Spoke Voice — Terms of Business

Version 1.2 · Last updated: 12 July 2026

These are the standard terms on which Spoke Voice provides its AI voice agent services, published here for reference. Each client engagement is governed by a signed copy of these Terms together with a Schedule of Services setting out the specific agent, workflows, volumes and fees for that engagement. If you'd like a copy for signature, email [email protected].

1. Parties

1.1 Spoke Voice (we / us / our) — Toneworks Holdings Pty Ltd (ABN 72 698 577 418) of Perth, Western Australia, trading as Spoke Voice.

1.2 Client (you / your) — the entity named in the Schedule of Services attached to and forming part of these Terms (the Schedule).

1.3 Each is a Party and together the Parties.

2. Definitions

Agent means an AI voice agent configured by Spoke Voice to make or receive telephone calls on the Client's behalf in accordance with the Schedule.
AI Disclosure means the disclosure made by the Agent in the first sentence of every call that the caller is speaking to an automated voice agent and not a human.
Call Data means call recordings, transcripts, structured outcome data and metadata generated by an Agent during a call.
Client Data means call lists, contact details, brand assets and instructions supplied by the Client to Spoke Voice for use by an Agent.
Commencement Date means the date the Schedule is signed by both Parties.
Fees means the amounts payable by the Client under clause 5 and the Schedule.
Initial Term means the three (3) month period from the Commencement Date.
Schedule means the schedule of services, fees and call volume thresholds attached to and forming part of these Terms.
Services means the AI voice agent services described in clause 3 and the Schedule.
UAT means the user acceptance testing process described in clause 4.4.

3. Services overview

3.1 Spoke Voice will configure, host, operate and maintain one or more Agents to perform the call workflows described in the Schedule.

3.2 The technology stack used by Spoke Voice may evolve over time. Spoke Voice may substitute components provided the Services described in the Schedule continue to be delivered to the same standard.

3.3 Australian local telephone numbers used for outbound or inbound calls remain the property of Spoke Voice unless the Schedule provides otherwise.

4. Service description and scope

4.1 Scope of voice agent service

The scope of the Agent — call types (outbound or inbound), call workflows, call volume thresholds, expected outcomes and integrations — is set out in the Schedule. Anything not in the Schedule is out of scope and requires a Change Request.

4.2 Onboarding milestones

The onboarding sequence comprises: (a) brand and content intake; (b) build of the Agent and supporting workflows by Spoke Voice (typically five to ten business days); (c) UAT under clause 4.4; and (d) go-live, marked by a signed UAT Signoff Form.

4.3 Hours of operation, timezone

4.3.1 Unless the Schedule provides otherwise, Agent operating hours are 8:00 am to 6:00 pm Australian Western Standard Time (AWST, Australia/Perth), Monday to Friday excluding Western Australian public holidays.

4.3.2 All scheduling, reporting and notice periods in these Terms are calculated by reference to AWST.

4.4 Acceptance and UAT

4.4.1 Following completion of the build, Spoke Voice will deliver the Agent into a UAT environment and provide the Client with a UAT Signoff Form setting out the test scenarios drawn from the Schedule.

4.4.2 The Client has five (5) Business Days from delivery of the UAT environment to complete UAT and either: (a) sign off the UAT Signoff Form, in which case the Agent is deemed accepted and the go-live date is the date of signoff; or (b) raise defects in writing, identifying the failed test scenario, the expected behaviour drawn from the Schedule, and the observed behaviour.

4.4.3 If the Client does not sign off and does not raise defects within the period in clause 4.4.2, the Agent is deemed accepted on the sixth Business Day after delivery and the go-live date is that day.

4.4.4 Where defects are raised in accordance with clause 4.4.2(b), Spoke Voice will use commercially reasonable efforts to rectify confirmed defects within five (5) Business Days. Each rectified delivery restarts the period in clause 4.4.2 in respect of the rectified scenarios only.

4.4.5 Items raised during UAT that are out of scope of the Schedule are not defects. They are Change Requests subject to clause 6 of the Onboarding Pack.

5. Fees and payment

5.1 The Client will pay the Fees set out in the Schedule.

5.2 Fees are billed monthly in advance via direct debit using the authority captured in the Direct Debit Authority.

5.3 Where the Schedule provides for usage above an agreed call-volume threshold, overage is billed in arrears with the following month's invoice.

5.4 Invoices are payable on issue. Amounts unpaid after fourteen (14) days from invoice date attract interest at the Reserve Bank of Australia cash rate plus 2% per annum, calculated daily.

5.5 All Fees are exclusive of GST. Where GST applies, Spoke Voice will issue tax invoices.

5.6 The Client will not set off, deduct or withhold any amount payable under these Terms.

6. Term and renewal

6.1 These Terms commence on the Commencement Date and continue for the Initial Term.

6.2 At the end of the Initial Term these Terms continue on a month-to-month basis until terminated by either Party giving the other Party at least thirty (30) days written notice under clause 14, expiring at the end of a calendar month.

6.3 Spoke Voice may review and adjust Fees on each anniversary of the Commencement Date by giving the Client at least sixty (60) days written notice.

7. Client obligations

7.1 The Client warrants and agrees that:

(a) it has all rights and consents necessary to provide the Client Data, including consent of any individual whose contact details appear in a call list to be contacted by an automated voice agent;
(b) Client Data will be accurate, up to date, lawfully collected, free of numbers on a Do Not Call register where the Schedule contemplates outbound calling, and will not include sensitive information unless the Schedule expressly provides for it;
(c) it will cooperate with the AI Disclosure required in clause 8.2 and will not request its removal, suppression or relocation later in a call;
(d) it will provide brand assets and content (script tone, FAQs, escalation paths) within the timeframes set out in the brand and content intake;
(e) it will nominate at least one authorised representative to receive Agent escalations during operating hours.

7.2 The Client acknowledges that the quality of the Services depends materially on the accuracy and completeness of Client Data and the timeliness of brand and content intake responses.

8. Spoke Voice obligations

8.1 Spoke Voice will:

(a) configure, host and operate the Agent in accordance with the Schedule;
(b) target uptime of 99.0% measured monthly, excluding scheduled maintenance and force majeure events;
(c) respond to a defect notification under clause 4.4.2(b) within one (1) Business Day and to a service incident notification within four (4) hours during operating hours;
(d) keep the Agent prompts, workflows and configuration under version control and maintain the ability to roll back to a known-good version.

8.2 Spoke Voice will configure the Agent to make the AI Disclosure in the first sentence of every call. The Client agrees this is non-negotiable and reflects Spoke Voice's compliance posture under Australian privacy and consumer law.

9. Intellectual property

9.1 Spoke Voice retains all rights, title and interest in and to the Agent prompts, workflows, integration code, system prompts, evaluation harnesses and any tooling developed by Spoke Voice in the course of providing the Services. Nothing in these Terms transfers ownership of those assets to the Client.

9.2 The Client retains all rights, title and interest in its Client Data, brand assets and Call Data generated by Agents operating on the Client's behalf.

9.3 Spoke Voice may use de-identified, aggregated learnings from Client engagements to improve the Services, provided no Client-identifying information is disclosed.

9.4 The Client grants Spoke Voice a non-exclusive, royalty-free licence to use Client Data and brand assets to the extent necessary to provide the Services for the duration of these Terms.

10. Liability and indemnity

10.1 General

To the extent permitted by law, each Party's liability under or in connection with these Terms — whether in contract, tort (including negligence), under statute or otherwise — is limited as set out in this clause 10. Nothing in this clause excludes liability that cannot lawfully be excluded, including under the Australian Consumer Law.

10.2 Liability cap

10.2.1 Subject to clauses 10.1 and 10.3, the maximum aggregate liability of Spoke Voice to the Client under or in connection with these Terms in any twelve (12) month period is the total Fees paid by the Client to Spoke Voice in the twelve (12) months immediately preceding the event giving rise to liability.

10.2.2 If the event giving rise to liability occurs before the Client has paid Fees for twelve (12) months, the cap is the Fees paid to date.

10.3 Excluded losses

10.3.1 To the extent permitted by law, neither Party is liable to the other for any: (a) loss of profits, revenue, business, anticipated savings or goodwill; (b) loss of opportunity; (c) loss, corruption or destruction of data (other than the obligation to return Client Data under clause 14.5); (d) damage to reputation; or (e) any indirect, special or consequential loss, arising out of or in connection with these Terms, however caused.

10.4 Client indemnity for inaccurate input data

10.4.1 The Client indemnifies Spoke Voice against any loss, claim, fine or expense (including reasonable legal costs) suffered or incurred by Spoke Voice arising from: (a) inaccurate, out-of-date, unlawfully collected or otherwise non-compliant Client Data supplied to Spoke Voice; (b) calls placed to numbers on a Do Not Call register where the Client supplied that number in a call list contemplating outbound calling; (c) any breach by the Client of clause 7.1; or (d) any third-party claim that an Agent's contact with that third party was unlawful where the contact occurred in reliance on Client Data or Client instructions.

10.5 Insurance

10.5.1 Each Party will maintain insurances appropriate to its business and obligations under these Terms. Spoke Voice will provide evidence of its insurances on the Client's reasonable request.

11. Confidentiality

11.1 Each Party will keep confidential information of the other Party in confidence, use it only for the purposes of these Terms, and protect it with reasonable care.

11.2 Confidentiality obligations survive termination for a period of five (5) years.

11.3 Permitted disclosures include disclosures required by law, to professional advisers under equivalent confidentiality obligations, and to a Party's contractors, subcontractors and personnel on a need-to-know basis.

12. Privacy and data protection

12.1 Each Party will comply with applicable privacy laws including the Privacy Act 1988 (Cth) and the Australian Privacy Principles in relation to personal information handled in connection with these Terms.

12.2 The Parties agree the Client is the APP entity in relation to personal information about the individuals appearing in the Client Data, and Spoke Voice handles that personal information on the Client's behalf.

12.3 Spoke Voice will: (a) handle personal information only for the purposes of providing the Services; (b) take reasonable steps to protect personal information from misuse, interference, loss, unauthorised access, modification or disclosure; (c) notify the Client without undue delay (and in any event within 72 hours) of becoming aware of an eligible data breach affecting the Client Data; and (d) cooperate with the Client in responding to any complaint, inquiry, access or correction request from an individual or the Office of the Australian Information Commissioner.

12.4 Where Spoke Voice uses sub-processors, Spoke Voice will ensure each sub-processor is contractually bound to materially equivalent obligations. See our Privacy Policy for the current list of service providers.

13. Force majeure

13.1 Neither Party is liable for failure to perform an obligation (other than an obligation to pay) to the extent that performance is prevented by an event beyond the reasonable control of that Party, including act of God, war, civil unrest, pandemic, third-party telecommunications outage, or government action.

13.2 The affected Party will notify the other promptly and use reasonable efforts to resume performance.

13.3 If a force majeure event continues for more than thirty (30) days, either Party may terminate these Terms on written notice without further liability.

14. Termination

14.1 Termination for convenience after Initial Term

14.1.1 After the Initial Term, either Party may terminate these Terms by giving the other Party at least thirty (30) days written notice, expiring at the end of a calendar month.

14.2 Termination for cause

14.2.1 Either Party may terminate these Terms with immediate effect by written notice if the other Party: (a) commits a material breach of these Terms which is not capable of remedy; (b) commits a material breach which is capable of remedy and fails to remedy it within fourteen (14) days of receiving written notice requiring remedy; (c) becomes insolvent, has a receiver or administrator appointed, enters into an arrangement with its creditors, or ceases to carry on business; or (d) repeatedly breaches these Terms in a manner that, taken together, amounts to a material breach.

14.3 Termination for non-payment

14.3.1 Spoke Voice may suspend the Services on five (5) Business Days written notice if any invoice is more than fourteen (14) days overdue, and may terminate these Terms with immediate effect if the invoice remains unpaid thirty (30) days after the original due date.

14.4 Effect of termination

14.4.1 On termination: (a) the Client will pay all Fees accrued up to the date of termination, including any usage-based overage to the date of last call; (b) each Party will return or destroy the other Party's confidential information, except as required for legal record-keeping; (c) Spoke Voice will provide reasonable cooperation in transferring the operational handover (Agent prompts, call workflows, integration credentials owned by the Client) over a transition period of up to fifteen (15) Business Days, charged at Spoke Voice's then-current professional services rate; and (d) clauses that by their nature survive termination — including 9 (intellectual property), 10 (liability), 11 (confidentiality), 12 (privacy), 14.4 (effect), 14.5 (data return) and 17 (governing law) — survive.

14.5 Data return

14.5.1 Within fifteen (15) Business Days of termination, Spoke Voice will return Client Data and Call Data attributable to the Client in a commonly used machine-readable format, or, at the Client's written election, securely destroy that data and provide written confirmation of destruction.

15. Recording, consent and AI disclosure

15.1 Recording

15.1.1 The Client acknowledges and agrees that calls placed or received by an Agent on the Client's behalf are recorded by Spoke Voice for the purposes of: (a) operating the Agent and producing call summaries and structured outcome data; (b) quality assurance and Agent performance evaluation; and (c) the Client's record-keeping in respect of the call workflow.

15.1.2 Spoke Voice retains call recordings for a period of ninety (90) days from the date of the call, after which recordings are securely deleted unless the Client has requested earlier export. Transcripts and structured outcome data are retained for the duration of these Terms.

15.2 AI disclosure

15.2.1 Every Agent is configured to make the AI Disclosure in the first sentence of every call. The wording of the disclosure is approved by Spoke Voice and the Client during onboarding and may not be removed, suppressed or relocated.

15.2.2 The Client acknowledges that the AI Disclosure is a material compliance control and that any request to remove or suppress it is grounds for Spoke Voice to terminate these Terms under clause 14.2(a).

15.3 Consent and statutory framework

15.3.1 The recording, AI Disclosure and call-handling described in this clause 15 are designed to operate consistently with: (a) the Privacy Act 1988 (Cth) and the Australian Privacy Principles; (b) the Telecommunications (Interception and Access) Act 1979 (Cth); and (c) the Surveillance Devices Act 1998 (WA), in particular the rules relating to the use of listening devices and consent of parties to a private conversation.

15.3.2 The Client warrants that, where the Schedule contemplates outbound calling, it has all consents necessary for an Agent on the Client's behalf to call the recipient, record the call after AI Disclosure, and otherwise handle the recipient's personal information in accordance with these Terms and clause 12.

16. Dispute resolution

16.1 Before commencing court proceedings (other than for urgent injunctive relief), the Parties will: (a) negotiate in good faith for fifteen (15) Business Days from written notice of dispute; (b) if unresolved, refer the dispute to mediation by a mediator accredited under the Mediator Standards Board, sharing costs equally; and (c) if still unresolved after mediation, the Parties may commence proceedings in the courts of Western Australia.

17. Governing law and jurisdiction

17.1 These Terms are governed by the laws of Western Australia.

17.2 The Parties submit to the exclusive jurisdiction of the courts of Western Australia and courts of appeal from them.

18. General

18.1 Entire agreement. These Terms together with the Schedule and the Direct Debit Authority constitute the entire agreement between the Parties and supersede all prior negotiations, representations and agreements.

18.2 Variation. A variation of these Terms is only effective if it is in writing and signed by both Parties. Variations to a Schedule may also be made by a Change Request signed by both Parties.

18.3 Assignment. Neither Party may assign these Terms without the other Party's prior written consent, except that Spoke Voice may assign to a related body corporate or to a successor in connection with a sale of substantially all of its business, on written notice.

18.4 Severance. If a clause is held to be invalid or unenforceable, the remaining clauses continue in force and the invalid clause is read down to the extent necessary to be enforceable, or, if it cannot be read down, severed.

18.5 Notices. A notice under these Terms must be in writing and delivered by email to the address set out in the Schedule. A notice is effective on the next Business Day after sending unless an out-of-office or delivery-failure response is received.

18.6 Counterparts. These Terms may be executed in counterparts and by electronic signature.

18.7 Business Day. A "Business Day" is a day other than a Saturday, Sunday or public holiday in Perth, Western Australia.

Schedule of Services

The Schedule of Services attached to and forming part of these Terms covers, at minimum: the Client's legal name, ACN/ABN and signatory; the Agent description and use case; the call workflow (inbound/outbound, expected volume, call hours within Australia/Perth AWST); integrations; the fee schedule (monthly base, included call volume, overage rate); reporting frequency; and authorised representatives.