Terms and Conditions

These terms and conditions ("Terms") govern the use of the vocalyy.ro website and the Vocalyy service ("Service") provided by Vocalyy SRL ("Vocalyy", "we", "us"). By creating an account, completing an order, or using the Service, you agree to these Terms. If you do not agree, please do not use the Service.

1. Definitions

• "Client" — the legal entity or individual that contracts for the Service. With respect to their own data (account data, billing data, contact data), the Client is the data subject, and Vocalyy is the data controller.
• "Agent" — the AI voice agent configured by Vocalyy on behalf of the Client.
• "Caller" — the person who calls the Client's number and interacts with the Agent. With respect to Callers' data, the Client is the controller, and Vocalyy is the processor, in accordance with Art. 28 of Regulation (EU) 2016/679 ("GDPR").
• "Plan" — the chosen subscription package (Starter, Professional, Premium, or Enterprise).
• "Included minutes" — the total number of call minutes per month included in the Plan.

2. Description of the service

Vocalyy provides an AI-based voice agent service that answers phone calls for the Client's business. The Service includes initial configuration of the Agent by our team, hosting on the Vocalyy platform, integration with calendars/CRM (depending on the Plan), call processing, transcription of conversations, and reporting in the account dashboard.

3. Nature of the service — what Vocalyy is NOT

The Vocalyy voice Agent is exclusively a communication and business-management tool for the Client (call handling, qualification, scheduling). It is not designed, tested, or authorized to identify, assess, or respond to medical, legal, or psychological emergencies affecting Callers, and it must not be presented or used by the Client for that purpose. If a Caller reports a genuine emergency during a call, responsibility for directing them to the appropriate emergency services (112 or its equivalent) rests entirely with the Client and with how the Client configures the Agent's script and instructions — Vocalyy does not have, and does not assume, an obligation to prevent, detect, or intervene in such situations. Vocalyy's obligations regarding the Agent's operation are detailed in section 12 (obligation of means, not of result).

4. Creating an account and access

• To use the Service, the Client must book a demo call, provide business information, and enter into the contract by accepting these Terms.
• Vocalyy creates the Client's account on the Agent management platform. The Client receives unique credentials and must not disclose them to other persons.
• The Client is responsible for maintaining the confidentiality of its credentials and for all activities carried out through its account.

5. Subscription and pricing

• The Service is offered on a recurring monthly subscription basis. The available Plans and prices are shown on the Pricing page.
• The subscription renews automatically at the end of each billing period, for a new period of the same duration, until the Client cancels it under section 8.
• Prices shown on the site include VAT (19%) where indicated. For B2B clients requesting a tax invoice, VAT is itemized separately on the invoice.
• We may update prices for future subscription periods with at least 30 days' notice to the Client.
• Usage exceeding the included minutes is billed at the overage rate published on the site.

6. Payment, invoicing, VAT

• Payments are processed through Stripe Payments Europe Ltd. We accept major cards and SEPA transfer.
• By activating the subscription, the Client authorizes Vocalyy to securely store the payment method with the payment processor and to automatically charge it, on a recurring basis, at each subscription renewal, for the amount corresponding to the chosen Plan (plus any minute overages). Recurring billing stops upon cancellation of the subscription, in accordance with section 8.
• Tax invoices compliant with Romanian law are issued after each successful payment through our billing partner (SmartBill or equivalent) and are emailed to the Client within a maximum of 24 hours.
• In the event of a failed payment, we reserve the right to suspend the Service 7 calendar days after the due date, following prior notice.
• The Client is responsible for the accuracy of the billing information provided.

7. 7-day money-back guarantee

If within the first 7 calendar days after activation of the subscription you are not satisfied with the Service, for any reason, you contact us in writing at agent@vocalyy.ro and we will refund the full amount paid for that month, within 14 business days.

The guarantee applies once per Client. After the 7 days, payments made are non-refundable, but you may cancel at any time (see section 8).

8. Cancellation and termination

• You may cancel the subscription at any time by email to agent@vocalyy.ro or from the account dashboard, effective at the end of the current billing period.
• After cancellation, the Service remains active until the end of the paid month. No pro-rata refunds are given for the month already begun (except under the 7-day guarantee).
• Vocalyy may terminate the contract without notice in the event of a breach of the Terms (for example, unlawful use).
• Upon termination of the contract, Client and Caller data is retained in accordance with the periods described in the Retention Policy, except for billing data, which we are legally required to retain for 5 years (Art. 25 of Accounting Law No. 82/1991, as amended by Law No. 36/2023).

9. Acceptable Use Policy (AUP)

This section details the behaviors prohibited when using Vocalyy. Violation of these rules results in immediate suspension of the Service, without refund, and possible reporting to the competent authorities.

9.1 Strictly prohibited uses

The Client is NOT permitted to use the Service for:

Unsolicited communications and telemarketing

• Unsolicited marketing calls (cold calling) to consumers without prior explicit consent — contrary to applicable legislation on unsolicited electronic communications and the protection of personal data [verification required — the specific legal bases regarding telemarketing are to be confirmed by an attorney before publication]
• Calls to numbers registered in national telemarketing opt-out registers, where such registers exist [to be verified]
• Phone spam, unsolicited automated SMS messaging
• Robocalls without clear identification of the caller and the purpose of the call

Illegal content and conduct

• Activities that violate Romanian, European, or international laws
• Harassment, intimidation, defamation, threats
• Discrimination based on race, religion, gender, sexual orientation, disability
• Sexually explicit content, content aimed at minors under 18
• Promotion of violence, extremism, terrorism

Fraud and deception

• Financial fraud, Ponzi schemes, scams
• Impersonation of another person, company, or authority
• Misleading Callers as to the identity or purpose of the business
• Voice phishing (vishing) or fraudulent obtaining of data
• Sale of counterfeit or illegal products

Non-compliant recording and transcription

• Disabling or circumventing the notice of the Agent's AI nature, which Vocalyy provides automatically (in accordance with Art. 50(1) of Regulation (EU) 2024/1689 — see About the AI System)
• Using audio recordings or transcripts for purposes beyond those disclosed to Callers
• Publicly distributing recordings or transcripts without the consent of all parties

Security and technical abuse

• Reverse-engineering, decompiling, or attempting to access source code
• Attempts at unauthorized access to accounts, databases, infrastructure
• DDoS attacks, exploitation of vulnerabilities, malicious injections
• Excessive/abusive use of the API to disrupt the service
• Automated scraping of other users' data

Industries with special restrictions (addendum required)

Use of Vocalyy in the following industries is permitted only with a specific signed addendum, which will reflect the Client's additional obligations regarding special categories of data (Art. 9 GDPR) and, where applicable, national ID numbers/CNP (Law No. 190/2018):

• Medical / Healthcare (Art. 9 GDPR — sensitive data)
• Regulated financial services (banks, insurance, credit)
• Legal services (attorneys, notaries)
• Betting and gambling
• Procurement of adult or pharmaceutical products

AI compliance

• Using the agent as a decision-making tool with legal effect on callers (prohibited for high-risk use without authorization)
• Creating agents that emotionally manipulate or use subliminal techniques
• Concealing the agent's AI nature from callers (Vocalyy discloses this automatically at the start of the call, in accordance with Art. 50(1) of Regulation (EU) 2024/1689)
• Use for biometric categorization, social scoring, or facial/voice recognition

9.2 Technical limits

• Reasonable volumes: Use must remain within the reasonable limits of your plan. Exceptional traffic spikes (more than 10x the daily average) may be temporarily rate-limited.
• No mass auto-dialer: Vocalyy is for inbound calls. Use for mass outbound calling requires prior approval.
• Phone numbers: Use only phone numbers provided or authorized by Vocalyy. Number spoofing is strictly prohibited.

9.3 Reporting abuse

If you notice violations of this policy (by other users or internally), report them to abuse@vocalyy.ro.

9.4 Sanctions

Depending on severity:

• Warning: for minor violations, first occurrence
• Temporary suspension: 24h-30 days, for investigation
• Immediate termination: for serious violations (fraud, spam, illegal activity)
• Notification of authorities: ANSPDCP, ANCOM, Police — for legal violations
• Recovery of damages: Vocalyy may claim damages for use of the Service that is detrimental to our reputation or that of other users

No refunds are given for accounts suspended or terminated for AUP violations.

10. Intellectual property

• All rights to the Vocalyy platform, software, logo, website content, and our technology belong to Vocalyy SRL.
• For the duration of the subscription, the Client receives a non-exclusive, non-transferable license to use the Service for its own business purposes.
• The Agent's customized content (script, instructions, prompts specific to the Client's business) remains the Client's property. Upon request, we provide a copy of this content upon termination of the contract.

11. Client data and confidentiality

• The processing of personal data is described in the Privacy Policy.
• Vocalyy acts in two distinct legal capacities, depending on the category of data. For the Client's own data (contact person, legal representative, billing data, account/authentication data, commercial communications), Vocalyy is the controller. For Callers' data (the Client's business's customers/patients/prospects), the Client is the controller, and Vocalyy is the processor, processing exclusively on the basis of the Client's documented instructions (Agent configuration, conversation script, purpose of the calls), in accordance with Art. 28 GDPR. The parties sign a Data Processing Agreement (DPA) as part of onboarding.
• Vocalyy does not determine the purposes or legal basis for which the Client collects data about its Callers. The Client, as controller, is responsible for identifying the applicable legal basis (for example, consent, legitimate interest, or performance of a contract), for informing the data subjects (Callers), and for obtaining any necessary consent, including for special category data under Art. 9 GDPR or national ID/CNP data under Law No. 190/2018.
• The Vocalyy dashboard displays the Caller's phone number, call metadata (date, time, duration), and the full transcript of the conversation. The dashboard also displays a "Download audio" button: pressing this button downloads the audio recording directly from ElevenLabs (the AI voice sub-processor) to the Client's own device — Vocalyy's servers do not store and do not have persistent access to the audio file at any point. From the moment of download, the Client becomes the sole controller of that copy of the audio recording and is solely responsible for its security, storage, and any further processing.
• Vocalyy maintains the confidentiality of Client data. We do not share the content of calls, Caller lists, or the Client's business strategies with third parties, except for the sub-processors listed in the Sub-processors List and as required by legal obligations.

12. Limitation of liability

12.1 Provision of the service and obligation of means

The Service is provided "as is". We make reasonable efforts regarding the configuration, maintenance, and connectivity of the Agent, but this is an obligation of means, not an obligation of result: we do not guarantee the total absence of errors, interruptions, or non-compliant responses from the Agent in any given conversation. As stated in section 3, the Agent is a communication tool for the Client's business and has no obligation to prevent, detect, or respond to a medical, legal, or psychological emergency experienced by a Caller during a call. The absence of such an obligation and, where applicable, the lack of a causal link between Vocalyy's conduct and any resulting harm (in accordance with Art. 1357 of the Romanian Civil Code) constitute Vocalyy's defense in such situations — not a contractual exclusion-of-liability clause, which would have no effect for this type of harm (see 12.3).

12.2 Liability cap for commercial claims

• To the extent permitted by law, Vocalyy SRL's aggregate liability to the Client for any commercial or contractual claim related to the Service is limited to the amount of fees paid by the Client in the last 12 months.
• Vocalyy does not guarantee the Client's commercial outcomes (for example, a specific number of appointments, conversions, revenue, or retention of the Client's customers) and is not liable for loss of customers, loss of profit, loss of business opportunity, or other indirect or consequential losses, beyond the cap set out above.
• Service interruptions caused by upstream providers (for example ElevenLabs, Telnyx, Anthropic, or other sub-processors listed in the Sub-processors List) fall under force majeure, in accordance with Art. 1351 of the Romanian Civil Code, and are subject to the same cap set out above (see also section 15, Force majeure).
• Lower-tier plans do not carry a contractual uptime guarantee (see section 13).

12.3 Liability that cannot be excluded or capped

Nothing in these Terms excludes, limits, or caps Vocalyy's liability in the following situations, where Romanian law prohibits or does not permit such a clause:

• Intent (dol) or gross negligence — under Art. 1355(1) of the Romanian Civil Code, liability for material damage caused with intent or gross negligence cannot be excluded or limited by agreement.
• Injury to a person's physical or mental integrity or health — under Art. 1355(3) of the Romanian Civil Code, such liability cannot be removed or reduced by a contractual clause. As explained in 12.1 and in section 3, Vocalyy's defense in connection with events of this kind does not consist of an exclusion clause, but of the absence of an obligation to act as a medical/emergency service and of the lack of a causal link, under Art. 1357 of the Romanian Civil Code.
• Liability toward data subjects under Art. 82 GDPR — a data subject's right (including a Caller's) to compensation for non-compliant processing of their personal data subsists independently of the contractual clauses between Vocalyy and the Client and is not affected by the cap in 12.2.
• GDPR compliance of Vocalyy's sub-processors — under Art. 28(4) GDPR, if a sub-processor fails to meet its data-protection obligations, Vocalyy, as the initial processor, remains fully liable to the Client for that sub-processor's compliance. This liability is distinct from the commercial liability in 12.2: a service interruption caused by a sub-processor may be covered by force majeure and the commercial cap, but that sub-processor's GDPR non-compliance remains Vocalyy's responsibility.

12.4 Special categories of data and national ID/CNP numbers in transcripts

Because conversation transcripts may contain, depending on the Client's field of activity, special category data (for example health data, in the case of medical or dental clients) or national ID/CNP numbers, the Client, as controller, warrants that it holds a valid legal basis under Art. 9 GDPR and, where applicable, meets the requirements of Law No. 190/2018 for processing such data. Vocalyy processes this data exclusively on the basis of the Client's documented instructions and applies appropriate security and retention measures, in accordance with the Retention Policy.

13. Availability and SLA

• For the Starter and Professional plans, Vocalyy makes reasonable efforts to keep the Service available 24/7. There is no contractual SLA.
• The Premium plan includes a 99.9% monthly availability SLA. In the event of non-compliance, the Premium Client is entitled to a credit on the following month, in accordance with the amounts published in the Plan details.
• Scheduled maintenance is announced at least 48 hours in advance and, where possible, takes place outside peak hours.

14. Changes to the service and terms

• We may update the Service (features, technical limits). Materially unfavorable changes are announced at least 30 days in advance.
• These Terms may be updated. We will announce changes by email and/or on the site at least 30 days before they take effect. Continued use of the Service after that date constitutes acceptance.

15. Force majeure

Under Art. 1351 of the Romanian Civil Code, neither party is liable for failure to perform its obligations caused by force majeure — an external, unforeseeable, absolutely unavoidable and inevitable event — or by a fortuitous event. This category includes, without limitation: natural disasters, war, large-scale cyberattacks, government decisions, as well as interruptions or unavailability caused by Vocalyy's upstream providers (for example ElevenLabs, Telnyx, Anthropic, or other cloud infrastructure sub-processors), to the extent such events meet the conditions for force majeure. The affected party will notify the other party as soon as reasonably possible and will make reasonable efforts to limit the effects.

16. Governing law and dispute resolution

• These Terms are governed by Romanian law.
• In the event of any dispute, the parties will attempt to resolve it through direct negotiation within 30 days.
• If negotiation fails, the dispute will be settled by the competent courts in Bucharest, Romania.
• Consumers (where applicable) are entitled to alternative dispute resolution through the EU's ODR platform: ec.europa.eu/consumers/odr.

17. Contact

Vocalyy SRL — agent@vocalyy.ro

This document was drafted with computer assistance based on information available at the time of drafting and does not constitute legal advice from a licensed attorney. Vocalyy SRL recommends that this document be reviewed by an attorney specializing in data protection before publication, signature, or use in client relationships.