These Terms of Service (the "Terms") form a binding agreement between Tellyou AI AB, a company registered in Sweden ("Tellyou", "we", "us"), and the customer identified in an order form, online sign-up or written agreement ("Customer", "you"). Together with any Order Form, the Data Processing Agreement, the Acceptable Use Policy and any product-specific documentation, they constitute the entire Agreement between the parties.

1. Definitions

"Service" means the Tellyou chatbot platform, embeddable widget, dashboards, APIs and integrations (including but not limited to Shopify, WordPress, Crisp, Instagram and Messenger via Meta, and the ElevenLabs voice agent), together with related documentation and support.

"User" means an individual the Customer authorises to access the Service through the Customer's Organization Account.

"Customer Data" means data, content and material submitted to or generated through the Service by the Customer or its Users, including end-user conversations.

"AI Output" means text, audio or other content generated by large language models, voice synthesis or other AI components of the Service.

"Order Form" means the document, online order or written instrument by which the Customer subscribes to the Service.

"Sub-processor" has the meaning given in the DPA.

"Confidential Information" has the meaning given in Section 13.

In case of conflict, the order of precedence is: Order Form, DPA, Terms, Acceptable Use Policy, other documentation.

2. Accounts and Users

On the Subscription Commencement Date, Tellyou will provision an Organization Account for the Customer. The Customer may grant Users access up to the seat or volume limits in the Order Form. Each User account must be tied to a unique, valid email address, must be used by a single individual, and must not be shared.

The Customer is responsible for: (a) the actions and omissions of its Users; (b) keeping credentials secure; (c) promptly notifying Tellyou at security@tellyou.ai of any suspected unauthorised access; and (d) ensuring Users accept and comply with these Terms and the Acceptable Use Policy.

The Customer warrants that registration information is accurate and kept up to date.

3. Subscription, Fees and Taxes

The Customer will pay the fees set out in the Order Form. Unless stated otherwise, fees are invoiced in advance, are non-refundable, exclude VAT and other applicable taxes, and are due within thirty (30) days of invoice. Overdue amounts accrue interest at the rate permitted by the Swedish Interest Act (räntelagen). Tellyou may suspend the Service on fifteen (15) days' written notice for non-payment, without prejudice to its other rights.

Tellyou may adjust fees for any renewal term on at least sixty (60) days' written notice before the renewal date.

4. Term, Renewal and Termination

The Agreement begins on the Subscription Commencement Date and continues for the initial term in the Order Form. It renews for successive terms of the same length unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.

Either party may terminate the Agreement for material breach if the breach is not cured within thirty (30) days of written notice, or immediately on written notice if the other party becomes insolvent, enters liquidation or ceases business.

On termination or expiry: (a) the Customer's right to access the Service ends; (b) the Customer may request an export of Customer Data within thirty (30) days; and (c) after that period Tellyou will delete Customer Data in accordance with the DPA, except where retention is required by law. Provisions that by their nature should survive termination will survive.

5. The Service

The Service is provided on a continuously-evolving, as-is basis. Tellyou may add, modify, deprecate or remove non-core functionality at its discretion. If a change materially and adversely affects Customer's use of the Service, Tellyou will give at least thirty (30) days' prior written notice and, if the change is not acceptable, the Customer may terminate the affected portion of the Service and receive a pro-rata refund of pre-paid unused fees.

The Service operates on supported environments listed in the documentation. The Customer is responsible for its own equipment, connectivity, integration with its systems, and the systems and consent flows of any website on which it embeds the widget. Tellyou will give at least thirty (30) days' notice before withdrawing support for a previously-supported environment.

6. Service Availability and Support

Tellyou will use commercially reasonable efforts to make the Service available with a monthly uptime of at least 99.5%, excluding Excluded Downtime.

"Excluded Downtime" means unavailability caused by: (a) Scheduled Maintenance, (b) Emergency Maintenance, (c) failures of the Customer's systems or connectivity, (d) third-party services not within Tellyou's reasonable control (including underlying cloud, AI, voice, messaging and social platform providers), (e) force majeure, (f) Customer misuse, or (g) suspension permitted under the Agreement.

Scheduled Maintenance will be notified at least five (5) business days in advance and, for windows exceeding twenty-four (24) hours, at least ten (10) days in advance. Scheduled Maintenance is performed outside 09:00–17:00 CET where reasonably possible and is capped at ten (10) windows per calendar year. Emergency Maintenance may be performed without notice where reasonably required to preserve security or integrity of the Service.

Tellyou classifies incidents as:

Severity 1 — Critical. The Service or a material part of it is unavailable and critical business functions cannot be performed. Tellyou will respond within four (4) hours and use commercially reasonable efforts to resolve within one (1) business day.
Severity 2 — Serious. The Service is available but performance or functionality is severely degraded. Tellyou will respond within one (1) business day and use commercially reasonable efforts to resolve within three (3) business days.
Severity 3 — Minor. Non-critical functions are affected with limited business impact. Tellyou will respond and address these in the ordinary course.

The clock starts when the Customer submits a ticket to support@tellyou.ai with information sufficient to reproduce and assess the incident.

If, in any calendar month, Tellyou fails to meet the 99.5% target, the Customer's sole and exclusive remedy is a service credit applied to the next invoice equal to:

five percent (5%) of the monthly fee for that month if uptime is below 99.5% but at or above 99.0%; or
ten percent (10%) if uptime is below 99.0% but at or above 95.0%; or
twenty-five percent (25%) if uptime is below 95.0%.

Credits in any calendar year are capped at the equivalent of one (1) month of fees. A continuous Severity 1 outage exceeding five (5) consecutive business days, or a continuous Severity 2 outage exceeding ten (10) consecutive business days, constitutes a material breach that entitles the Customer to terminate the Agreement under Section 4.

7. AI and Channel-Specific Terms

The Service uses large language models, retrieval-augmented generation and, where enabled, voice synthesis. The Customer acknowledges and agrees that:

AI Output is generated probabilistically and may be inaccurate, incomplete, biased or out of date. AI Output is not professional advice. The Customer is responsible for reviewing AI Output before relying on it for consequential decisions, and for disclosing to its end users that they are interacting with an AI system where required by law (including Article 50 of the EU AI Act).

The Customer will not use the Service for purposes prohibited by Annex III of the EU AI Act or other "high-risk" use cases (including biometric identification, employment screening, credit scoring, law enforcement, migration or critical infrastructure) without a separate written agreement with Tellyou.

The Customer will not submit to the Service: special categories of personal data under Article 9 GDPR, data of children below the applicable age of consent, payment-card data, government identifiers, or content that infringes third-party rights, unless expressly agreed in writing.

When using a channel integration (Meta/Instagram/Messenger, Shopify, WordPress, Crisp and others), the Customer is responsible for complying with the applicable platform terms (including Meta Platform Terms, the Messenger Policy and the 24-hour messaging window, the Shopify Partner Program Agreement, and similar) and for obtaining all end-user consents required by those platforms or by law.

Tellyou contractually requires its AI sub-processors not to use Customer inputs or outputs to train their foundation models. Tellyou itself does not train foundation models on Customer Data. Tellyou may process aggregated, statistical and de-identified information about use of the Service to operate, secure, monitor and improve the Service. Where the term "anonymised" is used in the Agreement, it means data processed so that individuals are no longer identifiable, directly or indirectly, by any means reasonably likely to be used.

8. Acceptable Use

The Customer and its Users must comply with the Acceptable Use Policy published at tellyou.ai/aup. Tellyou is not obliged to monitor the Service, but may investigate suspected violations and may remove content or suspend access where it reasonably believes the Acceptable Use Policy or the Agreement has been breached, or where required by law or by a sub-processor's terms. Tellyou will use reasonable efforts to give notice before suspension where the circumstances permit.

9. Intellectual Property

As between the parties, Tellyou and its licensors own all right, title and interest in and to the Service and all underlying technology, software, models, documentation, trademarks and improvements, including any Feedback (defined below). No rights are granted by implication or estoppel.

Subject to the Agreement and payment of fees, Tellyou grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the term to access and use the Service for the Customer's internal business purposes.

The Customer will not, and will not permit others to: copy, modify, translate, create derivative works of, distribute, sell, rent, sub-license, frame, mirror, or make the Service available to any third party except as expressly permitted; reverse engineer, decompile or disassemble any part of the Service, or attempt to derive its source code, except to the extent such restriction is prohibited by applicable mandatory law (including Article 6 of Directive 2009/24/EC on the legal protection of computer programs); remove or alter any proprietary notices; use the Service to build a competing product or to benchmark for the purpose of public comparison without Tellyou's prior written consent.

As between the parties, the Customer owns Customer Data. The Customer grants Tellyou a worldwide, royalty-free licence to host, process, transmit and display Customer Data, and to create temporary or derivative copies (including embeddings and logs) to the extent necessary to provide, secure, support and improve the Service in accordance with the DPA. On request during the term or within thirty (30) days of termination, Tellyou will provide Customer Data in a commonly used machine-readable format (such as JSON or CSV) at no additional charge.

The Customer may give Tellyou suggestions, comments or other feedback ("Feedback"). Tellyou may use Feedback without restriction and without obligation, provided that Feedback does not include the Customer's Confidential Information or personal data; Tellyou will not identify the Customer as the source without consent.

10. Personal Data

The Customer and Tellyou will enter into the Data Processing Agreement attached to or referenced by these Terms. The DPA forms part of the Agreement and, in the event of conflict on data-protection matters relating to Tellyou's processor activities, the DPA prevails.

For end-user chat content and other personal data the Customer submits to the Service, the Customer is the data controller and Tellyou is a processor acting on the Customer's documented instructions. The Customer is responsible for the lawful basis of processing, for transparency to data subjects, for configuring the Service to comply with applicable law, and for responding to data-subject rights requests. Tellyou will provide reasonable assistance as set out in the DPA.

For account-holder data (information about Users, login credentials, profile information, billing data and product telemetry), Tellyou is the controller and processes such data in accordance with the Tellyou Privacy Policy.

Tellyou personnel access Customer Data only as necessary to provide, secure, support or improve the Service, to comply with law, or on the Customer's instruction. Such access is logged. Tellyou maintains routine backups designed to enable recovery from infrastructure-level data loss; backups are not a substitute for the Customer's own export practices and are subject to the retention windows in the DPA.

11. Warranties and Disclaimers

Each party warrants that it has the authority to enter into the Agreement. Tellyou warrants that it will provide the Service with reasonable care and skill and in accordance with the Agreement.

Except as expressly stated in the Agreement, the Service and all AI Output are provided "as is" and "as available", and Tellyou disclaims to the maximum extent permitted by law all other warranties, whether express, implied, statutory or otherwise, including the implied warranties of merchantability, fitness for a particular purpose, satisfactory quality, accuracy, non-infringement and any warranty arising from course of dealing or usage of trade. Tellyou does not warrant that the Service or AI Output will be uninterrupted, error-free, secure against all attacks, or that AI Output will be accurate, complete or suitable for any particular purpose.

12. Indemnification

By Tellyou. Tellyou will defend the Customer against any third-party claim alleging that the Service, when used in accordance with the Agreement, infringes that third party's intellectual property rights, and will pay damages and reasonable costs finally awarded by a court of competent jurisdiction or agreed in settlement. Tellyou has no obligation for claims arising from: (a) Customer Data; (b) modifications not made by Tellyou; (c) combination of the Service with items not provided by Tellyou where the claim would have been avoided without the combination; (d) use after Tellyou has notified the Customer to stop; or (e) use in violation of the Agreement. If the Service becomes, or in Tellyou's reasonable opinion is likely to become, the subject of such a claim, Tellyou may at its option (i) procure the right for the Customer to continue using the Service, (ii) modify the Service to be non-infringing while substantially preserving functionality, or (iii) terminate the affected portion and refund pre-paid unused fees. This Section states Tellyou's entire liability and the Customer's exclusive remedy for IP infringement.

By the Customer. The Customer will defend Tellyou against any third-party claim arising from (a) Customer Data, (b) the Customer's or its Users' or end users' use of the Service in breach of the Agreement, the Acceptable Use Policy or applicable law, (c) any configuration of the Service by the Customer, or (d) any product or service of the Customer with which the Service is integrated, and will pay damages and reasonable costs finally awarded or agreed in settlement.

The indemnified party must (i) promptly notify the indemnifying party of the claim, (ii) give the indemnifying party sole control of the defence and settlement (provided that no settlement imposing liability or admission on the indemnified party is made without consent, not to be unreasonably withheld), and (iii) provide reasonable cooperation at the indemnifying party's expense.

13. Confidentiality

"Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is identified as confidential or that a reasonable person would understand to be confidential, including the terms of the Agreement, the Service's non-public features, security information, roadmaps and Customer Data.

Recipient will (a) protect Confidential Information with at least the same degree of care it uses for its own confidential information, and in any event reasonable care; (b) use it only to perform the Agreement; and (c) disclose it only to its personnel and professional advisers who need to know and are bound by confidentiality obligations no less protective than these. Confidential Information does not include information that is or becomes public without breach, was rightfully known without restriction, is independently developed without use of Discloser's Confidential Information, or is rightfully received from a third party without restriction. Recipient may disclose Confidential Information to comply with law or a binding order, provided it gives Discloser, where legally permitted, reasonable prior notice.

14. Limitation of Liability

To the maximum extent permitted by applicable law, neither party will be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, goodwill, anticipated savings, business opportunity, or loss or corruption of data, in each case arising out of or in connection with the Agreement, regardless of the form of action and even if the party has been advised of the possibility of such damages.

Each party's total aggregate liability arising out of or in connection with the Agreement in any twelve (12) month period will not exceed the fees paid or payable by the Customer for the Service in the twelve (12) months preceding the event giving rise to the liability.

The exclusions and cap in this Section do not apply to: (a) either party's indemnification obligations under Section 12; (b) the Customer's payment obligations; (c) breach of Section 13 (Confidentiality), provided that for breaches of confidentiality the cap is replaced by a cap of two (2) times the fees paid or payable in the preceding twelve (12) months; (d) either party's wilful misconduct or fraud; (e) death or personal injury caused by negligence; and (f) any other liability that cannot be excluded or limited under applicable mandatory law.

15. Force Majeure

Neither party will be liable for delay or failure in performance (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, civil unrest, governmental action, epidemic, labour dispute, internet or telecommunications outage, failure of underlying cloud or AI providers, denial-of-service attack, or other event of force majeure.

16. Assignment, Subcontracting and Sub-processors

The Customer may not assign or transfer the Agreement without Tellyou's prior written consent, except to a successor in connection with a merger, acquisition or sale of substantially all of its assets, provided the successor is not a competitor of Tellyou. Tellyou may assign the Agreement to an affiliate or in connection with a corporate transaction. Tellyou may use Sub-processors to provide the Service, subject to the DPA.

17. Export, Sanctions and Anti-Bribery

The Customer represents that it is not located in, organised under the laws of, or ordinarily resident in any country or territory subject to comprehensive sanctions by the EU, the United Kingdom or the United States, and that it is not on any denied-party or sanctions list. Each party will comply with all applicable anti-bribery and anti-corruption laws.

18. Publicity

Tellyou may identify the Customer by name and logo as a customer in customer lists and on its website. The Customer may withdraw this permission for future use at any time by emailing legal@tellyou.ai.

19. Notices

Notices must be in writing and given by email to the addresses on the Order Form, with a copy for legal notices to legal@tellyou.ai (for Tellyou) and the Customer's primary administrator address. Notices are deemed received on the next business day after sending if no bounce or error is received.

20. Changes to the Terms

Tellyou may update these Terms from time to time. For material adverse changes, Tellyou will give at least thirty (30) days' prior notice by email or in-product notification. If the Customer objects to a material adverse change, the Customer may terminate the affected Service on written notice before the change takes effect and receive a pro-rata refund of pre-paid unused fees. Continued use of the Service after the effective date constitutes acceptance.

21. Beta and Preview Features

Tellyou may make beta, preview, alpha or evaluation features available. Such features are provided "as is", may be withdrawn at any time, are excluded from the SLA in Section 6 and from the indemnification in Section 12, and may be subject to additional terms presented at the time of use.

22. Miscellaneous

The Agreement is the entire agreement between the parties on its subject matter and supersedes all prior agreements and understandings. No waiver is effective unless in writing. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remainder of the Agreement will remain in effect. Nothing in the Agreement creates a partnership, joint venture, agency or employment relationship. There are no third-party beneficiaries.

23. Governing Law and Jurisdiction

The Agreement is governed by the substantive laws of Sweden, without regard to conflict-of-laws rules. Any dispute arising out of or in connection with the Agreement that cannot be resolved amicably within thirty (30) days will be finally settled by the courts of Sweden, with Stockholm District Court (Stockholms tingsrätt) as the court of first instance. Either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

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