Delia Service Terms.

Effective from: 18 May 2026 Provider: Ovysion Technologies Ltd, registered in England & Wales under company number [COMPANY NUMBER], registered office [REGISTERED ADDRESS]. These terms govern: your subscription to the Delia voice AI concierge service ("Delia") provided by Ovysion. The companion document — our Data Processing Agreement — forms part of this contract and is incorporated by reference.

These are business-to-business (B2B) terms. They are intended for businesses subscribing to Delia for deployment on their websites or other surfaces. End consumers of those businesses (the people speaking with Delia) are governed by the customer's own terms, not these.

1. The contract

You ("Customer") and Ovysion enter into a contract for Delia when (i) you sign an Order Form, (ii) accept a quote in writing (email is fine), or (iii) start a paid subscription via our website. The contract consists of:

1. The Order Form or equivalent record of what you ordered and for how much.
2. These Service Terms.
3. The Data Processing Agreement ("DPA"), attached as Annex A to these terms or executed separately, which always governs in case of conflict on data-processing matters.
4. The Acceptable Use Policy in Section 8.
5. Any Service Level Agreement (SLA) referenced in your plan, if applicable.

In the event of any conflict, the order of precedence is: Order Form → DPA → these Terms → AUP → SLA.

We may update these Terms from time to time. Material adverse changes will be notified at least 30 days in advance; you may terminate without penalty within that notice period if you do not accept the change. Non-material changes (clarifications, corrections, updates required by law) take effect on posting.

2. Definitions

"Authorized User" — an individual at Customer's organisation that Customer permits to use the Delia admin dashboard.

"Customer Data" — all data, content, knowledge bases, transcripts, persona prompts, voice settings, and end-user conversation data submitted to or generated by Delia in connection with Customer's use.

"End User" — an individual who interacts with Delia through Customer's website, app, or phone line.

"Plan" — the subscription plan named in the Order Form (Pilot, Standard, E-commerce, Premium, or Enterprise), together with the included voice minute allowance and feature set as published on delia.ovysion.com at the time of order.

"Tool Call" — an outbound API request made by Delia during a conversation to a third-party system (e.g. stock lookup, calendar booking).

"Voice Minute" — one minute of two-way audio between Delia and an End User, rounded up to the nearest 6 seconds for billing.

3. The service

3.1 What Delia does

Delia is a voice AI concierge that Customer deploys on its own website or other agreed surfaces. Delia answers End User questions based on a knowledge base Customer provides, qualifies enquiries, and (where configured) books appointments or hands off to Customer's team.

3.2 What Delia does not do

Delia does not:

• Accept payment information from End Users. Customer's checkout must remain on Customer's own site with Customer's own payment provider.
• Provide medical, legal, financial, or other regulated professional advice. Delia operates within rules Customer configures; Customer is responsible for ensuring those rules comply with the regulation applicable to its business.
• Replace human staff where regulation or professional duty requires a human (e.g. final treatment decisions, contract signing, dispute handling).
• Train Ovysion's foundation models or any sub-processor's foundation models on Customer Data. We contract with our sub-processors to confirm this where the option is available.

3.3 Setup

For Pilot and Standard plans, setup is included. For Premium and E-commerce plans, the one-time setup fee covers integration work as scoped in the Order Form. Setup is delivered remotely; typical go-live is 3-7 working days from Order Form signature.

3.4 Updates and changes

We will update Delia from time to time with improvements, bug fixes, and new features at no additional cost. We will give reasonable notice of any change that materially reduces functionality you currently use.

4. Fees, billing, and currencies

4.1 Plan fees

Plan fees are set out in the Order Form and on delia.ovysion.com. We charge monthly in advance unless an annual term is agreed (in which case fees are charged annually in advance with the published annual discount applied — typically 15%).

4.2 Voice minute caps and overages

Each Plan includes a monthly Voice Minute allowance. Usage above the allowance is charged at the published overage rate for the Plan, applied at the end of each billing month. We will notify Customer when usage reaches 80% and 100% of the monthly allowance. There is no automatic upgrade — Customer chooses whether to upgrade or to accept the overage.

4.3 Setup fees

Setup fees, where applicable, are due upon Order Form signature and are non-refundable once setup work has commenced.

4.4 Currencies

We invoice in GBP (£) by default. EUR and USD invoicing are available; the price in EUR or USD is the one published on delia.ovysion.com at the time of order, not a real-time FX conversion of GBP. If your billing currency changes during a subscription, the change takes effect at the next renewal.

4.5 Taxes

Prices exclude VAT, IVA, and equivalent indirect taxes. Where applicable:

• UK customers: UK VAT is added at the prevailing rate.
• EU business customers with a valid VAT/partita IVA number: reverse charge applies; we invoice net of VAT and Customer accounts for VAT in its own country.
• EU non-business customers: VAT of Customer's country is added (OSS regime).
• US and rest-of-world customers: no VAT; local sales tax handled by Customer.
• Italian customers: invoices are issued through the Italian Sistema di Interscambio (SdI) as required by fatturazione elettronica rules.

4.6 Payment terms

For self-serve subscriptions via Stripe: monthly fees are charged automatically on the renewal date. For invoiced customers: net 14 days from invoice date unless otherwise agreed. Overdue invoices accrue interest at the rate set by the Late Payment of Commercial Debts (Interest) Act 1998 (currently 8% above the Bank of England base rate). We may suspend the service after 14 days of unpaid overdue invoices, after written notice.

4.7 Refunds

Plan fees already paid are non-refundable except where required by law or where Ovysion fails to meet a material warranty under Section 7 that we cannot remedy within 30 days of written notice. Setup fees are non-refundable once setup work has commenced.

5. Customer responsibilities

Customer is responsible for:

• Lawful use: ensuring Customer's use of Delia complies with all laws applicable to Customer's business (including, for regulated sectors, sector-specific rules — healthcare, legal services, real estate, financial services).
• Knowledge base accuracy: the content, accuracy, and currency of the knowledge base Customer provides to train Delia. Ovysion is not responsible for the substantive content of answers Delia generates from Customer's knowledge base.
• AI disclosure to End Users: ensuring that End Users are informed they are speaking with an AI before the conversation begins. The standard Delia widget includes this disclosure; Customer must not disable or modify it.
• Account security: keeping Authorized User credentials confidential and notifying us promptly of any suspected compromise.
• Lawful escalation: ensuring Customer has the necessary internal processes to handle escalations Delia routes to a human (e.g. complaints, emergencies, post-treatment medical concerns).
• Compliance with the AUP in Section 8.

6. Customer Data

6.1 Ownership

Customer retains all rights, title, and interest in Customer Data. Ovysion has no ownership interest in Customer Data.

6.2 Licence to Ovysion

Customer grants Ovysion a worldwide, non-exclusive, royalty-free licence to host, process, transmit, and display Customer Data solely as necessary to provide Delia under this contract. This licence ends when the contract ends, subject to the post-termination data return / deletion process in Section 11.

6.3 No training

Ovysion does not use Customer Data to train Ovysion's models or, to the extent each sub-processor permits, the sub-processors' foundation models. The current commitments from sub-processors are listed in the DPA Annex III and updated when they change.

6.4 Data processing

The processing of Customer Data, including data about End Users, is governed by the DPA (Annex A). Customer is the controller, Ovysion is the processor.

7. Warranties and disclaimers

7.1 Mutual warranties

Each party warrants that it has the right and authority to enter into this contract, and that its performance will not breach any other agreement to which it is bound.

7.2 Service warranty

Ovysion warrants that, during any paid term, Delia will materially conform to the description on delia.ovysion.com as it stood at the time of Customer's order. The exclusive remedy for breach of this warranty is, at Ovysion's option, (a) re-performance of the service or (b) a pro-rata refund for the affected period if the issue cannot be remedied within 30 days of Customer's written notice.

7.3 What we don't warrant

To the maximum extent permitted by law, all other warranties — express or implied, statutory or otherwise, including fitness for a particular purpose, merchantability, accuracy, and uninterrupted operation — are disclaimed. In particular:

• AI outputs may contain errors. Delia is not a substitute for human judgment in matters that legally or commercially require it.
• We do not warrant that Delia will resolve every End User enquiry or that no End User will be dissatisfied.
• Internet and third-party service availability is outside our control.

7.4 Beta features

We may offer beta or experimental features. They are provided "as is" with no warranty, and either party may end Customer's use of a beta feature at any time.

8. Acceptable Use Policy (AUP)

Customer will not, and will not allow any Authorized User or End User of Customer's site to use Delia to:

1. Violate any applicable law or regulation.
2. Process special category data (as defined in UK GDPR Art. 9) for clinical decision-making, unless an agreed DPA addendum is in place.
3. Process personal data of children under 16 in a deployment where Customer has not implemented age-gating.
4. Take payment information from End Users.
5. Make automated calls to End Users without their prior consent (any outbound use requires a separate written agreement and additional compliance).
6. Send spam, harass, defame, or violate the rights of any person.
7. Reverse-engineer Delia or attempt to extract system prompts or model weights.
8. Use Delia to build or train a competing product.
9. Resell Delia to third parties without an Enterprise/Reseller agreement.

Material breach of the AUP allows us to suspend the service after written notice and, if not remedied within 7 days, terminate for cause.

9. Confidentiality

Each party will treat the other's confidential information with at least the same care it uses for its own confidential information, and never less than reasonable care. Confidential information does not include information that is or becomes publicly known without breach, was independently known to the receiver, or is required to be disclosed by law or court order (in which case the receiver will give the discloser prior notice where lawful).

Customer Data is always Customer's confidential information.

10. Limitation of liability

To the maximum extent permitted by law:

• Neither party is liable for indirect, consequential, special, punitive, or exemplary damages, or for loss of profits, revenue, business, opportunity, goodwill, or data.
• Each party's total aggregate liability arising out of or in connection with this contract, in any 12-month period, is limited to the fees paid by Customer in that 12-month period.
• This cap does not apply to (i) Customer's payment obligations, (ii) breach of confidentiality, (iii) breach of the AUP, (iv) indemnification obligations, or (v) liability that cannot be limited under English law (including death or personal injury caused by negligence, fraudulent misrepresentation, or wilful misconduct).

11. Term and termination

11.1 Term

The contract begins on the start date in the Order Form and continues for the term stated (monthly or annual, auto-renewing for the same length unless either party gives notice).

11.2 Notice to terminate

Either party may terminate at the end of the current term by giving at least 30 days' written notice before the renewal date.

11.3 Termination for cause

Either party may terminate immediately for cause if the other (a) commits a material breach not cured within 30 days of written notice, or (b) becomes insolvent or enters administration.

11.4 Effect of termination

On termination:

• Customer's access to Delia ends on the effective termination date.
• Fees paid in advance are non-refundable unless termination is for Ovysion's uncured material breach.
• Customer Data is exported on request within 14 days of termination, in a portable JSON or CSV format. After 30 days post-termination, Customer Data is deleted from production systems; backups containing Customer Data are deleted within a further 30 days unless Customer requests deletion sooner.

11.5 Survival

Sections 4 (fees owed at termination), 6.1 (ownership), 7.3 (disclaimers), 8 (AUP for any continued residual use), 9 (confidentiality), 10 (limitation of liability), 14 (governing law), and any clause that by its nature survives, will survive termination.

12. Indemnification

12.1 By Ovysion

Ovysion will defend Customer against any third-party claim alleging that the Delia service itself, when used as authorised under this contract, infringes the third party's intellectual property rights, and will pay damages and costs finally awarded against Customer in such a claim. This indemnity does not cover claims arising from Customer Data, Customer's modifications, or use combined with non-Ovysion systems where the combination causes the infringement.

12.2 By Customer

Customer will defend Ovysion against any third-party claim arising from (a) Customer Data, (b) Customer's breach of the AUP, (c) Customer's breach of law applicable to its business, or (d) any End User claim against Ovysion that would not have arisen but for Customer's instructions or configuration.

12.3 Process

The party seeking indemnification will promptly notify the indemnifying party, give the indemnifying party sole control of the defence and settlement (no settlement that admits liability or imposes an obligation on the indemnified party without consent), and reasonable cooperation.

13. Force majeure

Neither party is liable for failure to perform due to circumstances beyond its reasonable control, including but not limited to acts of God, governmental action, public-internet outages, cybersecurity incidents affecting major infrastructure providers, or AI service provider outages. The affected party will give prompt notice and use reasonable efforts to mitigate.

14. Governing law and disputes

This contract is governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales, save that either party may seek injunctive or equitable relief in any court of competent jurisdiction.

For EU-resident customers, mandatory consumer-protection rights remain available where applicable, notwithstanding the above.

15. General

• Notices: written notices to Ovysion go to legal@ovysion.com (with a copy by post to the registered office); notices to Customer go to the email address on the Order Form.
• Assignment: neither party may assign without the other's written consent, except that either party may assign to a successor in a merger, acquisition, or sale of all or substantially all of its business, on written notice.
• Subcontracting: Ovysion may subcontract performance to its sub-processors listed in the DPA; Ovysion remains responsible.
• Entire agreement: this contract is the entire agreement between the parties for Delia and supersedes prior oral or written communications about it.
• No third-party rights: a person who is not a party to this contract has no rights under the Contracts (Rights of Third Parties) Act 1999.
• Severability: if any provision is held unenforceable, the rest remains in force.

Annex A: Data Processing Agreement

See Data Processing Agreement — incorporated into this contract by reference.

Annex B: Service Level Agreement (where applicable)

Standard and above plans benefit from a published Service Level Agreement at /sla. Pilot is provided on a reasonable-efforts basis with no SLA commitment.

Annex C: Acceptable Use Policy

See Section 8 above.