Terms of Service — Scope

DRAFT — NOT LEGAL ADVICE — REQUIRES REVIEW BY A QUALIFIED SOLICITOR BEFORE PUBLICATION

Jurisdictions this draft assumes: the United Kingdom first (English law, business-to-business), the EU/EEA second.

Jurisdictions this draft does not cover: the United States and its states, Canada and Quebec, Australia, New Zealand, India, the UAE and the wider GCC, Singapore, Brazil, South Africa and Japan. Consumer protection, unfair contract terms, liability caps and indemnities are all treated differently in those places, and several of the clauses below would be unenforceable in some of them. Do not sell into a market before counsel has checked these terms against it.

Version: [TO CONFIRM: version number] · Effective date: [TO CONFIRM: effective date]

1. Who these terms are between

These terms are an agreement between [TO CONFIRM: legal entity name], company number [TO CONFIRM: company registration number], registered at [TO CONFIRM: registered office address] ("Scope", "we", "us"), and the business that opens an account ("you").

Scope is sold to businesses. These terms assume you are buying for the purposes of your trade or profession. If you are not, some of them may not apply to you and your statutory rights are unaffected. [TO CONFIRM: whether Scope will contract with sole traders as consumers, and how the Consumer Rights Act 2015 and the Consumer Contracts Regulations 2013 affect these terms if so]

By opening an account you accept these terms, the Privacy Policy, the Recording and Consent Policy and the Data Processing Addendum. The DPA forms part of this agreement.

2. What Scope does

Scope records a meeting, transcribes it, extracts a scope of work from the transcript using AI, prices it against templates and rate cards that you set up, and produces a document you can send to your client.

Scope is a drafting tool. It is not an estimator, a surveyor, a tax adviser, a solicitor or an insurer, and nothing it produces is advice from us.

3. Your account

• You must give accurate details and keep them up to date.
• You are responsible for everything done under your account, including by people you invite.
• Keep your credentials secure and tell us promptly if you think they have been compromised.
• You must be at least [TO CONFIRM: minimum age] years old.
• One free account per business. We check this at the point of upgrade against domain and payment details.

4. Recording and consent — your responsibility

This is the most important obligation in this agreement.

You obtain consent. We do not.

You must:

1. Make sure everyone present at a recorded meeting knows the meeting is being recorded and agrees to it, before recording starts.
2. Comply with the recording, surveillance, wiretap and data protection law that applies where the meeting takes place, not where your business is registered.
3. Use the consent flow the app provides, or an equivalent that meets the same standard.
4. Stop recording, and delete the recording where required, if anyone withdraws their agreement.
5. Tell the people you record what happens to the recording, including that it is transcribed, that AI is used, and how they can ask for it to be deleted.
6. Have and be able to evidence a lawful basis under data protection law for recording and for everything you do with the recording afterwards.
7. Deal with requests from the people you record. They are your clients, and under data protection law you are their controller and we are only your processor.

We provide tools, not verification. Scope gives you an announcement script the app can read aloud, a place to name the client, and a separately stored recording of their answer with a timestamp and the app version. Those tools make consent easy to obtain and easy to evidence. We do not obtain consent on your behalf, we cannot tell whether you obtained it, and we give no warranty that any consent you obtained is valid.

4.1 Indemnity

You will indemnify us, and keep us indemnified, against all claims, demands, proceedings, fines, penalties, losses, damages and reasonable costs (including legal costs) arising out of or in connection with:

• your failure to obtain valid consent from any person present at a recorded meeting;
• your recording, use or disclosure of a recording in breach of any law that applies to it;
• your failure to comply with data protection law as controller of the meeting data;
• any content you record, upload, or send using Scope;
• any claim by a person you recorded, or by a regulator, arising from either of the above.

We will tell you promptly about any claim covered by this clause, will not settle it without your agreement (not to be unreasonably withheld), and will let you take over its conduct where it is reasonable for you to do so.

4.2 What this clause does not do — read this

We would rather you understood the limits of clause 4.1 than discovered them later.

It binds you and us, and nobody else. The person you recorded is not a party to this agreement. Neither is a regulator, nor a prosecutor. If a recorded third party or a regulator brings a claim, they choose who to bring it against. This clause does not make us immune from that claim. It decides who ultimately pays — and only if it is enforceable and only if the party who owes the money can pay it.

It does not remove our own legal obligations. As a processor under UK and EU data protection law we have direct duties: to act only on your documented instructions, to keep the data secure, to control our sub-processors, to help you with requests from the people you record, to notify breaches, and to be able to demonstrate all of it. No allocation of responsibility in this agreement removes them. Some of them can be enforced against us directly, whatever this clause says.

It is not a defence where the law follows the processing. Some laws attach liability to whoever actually captures and processes the data, regardless of who arranged the meeting. Voice-biometric law in Illinois is the live example: the pending claim over speaker separation in Microsoft Teams is against the platform, not against the meeting host. Where a law works that way, an indemnity from you is not a shield — it is at best a route for us to try to recover afterwards.

It cannot cover criminal liability. In some places recording without everyone's consent is a criminal offence. In the UAE it carries a minimum of six months' imprisonment and fines of AED 150,000–500,000. No indemnity in any contract transfers criminal liability. If you record unlawfully somewhere that criminalises it, this clause does nothing for you.

5. AI-generated output, and the review gate

Everything Scope produces is a draft.

• The transcript may be wrong. Site noise, accents and crosstalk all cause errors.
• The extracted scope may miss something that was said, or include something that was not.
• The price is calculated from your templates, your rate cards and your formulas. If those are wrong, the price is wrong.

You must review every quote before you send it. Scope enforces this: the review screen cannot be skipped and every line has to be touched before a quote can be priced and issued. Each line carries a timestamp you can tap to hear the client say it.

Every document Scope produces is marked as AI-assisted, and you must not remove or obscure that marking.

You are solely responsible for the final scope, the final price and the document you send. We give no warranty that any AI-generated output is accurate, complete or fit for any particular job.

6. Quotes, estimates and tenders

Scope lets you choose whether a document is a quote, an estimate or a tender, and applies different wording to each. Those three words mean different things and carry different expectations. Choosing the right one is your decision and your responsibility.

By default, documents carry "subject to contract" wording. If you remove it, you may create a binding offer. Once your client accepts an offer without changing it, a contract can form without anyone signing anything.

Scope does not decide whether a document you send is legally binding, and we take no responsibility for the consequences of it being binding when you did not intend it, or not binding when you did.

7. Compliance features — what they are and what they are not

Scope includes, on every plan including Free:

• a cancellation notice pack for contracts concluded away from your business premises — including, in the UK, the 14-day cooling-off information and the model cancellation form;
• tax treatment for your jurisdiction, including UK VAT and the CIS domestic reverse charge for construction work between VAT- and CIS-registered businesses;
• AI-output marking and the mandatory review gate;
• consent capture and sensitive-content flagging;
• export of all your own data, at any time.

These are never behind a paywall, because charging a small business for the things that keep it out of trouble would be wrong.

But they are tools, not advice, and not a guarantee. We build them from published rules and we keep them current as best we can. We do not know the details of your contracts, your trade, your registrations or your customers. You remain responsible for the legal and tax correctness of every document you send. If the answer matters, check it with your accountant or your solicitor.

[TO CONFIRM: whether marketing "correct tax treatment for your jurisdiction" as an included feature while disclaiming all warranty of accuracy here creates misleading-practice exposure under the Consumer Protection from Unfair Trading Regulations or the DMCC Act. This is a real tension and counsel should look at the marketing copy and this clause together.]

8. Plans, the meter and payment

8.1 What you pay for

Scope is metered in quotes produced, not minutes recorded.

One quote is used when a meeting is priced for the first time. Not when you record, not when you transcribe, not when you send.

8.2 Plans

Prices are set per market in local currency and are not exchange-rate conversions. Prices exclude VAT and other applicable taxes unless stated otherwise. Purchasing-power pricing, where offered, requires your billing address and your card's issuing country to match; add-ons and overage are charged at standard rates everywhere.

8.3 Going over your allowance

Nothing is ever billed silently. At 100% of your monthly allowance you choose: buy a pack, pay per quote up to a ceiling you set yourself, or wait for the reset. Solo and Team default to "ask me first". Business defaults to automatic overage. Both are changeable.

A quote pack is a wallet, not a raise. It gives you a fixed pool of quotes that is drawn down as you use them. It does not increase your monthly allowance, it does not reset at the billing date, and it does not expire while your subscription is live. Your monthly allowance is used first, then the oldest pack with a balance.

Hitting your cap never deletes anything and never blocks access to work you have already done. It pauses new pricing only.

8.4 Fair use

Recording is unlimited within a published ceiling of 30 hours per user per month (5 hours on Free). Per-file limits are 3 hours (Solo), 4 hours (Team) and 8 hours (Business); larger files are split rather than rejected. If you go past the ceiling we will contact you. We do not throttle silently.

8.5 No trial

There is no free trial. To try SpokeQuote, use the Free plan: it includes 3 quotes, and no card is needed. You can move to a paid plan whenever you like, and cancel at any time (see 8.6). If you cancel, your account moves to the Free plan; it is not locked and nothing is deleted.

8.6 Billing

• Payment is taken by our merchant of record, [TO CONFIRM: Paddle or Dodo], who is the seller of record for your subscription and issues your invoice. We never see or store your card details. Their terms apply to the payment transaction.
• Subscriptions renew automatically until cancelled.
• If a payment fails we retry three times over ten days. If it still fails, your account moves to the Free plan — it is not suspended and your data is not held hostage. Read access and export remain available.

8.7 Refunds, price changes and cancellation

• Refunds: a full refund on any first payment within 14 days, no questions asked. After that, refunds on annual plans are pro-rata at our discretion.
• Price changes: reviewed annually and announced at least 60 days ahead. Never mid-term on an annual plan. If you are already a customer when a rise is published, you keep your price for 12 months and then move with 60 days' notice. The first 100 paying accounts keep their launch price for as long as they stay subscribed.
• Downgrade: takes effect at your next billing date. Nothing is deleted. Work above the new plan's limits stays readable and exportable.
• Cancellation: self-serve, two taps. No retention process, no phone call. Your data stays exportable for 90 days afterwards.

9. What you may not do

• Record anyone without their consent, or in breach of any law.
• Use Scope to record covertly, to record employees in a dispute, or in any setting where recording is prohibited.
• Upload content you do not have the right to upload.
• Resell, sub-licence or white-label Scope without our written agreement.
• Reverse-engineer, scrape, or attempt to extract our models, prompts or templates.
• Use Scope to build a competing product.
• Attack, overload or probe the service, or bypass the meter, rate limits or fair-use ceilings.
• Share a single user account between several people. Seats are per person.

We may suspend an account that is doing any of these, and we will tell you why.

10. Who owns what

You own your content — your recordings, transcripts, templates, rate cards, quotes, client data and everything you upload. We claim no ownership of it. You grant us a licence to host, process and transmit it purely so that we can provide the service to you, and for no other purpose.

We own Scope — the software, the interface, the extraction and pricing systems and our brand.

We do not train AI models on your content, and our vendor contracts must say the same. [TO CONFIRM: confirm zero-retention and no-training terms are actually in place with every AI vendor before publishing this sentence]

On the Free plan, documents carry a discreet "Priced with Scope" mark. Paid plans do not.

11. Availability and support

We aim to keep Scope available but we do not commit to a service level at this stage. There are no uptime credits.

Support is by email: next business day on Solo, priority on Team, and priority with a stated response time on Business. [TO CONFIRM: the actual stated response time for Business] Free accounts have the help centre and community.

We may change or withdraw features. If we withdraw something material we will give you reasonable notice and, where a paid feature disappears mid-term, a pro-rata refund.

12. Our liability

Nothing in this agreement limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited.

Subject to that:

• We are not liable for the content of any document you send. You reviewed it and you sent it.
• We are not liable for indirect or consequential loss, loss of profit, loss of business, loss of contracts, loss of goodwill, or wasted expenditure.
• We are not liable for loss caused by your failure to obtain consent, or by your breach of law.
• Our total liability in any 12-month period is capped at the fees you paid us in the 12 months before the claim. [TO CONFIRM: this cap is near-zero for a Free or first-month customer, which may make the clause unreasonable under the Unfair Contract Terms Act 1977. Counsel should consider a floor — a fixed minimum figure — and check the cap against s.11 and Sch. 2 reasonableness.]

A limit on this limit, stated honestly. From December 2026 the EU Product Liability Directive brings software and AI systems within the definition of a "product". A defective AI-generated output that causes harm may then be a strict product liability question in the EU, which is a regime this clause cannot contract out of. [TO CONFIRM: exposure under the EU PLD once transposed, and whether professional indemnity or technology errors-and-omissions cover with an AI endorsement is in place — standard policies typically exclude AI output accuracy]

13. Data protection

Each of us will comply with data protection law. For meeting data you are the controller and we are the processor, and the Data Processing Addendum applies and forms part of this agreement. For your account and billing data we are the controller, and the Privacy Policy explains it.

14. Confidentiality

Each of us will keep the other's confidential information confidential and use it only for this agreement. This does not apply to information that is public through no fault of the receiving party, was already known, is independently developed, or must be disclosed by law.

15. Ending the agreement

• You may cancel at any time, from within the app.
• We may end this agreement on 30 days' notice, or immediately if you materially breach it and do not fix the breach within 14 days of being asked, or immediately if your use exposes us or a third party to legal risk.
• On termination your access ends. Your data stays exportable for 90 days, then it is deleted.

16. Changes to these terms

We may change these terms. We will publish the new version and email account owners at least [TO CONFIRM: notice period, normally 30 days] before a material change takes effect. If you do not accept it, you may cancel before it applies and we will refund any unused prepaid period.

17. General

• Whole agreement. These terms, the DPA, the Privacy Policy and the Recording and Consent Policy are the whole agreement between us.
• No partnership. Nothing here makes us partners, agents or joint venturers.
• Assignment. You may not assign without our consent. We may assign to a successor to our business.
• Third parties. Nobody other than you and us has any right to enforce these terms.
• Severance. If a clause is unenforceable, the rest survives.
• Notices. To you at your account email; to us at [TO CONFIRM: legal notices email and postal address].
• Governing law and jurisdiction. [TO CONFIRM: assumed to be the law of England and Wales, with the exclusive jurisdiction of the English courts. Confirm, and confirm what happens for EU-based customers where mandatory local consumer or contract rules may override.]

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