Terms and Conditions of the VoIP Service
Last updated: July 10, 2026
Addendum to the WeSpeak General Terms and Conditions, applicable for the VoIP services
This VoIP Service Addendum ("VoIP Addendum") supplements and forms part of the General Terms and Conditions of NEXTGEN CONVERSATIONS CORP ("WeSpeak," "we," or "us"), a corporation organized under the laws of the United States of America, with its registered address at 1007 North Orange St, 4th Floor, Wilmington, DE 19801, United States of America (the "General Terms"), available at www.wespeak.pro/en/terms-and-conditions. Capitalized terms used but not defined in this VoIP Addendum have the meaning given to them in the General Terms, including "Subscriber," "User," "Agent," "End User," "Platform," and "Services."
This VoIP Addendum applies specifically to the voice-over-internet-protocol calling functionality made available within the Platform (the "VoIP Service"), delivered using the underlying third-party network, numbering, and voice infrastructure ("Third Party Provider"). Except as expressly modified herein, the General Terms continue to apply in full to the VoIP Service. If there is a direct conflict between this VoIP Addendum and the General Terms with respect to the VoIP Service specifically, this VoIP Addendum controls.
BY ACTIVATING, ACCESSING, OR USING THE VoIP SERVICE — INCLUDING BY AUTHORIZING OR ALLOWING ANY USER, AGENT, OR END USER TO DO SO — THE SUBSCRIBER ACCEPTS AND AGREES TO BE BOUND BY THIS VOIP ADDENDUM IN ADDITION TO THE GENERAL TERMS. IF THE SUBSCRIBER DOES NOT AGREE, IT MUST NOT ENABLE OR USE THE VOIP SERVICE.
1. Definitions Specific to the VoIP Service
1.1 Capitalized terms used but not defined in this VoIP Addendum have the meanings given to them in Clause 3.4 and elsewhere in the General Terms, including "Subscriber," "User," "Agent," and "End User." For purposes of the VoIP Service specifically, an "Agent" as defined in Clause 3.4 of the General Terms includes any automated instance deployed by WeSpeak to answer, place, screen, transfer, summarize, or otherwise handle Calls over the telephone channel (a "Voice Agent"), in addition to the messaging-channel Agents already contemplated by the General Terms.
1.2 "Call" means any voice communication (inbound or outbound, including SIP-, PSTN-, or mobile-terminated calls) placed, received, or facilitated through the VoIP Service.
1.3 "Call Data" means Call Recordings, Call Detail Records (CDRs), metadata (e.g., calling/called number, duration, timestamps, and, where available, geolocation of termination), transcripts, and any OCR Output.
1.4 "Call Recording" means the audio (and, where applicable, associated transcript) capture of a Call.
1.5 "OCR Output" means text, structured fields, or key data points (e.g., names, dates, order numbers, amounts, addresses) extracted by optical character recognition and/or related natural-language processing applied to Call Recordings, transcripts, voicemail, or documents/images processed within the VoIP Service.
1.6 "Third Party Provider" means the end VoIP Provider — WeSpeak's underlying voice, numbering, and (where enabled) AI infrastructure provider for the VoIP Service.
1.7 "GDPR" means Regulation (EU) 2016/679 (General Data Protection Regulation). "Data Protection Laws" means, in addition to the Applicable Privacy Laws referenced in Clause 6.3.2 of the General Terms, the GDPR and EU member state implementing legislation and the UK GDPR/Data Protection Act 2018 (for the European Economic Area and United Kingdom); and, as applicable to the Territory in which the Subscriber or its End Users are located, Colombia's Law 1581 of 2012 and Decree 1074 of 2015; Mexico's Ley Federal de Protección de Datos Personales en Posesión de los Particulares; Brazil's Lei Geral de Proteção de Dados (Law No. 13,709/2018); Argentina's Ley de Protección de Datos Personales No. 25,326; Chile's Law No. 19,628 (as amended by Law No. 21,719); Peru's Law No. 29,733; and equivalent data-protection statutes of other Latin American and European jurisdictions in which the VoIP Service is used.
1.8 "Territory" means the countries in Latin America and the European Economic Area (plus the United Kingdom and Switzerland, where applicable) in which WeSpeak makes the VoIP Service commercially available from time to time.
2. The VoIP Service
2.1 Description. As an integrated feature of the Platform, WeSpeak enables the Subscriber to place and receive telephone calls over the internet (the "VoIP Service"). The VoIP Service is technically delivered using the underlying network, numbering, SIP trunking, and/or programmable voice infrastructure of the Third Party Provider. WeSpeak is not a facilities-based telecommunications carrier; WeSpeak integrates Third Party Provider infrastructure into the Platform.
2.2 Relation to the General Terms. This VoIP Addendum supplements, and does not replace, the General Terms. Clauses 2 (Access to the Services/Subscription), 4 (Term, Cancellation, and Termination), 5 (Billing, Plan Modifications, and Payments), 6 (Information Management), 7 (Intellectual Property Rights), 8 (Representations, Warranties, and Disclaimers), and 9 (General Provisions) of the General Terms continue to apply to the VoIP Service except as expressly modified in this VoIP Addendum.
2.3 Geographic Coverage. WeSpeak intends to make the VoIP Service available within the Territory. Availability, call quality, number types (local, mobile, toll-free, geographic/non-geographic), emergency-calling functionality, and regulatory requirements (e.g., number registration, "Know Your Customer" rules, or lawful-intercept obligations) vary by country and are subject to change based on Third Party Provider's network footprint and local regulatory requirements. WeSpeak does not guarantee availability of any specific number type, rate, or feature in every country within the Territory.
2.4 Third-Party Infrastructure and Release of Liability. WeSpeak acts exclusively as a technical integrator of Third Party Provider's network and does not own, operate, or control Third Party Provider's underlying infrastructure. While WeSpeak adopts commercially reasonable security, safeguarding, and diligence measures within its own area of control, in line with industry standards applicable to the VoIP Service, it does not control, audit, or guarantee the operation, availability, accuracy, security, or continuity of Third Party Provider's infrastructure, so such diligence does not imply a guarantee of result or extend WeSpeak's liability to events originating outside its own infrastructure. Accordingly, and without limiting Section 14 (Specific Limitation of Liability — VoIP Service), WeSpeak assumes no liability for damages, losses, or harm of any nature directly or indirectly arising from: (i) failures, interruptions, degradations, or discontinuation of Third Party Provider's network, numbering, storage, or AI infrastructure; (ii) security breaches, data leaks, or unauthorized access originating in Third Party Provider's infrastructure or systems; (iii) inaccuracy of third-party routing, caller-ID, or location databases used by Third Party Provider; (iv) generation of incorrect, fabricated, or misleading output by Third Party Provider's own third-party AI/ML providers; (v) unilateral changes in the terms, functionalities, APIs, or acceptable-use policies imposed by Third Party Provider; or (vi) any other event or circumstance outside WeSpeak's reasonable control attributable to Third Party Provider. The Subscriber acknowledges that WeSpeak's use of Third Party Provider implies acceptance of Third Party Provider's own terms and policies referenced throughout this VoIP Addendum, and that it is the Subscriber's responsibility to assess the suitability of the VoIP Service to its own security, privacy, and regulatory-compliance requirements.
2.5 Numbering; Number Portability. Where the Subscriber already holds a telephone number issued by another carrier that it wishes to use with the VoIP Service, WeSpeak may, at the Subscriber's written request and at WeSpeak's sole discretion, evaluate the feasibility of porting that number into the VoIP Service through the Third Party Provider. Any such porting request is subject to the losing carrier's, Third Party Provider's, and any applicable regulator's own eligibility requirements, documentation, and processing timelines (which may vary depending on current carrier and local regulations), and WeSpeak does not guarantee that porting any particular number will be possible, timely, or free of interruption to that number's existing service. Any new telephone number acquired by the Subscriber through the VoIP Service is, as between WeSpeak and the Subscriber, the Subscriber's number. Upon termination of the VoIP Service for any reason, the Subscriber will have ten (10) business days from the effective date of termination to instruct WeSpeak in writing whether it wishes to (a) port the number out to another provider, or (b) release the number. If the Subscriber does not provide such instructions within that period, WeSpeak may treat the number as released and proceed to deactivate it in accordance with Third Party Provider's standard numbering and recycling practices, under which a deactivated number is generally held for approximately two (2) additional weeks (during which only the Subscriber may reclaim it) before entering an aging period of approximately two (2) further weeks in which it cannot be reclaimed by anyone, after which it may be released for general reassignment. WeSpeak does not guarantee the availability of a deactivated number for reclamation beyond the periods described in this Section 2.5, and the Subscriber is solely responsible for initiating any port-out request with sufficient time to complete it before the number becomes unavailable.
3. Call Recording, Personal Data, and OCR
3.1 Call Recording Feature. The VoIP Service allows the Subscriber to record all Calls (inbound and/or outbound) for purposes such as quality assurance, training, dispute resolution, and business-record keeping. Call Recordings and related metadata are captured and stored via Third Party Provider's infrastructure and made available to the Subscriber through the Platform.
3.2 Subscriber's Consent and Disclosure Obligations. CALL-RECORDING LAWS VARY SIGNIFICANTLY BY JURISDICTION. Some jurisdictions permit recording with the consent of only one party to the call, while others — including several U.S. states, EU/EEA member states, and Latin American countries — require the informed consent of all parties before a call may be recorded. Consistent with Clause 6.1.6 of the General Terms, it is the Subscriber's sole responsibility to: (a) determine which consent standard applies based on the location of its Users, Agents, and End Users; (b) configure the VoIP Service (including any pre-call recording announcement made available by WeSpeak) to provide adequate notice and, where required, obtain affirmative consent before a Call is recorded; and (c) ensure that any recording, storage, or use of Call Recordings complies with applicable wiretapping, call-recording, consumer-protection, and Data Protection Laws. WeSpeak provides tools to facilitate compliance but does not verify each Call for compliance.
3.3 Nature of Call Data as Personal Data. Call Recordings, transcripts, and associated metadata typically constitute Personal Data (and, if incidentally disclosed on a Call, may include special categories of data, such as health or financial information). WeSpeak and Third Party Provider process such Personal Data solely as necessary to provide the VoIP Service, in accordance with Section 5 (Data Protection and International Transfers) and Clause 6.3 of the General Terms.
3.4 OCR / Automated Data Extraction. The VoIP Service may include an optical character recognition and/or natural-language extraction feature ("OCR Feature") that automatically analyzes Call Recordings, transcripts, voicemails, and/or uploaded documents or images to identify and extract key information (for example, names, contact details, order or account numbers, dates, monetary amounts, or other structured data) for population into Platform records ("OCR Output"). The Subscriber acknowledges that: (a) the OCR Feature uses automated and/or AI-assisted processing and may misidentify, omit, or inaccurately transcribe information; (b) the Subscriber is responsible for reviewing and validating OCR Output before relying on it for business, compliance, or decisioning purposes; and (c) OCR Output is treated with the same security, retention, and access controls as other Call Data under this Section 3 and Clause 6.3 of the General Terms.
3.5 Retention and Deletion. Call Data, including OCR Output, will be retained for the period configured by the Subscriber in the Platform or, absent such configuration, for WeSpeak's then-current default retention period. Third Party Provider provides the underlying storage on an "as is" and "as available" basis, disclaims responsibility for the loss, corruption, or deletion of stored content, and does not extend the same protections to stored content as it does to live call processing. Accordingly, WeSpeak recommends that the Subscriber regularly export or back up any Call Data it wishes to retain, and WeSpeak's liability for any loss of stored Call Data is subject to Section 14.
4. Voice Agent — Scope and Limitations of the VoIP Service
4.1 Availability. WeSpeak may make available, as an optional feature, a Voice Agent capable of autonomously answering, placing, screening, transferring, summarizing, or otherwise handling Calls using speech recognition, natural-language understanding, and speech-synthesis technology, including third-party AI/ML models made available through Third Party Provider.
4.2 Nature and Limits of the Voice Agent. WeSpeak will use commercially reasonable efforts to configure the Voice Agent to: (i) avoid misleading, fabricated, or hallucinated responses; (ii) refrain from providing legal, medical/health, financial, or other professional advice; (iii) avoid handling, placing, or transferring emergency calls; and (iv) limit its responses to information about the Subscriber's hotel, services, and facilities that the Subscriber has made available within the Platform. Notwithstanding the foregoing, the Subscriber acknowledges and agrees that: (a) the Voice Agent is a probabilistic, automated system, and the configuration efforts described above do not guarantee accurate, complete, appropriate, or non-offensive responses in every instance; (b) the Voice Agent may still misunderstand, mishandle, misroute, or fail to complete a Call, and is not a substitute for human judgment in situations involving safety, medical, legal, financial, or other high-risk matters; (c) the Voice Agent must not be used, and WeSpeak does not authorize its use, for emergency calls or for high-risk activities (e.g., medical diagnosis or treatment, life-support systems, or any context where failure could result in death, personal injury, or severe harm), nor to mislead an End User into believing they are speaking with a human when disclosure of the contrary is required by law or by this VoIP Addendum; (d) it is the Subscriber's sole responsibility to keep the hotel, service, and facility information made available to the Voice Agent accurate, complete, and up to date, and WeSpeak is not responsible for outdated or incorrect responses resulting from the Subscriber's failure to do so; and (e) the Subscriber remains solely responsible for configuring, scripting, supervising, and reviewing the output of any Voice Agent it deploys, including establishing an easy mechanism for an End User to reach a live User upon request.
4.3 Disclosure Obligations. Where required by applicable law (including, without limitation, the transparency obligations of the EU Artificial Intelligence Act for certain AI systems interacting with natural persons, and equivalent transparency, robocall, or telemarketing rules in the Territory), the Subscriber is solely responsible for ensuring that any Call handled by the Voice Agent clearly discloses to the End User, at the start of the interaction: (a) that the End User is interacting with an automated/AI system rather than a human; and (b) that the Call may be recorded, together with any consent required under Section 3.2. WeSpeak will make available within the Platform a configurable option for the Subscriber to add such a disclosure to its Voice Agent's Calls, but it remains the Subscriber's sole responsibility to determine the content of, enable, customize, and verify that any such disclosure is compliant with, and sufficient under, the law applicable in the Subscriber's Territory and each jurisdiction in which its End Users are located.
4.4 Processing of Call Content by AI Providers. Enabling the Voice Agent (or related features such as transcription, sentiment analysis, or voice cloning) may involve processing of Call audio, transcripts, and Personal Data by Third Party Provider and Third Party Provider's own third-party AI/ML technology providers, under the terms of Third Party Provider's AI-enabled services addendum. Consistent with Clause 6.3.5 of the General Terms, output generated by the Voice Agent may be used by WeSpeak and Third Party Provider to maintain, secure, and improve the Service, and will not be used to train models in a manner that discloses Subscriber data to other subscribers.
4.5 No Warranty on AI Output. WITHOUT LIMITING SECTION 12, WESPEAK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE ACCURACY, COMPLETENESS, RELIABILITY, OR SUITABILITY OF ANY OUTPUT GENERATED BY THE VOICE AGENT OR THE OCR FEATURE. THE SUBSCRIBER ASSUMES ALL RISK ARISING FROM ITS RELIANCE ON SUCH OUTPUT.
5. Data Protection and International Transfers
5.1 Roles of the Parties. In addition to the roles described in Clause 6.3.2 of the General Terms, and for Personal Data of individuals located in the EEA, the United Kingdom, or a Latin American jurisdiction within the Territory, the Subscriber acts as controller ("responsable") and WeSpeak acts as processor ("encargado") of Personal Data contained in Call Data, and WeSpeak, in turn, engages Third Party Provider as a subprocessor as described in Section 2.4.
5.2 Compliance with Data Protection Laws. Each party will comply with its respective obligations under applicable Data Protection Laws. The Subscriber represents that it has obtained all consents, and has all legal bases, necessary to permit WeSpeak and Third Party Provider to process Personal Data as contemplated by this VoIP Addendum.
5.3 International Transfers. The Subscriber acknowledges that Personal Data processed through the VoIP Service, including Call Data, may be transferred to, stored in, and processed in the United States (where Third Party Provider is based) and other countries in which WeSpeak's or Third Party Provider's infrastructure or subprocessors operate, consistent with Clause 6.3.3 of the General Terms. Where the Subscriber determines that such transfers require additional safeguards to comply with the data-protection legislation applicable to Personal Data originating in the EEA, UK, or a Latin American jurisdiction that restricts cross-border transfers, the Subscriber may submit a written request to WeSpeak identifying the specific safeguards it requires (such as the European Commission's Standard Contractual Clauses, the UK International Data Transfer Addendum, or an equivalent mechanism recognized under the applicable Latin American Data Protection Law). WeSpeak will evaluate any such request at its sole discretion, and, if WeSpeak agrees to implement the requested safeguards, the specific measures, timeline, and any associated costs will be set out in a separate written agreement between the parties. For the avoidance of doubt, WeSpeak has no obligation to implement any particular safeguard absent such a request from the Subscriber and a corresponding separate written agreement, and the Subscriber remains solely responsible for determining whether the safeguards ultimately agreed are sufficient to meet its own compliance obligations.
5.4 Data Subject Rights. Where the Subscriber acts as controller of Personal Data contained in Call Data, WeSpeak will provide reasonable assistance to the Subscriber in responding to data subject requests, consistent with Clause 6.3.4 of the General Terms.
6. Emergency Calling Limitations
6.1 VoIP-based emergency calling (e.g., to 911 in the United States, 112 in the European Union, or equivalent national emergency numbers in the Territory) has inherent limitations that differ from traditional fixed-line telephony, including but not limited to: dependency on power and internet connectivity, potential inaccuracy of automatically detected location information, delayed routing, and, in certain countries or with certain number types, unavailability of emergency-calling functionality altogether.
6.2 THE SUBSCRIBER ACKNOWLEDGES AND AGREES THAT THE VOIP SERVICE MAY NOT BE SUITABLE AS A PRIMARY OR SOLE MEANS OF PLACING EMERGENCY CALLS, AND WESPEAK STRONGLY RECOMMENDS THAT THE SUBSCRIBER AND ITS USERS MAINTAIN AN ALTERNATIVE MEANS (SUCH AS A MOBILE OR TRADITIONAL LANDLINE PHONE) OF CONTACTING EMERGENCY SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WESPEAK AND THIRD PARTY PROVIDER DISCLAIM ALL LIABILITY FOR ANY DELAY, FAILURE, OR INACCURACY IN THE ROUTING OF, OR RESPONSE TO, AN EMERGENCY CALL PLACED THROUGH THE VOIP SERVICE.
6.3 Approved Uses; Subscriber Obligations. Any emergency-calling functionality that Third Party Provider makes available to WeSpeak is limited to certain "Approved Uses" that Third Party Provider defines from time to time (typically, ordinary residential, small-business, or enterprise PBX usage patterns) and excludes central-station alarm monitoring, non-emergency call centers with atypical calling patterns, and similar high-volume or specialized uses. Emergency-calling functionality is generally not available on toll-free numbers or certain wireless/IoT numbering. To help preserve whatever emergency-calling functionality is available, the Subscriber must: (a) promptly provide, and keep continuously updated, an accurate emergency response address for each number used with the VoIP Service; (b) instruct its Users and End Users not to block caller-ID when dialing an emergency number; and (c) not attempt to place emergency calls over toll-free numbers or any number type for which emergency-calling support has not been confirmed. WeSpeak and Third Party Provider will have no liability for the unavailability of emergency-calling functionality resulting from the Subscriber's failure to comply with this Section 6.3.
7. Acceptable Use
The Subscriber will not, and will ensure its Users, Agents, and any Voice Agent configuration do not: (a) use the VoIP Service to violate telemarketing, robocall, spam, or "Do Not Call" laws applicable in the Territory; (b) engage in spoofing, caller-ID manipulation, or fraudulent robocalling; (c) use the VoIP Service for unlawful surveillance or recording; or (d) otherwise violate WeSpeak's Acceptable Use Policy and Third Party Provider's Acceptable Use Policy, both of which are incorporated by reference.
8. Fees and Usage Charges
8.1 Fees for the VoIP Service (including per-minute usage, number rental, recording storage, OCR processing, and Voice Agent usage, as applicable) are Usage Charges within the meaning of Clause 5.1 of the General Terms and are set out in the applicable Purchase and/or Service Order or pricing page. Rates may vary by destination country and number type.
8.2 Third-Party Costs. Consistent with Clause 5.6 of the General Terms, any cost charged directly by Third Party Provider or another third party in connection with the VoIP Service (for example, per-minute termination costs, numbering fees, or emergency-services surcharges) that is not expressly included in the Subscriber's Purchase and/or Service Order shall be billed separately and is the Subscriber's sole responsibility, on the same basis as the WhatsApp/Meta costs described in Clause 10.7 of the General Terms.
8.3 The Subscriber is responsible for all applicable taxes, regulatory fees, and surcharges (e.g., numbering fees, EU roaming or termination surcharges, or Latin American telecommunications taxes) associated with its use of the VoIP Service, consistent with Clause 5.7 of the General Terms.
9. Term; Suspension; Termination
9.1 This VoIP Addendum remains in effect for as long as the Subscriber's subscription to the Platform includes the VoIP Service, and follows the term, cancellation, and termination mechanics set out in Clause 4 of the General Terms.
9.2 WeSpeak may suspend the VoIP Service (in whole or with respect to specific numbers, countries, or features) immediately and without liability if required by Third Party Provider, a competent regulator, or applicable law, or if WeSpeak reasonably believes the Subscriber's use poses a security, fraud, or legal-compliance risk, in addition to the suspension grounds already set out in Clause 5.2.5 of the General Terms.
9.3 Upon termination of the VoIP Service for any reason, the Subscriber's access to Call Data will be governed by Section 3.5 (Retention and Deletion).
10. Support and System Availability (SLA) — VoIP Service
10.1 Availability. WeSpeak shall make commercially reasonable efforts to keep the signaling, call-routing, and management layer of the VoIP Service that WeSpeak itself operates (as distinct from Third Party Provider's underlying network, addressed in Section 2.4) available 24/7, with a minimum target of ≥ 99.5% monthly uptime, calculated as: Availability (%) = (Minutes in the month − Minutes of Non-Excluded Downtime) ÷ Minutes in the month × 100, measured by an external monitoring tool on the VoIP Service's authentication/registration endpoint. This target follows the same methodology as, and does not exceed, the Platform-wide SLA target set out in Clause 11.1 of the General Terms. The Subscriber may request read-only access to the monitoring dashboard.
10.2 Exclusions. In addition to the exclusions in Clause 11.2 of the General Terms, the following shall not be counted as downtime for purposes of this Section 10: (a) planned maintenance with prior notice of ≥ 24 hours; (b) force majeure (Section 11); (c) outages, degradations, or limitations of Third Party Provider's network, numbering, storage, or AI infrastructure, or of any cloud, hosting, or connectivity provider referenced in Section 11; (d) connectivity failures of the Subscriber; (e) non-compliance with Section 7 (Acceptable Use); and (f) changes not coordinated by the Subscriber. When WeSpeak invokes an exclusion, it must substantiate it with objective evidence.
10.3 Support and Incidents. Support for the VoIP Service operates on the same schedule as Clause 11.3 of the General Terms: business days, Monday to Friday, 09:00–18:00 (UTC−3, Argentina calendar).
10.4 Maintenance. Planned maintenance shall preferably be performed between 22:00 and 06:00 (UTC−3), with a minimum notice of 24 hours, consistent with Clause 11.4 of the General Terms. In case of emergency maintenance for security reasons, WeSpeak shall notify the Subscriber as soon as operationally possible.
10.5 Credits. If monthly availability of the VoIP signaling/routing layer falls below the target in Section 10.1, the Subscriber shall be entitled to the following credits on the VoIP Service charges for the affected period, on the same tiers as Clause 11.5 of the General Terms:
- < 99.5% ≥ 98.0%: 5%
- < 98.0% ≥ 96.0%: 10%
- < 96.0%: 20%
Credits must be requested within 60 calendar days from the event, shall not proceed if the Subscriber is in default or the event falls under any exclusion of Section 10.2, and constitute the Subscriber's sole and exclusive remedy against unavailability of the VoIP Service directly attributable to WeSpeak. This does not limit the Subscriber's rights arising from other contractual breaches, which are governed by Clause 8.4 of the General Terms and Section 12 of this VoIP Addendum.
11. Force Majeure
11.1 Force Majeure Events. Consistent with Clause 4.4(1) of the General Terms, neither party will be liable for, or be considered in breach of this VoIP Addendum due to, any failure or delay in performance resulting from causes beyond that party's reasonable control (a "Force Majeure Event"), including without limitation: (a) acts of God, fire, flood, earthquake, hurricane, pandemic, epidemic, or other natural disaster; (b) war, invasion, act of terrorism, civil unrest, riot, or sabotage; (c) strikes, labor disputes, or other industrial action not involving the affected party's own workforce; (d) governmental action, embargo, sanctions, or change in law; (e) power, utility, or fuel shortages or failures; (f) failure, outage, or degradation of the public internet, undersea cables, DNS infrastructure, or internet backbone providers; (g) failure, outage, degradation, or discontinuation of any cloud infrastructure, hosting, data-center, or content-delivery-network provider used by WeSpeak or Third Party Provider to deliver the VoIP Service (including, without limitation, Amazon Web Services, Google Cloud Platform, Microsoft Azure, or any successor or alternative provider); (h) any failure, outage, degradation, or discontinuation of service by Third Party Provider or any other underlying telecommunications or AI infrastructure provider, regardless of cause; and (i) distributed denial-of-service (DDoS) attacks, ransomware, or other cyberattacks not resulting from the affected party's failure to maintain industry-standard security measures.
11.2 Effect; Termination Right. Upon a Force Majeure Event, the affected party's performance obligations (other than payment obligations already accrued) will be suspended for the duration of the event. If a Force Majeure Event affecting the VoIP Service continues for more than thirty (30) consecutive days, either party may terminate the affected Service on written notice, without liability other than for fees already due for Services rendered before the event, consistent with the early-termination rights in Clause 4.4 of the General Terms.
11.3 No Expansion of Warranties. For the avoidance of doubt, a Force Majeure Event does not expand any warranty or availability target under this VoIP Addendum, and Sections 2.4, 10, and 12 continue to apply in full.
12. Warranties and Disclaimers
In addition to Clause 8.2 of the General Terms, and consistent with the disclaimers that Third Party Provider itself applies to WeSpeak (Section 2.4), WESPEAK DOES NOT WARRANT OR GUARANTEE ANY SPECIFIC CALL-COMPLETION RATE, ANSWER-SEIZURE RATIO, TRANSMISSION QUALITY, OR FREEDOM FROM DROPPED OR BLOCKED CALLS, AND DOES NOT GUARANTEE THE ACCURACY OF ANY THIRD-PARTY ROUTING, CALLER-ID, OR LOCATION DATABASE USED TO DELIVER THE VOIP SERVICE.
13. Subscriber Responsibility and Release
Consistent with Clause 6.3.5.3 of the General Terms, the Subscriber expressly and irrevocably releases WeSpeak, its directors, employees, affiliates, and assigns from any claim, demand, sanction, fine, cost, or liability — including reasonable legal fees — arising from: (a) the Subscriber's or its Users' failure to obtain required consents for Call Recording or use of the Voice Agent; (b) the Subscriber's violation of applicable Data Protection Laws, telemarketing, or robocall laws; (c) the Subscriber's misuse of the VoIP Service, including reliance on OCR Output or Voice Agent output without appropriate human review; (d) the Subscriber's or its End Users' non-compliance with the Approved Uses, emergency-address-accuracy, or toll-free-911 restrictions described in Section 6.3; or (e) the Subscriber's failure to comply with applicable robocall, STIR/SHAKEN, caller-ID, or number-registration rules. This release shall operate regardless of whether the claim comes from the Subscriber itself, its End Users, data-protection regulatory authorities, or affected third parties.
14. Specific Limitation of Liability — VoIP Service
14.1 Notwithstanding Clause 8.4 of the General Terms, and on the same footing as the WhatsApp/Meta-specific limitation in Clause 10.10 of the General Terms, the Subscriber acknowledges and accepts that WeSpeak shall not be liable, under any circumstances, for: (a) interruptions, outages, or degradations of Third Party Provider's network, numbering, storage, or AI infrastructure; (b) loss, corruption, or deletion of stored Call Data attributable to Third Party Provider's storage infrastructure; (c) unavailability, delay, or inaccuracy in the routing of, or response to, an emergency call; (d) variations, inaccuracies, or unilateral changes in third-party routing, caller-ID, or location databases; (e) unilateral modifications of Third Party Provider's rates, policies, or terms; (f) hallucinated, fabricated, or otherwise erroneous output generated by the Voice Agent or the OCR Feature; or (g) any consequence arising from the violation, by the Subscriber or its Users, of Third Party Provider's Acceptable Use Policy or the legislation applicable to the use of voice communications.
14.2 VoIP-Specific Cap. Further notwithstanding Clause 8.4 of the General Terms, WeSpeak's total aggregate liability arising out of or related to the VoIP Service specifically (excluding the credits described in Section 10.5, which are governed exclusively by Section 10.5) will not exceed, per claim or series of related claims, the lesser of (a) the fees actually paid by the Subscriber for the VoIP Service during the three (3) months preceding the event giving rise to the claim, or (b) five thousand U.S. dollars (US$5,000). This cap is deliberately set below the limitation that Third Party Provider applies to its own liability toward WeSpeak (currently, the lesser of six (6) months of charges or US$10,000 per claim — WeSpeak should confirm the current figure before relying on it, as Third Party Provider may revise its own terms from time to time), so that WeSpeak is not exposed to Subscribers for more than it could reasonably expect to recover from its own upstream providers. This cap does not apply in cases of willful misconduct or gross negligence, consistent with Clause 8.4 of the General Terms, nor to liability that cannot be limited under applicable mandatory law (including, where applicable, liability for death or personal injury caused by negligence).
14.3 Time to Bring Claims. Any claim arising out of or related to the VoIP Service must be brought within six (6) months after the event giving rise to the claim, or it will be permanently barred, except for claims arising under Section 13 (Subscriber Responsibility and Release). This period is intentionally shorter than the one-year period that applies to claims between WeSpeak and Third Party Provider, so that WeSpeak learns of, and can evaluate or pass through, any claim while it may still have recourse against Third Party Provider. This period applies only to the extent permitted by applicable law.
15. Human-Answered Calls; Browser-Based Softphone
15.1 Call Routing to Users. With respect to Calls not handled by the Voice Agent described in Section 4: depending on the Subscriber's configuration of the Platform (including call routing rules, extensions, ring groups, or queues), an inbound Call placed by an End User is received by Third Party Provider's network and routed through the Platform to be offered to the specific User or group of Users that the Subscriber has authorized, within the Platform's configuration, to receive Calls for the relevant number, extension, or queue (each, an "Assigned User"). WeSpeak does not select, and has no visibility or control over, which of the Subscriber's Users are configured as Assigned Users for any given number, extension, or queue; that configuration is the Subscriber's sole responsibility.
15.2 Answering Calls Through the WeSpeak Web Interface. Calls assigned to a User are answered directly from the Platform's browser-based interface (the "Web Softphone"), without the need for a separate desk phone, mobile app, or dedicated hardware phone. The Web Softphone establishes and carries the audio for the Call over the internet, in coordination with Third Party Provider's underlying network, for as long as the User keeps the relevant browser tab or window open and connected.
15.3 Technical Requirements for Users. To place or receive Calls through the Web Softphone, each Assigned User must have, at a minimum: (a) a stable internet connection with sufficient bandwidth and low latency for real-time audio, consistent with the technical requirements published by WeSpeak from time to time; (b) a current version of a supported web browser, kept up to date and with microphone permissions enabled for the Platform; and (c) a computer, tablet, or mobile device with a functioning microphone and speaker or headset appropriate for taking business calls, in a location with reasonably low background noise. The Subscriber is responsible for ensuring that its Assigned Users have access to, and use, equipment and connectivity meeting these requirements.
15.4 Availability and Missed Calls. A Call will only be offered to Assigned Users who have the relevant browser tab or window open, are logged into the Platform, and have not set their status to unavailable, "do not disturb," or an equivalent state within the Platform. If no Assigned User answers a Call within the timeout configured by the Subscriber, or if no Assigned User is available, the Call will be handled according to the Subscriber's configured fallback (for example, voicemail, another queue, or, where enabled, the Voice Agent described in Section 4).
15.5 No Warranty on Call Quality Attributable to User Equipment or Connectivity. WITHOUT LIMITING SECTION 12 (WARRANTIES AND DISCLAIMERS) OR SECTION 14 (SPECIFIC LIMITATION OF LIABILITY — VOIP SERVICE), WESPEAK IS NOT RESPONSIBLE FOR DROPPED, MISSED, OR LOW-QUALITY CALLS, OR FOR ANY OTHER CALL-HANDLING FAILURE, RESULTING FROM AN ASSIGNED USER'S INTERNET CONNECTION, BROWSER, HARDWARE, OR PHYSICAL ENVIRONMENT NOT MEETING THE REQUIREMENTS DESCRIBED IN SECTION 15.3.
16. Governing Law; Dispute Resolution
This VoIP Addendum is governed by the same governing law and dispute-resolution mechanism set out in Clause 9.4 of the General Terms: this VoIP Addendum shall be governed and interpreted in accordance with the substantive laws of the State of Delaware, United States of America, excluding its conflict-of-laws rules, and any controversy, conflict, or claim arising from or related to this VoIP Addendum shall be definitively resolved by arbitration under the Arbitration Rules of the International Chamber of Commerce (ICC), administered by the ICC and resolved by one (1) sole arbitrator, with proceedings conducted in the Spanish language and the legal seat of arbitration in the State of Delaware, United States of America, except that consumer-protection or data-protection provisions that cannot be waived under the mandatory law of the Subscriber's or an End User's home jurisdiction (including EU/EEA member state law or applicable Latin American law) will continue to apply to the extent required by such mandatory law.
17. General Provisions
This VoIP Addendum incorporates by reference, and does not restate, Clauses 9.1 (Partial Invalidity), 9.2 (Independence of the Parties), and 9.3 (Notices) of the General Terms, which apply equally to this VoIP Addendum. WeSpeak may modify this VoIP Addendum on the same basis as Clause 2.5 of the General Terms, including thirty (30) days' advance notice of any removal of a significant feature or functionality of the VoIP Service.
18. Language of this VoIP Addendum
This VoIP Addendum has been prepared in English; a Spanish version may be available upon request. Consistent with Clause 1.1 of the General Terms, translations of this VoIP Addendum into languages other than English are provided solely for convenience, and in the event of conflict or ambiguity between versions, the English version shall prevail.
19. Contact
Questions regarding this VoIP Addendum may be directed to info@wespeak.pro, or by phone at +54 9 11 7827 9502. Support requests specific to the VoIP Service may be directed to soporte@wespeak.pro.