Terms of service

1. Definitions

In these Terms:

• “Service” means Elevox CX: the web application, the public REST API, and the processing and support we provide under an Order Form, as they change over time.
• “Order Form” means the document, signed by both parties, that sets out the modules, volumes, fees, term and any special conditions of the Customer's subscription.
• “Agreement” means these Terms, the Order Form and the Data Processing Agreement, together.
• “Data Processing Agreement” or “DPA” means the agreement under which we process Customer Personal Data on the Customer's behalf.
• “Customer Data” means all data the Customer or its Users submit to the Service, including call recordings, transcripts, emails, metadata, scorecards and the results the Service produces from them.
• “Customer Personal Data” means the personal data within Customer Data.
• “User” means a person the Customer allows to use the Service, such as an employee or contractor, including agents, team leaders, evaluators and administrators.
• “AI Output” means any result the Service generates with machine-learning models, such as transcripts, scores, reasoning, summaries, insights and coaching notes.
• “Workspace” means the Customer's separate area of the Service.

2. The Service and access

We will provide the Service to the Customer for the term of each Order Form, in line with the Agreement. Access is set up by us: the Customer receives a Workspace and its first administrator accounts, and its administrators then invite and manage Users.

The Customer is responsible for its Users, for keeping sign-in details confidential, for configuring its Workspace (including roles, permissions, data retention, redaction and residency settings) and for everything done under its accounts. The Customer must tell us promptly if it suspects any unauthorised access.

We may improve and change the Service from time to time. We will not materially reduce the core functionality of a module the Customer has subscribed to during its subscription term without the Customer's agreement.

Features we describe as “coming soon”, “beta”, “preview” or similar are not part of the Service until we make them generally available, and are provided as they are, without any commitment, unless an Order Form says otherwise.

Service levels, support hours and any service credits apply only if an Order Form or a separate service-level agreement sets them out.

3. Customer obligations and acceptable use

The Customer must use the Service only for its internal business purposes and in line with the Agreement and applicable law. In particular, the Customer is responsible for having a lawful basis to record, store and analyse the conversations it sends to the Service, and for giving any notices to, and obtaining any consents from, its customers, employees and other people that the law requires.

The Customer must not, and must ensure its Users do not:

• use the Service to break the law, to infringe anyone's rights, or to process data it has no right to process;
• use AI Output as the sole basis for a decision that has legal or similarly significant effects on a person without meaningful human review (see section 6);
• attempt to access another customer's data, probe, scan or test the Service's security, or get around any limit or control, except in testing we have agreed in writing;
• upload malware or content designed to disrupt the Service;
• resell, sublicense or provide the Service to third parties, or use it to build a competing product;
• copy, modify, decompile or reverse engineer the Service, except where the law allows this despite this restriction;
• send volumes through the API that exceed the limits of the Customer's plan or the published rate limits.

4. Customer Data and data protection

As between the parties, the Customer owns Customer Data. The Customer grants us the right to host, copy, process and display Customer Data only as needed to provide, secure and support the Service and as the Agreement allows.

For Customer Personal Data, the Customer is the controller and we are its processor. The Data Processing Agreement applies to that processing and forms part of the Agreement. If anything in these Terms conflicts with the DPA on the processing of personal data, the DPA prevails.

Customer Data is stored in the Amazon Web Services region chosen for the Customer's workspace. AI processing runs in that region or, where the Customer's residency setting allows it, in other AWS regions in the same geography. Details are in the DPA and its list of subprocessors.

We do not use Customer Data to train machine-learning models, and the AI services we use do not use it to train models either. AI processing is performed within our AWS environment.

We may collect technical and usage data about how the Service operates (for example error rates, processing times and feature use) and use it, in a form that does not identify the Customer or any individual, to operate, secure and improve the Service.

When the Agreement ends, the Customer may export its Customer Data for 30 days. After that we delete Customer Data from the Service in line with the DPA, except where the law requires us to keep it. Backups are overwritten on their normal cycle.

5. Confidentiality

Each party will keep the other's confidential information confidential, use it only to perform or receive the Service under the Agreement, and disclose it only to its employees, contractors and advisers who need to know it and are bound by similar duties. Customer Data is the Customer's confidential information; the Service's non-public features, pricing and security details are ours.

These duties do not apply to information that is or becomes public through no fault of the receiving party, that the receiving party already knew or developed independently, or that it lawfully received from a third party. A party may disclose confidential information when the law or a competent authority requires it, after telling the other party where the law allows.

These duties continue for five years after the Agreement ends, and for as long as the information remains confidential in the case of Customer Data and trade secrets.

6. AI features and their limits

The Service uses machine-learning models to transcribe, analyse and score conversations and to suggest coaching. AI Output is produced automatically and can be wrong, incomplete or biased, even when it shows a high confidence. Every AI answer in the Service is shown with its reasoning and evidence so that people can check it.

The Customer is responsible for how it uses AI Output. In particular:

• AI Output is an aid to people's judgement, not a substitute for it. The Customer must ensure that AI Output is reviewed by a suitably trained person before it is relied on for any significant decision.
• The Customer must not use AI Output as the sole basis for a decision that has legal or similarly significant effects on an agent or any other person, such as dismissal, discipline, pay or performance ratings with such effects, without meaningful human review and a way for that person to contest the decision.
• The Customer should use the Service's review routing, dispute and calibration features, and the settings for automatic publishing, in a way that fits its own policies, its works council or employee-consultation duties and the law.

We test changes to models and prompts against human-scored conversations before we release them, and we keep the AI version that produced each result. We do not promise any particular accuracy unless an Order Form says so.

7. Security

We maintain technical and organisational measures appropriate to the risk, including encryption of Customer Data in transit and at rest, logical separation of each customer's data, role-based access control, multi-factor authentication for administrators, and an audit log of actions in each Workspace. The measures are described in the DPA. We may update them, provided the overall level of protection does not fall.

We will notify the Customer without undue delay after becoming aware of a personal data breach affecting Customer Personal Data, as the DPA sets out.

We will tell the Customer about any independent security certifications or reports we hold. We do not claim any such certification unless it is named in the Order Form or published by us as current.

8. Fees and payment

The Customer will pay the fees set out in the Order Form. Unless the Order Form says otherwise, fees are invoiced annually in advance, usage above the included volumes is invoiced monthly in arrears, and invoices are payable within 30 days of the invoice date.

Fees exclude value added tax and other taxes, which the Customer will pay where they apply. If the Customer does not pay an undisputed invoice on time, we may charge late-payment interest at the rate the law allows and, after giving at least 14 days' written notice, suspend the Service until payment is made.

We may change our fees for a renewal term by telling the Customer at least 60 days before the renewal date.

9. Term and termination

The Agreement starts on the date the first Order Form is signed and continues until every Order Form has ended. Each Order Form runs for the term it states and renews for the same length unless either party gives notice at least 30 days before the end of the current term.

Either party may terminate the Agreement or an Order Form by written notice if the other party materially breaches it and does not remedy the breach within 30 days of being told about it, or if the other party becomes insolvent, enters bankruptcy or liquidation, or stops carrying on business.

When the Agreement or an Order Form ends, the Customer's right to use the Service under it ends, and any fees already due remain payable. Sections 4 (on deletion and export), 5, 10, 11, 12, 13 and 16 survive the end of the Agreement.

10. Suspension

We may suspend access to the Service, in whole or in part, if we reasonably believe that it is necessary to prevent harm to the Service, to other customers or to anyone else, that the Customer's use breaks section 3 or the law, or that a security incident requires it. We will limit any suspension to what is needed, tell the Customer in advance where we reasonably can, and restore access as soon as the reason has gone.

11. Intellectual property

We and our licensors own the Service and all intellectual property in it, including its software, design, models, prompts and documentation. The Agreement grants the Customer a non-exclusive, non-transferable right to use the Service during its term and does not transfer any of our intellectual property.

The Customer owns its Customer Data and, as between the parties, the AI Output generated from it, and may use AI Output for its internal business purposes. Scorecards, questions and other content the Customer writes remain the Customer's.

If the Customer or its Users give us feedback or suggestions about the Service, we may use them without restriction or obligation.

12. Warranties and disclaimers

Each party warrants that it has the authority to enter into the Agreement. We warrant that we will provide the Service with reasonable skill and care and in material accordance with its documentation. If we breach this warranty, the Customer's remedy is for us to correct the Service or, if we cannot do so within a reasonable time, for the Customer to terminate the affected Order Form and receive a refund of prepaid fees for the remaining term.

The Customer warrants that it has all rights, notices and consents needed for us to process Customer Data under the Agreement.

Except as the Agreement expressly says, and to the extent the law allows, the Service is provided without any other warranty, condition or representation, whether express or implied, including as to fitness for a particular purpose, uninterrupted or error-free operation, or the accuracy of AI Output.

13. Limitation of liability

Nothing in the Agreement limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for intentional misconduct or gross negligence, or for any other liability that cannot be limited or excluded by law.

Subject to that, neither party is liable for any loss of profits, revenue, business, goodwill or anticipated savings, or for any indirect or consequential loss, however it arises.

Subject to the first paragraph, each party's total liability arising out of or in connection with the Agreement in any 12-month period is limited to the fees paid and payable by the Customer under the Agreement in the 12 months before the event giving rise to the claim. This limit does not apply to the Customer's obligation to pay fees, or to either party's indemnity obligations under section 14, which are subject instead to a separate limit of three times that amount.

14. Indemnities

We will defend the Customer against any third-party claim that the Service, as we provide it, infringes that third party's intellectual property rights, and pay the damages and costs finally awarded or agreed in settlement. This does not apply to claims arising from Customer Data, from the Customer's changes to or combination of the Service with things we did not provide, or from use in breach of the Agreement. If such a claim arises, we may procure the right for the Customer to continue using the Service, modify it so that it does not infringe, or end the affected Order Form and refund prepaid fees for the remaining term.

The Customer will defend us against any third-party claim arising from Customer Data, including a claim that its collection or our processing of it under the Agreement was unlawful, or from the Customer's use of the Service in breach of section 3, and pay the damages and costs finally awarded or agreed in settlement.

The party seeking defence must tell the other promptly, give it control of the defence and settlement, and cooperate reasonably, at the defending party's cost.

15. Changes to these Terms

We may update these Terms from time to time. We will tell the Customer about material changes at least 30 days before they take effect. Changes apply from the start of the Customer's next renewal term, unless they are needed to comply with the law or the Customer agrees to them earlier. The Terms in force when an Order Form is signed or renewed apply to it until its next renewal.

16. General

• Order of precedence: if documents conflict, the DPA prevails on the processing of personal data, then the Order Form, then these Terms.
• Subcontracting: we may use subcontractors and subprocessors to provide the Service and remain responsible for them. Subprocessors of Customer Personal Data are listed and changed as the DPA sets out.
• Assignment: neither party may assign the Agreement without the other's written consent, which must not be unreasonably withheld, except to a successor of all or substantially all of its business.
• Force majeure: neither party is liable for a delay or failure caused by events beyond its reasonable control, other than a failure to pay.
• Notices: notices under the Agreement must be in writing and sent by email to the addresses in the Order Form, or to hello@elevoxcx.com for us.
• Entire agreement: the Agreement is the whole agreement between the parties about its subject and replaces any earlier understanding. Neither party relies on any statement that is not in it.
• Severability and waiver: if any provision is found invalid, the rest remains in force. A failure or delay in exercising a right is not a waiver of it.
• Third parties: no one other than the parties has any right to enforce the Agreement.
• Language: these Terms are published in English and French. If the versions differ, the English version prevails.

Governing law and jurisdiction: the Agreement and any dispute arising out of or in connection with it are governed by the laws of the Republic of Estonia. The courts of Estonia, with Harju County Court (Harju Maakohus) as the court of first instance, have exclusive jurisdiction.

[Draft note for the owner: the governing law and the courts above are to be confirmed by Elevox Systems OÜ with counsel before these Terms are published.]