Terms and Conditions, CallMerlin

In these General Terms and Conditions, the following terms shall have the meanings set out below: a) "CallMerlin" or "we": Small Guy B.V., registered in Breda, the Netherlands, registered with the Chamber of Commerce (KvK: 70358729), trading under the name CallMerlin. b) "Platform": the SaaS application (Software as a Service) developed and operated by CallMerlin, accessible via callmerlin.app, including the dashboard, the AI voice assistant ("Merlin"), telephone numbers, the embeddable voice widget, APIs and all other features and modules. c) "User": any natural person or legal entity who creates an account on the Platform, regardless of whether they subscribe to a paid plan. This includes Agencies. d) "Agency": a User who uses the Platform to set up, manage or operate voice assistants on behalf of or for the benefit of third parties (End Clients). e) "End Client": a natural person or legal entity to whom an Agency provides services via the Platform. f) "Connected Service": a third-party application, SaaS tool or system that the User links to the Platform (for example via API keys or OAuth) so that the voice assistant can retrieve information from it or perform actions in it. g) "Caller": any person who interacts with the User's voice assistant, by telephone or via the embeddable voice widget. h) "PIN User": a person (such as an employee of the User) to whom the User grants access to the voice assistant by means of a personal PIN code. i) "Subscription": the periodic license chosen by the User to use the Platform, in a specific plan (Starter, Professional or Business) with corresponding limits and features. j) "AI Services": all artificial intelligence-based features of the Platform, including but not limited to: the AI voice assistant, speech recognition and transcription, intent recognition, action execution in Connected Services, and AI-generated summaries. k) "Data Processing Agreement" or "DPA": the Data Processing Agreement as referred to in Article 28(3) GDPR, which forms an integral part of these Terms as a separate document. l) "GDPR": Regulation (EU) 2016/679 of the European Parliament and of the Council (General Data Protection Regulation).

2.1. These General Terms and Conditions apply to every offer by CallMerlin, to every agreement between CallMerlin and the User, and to every use of the Platform. 2.2. By creating an account, checking the checkbox during registration, or by actual use of the Platform, the User expressly and irrevocably accepts these Terms. 2.3. The applicability of any purchasing or other terms and conditions of the User is expressly rejected, unless otherwise agreed in writing. 2.4. If an Agency offers the Platform to End Clients, the Agency is solely responsible for drafting and enforcing its own terms and conditions towards those End Clients. The Agency indemnifies CallMerlin against any claim from an End Client arising from the absence or inadequacy of such terms. 2.5. If any provision of these Terms is found to be null and void or voidable, this shall not affect the validity of the remaining provisions. The parties shall consult to establish a replacement provision that approximates the intent of the original provision as closely as possible.

3.1. To use the Platform, the User must create an account by providing at least a valid email address, a company name, and a secure password. 3.2. The User warrants the accuracy and completeness of the information provided and shall promptly update it if changes occur. 3.3. The User must be at least 18 years old, or be authorized to act on behalf of the legal entity they represent. 3.4. The User is fully responsible for all activities occurring under their account, including activities of employees, PIN Users, agents, and End Clients to whom the User has granted access. 3.5. The User shall take appropriate measures to prevent unauthorized access to their account, including the use of a strong password and, where available, two-factor authentication (2FA). 3.6. In the event of (suspected) unauthorized use of the account, the User shall immediately notify CallMerlin at support@callmerlin.app.

4.1. The Platform is offered in various subscription plans (Starter, Professional, Business), each with specific features, limits, and pricing as listed on the Platform's pricing page. 4.2. Subscriptions are entered into for an indefinite period with a billing period of one month or one year, at the User's choice. 4.3. All prices are in euros, exclusive of value-added tax (VAT) and any other government-imposed levies, unless expressly stated otherwise. 4.4. Payment is made in advance through the payment provider Stripe, Inc. The User authorizes CallMerlin to periodically collect the subscription amount via the provided payment method. Usage-based charges (such as additional call minutes or telephone numbers) may be billed in arrears as metered charges on the same invoice. 4.5. In the event of late payment, the User shall be in default by operation of law. After two failed collection attempts, the account will be suspended. After a third failed attempt, CallMerlin reserves the right to terminate the agreement with immediate effect. 4.6. The User may upgrade to a higher plan at any time. The change takes effect immediately; the already paid amount for the current period will be prorated. 4.7. Downgrading to a lower plan is possible at the end of the current billing period. Features not included in the lower plan will be deactivated at that time. 4.8. Refunds for monthly subscriptions are not granted after the start of the billing period. For annual subscriptions, the User may submit a refund request within 14 days of the start, provided the Platform has not been substantially used during that period. 4.9. CallMerlin reserves the right to modify prices. Price changes will be announced at least 30 days in advance by email and will take effect from the next billing period following the notification.

5.1. CallMerlin may offer a free trial period of up to 7 days. During the trial, the User has access to the features of the chosen plan. 5.2. After the trial period, the account is automatically converted to a paid subscription, provided the User has entered a payment method. Without a payment method, the account becomes read-only. 5.3. The User may cancel the account at any time during the trial period at no cost.

6.1. CallMerlin grants the User a non-exclusive, non-transferable, revocable right to use the Platform for the duration of the Subscription. 6.2. The User may use the Platform solely in accordance with these Terms, applicable laws and regulations, and the reasonable instructions of CallMerlin. 6.3. The User is prohibited from: a) using the Platform for unlawful or criminal activities; b) making or facilitating unsolicited, automated or misleading telephone calls (robocalls, spam, vishing, caller-ID spoofing); c) using the voice assistant to record or monitor conversations in violation of applicable recording and wiretapping laws; d) distributing malware, viruses, or other harmful software via the Platform; e) infringing on the intellectual property rights of third parties; f) reverse-engineering, decompiling, or otherwise attempting to derive the source code of the Platform; g) deploying automated processes (bots, scrapers) that unreasonably burden the Platform; h) circumventing the multi-tenant isolation or attempting to access data of other Users; i) using the Platform in a manner that is discriminatory, offensive, threatening or otherwise contrary to public order or decency. 6.4. CallMerlin reserves the right to, without prior notice: a) block calls, telephone numbers or configurations that violate this article; b) suspend the User's account in case of (suspected) violation; c) terminate the agreement with immediate effect in case of serious or repeated violation.

7.1. Telephone numbers made available via the Platform are provisioned through licensed telecommunications carriers. The numbers remain the property of the carrier or the national numbering authority; the User obtains a right of use for the duration of the Subscription. 7.2. The User shall provide accurate and complete information required for number registration (such as business name and address), where required by the carrier or the national regulator. 7.3. NO EMERGENCY CALLS: the Platform and the telephone numbers provided are not suitable for and may not be used for emergency calls (such as 112 or 911). The User shall ensure that Callers and PIN Users have access to an alternative means of contacting emergency services and, where relevant, shall inform them of this limitation. 7.4. The User is responsible for compliance with all telecommunications regulations applicable to their use, including rules on call recording, caller identification and unsolicited communications (including do-not-call registers) in the jurisdictions in which they operate. 7.5. Upon termination of the Subscription, the right to use the telephone numbers expires. Where technically and legally possible, CallMerlin will reasonably cooperate with porting a number at the User's request.

8.1. The Platform allows the User to link Connected Services so that the voice assistant can retrieve information from them and perform actions in them (such as creating appointments, tickets or records). 8.2. The User warrants that they are authorized to link the Connected Service and that such linking and the resulting processing do not violate the terms of the Connected Service. 8.3. Credentials of Connected Services (API keys, OAuth tokens) are stored encrypted. The User can revoke a connection at any time via the dashboard. 8.4. By configuring a Connected Service, the User instructs CallMerlin to execute, via the voice assistant, the actions requested by Callers or PIN Users within that Connected Service. The User is responsible for limiting the scope of the connection (e.g. permissions, accessible data) to what is necessary. 8.5. CallMerlin is not responsible for the availability, correctness or behavior of Connected Services, nor for damage caused by changes to their APIs or terms.

9.1. Each subscription plan has specific limits for, among other things, the number of connections, telephone numbers, PIN Users, call minutes and AI credits. 9.2. The limits listed on the pricing page constitute Fair Use limits. Incidental, marginal overages will not be immediately restricted, but in case of structural overuse, CallMerlin reserves the right to request the User to upgrade to a higher plan or to bill the additional usage. 9.3. AI Services use tokens or credits. The monthly allowance per plan is listed on the pricing page. Unused credits expire at the end of the billing period and are non-transferable.

10.1. The Platform offers various AI Services, including the AI voice assistant, speech recognition and transcription, intent recognition, automatic action execution in Connected Services and AI-generated summaries. 10.2. AI-generated output is based on statistical language models and may contain factual inaccuracies, incompleteness, or biases. CallMerlin does not guarantee the accuracy, completeness, or suitability of AI output for any specific purpose. 10.3. The User is fully responsible for reviewing, verifying, and approving AI-generated output and actions performed by the voice assistant in Connected Services. 10.4. AI Services do not constitute professional advice. AI output shall not be considered legal, medical, financial, tax, or other professional advice. 10.5. The voice assistant transcribes calls for quality improvement and functional processing (such as scheduling appointments and executing actions). Audio files are not retained. The User is responsible for informing Callers that they are interacting with an AI system, in compliance with the EU AI Act transparency requirements. 10.6. CallMerlin uses third-party AI models (sub-processors). Personal data processed in AI requests falls under the Data Processing Agreement. CallMerlin exclusively contracts with AI providers that offer an opt-out for using customer data for model training. 10.7. Additional provisions are set out in the AI Disclaimer, which forms an integral part of these Terms as a separate document.

11.1. All intellectual property rights in the Platform, the underlying software, documentation, the CallMerlin brand, and the templates and components developed by CallMerlin vest exclusively in CallMerlin (Small Guy B.V.) or its licensors. 11.2. The User retains all intellectual property rights in the data, configurations and content they create or upload via the Platform. 11.3. The User grants CallMerlin a limited, non-exclusive, royalty-free license to use such data solely to the extent necessary for providing the Service (storage, processing, backups, AI processing). 11.4. Regarding AI-generated output: the intellectual property status of AI-generated works under Dutch and European law has not been fully settled. CallMerlin makes no claim to AI-generated output produced at the User's request. The User accepts that similar output may also be generated for other users and that exclusivity cannot be guaranteed. 11.5. The User may not use the CallMerlin brand, logo, or trade name without prior written consent.

12.1. CallMerlin processes personal data in accordance with the GDPR and the Dutch GDPR Implementation Act (UAVG). A full overview of processing activities is set out in the Privacy Policy. 12.2. Insofar as CallMerlin processes personal data on behalf of the User (as processor on behalf of the controller), for example data of Callers, PIN Users or data in Connected Services, the Data Processing Agreement (DPA) applies. This forms an integral part of these Terms. 12.3. Personal data is primarily stored and processed within the European Union, in the Google Cloud region europe-west4 (Eemshaven, the Netherlands). For AI services (xAI Grok), chat messages, voice/transcripts and related content may be transferred to xAI, Inc. in the United States for inference, under a data processing agreement and Standard Contractual Clauses, as described in the Privacy Policy. 12.4. CallMerlin has implemented appropriate technical and organizational measures, including: a) TLS 1.3 encryption for data in transit; b) AES-256 encryption for data at rest, including credentials of Connected Services; c) daily automated backups; d) strict access control based on the least-privilege principle; e) multi-tenant data isolation per account; f) logging and monitoring of all access to personal data. 12.5. In the event of a data breach that is likely to pose a risk to the rights and freedoms of data subjects, CallMerlin shall notify the User without undue delay, and no later than 48 hours after discovery.

13.1. All payments are processed by Stripe, Inc. and/or Stripe Payments Europe, Ltd. CallMerlin does not store credit card or bank details; these are exclusively processed and stored by Stripe in accordance with PCI-DSS Level 1. 13.2. Upon cancellation of a subscription, access to paid features ends at the end of the current billing period. The User retains access to their data in accordance with Article 15.

14.1. CallMerlin strives for Platform availability of 99.9% on an annual basis, measured excluding planned maintenance. 14.2. CallMerlin is entitled to temporarily take the Platform out of service for maintenance, updates, or security patches. Planned maintenance will, where reasonably possible, be announced at least 24 hours in advance and preferably performed outside business hours (CET/CEST). 14.3. CallMerlin does not guarantee uninterrupted or error-free operation of the Platform. The Platform is provided "as is" and "as available." 14.4. CallMerlin is not liable for damage resulting from unavailability caused by circumstances beyond its reasonable control, including but not limited to: outages at Google Cloud Platform, Cloudflare, Stripe, telecommunications carriers or AI providers, DDoS attacks, natural disasters, government measures, or failure of telecommunications infrastructure.

15.1. The agreement is entered into for an indefinite period and may be terminated by either party. 15.2. The User may cancel their subscription at any time via the account settings or by email to support@callmerlin.app. The cancellation takes effect at the end of the current billing period. 15.3. CallMerlin may terminate the agreement with immediate effect if: a) the User acts in violation of these Terms and fails to remedy this within 14 days of written notice; b) the User is declared bankrupt, applies for a moratorium on payments, or otherwise ceases to exist; c) the User uses the Platform for unlawful activities. 15.4. After termination, the User retains the ability to export their data (including call transcripts and configurations) for 30 days. 15.5. After the 30-day export period, all data of the User will be irrevocably deleted, unless legal retention obligations apply. Telephone numbers are released in accordance with Article 7.5. 15.6. Provisions intended by their nature to survive termination (including intellectual property, limitation of liability, indemnification, and applicable law) shall remain in full force and effect after termination.

16.1. The total liability of CallMerlin for an attributable failure in the performance of this agreement, or from tort or otherwise, is limited per event or series of related events to the amount the User has paid to CallMerlin in the twelve (12) months immediately preceding the event giving rise to the damage, with a maximum of €10,000 (ten thousand euros). 16.2. CallMerlin is never liable for: a) indirect damage, including consequential loss, lost profits, lost revenue, missed savings, loss of data, or reputational damage; b) damage resulting from the use of AI-generated output or actions performed by the voice assistant, including incorrect information, missed or incorrectly scheduled appointments, or incorrectly executed actions in Connected Services; c) damage resulting from the unavailability of telephony services or the inability to make emergency calls (Article 7.3); d) damage resulting from acts or omissions of End Clients, PIN Users or Callers; e) damage resulting from unavailability of the Platform in accordance with Article 14; f) damage resulting from changes to third-party services (Stripe, Google Cloud, telecommunications carriers, AI providers, Connected Services). 16.3. The User indemnifies CallMerlin against all third-party claims (including End Clients and Callers) related to the User's use of the Platform, including claims regarding intellectual property rights, privacy violations, unlawful telephone communications, or damage caused by the User's configurations. 16.4. The limitations in this article do not apply to damage caused by intentional misconduct or deliberate recklessness on the part of CallMerlin's management, nor to liability that cannot be excluded under mandatory law.

17.1. CallMerlin is not obligated to fulfill any obligation if it is prevented from doing so by a circumstance not attributable to its fault and for which it is not accountable by law, legal act, or generally accepted standards. 17.2. Force majeure includes but is not limited to: internet outages or inaccessibility, hosting provider failures (Google Cloud Platform, Cloudflare), telecommunications carrier failures, power failures, DDoS attacks, cyber incidents, natural disasters, epidemics, government measures, strikes, war, and terrorism. 17.3. If the force majeure continues for more than 60 days, either party is entitled to terminate the agreement in writing.

18.1. Both parties undertake to maintain confidentiality of all confidential information received from each other in the context of the agreement. Information is considered confidential if so communicated by the other party or if this reasonably follows from the nature of the information. 18.2. This confidentiality obligation does not apply to information that: a) was already public at the time of receipt; b) was independently developed by the receiving party; c) must be disclosed by legal obligation.

19.1. CallMerlin reserves the right to amend or supplement these Terms. 19.2. Changes will be announced at least 30 days in advance by email to the email address registered with the account. 19.3. If the User does not agree with the changes, they may cancel the subscription before the effective date of the new terms. Continued use of the Platform after the effective date constitutes tacit acceptance. 19.4. Changes that are solely beneficial to the User (such as expansion of features or price reductions) may be implemented without prior notice.

20.1. These Terms and all agreements arising from them are exclusively governed by the laws of the Netherlands. 20.2. All disputes arising from or in connection with these Terms or the use of the Platform shall be exclusively submitted to the competent court in the district of Zeeland-West-Brabant. 20.3. Before submitting a dispute to the court, the parties shall endeavor to resolve the dispute amicably. The parties shall allow a period of 30 days after written notification of the dispute for this purpose. 20.4. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply. 20.5. The Dutch-language version of these Terms shall prevail. Translations are for information purposes only.

21.1. The User may not transfer their rights and obligations under this agreement to a third party without the prior written consent of CallMerlin. 21.2. The failure by CallMerlin to exercise any right under these Terms shall not constitute a waiver of that right. 21.3. Notices under these Terms shall be made by email to the address registered with the account (for the User) or to legal@callmerlin.app (for CallMerlin). 21.4. These Terms, together with the Privacy Policy, the Data Processing Agreement, the Agency Terms (if applicable), and the AI Disclaimer, constitute the entire agreement between the parties and supersede all prior agreements and arrangements.