Terms and Conditions

This Appendix 1 ("Terms and Conditions") forms an integral part of the Agreement entered into between Ringely AB ("Ringely") and the Customer (each a "Party" and collectively the "Parties"), and governs the Parties' rights and obligations with respect to the provision and use of the Services under the Agreement.

1. Definitions

• "Access Point" – The technical point(s) at which Ringely provides access to the Services via the public internet or relevant telecommunications infrastructure, unless otherwise agreed in writing.
• "Agreement" – The Master Service Agreement, including all appendices, amendments, and referenced documents, entered into between Ringely and the Customer.
• "Customer" – The legal entity purchasing or utilizing the Services as set forth in the Agreement.
• "Customer Data" – Data, records, call lists, call scripts, call recordings, usage analytics, or any other materials (excluding personal data) uploaded, inputted, or otherwise submitted by the Customer or its Users to the Services.
• "Effective Date" – The date on which this Agreement enters into force.
• "GDPR" – Regulation (EU) 2016/679 (General Data Protection Regulation) and any relevant national implementing legislation.
• "Platform" – Ringely's proprietary AI-based outbound calling system, including all software, integrations, and user interfaces provided as a service.
• "Services" – The automated AI-driven outbound calling, telephony, analytics, and related business solutions as further specified in the Agreement.
• "Third Party Software" – Any software component not owned by Ringely but licensed or otherwise utilized in the performance or rendering of the Services.
• "User" – Any natural person authorized by the Customer to access and use the Services in accordance with the Agreement.
• "SCC" – The Arbitration Institute of the Stockholm Chamber of Commerce.

2. Ringely's Obligations

• 2.1. Ringely shall deliver the Services commencing from the Effective Date and in accordance with the terms and specifications of the Agreement.
• 2.2. Ringely is entitled to engage subcontractors for provision or support of the Services. Responsibilities for subcontractors' acts or omissions are as stipulated in the Agreement.

3. Customer's Obligations

• 3.1. The Customer is responsible for ensuring proper configuration, integration, and connectivity to the Access Point, including compliance with technical and security requirements.
• 3.2. The Customer bears sole responsibility for the legality, accuracy, and integrity of Customer Data, including but not limited to obtaining any required consents for outbound calling and compliance with applicable telemarketing, privacy, and data protection laws. The Customer warrants that it has obtained all necessary prior express written consent for marketing calls, or prior express consent for informational calls, in accordance with applicable telemarketing laws and regulations, and maintains adequate documentation of such consents.
• 3.3. The Customer shall ensure that all Users maintain confidentiality of login credentials and follow appropriate security protocols.
• 3.4. The Customer shall promptly notify Ringely of any unauthorized access to or misuse of the Services.
• 3.5. The Customer warrants that all usage of the Services will comply with all applicable statutes, regulations, regulatory guidance, and industry standards, including those relating to automated calling, consent, marketing communications, and data processing.
• 3.6. The Customer acknowledges that the Services utilize artificial intelligence technology to generate or assist with voice communications and calling workflows. The Customer is solely responsible for ensuring that any calls made using the Services meet applicable transparency and disclosure requirements, including any obligation to inform call recipients that AI technology is being used.
• 3.7. The Customer shall implement and honor all opt-out and "do-not-contact" requests without undue delay and in accordance with applicable law. The Customer is responsible for maintaining and updating internal suppression lists and for scrubbing call lists against any applicable national or industry do-not-call or opt-out registers before such lists are uploaded to, or used with, the Services.

4. Rights of Use and Restrictions

• 4.1. Subject to the Customer's compliance with the Agreement, Ringely grants the Customer a non-exclusive, non-transferable, and time-limited license to utilize the Services solely for internal business operations during the term of the Agreement.
• 4.2. The Customer may not, without Ringely's written consent: (i) copy, market, resell, sublicense, or otherwise distribute any component of the Services; (ii) permit use of the Services by individuals or entities other than authorized Users; or (iii) use the Services in any manner likely to cause harm, infringement of third-party rights, or to otherwise breach applicable law.
• 4.3. The Customer shall designate and manage active Users, ensuring the number does not exceed the quantity of licenses purchased.
• 4.4. The Customer is fully responsible for all acts or omissions of its Users.
• 4.5. The Customer shall comply with all written instructions or updates from Ringely and with applicable third-party terms regarding Third Party Software, if any.
• 4.6. Unless agreed otherwise in writing, Ringely is entitled to reference the Customer and its logo in marketing and sales materials. The Customer may withdraw this consent for future use by written notice, subject to reasonable transition time for removal from existing materials.
• 4.7. The Customer is responsible for ensuring that Customer Data does not infringe any legally protected interest of a third party, including intellectual property rights and privacy rights.

5. Suspension and Termination of Service

• 5.1. Ringely may, with immediate effect, suspend or limit access to the Services if: (i) the Customer or any User uses the Services unlawfully, unethically, or in violation of third-party rights; (ii) there is unauthorized or harmful interference with the Services or Platform; or (iii) such suspension is necessary to comply with applicable law or a governmental/regulatory request.
• 5.2. In such event, Ringely will, to the extent permitted by law, notify the Customer of the suspension and reasons therefor.

6. Contact Persons

Each Party shall appoint a designated contact for communication regarding the Agreement.

7. Intellectual Property Rights

• 7.1. All intellectual property rights, including software, documentation, and technology used to deliver or support the Services, are and remain the exclusive property of Ringely or its licensors. No rights are assigned or transferred except as expressly stated.
• 7.2. The Customer retains all rights to Customer Data.

8. Customer Data

• 8.1. The Customer is solely responsible for all Customer Data, including compliance with applicable law and the indemnification of Ringely from third-party claims arising from such data or the Customer's use of the Services.
• 8.2. Upon termination, Ringely will, upon written request by the Customer within sixty (60) days, provide for the return or deletion of Customer Data, unless legal requirements mandate retention. Thereafter, Ringely may irreversibly delete Customer Data.
• 8.3. Call recordings and related metadata may be retained for quality assurance, Service improvement, legal compliance, and dispute resolution for a period specified in the Agreement or, in the absence of such specification, for a commercially reasonable period, unless otherwise required by law or requested for deletion in accordance with Section 8.2.

9. Personal Data

• 9.1. Where Ringely processes personal data on behalf of the Customer, Ringely acts as data processor and the Customer as data controller, in accordance with a separate Data Processing Agreement (Appendix 2).
• 9.2. The Customer undertakes not to include sensitive personal data in the Services unless explicitly allowed and regulated in the Data Processing Agreement.
• 9.3. Ringely's privacy practices for business customers are detailed in the Privacy Notice available on Ringely's website.
• 9.4. The Customer is responsible for distinguishing, where relevant, between business-to-business (B2B) and business-to-consumer (B2C) calling campaigns and for ensuring an appropriate legal basis (such as consent, legitimate interest, or contractual necessity) for each category of data subject and each type of processing.
• 9.5. To the extent the Services process voice data for analytics or identification purposes, the Customer warrants that any required consents or other legal bases for processing potential biometric or voice-related data have been obtained in accordance with applicable law.

10. Confidentiality

• 10.1. Each Party shall treat all confidential or proprietary information obtained in connection with the Agreement as strictly confidential and not disclose it to any third party except as required by law or as necessary for the performance of the Agreement, subject to equivalent confidentiality obligations.
• 10.2. Confidentiality obligations survive termination of the Agreement.

11. Limitation of Liability

• 11.1. Unless otherwise expressly stipulated herein, the Services are provided "as is" and "as available." Ringely disclaims any warranties, express or implied, to the fullest extent permitted by law.
• 11.2. Ringely's aggregate liability, whether under contract, tort, or otherwise, is limited per calendar year to a sum not exceeding fifteen percent (15%) of the annual fees paid for the Services.
• 11.3. Neither Party is liable for loss of profits, indirect damages, or consequential losses.
• 11.4. The Customer acknowledges that regulatory compliance for outbound calling, marketing, and consent is primarily the Customer's responsibility. Any fines, penalties, or claims arising from the Customer's unlawful use of the Services shall be borne by the Customer, subject to any mandatory provisions of applicable law.

12. Force Majeure

Neither Party shall be liable for failure or delay in performance when such is wholly or partly due to circumstances beyond that Party's reasonable control, including but not limited to cyberattacks, natural disasters, regulatory restrictions, or interruption of telecommunications networks.

13. Notices

All notices, demands, or other communications required or permitted under this Agreement shall be in writing and delivered to the Parties' designated contact persons either by registered mail, courier, or email, and shall be deemed received as specified in the Agreement.

14. Changes to the Agreement and Services

Ringely reserves the right to amend these Terms and Conditions and/or modify the Services. Material changes (meaning changes that significantly affect the scope, price, or core functionality of the Services or the Parties' rights and obligations) shall be notified to the Customer not less than thirty (30) days before they become effective. Minor changes, such as clarifications, editorial changes, or updates required by law, may take effect without prior notice or with a shorter notice period. If the Customer declines material changes, the Customer may terminate the Agreement by written notice prior to their effective date.

15. Severability

If any provision of these Terms and Conditions is deemed invalid, the remaining provisions shall remain in force. The invalid provision shall be replaced with a valid provision that best reflects the Parties' original intent.

16. Assignment

Neither Party may assign the Agreement or rights and obligations hereunder without prior written consent from the other Party. Notwithstanding the foregoing, Ringely may assign or transfer the Agreement to an affiliate, or as part of a merger, acquisition, or similar corporate transaction, without the Customer's consent.

17. Governing Law and Dispute Resolution

• 17.1. This Agreement shall be governed by and construed in accordance with the laws of Sweden, without regard to conflict of law principles.
• 17.2. Any dispute, controversy, or claim arising out of or relating to this Agreement shall be finally resolved by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (SCC). The seat of arbitration shall be Stockholm, Sweden. The language of arbitration and related documentation shall be English.

18. Audit and Compliance Records

• 18.1. The Customer shall maintain appropriate records of consents, opt-outs, call logs, and other compliance-related documentation in connection with its use of the Services for a reasonable period, and at least for any minimum period required by applicable law.
• 18.2. Where necessary to handle a regulatory inquiry or legal claim relating to the Services, the Customer shall, to a reasonable extent and subject to confidentiality obligations, cooperate with Ringely and provide relevant documentation demonstrating compliance with applicable outbound calling and data protection rules.