of the Services or infrastructure.

13.5 Regulatory Compliance

The Customer remains responsible for compliance with all laws and regulations applicable to its activities, including but not limited to:

(a) telecommunications regulations;

(b) data protection laws;

(c) marketing and communications laws;

(d) sector-specific regulatory obligations applicable to the Customer’s operations.

13.6 Call Recording and Monitoring

Where the Customer records or monitors communications using the Services, the Customer is responsible for ensuring compliance with all applicable laws relating to call recording and monitoring, including obtaining any required consents or providing appropriate notices.

13.7 Marketing Compliance

Where the Services are used for marketing or fundraising communications, the Customer shall ensure compliance with applicable marketing regulations and consent requirements.

13.8 Abnormal Traffic Events

The Customer shall notify CHS at least twenty (20) Working Days (as defined in Schedule 1) in advance of any anticipated activity that may significantly increase traffic volumes.

For the purposes of this Agreement, abnormal traffic shall mean any sustained increase exceeding one hundred percent (100%) of the average traffic volume recorded during the preceding two (2) months.

13.9 Impact of Abnormal Traffic

CHS shall not be liable for service degradation resulting from abnormal traffic events where reasonable advance notice has not been provided.

13.10 Service Integrity

The Customer shall not use the Services in a manner that could reasonably be expected to damage the reputation, integrity or lawful operation of the CHS Platform or telecommunications networks.

13.11 Service Protection

Where abnormal traffic, misuse, fraud, or unlawful activity threatens the stability, security or lawful operation of the Services or associated infrastructure, CHS may apply reasonable traffic management measures, restrictions or suspension in accordance with Clause 24.

13.12 Customer Indemnity

The Customer shall indemnify and hold harmless CHS against any third-party claims, regulatory actions, damages, losses, liabilities and reasonable costs arising from:

(a) the Customer’s use of the Services in breach of applicable laws;

(b) content, communications, or data supplied or transmitted by or on behalf of the Customer through the Services;

(c) failure by the Customer to obtain required consents, notices, permissions, or lawful bases for processing;

(d) unlawful telemarketing, fundraising, communications or similar practices conducted by or on behalf of the Customer.

14. FAIR USE

14.1 Reasonable Usage

Services marketed as “unlimited” or without defined usage limits are intended for normal business usage patterns consistent with the purpose of the Services.

14.2 Excessive Usage

Usage that significantly exceeds typical operational patterns, or which places abnormal load on the CHS Platform or telecommunications networks, may be considered excessive usage.

Excessive usage may include but is not limited to:

(a) unusually high call volumes;

(b) automated or artificial traffic generation;

(c) activity inconsistent with the intended use of the Services.

14.3 Service Protection

Where excessive usage or abnormal activity is detected, CHS may apply reasonable service protection measures including:

(a) traffic management controls;

(b) temporary service restrictions;

(c) suspension of affected services where necessary to maintain service stability.

15. CONFIDENTIALITY

15.1 Confidential Information

Each Party may receive Confidential Information from the other Party in connection with the performance of this Agreement.

The receiving Party shall:

(a) keep such Confidential Information confidential;

(b) use the Confidential Information solely for the purpose of performing its obligations under this Agreement;

(c) protect the Confidential Information using at least the same level of care it uses to protect its own confidential information, and no less than a reasonable standard of care.

15.2 Permitted Disclosures

A Party may disclose Confidential Information to its employees, contractors, professional advisers, or subcontractors where such persons require access to the information for the purposes of performing obligations under this Agreement.

The disclosing Party shall ensure that such persons are subject to confidentiality obligations no less protective than those contained in this Agreement.

15.3 Exceptions

The confidentiality obligations in this clause shall not apply to information that:

(a) is or becomes publicly available other than through a breach of this Agreement;

(b) was lawfully known to the receiving Party prior to disclosure;

(c) is independently developed without reference to the disclosing Party’s Confidential Information;

(d) is lawfully obtained from a third party not under a duty of confidentiality.

15.4 Legal Disclosure

A Party may disclose Confidential Information where required to do so by law, regulation, court order, or competent regulatory authority.

Where reasonably practicable, the Party required to disclose such information shall notify the other Party in advance and cooperate to limit the scope of the disclosure where possible.

15.5 Customer References

Unless the Customer notifies CHS otherwise in writing, CHS may identify the Customer as a client of CHS in customer lists and marketing materials, provided that no Confidential Information is disclosed.

16. DATA PROTECTION

16.1 Compliance with Data Protection Laws

Each Party shall comply with applicable Data Protection Laws in connection with the processing of Personal Data under this Agreement.

16.2 Controller and Processor Roles

Where CHS processes Personal Data on behalf of the Customer in connection with the Services, CHS shall act as a Data Processor and the Customer shall act as the Data Controller.

The rights and obligations of the Parties in respect of such processing shall be governed by the Data Processing Agreement.

16.3 Independent Processing

CHS may process certain Personal Data as an independent Data Controller where such processing is necessary for the operation of the Services, including for purposes such as:

(a) service security and fraud prevention;

(b) billing and account management;

(c) compliance with legal or regulatory obligations;

(d) service performance monitoring.

16.4 Customer Responsibilities

The Customer is responsible for ensuring that any Personal Data processed through the Services is processed lawfully.

In particular, the Customer shall ensure that:

(a) a valid lawful basis exists for the processing of Personal Data;

(b) appropriate privacy notices are provided to End Users where required;

(c) any required consents for call recording, monitoring, or automated processing are obtained where applicable.

16.5 Recording and Monitoring

Where the Services are used to record or monitor communications, the Customer is responsible for ensuring that all applicable legal requirements relating to notification, consent and data protection are satisfied.

CHS provides recording functionality solely as a technical service and does not determine the legality of recording activities carried out by the Customer.

16.6 Security Measures

CHS shall implement appropriate technical and organisational measures designed to protect Personal Data processed in connection with the Services.

16.7 Data Processing Agreement

Processing of Personal Data by CHS on behalf of the Customer shall be governed by the Data Processing Agreement forming part of this Agreement.

17. INTELLECTUAL PROPERTY

17.1 Ownership of CHS Intellectual Property

All Intellectual Property Rights in the Services, the CHS Platform, and any related software, systems, documentation, and technology remain the exclusive property of CHS or its licensors.

This includes any updates, modifications, enhancements, or future developments relating to the Services.

17.2 Licence to Use the Services

Subject to the terms of this Agreement, CHS grants the Customer a limited, non-exclusive, non-transferable licence to access and use the Services solely for the Customer’s internal business purposes during the term of the Agreement.

17.3 Restrictions

Except as expressly permitted by this Agreement or by applicable law, the Customer shall not:

(a) copy, modify, or reproduce the Services;

(b) reverse engineer, decompile or disassemble the CHS Platform;

(c) create derivative works based on the Services;

(d) use the Services to build or offer a competing service.

17.4 Customer Content

The Customer retains ownership of any Customer Data or content transmitted through the Services.

The Customer is responsible for ensuring that it has obtained all necessary licences, permissions or rights required to use, transmit or store such content through the Services.

17.5 No Transfer of Ownership

Nothing in this Agreement shall be interpreted as transferring ownership of any Intellectual Property Rights between the Parties.

17.6 Customer Feedback

Where the Customer provides suggestions, feedback or recommendations relating to the Services, CHS may use such feedback without restriction or obligation, provided that no Confidential Information of the Customer is disclosed.

18. LIMITATION OF LIABILITY

18.1 Non-Excludable Liability

Nothing in this Agreement shall limit or exclude liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation;

(c) any liability which cannot be excluded or limited under applicable law.

18.2 Liability Cap

Subject to Clause 18.1 (Non-Excludable Liability) and Clause 18.5 (Exceptions to Limitation), the total aggregate liability of CHS arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total fees paid or payable by the Customer under the Agreement during the twelve (12) months immediately preceding the event giving rise to the claim.

18.3 Exclusion of Indirect Losses

To the maximum extent permitted by law, neither Party shall be liable for any indirect or consequential loss arising out of or in connection with the Agreement, including but not limited to:

(a) loss of profit;

(b) loss of business;

(c) loss of revenue;

(d) loss of goodwill;

(e) loss of anticipated savings.

Nothing in this Agreement shall limit the Customer’s obligation to pay Charges properly due under this Agreement.

18.4 Telecommunications Dependencies

CHS shall not be liable for service interruptions, delays or failures resulting from telecommunications carriers, internet service providers, or other third-party network providers outside the reasonable control of CHS.

18.5 Exceptions to Limitation

The limitation of liability set out in Clause 18.2 shall not apply to:

(a) CHS’ liability for breach of Clause 15 (Confidentiality);

(b) CHS’ liability arising from breach of the Data Processing Agreement, which shall instead be subject to a separate cap equal to 150% of the fees paid or payable by the Customer under the Agreement during the twelve (12) months immediately preceding the event giving rise to the claim;

(c) the Customer’s indemnity obligations under Clause 13.12.

18.6 Customer Misuse

CHS shall not be liable for losses arising from:

(a) misuse of the Services by the Customer or its Users;

(b) failure by the Customer to follow CHS instructions or recommended configurations;

(c) use of the Services in breach of this Agreement or applicable laws.

18.7 AI Outputs

AI-generated outputs provided through AI-Enabled Services are automated outputs which may contain inaccuracies.

CHS shall not be liable for decisions made by the Customer based solely on AI-generated outputs.

18.8 Data Loss

CHS shall not be responsible for any loss, corruption, deletion or unavailability of Customer Data except to the extent caused directly by CHS’ breach of its obligations under this Agreement or the Data Processing Agreement.

19. TERMINATION

19.1 Termination for Breach

Either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if:

(a) the other Party commits a material breach of this Agreement and, where the breach is capable of remedy, fails to remedy that breach within thirty (30) days of receiving written notice requiring it to do so; or

(b) the other Party repeatedly breaches the terms of this Agreement in a manner that reasonably indicates an unwillingness or inability to comply with the Agreement.

19.2 Non-Payment

CHS may terminate this Agreement with immediate effect where the Customer fails to pay any undisputed amount due under the Agreement within thirty (30) days after receiving written notice of the overdue payment.

19.3 Insolvency Events

Either Party may terminate the Agreement with immediate effect if the other Party:

(a) becomes insolvent or unable to pay its debts as they fall due;

(b) enters administration, liquidation, or receivership;

(c) proposes or enters into any arrangement with its creditors;

(d) has a receiver, administrator or similar officer appointed over its assets;

(e) ceases, or threatens to cease, carrying on a substantial part of its business.

19.4 Financial Distress

Either Party may terminate this Agreement where there is objective evidence that the other Party is unable to meet its financial obligations under this Agreement, or where there is objective evidence that its ability to perform its material obligations under this Agreement is reasonably in doubt.

19.5 Consequences of Termination

On termination or expiry of this Agreement for any reason:

(a) the Customer shall immediately cease all use of the Services, except to the extent expressly permitted by CHS for any agreed transition, wind-down, or data export period;

(b) all Charges, fees, Overage, Metered Usage charges and any other sums accrued or payable up to the date of termination shall become immediately due and payable;

(c) any rights granted to the Customer under this Agreement shall terminate automatically, save for any limited rights expressly stated to continue for transition or data export purposes;

(d) CHS may disable access to the Services and the Customer’s Accounts following termination;

(e) Customer Data shall be returned, made available for export, retained or deleted in accordance with Clause 28 (Data Retention and Deletion) and the Data Processing Agreement;

(f) termination or expiry shall not affect any accrued rights, remedies, obligations or liabilities of either Party existing at the date of termination; and

(g) any provision of this Agreement which expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect, including provisions relating to confidentiality, data protection, intellectual property, payment, limitation of liability, dispute resolution, audit and security assurance, and any indemnities.

19.6 Transitional Assistance

Any assistance requested by the Customer in connection with transition, migration, handover, data extraction, extended access, or offboarding after termination shall be subject to CHS’ reasonable availability and may be charged at CHS’ then-current professional services rates unless otherwise stated in the Quote or Statement of Work.

20. RENEWAL

20.1 Minimum Term

The Agreement shall remain in force for the Minimum Term specified in the Quote unless terminated earlier in accordance with this Agreement.

20.2 Automatic Renewal

Following the expiry of the Minimum Term, the Agreement shall automatically renew for successive periods of twelve (12) months on the same terms and conditions unless otherwise specified in the Quote or either Party provides written notice of termination in accordance with Clause 20.3.

20.3 Notice of Termination

Either Party may terminate the Agreement at the end of the Minimum Term or any renewal period by providing at least ninety (90) days’ written notice to the other Party.

20.4 Effect of Renewal

Unless otherwise agreed in writing, the commercial terms, licence quantities and pricing structures applicable at the time of renewal shall continue to apply during each renewal period.

20.5 Termination Rights Unaffected

Nothing in this clause shall limit either Party’s right to terminate the Agreement earlier under Clause 19 (Termination).

21. FORCE MAJEURE

21.1 Force Majeure Events

Neither Party shall be liable for any delay or failure in the performance of its obligations under this Agreement where such delay or failure results from a Force Majeure Event.

21.2 Examples of Force Majeure

Force Majeure Events include, but are not limited to:

(a) natural disasters including floods, earthquakes or severe weather;

(b) acts of government, regulatory restrictions or legal prohibitions;

(c) war, terrorism, civil unrest or national emergencies;

(d) cyber attacks, large-scale network disruptions or malicious interference with telecommunications infrastructure;

(e) widespread internet or telecommunications outages;

(f) pandemics or public health emergencies;

(g) failure of utilities or critical infrastructure beyond the reasonable control of the affected Party.

21.3 Mitigation

The Party affected by a Force Majeure Event shall use reasonable efforts to mitigate the impact of the event and resume performance of its obligations as soon as reasonably practicable.

21.4 Suspension of Obligations

Where a Force Majeure Event occurs, the affected Party’s obligations under the Agreement shall be suspended for the duration of the Force Majeure Event.

22. GOVERNING LAW AND DISPUTE RESOLUTION

22.1 Governing Law

This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and interpreted in accordance with the laws of England and Wales.

22.2 Jurisdiction

The Parties agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.

22.3 Good Faith Resolution

Before commencing formal legal proceedings, the Parties shall use reasonable efforts to resolve any dispute through good faith negotiations between authorised representatives of each Party.

23. ASSIGNMENT

23.1 Customer Assignment

The Customer shall not assign, transfer, sublicense or otherwise dispose of its rights or obligations under this Agreement without the prior written consent of CHS.

23.2 CHS Assignment

CHS may assign or transfer its rights or obligations under this Agreement to an Affiliate or as part of a merger, acquisition, or sale of business assets upon written notice to the Customer.

23.3 Subcontracting

CHS may subcontract performance of any part of the Services, provided that CHS remains responsible for its obligations under this Agreement.

24. SERVICE SUSPENSION

24.1 Right to Suspend

CHS may suspend or restrict access to the Services, in whole or in part, where reasonably necessary to:

(a) protect the security, integrity or availability of the Services;

(b) investigate suspected fraud, abuse, or unlawful activity;

(c) prevent excessive traffic or usage that threatens platform stability;

(d) comply with legal or regulatory obligations;

(e) prevent harm to other customers or telecommunications networks;

(f) respond to suspected compromise of Customer accounts, credentials, endpoints, or integrations.

24.2 Suspension for Non-Payment

CHS may suspend access to the Services where undisputed invoices remain unpaid after the applicable due date and after reasonable written notice to the Customer, which may be given by email.

24.3 Customer Cooperation

Where suspension occurs due to suspected misuse or abnormal traffic, the Customer shall cooperate with CHS in investigating and resolving the issue.

24.4 Restoration of Services

CHS shall restore suspended Services as soon as reasonably practicable once the cause of suspension has been resolved.

25. SECURITY AND RESILIENCE

25.1 Security Controls

CHS shall implement and maintain technical and organisational security measures appropriate to the nature, scope, context and risks of the Services and Customer Data, designed to protect their confidentiality, integrity and availability.

25.2 Operational Security

Such measures may include, where appropriate:

(a) network security monitoring;

(b) vulnerability management and patching;

(c) access control and authentication controls;

(d) encryption of data in transit and at rest;

(e) incident detection and response procedures;

(f) secure backup and recovery management.

25.3 Business Continuity

CHS shall maintain business continuity and disaster recovery arrangements appropriate for the nature of the Services.

25.4 Security Improvements

CHS may update or improve security controls where necessary to respond to evolving threats or regulatory expectations.

26. AUDIT AND SECURITY ASSURANCE

26.1 Security Documentation

CHS may provide security documentation, policies, or compliance statements describing its operational and information security practices upon reasonable request.

26.2 Customer Security Assessments

Where reasonably required for regulatory, procurement or compliance purposes, the Customer may request information regarding CHS security controls by way of questionnaires, summary documents or other written responses reasonably requested by the Customer, subject to confidentiality, proportionality and security restrictions.

26.3 Protection of Security Information

CHS shall not be required to disclose information that could reasonably compromise the security of its systems or infrastructure.

26.4 No On-Site Audit Right

Nothing in this Agreement grants the Customer a right to conduct on-site audits, penetration testing, vulnerability scanning, or direct inspection of CHS systems unless expressly agreed in writing.

27. BETA OR EXPERIMENTAL FEATURES

27.1 Beta Features

From time to time CHS may make available features designated as beta, preview, experimental, or similar.

Beta features may be subject to additional service-specific terms.

27.2 Limited Availability

Such features are provided for evaluation purposes and may be modified, suspended, or withdrawn at any time.

27.3 No Service Commitment

Beta features may not be subject to Service Level Agreements or support commitments.

27.4 Use at Customer Risk

The Customer acknowledges that beta features may contain errors or limitations and should not be relied upon for critical operational processes.

28. DATA RETENTION AND DELETION

28.1 Service Data Retention

CHS shall retain Customer Data only for as long as necessary to provide the Services and fulfil contractual or legal obligations.

28.2 Customer Responsibility

The Customer is responsible for exporting or retrieving any Customer Data it requires before termination of the Agreement, subject to any reasonable transitional assistance agreed under Clause 19.6.

28.3 Data Export Period

Following termination, the Customer may request export of Customer Data for a period of thirty (30) days.

Data shall be provided in a commonly used electronic format.

CHS may charge reasonable fees for data extraction or bespoke export requests.

28.4 Post-Termination Deletion

Following termination of the Agreement and any applicable retention period, CHS may securely delete Customer Data in accordance with its data retention policies.

Deletion may occur in accordance with CHS’ standard backup rotation and archive retention processes, meaning residual copies may remain in backup media for a limited period before secure overwrite or deletion.

28.5 Legal Retention

CHS may retain data where required by applicable law, regulatory obligations, or legitimate operational purposes such as fraud prevention.

29. NOTICES

Any notice given under this Agreement shall be in writing and may be delivered by email, by hand, or by pre-paid first-class post to the contact details set out in the Quote or otherwise notified by a Party for notice purposes.

A notice shall be deemed received:

(a) if delivered by hand, at the time of delivery;

(b) if sent by email, at the time of transmission, provided no delivery failure notice is received;

(c) if sent by post, at 9.00 a.m. on the second Working Day after posting.

SCHEDULES

Schedule 1 – Definitions

Call Handling Services Ltd (CHS)
Version: 2.0
Last Updated: May 2026

(For the purposes of the Agreement, the following terms shall have the meanings set out below.)

Schedule 2 – Service Definitions

Call Handling Services Ltd (CHS)
Version: 2.0
Last Updated: May 2026

(For the purposes of the Agreement, the following terms shall have the meanings set out below.)

Schedule 3 – Standard Service Level Agreement

Call Handling Services Ltd (CHS)
Version: 3.0
Last Updated: May 2026

Initial Version: February 2013

1. Overview and Application

1.1 Purpose

This Service Level Agreement (‘SLA’) sets out the standard service support arrangements, fault handling procedures, operational communications, service targets, and escalation paths applicable to the Services.

1.2 Relationship with the Agreement

This SLA forms part of the Agreement between Call Handling Services Ltd (‘CHS’) and the Customer.

In the event of any conflict between this SLA and the General Terms and Conditions, the order of precedence set out in the Agreement shall apply.

1.3 Scope

This SLA applies to the Services specified in the applicable Quote and, where relevant, the Statement of Work.

1.4 Amendments

This SLA may only be amended in writing by agreement of the Parties, except where changes are required to reflect updates expressly permitted under the Agreement.

1.5 Ownership

This SLA is owned by CHS.

2. Definitions

Unless otherwise defined in this SLA, capitalised terms shall have the meanings given to them in Schedule 1 (Definitions) and Schedule 2 (Service Definitions).

The following definitions apply specifically for the purposes of this SLA:

2.1 Call Delivery

“Call Delivery” means the routing and delivery of inbound or outbound voice communications through the CHS Platform as part of the Services.

2.2 Carrier Network

“Carrier Network” means the telecommunications network and underlying infrastructure used by CHS or its carrier partners to transmit voice, messaging, and related communications traffic.

2.3 Carrier Partner

“Carrier Partner” means a telecommunications provider engaged by CHS for the provision of inbound or outbound telecommunications services.

2.4 Client Support

“Client Support” means CHS’ support function responsible for receiving Fault Reports, handling service requests, and coordinating operational communications during Working Hours and, where applicable, Out-of-Hours.

2.5 Control Centre

“Control Centre” means the administrative or Virtual Call Center web portal, made available by CHS to the Customer for monitoring, configuring, or managing aspects of the Services, where applicable.

2.6 CPE

“CPE” means Customer Premises Equipment, including telephony equipment, PBX systems, routers, firewalls, handsets, or other equipment under the Customer’s control.

2.7 Excused Outage

“Excused Outage” means any outage, service degradation, or failure caused by:

(a) the Customer’s network, internet connectivity, CPE, or any part of it, unless CHS has expressly agreed in writing to manage that element;

(b) the acts or omissions of the Customer or its employees, contractors, or agents;

(c) the Customer’s breach of the Agreement;

(d) the Customer’s failure or delay in complying with CHS’ reasonable instructions;

(e) refusal or failure to allow CHS reasonable access where required to diagnose or remedy the issue;

(f) acts or omissions of third parties outside CHS’ reasonable control, including fibre cuts or external network incidents; or

(g) a Force Majeure Event.

2.8 Fault

“Fault” means a reproducible fault, outage, Materially Impaired, or Service downtime affecting the Services, other than a Planned Outage, Excused Outage, agreed downtime, or issue outside the scope of CHS support responsibilities, which has been reported to CHS in accordance with this SLA.

2.9 Fault Report

“Fault Report” means the report of a Fault recorded by CHS in its service desk or fault management system.

2.10 Materially Impaired

“Materially Impaired” means a significant reduction in the availability, call delivery, routing capability, or performance of a Critical Service such that:

(a) more than fifty percent (50%) of active Users are unable to access or use core call handling functionality; or  

(b) there is a material inability to route or receive calls affecting a majority of inbound or outbound traffic; or  

(c) the Service is otherwise materially impacted in a manner that significantly affects normal business operations, as determined by CHS acting reasonably.

2.11 Out-of-Hours

“Out-of-Hours” means any time outside Working Hours and includes Bank Holidays and public holidays in England and Wales.

2.12 Planned Outage

“Planned Outage” means any Service downtime:

(a) scheduled by CHS or a Carrier Partner to carry out preventative maintenance, upgrades, or infrastructure works;

(b) caused by upgrade services in relation to the Services, CHS Platform, or Carrier Network; or

(c) caused by services requested or authorised by the Customer.

2.13 Platform Fault

“Platform Fault” means a Fault attributable to the CHS Platform or Services and not attributable to Customer Equipment, Customer connectivity, or third-party systems outside CHS’ reasonable control.

2.14 Total Loss of Telephony

“Total Loss of Telephony” means a complete inability for callers to access the Service, or for calls to be routed to available agents, where the root cause is attributable to the CHS Platform or Services and not to Customer Equipment, Customer connectivity, or third-party systems outside CHS’ reasonable control.

2.15 Working Hours

“Working Hours” means CHS’ standard support hours, being Monday to Thursday, 09:00 to 17:30, and Friday, 09:00 to 17:00, excluding weekends and public holidays in England and Wales.

3. Fault Management

3.1 Fault Reporting

Before reporting a Fault, the Customer shall carry out reasonable first-line checks to establish whether the issue appears to relate to the Services rather than to Customer Equipment, internal telephony systems, local network connectivity, or third-party services.

Where available, the Customer should also:

(a) consult any self-help information or documentation made available by CHS through the Control Centre or other customer resources; and

(b) review the CHS service status page for known incidents, service-affecting events, or Planned Outages.

3.2 Service Status Page

The CHS service status page is the primary channel for publishing official information on known incidents, Planned Outages, and service-affecting events.

The Customer should review the CHS service status page before raising a Fault where reasonably practicable and is encouraged to subscribe to service status updates where that functionality is available.

Status Page URL:
https://www.callhandling.co.uk/resources/status/

3.3 Fault Reporting Procedure

When reporting a Fault, the reporting party shall provide sufficient information to enable CHS to investigate and classify the issue. This should include, where applicable:

(a) the Customer’s organisation name;

(b) the public service number(s) affected;

(c) the name of the reporting individual;

(d) the time the issue commenced, if known;

(e) a description of the Fault;

(f) details of any checks already carried out to establish whether local equipment, connectivity, or third-party systems may be at fault; and

(g) contact details for updates.

CHS shall determine the classification and priority of all Incidents acting reasonably, taking into account the nature, impact, and scope of the Fault.

3.4 Reporting During Working Hours

During Working Hours, Fault Reports should be made to Client Support using the contact details set out in Appendix B.

3.5 Reporting Out-of-Hours

Out-of-Hours, Fault Reports requiring urgent attention must be made by telephone unless otherwise agreed, as email may not be regularly monitored outside Working Hours.

Where a Fault is reported Out-of-Hours, the Customer must provide a valid contact number on which a relevant representative can be reached. If the Customer provides an unmanned, unavailable, or inoperable contact number, CHS shall not be responsible for delays resulting from the inability to make contact.

CHS provides support for service-affecting incidents. For P1 and P2 Incidents, CHS will use reasonable endeavours to respond and progress resolution outside Working Hours.

3.6 Fault Report Timing

Response times shall be measured from the time that a valid Fault Report is recorded by CHS in its service desk or fault management system.

3.7 Record of Timing

In the event of a dispute regarding outage commencement, duration, response time, or restoration time, CHS’ service desk records and relevant system logs shall be the primary records for determining the relevant timings, unless the Customer provides clear evidence to the contrary.

3.8 No Fault Found

If CHS has investigated the issue and determined that the Fault is not attributable to the CHS Platform, Services, or Carrier Network under CHS’ control, CHS may advise the Customer that the issue appears to lie with the Customer’s own systems, third-party line provider, internet provider, or CPE maintainer. In that case, the Customer shall be responsible for progressing the issue with the relevant third party.

3.9 Incident Response

Each Incident shall be assigned an internal Incident Owner responsible for coordinating investigation, resolution activities, and communications.

CHS operates a structured Incident Response process, including:

(a) identification and triage;

(b) escalation based on impact and severity;

(c) engagement of relevant technical and operational teams; and

(d) activation of disaster recovery or third-party providers where required.

4. Fault Clearance and Closure

4.1 Fault Clearance

CHS will notify the Customer when a reported Fault is believed to have been cleared and service restored, unless another communication method has been agreed or the Customer has been directed to the service status page for incident updates.

4.2 Closure Information

Where applicable, the following information may be recorded by CHS when closing a Fault Report:

(a) relevant contact names or identifiers;

(b) service restoration time;

(c) fault resolution time;

(d) actions taken to restore service; and

(e) a summary of the identified cause or resolution.

4.3 Disputed Clearance

If Fault clearance cannot be agreed, either Party may initiate the escalation process set out in Appendix B.

5. Recovery Objectives

5.1 Recovery Time Objective (RTO)

CHS targets a Recovery Time Objective of eight (8) hours for a Platform Fault requiring platform-level recovery, measured from the point at which CHS confirms that a platform-level recovery procedure is required.

5.2 Recovery Point Objective (RPO)

To support service resilience, CHS maintains backups, replication, or other continuity measures appropriate to the Services and its business continuity arrangements.

CHS targets a Recovery Point Objective of sixty (60) minutes for platform data, subject to the applicable backup and replication architecture for the relevant Services.

6. Operational Communications

6.1 Scheduled Works

CHS may carry out Planned Outages and routine maintenance in accordance with the Agreement.

CHS will use reasonable endeavours to notify the Customer in advance of Planned Outages likely to affect the Services.

Planned Outages may include operating system updates, software updates, security patches, infrastructure maintenance, upgrades, or rolling deployments. CHS will use reasonable endeavours to minimise downtime and service impact.

Any service outage resulting from a notified Planned Outage shall be excluded from service availability calculations.

6.2 Carrier Partner Works

CHS shall not be responsible for Planned Outages or unplanned service impacts arising from works undertaken by Carrier Partners or third-party providers outside CHS’ reasonable control, although CHS will use reasonable efforts to communicate material known impacts where relevant.

6.3 Customer Scheduled Works

The Customer must provide reasonable advance notice of any planned maintenance, works, or changes on the Customer side that may affect the Services, trigger alarms, or cause apparent service issues.

Unless otherwise agreed, the Customer should provide at least five (5) Working Days’ notice of such planned works.

Where relevant, the Customer should provide:

(a) a unique reference for the planned works;

(b) the proposed date and time;

(c) the expected duration; and

(d) the likely service impact.

CHS shall not be responsible for loss or degradation of Service resulting from works undertaken directly by, or through a third party on behalf of, the Customer.

6.4 Operational Change Procedure

Once a Service has completed any agreed testing period and has been accepted or deemed live under the Agreement, subsequent service amendments requested by the Customer shall be treated as service changes.

Service changes may include, without limitation:

(a) voice prompts;

(b) routing paths;

(c) geographic routing;

(d) menu options;

(e) new service groups;

(f) queuing parameters;

(g) voicemail points; and

(h) fixed translation destinations not within the Customer’s own self-service administration controls.

Such change requests should be notified to Client Support by email unless another method has been agreed.

6.5 Validation of Change Requests

CHS may take reasonable steps to validate the identity, authority, and authenticity of the sender of any change request. If CHS has any doubt regarding the sender’s authority or the validity of the request, CHS may seek confirmation from the Customer before actioning it.

6.6 Change Lead Times

Lead time for a change request shall commence once:

(a) CHS has received all information reasonably required to complete the change; and

(b) CHS is satisfied that the request is valid and has been initiated by the Customer or by an authorised person acting on its behalf.

CHS will acknowledge receipt of a change request within twenty-four (24) Working Hours.

6.7 Standard Change Classification

Unless otherwise agreed, service amendments are typically classified as P4 – Standard Change Requests and handled in accordance with the service levels set out in Appendix A.

If a requested change is unusually extensive or depends on external factors outside CHS’ reasonable control, CHS may provide an extended estimated delivery timeframe.

If CHS requires further information from the Customer to complete a change request and the Customer does not provide that information promptly, the applicable lead time shall be suspended until the required information is received.

7. Service Management

7.1 Service Reviews

Service review meetings may be held on a regular basis, and in any event not less than once per year where agreed between the Parties.

Either Party may request an interim service review meeting to discuss technical, operational, or service performance issues.

7.2 Reports and Statistics

Where available and relevant, reports or service statistics may be made available to the Customer and discussed during service review meetings.

7.3 Attendance Charges

Unless otherwise agreed in the Quote or Statement of Work, CHS reserves the right to charge for physical on-site meeting attendance.

Appendix A – Service Levels

A.1 Service Priorities and Targets

​

* Target restoration / workaround times may include temporary workarounds where full resolution is not immediately achievable. Where a Fault is outside CHS’ reasonable control (including third-party providers), CHS will use reasonable endeavours to restore service as soon as practicable, and target times may not be achievable.

** “Critical Service” refers to the core call routing, call delivery and telephony functionality of the CHS Platform (as defined in Schedule 2).

*** SLA targets are measured during Working Hours (as defined in Section 2.14). For Priority 1 and Priority 2 Incidents, CHS may, at its discretion, undertake investigation or remediation outside Working Hours, but no obligation is assumed and such activities shall not affect SLA measurements.

**** P4 entries relate to service change requests (not Incidents) and are included for operational completeness, as changes to the Service may introduce service impact if not managed appropriately.

A.2 Incident Management and Escalation

For internal operational purposes, CHS maps incident priorities to its Business Continuity escalation model as follows:

• P1 aligns to Major Incident (Tier 3) requiring senior coordination.
• P2 aligns to Tier 2 incidents requiring coordinated response.
• P3 and P4 align to Tier 1 incidents managed through standard operations.

This mapping supports internal escalation and does not alter Customer-facing priority definitions.

CHS maintains structured incident management and business continuity processes aligned with recognised industry standards.

Where a P1 Incident is designated as a Major Incident, CHS will:

1. prioritise restoration of critical services;
2. allocate appropriate internal resources; and
3. provide regular updates to affected Customers appropriate to the severity and impact of the incident.

P1 and P2 Incidents may be actively managed outside Working Hours where required to restore service, subject to operational feasibility. 

CHS shall use reasonable endeavours to communicate material service impacts and progress updates for P1 and P2 Incidents. 

A.3 Service Dependencies and Continuity

In the event of a P1 Incident, CHS will use reasonable endeavours to restore the Services in line with its internal recovery objectives.

The Customer acknowledges that the Services depend in part on third-party providers, including telecommunications and infrastructure providers.

CHS shall not be liable for delays or failures caused by such third parties outside its reasonable control.

A.4 Service Availability

The Services are intended to be available 24 hours a day, 7 days a week, 365 days a year, subject to the exclusions set out in this SLA and the Agreement.

Target Service Availability is 99.9%, measured monthly unless otherwise specified in the Agreement.

Service Availability is calculated as the percentage of time during a calendar month in which the core Service is available for normal operational use, excluding any periods of:

(a) Planned Outages;

(b) emergency maintenance;

(c) Excused Outages;

(d) agreed downtime;

(e) Force Majeure Events; and

(f) failures attributable to third-party carriers, infrastructure providers, or network services outside CHS’ reasonable control.

For the purposes of availability measurement:

• a Service shall be considered unavailable only where there is a material loss of Call Delivery or a Total Loss of Telephony; and
• partial degradation or non-critical functionality issues shall not constitute unavailability unless they result in a material inability to use the core Service.

Availability calculations shall be based on CHS monitoring systems and service records unless the Customer, acting reasonably, provides clear evidence to the contrary.

CHS may, at its sole discretion, offer service credits or commercial adjustments in exceptional circumstances.

CHS shall use reasonable endeavours to meet the service levels set out in this SLA, but failure to meet such targets shall not give rise to any financial compensation.

CHS may, at its sole discretion, offer service credits or commercial adjustments in exceptional circumstances, subject to separate written agreement.

Appendix B – Contact Details and Escalation Paths

B.1 Operational Communications

For change requests, service queries, and Fault Reports:

Email (monitored during working hours ONLY):

clientsupport@callhandling.co.uk  

Telephone (diverts to support IVR and answering service Out-of-hours):

0333 321 0888 

B.2 CHS Escalation Path

Where an ongoing Fault has not been resolved, or a response has not been received within the applicable target times, the Customer may escalate the issue using the escalation path below:

Level 1 – Client Support Manager  

Email: [support escalation email]  

Telephone: [support escalation number]

Level 2 – Senior Operations Escalation (Senior Operations Team Leader / Director Level)

Email: [senior escalation email]  

Telephone: [senior escalation number]

The applicable contact details shall be provided directly to the Customer in the Quote, Statement of Work, onboarding documentation, customer portal, or otherwise on commencement of the Services.

CHS may update operational contact details and escalation contacts from time to time on notice to the Customer without requiring formal amendment to this SLA.

B.3 Customer Escalation Path (Optional)

Where required, the Customer may provide an escalation path for operational or service-related issues within its organisation.

If no escalation path is provided, CHS shall not be responsible for delays arising from the Customer’s internal communication or escalation processes and shall communicate with the Customer’s nominated contacts as defined in the Quote or otherwise notified to CHS.

B.4 Customer Authorised Contacts (Optional)

If the Customer requires CHS to accept change requests only from specific authorised individuals, those individuals shall be identified below.

Individuals authorised to make change requests on behalf of [Customer Name]:

This SLA forms part of the Agreement between CHS and the Customer.

Approved by the Board of Directors.

Schedule 4 – Data Processing Agreement

Call Handling Services Ltd (CHS)
Version: 2.0
Last Updated: May 2026

Initial Version: October 2023

1. PURPOSE AND SCOPE

1.1 Purpose

This Data Processing Agreement (‘DPA’) governs the processing of Personal Data by Call Handling Services Ltd (‘CHS’) on behalf of the Customer in connection with the provision of the Services under the Agreement.

1.2 Application

This DPA applies where CHS processes Personal Data as a Data Processor on behalf of the Customer.

1.3 Relationship with the Agreement

This DPA forms part of the Agreement.
In the event of any conflict, the order of precedence set out in the Agreement shall apply.

2. DEFINITIONS

Unless otherwise defined in this DPA, capitalised terms shall have the meanings given to them in Schedule 1 (Definitions) and Schedule 2 (Service Definitions).

The following definitions apply specifically for the purposes of this DPA:

1. “UK GDPR” means the UK General Data Protection Regulation;
2. “Personal Data”, “Controller”, “Processor”, “Data Subject”, “Processing” have the meanings given under Data Protection Laws;
3. “Subprocessor” means a third party engaged by CHS to process Personal Data on behalf of the Customer.

3. ROLES OF THE PARTIES

3.1 Controller and Processor

1. The Customer acts as Data Controller
2. CHS acts as Data Processor

3.2 Controller Responsibilities

The Customer is responsible for:

1. determining the purposes and lawful basis for processing;
2. providing appropriate privacy notices;
3. ensuring lawful collection and use of Personal Data;
4. ensuring appropriate safeguards for vulnerable persons where applicable.

3.3 CHS Processing Scope

CHS shall process Personal Data only:

1. to provide the Services;
2. in accordance with the Agreement; and
3. on documented instructions from the Customer.

4. NATURE AND PURPOSE OF PROCESSING

4.1 Nature of Processing

Processing may include:

1. transmission of communications (voice, SMS, messaging);
2. storage of call recordings and voicemails;
3. transcription and summarisation;
4. routing and handling of communications;
5. platform administration and configuration;
6. support and maintenance activities.

4.2 Categories of Data Subjects

May include:

1. Customer staff and users;
2. callers and end users;
3. members of the public interacting with the Customer;
4. third-party contacts.

4.3 Categories of Personal Data

May include:

1. contact details (name, phone number, email);
2. communication content (calls, messages, recordings);
3. call metadata and usage data;
4. account and user configuration data;
5. any other data submitted by the Customer.

4.4 Special Category Data

The Customer acknowledges that:

1. the Services may incidentally process Special Category Data;
2. CHS does not intentionally collect such data;
3. the Customer is responsible for ensuring lawful processing where such data is included.

5. CUSTOMER INSTRUCTIONS

5.1 Instructions

CHS shall process Personal Data only on documented instructions from the Customer, including as set out in:

1. the Agreement;
2. the configuration of the Services;
3. use of the CHS Platform.

5.2 Unlawful Instructions

If CHS reasonably believes an instruction breaches Data Protection Laws, CHS may:

1. notify the Customer; and
2. suspend the relevant processing until clarified.

6. CONFIDENTIALITY

CHS shall ensure that:

1. personnel authorised to process Personal Data are subject to confidentiality obligations;
2. access to Personal Data is limited to those who require it for service delivery.

7. SECURITY MEASURES

7.1 General Obligation

CHS shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk.

7.2 Measures May Include

1. encryption in transit and at rest (where appropriate);
2. access controls and authentication;
3. network security monitoring;
4. vulnerability management and patching;
5. incident detection and response;
6. secure backup and recovery.

7.3 Ongoing Improvements

CHS may update security measures to reflect:

1. evolving threats;
2. industry best practices;
3. regulatory requirements.

8. SUBPROCESSORS

8.1 Authorisation

The Customer provides general authorisation for CHS to appoint Subprocessors.

8.2 Subprocessor Obligations

CHS shall ensure Subprocessors:

1. are subject to contractual obligations equivalent to this DPA;
2. provide appropriate safeguards under Data Protection Laws.

8.3 Subprocessor Transparency

CHS shall:

1. make information about Subprocessors available (e.g. via website or on request);
2. notify Customers of material changes where reasonably practicable.

9. INTERNATIONAL TRANSFERS

9.1 Transfers

Where Personal Data is transferred outside the UK, CHS shall ensure appropriate safeguards are in place, including:

1. UK International Data Transfer Agreement (IDTA);
2. adequacy decisions; or
3. other lawful transfer mechanisms.

9.2 Customer Acknowledgement

The Customer acknowledges that certain services (e.g. cloud infrastructure or AI providers) may involve international processing.

10. DATA SUBJECT RIGHTS

10.1 Assistance

CHS shall provide reasonable assistance to the Customer to enable it to:

1. respond to Data Subject requests;
2. meet its obligations under Data Protection Laws.

10.2 Direct Requests

If CHS receives a request directly from a Data Subject:

1. CHS shall not respond directly (unless required by law);
2. CHS shall notify the Customer where reasonably practicable.

11. PERSONAL DATA BREACHES

11.1 Notification

CHS shall notify the Customer without undue delay upon becoming aware of a Personal Data Breach affecting Personal Data processed on behalf of the Customer. Where reasonably practicable, CHS will aim to provide such notification within forty-eight (48) hours of becoming aware of the Personal Data Breach.

11.2 Information Provided

CHS shall provide:

1. a description of the breach (where known);
2. likely impact;
3. measures taken or proposed;

11.3 Cooperation

CHS shall provide reasonable cooperation to support the Customer’s compliance obligations.

12. DATA PROTECTION IMPACT ASSESSMENTS

CHS shall provide reasonable assistance to the Customer with:

1. Data Protection Impact Assessments (DPIAs);
2. prior consultations with regulators;

to the extent such assistance is reasonably required and proportionate.

13. AUDIT AND INFORMATION RIGHTS

13.1 Documentation

In order to demonstrate compliance, CHS may provide:

1. security documentation;
2. policies;
3. summary responses.

13.2 Audit Limitations

The Customer acknowledges that:

(a) CHS shall not be required to permit intrusive audits, on-site inspections, penetration testing, or direct system access unless expressly agreed in writing;

(b) audit requests must be reasonable, proportionate, and not compromise the security, confidentiality, or integrity of CHS systems or other customers;

(c) in lieu of intrusive audits, CHS shall provide reasonable evidence of compliance upon request, which may include policies, certifications, summaries of controls, or responses to security questionnaires, subject to confidentiality obligations.

14. DATA RETENTION AND DELETION

14.1 Retention

CHS shall retain Personal Data only as necessary:

1. to provide the Services;
2. to meet legal or operational requirements.

14.2 Return or Deletion

Upon termination:

1. Personal Data shall be returned or made available for export in accordance with the Agreement;
2. CHS may delete data after the defined export period.

14.3 Backup Systems

Residual copies may remain in backup systems for a limited period before deletion.

15. AI-ENABLED PROCESSING

Where AI-Enabled Services are used:

1. CHS processes Personal Data in accordance with this DPA;
2. CHS does not use Customer Data to train general AI models unless agreed by writing;
3. AI outputs are generated automatically and require human oversight;
4. the Customer remains responsible for lawful use and transparency to End Users.

16. LIABILITY

Liability arising under this DPA shall be subject to the limitations set out in the Agreement.

17. TERM

This DPA shall:

1. remain in force for the duration of the Agreement; and
2. continue for as long as CHS processes Personal Data on behalf of the Customer.

18. CONTACT

Data protection enquiries may be directed to:

Data Protection Officer
Call Handling Services Ltd
clientsupport@callhandling.co.uk  

This DPA forms part of the Agreement between CHS and the Customer.

Approved by the Board of Directors

Schedule 5 – Fair Use Policy

Call Handling Services Ltd (CHS)
Version: 2.0
Last Updated: May 2026

Initial Version: October 2023

1. PURPOSE

This Fair Use Policy (‘Policy’) sets out the principles governing reasonable and responsible use of the services provided by Call Handling Services Ltd (‘CHS’), including any features or services described as “unlimited” under the Agreement.

The purpose of this Policy is to:

1. maintain the performance, stability, and integrity of the CHS Platform;
2. ensure fair access to Services for all Customers;
3. prevent misuse, abuse, or excessive consumption of shared resources; and
4. support compliance with applicable laws and regulatory obligations.

2. APPLICATION

2.1 Scope

This Policy applies to all Services provided by CHS and, in particular, to any Services, features, or usage allowances described as:

1. “Unlimited”;
2. “inclusive”; or
3. not subject to an explicit usage cap.

2.2 Interpretation of “Unlimited”

“Unlimited” Services are intended to support normal business usage patterns consistent with the intended purpose of the Services.

“Unlimited” does not mean:

1. unrestricted or unbounded usage;
2. usage that materially exceeds typical operational patterns; or
3. usage that adversely impacts the CHS Platform, telecommunications networks, or other Customers.

3. ACCEPTABLE USE

Customers shall use the Services in a manner consistent with:

• legitimate business or organisational purposes;
• the intended functionality of the Services; and
• applicable laws, regulations, and industry standards.

This includes, but is not limited to:

(a) conducting lawful communications and operational activities;
(b) complying with data protection laws, including UK GDPR;
(c) ensuring appropriate transparency and consent where communications are recorded or monitored;
(d) complying with marketing, fundraising, and communications regulations; and
(e) ensuring that use of AI-Enabled Services includes appropriate human oversight and safeguards where required.

4. EXCESSIVE OR UNFAIR USE

4.1 General Principle

Use of the Services may be considered excessive, unreasonable, or unfair where it:

1. materially exceeds normal or expected usage patterns;
2. places disproportionate load on the CHS Platform or supporting infrastructure; or
3. creates operational, financial, or service delivery risks for CHS or other Customers.

4.2 Examples of Excessive Use

Examples may include, but are not limited to:

(a) unusually high or sustained call volumes inconsistent with typical usage profiles;
(b) automated, artificial, or programmatically generated traffic not aligned with normal business use;
(c) excessive concurrent usage or session activity that degrades platform performance;
(d) abnormal messaging or communication volumes (including bulk or campaign activity beyond expected patterns);
(e) usage that generates disproportionate support, administrative, or operational overhead; or
(f) activity that attempts to circumvent intended service limits, billing models, or controls.

5. PROHIBITED USE

Customers shall not use the Services in a manner that:

(a) is unlawful, fraudulent, or deceptive;
(b) involves spam, unsolicited communications, or unlawful marketing practices;
(c) impersonates individuals or organisations or misleads End Users;
(d) exploits or targets vulnerable individuals in a harmful or misleading manner;
(e) attempts to bypass security, authentication, or service controls;
(f) introduces malicious code, disrupts service operation, or compromises platform integrity; or
(g) infringes intellectual property rights or transmits unlawful or harmful content.

6. TELECOMMUNICATIONS AND NETWORK INTEGRITY

Customers acknowledge that the Services rely on shared telecommunications and infrastructure resources.

CHS may apply reasonable controls to:

1. manage traffic volumes;
2. prevent congestion or degradation of service;
3. protect the integrity of telecommunications networks; and
4. mitigate fraud, abuse, or security risks.

7. AI-ENABLED SERVICES

Where AI-Enabled Services are used:

1. such Services must be used in accordance with the Agreement and applicable policies;
2. Customers must ensure appropriate human oversight where outputs may impact individuals;
3. AI functionality must not be used for prohibited purposes, including automated decision-making with legal or similarly significant effects without appropriate safeguards.

8. MONITORING AND ENFORCEMENT

8.1 Monitoring

CHS may monitor usage patterns, traffic volumes, and system activity to:

1. ensure compliance with this Policy;
2. detect misuse, fraud, or abnormal activity; and
3. maintain service performance and reliability.

8.2 Action

Where CHS reasonably believes that usage breaches this Policy, CHS may take proportionate action, including:

(a) notifying the Customer and requesting corrective action;
(b) applying traffic management or usage controls;
(c) restricting or suspending affected Services;
(d) requiring migration to an alternative pricing model or service plan more appropriate to the usage profile and/or apply charges in accordance with the Rate Card for usage exceeding reasonable use thresholds; or
(e) terminating Services in accordance with the Agreement in cases of serious or persistent breach.

CHS shall use reasonable efforts to engage with the Customer before taking restrictive action, except where immediate action is required to protect the Services or comply with legal obligations.

9. CUSTOMER RESPONSIBILITY

The Customer is responsible for:

1. ensuring that its Users comply with this Policy;
2. managing access credentials and system configurations;
3. monitoring its own usage where appropriate; and
4. notifying CHS of anticipated abnormal traffic or usage events in accordance with the Agreement.

10. CHANGES TO THIS POLICY

CHS may update this Policy in accordance with the Agreement where reasonably required to:

1. reflect changes in law or regulation;
2. address emerging security or operational risks;
3. adapt to changes in service design or usage patterns; or
4. maintain service integrity and fairness.

Updated versions will be made available via the CHS website or other appropriate communication channels.

11. STATUS OF THIS POLICY

This Policy forms part of the Agreement between CHS and the Customer.

Approved by the Board of Directors

Schedule 6 – Rate Card

Call Handling Services Ltd (CHS)
Version: 2.0
Last Updated: May 2026

Initial Version: October 2023

1. PURPOSE

This Rate Card defines the structure and application of usage-based charges (“Metered Usage”) applicable to the Services.

The Rate Card forms part of the Agreement and should be read in conjunction with:

1. Clause 9 (Metered Usage);
2. Clause 10 (Payment Terms); and
3. Schedule 5 (Fair Use Policy).

2. APPLICATION OF CHARGES

2.1 Metered Usage

Certain Services are billed based on consumption. These may include:

1. outbound and inbound call minutes;
2. SMS and messaging services;
3. telecommunications routing charges;
4. number provisioning and hosting;
5. AI-Enabled Service usage (where applicable);
6. other usage-based services defined in the Quote.

2.2 Pricing Source

Applicable rates shall be:

1. as specified in the Quote; or
2. where not specified, as set out in the pricing published by CHS and in effect at the Effective Date, or as subsequently notified to the Customer in accordance with Clause 9.3 (Carrier Price Changes) of the General Terms and Conditions. For clarity, website pricing may be updated from time to time, but such updates shall only apply following notification in accordance with the Agreement.

3. TELEPHONY CHARGES

3.1 Call Charging

Call charges may vary based on:

1. destination (geographic, mobile, international);
2. number type (standard, non-geographic, premium, special services);
3. time of day (where applicable);
4. carrier routing.

3.2 Billing Basis

Unless otherwise specified:

1. call charges are billed per second, rounded up to the nearest second or minimum billing increment;
2. minimum call charges may apply depending on destination or carrier.

3.3 Inbound Charges

Inbound call charges may apply for:

1. non-geographic numbers;
2. premium or revenue-sharing number ranges;
3. specialised routing services.

4. MESSAGING SERVICES

4.1 SMS and Messaging

Messaging charges may apply per message or per segment depending on:

1. message length;
2. Destination;
3. encoding type;
4. carrier requirements.

4.2 Delivery Variability

Delivery and pricing may vary depending on carrier networks and international routing.

5. NUMBER SERVICES

Charges may apply for:

1. number provisioning;
2. number hosting or rental;
3. porting services;
4. specialist number ranges.

Such charges shall be defined in the Quote or applicable Rate Card.

6. AI-ENABLED SERVICES

Where AI-Enabled Services are used, usage-based charges may apply. Such charges will be calculated based on measurable consumption metrics, which may include:

1. transcription duration;
2. processing volume;
3. AI interaction usage (e.g. AI Agents); and/or
4. third-party provider costs directly attributable to Customer usage.

Applicable rates for AI-Enabled Services shall be specified in the Quote, Rate Card, or otherwise agreed in writing. CHS shall not apply new AI usage charges without prior notification to the Customer.

7. USAGE BUNDLES AND ALLOWANCES

7.1 Included Usage

Where Services include Usage Bundles:

1. usage shall be deducted from the applicable bundle during each Billing Period;
2. bundles apply only to eligible usage types as defined in the Quote.

7.2 Overage

Where usage exceeds included allowances:

• Excess Usage shall be billed at the applicable rates defined in the Quote or Rate Card.

8. CARRIER AND SUPPLIER COST CHANGES

Usage-based charges may be adjusted to reflect changes in carrier or third-party provider costs in accordance with Clause 9.3 (Carrier Price Changes) of the General Terms and Conditions.

Any such adjustments shall be notified in accordance with the Agreement.

9. ABNORMAL USAGE AND FAIR USE ALIGNMENT

9.1 Interaction with Fair Use Policy

Usage that exceeds reasonable or expected patterns may:

1. trigger review under the Fair Use Policy;
2. result in reclassification of the pricing model; or
3. require migration to an alternative Service Plan or pricing structure.

9.2 Commercial Adjustment

Where usage materially differs from expected or reasonable usage profiles, CHS may, in accordance with the Fair Use Policy and following reasonable notice and consultation with the Customer:

1. apply revised pricing for excessive or atypical usage;
2. introduce usage caps or traffic management controls; or
3. require transition to a more appropriate commercial model.

CHS shall work with the Customer in good faith to implement any such changes in a proportionate and commercially reasonable manner.

10. FRAUD AND SECURITY

10.1 Customer Responsibility

The Customer is responsible for:

1. securing access credentials;
2. preventing unauthorised access;
3. monitoring usage where appropriate.

10.2 Liability for Usage

The Customer remains liable for all usage generated through its account, including fraudulent or unauthorised usage, unless caused directly by a breach of CHS security obligations.

10.3 Protective Measures

CHS may implement:

1. traffic monitoring;
2. usage alerts;
3. automated controls;
4. temporary restrictions

to detect or prevent fraudulent activity.

11. BILLING AND ROUNDING

Unless otherwise specified:

1. charges are calculated based on usage recorded by CHS systems;
2. CHS usage records shall be the primary source for billing, unless the Customer provides reasonable and verifiable evidence to the contrary;
3. rounding rules (if applicable) shall be applied consistently across billing calculations.

12. TAXES

All rates are exclusive of VAT and any applicable taxes unless otherwise stated.

13. STATUS OF THIS RATE CARD

This Rate Card forms part of the Agreement.

Rates may be updated in accordance with the Agreement and applicable clauses relating to pricing and policy updates.

Approved by the Board of Directors

DOCUMENT REVIEW & APPROVAL

CHS may update non-material elements of these Terms from time to time. Where material changes are made, CHS shall provide reasonable notice to Customers in accordance with the Agreement.

This document is reviewed and approved by the Board of Directors.