Terms of Service

"Service" or "Platform" means the cloud-based business phone system, AI analytics suite, call recording, transcription, sentiment analysis, summarisation, agent coaching, dashboards, APIs, and any related software, documentation, or support made available by Talkwisely under these Terms.

"Customer" means the legal entity that has accepted these Terms and subscribed to the Service. Where the Customer is an individual subscribing on behalf of a business, the business is the Customer for all purposes of these Terms.

"User" means any individual authorised by the Customer to access the Service under the Customer's account, including employees, contractors, agents, and authorised affiliates.

"Customer Content" means all data, materials, files, configurations, contact lists, recordings, transcripts, AI outputs, and other information uploaded to, generated within, or processed through the Service by or on behalf of the Customer or any of its Users.

"Communications Data" means the subset of Customer Content consisting of call audio, call recordings, voicemails, transcripts, AI-generated summaries, sentiment analytics, call scoring data, and any associated metadata generated by the Customer's use of the Service.

"Account" means the workspace, configuration, and login credentials provisioned to the Customer to access the Service.

"Subscription" means the plan, term, seat count, feature set, and any add-ons selected by the Customer through the dashboard or an order form.

"Fees" means the recurring subscription charges, usage charges (including call minutes, recording storage, AI processing, and any overages), taxes, and any other amounts payable by the Customer for the Service.

"Confidential Information" means any non-public information disclosed by one party to the other, whether in writing, orally, electronically, or by inspection of tangible items, that is designated as confidential or that a reasonable person would understand to be confidential.

"DPA" means the Talkwisely Data Processing Agreement available at talkwisely.io/legal/dpa, which forms part of these Terms whenever Talkwisely processes personal data on behalf of the Customer.

"Documentation" means the technical, operational, and user-facing materials describing the Service that are made available by Talkwisely at talkwisely.io, in the dashboard, or via our help centre, as updated from time to time.

The Service is intended exclusively for business and professional use. Talkwisely does not offer the Service to individual consumers for personal, family, or household purposes.

You may only register for and use the Service if you are at least eighteen (18) years of age and have the legal capacity to enter into a binding contract under the laws of the jurisdiction in which you operate.

If you register on behalf of an organisation, you confirm that you are duly authorised to bind that organisation. If we later determine that you lacked such authority, we may suspend or terminate the account without liability.

You must provide accurate, current, and complete information during registration, including the legal name of the Customer entity, billing address, contact name, business email, billing email, and (for Indian Customers) a valid Goods and Services Tax (GST) registration number where applicable.

You agree to keep all account information up to date for the duration of your Subscription. Talkwisely is not responsible for any consequences arising from out-of-date or inaccurate account information, including failed billing, missed notices, or delayed support.

Talkwisely may verify the information you provide and may refuse, suspend, or terminate any account where information appears to be false, misleading, or incomplete.

You are responsible for safeguarding your account credentials, including passwords, API keys, OAuth tokens, and any single sign-on configurations.

You are responsible for all activities carried out under your account, whether or not authorised by you, except to the extent caused by Talkwisely's breach of these Terms.

You must enable multi-factor authentication for administrative accounts where the Service supports it and follow any security best practices described in our Documentation.

You must notify Talkwisely at hello@talkwisely.io immediately upon discovering any unauthorised access, suspected compromise, or other security incident affecting your account.

Cloud private branch exchange (PBX), call routing, IVR menus, call queues, extensions, and inbound and outbound calling over the public switched telephone network (PSTN) via third-party carriers.

Call recording with configurable retention, consent announcements, and jurisdiction-based presets to assist (but not guarantee) Customer compliance with applicable call-recording laws.

AI-powered features including transcription, sentiment analysis, conversation summarisation, automated call scoring, keyword spotting, and agent coaching insights — each made available on an opt-in basis as further described in Section 14 and in the Privacy Policy.

Administrative dashboards, role-based access controls, audit logs, real-time analytics, integrations with CRMs and helpdesks, and developer APIs and webhooks.

The Service is described in the Documentation, which is the authoritative source for feature behaviour, technical limits, supported integrations, and operational guidance. Talkwisely may update the Documentation from time to time.

Talkwisely continuously improves the Service and may add, modify, enhance, or deprecate features at its discretion. Where a change materially reduces the core functionality of the Service, Talkwisely will provide reasonable prior notice through email or in-app notification.

Telephony depends on the availability of upstream carriers and the PSTN. Talkwisely does not control these networks and cannot guarantee that all calls will connect or be of a particular quality. See Section 17 (Warranties and Disclaimers).

Sending unsolicited bulk communications, automated or pre-recorded telemarketing calls, or other communications in violation of applicable telemarketing laws, including the U.S. Telephone Consumer Protection Act (TCPA), the U.S. National Do Not Call Registry, the Telecom Regulatory Authority of India (TRAI) regulations on unsolicited commercial communications, the UK Privacy and Electronic Communications Regulations (PECR), and Canada's CRTC rules.

Operating auto-dialers, predictive dialers, or any form of robocalling against consumer numbers without the express consent required by law.

Spoofing caller identification, transmitting misleading caller information, or otherwise disguising the origin of any communication except as expressly permitted by applicable law.

Using the Service for harassment, threats, hate speech, stalking, defamation, or any communication directed at minors that would violate child protection laws.

Distributing, transmitting, or storing content that is illegal, fraudulent, obscene, infringing, malicious, or otherwise harmful in the jurisdiction in which it is sent or received.

Circumventing, disabling, or interfering with any security, authentication, rate-limiting, or access-control mechanism of the Service.

Reverse engineering, decompiling, disassembling, or attempting to derive the source code of the Service, except to the extent expressly permitted by applicable law.

Scraping, harvesting, or systematically extracting data from the Service or its interfaces by means not authorised in writing by Talkwisely.

Introducing viruses, worms, trojans, ransomware, or any other malicious code, or using the Service to conduct denial-of-service attacks, port scanning, intrusion attempts, or any unlawful network activity.

Using the Service to send or store any data containing weapons designs, export-controlled material, or other content whose transmission is prohibited by applicable export-control laws.

Reselling, sublicensing, white-labelling, or otherwise providing the Service to third parties without an express written authorisation from Talkwisely.

Using the Service in a manner that is fraudulent, deceptive, or designed to circumvent Subscription seat counts, usage limits, or Fees.

Operating the Service as a public access service, internet café service, or shared facility without a written commercial agreement with Talkwisely.

The Customer is responsible for the acts and omissions of each User on its account, including any violation of this AUP.

The Customer must ensure that its Users have received appropriate training on lawful use of the Service, on call-recording obligations (see Section 15), and on the handling of personal data processed through the Service.

The Customer is responsible for ensuring that its use of the Service, the content it transmits, the recipients it contacts, and the data it processes through the Service comply with all applicable laws and regulations, including data protection, telemarketing, call-recording, employment, and consumer-protection laws.

The Customer is responsible for obtaining and maintaining any consents, notices, licences, and registrations required for its operations, including any consents required to record calls and to process the personal data of call parties through AI analytics features.

The Customer must designate one or more administrators with authority to manage Users, billing, and configuration. Talkwisely is entitled to rely on instructions provided by any designated administrator.

The Customer must promptly deactivate any User who is no longer authorised to access the account and must revoke any compromised credentials, API keys, or tokens.

The Customer is responsible for the configuration choices it makes within the Service, including retention periods, integration scopes, recording behaviours, and feature opt-ins, and for the consequences of those choices.

The Customer must notify Talkwisely without undue delay upon becoming aware of (a) any unauthorised access to its account, (b) any actual or suspected security incident affecting Customer Content, (c) any complaint or legal claim relating to its use of the Service, or (d) any regulatory inquiry that requires Talkwisely's cooperation.

Notifications under this Section must be sent to hello@talkwisely.io and, where the issue involves personal data, also to dpo@talkwisely.io.

The Service is provided on a subscription basis. Subscription plans, seat counts, feature tiers, and pricing are described at talkwisely.io/platform/pricing and on the Customer's order form or dashboard at the time of purchase.

Subscriptions are offered on monthly and annual terms. Each Subscription term renews automatically for successive terms equal in length to the initial term unless cancelled in accordance with Section 9.

The Customer agrees to pay all Fees described in its Subscription, including recurring charges, usage-based charges (such as call minutes, AI processing volume, and storage), and any applicable add-ons.

Payments are processed through Stripe for international and European customers and through Razorpay for Indian customers. By providing payment details, the Customer authorises Talkwisely (or its payment processor) to charge the applicable Fees for the current and each successive renewal term.

All Fees are exclusive of taxes. The Customer is responsible for all sales, use, value-added, withholding, and similar taxes, including Goods and Services Tax (GST) under Indian law for Indian Customers, and VAT or equivalent taxes for European Customers, except for taxes imposed on Talkwisely's net income.

Where the Customer exceeds the call minutes, storage, AI processing, or other usage limits included in its Subscription, overage charges apply at the rates displayed on the pricing page or in the order form at the time the overage is incurred.

Overages are billed in arrears as part of the next regular invoice. Talkwisely will display overage usage in the dashboard and may send notifications as usage approaches plan limits, but it remains the Customer's responsibility to monitor consumption.

Talkwisely may change Subscription prices from time to time. Price changes that increase the Customer's Fees will take effect no earlier than thirty (30) days after written notice to the Customer's billing email or in-app notification.

If the Customer does not accept a price increase, the Customer may cancel its Subscription before the change takes effect; the existing rate will apply through the end of the current paid term.

Invoices are due on the date specified on the invoice. Amounts that remain unpaid after ten (10) days may accrue interest at the lower of 1.5% per month or the maximum rate permitted by applicable law.

Talkwisely may suspend access to the Service for any account that remains overdue beyond ten (10) days after written notice. Suspension does not relieve the Customer of its payment obligations.

Except as expressly stated in these Terms (including Section 22), all Fees are non-refundable. Talkwisely does not provide refunds or credits for partial months of service, unused features, or downgrades.

Talkwisely may make a free or discounted trial of the Service available at its discretion. The duration, feature scope, and usage limits of each trial are stated at sign-up or in the order form.

Free trials are provided for evaluation only and may be modified or discontinued by Talkwisely at any time.

Unless the Customer cancels before the end of the trial period, the Subscription will automatically convert to a paid plan at the standard pricing displayed at sign-up, and the payment method on file will be charged accordingly.

The Customer may cancel at any time during the trial through the dashboard or by emailing hello@talkwisely.io. Cancellation during the trial period prevents any charges from being incurred.

Trial accounts are provided strictly on an 'as is' basis. No service level commitments, uptime guarantees, or support response times apply during the trial period.

The disclaimers and limitations of liability in Sections 17 and 18 apply with full force to trial use, and Talkwisely's aggregate liability for any claim arising from trial use is limited to one hundred United States dollars (USD 100).

The Customer may cancel its Subscription at any time through the billing settings in the dashboard or by emailing billing@talkwisely.io from the registered billing email address.

Cancellation takes effect at the end of the current paid Subscription term. The Customer retains access to the Service through the end of that term, after which the account will move to a closed state.

Following cancellation, the Customer has thirty (30) days from the end of the Subscription term to export its Customer Content from the dashboard or via the API. Talkwisely will provide reasonable assistance with self-service export tools during this period.

After the 30-day export window, Customer Content in active workspaces will be deleted from production systems in accordance with the deletion timelines set out in the Privacy Policy. Encrypted backups age out on the standard backup rotation thereafter.

Billing records, invoices, tax documents, and transaction history will be retained for seven (7) years to comply with Indian tax and financial reporting obligations, regardless of cancellation.

Cancellation does not entitle the Customer to a refund of any prepaid Fees, except where expressly provided in these Terms.

Talkwisely may terminate or suspend the Customer's access to the Service, in whole or in part, with immediate effect upon written notice in any of the following circumstances:

(a) Material breach: the Customer commits a material breach of these Terms (including the AUP or the DPA) and fails to cure that breach within fifteen (15) days after written notice from Talkwisely specifying the breach.

(b) AUP violation: the Customer violates Section 5 (Acceptable Use Policy) in a manner that creates legal, security, or reputational risk to Talkwisely, its other customers, recipients of calls, or third-party networks. Such violations may be acted on immediately, without a cure period.

(c) Non-payment: an invoice remains unpaid for more than ten (10) days after Talkwisely has issued a written notice of non-payment.

(d) Illegal activity: Talkwisely reasonably believes that the Customer is using the Service to commit a crime, infringe intellectual property rights, or violate applicable law. Such termination may take effect immediately.

(e) Insolvency: the Customer becomes insolvent, files or has filed against it any proceeding under bankruptcy or insolvency law, makes an assignment for the benefit of creditors, or ceases to do business.

Talkwisely may terminate the Service for any Customer for convenience on no less than ninety (90) days' written notice. In that case, Talkwisely will refund any prepaid Fees attributable to the period after the effective date of termination.

Upon any termination of these Terms, the Customer must immediately cease all use of the Service and ensure that its Users do the same.

All licences granted under these Terms (including any licences to use the Talkwisely software, dashboards, APIs, and Documentation) automatically terminate.

Where termination is for convenience or for non-AUP reasons, the Customer will have thirty (30) days from the effective date of termination to export Customer Content. Where termination is for AUP violation, fraud, or illegal activity, Talkwisely may shorten or eliminate the export window where doing so is necessary to protect Talkwisely, its customers, or third parties, or to comply with law.

Following the export window (or immediately, in the case of terminations described in the preceding sentence), Customer Content held in active workspace systems will be deleted in accordance with the timelines in the Privacy Policy.

Billing records, invoices, tax documents, and audit logs may be retained by Talkwisely for up to seven (7) years to comply with Indian tax, financial, and statutory record-keeping obligations.

Anonymised or aggregated data that no longer identifies the Customer or any User may be retained indefinitely for analytics and service-improvement purposes.

Sections that by their nature should survive termination will survive, including: Section 2 (Definitions), Section 7.5 and 7.6 (Late Payments and Refunds, to the extent of accrued amounts), Section 11 (Effects of Termination), Section 12 (Intellectual Property Rights), Section 13 (Confidentiality), Section 14 (AI Features, to the extent of confidentiality and no-training commitments), Section 17 (Warranties and Disclaimers), Section 18 (Limitation of Liability), Section 19 (Indemnification), Section 20 (Dispute Resolution and Governing Law), Section 23 (Miscellaneous), and any other provision that by its nature should reasonably survive.

As between the parties, Talkwisely owns and retains all right, title, and interest in and to the Service, the platform software, the AI models and prompts developed by Talkwisely, the user interfaces, the dashboards, the APIs, the Documentation, the Talkwisely name, logos, trademarks, service marks, and any improvements, modifications, or derivative works of any of the foregoing.

No rights are granted to the Customer other than the limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription term in accordance with these Terms and the Documentation.

The Customer must not remove, alter, or obscure any proprietary notices on the Service or the Documentation.

As between the parties, the Customer owns and retains all right, title, and interest in and to Customer Content and Communications Data. Talkwisely does not claim ownership of any Customer Content or Communications Data.

The Customer grants Talkwisely a worldwide, non-exclusive, royalty-free licence to host, store, transmit, display, process, analyse, and otherwise use Customer Content and Communications Data solely as necessary to provide, secure, maintain, and improve the Service for the Customer, and to comply with legal obligations. This licence terminates when the corresponding Customer Content or Communications Data is deleted in accordance with these Terms and the Privacy Policy.

If the Customer or any User provides feedback, suggestions, ideas, or recommendations regarding the Service, the Customer grants Talkwisely a perpetual, irrevocable, worldwide, royalty-free licence to use that feedback for any purpose, without obligation or compensation to the Customer. Talkwisely will not identify the Customer as the source of any feedback in marketing materials without consent.

Talkwisely may generate aggregated, de-identified, or anonymised data derived from the Customer's use of the Service (for example, platform-wide call volume statistics or feature usage trends). Provided that such data does not identify the Customer, any User, or any individual, Talkwisely owns this data and may use it for analytics, benchmarking, security, and service improvement purposes.

Talkwisely does not use Customer Content or Communications Data to train artificial intelligence or machine-learning models. See Section 14.

Each party agrees to (a) use the other party's Confidential Information only as necessary to perform its obligations or exercise its rights under these Terms, (b) protect that Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, and in no event less than a reasonable standard of care, and (c) not disclose Confidential Information to any third party except to its employees, contractors, advisors, and authorised subprocessors who need access for purposes consistent with these Terms and who are bound by confidentiality obligations no less protective than those in this Section.

Talkwisely treats all Customer Content and Communications Data as Confidential Information of the Customer.

Confidential Information does not include information that (a) is or becomes publicly available without breach of these Terms, (b) was known to the receiving party without restriction before disclosure, (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information, or (d) is received from a third party without confidentiality obligations and without breach of any duty owed to the disclosing party.

If a party is compelled by law, regulation, or valid legal process to disclose Confidential Information of the other party, it will (where legally permitted) provide prompt notice to the other party so that the other party may seek a protective order or other appropriate remedy, and will disclose only the minimum Confidential Information required to comply.

AI features are made available on an opt-in basis. The Customer must explicitly enable each AI feature in the dashboard before any Communications Data is processed by the corresponding AI provider.

The Customer is responsible for configuring AI features in a manner consistent with its legal obligations, including selecting appropriate retention periods, redaction settings, and access controls.

Talkwisely does not use Customer Content or Communications Data — including call recordings, transcripts, AI outputs, or any derivative of them — to train, fine-tune, or otherwise improve any artificial intelligence or machine-learning model, whether operated by Talkwisely or by a third party.

Talkwisely contractually requires its AI subprocessors to refrain from using Customer Content or Communications Data to train their own models. The current commitments of each subprocessor are summarised in our Subprocessor List.

The Customer is the Data Controller for Communications Data processed through AI features and is solely responsible for ensuring that it has a lawful basis (and, where required, the consent of call parties) to process that data through the Service and through Talkwisely's AI subprocessors.

The Customer is responsible for providing any disclosures to call parties about the use of AI features (including transcription, sentiment analysis, and automated scoring) that may be required by GDPR, the UK GDPR, the EU AI Act, the DPDP Act, state-level US laws, or any other applicable regime.

Full details of how Talkwisely processes Communications Data through AI features, including a description of each AI provider and the safeguards in place, are set out in Section 4 of the Privacy Policy.

AI features produce output that may contain errors, omissions, or misinterpretations. The Customer must not rely on AI output as the sole basis for any decision that has legal, financial, employment, or similar significant effect on any individual.

Talkwisely makes no representation or warranty regarding the accuracy, completeness, or fitness for purpose of AI output. The disclaimers in Section 17 and limitations in Section 18 apply to all AI features.

The Customer must determine the call-recording rules that apply to each call, including whether one-party, two-party, or multi-party consent is required, whether prior notice must be given, and whether any specific disclosures or written notices are required.

The Customer must obtain and document any consents required from call parties, including employees, contractors, customers, and prospects, and must maintain a clear record of consent where the law requires it.

The Customer must comply with cross-border recording rules where calls cross international boundaries, including the GDPR and UK GDPR (where personal data is processed), India's Information Technology Act 2000 and the DPDP Act 2023, U.S. federal and state wiretap laws (including two-party consent states such as California, Florida, Illinois, Massachusetts, Pennsylvania, and Washington), the UK Information Commissioner's Office (ICO) guidance on recording calls, and any sector-specific rules (for example, financial services, healthcare, or education).

Talkwisely provides tooling to help the Customer meet its compliance obligations, including configurable consent announcements, jurisdiction-based recording presets, per-extension recording controls, automatic pause-and-resume for sensitive content, and audit logs of recording activity.

These tools are provided as aids only. They do not constitute legal advice, do not guarantee compliance, and do not transfer compliance responsibility from the Customer to Talkwisely. The Customer must independently assess whether the tools, as configured by the Customer, meet its legal obligations.

Without limiting Section 19, the Customer agrees to indemnify Talkwisely for any third-party claim arising from the Customer's failure to obtain a legally required consent for call recording or to otherwise comply with call-recording laws.

Talkwisely's collection, use, and disclosure of personal data are governed by the Privacy Policy at talkwisely.io/legal/privacy. The Customer is responsible for reviewing the Privacy Policy and ensuring that its Users are made aware of how Talkwisely processes their personal data.

Where Talkwisely processes personal data on behalf of the Customer in providing the Service, the processing is further governed by the Data Processing Agreement (DPA) at talkwisely.io/legal/dpa. The DPA is incorporated into these Terms by reference and applies automatically to every Customer that is subject to the GDPR, the UK GDPR, the DPDP Act 2023, or any other applicable data-protection regime requiring a written processing agreement.

Talkwisely acts as Data Controller for account registration data, billing records, support communications, and marketing data (where applicable).

Talkwisely acts as Data Processor for Communications Data and other Customer Content processed on behalf of the Customer. The Customer is the Data Controller for that data and is responsible for the lawful basis for processing and for the rights of the data subjects whose data it submits to the Service.

The Service is hosted on AWS infrastructure across multiple regions. Where Customer Content is transferred across borders, Talkwisely relies on appropriate safeguards such as the EU Standard Contractual Clauses and the UK International Data Transfer Addendum, as further described in the Privacy Policy and the DPA.

Talkwisely will provide the Service with commercially reasonable skill and care and will use commercially reasonable efforts to maintain at least 99.5% monthly uptime for core call routing on production AWS regions, excluding scheduled maintenance, force majeure events, and failures of upstream carriers or the PSTN.

The Customer's exclusive remedy, and Talkwisely's sole liability, for any failure to meet this uptime commitment is the service credit (if any) described in any service level addendum agreed in writing between the parties. In the absence of such an addendum, the limited warranty in this Section does not give rise to a refund or credit.

Except as expressly set out in Section 17.1, the Service is provided "AS IS" and "AS AVAILABLE", without any representation, warranty, condition, or guarantee of any kind, express, implied, statutory, or otherwise.

Talkwisely expressly disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose, title, non-infringement, accuracy of data, uninterrupted operation, and freedom from defects, error, or harmful components.

Talkwisely does not warrant that the Service will be uninterrupted, error-free, secure, or free from harmful components, that defects will be corrected, that the Service will meet the Customer's requirements, or that any AI output will be accurate or reliable.

Talkwisely does not own or control the public switched telephone network, mobile carrier networks, the public internet, third-party AI provider networks, or any other infrastructure outside of Talkwisely's direct control. Talkwisely is not responsible for the availability, performance, or behaviour of any such third-party network.

Emergency calling functionality (such as 911 in the United States, 112 in the EU, 999 in the UK, or 112 in India) may be limited or unavailable on cloud-based voice services. The Customer is responsible for understanding and communicating to its Users the limitations of emergency calling on the Service.

To the maximum extent permitted by applicable law, neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, business, anticipated savings, or data, arising out of or in connection with these Terms or the Service, even if that party has been advised of the possibility of such damages and even if a stated remedy fails of its essential purpose.

To the maximum extent permitted by applicable law, each party's total aggregate liability arising out of or in connection with these Terms — whether in contract, tort (including negligence), breach of statutory duty, or otherwise — will not exceed an amount equal to the total Fees actually paid by the Customer to Talkwisely under these Terms during the twelve (12) months immediately preceding the event giving rise to the claim.

The limitations in Sections 18.1 and 18.2 do not apply to (a) the Customer's payment obligations under Section 7, (b) the Customer's indemnification obligations under Section 19, (c) either party's breach of Section 13 (Confidentiality), (d) liability arising from a party's gross negligence, fraud, or wilful misconduct, (e) liability for death or personal injury caused by negligence, or (f) any liability that cannot be excluded or limited under applicable law.

The parties acknowledge that the limitations of liability in this Section reflect an allocation of risk between them and form an essential part of the bargain. The Fees would be materially higher if Talkwisely accepted unlimited liability.

The Customer will defend, indemnify, and hold harmless Talkwisely, its affiliates, and their respective directors, officers, employees, and agents from and against any third-party claim, action, or proceeding, and any related losses, damages, liabilities, settlements, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

(a) the Customer's or any User's breach of these Terms, the AUP, or the DPA;

(b) the Customer's or any User's violation of any applicable law, including data-protection, telemarketing, employment, and call-recording laws;

(c) Customer Content or Communications Data, including any claim that the storage, processing, or transmission of such content by Talkwisely in accordance with these Terms infringes the rights of any third party or violates any law;

(d) the Customer's or any User's use of the Service in a manner that violates Section 5 (Acceptable Use Policy); and

(e) any dispute between the Customer and a third party (including its Users, customers, employees, contractors, or call recipients) arising from the Customer's use of the Service.

Talkwisely will (a) notify the Customer promptly in writing of any claim for which indemnification is sought (though failure to do so will not relieve the Customer of its obligations except to the extent the Customer is materially prejudiced), (b) allow the Customer to control the defence and settlement of the claim, provided that no settlement that imposes any liability or obligation on Talkwisely (other than payment by the Customer) may be made without Talkwisely's prior written consent, and (c) provide reasonable cooperation at the Customer's expense.

Talkwisely may, at its own expense, participate in the defence with counsel of its own choosing.

These Terms, and any dispute or claim arising out of or in connection with them or their subject matter (including non-contractual disputes), are governed by, and shall be construed in accordance with, the laws of India, without regard to conflict-of-laws principles.

If any dispute arises out of or in connection with these Terms, the parties will first attempt to resolve it through good-faith negotiation between senior representatives of each party. Either party may initiate this process by sending written notice to the other (to legal@talkwisely.io in the case of notice to Talkwisely).

Neither party may initiate arbitration unless at least thirty (30) days have passed from the date of that written notice without the dispute being resolved.

Any dispute that is not resolved through good-faith negotiation will be referred to and finally resolved by binding arbitration under the Arbitration and Conciliation Act, 1996 (India), as amended from time to time.

The arbitration will be conducted by a sole arbitrator appointed by mutual agreement of the parties. If the parties cannot agree on an arbitrator within fifteen (15) days, the arbitrator will be appointed in accordance with the Arbitration and Conciliation Act.

The seat and venue of the arbitration shall be Ahmedabad, Gujarat, India. The language of the arbitration shall be English. The arbitral award shall be final and binding on the parties, and judgment on the award may be entered in any court of competent jurisdiction.

The arbitrator shall not have authority to award punitive, exemplary, indirect, or consequential damages, or any damages exceeding the cap in Section 18.2 (subject to the exceptions in Section 18.3).

Notwithstanding the foregoing, either party may seek interim or injunctive relief from a court of competent jurisdiction in Ahmedabad, India, to protect its intellectual property rights, Confidential Information, or to enforce the AUP, pending the outcome of arbitration.

Nothing in this Section affects any non-waivable right of the Customer (or, where applicable, an individual data subject) to bring a claim or complaint under mandatory consumer-protection, data-protection, or other laws of the jurisdiction in which it is established, including the right to lodge a complaint with a competent supervisory authority such as a European Data Protection Authority, the UK Information Commissioner's Office, or the Data Protection Board of India.

Talkwisely may modify these Terms from time to time to reflect changes in the Service, in applicable law, in regulatory guidance, or in operational practice. The most current version will always be posted at talkwisely.io/legal/terms with an updated effective date.

For changes that materially affect the Customer's rights or obligations under these Terms, Talkwisely will give at least thirty (30) days' prior notice through email to the registered billing email address or through prominent in-app notification.

Non-material changes (such as clarifications, typographical corrections, updates to email addresses, or changes that improve the Customer's position) may take effect immediately upon posting.

If the Customer does not accept a material change, the Customer may cancel its Subscription by written notice to billing@talkwisely.io before the change takes effect. In that case, Talkwisely will refund any prepaid Fees on a pro-rata basis for the unused portion of the then-current paid Subscription term, and these Terms (as they stood before the change) will continue to apply until the end of the notice period.

Continued use of the Service after the effective date of a modification constitutes acceptance of the modified Terms.

These Terms, together with the Privacy Policy, the DPA (where applicable), the Subprocessor List, the Cookie Policy, any order form executed between the parties, and any service level addendum, constitute the entire agreement between the parties with respect to the Service and supersede all prior or contemporaneous agreements, proposals, communications, or understandings, whether written or oral.

In the event of any conflict between these Terms and an executed order form, the order form prevails (but only for the Customer and only for the term of that order form). In the event of any conflict between these Terms and the DPA, the DPA prevails with respect to the processing of personal data.

If any provision of these Terms is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, the provision will be modified to the minimum extent necessary to make it enforceable and consistent with the parties' original intent, and the remaining provisions will continue in full force and effect.

No failure or delay by either party in exercising any right or remedy under these Terms operates as a waiver of that right or remedy. Any waiver must be in writing and signed by the waiving party, and a waiver on one occasion does not constitute a waiver on any other occasion.

The Customer may not assign, transfer, or delegate any of its rights or obligations under these Terms, by operation of law or otherwise, without Talkwisely's prior written consent. Any attempted assignment in breach of this Section is void.

Talkwisely may assign these Terms in whole or in part, with notice to the Customer, in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets.

Subject to the foregoing, these Terms bind and benefit the parties and their respective permitted successors and assigns.

Notices to the Customer may be given by email to the registered billing or administrator email address on file, by in-app notification, or by posting to the dashboard, and are deemed received when sent.

Notices to Talkwisely must be sent by email to hello@talkwisely.io with a copy to dpo@talkwisely.io for data-protection matters and to billing@talkwisely.io for billing matters, and (for formal legal notices) by registered post or recognised courier to Talk Wisely Platforms Private Limited, Ahmedabad, Gujarat, India.

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party has authority to bind the other.

These Terms are for the sole benefit of the parties and their permitted successors and assigns. Nothing in these Terms, express or implied, is intended to or confers on any other person or entity any legal or equitable right, benefit, or remedy.

The Customer represents and warrants that it is not located in, and is not a national or resident of, any country subject to a comprehensive export embargo by India, the United States, the United Kingdom, or the European Union, and that it is not listed on any restricted-party list maintained by those jurisdictions. The Customer will not use or permit use of the Service in violation of any applicable export-control or sanctions law.

Unless the Customer opts out in writing, Talkwisely may identify the Customer as a customer of Talkwisely and use the Customer's name and logo on its website, in customer lists, and in marketing materials, in each case in accordance with the Customer's usage guidelines (where provided).

Section headings are for convenience only and do not affect interpretation. The words 'including' and 'include' are deemed to be followed by 'without limitation'. References to statutes include those statutes as amended or replaced from time to time.

General questions and support: hello@talkwisely.io

Billing, invoicing, and payment questions: billing@talkwisely.io

Data protection, DPA requests, privacy questions, and data subject rights: dpo@talkwisely.io

Legal notices and matters relating to these Terms: dpo@talkwisely.io (with a copy by registered post for formal legal notices)

Talk Wisely Platforms Private Limited

Ahmedabad, Gujarat, India

All formal legal notices to Talkwisely must be sent to this address, with an electronic copy to dpo@talkwisely.io, in accordance with Section 23.5.

These Terms are effective from 2nd June 2026 and supersede all previous versions of the Talkwisely Terms of Service.