Novaris Reseller Agreement

Last updated: October 25, 2026

1. Parties and acceptance

1.1 This agreement (the "Agreement") is between Northbound Tech Ltd, a company registered in England and Wales with company number 17432444, whose registered office is at 71-75 Shelton Street, London WC2H 9JQ ("we", "us", "Novaris"), and the person or business that accepts it ("you", the "Reseller"). Novaris is a product of Northbound Tech Ltd.

1.2 You must be 18 or over and already trading, as a sole trader or as a company. A person who has not started trading cannot accept this Agreement. You accept this Agreement by ticking the acceptance box when you open a Reseller account at app.novariscall.com. If you accept on behalf of a business, you confirm that you have authority to bind that business. If you are a sole trader, you accept personally.

1.3 This Agreement takes effect on the date you accept it (the "Effective Date") and continues until ended under clause 19.

1.4 The Website Terms at www.novariscall.com/legal/terms govern your use of the website and the demo. Where they and this Agreement differ, this Agreement prevails.

1.5 Your details. You must give complete, current and accurate details at sign-up: your legal name, whether you trade as a UK company, a US company or a sole trader, your country and address, your company number and registered office if you are a UK company, your state of formation and principal business address if you are a US company, your full name, any trading name and an address for legal papers if you are a sole trader, and any VAT or tax number you hold. You must keep them up to date.

1.6 We may verify those details, including through our payment provider and public company registers.

1.7 False or misleading details are grounds for immediate suspension under clause 17.2, and you indemnify us under clause 23 for losses arising from them.

1.8 Disputed account ownership. If ownership of your reseller account is disputed, we will determine who is entitled to control it based on the evidence provided. The person requesting a change of control must provide evidence supporting that request.

2. Defined terms

In this Agreement:

"Platform" means the hosted software, telephony, speech and artificial intelligence services, billing tools, dashboard, demo and related services that we make available to you under this Agreement.
"Client" means a business that signs up for the Service from you under your brand.
"Caller" means a person who telephones or messages a Client's number and is answered by the Platform.
"Service" means the AI phone answering service that you sell to Clients, delivered by the Platform under your brand.
"Client Terms" means the terms between you and each Client, based on the Client Terms Template.
"Client Terms Template" means the template client terms we provide, including the Minimum Conditions.
"Minimum Conditions" means the clauses in the Client Terms Template marked as minimum conditions.
"Tier" means the Starter, Growth or Pro level of the Platform that you hold, as described on the Pricing Page.
"Pricing Page" means the pricing information published at www.novariscall.com/pricing and shown in your account.
"Platform Fee" means the recurring fee for your Tier.
"Per-Client Fee" means the fixed monthly fee you pay us for each Client whose Service is enabled, at the rate for your Tier on the Pricing Page, as described in clause 8.13.
"Usage Charges" means the charges for minutes, transfers, text messages, text sender registration, domain purchases and any other item that the Pricing Page states is taken from the Balance.
"Balance" means the prepaid funds that you hold with us and from which Usage Charges are taken.
"Connected Account" means the Stripe account in your name that you connect to the Platform so that Clients can pay you through it.
"Recommended Price" means the recommended retail price in clause 11.
"Paused" means a state in which the Platform stops answering calls for you or for a Client, as described in clauses 9 and 10.
"Data Processing Agreement" means Schedule 1.
"Business Day" means Monday to Friday, excluding public holidays in England and in the United States.

3. What we provide

3.1 We will provide the Platform to you so that you can offer the Service to Clients under your brand.

3.2 The Platform includes:

(a) a reseller dashboard at your own web address, where you manage your Clients, calls, balance, plan and brand;

(b) a sign-up and setup process for Clients at your own web address, under your brand;

(d) the AI agent that answers calls on each Client's number, records a written transcript, takes bookings and messages, and transfers calls as configured;

(e) billing of Clients through the Platform on your Connected Account;

(f) a public demo of the Service under your brand, subject to clause 12;

(g) [Not used.]

(h) support to you as described in clause 4; and

(i) the number of concurrent call lines included in your Tier, shared across your Clients. Additional lines may be available at the rate on the Pricing Page.

3.3 Each Client has their own login and sets up their own account, including the calendar and other settings that only they can choose. You do not complete a Client's setup for them.

3.4 You may be unable to add a Client or use your demo until your phone line has been set up on the Platform.

3.5 We may change the suppliers and technology behind the Platform at any time, provided the Platform continues to do what this Agreement says. Changes to the list of sub-processors are governed by the Data Processing Agreement.

3.6 Beta and extra features. A feature we label as beta is optional. We may change or withdraw it without the notice in clause 15, and it is not a commitment that the Platform will keep doing that thing. You must not sell a beta feature to a Client as part of the Service. A feature that is not listed in clause 3.2 may be changed or withdrawn on reasonable notice.

3.7 Monitoring. We may monitor use of the Platform, including accounts, calls, and demo traffic, to run and bill the Service and to investigate security and abuse.

3.8 Logins. Each person who uses your account has their own login. Logins must not be shared. Where we offer additional logins for your staff, each member of staff uses their own.

3.9 You must keep your login details, and those of your users, confidential. You are responsible for all use of your account and its logins, whether or not you authorized that use. Charges incurred through that use, including Usage Charges taken from the Balance, stand.

3.10 You must tell us promptly if you believe a login has been compromised.

4. Support

4.1 We provide support to you, not to your Clients. Your Clients contact you. You must not direct a Client to contact us for support. You contact us by email at support@novariscall.com or through the support function in your dashboard.

4.2 We aim to reply promptly. That is an aim, not a commitment to reply or to resolve an issue within any time.

4.3 [Not used.]

5. Your Clients are yours

5.1 Seller of record. You sell the Service to each Client in your own name, as principal and as seller of record. Each Client contracts with you, not with us. We supply the Platform to you only. We are not a party to, and are not the seller in, any sale to a Client, and we owe your Clients no obligation under this Agreement.

5.2 You are responsible for:

(a) finding, selling to and signing up Clients;

(b) the Client Terms, and any promise, representation or warranty you make to a Client;

(d) first-line support to Clients, including a support contact that the Platform shows in each Client's account; and

(e) your Clients' compliance with the Client Terms.

5.3 You must bill every Client for the Service through the Platform on your Connected Account. You may not invoice or collect payment for the Service outside the Platform.

5.4 How you may sell. You may sell the Service to a Client only as a recurring plan. You may not sell a lifetime, perpetual, or one-time plan. You may not collect more than twelve months of that plan in advance.

6. Client Terms

6.1 You must require every Client to accept the Client Terms before the Client's number goes live. The Platform presents the Client Terms to the Client for acceptance at sign-up.

6.2 The Client Terms must be based on the Client Terms Template. You may add terms of your own. You may not remove, weaken or contradict a Minimum Condition.

6.3 We may update the Client Terms Template. A change to a Minimum Condition is notified to you under clause 15. You must notify your Clients of it promptly, as your Client Terms require, so that the change takes effect in your Client Terms on the same date. A change required by law, a regulator or a telecommunications carrier may take effect sooner, and you must then notify your Clients as soon as reasonably possible. You must apply the change to any terms of your own that sit alongside the template by the effective date.

6.4 You must give each Client a privacy notice that accurately describes how their data and their Callers' data is used, consistent with the Data Processing Agreement.

6.5 Governing law of the Client Terms. Your Client Terms are governed by the law of England and Wales if you are a UK Reseller. If you are a US Reseller, they are governed by the law of the state of your principal business address or, if you are a sole trader, of your address for legal papers, as given under clause 1.5, and disputes go to the state and federal courts located in that state. Whatever law applies, your Client Terms must be at least as restrictive as the Minimum Conditions, must include every Minimum Condition, and must not remove or weaken any of them. Laws that apply where you, your Clients and their Callers are, including laws on call recording consent, telephone and text marketing, and data protection, apply whatever law governs the Client Terms. This Agreement itself remains governed by clause 26.

6.6 Our right to enforce. Your Client Terms must provide that we may enforce the Minimum Conditions directly against a Client: under the Contracts (Rights of Third Parties) Act 1999 where the Client Terms are governed by the law of England and Wales, and as an intended third-party beneficiary where they are governed by the law of a state of the United States. The Client Terms must identify us by description, as the company that operates the platform on which the Service runs, and not by name. The Client Terms Template contains that provision.

6.7 The details that identify you in your Client Terms and your privacy notice come from your answers at sign-up under clause 1.5. For a UK company, they are your registered name, company number and registered office. For a US company, they are your legal name, state of formation and principal business address. For a sole trader, they are your full name, any trading name, and your address for legal papers. The Platform inserts them as you entered them. They are published, so your address for legal papers need not be your home.

7. Compliance passes down

7.1 You are the seller, telemarketer, advertiser and sender of record for every call, text message and email that the Platform makes, answers or sends for you or for your Clients. You are responsible for their compliance with the laws that apply to calling, recording, messaging and marketing and artificial intelligence and automated voice in every place where you, your Clients and their Callers are.

7.2 Call recording. The Platform is designed to tell every Caller on an answered call that the call is recorded. This does not change your responsibility, or the Client's, under clause 7.1 and the Client Terms.

7.3 Text messaging. Text messages are sent to a Caller only where consent appropriate to the type of message has been recorded, and the Platform honors STOP and equivalent opt-out requests. You must ensure that each Client obtains any consent the law requires before messages are sent, and that the Client records how the person consented, the date and time, and the words they were shown or played, and keeps that record for five years from the date the consent was obtained. You must not use or allow the Platform to be used to send unsolicited messages. Where we ask for a consent record, or a carrier, a registrar or a regulator asks us for one, you must send it to us within 5 Business Days. If you do not, we may stop text messages for that Client.

7.4 Emergency handling. The Service is not an emergency service and never calls 911 or 999. Where a Caller describes an emergency, the Service tries to reach the Client and tells the Caller to call 911 or 999 if anyone is in danger. We do not promise that the Client is reached. Safety advice is given to Callers only if the Client turns it on. You must not market the Service as able to handle emergencies, and your Client Terms must include the Minimum Condition on emergencies.

7.5 Business and sender registration. Where you or a Client provide business details for telephone number, toll-free or text sender registration, those details must be accurate. A registration may be refused by the carrier or registrar; we do not promise that it will be accepted. Where a carrier, a registrar or a regulator asks about a number or a text sender registered for you or for a Client, you must answer, and you must ensure the Client provides what is needed, within 5 Business Days of our request. If you do not, we may suspend that number or stop text messages for that Client.

7.6 Caller data. You must ensure that each Client has a lawful basis to have the Platform answer their Callers, record a transcript, store Caller details and book jobs.

7.7 Special category data. The Service is not designed to collect special category data, such as health, disability, racial or ethnic origin, religious belief, sexual orientation, or similar data. You must not configure, or ask for, the agent to collect it, and your Client Terms must include the Minimum Condition that forbids a Client doing so. A detail a Caller volunteers is shown to the Client. It appears in the transcript and in the call summary or booking note. It then follows the deletion rules of the record it is in, as Schedule 1 states.

8. Fees and payment

8.1 You pay us:

(a) the Platform Fee for your Tier, charged at sign-up and then in advance at the start of each monthly period;

(b) the Per-Client Fee, charged directly to you on your Novaris subscription alongside the Platform Fee, at the rate for your Tier on the Pricing Page. It is a fixed fee per Client, not a percentage of what you charge or collect from that Client;

(d) any additional lines, domain purchases, domain renewals and other items you choose, at the rate on the Pricing Page and charged in advance.

8.2 The rates for each fee are those on the Pricing Page as in force from time to time, which is incorporated into this Agreement by reference. A change to a rate takes effect on 30 days' notice under clause 15. Schedule 2 sets out the terms of the Balance and of non-payment that are not prices.

8.3 All fees are in United States dollars and are exclusive of VAT, sales tax and any similar tax, which is charged in addition where applicable.

8.4 Everything you buy from us is paid in advance. We do not extend credit.

8.5 All fees are non-refundable, including where you downgrade, stop using the Platform or this Agreement ends. If you refund a Client, that does not return or reduce a Per-Client Fee already earned. We may, at our discretion, return a fee where the refund was caused by our fault.

8.6 There is no trial period.

8.7 Tax on your sales. You determine, charge, collect, invoice, report and pay all VAT, sales tax and similar taxes on your sales to Clients, in every place where you sell. That includes the tax settings, tax rates and tax registrations on your Connected Account, and any invoice or receipt a Client receives. We do not calculate, collect or pay any tax on your sales. You also pay the fees charged by Stripe on your Connected Account.

8.8 If a payment to us is disputed or charged back, we may treat it as unpaid and Pause your services under clause 10.2 until it is paid. If a chargeback fails, you owe us the disputed amount plus the payment processor's dispute fee.

8.9 Billing queries. You must tell us of a query about a charge within 60 days of the charge. You remain liable for the charge while the query is open. This does not change clause 8.8.

8.10 No deduction. You pay every amount due to us in full, without any set-off, deduction or withholding. If the law requires you to deduct or withhold tax from a payment to us, you must pay us an additional amount so that we receive, after the deduction, the full amount we would have received without it, and you must send us the official receipt for the tax you paid within 30 days.

8.11 Tax details. We may rely on the details in clause 1.5 in deciding the tax on the fees you pay us. You must give Stripe the same details, and keep them current, for those charges and on your Connected Account, and you must correct any tax detail Stripe prepopulates that is wrong. You must tell us promptly of a correction. Your address in clause 1.5 is the place where you are established for that tax. Where we need a tax number or an official certificate to apply a reverse charge, an exemption or a reduced rate, you must give it to us before we apply it. If you do not, we may charge the tax. We may add VAT, sales tax and similar taxes to the fees you pay us where they apply, and we may charge any further amount of that tax that was due on a fee already paid. Where the law places a reverse charge on you, you account for that tax. You must pay us any tax, interest or penalty that results from a detail that is missing, wrong or out of date, from a certificate or tax number you did not give us, or from a detail Stripe prepopulated that you did not correct. That includes a reverse charge applied or not applied because of that detail. Giving us a tax number or a certificate, or correcting a detail, after a fee has been paid does not require us to refund tax charged on that fee. Subject to clause 24.1, we are not liable to you for that tax, interest or penalty.

8.12 No tax advice. We do not give tax, accounting or legal advice. Any tax figure, rate, setting or wording in the Platform is there for your convenience. You must check it yourself. Where you need advice, you must get it from a qualified adviser. A figure, rate, setting or wording in the Platform is not a statement of the tax that applies to you or to a Client, and it does not change your responsibilities under clauses 8.7 and 8.11. Subject to clause 24.1, we are not liable for any tax, interest, penalty or other amount that results from you relying on it.

8.13 When a Per-Client Fee is due. The Per-Client Fee for a Client remains payable while that Client's Service remains enabled, even if the Client has not paid you, you give the Client a discount or free service, or you refund the Client. Choosing a price below the Per-Client Fee does not reduce what you owe us; you remain free to choose that price under clause 11. No further Per-Client Fee accrues for the time that Client's Service is paused or suspended for any reason, whether that affects only the Client or all your services. A pause or suspension does not cancel fees already earned or give a refund for the period already charged. Cancelling a Client subscription takes effect at the end of the period the Client has paid for. Service continues until that date, the Per-Client Fee remains payable while it is enabled, and cancellation does not give a prorated refund of an earned fee.

9. The Balance

9.1 Usage Charges are taken from your Balance. You top up the Balance by card, or by automatic top-up when the Balance falls below a threshold. The default is a top-up of $100 when the Balance falls below $20; you may change both figures in your account.

9.2 An item may be refused if the Balance does not cover it. You remain liable for every Usage Charge, including any that takes the Balance below zero.

9.3 When the Balance cannot cover calls, we may stop your demo and stop answering calls for your Clients. A Client call may then be forwarded to the telephone number the Client registered for forwarding, and the cost of forwarding is taken from the Balance. Where the Balance cannot cover forwarding, or the Client has registered no forwarding number, the call may be rejected without being answered.

9.4 [Not used.]

9.5 The Balance does not expire while your account is open.

9.6 Refund of the Balance when this Agreement ends. When this Agreement ends for any reason, including our ending it for breach, we will refund the unspent Balance on the following terms:

(a) only funds you paid in by top-up are refundable. Credits we granted, including promotional, goodwill, house or operator credits, are never refundable;

(b) the refund is calculated after your final bill, once every call, hold and pending Usage Charge has settled, less any amount you then owe us. We deduct only amounts actually owed; no forfeiture or penalty is applied;

(d) you must request the refund within 90 days of your account closing. After that the unclaimed Balance lapses to us;

(e) we may hold the refund while a payment dispute, chargeback or fraud check is open; and

(f) we pay within a reasonable time after a valid request, or after the final bill if that is later.

10. Failed payment and pause

10.1 If a Platform Fee payment fails, we may retry it and may send you reminders. Reminders are a courtesy. We are not obliged to send them or to follow any schedule.

10.2 If the Platform Fee is not paid when due, we may Pause all of your services on the Platform until it is paid. We may do so at any time after the due date, whether or not a reminder was sent or received. Waiting before we Pause is a courtesy. It is not a waiver under clause 25.5, and it does not oblige us to wait on any other occasion. While Paused:

(a) the Platform does not answer calls for you or for any Client;

(b) Client calls may be forwarded to the Client's registered forwarding number, and the cost of forwarding is taken from your Balance; and

(c) where your Balance cannot cover forwarding, or the Client has registered no forwarding number, the call may be rejected without being answered.

10.3 When the Platform Fee is paid, services resume. You may ask us to review a pause by writing to support@novariscall.com.

10.4 A Client who stops paying you. If a Client's payment to you fails or their subscription lapses, we may pause that Client. While the Service remains enabled, the Per-Client Fee remains payable under clause 8.13. Calls for a paused Client may be forwarded to the Client's registered forwarding number at your cost from the Balance, or rejected without being answered where the Client has no forwarding number. Pausing the Per-Client Fee does not waive those forwarding costs or other Usage Charges.

10.5 You are responsible for the cost of every forwarded call under this clause and clause 9. Forwarding may stop when the Balance cannot cover it.

11. Recommended Price

11.1 Our recommended retail price for the Service is $399 per Client per month. It is a recommendation only.

11.2 You are free to set your own prices for Clients, above or below the Recommended Price. Nothing in this Agreement requires you to charge or advertise any particular price, and no consequence follows from the price you choose.

12. The demo

12.1 Your demo is a public link under your brand. Anyone can use it without signing in. Demo calls are charged to your Balance at the usage rates.

12.2 The demo is subject to the caps shown in your account: a maximum length per call, a limit per visitor per day, a daily total that you set, and a Balance floor below which the demo stops. You may turn the demo off.

12.3 We may change the default caps or suspend a demo that is being abused.

13. Tiers and changes of Tier

13.1 You may upgrade at any time. The difference in Platform Fee for the remainder of the current period is charged at once; the full Platform Fee for the new Tier is charged from the next period. The Per-Client Fee for the new Tier applies from the next monthly billing period of your Novaris subscription. A Client's payment date does not determine when that fee applies.

13.2 You may downgrade with effect from the end of the current period. You keep the higher Tier until then, and no part of the Platform Fee is refunded.

13.3 You may not downgrade to a Tier whose Client limit is below your current number of Clients. Which Clients to remove is your decision.

13.4 If a Client signs up when your Tier or Balance cannot accommodate them, the sign-up is held. Nothing is created and nothing is charged until you upgrade or top up.

14. Web addresses and domains

14.1 Before you add a Client, you must have your own web address on the Platform, either a domain you buy through the Platform or one you bring.

14.2 A domain bought through the Platform belongs to you. We register it on your behalf and hold it so that it works with the Platform. On your request we will transfer it to you free of charge, subject to the registrar's rules and fees.

14.3 A domain bought through the Platform renews only if its renewal is paid. Otherwise it lapses.

14.4 A complaint about a domain. Where a complaint about a domain we hold for you is served on us, we will tell you. You may take over the response, at your own cost, by telling us within 5 Business Days. If you do not, we may respond or settle, including by transferring the domain.

14.5 You are responsible for a domain you bring, including its registration, renewal and DNS records.

15. Changes to charges and to this Agreement

15.1 We may change the Platform Fee, the Per-Client Fee, the usage rates and any other charge. A change to a charge is a material change and is notified under clause 15.3. Usage before the effective date is charged at the rate that applied when it was used.

15.2 We may change this Agreement, including its Schedules and the Client Terms Template, as set out in this clause.

15.3 Material changes. We will give you at least 30 days' written notice of a material change, including a change to a charge, by email to the address on your account. We may also show it in your dashboard. The change takes effect on the date stated in the notice.

15.4 Changes required by law. A change required by law, by a regulator or by a telecommunications carrier may take effect sooner than 30 days. We will give you notice as soon as reasonably possible.

15.5 Non-material changes. A correction, an improvement to clarity, or any other change that does not reduce either party's rights takes effect on publication.

15.6 Acceptance. Your continued use of the Platform after the effective date of a change is acceptance of it. If you do not accept a change, you may end this Agreement under clause 19.2 before the effective date.

16. White-label rules

16.1 You may present the Service under your own brand, name, logo and web address. You are responsible for your brand and for having the rights to use it.

16.2 You must not:

(a) state or imply that you are Novaris, Northbound Tech Ltd, or an agent, partner or affiliate of either, or that your business is endorsed by us;

(b) misrepresent what the Service does, how it works, its availability, or its handling of recordings, messaging, emergencies or personal data;

(d) market the Service by comparison with Novaris or with any other reseller on the Platform; or

(e) register or use a brand, domain or business name that is confusingly similar to Novaris or to another reseller's brand.

16.3 You must not disclose the suppliers behind the Platform to Clients or the public, except through the supplier list you publish under Schedule 1, S5.2, or as the law requires.

17. Acceptable use

17.1 You must not use the Platform, or allow a Client to use it:

(a) to send unsolicited calls, messages or emails, or to make calls or send messages without any consent the law requires;

(b) for any purpose that is unlawful, or that breaks the rules of a telephone carrier or messaging registrar that the Platform relies on;

(i) anything unlawful;

(ii) outbound sales calls, or bulk or marketing text messages;

(iii) impersonating a person or another business;

(iv) acting as a substitute for emergency services;

(v) recording calls without the notice the law requires;

(vi) healthcare, legal or financial advice lines;

(vii) debt collection;

(viii) adult content, gambling, firearms, cannabis, tobacco or alcohol;

(ix) political campaigning; or

(x) reselling the Service to a sub-reseller;

(d) to collect payment card numbers on a call;

(e) to probe, disrupt or gain access to the Platform, other resellers or their Clients. You must not carry out, or arrange for anyone to carry out, penetration testing of the Platform without our prior written agreement.

(f) to generate traffic that is not a genuine Caller asking about a Client's business.

17.2 We may suspend a Client, or Pause you, at once and without notice where we reasonably believe that this clause or clause 7 has been broken, where the details you gave under clause 1.5 are false or misleading, where a carrier or registrar requires it, where there is a security threat, where there is a spike in traffic that appears fraudulent or is harming the Platform, or where the law prohibits us from providing the Service to you or to that Client. We will tell you why as soon as we reasonably can.

18. Availability and failover

18.1 We will provide the Platform with reasonable skill and care. We do not promise that the Platform will be available at all times or free of error, and we make no promise of availability beyond this clause.

18.2 Failover. If the Platform cannot answer a call, the call is forwarded to the Client's registered forwarding number where the Client has one. Where the Client has none, the Caller is in the position they would have been in before the line was forwarded. Forwarding may not always be possible.

18.3 We may tell you by email when the Platform is down.

18.4 The agent is software. It works from the prices, hours and job details the Client stores. The Client confirms the price, the booking and the summary before acting on them. That confirmation is part of how the Service is used. You must not tell a Client that we guarantee a price, a booking or a summary.

18.5 Other terms. Except for clause 18.1, and for any liability that clause 24.1 says cannot be limited, all other conditions, warranties and terms that might be implied by statute or common law are excluded to the fullest extent the law allows.

19. Term and termination

19.1 This Agreement runs from the Effective Date for successive monthly periods.

19.2 You may end this Agreement at any time from your account. It ends at the end of the monthly period you have paid for. No fees are refunded.

19.3 We may end this Agreement:

(a) by written notice to you, if you breach it and, where the breach can be remedied, do not remedy it within 14 days of our written notice telling you of it;

(b) at once, by notice to you, for a serious breach, meaning sending unsolicited calls or messages, fraud, unlawful use of the Platform, or abuse of Callers. We may suspend the Platform at once on discovering a serious breach, before or instead of ending the Agreement;

(c) by notice to you, if your Platform Fee remains unpaid for 30 days after your services were Paused under clause 10.2; or

(d) for any other reason, by giving you at least 90 days' written notice.

19.4 When this Agreement ends:

(a) the Platform stops answering calls for you and your Clients, and Client numbers are released as described in clause 20;

(b) all fees due remain payable, and no fees are refunded; and

(c) clauses that by their nature should continue, including clauses 5, 7, 8, 9.6, 20, 21, 22, 23, 24, 25 and 26, and Schedule 1, continue.

20. Clients leaving, and data when a Client or you leave

20.1 A Client cancels or lapses. The Client's service runs to the end of the period they have paid for. The Client's account then becomes dormant: their account, settings and history are kept so that they can return, and transcripts continue to expire on their usual period. The Client's number is released at the end of the paid period. A Client who wishes to keep their number may port it out free of charge before then.

20.2 A Client asks for deletion. Deletion starts after a 14-day grace period in which the request can be withdrawn. At the end of the grace period, personal details of Callers are removed from call records, personal tables such as contacts and messages are deleted, and the remainder of the Client's data is hidden from every screen. Records of money, contracts and audit events are kept as described in the Data Processing Agreement.

20.3 Long dormancy. We may close a Client that has been dormant for 12 months, in the same way as a deletion request.

20.4 Rescue of Clients. If you have been Paused for 30 days, we may offer your Clients a way to continue the Service with another reseller on the Platform, including one operated by us, keeping their number and settings. You agree that we may do so, that we may contact your Clients for that purpose, and that from the date a Client accepts, that Client is no longer yours under this Agreement.

20.5 Your data when you leave. After this Agreement ends, your account data is kept for as long as reasonably necessary to resolve disputes, enforce this Agreement and meet our legal obligations, after which personal details are removed. Records of money, contracts and audit events are retained for as long as the Data Processing Agreement states. On request before personal details are removed, we will provide an export of your data in a commonly used format within a reasonable time of the request.

21. Intellectual property

21.1 We own the Platform and everything in it, including the software, the AI agent, the help center and the Client Terms Template. You receive a non-exclusive, non-transferable right to use them under this Agreement, for the purpose of selling and delivering the Service to Clients, for as long as this Agreement lasts.

21.2 You own your brand and your Clients' relationships. Your Clients own their business data. Call transcripts, bookings and leads produced by the Platform for a Client are the Client's data, processed by us under the Data Processing Agreement.

21.3 You may not copy, modify, reverse engineer, or create a competing service from the Platform.

21.4 If you give us feedback about the Platform, we may use it without obligation to you.

21.5 Competitors. We may refuse to open an account, or end this Agreement on notice to you, where we reasonably believe the account is being used to study the Platform in order to build or improve a competing service. A reseller who also sells another answering service is not, for that reason alone, using the account in that way.

22. Confidentiality

22.1 Each of us will keep the other's confidential information confidential and use it only for this Agreement. Confidential information includes the rates in your account, and any non-public information about the Platform.

22.2 This clause does not apply to information that is public through no fault of the receiving party, that the receiving party already had, or that the law requires to be disclosed.

23. Indemnity

23.1 You will indemnify us, and keep us indemnified, against all claims, losses, damages, costs and expenses (including reasonable legal fees) that we suffer arising from:

(a) any claim by a Client, a Caller or any other person relating to the Service as sold or delivered by you, or to a promise you made;

(b) any breach by you or a Client of laws on calling, call recording, text messaging, marketing or do-not-call rules and artificial intelligence and automated voice;

(d) any tax, duty, levy, interest or penalty on your sales to Clients or on an amount you receive from a Client; arising because a person claims that we are the seller, or the person who must collect or pay that tax; on the fees you pay us, where it results from a detail in clause 1.5, a detail you gave Stripe, a tax detail Stripe prepopulated that you did not correct, or a certificate or tax number you did not give us; arising from a deduction or withholding from a payment to us, or from a failure to pay the additional amount or to send the receipt under clause 8.10; or arising from you relying on a tax figure, rate, setting or wording in the Platform;

(e) your brand, or any claim that it infringes another person's rights;

(f) your breach of clauses 7, 16 or 17; or

(g) false or misleading details given under clause 1.5.

23.2 This indemnity is not subject to the cap in clause 24.

23.3 Conduct of claims. We will tell you when a claim covered by clause 23.1 arrives. We may take over the defense of that claim and any settlement of it. You must not admit liability, fault or any fact on our behalf, and you must not settle such a claim, without our prior written consent. You must give us the help we reasonably ask for, at your own cost.

24. Liability

24.1 Nothing in this Agreement limits or excludes either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded by law.

24.2 Subject to clause 24.1, we are not liable to you for any loss of profit, loss of business, loss of Clients, loss of revenue, or any indirect or consequential loss, however arising. For loss of data, our sole obligation is to restore the data from the latest backup taken under Schedule 1, S6.2(d).

24.3 Subject to clause 24.1, our total liability to you under or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, is limited to the total fees you paid us under this Agreement in the three months before the event giving rise to the claim.

24.4 We are not liable for a call that was not answered, was forwarded or was rejected because your Balance could not cover it, because you or a Client were Paused, or because a Client had no forwarding number.

24.5 We are not liable for the acts or omissions of a Client, or for anything you promised a Client that this Agreement does not promise you.

24.6 We are not liable for loss arising from unauthorized use of a login or your account caused by your failure, or that of your users, to keep login details secure, except to the extent the loss is caused by our own breach of our security obligations under Schedule 1, S6.

24.7 Time limit. You must bring a claim under or in connection with this Agreement within twelve months of the day you knew, or ought to have known, of the facts giving rise to it. This clause does not apply to a liability that clause 24.1 says cannot be limited.

24.8 Connected services. We are not liable for the acts, omissions or unavailability of a service you or a Client connect to the Platform, including a calendar, a CRM or your Connected Account, or for data held in that service.

25. General

25.1 Force majeure. Neither party is liable for a failure caused by an event outside its reasonable control, including failure of a telephone carrier, hosting provider or other supplier, provided it takes reasonable steps to limit the effect.

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

25.3 Entire agreement. This Agreement, including its Schedules, the Pricing Page and the Website Terms, is the entire agreement between us about its subject matter.

25.4 Severability. If any clause is found to be invalid or unenforceable, the rest of the Agreement is unaffected.

25.5 No waiver. A failure to enforce a clause is not a waiver of it.

25.6 Relationship. We are independent contractors. Nothing in this Agreement makes you our agent, partner, employee or franchisee, and you must not hold yourself out as such.

25.7 Third parties. No person other than the parties has any right to enforce this Agreement.

25.8 Notices. Notices to you are sent to the email address on your account. Notices to us are sent to support@novariscall.com. An email notice to you is treated as received when sent to the email address on your account. A dashboard banner notice is treated as received when first shown.

25.9 Sanctions. You confirm that you and your Clients are not on a sanctions list of the United Kingdom, the United States or the European Union. You must tell us at once if that changes. We may suspend the affected Client, or you, if you or a Client is placed on such a list.

25.10 No reliance. You acknowledge that you have not relied on any statement that is not set out in this Agreement. Nothing on the website, and nothing said in a conversation, is a promise unless this Agreement says it. This clause does not limit liability for fraud.

25.11 Bribery. Each of us will comply with the Bribery Act 2010 and the US Foreign Corrupt Practices Act in connection with this Agreement. You must ensure that your Clients do the same.

25.12 Publicity. Neither party may name the other publicly in connection with this Agreement without the other party's prior written consent.

26. Governing law and jurisdiction

26.1 This Agreement and any dispute or claim arising out of or in connection with it are governed by the law of England and Wales.

26.2 You may bring any dispute or claim arising out of or in connection with this Agreement only in the courts of England and Wales. We may bring any such dispute or claim in the courts of England and Wales, or in the courts of the place where you are established.

Schedule 1: Data Processing Agreement

S1. Purpose and roles

S1.1 This Schedule applies to the personal data of your Clients and their Callers that is processed through the Platform. It is part of the Agreement. It is intended to meet the requirements of Article 28 of the UK GDPR and, where it applies, the EU GDPR.

S1.2 Roles. For the personal data in S2:

(a) each Client is the controller of its Callers' personal data and of the personal data of its staff processed through the Platform;

(b) you process that data on the Client's behalf, as its processor, under the Client Terms;

(d) we are also a controller for our own purposes, which are limited to billing, security and abuse investigation, keeping proof that the recording notice was played, and finding and fixing faults. For those purposes we use only the data we need.

S1.3 For personal data about you as our customer, such as your account, billing and support records, we are the controller, and the Novaris privacy notice applies.

S2. Details of the processing

Item	Description
Subject matter	Answering telephone calls for Clients, transcribing them, booking appointments, taking messages, sending text messages, and billing Clients on your behalf
Duration	The term of the Agreement, plus the retention and deletion periods in S8
Nature and purpose	Hosting, storage, transcription, automated analysis by a language model, transmission, display to you and your Clients, deletion
Categories of data subject	Clients and their staff; Callers; people named by a Caller in the course of a call
Types of personal data	Names, telephone numbers, email addresses, the content of calls and messages as transcribed, appointment details, addresses given for a job, call metadata, Client account and settings data
Special category data	The Service is not designed to collect special category data. A Caller may volunteer it in the course of a call, for example a disability or health condition that affects access to a property. Where that happens, it is shown to the Client. It appears in the transcript and in the call summary or the booking note, for example where it affects access or mobility. It follows the deletion rules of the record it is in, as set out in S8. You must not configure, or ask for, the agent to collect it, and you must pass the same obligation to each Client under clause 7.7.

S3. Our obligations

As your sub-processor, we will:

(a) process personal data only on your documented instructions, including with regard to transfers outside the United Kingdom, unless the law requires otherwise, in which case we will tell you before processing unless the law prevents it. Your instructions are the Agreement, the configuration you and your Clients set in the Platform, and any further written instructions. A Client's settings in the Platform are treated as your instructions given on the Client's behalf;

(b) tell you if, in our opinion, an instruction breaks data protection law;

(d) implement appropriate technical and organizational measures to protect the data, as described in S6;

(e) engage sub-processors only under S5;

(f) assist you, taking into account the nature of the processing, in responding to requests from data subjects to exercise their rights;

(g) assist you in meeting your obligations on security, breach notification, data protection impact assessments and consultation with a supervisory authority, taking into account the information available to us;

(h) delete or return personal data at the end of the processing as set out in S8; and

(i) make available the information necessary to demonstrate compliance with this Schedule and allow for audits under S9.

S4. Your obligations

You will:

(a) ensure that each Client, as controller, has a lawful basis for the processing, and that Callers receive the information the law requires;

(b) give us only instructions that comply with data protection law;

(d) ensure that the Client Terms contain processor terms between you and the Client that meet Article 28, and the Client's general written authorization for your use of us and of the sub-processors on the supplier list, as the Client Terms Template does; and

(e) be the point of contact for requests from Clients and Callers about their personal data, and pass each Caller's request to the Client, who answers it, with your help and ours under S11.

S5. Sub-processors

S5.1 You give general written authorization to our use of the sub-processors on the supplier list. "Sub-processor" in this Schedule means a service provider we engage to process personal data under this Schedule.

S5.2 The supplier list. You publish the supplier list we give you, under your brand, at the address you provide. It is public. It names each sub-processor and describes us only as "the platform operator". The list is incorporated into this Agreement by reference, and S5.3 applies to every change to it.

S5.3 Notice of a change. We will tell you at least 30 days before adding or replacing a sub-processor, by email, with the updated supplier list. You must update the list you publish, and notify your Clients as your Client Terms require.

S5.4 Objections. You may object to us on reasonable grounds within those 30 days. If we cannot resolve your objection before the change takes effect, you may end this Agreement under clause 19.2. It ends at the end of the monthly period you have paid for, no further fees fall due, and fees already paid are not refunded. A Client objects to you, not to us. You must handle a Client's objection under the Client Terms, which let the Client cancel without further fees if it cannot be resolved.

S5.5 We remain responsible to you for the performance of each sub-processor's data protection obligations.

S5.6 A service provider is listed where all of the following apply: it handles personal data of Clients or Callers; it does so to deliver the Service to them, not for our own purposes; and we engage it directly.

S5.7 Our voice AI provider uses its own sub-processors for speech recognition, voice and document search, under its own terms and its own published list. We hold no direct contract or keys with them.

S5.8 Where a Client connects a service of their own choosing, such as a calendar, CRM or messaging workspace, that service is chosen by the Client and is not our sub-processor.

S5.9 Service providers we use for our own purposes, such as payments, analytics and error tracking, and the payment account you connect in your own name, are not sub-processors under this Schedule. They are described by category in the Novaris privacy notice.

S6. Security

S6.1 We will implement appropriate technical and organizational measures to protect personal data processed under this Schedule, including the measures in Annex A.

S6.2 Annex A: Security measures

(a) Personal data is encrypted in transit and at rest.

(b) Stored credentials are kept encrypted.

(d) Backups are taken daily. For loss of data, our sole obligation is to restore the data from the latest backup taken under this paragraph.

S6.3 We claim no security certification under this Schedule.

S7. Personal data breaches

S7.1 We will notify you without undue delay after becoming aware of a personal data breach affecting personal data processed under this Schedule, and will give you the information reasonably available to help you meet your own notification obligations.

S8. Retention, deletion and return

S8.1 Transcripts, summaries and booking notes. The full transcript of a call is deleted 90 days after the call ends by default. You, or a Client for its own account, may choose a longer period of up to 365 days. Demo call content is deleted 90 days after the call ends. A call summary is kept for the same period as the transcript of the call. A booking note, including any detail a Caller volunteered, is kept with the appointment until the Client's account closes and then follows S8.2. The call record (time, duration, outcome, the number that called, whether the recording notice was played) is kept.

S8.2 Deletion of a Client. On a deletion request, after the 14-day grace period in clause 20.2, Caller personal details are removed from call records and personal tables are deleted. The same applies if we close a Client that has been dormant for 12 months under clause 20.3.

S8.3 Records we keep. Records of money (ledgers, balances, payments, subscriptions and payment-provider events), records of acceptance of terms, records of supplier accounts, and audit and incident records are retained and are not deleted by a Client or reseller deletion. Records of money are kept for as long as tax and accounting law requires, which in the United Kingdom is six years after the end of the accounting period they relate to. Records of acceptance of terms, supplier accounts, and audit and incident records are kept for as long as reasonably necessary to enforce the Agreement and the Client Terms, resolve disputes, investigate misuse and meet legal obligations.

S8.4 Return. On request before deletion, we will provide an export of the data in a commonly used format within a reasonable time of the request.

S8.5 Backups are kept for as long as reasonably necessary to restore the Platform after a failure. Personal data deleted from the live Platform is removed from backups when the backup expires.

S9. Audit

S9.1 On reasonable written notice, not more than once in any 12 months unless required by a supervisory authority or following a breach, you may audit our compliance with this Schedule. We may satisfy an audit by providing written responses and existing third-party reports where these are sufficient.

S10. International transfers

S10.1 Several of the sub-processors on the supplier list are in the United States. Personal data will leave the United Kingdom, and the European Economic Area where applicable, while a call is live and when it is stored.

S10.2 Where a sub-processor is certified under the EU-US Data Privacy Framework and its UK Extension, we rely on that certification. Where a sub-processor is not certified, the transfer is made under the UK International Data Transfer Agreement or the UK Addendum to the EU Standard Contractual Clauses entered into with that sub-processor.

S10.3 The transfer safeguard relied on for each sub-processor is recorded against it on the supplier list, and is updated with the list under S5.3.

S11. Data subject rights and complaints

S11.1 We will pass on promptly any request we receive from a Client or Caller about personal data processed under this Schedule, and will help you and the Client answer it.

S12. Precedence

S12.1 If this Schedule conflicts with the rest of the Agreement in respect of personal data, this Schedule prevails.

Schedule 2: Charges

Prices are on the Pricing Page, incorporated by clause 8.2. This Schedule sets out the terms that are not prices.

1. Automatic top-up. When the Balance falls below the threshold set in your account, the Platform tops it up by the amount set in your account, charged to your card. The default threshold is $20 and the default top-up is $100; you may change both. You may turn automatic top-up off, in which case clause 9.3 applies when the Balance runs out.

2. What is taken from the Balance. Minutes on a call, the leg of a call transferred or forwarded to a Client's telephone, text messages sent and received, text sender registration for a Client, domains bought through the Platform, and demo calls. An item may be refused if the Balance does not cover it, as clause 9.2 states.

3. Past-due pause. If the Platform Fee is not paid when due, we may Pause all of your services under clause 10.2 until it is paid.