Terms and Conditions of Use and Subscription Agreement (B2B)

Document accepted electronically ("click-through"), during sign-up/onboarding. Acceptance is given by expressly checking agreement with these Terms and with the Privacy Policy, together with the Data Processing Agreement (DPA).

Parties

1. D.O.D.O. OFFICE OUTLET S.R.L., a limited liability company of Romanian nationality, with its registered office in Sat Dudu, Comuna Chiajna, Str. Rezervelor nr. 54, bl. 7, ap. 23, Ilfov County, Romania, registered with the Trade Registry Office attached to the Ilfov Tribunal under no. J23/4990/2023, Unique Registration Code (CUI) 48578743, legally represented by Olaru Ciprian Valentin, acting as administrator, operating the "Vocalyy" brand and platform — hereinafter referred to as the "Provider", "Vocalyy", or the "Company",

and

2. the Client — the legal entity, professional, or undertaking identified on the sign-up (onboarding) form who accepts these Terms — hereinafter referred to as the "Client",

together referred to as the "Parties", have agreed to this subscription agreement, made up of these terms and conditions (referred to as the "Terms" or the "Agreement"), in compliance with Law No. 287/2009 on the Civil Code (referred to as the "Civil Code").

Art. 1 — Definitions

1.1. "Service" / "Platform" — the "Vocalyy" SaaS platform of AI-based voice agents (speech recognition, language model, voice synthesis), including the admin dashboard, call answering/recording/forwarding features, and related documentation.

1.2. "Client" — the professional, legal entity, or undertaking that uses the Service for the purposes of its commercial, industrial, artisanal, or professional activity (B2B use).

1.3. "Authorized user" — the individual (employee, collaborator) to whom the Client grants access to the Service under its account.

1.4. "Offer" — the (electronic) commercial communication establishing the package, price, setup fee, and any specific conditions, accepted by the Client.

1.5. "DPA" — the Data Processing Agreement, within the meaning of Art. 28 GDPR, published on vocalyy.ro and incorporated by reference (Art. 9).

1.6. "Client Content" — the data, texts, configurations, materials, and call recordings submitted by the Client or generated through the Client's use of the Service.

1.7. "GDPR" — Regulation (EU) 2016/679.

1.8. "AI Act" — Regulation (EU) 2024/1689.

1.9. "Caller" — the individual who calls the numbers served by the Agent.

Art. 2 — The Service and B2B eligibility

2.1. Subject matter. The Provider grants the Client, for the term of the Agreement, access to the Vocalyy Service, in exchange for payment of the applicable subscription, in accordance with the chosen package.

2.2. B2B only. The Service is intended exclusively for professional (business-to-business) use. By accepting the Terms, the Client represents and warrants that it is acting within its professional activity and not as a consumer; accordingly, the 14-day withdrawal right applicable to consumers (Emergency Ordinance No. 34/2014) does not apply.

2.3. Authority to represent. The person accepting the Terms on behalf of the Client represents that they have the legal authority to bind the Client.

2.4. Availability. The Service is provided on a target-availability, "as is" basis (Art. 11), without a service level agreement (SLA) and without availability credits.

Art. 3 — Account and verification of business status

3.1. Account creation. At sign-up, the Client provides accurate, complete, and current information, including the business's identification details (name, legal form, CUI, registered office, representative).

3.2. Verification. The Provider may request documents evidencing the Client's status as a professional/undertaking. Providing false or incomplete information constitutes a breach of the Agreement and may result in suspension (Art. 15).

3.3. Account security. The Client keeps its credentials confidential and is responsible for all activity carried out under its account, including the acts of Authorized users, and will promptly notify any unauthorized use.

Art. 4 — License to use

4.1. Grant. Subject to compliance with the Terms and payment of the subscription, the Provider grants the Client a limited, non-exclusive, non-transferable, and revocable license to use the Service, solely for the Client's internal business purposes, for the term of the Agreement.

4.2. Restrictions. The Client will not: (a) resell, sublicense, rent, or make the Service available to third parties, other than Authorized users; (b) copy, decompile, or reverse-engineer the Service, beyond the limits mandatorily permitted by law; (c) circumvent technical or security limitations; (d) use the Service to build a competing product.

4.3. Reservation of rights. All rights not expressly granted are reserved to the Provider (Art. 8).

Art. 5 — Acceptable use; AI transparency and recording

5.1. Acceptable use rules. The Client will not use the Service for: (a) unsolicited marketing calls without the prior consent of recipients; (b) fraud, deception, harassment, threats, or other unlawful acts; (c) content that infringes third-party rights or the law; (d) attempts at unauthorized access, overload, or disruption of the Service. Breach of this article constitutes a material breach of the Agreement.

5.2. AI transparency. At the start of every call, the Agent informs the Caller that they are interacting with an AI-based voice assistant and, if recording is active, of the fact of recording (Art. 50 of the AI Act). The Client, as the operator/user of the AI system in relation to its own callers, may not request that this notice be disabled.

5.3. Consent to recording. For recording calls with individuals, the Client is responsible for the legal basis and for the notice/consent required by law. The recording notice may not be disabled while recording is active.

5.4. Automated outbound calls. For automated outbound calls, obtaining the recipient's prior consent, in accordance with Art. 12 of Law No. 506/2004, is the Client's sole responsibility.

5.5. Restricted data. The Client will not input national identification numbers (CNP) for processing and will not process special categories of data (Art. 9 GDPR — e.g. health data) without a signed addendum.

Art. 6 — Pricing, invoicing, and fees

6.1. Packages and pricing. The applicable packages and prices are those published on the pricing page (vocalyy.ro) and, where applicable, in the Offer. In the event of a discrepancy, the Offer accepted by the Client prevails.

6.2. Billing and renewal. The subscription is billed monthly, in advance, with automatic renewal. The Client may cancel renewal at any time, effective at the end of the current billing period.

6.3. Overages. Usage beyond the included minutes is billed in accordance with the pricing page, at the end of the billing cycle.

6.4. VAT. All prices (subscription, setup fee, overages) are stated exclusive of VAT. VAT applies additionally, in accordance with applicable tax legislation.

6.5. Setup fee. Configuring the Agent involves a one-time fee, disclosed in the Offer, invoiced separately and non-refundable, as it compensates the setup work performed, independently of the subsequent duration of use of the Service.

6.6. 7-day refund guarantee (subscription). Within the first 7 calendar days from payment of the subscription, the Client may request, in a written request, a full refund of the subscription paid, once only. The setup fee is not covered by this guarantee (Art. 6.5). After the 7 days have elapsed, the subscription paid is non-refundable, including for partial periods or unused features.

6.7. Late payment. Failure to pay on time entitles the Provider to statutory penalty interest between professionals and may result in suspension of the Service (Art. 15).

6.8. Price changes. The Provider may change prices with at least 30 days' notice. Continued use of the Service after the change takes effect constitutes acceptance.

Art. 7 — Client obligations

7.1. General obligations. The Client undertakes: (a) to use the Service in good faith and only for lawful, professional purposes; (b) to comply with the Terms and the DPA; (c) to pay amounts due on time; (d) to keep its account and identification data accurate; (e) to be responsible for Client Content and for the acts of Authorized users; (f) to provide and keep current the business information (prices, products, hours) on which the Agent operates.

7.2. Accuracy and orders. The Agent conveys information exactly as provided by the Client; the Provider is not liable for the consequences of inaccurate or outdated Client information. The Agent takes and relays order and booking details to the Client, but does not place or confirm orders on the Client's behalf; the Client personally confirms each order with its end customer and bears the consumer-protection obligations toward that customer.

7.3. GDPR compliance. For callers' data, the Client is the controller, and the Provider is the processor (Art. 9). The Client is responsible for: the legal basis for processing; informing data subjects (Art. 13 GDPR); handling data subject requests; consent to recording and to outbound calls (Art. 5). The Client will not disable the AI transparency notice.

7.4. Indemnification. The Client indemnifies and holds the Provider harmless from any third-party claims, penalties, expenses (including reasonable legal fees), and damages arising from: the Client's breach of the Terms or the DPA; Client Content; the Client's recording/processing of calls and personal data, including the lack of consent, notice, or legal basis; outbound calls without valid consent; infringement of third-party rights. This obligation survives termination of the Agreement.

Art. 8 — Data and intellectual property

8.1. Provider's property. The Service, software, models, interfaces, configurations, prompts, documentation, and the "Vocalyy" brand belong exclusively to the Provider or its licensors. Nothing herein transfers such rights to the Client, other than the limited license under Art. 4.

8.2. Client Content. The Client retains rights to Client Content and grants the Provider a limited, non-exclusive license to host, process, and transmit it solely for the purpose of providing the Service, in accordance with the DPA. The Client warrants that it holds the rights to the materials it provides.

8.3. Aggregated/anonymized data. The Provider may generate and use aggregated and anonymized data (which does not identify the Client, Users, or data subjects) for the purpose of operating and improving the Service, in compliance with the GDPR.

8.4. Feedback. Suggestions and feedback provided by the Client may be freely used by the Provider, without obligation.

Art. 9 — Data protection (incorporates the DPA)

9.1. Incorporation of the DPA. The processing of personal data is governed by the DPA, published on vocalyy.ro and forming an integral part of the Agreement. In the event of a conflict regarding data processing, the DPA prevails.

9.2. Roles. For the data of callers and of the Client's end customers, the Client is the controller, and the Provider is the processor (Art. 28 GDPR), processing solely on the Client's documented instructions. For the Client's own account, contact, and billing data, the Provider is an independent controller, in accordance with its privacy policy.

9.3. Reference. Technical and organizational measures, sub-processors, international transfers, and retention periods are governed by the DPA.

Art. 10 — Confidentiality

10.1. Each Party keeps confidential the information received from the other (business, technical, and pricing information, know-how, and the terms of the Agreement), does not disclose it to third parties, and uses it solely to perform the Agreement.

10.2. This obligation applies for the term of the Agreement and for 2 years after termination.

10.3. Disclosure required by law or by a competent authority does not constitute a breach, provided the other Party is notified in advance to the extent legally possible.

Art. 11 — Warranties and limitations

11.1. "As is" provision. To the maximum extent permitted by law, the Service is provided "as is" and "as available", without express or implied warranties of uninterrupted availability, accuracy, fitness for a particular purpose, or absence of errors. No guaranteed availability level (SLA) and no availability credit is provided.

11.2. AI-generated output. The Agent operates on probabilistic models; responses may contain errors or inaccurate wording. They do not constitute professional advice (medical, legal, financial), require human oversight, and the Service is not an emergency service. The Client verifies critical information and orders before confirming them to the end customer.

11.3. Third-party providers. The Service depends on third-party providers (telephony, AI models, hosting). The Provider does not warrant their services and is not liable for their interruptions, errors, or changes.

Art. 12 — Limitation of liability

12.1. Cap. To the extent permitted by law, the Provider's total and aggregate liability arising from the Agreement is limited to the amount of fees actually paid by the Client in the 12 months preceding the event giving rise to liability.

12.2. Indirect damages. The Provider is not liable for indirect damages, or loss of profit, revenue, data, customers, or business opportunity.

12.3. Exceptions. The above limitations do not apply to: the Provider's intent or gross negligence (Art. 1355 Civil Code); breach of the confidentiality obligation; the Provider's breach of the DPA; and the Client's indemnification obligations (Art. 7.4), which are not capped. Nothing herein limits liability that cannot be limited by law.

Art. 13 — Force majeure and unforeseeability

13.1. Force majeure. Neither Party is liable for non-performance caused by a force majeure event (Art. 1351 Civil Code), including major interruptions at third-party providers. The affected Party notifies the other Party within 7 days and mitigates the effects.

13.2. Unforeseeability (hardship). If performance becomes excessively onerous due to an exceptional change of circumstances, the Parties will renegotiate in good faith to adapt the Agreement (Art. 1271 Civil Code).

Art. 14 — Term

14.1. Effective date. The Agreement takes effect on the date the Terms are accepted (Art. 17).

14.2. Duration. The Agreement remains in effect for the term of the subscription period (monthly, with automatic renewal), until terminated in accordance with Art. 15.

Art. 15 — Termination and suspension

15.1. Termination by the Client. The Client may cancel automatic renewal at any time, effective at the end of the current billing period.

15.2. Termination for breach. In the event of failure to perform an essential obligation, including material breach of the acceptable-use rules (Art. 5) or non-payment, the aggrieved Party may terminate the Agreement automatically, without court intervention, after a remedy notice that has gone unheeded — or immediately, in cases of security or legal risk.

15.3. Effects of termination. Upon termination: the license to use ends and the Client's access is deactivated; amounts owed up to termination become due; the setup fee and amounts paid are non-refundable (except for the 7-day subscription guarantee, Art. 6.6); the Client exports its Content before termination, in accordance with the DPA; provisions that by their nature survive (Art. 7.4, 8, 10, 11, 12, 16, 17) remain in effect.

15.4. Suspension. The Provider may suspend access, in whole or in part, in the event of: breach of the acceptable-use rules; non-payment; security, legal, or regulatory risk. Suspension does not relieve the Client of its due payment obligations.

Art. 16 — Miscellaneous provisions

16.1. Amendment of the Terms. The Provider may amend the Terms with at least 30 days' notice; continued use after the change takes effect constitutes acceptance.

16.2. Assignment. The Client may not assign the Agreement without the Provider's prior written consent. The Provider may assign the Agreement to an affiliated company or as part of a reorganization, with notice to the Client.

16.3. Entire agreement. The Terms, together with the Privacy Policy, the DPA, and the applicable Offer, constitute the entire agreement between the Parties.

16.4. Severability. The invalidity of a clause does not affect the rest of the Agreement; the affected clause is replaced with a valid one that most closely reflects the Parties' intent.

16.5. Notices. Notices are validly delivered by email: D.O.D.O. OFFICE OUTLET S.R.L. — agent@vocalyy.ro; the Client — the details on file in its account/sign-up form.

16.6. Limitation period. The general statute of limitations for the right of action is 3 years (Art. 2517 Civil Code).

Art. 17 — Electronic acceptance

17.1. Click-through acceptance. Acceptance by checkbox/click at the time of sign-up (onboarding) constitutes valid execution of the Agreement and the expression of consent, under Regulation (EU) No. 910/2014 (eIDAS).

17.2. Record of acceptance. The Provider keeps a record of acceptance comprising the Client's name, business name, timestamp, IP address, and the version of the Terms accepted; this record serves as proof of acceptance absent evidence to the contrary.

Art. 18 — Governing law and jurisdiction

18.1. Governing law. This Agreement is governed by Romanian law.

18.2. Jurisdiction. Disputes not settled amicably within 30 days fall under the exclusive jurisdiction of the courts of the Municipality of Bucharest, Romania.

D.O.D.O. OFFICE OUTLET S.R.L. — Vocalyy brand · vocalyy.ro · agent@vocalyy.ro