Terms & Conditions

Please note changes to Terms: ReceptionHQ terms changed on October 29, 2026, and will apply to accounts activated prior to this date from December 1, 2026.  Price changes also apply to some plans.

If your subscription began prior to September 29, 2026, any price changes apply from December 1, 2026. If you signed up between September 29 and October 28, 2026, an additional grace period is provided, with any price changes applying from February 1, 2027.

Please note changes to Terms: ReceptionHQ terms changed on October 29, 2026, and will apply to accounts activated prior to this date from December 1, 2026. Price changes also apply to some plans.

If your subscription began prior to September 29, 2026, any price changes apply from December 1, 2026. If you signed up between September 29 and October 28, 2026, an additional grace period is provided, with any price changes applying from February 1, 2027.

These ReceptionHQ Terms of Service (these “Terms”) govern the access and use of all services and products offered by ReceptionHQ LLC (“RHQ”) (Company Number R13564778). These Terms constitute a legally binding agreement between RHQ and any person that accesses or otherwise uses any RHQ Products (“Customer”).

1. APPLICABILITY OF THESE TERMS

These Terms apply to Customer’s use of all products and services provided by or on behalf of RHQ (“RHQ Services”), through RHQ’s website located at www.receptionhq.com (“RHQ Website”), or any mobile apps, virtual address or other system provided by or on behalf of RHQ, regardless of where access to such system or systems were obtained by Customer (“RHQ Systems”). In these Terms, the RHQ Services, RHQ Website and RHQ Systems are collectively referred to as “RHQ Products.” RHQ may update these Terms, and any other terms or conditions on the RHQ Website, in accordance with Section 7.

2. SIGN-UP

2.1 Account. Customer must register with RHQ before receiving any RHQ Services. After such registration is complete, RHQ will establish an online account for Customer (“Customer’s Account”) that can be accessed on the client portal on the RHQ Website and, at RHQ’s option, from one or more RHQ Systems.

2.2 Basis of contract. Customer registering with RHQ constitutes an offer by Customer to purchase RHQ Services in accordance with these Terms. The Customer registration will only be deemed to be accepted once RHQ has created a Customer Account. At that point, and on that date, a contract between the parties (“Contract”) comes into existence. These Terms apply to the Contract to the exclusion of any other terms, including those the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or dealing other than terms which cannot be excluded at law.

2.3 Password. Customer will not share with any third party, and will otherwise keep secret, any password that can be used to access Customer’s Account (“Customer’s Password”). Customer will be solely responsible for all activities conducted through Customer’s Account and will be liable for all losses and damages arising from any use or misuse of Customer’s Account, provided that Customer’s liability will be proportionately reduced to the extent RHQ’s breach of these Terms or other wrongful act or omission caused or contributed to these losses or damages. If Customer believes that any third party knows Customer’s Password or that there has been any unauthorized access to Customer’s Account, Customer must immediately change Customer’s Password and notify RHQ. Customer will not, and will have no right to, transfer Customer’s Account or Customer’s Password to any third party without the prior written consent of RHQ.

2.4 Telephone Number.

After Customer registers with RHQ:

(a) RHQ will assign to Customer a unique telephone number for use with RHQ Services provided to Customer; or

(b) Customer may port their existing telephone number to RHQ’s telecommunications carrier for use with RHQ Services provided to Customer.

To the extent not prohibited by applicable law or regulation, in the event that any Trial Service or RHQ Paid Service (as defined in Section 4 below) is terminated, RHQ will retain the assigned telephone number for such uses as RHQ sees fit (including assigning it for use by another customer), unless otherwise agreed in writing by RHQ.

3. TRIAL SERVICE

3.1 Trial Period. Subject to these Terms, RHQ may provide to Customer a live receptionist answering service (“Trial Service”) during a trial period commencing on Customer’s registration with RHQ and expiring within a number of days specified by RHQ, which trial period may be extended or shortened by RHQ in its discretion provided the Customer is notified (such period, “Trial Service Term”). Customer acknowledges and agrees that the scope and details of the Trial Service will be determined by RHQ in its discretion. The Trial Service is not applicable for prior Customers of RHQ, casual Customers or new Customers that require RHQ Services for promotional or advertising campaigns.

3.2 Trial Usage Charges. At no charge to Customer, RHQ will provide Customer with a credit to be applied to incremental charges that are incurred based on Customer’s usage of the Trial Service (“Trial Usage Credit”). Customer acknowledges and agrees that (a) the amount of the Trial Usage Credit will be determined by RHQ in its discretion and (b) the amount of such incremental charges will be determined, and may be changed, by RHQ in its discretion. RHQ will notify the Customer of the amount of the Trial Usage Credit and the amount of incremental charges.

3.3 Termination of Trial Service. RHQ or Customer may immediately terminate the Trial Service at any time for any reason or no reason by providing written notice to the other. Without limiting the foregoing, RHQ may terminate the Trial Service upon expiration of the Trial Service Term, depletion of the Trial Usage Credit, or commencement of any RHQ Paid Services (as defined in Section 4 below). After the termination of the Trial Service, Customer must need to purchase RHQ Paid Services, as described in Section 4 below, in order to continue to receive services from RHQ after the end of the Trial Service Term. Any portion of the Trial Usage Credit not used prior to termination of the Trial Service will be forfeited and may not be used in connection with any RHQ Paid Services.

4. PAID SERVICES

4.1 Adding Paid Services. Customer may at any time request to receive one or more of the paid services described on the RHQ Website or in these Terms (“RHQ Paid Services”). Customer will select a pricing plan for each RHQ Paid Service from the pricing plans offered by RHQ (“Pricing Plans”). Prior to providing any RHQ Paid Services, RHQ may require that Customer to provide information about a credit card to which Customer authorizes RHQ to submit charges as permitted under these Terms (“Customer’s Credit Card”).

4.2 Paid Service Terms. Each RHQ Paid Service that Customer requests and RHQ agrees to provide (which agreement may be withheld by RHQ acting reasonably) is referred to in these Terms as a “Selected Paid Service.” Subject to these Terms, RHQ will provide the Selected Paid Services for consecutive one (1) calendar month periods (each such period, a “Paid Service Term”) until terminated in accordance with these Terms.

5. RHQ PRODUCTS

5.1 License. Subject to these Terms, RHQ grants to Customer a personal, limited, non-exclusive, non-transferable, non-sublicensable license to use each RHQ Products on devices for which it was designed solely for the purpose of accessing Customer’s Account and using RHQ Services.

5.2 Restrictions. Customer must not (a) modify or create derivative works of any RHQ Products; (b) sell, rent, lease, lend, distribute or sublicense any RHQ Products or any of its functions; or (c) decompile, reverse engineer or disassemble, or otherwise attempt to derive or duplicate the source code of, any RHQ Products, or encourage, assist or authorize any other person to any of the foregoing. Without limiting the obligations of Customer under this clause, Customer must not duplicate, reverse engineer or undertake any analogous process where the functionality of any RHQ Products or the methodology or systems developed or used by RHQ to provide the functions supported by the RHQ Systems, are duplicated.

5.3 Updates. RHQ will use its reasonable endeavors to make available to Customer updates, upgrades and new versions of one or more RHQ Systems used by the Customer (collectively, “System Updates”). Each System Updates will be deemed to be an RHQ Systems for the purposes of these Terms.

5.4 License Termination. The license granted to Customer in Section 5.1 will automatically be suspended and may be terminated by written notice from RHQ if Customer fails to comply with this Section 5, after RHQ becomes aware of the breach and has given Customer five (5) days’ written notice to remedy the non-compliance, or upon termination of all Selected Paid Services in accordance with these Terms. In addition, RHQ may terminate such license at any time with respect to any or all RHQ Products after providing Customer with reasonable written notice (where this is reasonably practicable) and upon such termination RHQ may modify the affected RHQ Products to make them inoperable by Customer. Upon any suspension termination of such license with respect to any RHQ Systems, Customer must immediately cease all use of such RHQ Systems and delete all such copies from all devices.

5.5 Ownership. Except for the rights explicitly granted to Customer in these Terms, all intellectual property capable of existing in the RHQ Products and any functionality, process, methodology or system developed by RHQ and connected with the use or operation of the RHQ Products are reserved and retained by RHQ. Customer will not acquire any intellectual property rights or other rights in any RHQ Products as a result of downloading or using it. Without limiting the operation of this clause, RHQ will own all intellectual property in any system, app or similar process developed by the Customer in breach of its obligations under these Terms.

5.6 Third Party Services. Customer acknowledges that Customer’s use of an RHQ Systems may also involve use of the services of one or more third parties, such as a wireless carrier or integration partner, and that such use may be subject to the separate policies and terms of use, including fees, of such third parties. RHQ does not assume, and will not have, any liability or responsibility to Customer or any other person in respect of the use of any such third-party services. RHQ can only answer calls that reach us. If calls don’t arrive because of Customer’s phone provider, phone system, forwarding settings or other reason, RHQ are not responsible. Customer has the responsibility to ensure that their setup works with the delivery of RHQ Products.

5.7 Use of Artificial Intelligence. Customer acknowledges that RHQ may use artificial intelligence (“AI”) in the delivery of RHQ Products, including filtering spam calls, caller greetings, voice AI, inbound messages, voicemail services, directing calls, supporting internal work flows, and other products that may be introduced from time to time. Customer acknowledges AI-led receptionist telephone answering is a RHQ Products that may be used with agreement with that Customer. RHQ do not guarantee accuracy, availability, suitability, reliability, or content of any output generated by AI and Customer shall not rely on RHQ to do so.

6. PRICING & PAYMENTS

6.1 Pricing. The charges for each RHQ Paid Service may include (a) subscription charges that do not vary based on Customer’s usage of the RHQ Paid Service (“Subscription Charges”) and/or (b) set up charges and incremental charges that are incurred based on Customer’s usage of the RHQ Paid Service, e.g., without limitation, excess inbound call charges, messages sent via SMS or WhatsApp, call transfer charges and after-hour charges (“Usage Charges”). The charges for the RHQ Paid Services are set out in the price list on the RHQ Website (“Price List”) and below in Section 6.2, both of which may be revised by RHQ from time to time as set out in Section 7. All prices quoted exclude any applicable taxes.

6.2 Fees and Charges

6.2(a) Subscription Charges

Higher volume plans and pricing are available for RHQ Services. Please contact us for further information.

MessageExpress^°	Monthly Included Calls*	Monthly Subscription	Excess Calls
MessageExpress	Nil pay as you go	$25	$1.99 per call
MessageExpress 10	10	$25	$1.99 per call
MessageExpress 25	25	$49	$1.99 per call
MessageExpress 50	50	$95	$1.99 per call
MessageExpress 100	100	$180	$1.99 per call
MessageExpress 150	150	$265	$1.99 per call
MessageExpress 200	200	$345	$1.99 per call
MessageExpress 250	250	$415	$1.99 per call
MessageExpress 300	300	$490	$1.99 per call
MessageExpress 350	350	$570	$1.99 per call
MessageExpress 400	400	$645	$1.99 per call
MessageExpress 450	450	$710	$1.95 per call
MessageExpress 500	500	$765	$1.95 per call

^ Extended call durations will require a Plus Pack to be added.

° After-Hours Calls: Calls answered by RHQ outside of 5am to 7pm Monday to Friday local time in Phoenix, Arizona or on a United States Federal Holiday (based on Mountain Standard Time) will incur a surcharge as part of Customer’s Usage Charges of $0.20 per call for MessageExpress subscriptions.

* Unused monthly call allowances expire each month.

ReceptionistPlus Starter^°	Monthly Included Calls*	Monthly Subscription	Excess Calls
ReceptionistPlus Starter	Nil pay as you go	$40	$2.50 per call
ReceptionistPlus Starter 10	10	$50	$2.50 per call

^ Extended call durations or customization of your calls beyond your standard fields will require a Plus Pack to be added.

*Unused monthly call allowances expire each month.

ReceptionistPlus^°	Monthly Included Calls*	Monthly Subscription	Excess Calls
ReceptionistPlus 25	25	$90	$2.99 per call
ReceptionistPlus 50	50	$150	$2.99 per call
ReceptionistPlus 100	100	$275	$2.99 per call
ReceptionistPlus 150	150	$405	$2.99 per call
ReceptionistPlus 200	200	$535	$2.99 per call
ReceptionistPlus 250	250	$665	$2.99 per call
ReceptionistPlus 300	300	$795	$2.99 per call
ReceptionistPlus 350	350	$920	$2.99 per call
ReceptionistPlus 400	400	$1,040	$2.99 per call
ReceptionistPlus 450	450	$1,170	$2.99 per call
ReceptionistPlus 500	500	$1,295	$2.99 per call
ReceptionistPlus 600	600	$1,555	$2.99 per call
ReceptionistPlus 700	700	$1,805	$2.99 per call
ReceptionistPlus 800	800	$2,055	$2.99 per call
ReceptionistPlus 900	900	$2,305	$2.99 per call
ReceptionistPlus 1000	1,000	$2,565	$2.99 per call
Legacy plans – not available to new customers
ReceptionistPlus Standard**	Nil pay as you go	$40	$2.99 per call
ReceptionistPlus 15**	15	$44	$2.99 per call

^ Extended call durations or customization of your calls beyond your standard fields will require a Plus Pack to be added.

*Unused monthly call allowances expire each month.

** Legacy plan. Not available to new customers. Customers currently on a legacy plan may continue on it, but if they move to another plan they won’t be able to switch back. ReceptionistPlus 15 is limited to 3 fields of information captured.

MyAssistant Starter^°	Monthly Included Minutes*	Monthly Subscription	Excess Minutes (charged per second)
MyAssistant Starter	Nil pay as you go	$50	$1.99 per minute
MyAssistant Starter 10	10	$60	$1.99 per minute

* Unused monthly minute allowances expire each month.

** Initial setup from $50 depending on complexity, as notified by RHQ.

MyAssistant°	Monthly Included Minutes*	Monthly Subscription**	Excess Minutes (charged per second)
MyAssistant 25	25	$99	$2.30 per minute
MyAssistant 50	50	$139	$2.30 per minute
MyAssistant 100	100	$225	$2.30 per minute
MyAssistant 150	150	$330	$2.30 per minute
MyAssistant 200	200	$405	$2.30 per minute
MyAssistant 250	250	$495	$2.30 per minute
MyAssistant 300	300	$590	$2.30 per minute
MyAssistant 350	350	$685	$2.30 per minute
MyAssistant 400	400	$775	$2.30 per minute
MyAssistant 450	450	$865	$2.30 per minute
MyAssistant 500	500	$945	$2.30 per minute
MyAssistant 600	600	$1,115	$2.30 per minute
MyAssistant 700	700	$1,285	$2.30 per minute
MyAssistant 800	800	$1,460	$2.30 per minute
MyAssistant 900	900	$1,625	$2.30 per minute
MyAssistant 1000	1,000	$1,795	$2.20 per minute
Legacy plans – not available to new customers
MyAssistant***	Nil pay as you go	$50	$2.30 per minute

* Unused monthly minute allowances expire each month.

** Initial setup from $50 depending on complexity, as notified by RHQ.

*** Legacy plan. Not available to new customers. Customers currently on a legacy plan may continue on it, but if they move to another plan they won’t be able to switch back.

MyDiary Starter^°	Monthly Included Minutes*	Monthly Subscription	Excess Minutes (charged per second)
MyDiary Starter	Nil pay as you go	$50	$1.99 per minute
MyDiary Starter 10	10	$60	$1.99 per minute

* Unused monthly minute allowances expire each month.

** Initial setup from $99 depending on complexity, as notified by RHQ.

MyDiary°	Monthly Included Minutes*	Monthly Subscription**	Excess Minutes (charged per second)
MyDiary 25	25	$99	$2.30 per minute
MyDiary 50	50	$139	$2.30 per minute
MyDiary 100	100	$225	$2.30 per minute
MyDiary 150	150	$330	$2.30 per minute
MyDiary 200	200	$405	$2.30 per minute
MyDiary 250	250	$495	$2.30 per minute
MyDiary 300	300	$590	$2.30 per minute
MyDiary 350	350	$685	$2.30 per minute
MyDiary 400	400	$775	$2.30 per minute
MyDiary 450	450	$865	$2.30 per minute
MyDiary 500	500	$945	$2.30 per minute
MyDiary 600	600	$1,115	$2.30 per minute
MyDiary 700	700	$1,285	$2.30 per minute
MyDiary 800	800	$1,460	$2.30 per minute
MyDiary 900	900	$1,625	$2.30 per minute
MyDiary 1000	1,000	$1,795	$2.20 per minute
Legacy plans – not available to new customers
MyDiary***	Nil pay as you go	$50	$2.30 per minute

* Unused monthly minute allowances expire each month.

** Initial setup from $99 depending on complexity, as notified by RHQ.

*** Legacy plan. Not available to new customers. Customers currently on a legacy plan may continue on it, but if they move to another plan they won’t be able to switch back.

Additional Contacts

Number of additional contacts	Price (per month)*
1	$5
2 – 5	$10
6 – 10	$15
11 – 20	$20
21 – 50	$30
More than 50	Price on application

* Setup and maintenance of contact lists may incur additional charges, as notified by RHQ.

MyAI Receptionist°	Monthly Included Calls*	Monthly Subscription	Excess Calls
MyAI Receptionist 10	10	$10	$1.10 per call
MyAI Receptionist 25	25	$25	$1.10 per call
MyAI Receptionist 50	50	$45	$1.10 per call
MyAI Receptionist 100	100	$90	$1.10 per call
MyAI Receptionist 200	200	$180	$1.10 per call
MyAI Receptionist 300	300	$270	$1.10 per call
MyAI Receptionist 400	400	$360	$1.10 per call
MyAI Receptionist 500	500	$450	$1.10 per call

° Calls routed to live agents are charged at the applicable rate.

* Unused monthly call allowances expire each month.

Roster management*

Frequency of changeovers	Roster Setup (once-off)	Roster Subscription (per month)
Daily Roster	$75	$79
Weekly Roster	$50	$59
Monthly Roster	$25	$39

* Excess roster changes may incur additional charges (see Customer Services charges below)

Customer Service charges

Description	Price
Emergency after-hours request	$100 call out fee
Service changes requested by Customer in excess of 15 mins	$60 per hour charged in 15 min increments

Account Hold
Customer may place its account on hold for $5 per month, to retain its phone number and avoid reactivation fees.

Interactive Voice Response (IVR)

IVR	1-5 prompts	6-10 prompts	11-15 prompts	16-20 prompts	Additional 1-5 prompts
Setup	$120	$159	$198	$237	+$39
Monthly access*	$10	$25	$40	$55	+$15

* Plus $0.20 per minute if not attached to a call answering service.

Telemarketing Calls. Calls identified by RHQ as being from telemarketers or promotional companies will not be deducted from subscription allowances or incur the excess call rates stated above in this Section 6.2(a). RHQ makes best endeavors but takes no responsibility for the accurate identification of such calls as being from telemarketers or promotional companies.

RHQ defines a telemarketing call as one that:

Solicits interest from prospective customers, relates to a political campaign or contains music and/or messages with no apparent association to Customer; and

Is either a recording or from a natural person where Customer has instructed RHQ to immediately terminate such a call

Short Duration Calls. Calls answered by RHQ that are under 5 seconds in duration will not be deducted from subscription allowances or incur the excess call rates stated above in this Section 6.2(a).

6.2(b) Usage Charges.

RHQ Paid Services may attract the following additional charges dependent on Customer preferences (as agreed by RHQ and Customer) and Customer usage.

Messaging and Call Transfer

Message by SMS	$0.05 per message ($0.10 multi segment) for each mobile listed to receive messages. For MessageExpress, SMS charges do not apply for the first mobile number.
Message by WhatsApp	$0.05 per message for each mobile listed to receive messages
Call transfer to landline or cell phone	$0.30 per call for ReceptionistPlus plans; $0.10 per call for MyAssistant and MyDiary plans
Unsuccessful transfer attempts*	$0.15 per unsuccessful attempt
Call transfer to international number	Dependent on country – please inquire if you anticipate calls being transferred outside of the United States

* Not applicable for per-minute plans.

Add-On Services

Virtual Address^	$65 per month
Additional Phone Number	$10 per month
Additional Toll-Free Numbers	$10 per month
Plus Pack*	Applied per month based on ‘Monthly Included Calls’ multiplied by increased per call rate (starting from $0.27 per call). An equivalent excess call surcharge also applies.

^ Refer to 17. Virtual Address Services for details.

* Applicable to per-call plans only.

MessageCenter

Plan	Included Minutes	Subscription Charges	Usage Charges*
MessageCenter Voicemail Lite	Nil	$5	$0.10 per minute
MessageCenter Voicemail	200	$9.95	$0.05 per minute
MessageCenter Divert	nil	$20	$0.10 per minute

* Voicemail usage rounded up to the nearest minute. Divert usage billed per second, no minimum charge.

6.3 Discounts. RHQ may at is discretion grant Customer a discount on any Selected Paid Services (“Discount”). If RHQ grants to Customer any Discount, RHQ will notify Customer in writing about the details of the discount, including which Selected Paid Services that the Discount applies to and the period during which it will apply (“Discount Period”). Following the expiry of the Discount Period, the Selected Paid Services will be charged at the applicable charges set out in the Price List or these Terms without such discount. Any Discounts granted by RHQ are discretionary and, subject to any agreement in writing with RHQ to the contrary may be reviewed or terminated at any time in RHQ’s absolute discretion.

6.4 Subscription Charges Payments. For each Selected Paid Service, the applicable Subscription Charge for each Paid Service Term may be charged to Customer’s Credit Card in advance of such Paid Service Term (which will not be more than one (1) day prior to the commencement of a Paid Service Term). With respect to any Selected Paid Service that is added by the Customer during the course of (i.e., not on the first day of) a Paid Service Term, the Subscription Charge for such Paid Service Term will be pro-rated for the remainder of such Paid Service Term and RHQ may charge such pro-rated Subscription Charge to Customer’s Credit Card when RHQ starts providing such Selected Paid Service.

6.5 Usage Charges Payments.

(a) Customer will be required to maintain a prepaid credit to be applied to Usage Charges incurred by Customer (“Prepaid Usage Credit”). On or before the first day of the first Paid Service Term, RHQ may establish the Prepaid Usage Credit by charging to Customer’s Credit Card an amount of $50 or such other amount as is otherwise specified by RHQ in writing (“Prepayment Amount”). Customer may not transfer the Prepaid Usage Credit to any third party.

(b) For each Selected Paid Service, all Usage Charges incurred by Customer in excess of the usage allowances included in the Pricing Plan selected by Customer (“Excess Usage Charges”) will be deducted automatically from the balance of the Prepaid Usage Credit at the time the usage occurs. The usage allowances included in each Pricing Plan will expire if not used within the time periods to which they apply, and in any event, unused usage allowances for any Paid Service Term will not be carried over to any subsequent Paid Service Term.

(c) Each time the balance of the Prepaid Usage Credit decreases below a certain threshold amount determined by RHQ (which will be $0 unless RHQ notifies Customer otherwise in advance), RHQ may charge to Customer’s Credit Card or Direct Debit from Customer’s nominated bank account an amount equal to that which restores the Prepaid Usage Credit to $0 plus the Prepayment Amount, which will be added to the balance of the Prepaid Usage Credit (“Prepayment Charge”).

(d) The Prepayment Amount will increase for subsequent Prepayment Charges should the value of a Prepayment Charge exceed a $50 increment higher than it has previously been (for example, if a Prepayment Charge is $170, the Prepayment Amount would be set to $150 for subsequent Prepayment Charges). This practice will apply until the Prepayment Amount is set at the maximum value of $500. RHQ will otherwise have the right to increase the Prepayment Amount upon reasonable written notice to Customer if RHQ reasonably determines that the Prepayment Amount is insufficient to cover Excess Usage Charges likely to be incurred by Customer.

(e) RHQ may charge to Customer’s Credit Card any Excess Usage Charges incurred by Customer that exceed the available balance of the Prepaid Usage Credit.

6.6 Pricing Plan Changes. Customer may request to change the Pricing Plan it selected for any Selected Paid Service to a different Pricing Plan. If RHQ approves such request (acting reasonably), the new Pricing Plan will take effect on the first day of the Paid Service Term following the Paid Service Term in which RHQ receives such request unless Customer requests, and RHQ agrees, that the new Pricing Plan will take effect during the Paid Service Term in which RHQ receives such request, in which case the following will apply:

(a) Customer’s Paid Service Term for the new Pricing Plan will commence from 11:59PM Mountain Standard Time on the day of the change, (unless Customer and RHQ agree otherwise); and

(b) If there are unused usage allowances in the previous Pricing Plan, the Customer will receive a credit to its account calculated as:

Credit % (defined below) x Subscription Charges of previous Pricing Plan
Credit % means the amount equal to the lesser of:

days remaining in the Paid Service Term divided by the average number of days in a month (30.4 days); or

unused usage allowances in the previous Pricing Plan divided by usage allowances of the previous Pricing Plan.

(c) Usage Charges incurred by Customer during a Paid Service Term in excess of usage allowances will be calculated under the terms of the Pricing Plan that was in place at that time of the usage; and

(d) Except as set out in Section 6.6(b) above, where a Pricing Plan change occurs pursuant to this Section 6.6, Customer will not be entitled to any refunds or credits for any amounts previously paid, and any charges previously incurred by Customer will remain payable by Customer.

6.7 Taxes. Customer will be responsible for any taxes, duties, levies or other governmental charges (collectively, “Taxes”) assessed or imposed in connection with any RHQ Products provided to Customer or any payments or transactions under these Terms, excluding RHQ‘s income taxes. Customer will be responsible for paying applicable sales and use taxes for the purchase of any Paid Services based on the address that Customer provides when registering with RHQ. If RHQ is obligated to collect or pay any such Taxes, RHQ may charge to Customer’s Credit Card the amount of such Taxes except to the extent Customer provides RHQ with a valid tax exemption certificate authorized by the appropriate taxing authority.

6.8 Credit Card Payments. Customer hereby authorizes RHQ to submit charges to Customer’s Credit Card as permitted under this Section 6. Notwithstanding anything to the contrary, RHQ may, acting reasonably at its discretion, and after providing Customer with reasonable notice, require that (a) a different credit card be provided as Customer’s Credit Card, or (b) any amount RHQ is permitted to charge to Customer’s Credit Card be paid by Customer using an alternate method of payment, e.g., check or electronic funds transfer.

6.9 Other Payment Terms. All amounts payable by Customer under these Terms will be charged in United States dollars to and paid via a payment method agreed by the parties. If any amount payable by Customer under these Terms is not paid when due (including, without limitation, due to a charge to Customer’s Credit Card being declined or initially accepted but subsequently reversed), (a) Customer may be charged a late payment fee, penalty or interest on any overdue amount at a rate of 10% per annum which will accrue on a daily basis from the due date until such amount is paid in full, (b) Customer will be responsible for all reasonable expenses (including collection and legal fees) reasonably incurred by RHQ in collecting such amount and (c) RHQ reserves the right to re-direct Customer’s telephones calls to an automated answering service with immediate effect until such amount is paid in full after providing Customer written notice of the redirection, unless there is a genuine dispute about the invoice as reasonably determined by RHQ

6.10 Unwanted Calls. RHQ does not take any responsibility for any inbound calls, including, without limitation, any inbound calls from (a) telemarketers or promotional companies, (b) callers who misdialed, or (c) callers who do not leave messages. RHQ makes best endeavors to facilitate the blocking of numbers as nominated by Customer to minimize the number of such calls, however these calls qualify as inbound calls and may result in Usage Charges under the applicable Pricing Plans.

6.11 Invoices. RHQ will email Customer, and make available via the client portal, invoices which:

Outline the Subscription Charge within a reasonable period of time upon the commencement of a Paid Service Term; and

Outline the Usage Charges and relevant fees that have accrued to Customer within a reasonable period of time of the relevant period of service.

Subscription Charges and Usage Charges are calculated by reference to the data recorded by RHQ. RHQ’s records are prima facie proof of a charge that is payable unless they are shown to be incorrect.

6.12 Invoice Disputes. Customer will use its reasonable endeavors to notify RHQ of any invoice dispute within fourteen (14) days of receipt of an invoice, following the process outlined in Section 15. If Customer disputes an invoice, the invoice must continue to be paid on time however RHQ will credit or refund Customer if it is later reasonably determined by RHQ or pursuant to the dispute resolution process outlined in Section 15 that the invoice was incorrect and the Customer is entitled to a credit or refund.

7. CHANGES TO TERMS AND SERVICES

7.1 Revisions to Prices. RHQ may revise the Price List or charges set out in these Terms from time to time. Such revisions may include, without limitation, changes to the amounts of the Subscription Charges or Usage Charges for RHQ Paid Services, changes to the usage allowances included in the Pricing Plans, and discontinuation of Pricing Plans.

(a) Each such revision will take effect after reasonable advance written notice is provided to Customer (for example, by being posted to the RHQ Website or emailed to the Customer’s notified email address), except that any such revision that affects a Selected Paid Service will apply to Customer starting at the commencement of a Paid Service Term beginning no less than thirty (30) days from the date which RHQ provides notice of such revision to Customer in accordance with Section 16.8. If Customer does not agree to any such revision, Customer may terminate the affected Selected Paid Services in accordance with Section 10.1 below on and from the effective date of the revision and discontinue its use of such Selected Paid Services. If Customer does not terminate its use of any affected Selected Paid Service prior to the effective date of such revision, Customer will be deemed to have agreed to such revision with respect to such Selected Paid Service.

(b) If a Pricing Plan selected by Customer is discontinued, RHQ will provide Customer with reasonable advance notice prior to the selected Pricing Plan being discontinued and Customer will be given the option of selecting a new Pricing Plan from then-current pricing plans offered by RHQ. RHQ will endeavor to provide at least 30 days notice of discontinued Pricing Plan, but Customer acknowledges that the notice period may be shorter where the Pricing Plan is dependent on the provision of products or services by third parties.

(c) If Customer does not select a valid new Pricing Plan prior to the effective date of such discontinuation, then (i) RHQ may suspend the affected Selected Paid Service until Customer selects a valid new Pricing Plan after providing reasonable advance written notice to Customer or (ii) Customer may terminate the affected Selected Paid Service pursuant to Section 10.1 on and from the effective date of the discontinuation by providing written notice to RHQ.

7.2 Changes to Services or Terms. RHQ may from time to time make changes to any Selected Paid Service (including, without limitation, the scope, nature and other details of such Selected Paid Service), these Terms, RHQ’s Fair Use Policy (as defined in Section 8.4 below) or any other terms or conditions appearing on the RHQ Website that may be referred to in these Terms, in each case by providing reasonable advance written notice to Customer in accordance with Section 16.8. Each such change will be effective on the date of such notice if such change is made by RHQ to comply with any applicable laws or to address any actual or reasonably likely potential third party claims, or if such notice is provided to Customer during the Trial Service Term, provided that Customer may terminate the affected Selected Paid Service pursuant to Section 10.1 on and from the effective date of the change by providing written notice to RHQ if the nature or functionality of the affected Selected Paid Services is materially impacted by the change. In all other cases, the change will be effective at the end of the Paid Service Term in which such notice is delivered, provided that if such notice is delivered less than fifteen (15) days prior to the end of such Paid Service Term, such change will be effective at the end of the subsequent Paid Service Term; if Customer does not agree to such change, Customer may terminate the affected Selected Paid Services in accordance with Section 10.1 below on and from the effective date of the change and discontinue its use of all other affected RHQ Products. If Customer does not terminate such Selected Paid Services and discontinue its use of all other affected RHQ Products in accordance with this Section 7.2, Customer will be deemed to have agreed to such change. For avoidance of doubt, this paragraph does not apply to changes to the Price List, which are addressed in Section 7.1.

8. OTHER OBLIGATIONS OF CUSTOMER

8.1 Information Provided by Customer. Customer represents that all information provided by Customer and its callers to RHQ (including, without limitation, all contact information and information regarding Customer’s Credit Card) is accurate, up-to-date and complete at the time it is provided to RHQ. Customer will update all such information so that it remains accurate, up-to-date and complete at all times.

8.2 Forwarding Phone Numbers. Some RHQ Products may involve the forwarding of calls or messages to phone numbers specified by Customer (“Forwarding Telephone Numbers”). Customer represents that all Forwarding Telephone Numbers are under Customer’s direct control, and Customer will not direct RHQ to forward calls or messages to any phone numbers not under Customer’s direct control. In addition, Customer acknowledges and agrees that RHQ will have the right to reasonably refuse to forward calls and messages to any telephone number, in which case Customer will need to provide a different telephone number to receive forwarded calls and messages.

8.3 Compliance with Laws.  Customer is solely responsible for identifying and complying with all laws, regulations, standards, codes, and determinations applicable in connection with its use of RHQ Products and the supply of its product and services to its callers. Customer is solely responsible for obtaining and maintaining any related licenses and registrations. Any information given by RHQ is general in nature only and should not be relied on.

Customer is solely responsible for obtaining any authorizations and consents from its callers and providing any notifications to its callers. If Customer supplies a product or service which is regulated by a telecommunications law, Customer is solely responsible for complying with the obligations of a supplier or service provider under the relevant telecommunications law including those in relation to establishing or maintaining a connection to RHQ Products to its callers, and collection of its callers’ data.

Customer will not use any RHQ Products to engage in, or to encourage or assist others to engage in, any illegal or fraudulent activities.

8.4 RHQ Fair Use Policy. Customer must at all times comply with this Fair Use Policy in connection with RHQ Products (“Fair Use Policy”). The Fair Use Policy pertains to:

(a) Customer’s usage during the Trial Service Term. RHQ may shorten or end the Trial Service Term of the Customer with immediate effect should it determine, at its absolute discretion, that the Customer’s usage is in any way unreasonable.

(b) Customer’s inbound call durations on ReceptionistPlus and Message Express subscriptions. After providing reasonable written notice (not less than 30 days) to Customer, RHQ may require that Customer’s Account be re-configured, that Customer transition to a MyAssistant subscription or terminate any or all Selected Paid Services with effect at the end of the next Paid Service Term ending no sooner than thirty (30) days after notice is provided, should it determine in its reasonable opinion, that the Customer’s inbound call durations are in any way excessive or unreasonable.

(c) Customer’s call transfer durations. After providing reasonable written notice (not less than 30 days), RHQ may require that Customer’s call transfers be charged on a per minute basis or terminate any or all Selected Paid Services with effect at the end of the next Paid Service Term ending no sooner than thirty (30) days after notice is provided, should it determine in its reasonable opinion that the Customer’s use of call transfers is in any way unreasonable.

(d) Customer’s use of virtual address mail handling services. After providing reasonable written notice (not less than 30 days), RHQ may require that the charges for the Customer’s use of virtual address mail handling services be increased with effect at the end of the next Paid Service Term ending no sooner than thirty (30) days after notice is provided, should it determine in its reasonable opinion that the Customer’s use of virtual address mail handling services is in any way unreasonable.

In relation to the mail handling services, Customer is solely responsible for the service and indemnifies and holds harmless RHQ against any claim, loss, damage, cost, or liability arising out of or in connection with this service.

This Fair Use Policy may be amended by RHQ from time to time by providing written notice to Customer of not less than thirty (30) days.

8.5 Other Prohibited Activities. Customer will not, and will have no right to:

(a) Sell, resell or otherwise provide any RHQ Products to third parties, or use or otherwise exploit any RHQ Products for the purpose of selling or otherwise providing to third parties the benefit of any RHQ Products or any products or services that are similar to any RHQ Products;

(b) Overburden, disable or otherwise disrupt any RHQ Products or interfere with the use of any RHQ Products by any other RHQ customers; or

(c) Obtain or attempt to obtain any materials or information regarding any RHQ Products or any other user of RHQ Products through any means not intentionally made available or provided for by RHQ through the RHQ Website or any RHQ Systems.

8.6 Indemnification. Customer indemnifies RHQ from and against all liabilities, damages, and costs (including settlement costs and reasonable legal fees) arising out of any breach by Customer of these Terms or any third party claim relating to any of Customer’s products, services or businesses, provided that Customer’s liability under or in connection with this indemnity will be proportionately reduced to the extent RHQ’s breach of the Terms or other wrongful act or omission caused or contributed to RHQ’s liability, damages or costs.

8.7 Outbound Calling. Where the Customer engages RHQ to make outbound calls (including return calls, appointment reminders or calls to any list or database provided by the Customer), the Customer:

(a) warrants that it is authorized to disclose any Personal Information (as defined by law) to RHQ for the purpose of making such calls or texts on the Customer’s behalf;

(b) is solely responsible for ensuring that all individuals to be contacted can lawfully be contacted by RHQ, and that the Customer complies with all applicable laws, regulations and rules, including without limitation the Telephone Consumer Protection Act (47 U.S.C.§ 227), the Telemarketing Sales Rule (16 C.F.R.310 et. Seq.), all other marketing, telemarketing and telecommunication rules issued by the Federal Communications Commission (FCC) and/or the Federal Trade Commissions, and all National and State Do Not Call Registry requirements;

(c) must promptly update its records and remove from any future call lists provided to RHQ any individual who advises that they do not wish to be contacted again; and

(d) indemnifies and holds harmless RHQ against any claim, loss, damage, cost or liability arising out of or in connection with the outbound contact.

9. SERVICE SUSPENSION

9.1 Non Payment. RHQ may suspend the performance of any or all Selected Paid Services if any charge submitted by RHQ to Customer’s Credit Card as permitted under these Terms is declined or is initially accepted but subsequently reversed, or any amount payable by Customer under these Terms is not otherwise paid when due, after providing Customer with seven (7) days prior written notice to pay all outstanding amounts in full.

9.2 Emergency Suspension.  RHQ may immediately suspend the performance of any or all Selected Paid Services and disable Customer’s access to Customer’s Account and any RHQ Products if RHQ has a reasonable belief that (a) Customer has committed any breach of Section 8 or has engaged in any activity that could pose a serious threat or risk to RHQ or its employees, (including attracting calls that are reasonably likely to cause undue stress for RHQ employees), or (b) disrupt any RHQ Products. or (c) there has been any unauthorized access to Customer’s Account or unauthorized use of any RHQ Services in Customer’s name.

9.3 Customer Default. If RHQ’s performance of any of its obligations under these Terms is prevented or delayed by any act or omission by Customer or failure by Customer to perform any obligation, including Sections 9.1 and 9.2 above, (“Customer Default”):

(a) Without limiting or affecting any other right or remedy available to it, RHQ shall have the right to suspend performance of any of the RHQ Products until Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays RHQ’s performance of any of its obligations;

(b) RHQ shall not be liable for any costs or losses sustained or incurred by Customer arising from RHQ’s failure or delay to perform any of its obligations as set out in this Section 9; and

(c) Customer shall reimburse RHQ on written demand for any costs or losses reasonably sustained or incurred by RHQ arising from the Customer Default, provided that Customer’s liability under or in connection with this indemnity will be proportionately reduced to the extent RHQ ‘s breach of the Terms or other wrongful act or omission caused or contributed to RHQ ‘s costs or losses.

9.4 Effect of Suspension. In the event of a suspension in accordance with this Section 9, applicable charges will continue to accrue to Customer. RHQ may elect to transfer an RHQ Service to a voicemail service during the period of suspension.

10. SERVICE TERMINATION

10.1 Termination by Customer.

(a) For Cause. Customer may by its authorized representative, terminate any Selected Paid Service by written notice to RHQ:

(i) if RHQ is in material breach of the Terms and the breach remains unremedied for more than thirty (30) days after receipt of a written notice from Customer to remedy the breach; or

(ii) Customer has the right to terminate pursuant to Section 7.1 or Section 7.2, in which case Customer will have access to the RHQ Products for any remaining period of the Paid Service Term and be entitled to a refund of any unused balance of the Prepaid Usage Credit, from which has been deducted any amounts Customer incurred prior to termination or that are owed by Customer pursuant to these Terms.

(b) For Convenience. Customer may terminate any Selected Paid Service at any time by sending RHQ an email to cancel@receptionhq.com that identifies the Selected Paid Services to be terminated and the date on which Customer desires such termination to take effect (“Requested Termination Date”), which date will be no earlier than three (3) days after the date such email is sent. If a new Paid Service Term starts earlier than three (3) days after such email is sent, Customer will incur the applicable Subscription Charge for the new Paid Service Term (the “Final Paid Service Term”). The effective date of such termination will be, either (i) the Requested Termination Date, or should Customer not state a Requested Termination Date, (ii) the last day of the Final Paid Service Term. Irrespective of the effective date of termination, Customer will have access to the Selected Paid Services until the last day of the Final Paid Service Term.

(i) Default position. the Subscription Charges which have been pre-paid will be retained and the RHQ Products available to Customer until the last day of the Final Paid Service Term (subject to reinstatement fees under clause 10.3(e)) and the unused balance of the Prepaid Usage Credit will be retained by RHQ for future use by Customer if Customer decides to re-instate or otherwise re-commence the RHQ Services pursuant to Section 10.3(e); or

(ii) Refund Request where Customer requests a refund of the unused Prepaid Usage Credit referred to in Section 10.1(c)(i) and RHQ agrees to the request (acting reasonably), RHQ will refund Customer this amount from which has been deducted an administration fee of $30 (to cover RHQ ‘s reasonable costs in processing the refund) and any amounts Customer incurred prior to termination or that are owed by Customer pursuant to these Terms.

(d) Any request to terminate or amend these Terms (including a change to the Selected Paid Services or Pricing Plans) must be notified to RHQ by Customer’s authorized representative notified to RHQ and RHQ will not recognize any such request by Customer if it is not made by the Customer’s authorized representative.

10.2 Termination by RHQ

(a) For Cause. RHQ may terminate any Selected Paid Service on written notice to Customer if:

(i) Customer is in material breach of Section 5.2, 8.3, 8.4 or 8.5 of these Terms

(ii) Customer is in material breach any other section of these Terms and the breach remains unremedied for more than thirty (30) days after receipt of a written notice from RHQ to remedy the breach;

(iii) RHQ reasonably suspects that Customer is or may be utilizing the RHQ Services

for a misleading, improper or fraudulent purpose;

in circumstances that which may damage the reputation of RHQ if they became associated with such use; or

in a way that may result in Customer being in breach of these Terms; or

(iv) Customer ceases conducting business in the normal course, becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, avails itself of or becomes subject to any petition or proceeding relating to insolvency or the protection of the rights of creditors, or any other insolvency or bankruptcy proceeding or other similar proceeding for the settlement of Customer’s debt is instituted.

Where RHQ terminates any Selected Paid Service pursuant to this Section 10.2(a), RHQ will have no obligation to refund any Subscription Charges pre-paid by Customer for any such Selected Paid Service for the terminated portion of the relevant Paid Service Term or the unused balance of any Prepaid Usage Credit.

(b) For Convenience. RHQ may terminate for convenience any Selected Paid Service by providing written notice to Customer in accordance with Section 16.8. Such termination will be effective immediately if such Selected Paid Service is terminated by RHQ to comply with any applicable laws or to address any actual or reasonably likely potential third party claims; otherwise, RHQ must provide Customer with at least thirty (30) days’ prior written notice, with the termination being effective at the end of the Paid Service Term ending no sooner than thirty (30) days following such notice being given provided that Customer will be entitled to a pro-rata refund of the Subscription Charges which have been pre-paid for the terminated portion of the relevant Paid Service Term and the unused balance of the Prepaid Usage Credit, from which has been deducted any amounts Customer incurred prior to termination or that are owed by Customer pursuant to these Terms.

10.3 Effect of Termination

(a) No Refunds. Unless expressly provided by these Terms or otherwise required by law, RHQ will have no obligation to refund any Subscription Charges or any unused balance of Prepaid Usage Credits if the Selected Paid Services are terminated by either party.

(b) Phone Calls and Messages. Following termination of any RHQ Services, RHQ will not be responsible in any way for answering calls, taking or delivering messages, or performing any other activities in connection with such RHQ Service.

(c) Customer’s Account. Upon termination of all RHQ Services, RHQ may terminate Customer’s Account and Customer’s access to the Account.

(d) Customer Data. Other than as required by law, RHQ will have no obligation to retain any data or other information (including, without limitation, any messages or call logs) obtained or generated by RHQ in connection with any RHQ Products after termination of such RHQ Services unless otherwise agreed in writing between RHQ and Customer.

(e) Service Reinstatement. Following termination of any RHQ Services, RHQ will have no obligation to reinstate or otherwise recommence such RHQ Services. If RHQ elects (in its discretion) to reinstate or otherwise recommence a terminated RHQ Services, RHQ may require that Customer pay a reinstatement fee of $50 (to cover RHQ’s reasonable costs in processing the reinstatement).

11. PRIVACY

11.1 Information collected by RHQ from Customer and its callers may be used, disclosed and shared by RHQ in accordance with RHQ’s Privacy Policy as available on the RHQ Website (“RHQ Privacy Policy”) and as may be amended from time to time. The Customer agrees to regularly review RHQ Privacy Policy.

11.2 Customer agrees to be bound by and consent to the collection of information and data in accordance with the RHQ Privacy Policy.

11.3 If Customer data or information which is held by RHQ is the subject of a cyber security incident or data leak, Customer must use commercially reasonable efforts to assist RHQ in complying with its obligations at law in response to such an incident, including (without limitation) notifying and liaising with those persons whose data was collected by RHQ on behalf of the Customer in respect of the breach.

12. DATA PROTECTION (UK AND EU)

12.1 In this Section 12, “Personal Data” means personal data as defined in the UK GDPR or, where applicable, the EU GDPR; “Personal Data Breach” means a personal data breach as defined in the UK GDPR or, where applicable, the EU GDPR; and “Sub-Processor” means any processor engaged by RHQ to process Personal Data on Customer’s behalf.

12.2 RHQ and Customer shall comply with the applicable data protection laws and regulations (the “Data Protection Laws”), being: (a) the UK GDPR (as defined in section 3(10) of the Data Protection Act 2018 (DPA 2018)); (b) the DPA 2018; (c) the Privacy and Electronic Communications (EC Directive) Regulations 2003 (PECR 2003); and (d) where applicable to the processing of Personal Data under these Terms (including where Customer is established in, or offers services to individuals in, the EU), the EU GDPR (Regulation (EU) 2016/679), in each case as amended, extended, re-enacted or replaced from time to time. This Section 12 applies only to Personal Data whose processing is subject to the UK GDPR or the EU GDPR. These Terms do not relieve, remove or replace either party’s obligations under the Data Protection Laws.

12.3 RHQ and Customer acknowledge that, for the purposes of the Data Protection Laws, Customer is the data controller (the “Controller”) and RHQ is the data processor (the “Processor”) in relation to Personal Data processed by RHQ in providing receptionist services on Customer’s behalf. Customer appoints RHQ as Processor to process that Personal Data on Customer’s behalf. RHQ also acts as an independent Controller of Customer’s account, billing and contact data and of call recordings (and transcripts of them) that RHQ uses for its own staff training, quality monitoring and complaint handling. That independent Controller processing is governed by RHQ’s Privacy Policy. RHQ acts as Processor in respect of call recordings made on Customer’s behalf and on Customer’s documented instructions.

12.4 RHQ and Customer acknowledge and agree that the Processor is subject to the following obligations under the Data Protection Laws:

12.4.1 RHQ, as Processor, shall comply with the Data Protection Laws and shall:

(a) process Personal Data only on documented instructions from the Controller, including in relation to transfers of Personal Data, and, unless prohibited by law, inform the Controller before processing where RHQ is required by law to process Personal Data;

(b) ensure that all persons authorised to process Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;

(c) implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including the measures required by Article 32(1) of the UK GDPR or EU GDPR, as applicable;

(d) where it engages a Sub-Processor: (i) rely on the Customer’s general written authorisation to use the Sub-Processors in the list published in RHQ’s Privacy Policy (Section 4.1), including RHQ group entities and third-party providers, including AI providers; (ii) give the Customer, in accordance with Section 16.8, reasonable prior notice (and in any event not less than 14 days) of any intended addition or replacement, allowing the Customer to object on reasonable data protection grounds and, if the objection cannot be resolved, to terminate the affected Services under Section 10.1; (iii) enter into a written contract with the Sub-Processor imposing data protection obligations equivalent to those set out in these Terms; and (iv) remain fully liable to the Controller for the performance of the Sub-Processor’s obligations;

(e) assist the Controller, taking into account the nature of the processing, by appropriate technical and organisational measures in fulfilling the Controller’s obligations to respond to requests for exercising data subject rights under the Data Protection Laws;

(f) assist the Controller in ensuring compliance with its obligations under Articles 32 to 36 of the UK GDPR or EU GDPR, as applicable, taking into account the nature of processing and the information available to RHQ, including in relation to security, personal data breach notification, data protection impact assessments and prior consultation with a supervisory authority;

(g) retain Personal Data only in accordance with the retention periods set out in RHQ’s Privacy Policy and, on termination of the Services, delete or return it at the Customer’s choice, unless applicable law requires its retention;

(h) make available to the Controller all information necessary to demonstrate compliance with the obligations in Article 28 of the UK GDPR or EU GDPR, as applicable, and allow for and contribute to audits and inspections, including inspections by the Controller or its mandated auditor, on reasonable notice no more than once in any 12-month period, except following a personal data breach or a request from a supervisory authority, and at the Controller’s cost;

(i) inform the Controller immediately if, in RHQ’s opinion, an instruction infringes the Data Protection Laws;

(j) co-operate with the ICO and any other competent supervisory authority in accordance with Article 31 of the UK GDPR or EU GDPR, as applicable; and

(k) notify the Controller of any Personal Data Breach without undue delay and in any event within 48 hours after becoming aware of it, and provide the information required by Article 33(3) of the UK GDPR or EU GDPR, as applicable, including the name and contact details of the data protection officer or other contact point, the nature of the breach, the categories and approximate numbers of affected data subjects and Personal Data records, the likely consequences, and the measures taken or proposed to address the breach and mitigate its effects.

12.4.2 The Processor shall ensure that its employees, agents, subcontractors and vendors who process Personal Data are made aware of their obligations regarding the security and protection of Personal Data and the terms of these Terms, and shall ensure that access is limited to those who need it for the services.

12.4.3 The Processor shall maintain induction and training programmes that adequately reflect the requirements of the Data Protection Laws and the Processor’s obligations under these Terms.

12.4.4 Any transfer of Personal Data to a third country or an international organisation shall be carried out only on documented instructions from the Controller and in accordance with Section 12.6.2 and the applicable requirements of Chapter V of the UK GDPR or EU GDPR, as applicable.

12.4.5 The Processor shall maintain a record of all categories of processing activities carried out on behalf of the Controller in accordance with Article 30(2) of the UK GDPR or EU GDPR, as applicable, containing:

(a) the name and contact details of the Processor, each Controller on whose behalf the Processor acts and, where applicable, the Controller’s or Processor’s representative and data protection officer;

(b) the categories of processing carried out on behalf of each Controller;

(c) the categories of transfers of Personal Data to a third country or an international organisation, including identification of the relevant country or organisation where required;

(d) a general description of the technical and organisational security measures referred to in Article 32(1) of the UK GDPR or EU GDPR, as applicable.

12.4.6 The Processor shall maintain records of processing activities in writing, including in electronic form, and shall make those records available to the ICO or other competent supervisory authority on request.

12.4.7 When assessing the appropriate level of security and the technical and organisational measures to be implemented, the Processor shall consider the risks presented by processing, including accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data transmitted, stored or otherwise processed.

12.5 Customer, as Controller, warrants and undertakes that it shall:

12.5.1 Comply with the Data Protection Laws in relation to its processing of Personal Data and its performance of these Terms;

12.5.2 Ensure that it has a valid lawful basis for the processing of Personal Data and provide all necessary privacy information to callers and other data subjects in relation to RHQ’s processing on Customer’s behalf;

12.5.3 Ensure that its instructions to RHQ for the processing of Personal Data are lawful and comply with the Data Protection Laws;

12.5.4 Provide RHQ only with the Personal Data that is necessary for RHQ to provide the receptionist services; and

12.5.5 Remain responsible for any special category data that it instructs RHQ to collect, including ensuring that the relevant conditions for processing that data under the Data Protection Laws are satisfied.

12.6 The Controller and Processor acknowledge and agree to the following specifics with respect to the Processor’s processing activities:

12.6.1 The Sub-Processors authorised by the Controller are those in the list published in RHQ’s Privacy Policy (Section 4.1), including RHQ group entities and third-party providers, including AI providers, and RHQ may appoint or replace them only in accordance with Section 12.4.1(d);

12.6.2 Customer authorises RHQ to transfer Personal Data to RHQ group entities OfficeHQ Pty Ltd (Australia), ReceptionHQ Limited (New Zealand) and ReceptionHQ LLP (United Kingdom), which may handle overflow and out-of-hours calls, and to the Sub-Processors on the published list. Any transfer outside the UK/EEA will only be made where an adequacy regulation or decision applies or appropriate safeguards under Article 46 of the UK GDPR or EU GDPR, as applicable, are in place, including the UK International Data Transfer Agreement, the UK Addendum to the EU SCCs or the EU SCCs, as applicable;

12.6.3 The subject matter is the provision of call answering and receptionist, messaging, call recording, transcription and AI services; the duration is the duration of the Services plus the applicable retention period; the nature and purpose are to provide those Services; the types of Personal Data are callers’ and Customer contacts’ names, contact details, message content, call recordings and transcripts; and the categories of data subjects are callers, Customer’s clients and contacts, and Customer personnel;

12.6.4 RHQ processes Personal Data solely on Customer’s documented instructions, and Customer, as Controller, is responsible for identifying and documenting the lawful basis for that processing and for providing callers and other data subjects with the necessary transparent privacy information;

12.6.5 The appointment of RHQ as Processor will remain in effect until the Terms are terminated by either party in accordance with Section 10, following which RHQ shall delete or return Personal Data in accordance with Section 12.4.1(g), unless applicable law requires retention.

12.7 Each party shall indemnify the other party to the extent permitted by law against all losses, liabilities, costs and expenses arising from third-party claims and regulatory fines or penalties to the extent resulting from that party’s breach of the Data Protection Laws, subject to Section 13.2 (Limitations of Liability).

12.8 Artificial intelligence. RHQ may use artificial intelligence (“AI”) tools in providing the Services, as set out in Section 5.7. The AI tools used by RHQ, the purpose for which each is used and the country in which each provider processes Personal Data are set out in the list published in the Privacy Policy referred to in Section 12.4.1(d), as updated from time to time. Where an AI provider processes Personal Data on Customer’s behalf, it is a Sub-Processor, and any addition or replacement of it is subject to Section 12.4.1(d). Any transfer of Personal Data to an AI provider outside the UK or EEA is subject to Section 12.6.2. In relation to AI:

12.8.1 AI telephone call answering will only be provided where Customer has opted in, and Customer may opt out at any time on notice to RHQ. Customer’s opt-in or opt-out is its documented instruction for the purposes of this Section 12, and RHQ will keep a record of it. Where Customer has opted in, the AI tool will capture the caller’s message during the call and send it to Customer, and RHQ processes that Personal Data as Processor on Customer’s behalf;

12.8.2 Where AI telephone call answering is used, RHQ will inform callers at the start of the call that they are interacting with an AI system;

12.8.3 Calls will be recorded unless Customer has opted out of call recording. Customer’s opt-out is its documented instruction for the purposes of this Section 12, and RHQ will keep a record of it. From the date an opt-out takes effect, RHQ will not record Customer’s calls or transcribe them under Section 12.8.4;

12.8.4 Where calls are recorded, RHQ may use AI tools to transcribe call recordings for its own quality assurance, namely training and scoring RHQ’s staff and handling complaints, for which RHQ acts as Controller under Section 12.3. In this Section 12, references to training RHQ’s staff do not include training or improving any AI or machine learning model;

12.8.5 RHQ will not use Personal Data (including call recordings, transcripts and messages) to train or improve any AI or machine learning model, and will limit the Personal Data made available to AI tools to the minimum reasonably necessary.

13. LIMITATIONS OF LIABILITY

13.1 Disclaimer of Warranties. Customer acknowledges and agrees that Customer’s use of the RHQ Products is at Customer’s sole risk. Subject to Section 13.2 and to the maximum extent permitted by applicable law, the RHQ Products are provided “as is” and “as available,” with all faults and without warranty of any kind, and RHQ expressly disclaims all representations and warranties (whether express, implied, statutory or otherwise) regarding any RHQ Products or any other aspects of these Terms, including, without limitation, any warranties of non-infringement of third party rights, accuracy, quiet enjoyment,  and any warranties arising out of any industry custom or course of dealing. Without limiting the foregoing, RHQ makes no representations or warranties regarding the quality, accuracy or content of any information or messages received on behalf of Customer, and RHQ does not warrant that any RHQ Products will be free of mistakes, defects or inaccuracies, will be available without interruption, or will meet Customer’s requirements.

13.2 Statutory Guarantees. RHQ does not exclude, restrict or modify any liability that cannot be excluded, restricted or modified, or which cannot be excluded, restricted or modified except to a limited extent, as between RHQ and Customer by law. However, where such statutory provisions apply, to the extent to which RHQ is entitled to do so, RHQ’s liability will be limited at its option to:

(a) in the case of a supply of goods:

the replacement of the goods or supply of equivalent goods;

the payment of the cost of replacing the goods or acquiring equivalent goods;

the payment of the cost of having the goods repaired; or

the repair of the goods; and

(b) in the case of services:

the supply of the services again; or

the payment of the cost of having the services supplied again.

13.3 Limitations of Liability. Except to the extent that any loss or damage suffered by Customer is directly caused by the negligence or fraud of RHQ, references to liability in this Section 13 include every kind of liability arising under or in connection with these Terms including liability in contract, tort, misrepresentation, restitution or otherwise. To the extent not prohibited by applicable law: (a) neither party will be liable under or in connection with these Terms for any indirect, special, incidental, consequential, exemplary or punitive damages, or any damages for business interruption or loss of revenues, profits, business or data, and (b) RHQ’s maximum aggregate liability under or in connection with these Terms is limited to the total of all amounts paid by Customer to RHQ for the RHQ Products giving rise to liability applicable to the Paid Service Terms during which the events giving rise to liability occurred. The foregoing limitations will apply even if the above stated remedy fails its essential purpose.

The foregoing limitations will apply even if the above stated remedy fails its essential purpose.

13.4 Essential Part of Bargain. Customer acknowledges that the disclaimers of warranties and limitations of liability set out in these Terms are essential to the bargain between Customer and RHQ, and that RHQ would not have been willing to enter into these Terms or to provide any RHQ Products to Customer absent any such disclaimers or limitations.

13.5 Exceptions. The laws of some jurisdictions may not allow the exclusion of implied warranties or limitations on applicable statutory rights of a consumer. If such laws apply to Customer, some or all of the warranty exclusions and limitations of liability set out in these terms may not apply to Customer.

14. CONFIDENTIAL INFORMATION

14.1 Confidentiality. Each party must keep all Confidential Information of the other party confidential and secret at all times, only use and disclose that Confidential Information to the extent necessary for compliance with its obligations and duties in accordance with the provisions of these Terms and must take all action necessary to maintain the confidential nature of the other party’s Confidential Information.

14.2 Disclosure required by law. A party may disclose the Confidential Information of the other party if legally compelled to do so by any judicial or administrative body in which case it must promptly inform the other party and take all reasonably available legal measures to avoid such disclosure.

14.3 Return or destruction of Confidential Information.  Each party must, on receipt of written notice from the other party requiring the return or destruction of any of the Confidential Information in the possession, custody or control of the relevant party:

(a) Return to the other party or, at the option of the other party, destroy within 10 Business Days all Confidential Information, including all documentation and materials in its possession or under its control which in any way relate to or embody the Confidential Information together with any and all copies of extracts of the Confidential Information or related documentation;

(b) Provide to the other party or, at the option of the other party, destroy within 10 Business Days all original and copy reports, notes and records prepared by it in relation to the Confidential Information; and

(c) Where reasonably practicable, delete any Confidential Information that has been entered into a computer, database or other electronic means of data or information storage by it

14.4 Definitions. For the purposes of these Terms:

“Business Days” means any day other than a Saturday, Sunday or public holiday in Arizona, United States.

“Confidential Information” means, in respect of a party:

Any confidential or commercially sensitive information regarding the business or the assets and affairs of that party; and

These Terms.

15. DISPUTE RESOLUTION

15.1 Subject to section 15.9, a party must not start arbitration or court proceedings in respect of a dispute arising out of or in connection with these Terms (“Dispute“) unless it has complied with this section 15.

15.2 If any Dispute arises, the party claiming that a Dispute has arisen must notify the other party (giving details of the Dispute) and the parties will make every effort to resolve the Dispute by mutual negotiation followed by mediation in accordance with this section 15.

15.3 During the seven day period after a notice is given under section 15.2 (or such longer period agreed to in writing by the parties to the Dispute) (the “Initial Period”), each party must use its best efforts to resolve the Dispute through mutual negotiation between a representative from each party with authority to agree to a resolution of the Dispute.

15.4 If the parties are unable to reach a resolution of the Dispute by mutual negotiation of their representatives by the end of the Initial Period, each party agrees that the Dispute must be referred for mediation in accordance with the laws of Arizona.

15.5 The role of any mediator is to assist in negotiating a resolution of the Dispute. A mediator may not make a decision that is binding on a party unless that party has so agreed in writing.

15.6 Any information or documents disclosed by a party under this section:

(a) Must be kept confidential; and

(b) May not be used for any purpose except to attempt to resolve the Dispute

15.7 Each party must bear its own costs of complying with this section and the parties must bear equally the costs of the mediator.

15.8 If a party has complied with sections 15.1 to 15.4 and the Dispute has not been resolved within 21 days from the end of the Initial Period, then either party may terminate the dispute resolution process by giving written notice to the other party.

15.9 Nothing contained in this section will deny any party the right to seek injunctive relief from an appropriate court.

15.10 The dispute resolution procedures in this section will not apply where a party is entitled under these Terms to immediately terminate these Terms.

16. OTHER

16.1 Governing Law and Venue. These Terms will be governed by and construed pursuant to the laws of Arizona, United States and the parties agree to submit to the jurisdiction of the Courts of Arizona, United States in connection with any dispute relating to these Terms.

16.2 Force Majeure. If RHQ or Customer is prevented from or delayed in complying with an obligation by an event beyond its reasonable control, performance by it of that obligation is suspended during the time compliance is prevented or delayed.

16.3 Severability. If the whole or any part of a provision of these Terms is invalid or unenforceable in a jurisdiction it must, if possible, be read down for the purposes of that jurisdiction so as to be valid and enforceable.  If however, the whole or any part of a provision of these Terms is not capable of being read down, it is severed to the extent of the invalidity or unenforceability without affecting the remaining provisions of these Terms or affecting the validity or enforceability of that provision in any other jurisdiction.

16.4 Waiver. A party does not waive a right, power or remedy if it fails to exercise or delays in exercising the right, power or remedy.  A single or partial exercise by a party of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy.  A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.

16.5 Survival. Any indemnity or obligation of confidentiality in these Terms is independent and survives termination of these Terms.  Any other term which by its nature is intended to survive termination of these Terms survives termination of these Terms.

16.6 Assignment. Customer will not assign, whether in whole or part, the benefit of these Terms or any rights or obligations under these Terms, without the prior written consent of RHQ, which will not be unreasonably withheld.

16.7 Entire Agreement.  These Terms constitutes the entire agreement between the parties in connection with its subject matter and supersedes all previous written agreements or understandings between the parties in connection with its subject matter.

16.8 Notices to Customer. Any notice from RHQ to Customer required, permitted or otherwise contemplated by these Terms may be provided by RHQ to Customer by email, text message, message in the client portal on the RHQ website, telephone or voicemail message.

17. VIRTUAL ADDRESS SERVICES

17.1 Third-Party Providers. Virtual Address service may be supplied by independent third-party providers, and RHQ acts only as a reseller. A provider may decline any subscription RHQ submits, for any reason.

17.2 No Warranties. RHQ gives no warranty or guarantee about any Virtual Address service, including whether it suits Customer needs or whether any third party will accept it as a valid address. Before ordering, Customer must check with any relevant parties that the address will suit the intended purpose.

17.3 No Refunds. RHQ does not give refunds for Virtual Address service for any reason, including early cancellation, the service ending, the provider (or any other third party) ceasing business, or a third party refusing to accept the address.

17.4 Customer Risk. Customer agrees to hold RHQ harmless from all claims if you are unhappy with any Virtual Address service, including one RHQ recommended.

17.5 Refusal and Withdrawal. RHQ may refuse any application, or withdraw the service at any time without notice, for any reason. This includes behaviour (by phone, email or otherwise) that RHQ considers, in its sole discretion, illegal, untruthful, or otherwise objectionable to staff, suppliers, contractors or others.

17.6 Google Business/Regulatory Compliance Verification. Customer may use Virtual Address service for any lawful purpose. Third parties decide whether to accept a listing using its own criteria which RHQ does not control. RHQ does not guarantee that any third party will accept the address, and will not provide a refund if Customer application is rejected.

Last Updated: October 29, 2026.