ScaleLabs Standard Service Terms
Version: 2026-07-14
Last updated: 14 July 2026
These Standard Service Terms are between:
Provider: Scalelabs Studio Ltd, a company registered in England and Wales with company number 17287311, whose registered office is 82A James Carter Road, Mildenhall, Suffolk, IP28 7DE, United Kingdom, email: [email protected] (the "Provider", "ScaleLabs", "we", "us", or "our"); and
Client: the business identified in the ScaleLabs account and Stripe Checkout record (the "Client", "you", or "your"). The person accepting these terms confirms that they are authorised to bind that business.
The Provider and the Client are each a "party" and together the "parties".
1. Your Order
1.1. Your "Order" is the commercial record created when you select a plan and billing period in the ScaleLabs portal and complete Stripe Checkout. It includes the selected plan, subscription price, onboarding charge, billing period, taxes, and the version of these terms accepted before payment.
1.2. The Order, Stripe receipt, account details, approved call-handling rules, and these terms together form the agreement between ScaleLabs and the Client. You can save or print these terms before accepting them.
1.3. Lite and Starter are standard online plans. Growth is not available for purchase until ScaleLabs marks it available. Custom services, including advanced routing, multiple crews or locations, high volume, and bespoke integrations, require a separate written scope or order form before work starts.
1.4. These terms take effect when you affirmatively accept them and complete payment. No separate wet-ink or emailed signature is required for a standard Lite or Starter Order.
2. Definitions
In this Agreement:
"AI Output" means call responses, summaries, transcripts, suggested replies, booking information, classifications, messages, workflows, or other outputs generated through the Services.
"Client Data" means data, information, instructions, call scripts, FAQs, customer information, call recordings, transcripts, CRM records, service details, appointment details, business information, and other material provided by or on behalf of the Client or generated through the Client's use of the Services.
"Effective Date" means the date on which the Client accepts these terms and completes the first payment, or another date stated in a Custom order form.
"End Customer" means a caller, lead, customer, prospective customer, appointment booker, or other person who contacts or is contacted by the Client through or in connection with the Services.
"Services" means the AI receptionist, AI call handling, call answering, call routing, missed-call/overflow/after-hours handling, call recording, transcription, appointment booking, follow-up, CRM integration, and related communication services provided by ScaleLabs.
"UK Business Day" means a day other than a Saturday, Sunday, or public bank holiday in England.
"AI-handled call" means an inbound call answered or handled by the AI receptionist, including calls that are later summarised, transferred, booked, or escalated.
"AI-handled minute" means each minute or part-minute during which the AI receptionist is actively handling a call.
"SMS segment" means a billable SMS unit charged by the underlying SMS provider.
3. Purpose of this Agreement
3.1. This Agreement is a business-to-business agreement. The Client confirms that it is entering into this Agreement for business purposes and not as a consumer.
3.2. This Agreement governs ScaleLabs' provision of the Services to the Client.
3.3. This same Agreement applies whether the Client came to ScaleLabs directly, through an agency partner, through a referral, through a paid introduction, through a reseller-style introduction, through a website enquiry, or through any other channel.
3.4. The Client's obligations, service terms, data protection obligations, pricing, and rights under this Agreement do not change because of the source of the introduction.
3.5. The Client acknowledges that ScaleLabs may pay referral fees, commissions, revenue share, or other compensation to agencies, partners, introducers, or affiliates who refer clients to ScaleLabs. Any such arrangement is between ScaleLabs and the relevant partner and does not increase the Client's agreed fees unless expressly stated in the Order.
3.6. Any agency, consultant, marketing provider, or partner that introduced the Client to ScaleLabs is not a party to this Agreement unless that party is expressly named as a party and signs this Agreement.
4. Services
4.1. ScaleLabs will provide the Services described in the Order, onboarding materials, service documentation, or written Custom scope agreed with the Client.
4.2. The Services may include:
(a) AI receptionist workflows, including missed-call, overflow, after-hours, and always-on call handling;
(b) call answering, call routing, voicemail handling, and call summaries;
(c) call recording and transcription;
(d) appointment booking or appointment request workflows;
(e) SMS, email, or other follow-up workflows;
(f) CRM, calendar, or booking-system integrations;
(g) reporting and basic performance summaries; and
(h) reasonable setup, configuration, testing, support, and maintenance.
4.3. ScaleLabs may use third-party providers to deliver the Services, including telephony providers, cloud hosting providers, AI model providers, transcription providers, automation tools, CRM integration tools, email providers, SMS providers, analytics tools, and payment processors.
4.4. The Services are designed to support AI call answering, customer communication, lead handling, missed-call/overflow/after-hours coverage, appointment booking, and follow-up. They are not a substitute for emergency services, legal advice, financial advice, medical advice, regulated advice, safety-critical dispatch, or human judgement in high-risk situations.
4.5. The Client remains responsible for the services it provides to its own customers, including pricing, quotations, work quality, attendance, staffing, professional standards, licensing, insurance, customer complaints, emergency response, and service delivery.
5. Direct Access, Authorised Contacts, and Agency Involvement
5.1. ScaleLabs must have direct operational access to the Client's nominated contact person or team so that ScaleLabs can onboard, configure, deliver, support, secure, and improve the Services.
5.2. Direct operational access may include access to relevant staff, call-flow instructions, booking rules, service-area information, FAQs, pricing rules, calendar availability, CRM or booking systems, test numbers, and technical accounts required to provide the Services.
5.3. The Client may appoint an agency, consultant, or other third party as an authorised contact for onboarding, coordination, or support. If the Client does so, the Client confirms that the authorised contact is allowed to provide instructions, information, access, and approvals to ScaleLabs on the Client's behalf.
5.4. The Client remains responsible for instructions, approvals, access, and information provided to ScaleLabs by any authorised contact.
5.5. ScaleLabs may communicate directly with the Client even where an agency or partner is involved, including for onboarding, support, billing, service quality, data protection, legal notices, security, incidents, service changes, and renewal or cancellation matters.
5.6. ScaleLabs will not intentionally interfere with the Client's separate commercial relationship with any agency, consultant, or marketing provider. However, nothing in this Agreement prevents ScaleLabs from communicating directly with the Client as reasonably required to provide and administer the Services.
6. Client Responsibilities
6.1. The Client will provide accurate, complete, and timely information reasonably required for ScaleLabs to provide the Services.
6.2. The Client is responsible for approving call scripts, service descriptions, booking rules, FAQs, escalation rules, opening hours, service areas, pricing guidance, emergency instructions, and any other business-specific instructions used by the Services.
6.3. The Client will not provide instructions that are unlawful, misleading, discriminatory, unsafe, or likely to cause harm to End Customers.
6.4. The Client is responsible for ensuring that its staff, contractors, agencies, and authorised contacts cooperate reasonably with ScaleLabs during onboarding and service delivery.
6.5. The Client is responsible for maintaining its own CRM, calendar, booking system, website, domain, email account, phone system, and related systems unless ScaleLabs expressly agrees otherwise in writing.
6.6. The Client must not use the Services to send unlawful marketing, spam, abusive communications, fraudulent messages, misleading information, or communications that breach applicable law, platform rules, or third-party terms.
6.7. The Client must promptly notify ScaleLabs of any issue, incorrect AI behaviour, incorrect booking rule, inaccurate call script, data protection concern, security issue, customer complaint, or other matter that may affect the Services.
7. Pricing, Onboarding Fees, and Payment
7.1. Unless otherwise agreed in writing, ScaleLabs' standard UK pricing is:
| Plan | Monthly Subscription Fee | Onboarding Fee (monthly billing) | Annual Price (onboarding included) | Included Fair-Use Allowance |
|---|---|---|---|---|
| Lite | £79/month | £99 | £869/year | Up to 50 calls or 150 AI-handled minutes per month |
| Starter | £149/month | £149 | £1,639/year | Up to 150 calls or 400 AI-handled minutes per month |
| Growth | Coming soon; expected £249/month | Expected £249 | Not currently available | Final allowance confirmed before launch |
| Custom | From £399/month | Quoted | Quoted | Agreed in a written Custom order form |
7.2. Prices are exclusive of VAT where applicable.
7.3. Lite is intended for sole traders and very small businesses using basic AI receptionist workflows with lower call volume and simple call handling. Starter is intended for small teams that need more volume, structured job qualification, a shared lead inbox, recordings and transcripts, and booking-request capture. Advanced booking, multi-crew or multi-location routing, live transfers, CRM or job-management integrations, bespoke escalation, and custom workflows require Growth when available or a scoped Custom Order.
7.4. The onboarding fee covers onboarding, AI configuration, call-flow setup, phone routing setup, testing, basic workflow configuration, client handover, and launch support. The onboarding fee is non-refundable once onboarding work has started, except where required by law or expressly agreed in writing.
7.5. Monthly subscription fees are billed monthly in advance unless otherwise agreed in writing.
7.6. Annual billing. Where the Client selects annual billing, the annual price equals eleven months of the applicable monthly subscription fee for twelve months of service, with the onboarding fee included. Annual fees are billed in advance, are non-refundable except as required by law or under clause 8, and do not renew after the Client cancels renewal through Stripe before the next annual charge.
7.7. Monthly billing. The first Stripe Checkout payment includes the first monthly subscription fee and the one-time onboarding fee. Later monthly renewals include only the subscription fee and any properly notified usage charges. A monthly plan has no minimum term.
7.8. Every standard Lite and Starter Order includes the 30-day service guarantee in clause 8. The Client must still pay the onboarding fee and first subscription fee upfront. Any refund applies only to the first month's subscription fee, not onboarding fees, overages, telecom charges, SMS overages, bespoke infrastructure, custom integrations, or third-party pass-through costs.
7.9. The monthly subscription includes reasonable UK call handling, AI processing, standard UK telephony usage, call summaries, recordings, transcripts, and owner email notifications within the fair-use allowance of the selected plan. SMS is not included unless expressly enabled in the Order or a written Custom scope.
7.10. Fair-use allowances are not a guarantee of unlimited usage. ScaleLabs may require the Client to upgrade, move to a Custom plan, reduce usage, or pay agreed overage charges where usage materially exceeds the selected plan's allowance.
7.11. If the Client agrees to additional usage, the standard Lite and Starter rate is £0.20 per additional AI-handled minute. SMS, if expressly enabled in writing, is £0.08 per additional segment unless otherwise agreed. Custom usage and overage terms are stated in the Custom order form. ScaleLabs will not enable or charge an overage that was not presented before purchase or separately agreed.
7.12. Premium-rate numbers, international calls, non-UK call routing, unusually high call volumes, abusive usage, spam, live transfers, bespoke infrastructure, custom integrations, or exceptional third-party costs may be charged separately or require a Custom plan.
7.13. ScaleLabs will send the Client usage alerts when usage reaches approximately 75% and 90% of the plan's included allowance. ScaleLabs will use reasonable efforts to notify the Client before applying additional charges, except where immediate action is required to prevent excessive cost, abuse, service disruption, legal risk, or third-party platform risk.
7.14. The Client must pay invoices by the due date stated on the invoice. If no due date is stated, invoices are due within 7 days of issue.
7.15. If payment is late, ScaleLabs may suspend the Services after giving the Client at least 7 days' written notice and an opportunity to pay.
7.16. The Client remains responsible for all fees incurred before suspension, cancellation, or termination.
8. 30-Day Service Guarantee
8.1. Standard Lite and Starter Orders include a 30-day service guarantee. A Custom order form states whether and how the guarantee applies to Custom work.
8.2. The guarantee period starts when the AI receptionist first goes live and begins handling real inbound calls.
8.3. If, during the guarantee period, the Services fail to answer, qualify, and route calls materially in accordance with the call-handling rules approved by the Client, and ScaleLabs does not correct the failure within a reasonable period after written notice, the Client may request a refund of the first month's subscription fee.
8.4. Onboarding fees, overages, SMS overages, telecom charges, premium-rate charges, international call charges, bespoke infrastructure, custom integrations, and third-party pass-through costs are not refundable.
8.5. The guarantee applies only if the Client completes onboarding, provides accurate business information, approves call scripts and booking rules, forwards real calls to the Services, and gives ScaleLabs a reasonable opportunity to configure and improve the AI receptionist.
8.6. The guarantee does not apply where failure to achieve the result is caused by missing Client information, failure to forward calls, lack of calendar availability, inaccurate business details, rejected appointments, abusive usage, unusually low call volume, or Client-side systems.
9. Service Levels and Support
9.1. ScaleLabs will use reasonable commercial efforts to maintain the following service levels:
(a) monthly uptime target of 95% for the AI receptionist service;
(b) first response to support requests within 24 hours during UK Business Days; and
(c) resolution target of 72 hours for non-critical issues.
9.2. Uptime excludes scheduled maintenance, emergency maintenance, Client-side issues, incorrect Client instructions, Client system failures, CRM or calendar issues, internet or telecom outages, AI model provider outages, cloud provider outages, payment processor issues, third-party platform changes, and matters outside ScaleLabs' reasonable control.
9.3. ScaleLabs does not guarantee uninterrupted service, error-free AI responses, specific booking rates, specific recovered revenue, specific lead conversion, or specific commercial results.
9.4. If ScaleLabs gives the Client a service credit, refund, or billing reduction for service availability or performance, that credit, refund, or reduction will be the Client's sole remedy for the relevant availability or performance issue, except where the law does not allow this limitation.
10. AI Outputs and Human Review
10.1. The Client acknowledges that AI systems may generate incorrect, incomplete, unexpected, delayed, or unsuitable outputs.
10.2. ScaleLabs will use reasonable efforts to configure the Services according to the Client's approved instructions, but the Client remains responsible for reviewing and approving business-critical workflows, call scripts, booking rules, escalation rules, and customer-facing information.
10.3. The Client should not rely on AI Output as the sole basis for safety-critical, emergency, legal, financial, medical, employment, or regulated decisions.
10.4. The Client must promptly inform ScaleLabs if it identifies inaccurate, inappropriate, or unsafe AI Output.
11. Data Protection and Call Recording
11.1. The parties will comply with their respective obligations under the UK General Data Protection Regulation, the Data Protection Act 2018, the Privacy and Electronic Communications Regulations where applicable, and all other applicable data protection laws.
11.2. In respect of End Customer personal data processed through the Services:
(a) the Client is normally the controller because the Client determines why customer calls, messages, leads, and appointment details are collected and how they are used for the Client's business; and
(b) ScaleLabs acts as processor when processing that personal data on the Client's behalf through the Services.
11.3. The data processing terms in Schedule A form part of this Agreement.
11.4. The Client is responsible for providing any privacy notices, call recording notices, website notices, staff notices, customer notices, consent notices, and lawful-basis assessments required for its use of the Services.
11.5. The Client must ensure that it has a lawful basis for collecting and using End Customer personal data through the Services, including call recordings, transcripts, phone numbers, service details, appointment information, and follow-up communications.
11.6. ScaleLabs may provide template wording or suggested notices, but the Client remains responsible for deciding whether the wording is suitable for its business and legal obligations.
11.7. The Client must not provide ScaleLabs with special category data, criminal offence data, payment card details, national insurance numbers, health data, children's data, or other high-risk personal data unless expressly agreed in writing and subject to appropriate safeguards.
11.8. ScaleLabs will not intentionally use Client call recordings, transcripts, or End Customer personal data to train public AI models unless the Client has agreed to that use in writing or enabled a service feature that clearly permits it.
11.9. Vapi is the recording system of record for calls handled through the Services. Audio recordings are retained and accessed through Vapi according to the applicable Vapi account plan and retention settings. ScaleLabs may store a Vapi recording reference to make the recording available in the Client portal, but does not maintain a separate ScaleLabs audio archive.
12. Confidentiality
12.1. Each party agrees to keep confidential any non-public business, technical, financial, client, customer, product, pricing, operational, security, or commercial information shared under or in connection with this Agreement.
12.2. Confidentiality obligations survive for 3 years following termination of this Agreement.
12.3. Confidentiality does not apply to information that:
(a) is or becomes publicly available through no breach of this Agreement;
(b) was lawfully known by the receiving party before disclosure;
(c) is independently developed without use of or reference to the disclosing party's confidential information;
(d) is lawfully received from a third party without a duty of confidentiality; or
(e) is required to be disclosed by law, court order, regulator, tax authority, professional advisor, insurer, bank, or payment provider.
13. Intellectual Property
13.1. ScaleLabs retains all intellectual property rights in the Services, including AI agent architecture, prompts, workflows, code, templates, configurations, integrations, documentation, know-how, service processes, and platform materials.
13.2. The Client retains all rights in its own brand, logos, customer relationships, business information, Client Data, and materials supplied to ScaleLabs.
13.3. The Client grants ScaleLabs a limited, non-exclusive, royalty-free licence to use Client Data and Client materials solely to provide, support, secure, improve, and administer the Services and perform this Agreement.
13.4. ScaleLabs may use aggregated or anonymised information about service performance, usage, call outcomes, or product analytics to improve and market the Services, provided that such information does not identify the Client, End Customers, or individuals.
13.5. The Client grants ScaleLabs a non-exclusive, royalty-free, non-transferable licence during the term of this Agreement to use the Client's name, trading name, and logo solely to identify the Client as a ScaleLabs client/customer on ScaleLabs' website, client logo sections, pitch decks, proposals, and ordinary sales and marketing materials.
13.6. ScaleLabs must not imply that the Client endorses any specific claim, result, testimonial, case study, guarantee, performance figure, or press announcement unless the Client has approved that specific use in writing.
13.7. The Client may provide reasonable brand guidelines or request in writing that ScaleLabs removes or amends a use of the Client's name or logo. ScaleLabs will comply within 10 UK Business Days where reasonably practicable.
13.8. Case studies, testimonials, press releases, paid advertisements prominently featuring the Client, and detailed public descriptions of the Client relationship require the Client's separate prior written approval.
14. Term, Cancellation, and Termination
14.1. This Agreement starts on the Effective Date. A monthly subscription continues one paid billing period at a time. An annual subscription continues for the paid annual term.
14.2. The Client may cancel a standard subscription through the Stripe Customer Portal. Monthly cancellation takes effect at the end of the current paid monthly billing period. Annual cancellation stops renewal and takes effect at the end of the current paid annual term. ScaleLabs may terminate a standard subscription on 30 days' written notice.
14.3. Either party may terminate immediately by written notice if the other party materially breaches this Agreement and, where the breach is capable of remedy, fails to remedy it within 14 days of receiving written notice requiring it to do so.
14.4. ScaleLabs may suspend or terminate the Services immediately if:
(a) the Client fails to pay overdue fees after notice;
(b) the Client uses the Services unlawfully or abusively;
(c) continuing to provide the Services creates a security, legal, regulatory, or third-party platform risk;
(d) a third-party provider suspends a required service; or
(e) ScaleLabs reasonably believes suspension is necessary to prevent harm.
14.5. On termination, the Client must pay all outstanding fees incurred up to the termination date.
14.6. Onboarding fees are not refundable once onboarding work has started, except where required by law or expressly agreed in writing.
14.7. On request, ScaleLabs will provide a reasonable export or return of Client Data in a commonly used format where technically feasible, subject to payment of outstanding fees and any legal retention requirements.
15. Limitation of Liability
15.1. Subject to Clauses 15.3 and 15.4, ScaleLabs' total liability under or in connection with this Agreement is limited to the greater of:
(a) the total fees paid by the Client to ScaleLabs in the 3 months preceding the claim; or
(b) £5,000.
15.2. Subject to Clauses 15.3 and 15.4, the Client's total liability under or in connection with this Agreement is limited to the greater of:
(a) the total fees paid or payable by the Client to ScaleLabs in the 3 months preceding the claim; or
(b) £5,000.
15.3. Subject to Clause 15.4, either party's liability for breach of confidentiality, breach of data protection obligations, or indemnification obligations is limited to the greater of:
(a) the total fees paid or payable by the Client to ScaleLabs in the 12 months preceding the claim; or
(b) £25,000.
15.4. Nothing in this Agreement limits or excludes liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) wilful misconduct;
(d) payment obligations properly due under this Agreement; or
(e) any liability that cannot lawfully be limited or excluded.
15.5. Neither party is liable to the other for indirect, incidental, special, punitive, or consequential damages, or for loss of profits, loss of revenue, loss of goodwill, loss of anticipated savings, loss of business opportunity, or loss of data, except to the extent such liability cannot lawfully be excluded.
16. Indemnities
16.1. The Client will indemnify ScaleLabs against third-party claims, losses, damages, penalties, costs, and expenses arising from:
(a) the Client's products, services, work quality, customer promises, quotations, appointments, attendance, pricing, or service delivery;
(b) Client instructions, scripts, FAQs, service descriptions, or business information supplied to ScaleLabs;
(c) the Client's failure to provide required privacy notices, call recording notices, staff notices, customer notices, or lawful bases;
(d) the Client's unlawful use of the Services; or
(e) the Client's breach of this Agreement.
16.2. ScaleLabs will indemnify the Client against third-party claims alleging that the Services, as provided by ScaleLabs, infringe the intellectual property rights of a third party, provided that the claim does not arise from Client Data, Client instructions, third-party systems selected by the Client, or modifications not made by ScaleLabs.
16.3. A party seeking indemnification must promptly notify the other party of the claim, provide reasonable cooperation, and not settle the claim in a way that admits liability on behalf of the indemnifying party without the indemnifying party's prior written consent.
17. Force Majeure
17.1. Neither party will be liable for delays or failures caused by events outside its reasonable control, including natural disasters, war, civil unrest, pandemic, government action, labour dispute, power outage, telecommunications or internet infrastructure outage, cloud provider outage, AI model provider outage, payment processor outage, or acts or omissions of third-party providers on which the Services depend.
17.2. Obligations are suspended for the duration of the force majeure event, except for payment obligations that accrued before the event.
17.3. If the force majeure event continues for more than 60 days, either party may terminate this Agreement by written notice without further liability beyond accrued sums and continuing obligations that survive termination.
18. General
18.1. Entire agreement. This Agreement, including the Order and Schedule A, represents the full understanding between the parties and replaces all prior discussions, proposals, messages, and understandings relating to its subject matter.
18.2. Amendments. The version accepted at Checkout governs the Client's Order. ScaleLabs may update these terms prospectively. A material change affecting an existing Client takes effect only after reasonable notice and, where required, the Client's affirmative acceptance. A Custom order form may be amended only in writing by the parties.
18.3. Governing law and jurisdiction. This Agreement is governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales for any disputes arising from or in connection with this Agreement.
18.4. Independent contractors. The parties are independent contractors. Nothing in this Agreement creates an employment, agency, joint venture, franchise, fiduciary, or legal partnership relationship between the parties.
18.5. No authority to bind. Neither party has authority to bind the other party, incur obligations on behalf of the other party, or represent that it has such authority unless expressly agreed in writing.
18.6. Notices. Notices under this Agreement may be given by email to [email protected] and to the email on the Client's ScaleLabs account. Notices are deemed received on the next UK Business Day after sending, provided no bounce-back or delivery failure is received.
18.7. Assignment. The Client may not assign this Agreement without ScaleLabs' prior written consent. ScaleLabs may assign this Agreement to a successor in connection with a sale, merger, reorganisation, or transfer of substantially all of the ScaleLabs business.
18.8. Severability. If any clause of this Agreement is found unenforceable, the remaining clauses continue in force. The parties will replace the unenforceable clause with an enforceable clause that most closely reflects the original commercial intention.
18.9. Waiver. A failure or delay in enforcing a right under this Agreement is not a waiver of that right.
18.10. Electronic acceptance. Checking the acceptance box tied to these terms and completing Stripe Checkout constitutes electronic acceptance. ScaleLabs may retain the accepted terms version, timestamp, account, selected Order, IP address, user agent, and Stripe Checkout reference as evidence of acceptance. A Custom order form may be signed electronically in counterparts.
Schedule A — Data Processing Agreement
This Schedule A forms part of the ScaleLabs Standard Service Terms between ScaleLabs and the Client.
A1. Scope and Roles
A1.1. The subject matter of processing is the provision of AI-powered missed-call recovery, AI receptionist, call handling, call recording, transcription, follow-up, appointment booking, CRM integration, reporting, and related services.
A1.2. The Client is normally the controller in respect of personal data of End Customers, staff, callers, leads, and appointment bookers processed through the Services.
A1.3. ScaleLabs is the processor in respect of that personal data when processing it on behalf of the Client through the Services.
A1.4. ScaleLabs may act as an independent controller for its own business administration, billing, security, analytics, service improvement, legal compliance, and marketing activities.
A2. Categories of Data and Data Subjects
A2.1. Personal data processed may include caller name, business name, telephone number, email address, service address, voice recording, call transcript, call summary, appointment booking information, service request details, CRM records, lead status, message content, staff contact details, and other information provided by the Client or End Customers.
A2.2. Data subjects may include End Customers, callers, leads, appointment bookers, Client staff, Client contractors, and other individuals who interact with the Services.
A3. Processor Obligations
A3.1. ScaleLabs will process personal data only on documented instructions from the Client, including instructions set out in this Agreement, the Order, onboarding documentation, support requests, call-flow instructions, CRM configuration, or other written instructions.
A3.2. ScaleLabs will ensure that persons authorised to process personal data are subject to confidentiality obligations.
A3.3. ScaleLabs will implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including access controls, encryption in transit where supported, password protection, least-privilege access, and reasonable review of security practices.
A3.4. ScaleLabs will assist the Client, taking into account the nature of the processing and the information available to ScaleLabs, in responding to data subject requests, including access, rectification, erasure, objection, restriction, and portability requests.
A3.5. ScaleLabs will assist the Client with security, breach notification, data protection impact assessments, and regulator consultation obligations where required by applicable law and where the relevant information is available to ScaleLabs.
A3.6. At the Client's choice, ScaleLabs will delete or return personal data after the end of the provision of the Services relating to processing, and delete existing copies unless storage is required by law, backup retention, dispute resolution, fraud prevention, security, or legitimate business record-keeping.
A4. Sub-Processors
A4.1. ScaleLabs may engage sub-processors to deliver the Services, including telephony providers, cloud hosting providers, database providers, AI model providers, call recording providers, transcription providers, automation tools, CRM integration tools, analytics tools, email providers, SMS providers, and payment processors.
A4.2. Current or expected sub-processors may include Telnyx, Twilio, OpenAI, Anthropic, Vapi, Stripe, cloud hosting providers, database providers, automation providers, email providers, SMS providers, analytics providers, and payment processors used by ScaleLabs from time to time.
A4.3. ScaleLabs will ensure that sub-processors are subject to written terms that provide an appropriate level of protection for personal data.
A4.4. ScaleLabs will notify the Client of intended material changes to sub-processors with at least 30 days' written notice where reasonably practicable, giving the Client the opportunity to object on reasonable data-protection grounds.
A5. International Transfers
A5.1. Where personal data is transferred outside the UK, ScaleLabs will ensure that appropriate safeguards are in place, such as an adequacy decision, the UK International Data Transfer Agreement, the UK Addendum to the EU Standard Contractual Clauses, or another lawful transfer mechanism.
A5.2. The Client acknowledges that certain sub-processors, including AI model providers, cloud providers, telephony providers, and infrastructure providers, may process personal data outside the UK where appropriate safeguards are used.
A6. Data Breach
A6.1. ScaleLabs will notify the Client without undue delay after becoming aware of a personal data breach affecting personal data processed under this Schedule.
A6.2. The notification will include, to the extent known: the nature of the breach, categories and approximate number of data subjects and records affected, likely consequences, and measures taken or proposed to address the breach.
A6.3. The parties will cooperate reasonably in investigating, mitigating, and responding to any personal data breach.
A7. Audit and Compliance
A7.1. ScaleLabs will make available to the Client, on reasonable written request and no more than once per 12-month period, information reasonably necessary to demonstrate compliance with this Schedule.
A7.2. Any audit or information request must be conducted in a way that avoids unnecessary disruption to ScaleLabs' business, protects confidential information, and protects the personal data and confidential information of other clients.
A8. Call Recording and Notices
A8.1. The Client acknowledges that the Services may involve call recording, call transcription, automated call handling, SMS or email follow-up, and AI-generated responses.
A8.2. The Client is responsible for providing any privacy notices, call recording notices, staff notices, customer notices, website notices, and consent notices required by applicable law, unless ScaleLabs expressly agrees in writing to provide or implement specific notices.
A8.3. ScaleLabs may provide template wording or suggested notices, but the Client remains responsible for deciding whether the wording is appropriate for its business and legal obligations.
A8.4. For the standard Services, Vapi retains the call audio according to the applicable Vapi account plan and retention settings. ScaleLabs stores the provider reference needed for authorised portal access and does not independently archive the audio.
A9. Term
A9.1. This Schedule applies for the duration of the Agreement and for any period thereafter during which ScaleLabs continues to process personal data on behalf of the Client in connection with the Services.
A9.2. Termination of the Agreement does not affect any data protection obligations that survive under applicable law or this Schedule.