Service Agreement

1. Who this agreement is between

1.1 This agreement is between Noted Autonomous (Pty) Ltd, registration number 2026/598834/07 ("Noted Autonomous", "we", "us"), and the business named at checkout ("the Client", "you").

1.2 It starts when you tick the acceptance boxes at checkout, sign it, or first use the Service, whichever happens first.

1.3 Authority. If you accept on behalf of a business, you confirm that you are authorised to bind that business to this agreement.

1.4 Words used in this agreement:

• Service: the AI voice receptionist we build and run for you, and the notifications that come with it.
• Agent: the AI receptionist set up for your business.
• Caller: anyone who phones the number the Agent answers.
• Call Data: recordings, transcripts, summaries, metadata and details captured from calls.
• Plan: the package you choose at checkout (Starter, Business, Multi-site or a custom quote).
• Minutes: call time handled by the Agent, rounded up to the next whole minute per call.

2. The service

2.1 We build an Agent for your business from the details you give us: business hours, services, prices, frequently asked questions and how calls should be handled.

2.2 The Agent answers calls to the number we agree on. Depending on your Plan it can take messages, capture caller details, book appointments into your calendar, transfer live calls and send details to your CRM.

2.3 After each call we send you a notification by email and/or SMS with a summary, the caller's details and the call recording.

2.4 We host, monitor and maintain the Agent. Reasonable changes to its information or behaviour are included in your Plan; a full rebuild may be quoted separately.

2.5 The Service runs on third-party large language models, voice engines, telephony networks and cloud infrastructure. We may change suppliers, models or software at any time, as long as the core functionality stays substantially the same or better.

2.6 The Agent works in English and Afrikaans. Other languages are not supported.

3. The pilot

3.1 If you join as a pilot client, we waive the R4,500 setup fee.

3.2 Your Agent runs free for 14 days from the day it goes live. We confirm the go-live date by email, and that date sets your billing date.

3.3 On day 15 your Starter Plan (R1,950 per month) starts automatically and the payment method you gave at checkout is charged in advance, unless you cancel before the end of day 14.

3.4 To cancel during the pilot, email notedautonomous@gmail.com or reply to your go-live email. No reason is needed and nothing is charged.

3.5 In return for the free period, you agree to a short call with us (5 to 15 minutes) before day 14 to tell us how using the Agent went.

3.6 Pilot places are limited to five. Pilot usage is capped at 200 minutes. We won't charge overage during the pilot, but we may pause the Agent if the cap is reached.

4. Fees, billing and payment

4.1 Current prices:

4.2 Noted Autonomous is not currently registered for VAT, so no VAT is added to these prices. If we register, we will give you 30 days' notice before VAT is added.

4.3 Monthly fees are charged in advance on your billing date by card or debit order. Overage is charged in arrears with the next month's fee. Unused minutes do not carry over.

4.4 Late payment. If a payment fails we tell you and try again. If it is still unpaid 7 days after the due date, we may pause the Agent after giving you 48 hours' notice by email. Calls during a pause go to your fallback number or voicemail. A pause does not cancel what you owe.

4.5 Overdue amounts carry interest at the rate prescribed under the Prescribed Rate of Interest Act, from the due date until paid. If you reverse a payment (a chargeback) for a service that was delivered, you must repay the amount plus any reasonable costs we incur recovering it.

4.6 Price changes. We may change prices with 30 days' written notice, no more than once every 12 months. If you don't accept a change you may cancel before it takes effect. If you keep using the Service after that date, you accept the new price.

5. Term, suspension and cancellation

5.1 After the pilot (or from go-live, if you are not a pilot client) this agreement runs month to month with no fixed term.

5.2 Either of us may cancel with 30 days' written notice by email. You pay for the notice period and nothing after it.

5.3 If either of us breaches this agreement and doesn't fix the breach within 7 days of written notice, the other may cancel immediately.

5.4 We may suspend or cancel immediately, without the 7-day period, if:

• an amount is unpaid 30 days after its due date;
• you use the Service in breach of section 6.3 (acceptable use); or
• your use of the Service creates a real legal, regulatory or security risk for us or for Callers.

5.5 The setup fee is not refundable once your Agent has gone live.

5.6 When the agreement ends we switch off the Agent, send you any Call Data you ask for within 30 days, and then delete it as set out in section 8. A phone number we supplied stays ours unless we agree in writing to transfer it.

6. Your responsibilities

6.1 You give us accurate business information and tell us promptly when it changes (hours, prices, services, staff, transfer numbers). You are responsible for the accuracy of what you give us.

6.2 You read your call notifications and follow up with Callers. The Agent captures the enquiry; your business still has to act on it.

6.3 Acceptable use. You will not use the Service, or instruct the Agent:

• to give medical, legal, financial or emergency advice, or to make binding commitments on your behalf beyond what you have told us in writing;
• to harass, mislead or impersonate anyone, or to make unsolicited or bulk calls;
• for anything unlawful, including recording or processing personal information in breach of POPIA.

6.4 You tell your customers, in your own privacy notice, that calls may be answered by an AI assistant and recorded.

6.5 You keep a working fallback number or voicemail we can route calls to if the Service is unavailable or paused.

6.6 You pay on time.

7. Who owns what

7.1 Ours. We own the Agent's design, prompts, conversation flows, workflows, automations, voice configurations, templates and all know-how used to build and run the Service, including any improvements we make while serving you. Nothing in this agreement transfers these to you.

7.2 Yours. You own your business information, brand, and the Call Data from your calls. You give us permission to use them only to provide the Service.

7.3 While this agreement runs you get the right to use the Agent for your own business. You may not copy, extract, resell or give the Agent's prompts, flows or configuration to anyone else, or ask another provider to replicate them.

7.4 We may say publicly that you are a client (your business name only) unless you ask us in writing not to.

8. Personal information, recordings and POPIA

8.1 Under the Protection of Personal Information Act (POPIA), you are the responsible party for your Callers' personal information and we are your operator. We process it only to provide the Service and on your documented instructions, and we treat it as confidential.

8.2 Every call is recorded. The Agent tells each Caller at the start that the call is recorded. This announcement cannot be switched off.

8.3 Security. We keep appropriate, reasonable technical and organisational measures in place to protect Call Data against loss, damage and unauthorised access, as required by section 19 of POPIA, and we limit access to the people who need it to run the Service.

8.4 Breach notice. If we have reasonable grounds to believe Call Data has been accessed or acquired by an unauthorised person, we notify you immediately and help you meet your own notification duties.

8.5 Data stored outside South Africa. Call Data is stored and processed outside South Africa by our suppliers (voice AI, telephony and cloud hosting providers). We only use suppliers that are bound by law or by binding agreements that give the information protection substantially similar to POPIA, as section 72(1)(a) of POPIA requires. You authorise us to use these suppliers as sub-operators.

8.6 Links to recordings in notifications expire 24 hours after the call. The audio file attached to your notification email is your lasting copy.

8.7 We keep Call Data while the agreement runs and for 30 days after it ends, then delete it. On your written request we delete specific Call Data within 5 working days, and we help you respond to requests from Callers about their information.

8.8 We do not sell Call Data or use it to market to your Callers. We may use anonymised, aggregated statistics (such as call volumes and response times) to improve the Service.

8.9 Our Data and Privacy summary forms part of this agreement.

9. What AI can and cannot do, availability and events beyond control

9.1 The Agent is an AI. It will sometimes mishear, misunderstand or give incomplete information, especially on poor lines, in noisy places, or with unfamiliar accents. We do not guarantee that it will be error-free.

9.2 The Agent is not an emergency service and must never be the only way a Caller can reach you in an emergency.

9.3 We aim to keep the Service running at all times but do not guarantee uninterrupted service. We monitor the notification pipeline daily and fix faults as quickly as we reasonably can. You must tell us straight away if notifications stop or look wrong.

9.4 Events beyond control. Neither of us is liable for failing to perform because of events outside reasonable control, including load-shedding and power failures, network, telephony or internet outages, failures of third-party suppliers, cyber-attacks on suppliers, natural disasters, strikes, or government action. The affected party must tell the other as soon as possible. If such an event stops the Service for more than 30 days, either of us may cancel on written notice.

9.5 Downtime credit. If the Service is down for more than 24 hours in a row because of a fault in systems we control, we credit you a pro-rata share of that month's fee for the downtime. This credit is your only remedy for downtime.

10. Limits on our liability (please read carefully)

These terms limit your rights and our responsibility. The Consumer Protection Act requires us to point them out clearly, so they have their own tick box at checkout.

10.1 We are not liable for business you lose because the Agent misheard, missed, misrouted or mis-recorded a call, or because the Service or a notification was unavailable or delayed. That includes lost bookings, orders, clients, revenue, profit, data or reputation, and any indirect or consequential loss.

10.2 Our total liability to you for all claims arising from this agreement or the Service, whether in contract, delict or otherwise, is limited to the fees you paid us in the 3 months before the claim arose.

10.3 We are not liable for failures by our suppliers (voice AI, telephony, SMS, email and hosting providers) or for anything covered by section 9.4.

10.4 Your agreement is with the company. Any claim under this agreement may be brought only against Noted Autonomous (Pty) Ltd, and not against its directors, shareholders, employees or contractors personally. The limits in this section also protect them.

10.5 You indemnify us against claims by Callers or other third parties, and the reasonable costs of defending them, to the extent they arise from: information or instructions you gave us; your breach of this agreement or of any law (including POPIA); or your failure to follow section 6.

10.6 Nothing in this agreement limits liability for gross negligence, fraud, wilful misconduct, or anything else the law does not allow to be limited.

11. Disputes and law

11.1 If a dispute arises, we first try to settle it by talking. Either of us may start this by written notice.

11.2 If it isn't settled within 14 days, either of us may refer it to mediation by a mediator we agree on, with costs shared equally. If mediation doesn't settle it within 30 days, either of us may go to court.

11.3 This agreement is governed by South African law. You consent to the jurisdiction of the Magistrate's Court, or of the High Court of South Africa, Western Cape Division, where the claim is too large for the Magistrate's Court. Nothing here limits any right you have under the Consumer Protection Act.

12. General

12.1 Electronic acceptance. Ticking the acceptance boxes at checkout is your signature under the Electronic Communications and Transactions Act. We record the date, time, your name, email, IP address and the version of this agreement you accepted, and email you a PDF copy.

12.2 Changes to these terms. We may update these terms with 30 days' notice by email. If you don't accept an update you may cancel before it takes effect; using the Service after that date means you accept it.

12.3 Notices are sent by email: to us at notedautonomous@gmail.com, to you at the email given at checkout. Our address for service of legal process is our registered office as recorded with the Companies and Intellectual Property Commission (CIPC), and is available on request.

12.4 Cession. You may not transfer this agreement without our written consent. We may transfer it to a company that takes over the Service, as long as your rights under it are not reduced.

12.5 No waiver. If we relax or delay enforcing any term, we do not give up our right to enforce it later.

12.6 Whole agreement. This agreement, the details you accepted at checkout and the Data and Privacy summary are the whole agreement between us. If any part is found invalid, the rest still applies.