Terms of Service

1. Introduction & Acceptance

Welcome to Never Busy. These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and Never Busy LLC ("Never Busy," "we," "us," or "our") governing your access to and use of our telecommunications, messaging, and AI voice services.

By creating an account, accessing, or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of an organization, you represent that you have the authority to bind that organization.

If you do not agree to these Terms, you may not access or use our Services.

2. Definitions

• "Customer" means the individual or organization that has agreed to these Terms and uses the Services.
• "Services" means Never Busy's telecommunications, messaging, AI voice, and related services, including Teams Voice, Teams SMS, AI Voice Agents, and any add-ons or integrations.
• "Communications Data" means call recordings, voicemails, transcriptions, SMS/MMS messages, and related metadata processed through the Services.
• "Sub-processors" means third-party service providers engaged by Never Busy to assist in delivering the Services, including carriers, cloud providers, and AI processing partners.
• "Acceptable Use" means use of the Services in compliance with these Terms, applicable laws, and industry standards.
• "Usage-Based Fees" means charges calculated based on actual consumption, such as per-minute calling rates, per-message fees, or data usage.
• "End User" means any individual who communicates with or through the Services on behalf of or in connection with the Customer.

3. Service Description

Never Busy provides cloud-based telecommunications and AI-powered voice services designed for Microsoft Teams environments. Our Services include:

• Teams Voice: PSTN calling for Microsoft Teams via Operator Connect or Direct Routing, including number provisioning, call routing, and enterprise telephony features.
• Messaging (SMS/MMS): Two-way SMS and MMS messaging integrated with Microsoft Teams, including shared inboxes, number assignment, and admin controls.
• AI Voice Agents: AI-powered receptionist, after-hours coverage, lead capture, voicemail transcription, and call summaries delivered into Teams.
• Number Provisioning: Acquisition, porting, and management of local, toll-free, and international phone numbers.
• Call Routing: Intelligent call routing, auto-attendants, and queue management.
• Transcription & Summaries: AI-generated transcriptions, call summaries, and voicemail-to-text delivered to your Teams channels.

Service features and availability may vary based on your subscription plan and geographic location.

4. Eligibility & Accounts

The Services are intended for business use by organizations with legitimate commercial purposes. By using the Services, you represent that:

• You are at least 18 years of age and have the legal capacity to enter into these Terms.
• You have the authority to bind the organization on whose behalf you are using the Services.
• Your use of the Services complies with all applicable laws and regulations in your jurisdiction.
• You will provide accurate, current, and complete account information and keep it updated.
• You are responsible for maintaining the confidentiality of your account credentials and for all activities under your account.

5. Acceptable Use

You agree to use the Services only for lawful purposes and in accordance with these Terms. You agree NOT to:

• Engage in caller ID spoofing, number manipulation, or misrepresentation of call origin.
• Initiate robocalls, auto-dialed calls, or prerecorded messages without proper consent as required by the Telephone Consumer Protection Act (TCPA).
• Send unsolicited commercial messages (spam) or engage in illegal cold outreach campaigns.
• Use the Services for harassment, threats, stalking, or any abusive communications.
• Misuse emergency services (911/E911) or interfere with emergency communications.
• Record calls without proper notice and consent as required by applicable law.
• Violate CTIA messaging guidelines or 10DLC registration requirements for SMS/MMS.
• Transmit malware, viruses, or other harmful content through the Services.
• Resell, redistribute, or provide access to the Services to third parties without authorization.

6. Customer Responsibilities

As a Customer, you are responsible for:

• Consent Management: Obtaining and maintaining all necessary consents from your End Users for calls, messages, and recordings.
• Call Recording Notices: Providing appropriate announcements or disclosures when calls are recorded, as required by applicable law.
• Message Opt-In/Opt-Out: Implementing and honoring opt-in and opt-out mechanisms for SMS/MMS communications.
• Content Accuracy: Ensuring that content transmitted through the Services is accurate, lawful, and does not infringe third-party rights.
• User Training: Training your team members on proper use of the Services and compliance requirements.
• Prompt Reporting: Notifying Never Busy promptly of any suspected security incidents, unauthorized access, or misuse.

7. Fees & Billing

By using the Services, you agree to pay all applicable fees as described on our Pricing page and in your service agreement.

• Subscription Fees: Monthly or annual fees for your selected plan (e.g., Essentials, Pro).
• Setup Fees: One-time fees for account provisioning and onboarding (e.g., $499 setup fee).
• Usage-Based Fees: Charges for usage exceeding plan limits, international calling, or premium features.
• Add-Ons: Optional services such as Never Busy Teams Connector, Never Busy AI Voice Companion, or eSIM data plans.
• Taxes: All fees are inclusive of applicable taxes unless otherwise stated.

Invoices are issued monthly and payment is due within 30 days. Late payments may incur interest at 1.5% per month or the maximum rate permitted by law.

Refunds & Credits: Refunds are generally not provided for prepaid services. Service credits may be issued at Never Busy's discretion for documented service outages as described in Section 9.

8. Numbering & Porting

Never Busy provisions and manages phone numbers on your behalf, subject to the following:

• Number Availability: Number availability varies by region and type. We cannot guarantee availability of specific numbers.
• Porting: You may port existing numbers to Never Busy. Typical port timelines are 7-14 business days for standard ports, though complex or multi-carrier ports may take longer.
• Number Ownership: Numbers provisioned through Never Busy remain the property of the underlying carrier. You have the right to use assigned numbers during your subscription.
• Release on Termination: Upon termination, you may request to port your numbers to another provider within 30 days. Numbers not ported within this period may be released and reassigned.

Never Busy is not responsible for delays or issues caused by losing carriers, regulatory requirements, or incomplete porting information.

9. Service Availability

Never Busy strives to maintain high availability for all Services. While we target 99.9% uptime, the Services are provided on a commercially reasonable, best-effort basis.

• Uptime Target: We aim for 99.9% monthly uptime for core voice and messaging services.
• Planned Maintenance: We schedule maintenance during low-traffic periods and provide advance notice when possible. Planned maintenance windows are not counted against uptime calculations.
• Service Credits: Customers experiencing documented outages exceeding our uptime target may request service credits. Credits are calculated as a percentage of monthly fees and are capped at 30% per billing period.

Uptime excludes factors beyond our reasonable control, including carrier outages, internet connectivity issues, and force majeure events.

10. Data, Privacy & AI Processing

Your privacy is important to us. Please review our Privacy Policy for detailed information about how we collect, use, and protect your data. For information about our security practices and compliance certifications, see our Security & Compliance page.

• AI Processing: We use AI to provide transcription, call summaries, and intelligent routing. AI features are used solely to deliver the Services you have requested.
• No Training on Customer Content: We do not use your Communications Data to train AI models unless you explicitly opt in to such programs.
• Data Retention: Retention periods for Communications Data are customer-configurable within your account settings, subject to minimum retention requirements for regulatory compliance.
• Sub-processors: We engage trusted sub-processors to help deliver the Services. A list of sub-processors is available upon request.

For enterprise customers requiring specific data processing agreements, please contact us at legal@neverbusy.com.

11. Intellectual Property

All intellectual property rights in the Services, including software, documentation, trademarks, and branding, are owned by Never Busy or its licensors.

You retain ownership of all content you transmit through the Services ("Customer Content"). By using the Services, you grant Never Busy a limited license to process Customer Content solely as necessary to provide the Services.

Nothing in these Terms transfers ownership of intellectual property from one party to the other.

12. Third-Party Services & Carriers

The Services rely on third-party telecommunications carriers, cloud infrastructure providers, and other partners. You acknowledge that:

• Service quality may be affected by carrier network conditions, internet connectivity, and device compatibility.
• Certain features may not be available in all regions or on all networks.
• We are not responsible for outages, delays, or quality issues caused by third-party carriers or networks.
• Microsoft Teams integration is subject to Microsoft's terms of service and feature availability.

13. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Never Busy does not warrant that the Services will be uninterrupted, error-free, or completely secure. We do not guarantee that AI-generated transcriptions or summaries will be 100% accurate.

THE SERVICES ARE NOT INTENDED FOR USE AS A PRIMARY 911/EMERGENCY SERVICE. You should maintain alternative means of reaching emergency services.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• Liability Cap: Never Busy's total cumulative liability for all claims arising from or related to these Terms or the Services shall not exceed the fees paid by you in the twelve (12) months preceding the claim.
• Exclusion of Indirect Damages: Never Busy shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, lost data, or business interruption, regardless of the theory of liability.

These limitations apply even if Never Busy has been advised of the possibility of such damages and regardless of whether any remedy fails of its essential purpose.

15. Indemnification

You agree to indemnify, defend, and hold harmless Never Busy and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from:

• Your violation of these Terms or applicable law.
• Your use of the Services in an unlawful or unauthorized manner.
• Content you transmit through the Services that infringes third-party rights.
• Your failure to obtain proper consents for calls, messages, or recordings.

16. Termination

Termination for Convenience: Either party may terminate these Terms upon 30 days' written notice. Early termination may result in forfeiture of prepaid fees unless otherwise agreed.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches these Terms and fails to cure within 15 days of notice.

Effect of Termination: Upon termination:

• Your access to the Services will be suspended.
• You have 30 days to request export of your data and port your numbers.
• After 30 days, we may delete your data and release your numbers.
• Provisions that by their nature should survive termination will remain in effect.

17. Changes to Terms

We may update these Terms from time to time. When we make material changes, we will provide notice by email or through the Services at least 30 days before the changes take effect.

Your continued use of the Services after the effective date of updated Terms constitutes acceptance of the changes. If you do not agree to the updated Terms, you may terminate your account before the changes take effect.

18. Governing Law & Dispute Resolution

These Terms are governed by the laws of the State of New York, without regard to conflict of laws principles.

Any disputes arising from these Terms or the Services shall be resolved through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall take place in New York, New York, and the arbitrator's decision shall be final and binding.

Notwithstanding the foregoing, either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property rights.

19. Contact

For questions about these Terms, please contact us:

Email: legal@neverbusy.com

Address: Never Busy LLC — Pleasantville, New York