1. Parties and business use
Soupy is provided by SOUPY LTD, registered in Northern Ireland under company number NI744480, with registered office at 29 Ardenlee Drive, Belfast, BT6 8QL, Northern Ireland. “We”, “us” and “Soupy” mean SOUPY LTD. Contact us at filly@soupy.ai.
“You” means the business or organisation identified in your agreed order form. These services are offered for business and professional use, not personal consumer use. A person accepting an order for an organisation must have authority to bind it. Calling an account a business account does not remove rights that apply by law.
2. Orders and contract documents
A contract is formed when both parties accept an order form in writing or through an agreed electronic acceptance process. The order identifies the services, start date and applicable version of these terms. A demonstration, enquiry or provider-authorisation screen alone is not an order for paid Soupy services.
Each order must specify service scope; prices, currency and VAT treatment; usage calculation and billing/payment dates; any minimum term; renewal and cancellation arrangements; and refund or unused-credit treatment. Service levels, support commitments and liability limits must be expressly agreed. Missing commercial details will be resolved before we accept the affected order; these terms do not supply an undisclosed price or renewal.
The contract comprises the order, these terms and any agreed service schedule or data processing agreement. The data processing agreement prevails for personal data processing. An order or service schedule overrides these terms only where it expressly identifies the provision being changed. Otherwise these terms apply.
3. Access, security and permitted use
Your authorised users may use the agreed services for your business during the contract. You manage their permissions, keep account and billing details accurate and remove access when no longer appropriate. Protect credentials and promptly report suspected compromise to our contact address.
You must have authority to provide your data and request communications, bookings, payments and other actions. Review information and proposed actions where approval is required. AI suggestions may be inaccurate and do not replace responsible judgement or required permissions. Product access does not grant access to another organisation's data.
Do not use Soupy unlawfully, infringe others' rights, send unlawful communications, upload malicious code, circumvent access controls or disrupt the service. Security testing must remain within an agreed scope. Report vulnerabilities without accessing or disclosing other customers' information.
4. Service scope and previews
We will provide the services described in your order with reasonable care and skill. Support arrangements and any availability commitments, service credits or other service-level remedies are those expressly agreed in your order. These terms do not promise uninterrupted availability or a particular business result; that does not remove responsibility for failing to provide the agreed service.
Features labelled preview, demonstration or unavailable must not be relied on as live operational services. They do not promise future delivery, provider approval or a launch date. Use fictional data in demonstrations unless separately agreed. We may change or withdraw a preview, giving reasonable notice where this affects work we have expressly agreed you may undertake.
Phone is a provider-disabled preview unless a separate live service has been agreed and accepted. Connecting Twilio does not enable calls or SMS, purchase a number, verify regulatory documents or create an emergency-calling service. Keep existing telephone and emergency arrangements until a replacement has been separately agreed and tested.
5. Connected providers and Twilio
Some features require a separate provider account, permission, payment arrangement or regulatory approval. Provider terms govern services supplied directly to you by that provider. We remain responsible for our own contracted service and actions; a provider dependency does not by itself remove that responsibility.
For customer-funded Twilio connections, your business holds and pays for its Twilio account. You must control it and have authority to grant Soupy the permissions displayed by Twilio. Twilio bills your account directly for provider usage and resources. Separate Soupy fees must be stated in your order. Soupy will not charge the same carrier usage again as its own provider charge.
New connections are recorded for review. Account ownership, provider scope, number requirements, routing, spending limits and billing require separate acceptance before live use. Existing numbers are not automatically moved. Provider authorisation does not establish permission to contact someone, record a call or use personal data for a different purpose.
Disconnecting in Soupy disables the local connection. It does not revoke provider permission, close the provider account, release numbers or stop rentals. Manage those items with the provider, contacting us for any separately agreed assistance. Already-incurred charges and resources that remain active follow your provider agreement. Revocation does not automatically delete records held by either service.
6. Fees, renewal and cancellation
Pay charges and applicable taxes specified in your order by its payment dates. We will use the agreed usage measures and provide invoices or billing records identifying the charges. Report apparent billing errors promptly; both parties will cooperate to investigate. A dispute does not create a new fee or remove either party's applicable rights.
Your order determines contract length, renewal, cancellation notice and refund or unused-credit treatment. These terms introduce no automatic renewal, minimum commitment, blanket no-refund rule or cancellation fee. We will not change agreed prices or cancellation arrangements during their committed period without your agreement, except for a defined change expressly permitted by the contract or required by law. Prices under your separate provider contract remain governed by that contract.
7. Data, intellectual property and confidentiality
You retain rights in the information and materials you supply. You permit us to host, process and display them only as needed to provide the agreed service and carry out your authorised instructions. Ownership does not transfer. We and our licensors retain rights in Soupy's software, designs and documentation. Access does not permit resale or copying beyond the agreement or rights allowed by law.
Each party must protect the other's confidential information with reasonable care, use it for the contract and share it only with people or providers who need it and have appropriate confidentiality duties. This excludes information lawfully public, already known without restriction, independently developed or lawfully received from someone else. Legally required disclosure must be limited to what is required, with notice where lawful.
Our privacy policy explains personal information used for our own service relationships. Processing personal data for your organisation requires a separate agreed data processing agreement and schedule before that processing starts. These govern instructions, security, subprocessors, transfers, assistance and return/deletion. The privacy notice and these terms do not replace that agreement. Each party must meet its own data protection obligations.
8. Suspension and ending for cause
We may restrict affected access where reasonably necessary to address a material security risk, unlawful use, a serious contractual breach or a binding legal requirement. Restrictions will be proportionate, explained with notice where reasonably possible, and lifted when the issue is resolved. If advance notice would worsen the risk or is prohibited, we will explain as soon as permitted.
Before suspending for an unpaid undisputed invoice, we will give notice and a reasonable opportunity to pay. Either party may end an affected order for the other's material breach if it remains unresolved after written notice explaining the breach and allowing a reasonable opportunity to remedy it. An irremediable breach or legal prohibition on continued service may justify ending without a remedy period. Ordinary cancellation follows the order.
Ending does not remove rights or properly incurred charges already arising. Refunds and credits follow the order and applicable law. Return/deletion of personal data follows the processing agreement, including lawful retention. Other export or transition assistance follows the order or a separate written agreement. Confidentiality and provisions needed to resolve outstanding obligations continue after the contract ends.
9. Responsibility and liability
Each party is responsible for its contractual breach and liabilities under applicable law. Any agreed limit or exclusion must be expressly stated in the order and legally effective. These standard terms impose no default monetary cap or blanket exclusion of categories of loss.
Neither these terms nor an order limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or other liability that cannot lawfully be limited. Both parties will take reasonable steps to reduce loss. Service descriptions and preview boundaries do not waive responsibilities imposed by law.
10. Changes, notices and disputes
Material changes to an agreed service or these terms require written agreement unless the existing contract expressly provides a defined change procedure. We may make necessary security or legal changes, explain their effect where permitted and discuss alternatives if they materially reduce the agreed service. This does not permit undisclosed price increases or remove cancellation rights.
Send service issues, security reports, complaints and contractual notices to filly@soupy.ai, identifying your organisation and order. We may send notices to the administrative contact in your order. Keep that contact current; seek acknowledgement for time-sensitive notices. This email arrangement does not replace rules for formal legal service.
The parties will first try to resolve disputes through their authorised representatives. Either may seek urgent relief where necessary. The contract and related non-contractual obligations are governed by Northern Ireland law. The courts of Northern Ireland have exclusive jurisdiction, subject to rights or jurisdiction that cannot lawfully be excluded.
If a provision is unenforceable, the rest continues where it can operate independently. Delay in enforcing a right does not waive it. These terms do not retrospectively transfer contracts with another operator; any transfer requires a separate lawful arrangement.