Terms and Conditions

Last Updated: [Insert Date of Policy Update, e.g., November 6, 2025]

### 1. Acceptance of Terms and Applicability

By accessing or using the services provided by telefonie.ai (the "Service"), you agree to be bound by these Terms and Conditions ("Terms"). These Terms apply exclusively to agreements made with business Clients (B2B) and explicitly exclude consumers (B2C). Continued use constitutes acceptance of these Terms, including any future amendments.

### 2. The Service and AI Disclaimer

telefonie.ai provides an AI-powered voice agent platform. The Client acknowledges that the Service relies on Artificial Intelligence (AI), which inherently involves probabilistic outcomes and is not a guaranteed, deterministic system. The results, output, and accuracy of the AI are dependent on the quality of the input data, the training provided by the Client, and continuous external factors.

### 3. Client Responsibilities and Guarantees (The core defense)

#### A. Lawful and Ethical Use

The Client is solely responsible for ensuring that all use of the Service, including the content of all AI calls and the selection of End-Customers, strictly complies with all applicable laws, regulations, and industry standards, including:

1. Telemarketing Legislation: All "Do Not Call" (BMNR) lists, required opt-in consent, and call timing regulations in the relevant jurisdictions.

2. GDPR/Privacy: Ensuring all End-Customer Data provided to telefonie.ai has a valid legal basis for processing and communication.

3. Ethical Guidelines: Not using the Service for fraudulent, deceptive, or malicious purposes.

#### B. Data and Consent Guarantee

The Client explicitly warrants and guarantees that they have obtained all necessary, specific, and unambiguous consents, permissions, and/or legal bases required to utilize the End-Customer Data on the platform and to initiate automated calls to those individuals.

#### C. Content Responsibility

The Client is solely responsible for the content, accuracy, legality, and completeness of all call scripts, conversation flows, and training data uploaded to the Service.

### 4. Fees and Payment

(Unchanged from previous template, addressing billing, non-refundability, and fee changes.)

All fees are billed in advance and are non-refundable, except as expressly stated in a separate written service agreement.

### 5. Intellectual Property

(Unchanged from previous template, confirming telefonie.ai owns the AI/platform, and the Client owns their data/scripts.)

### 6. Confidentiality and Data Processing

The parties agree to execute a separate Data Processing Agreement (DPA) which governs the processing of End-Customer Personal Data, consistent with GDPR requirements.

### 7. Warranties and Exclusion of Warranties

#### A. Limited Warranty

telefonie.ai warrants that the Service will perform substantially in accordance with the documented specifications.

#### B. Complete Exclusion of Warranties (AS IS)

telefonie.ai makes no other warranties, express or implied, including, but not limited to, any implied warranties of merchantability or fitness for a particular purpose. The Service is provided on an "AS IS" and "AS AVAILABLE" basis. We do not warrant that the Service will be error-free, uninterrupted, or that the AI's output will be accurate, timely, or meet the Client's specific business goals.

### 8. Limitation of Liability (Crucial Defensive Clause)

#### A. Exclusion of Indirect Damages

telefonie.ai shall never be liable for indirect, incidental, special, consequential, or punitive damages arising out of or related to the use of the Service, including, but not limited to:

* Loss of profits, revenue, or business opportunity.

* Reputational damage or damage to goodwill.

* Loss of data (including End-Customer Data).

* Fines or penalties imposed by regulatory bodies (e.g., GDPR fines or telemarketing fines).

#### B. Cap on Direct Damages

Our total cumulative liability to the Client for direct damages arising from or related to the Service, regardless of the cause of action, shall not exceed the total fees paid by the Client to telefonie.ai for the Service during the three (3) months immediately preceding the claim.

#### C. Exemption for Intent and Gross Negligence

The limitations in this Section 8 do not apply in case of damage caused by intent (opzet) or conscious recklessness (bewuste roekeloosheid) on the part of telefonie.ai's management.

### 9. Indemnification (Client must bear the external risk)

The Client agrees to indemnify, defend, and hold harmless telefonie.ai from and against any and all claims, liabilities, damages, and expenses (including reasonable legal fees) arising from or related to:

1. Any claim by an End-Customer related to communication practices (e.g., unauthorized calling, harassment).

2. Any breach of the Client’s warranties in Section 3 (Lawful Use, Data/Consent Guarantee).

3. Any fine or penalty imposed by a governmental or regulatory authority due to the Client's use of the Service.

### 10. Termination and Governing Law

(Unchanged from previous template, confirming termination rights and jurisdiction.)

These Terms are governed by and construed in accordance with the laws of the Netherlands. Any disputes relating to these Terms shall be subject to the exclusive jurisdiction of the competent courts in Utrecht, Netherlands.

### 11. Contact Information

For any questions regarding these Terms, please contact us at: info@telefonie.ai