Terms of Service

Effective date: 8 May 2026 Last updated: 8 May 2026

These Terms of Service ("Terms") govern access to and use of the websites, products and services provided by Criollo Cloud Ltd ("Criollo Cloud", "we", "us", "our"), including the Vibe Caller voice AI platform. Vibe Caller is a trading name of Criollo Cloud Ltd. These Terms apply to both criollocloud.com and vibecaller.app, and to any associated subdomains, applications, dashboards and APIs (together, the "Services").

By creating an account, signing an order form, or otherwise accessing or using the Services, you agree to be bound by these Terms. If you are entering into these Terms on behalf of an organisation, you represent that you have authority to bind that organisation, and "Customer" or "you" means that organisation.

If you do not agree to these Terms, do not access or use the Services.

1. Definitions

In these Terms:

• "Account" means the Customer's account on the Services.
• "Affiliate" means any entity that controls, is controlled by, or is under common control with a party.
• "Authorised User" means an individual employee, contractor or agent of the Customer who is permitted by the Customer to use the Services on its behalf.
• "Call Data" means any audio recordings, transcripts, AI-derived outputs, function-call parameters and results, metadata and other data generated or processed in the course of calls handled by the Services on behalf of the Customer.
• "Customer Content" means all configuration, prompts, scripts, knowledge base content, contact lists, phone numbers, integrations, branding, and other materials uploaded, configured or otherwise provided to the Services by or on behalf of the Customer, together with all Call Data.
• "Documentation" means the user guides, technical documentation and policies that we make available for the Services from time to time.
• "End-User" means any natural person who interacts with the Services indirectly through a voice AI assistant configured by the Customer (for example, a person called by, or who calls into, a Vibe Caller assistant).
• "Fees" means the fees payable for the Services, as set out in the applicable Order Form, on our pricing page, or otherwise agreed in writing between the parties.
• "Order Form" means an ordering document or online subscription flow specifying the Services, Fees and any Subscription Term.
• "Subscription Term" means the period for which Customer has subscribed to the Services as set out in the applicable Order Form.

2. The Services

Subject to these Terms and payment of the Fees, Criollo Cloud grants the Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Term, solely for the Customer's internal business purposes and through its Authorised Users.

We may modify, enhance or change the Services from time to time, provided that we will not materially degrade the core functionality of any Services for which Customer has an active paid subscription without reasonable prior notice.

3. Accounts and Authorised Users

To use the Services, the Customer must create an Account and provide accurate, current and complete information. The Customer is responsible for:

• maintaining the confidentiality of all credentials associated with the Account;
• all activities that occur under the Account, whether or not authorised by the Customer;
• ensuring that each Authorised User is bound by terms at least as protective as these Terms; and
• promptly notifying us of any unauthorised access or other suspected security incident affecting the Account.

We may, on reasonable notice, require the Customer to deactivate or change credentials that we reasonably believe have been compromised.

4. Customer responsibilities

The Customer is responsible for, and warrants that it will:

• comply with all applicable laws, regulations and codes of practice when configuring and operating the Services, including those relating to telecommunications, electronic communications, marketing, consumer protection, privacy and data protection;
• obtain and maintain all consents, permissions, licences and notices required for the Services to be used as configured, including any consent to record and transcribe calls;
• ensure that any phone numbers loaded into the Services are accurate, that the Customer has the right to call those numbers, and that the calls comply with do-not-call and screening obligations in the relevant jurisdiction;
• ensure that any Customer Content uploaded to the Services is accurate and that the Customer has all necessary rights to provide it; and
• supervise its Authorised Users' use of the Services and remain responsible for their acts and omissions.

The Customer acknowledges that the Services rely on third-party providers (including telephony carriers, language model providers and cloud infrastructure). Performance, availability and quality may depend in part on those providers and on factors outside our control.

5. Acceptable Use Policy

The Customer must not, and must not permit any Authorised User or End-User to, use the Services to:

• Make outbound calls without proper consent. Place outbound calls or send outbound voice messages to any individual without all consents required by applicable law (including UK PECR, EU ePrivacy, the US TCPA and equivalent regimes), call numbers registered on do-not-call or telephone-preference registers where prohibited, or call outside the calling hours permitted by applicable law.
• Impersonate or deceive. Configure assistants that misrepresent themselves as a specific real human, as another company or brand, as a public authority, or that fail to disclose, when reasonably asked, that the End-User is speaking with an automated AI assistant.
• Operate in regulated verticals without safeguards. Use the Services to provide medical advice, legal advice, regulated financial advice, debt collection, political campaigning, lottery or gambling promotion, or other regulated activities, unless the Customer warrants in writing that it holds all necessary authorisations, that the configuration meets applicable regulatory requirements, and that suitable human oversight is in place.
• Clone real voices without consent. Use voice-cloning, voice-conversion or similar technology to imitate any real person's voice without that person's documented and informed consent, or in a way that infringes any publicity, performer's, moral or other right.
• Engage in unlawful, harmful or abusive activity, including fraud, harassment, threats, intimidation, hate speech, sexual content involving minors, or content designed to incite violence or self-harm.
• Attempt to defeat security or rate limits, including by reverse engineering, decompiling, probing, scanning or testing the vulnerability of the Services other than under a written authorised testing programme with us.
• Interfere with or disrupt the integrity, performance or operation of the Services, including by introducing malicious code, sending spam, or exceeding documented usage limits.
• Resell, white-label, or grant access to the Services to any third party except through the Customer's own End-Users in the ordinary course of using the Services for the Customer's business.
• Use the Services to develop a competing service, or to benchmark against our offerings for the purpose of building a competing product.

We may suspend or terminate the Services in accordance with section 11 if we reasonably believe the Customer is in breach of this section.

6. Customer Content and Call Data

As between the parties, the Customer owns all right, title and interest in and to the Customer Content, including the Call Data. The Customer grants Criollo Cloud a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, transcribe, analyse, generate AI outputs from, and otherwise process Customer Content solely as necessary to:

• provide, maintain, secure and support the Services;
• enable the integrations and workflows the Customer has configured;
• comply with the Customer's lawful instructions;
• produce aggregated and de-identified statistics that do not identify the Customer or any individual; and
• comply with applicable law.

We will not use Customer Content to train our own foundation models, and we will use commercially reasonable efforts to ensure that our model and infrastructure providers do not train their general-purpose models on Customer Content. The Customer is responsible for the lawfulness of the Customer Content and for any third-party rights in it.

The Customer may, during the Subscription Term, configure retention periods for Call Data within the limits supported by the Services. On termination, we will handle Customer Content in accordance with section 11.4.

7. Fees, billing and taxes

Unless otherwise stated in an Order Form, the Services are provided on a monthly subscription plus usage basis:

• Subscription Fees. A monthly recurring fee for the plan selected by the Customer. Subscription Fees are billed monthly in advance and are non-refundable except as expressly stated in these Terms.
• Usage Fees. Variable fees based on actual usage (for example, per minute of call audio, per call, per phone number, per concurrent assistant, or per message), measured by our systems and billed monthly in arrears.
• Currency and pricing. Fees are quoted exclusive of VAT and other applicable taxes, which the Customer will pay in addition. Prices are in pounds sterling (GBP) unless an Order Form states otherwise.
• Payment. Invoices are payable by the due date stated on the invoice (and otherwise within 14 days of issue). Where the Customer has authorised payment by card or direct debit, we may take payment automatically when due.
• Late payment. We may charge interest on overdue amounts at the rate set out in the Late Payment of Commercial Debts (Interest) Act 1998, and we may suspend the Services for non-payment in accordance with section 11.
• Disputed amounts. The Customer must notify us in writing of any good-faith dispute about an invoice within 14 days of the invoice date, otherwise the invoice is deemed accepted.
• Price changes. We may change Subscription Fees or Usage Fees on no less than 30 days' notice. Changes take effect at the start of the next monthly billing period after the notice period expires. The Customer may terminate the affected Services without penalty by giving notice before the change takes effect.

8. Trials and beta features

We may, from time to time, offer free trials, free credits or beta or preview features. Such offerings are provided "as is" and "as available", may be modified, withdrawn or made into paid features at any time, and are subject to any additional terms we communicate at the time. The warranties, service levels and indemnities in these Terms do not apply to free trials or beta features.

9. Service availability and support

We will use commercially reasonable efforts to make the Services available, excluding planned maintenance (which we will give reasonable notice of where practicable), emergency maintenance, and failures caused by factors outside our reasonable control (including third-party telephony carriers, language model providers and the public internet).

Standard email support is included with paid subscriptions during UK business hours. Specific service-level commitments, response times and credits, if any, are as set out in an Order Form or service-level addendum.

10. Confidentiality

Each party (the "Receiving Party") will treat as confidential any non-public information disclosed to it by the other party (the "Disclosing Party") that is marked as confidential or that a reasonable person would understand to be confidential ("Confidential Information"). The Receiving Party will:

• use the Disclosing Party's Confidential Information only as necessary to exercise its rights or perform its obligations under these Terms;
• protect it using at least the same standard of care it uses for its own confidential information of similar importance, and no less than reasonable care; and
• limit access to its personnel, advisers and contractors who have a need to know and who are bound by confidentiality obligations no less protective than this section.

Confidential Information does not include information that is or becomes publicly known other than through breach of this section, was already known to the Receiving Party without confidentiality obligations, is independently developed without use of the Confidential Information, or is rightfully received from a third party without confidentiality obligations. The Receiving Party may disclose Confidential Information where required by law, provided it gives the Disclosing Party prompt notice (where lawful) and reasonable cooperation in seeking protective measures.

11. Term, suspension and termination

11.1 Term

These Terms apply from the date the Customer first accesses the Services and continue until terminated in accordance with this section 11.

11.2 Termination for convenience

Unless an Order Form states otherwise, either party may terminate a monthly subscription on at least 30 days' written notice, with effect from the end of the then-current monthly billing period. The Customer remains liable for Fees accrued up to the effective date of termination.

11.3 Termination for cause

Either party may terminate these Terms (and any Order Form) immediately on written notice if the other party:

• commits a material breach of these Terms which is incapable of remedy, or which (where capable of remedy) it fails to remedy within 14 days of written notice; or
• becomes insolvent, enters administration, has a receiver appointed, ceases to trade, or is the subject of any analogous event in any jurisdiction.

We may also suspend or terminate the Services immediately on notice if we reasonably believe that continued provision would breach applicable law, expose us or others to material risk, or violate section 5 (Acceptable Use Policy).

11.4 Effect of termination

On termination or expiry of these Terms:

• the Customer's right to access and use the Services ends;
• all unpaid Fees accrued up to the effective date of termination become immediately payable;
• each party will, on request, return or delete the other party's Confidential Information (subject to legal retention requirements); and
• the Customer may, for up to 30 days following termination, request export of its Customer Content in a format reasonably available within the Services. After this period, we may delete Customer Content in accordance with our standard retention practices and the Privacy Policy.

Sections that by their nature should survive termination (including Definitions, Confidentiality, IP, Disclaimers, Limitation of Liability, Indemnities, Governing Law and this section 11.4) will survive.

12. Intellectual property

As between the parties, Criollo Cloud and its licensors retain all right, title and interest in and to the Services, the Documentation, and all underlying software, models, infrastructure, branding and Documentation, together with any improvements, modifications and derivative works of the foregoing. No rights are granted to the Customer except as expressly set out in these Terms.

The Customer grants us a non-exclusive, royalty-free licence to use any feedback, suggestions or ideas it provides about the Services, without obligation or attribution.

13. Data protection

Each party will comply with applicable data protection laws in respect of personal data processed under these Terms, including the UK GDPR and the Data Protection Act 2018.

Where Criollo Cloud processes personal data on behalf of the Customer (including personal data contained in Call Data), it does so as a processor on behalf of the Customer as controller. The processing is governed by the Data Processing Addendum (the "DPA") incorporated by reference into these Terms, which may be accessed at vibecaller.app/dpa or otherwise made available on request.

The Customer authorises Criollo Cloud to engage the sub-processors listed in the DPA or otherwise notified to the Customer from time to time. Our handling of personal data is also described in our Privacy Policy at vibecaller.app/privacy and criollocloud.com/privacy.

14. Third-party services

The Services may interoperate with third-party products, services or platforms ("Third-Party Services"), including telephony carriers, language model providers, CRMs, calendars and analytics tools. The Customer's use of any Third-Party Service is subject to the third party's own terms and is at the Customer's own risk. We are not responsible for, and make no warranties about, any Third-Party Service.

If the Customer enables a Third-Party Service in connection with the Services, the Customer authorises us to exchange Customer Content with that Third-Party Service as necessary for the integration to work.

15. Warranties

We warrant that we will provide the Services with reasonable skill and care and substantially in accordance with the Documentation.

The Customer warrants that it has the right and authority to enter into these Terms, to provide all Customer Content, to call all numbers it loads into the Services, and to grant the licences and consents set out in these Terms.

Except as expressly set out in these Terms, the Services and any AI-generated outputs are provided "as is" and "as available". To the maximum extent permitted by law, we exclude all other warranties, conditions and representations, whether express, implied, statutory or otherwise, including any implied warranties of satisfactory quality, fitness for a particular purpose, accuracy, reliability and non-infringement. We do not warrant that the Services will be uninterrupted, error-free, secure, or that AI-generated outputs will be accurate, complete or suitable for any particular purpose.

16. Indemnities

16.1 By Criollo Cloud

We will defend the Customer against any third-party claim alleging that the Customer's use of the Services strictly in accordance with these Terms infringes a third party's intellectual property rights, and will pay any damages and costs finally awarded by a court of competent jurisdiction or agreed in settlement, provided that the Customer:

• promptly notifies us in writing of the claim;
• gives us sole control of the defence and any settlement negotiations; and
• provides reasonable cooperation at our expense.

This indemnity does not apply to the extent the claim arises from: (a) Customer Content; (b) the Customer's breach of these Terms; (c) modification of the Services other than by us; or (d) combination of the Services with anything not provided by us.

If we receive notice of, or reasonably anticipate, such a claim, we may at our option modify the Services to be non-infringing, obtain a licence to continue use, or terminate the affected Services and refund any pre-paid, unused Fees for the affected portion. This section 16.1 sets out our entire liability and the Customer's sole and exclusive remedy for any third-party intellectual property claim.

16.2 By Customer

The Customer will defend us, our Affiliates and our personnel against any third-party claim arising out of or in connection with:

• the Customer Content, including any claim that the Customer Content infringes third-party rights or breaches applicable law;
• the Customer's use of the Services in breach of these Terms (including section 5);
• any failure by the Customer to obtain consents required for calls placed or received through the Services; or
• any End-User claim relating to the Customer's products, services, business practices or marketing,

and will pay any damages and costs finally awarded against, or agreed in settlement by, the Customer.

17. Limitation of liability

Nothing in these Terms limits or excludes either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any other liability that cannot be limited or excluded under applicable law; or (d) the Customer's payment obligations or breach of section 5 (Acceptable Use Policy) or section 12 (Intellectual Property).

Subject to the paragraph above, and to the maximum extent permitted by law:

• No indirect or consequential loss. Neither party will be liable to the other for any indirect, incidental, special, punitive or consequential loss or damage, or for any loss of profits, revenue, business, anticipated savings, goodwill, data, or business opportunity, in each case whether or not foreseeable.
• Aggregate cap. Each party's total aggregate liability arising out of or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise, will not exceed the total Fees paid or payable by the Customer to Criollo Cloud under these Terms in the 12 months immediately preceding the event giving rise to the liability.

The parties acknowledge that the Fees reflect the allocation of risk in this section and that we would not have entered into these Terms on these economic terms without these limitations.

18. Force majeure

Neither party will be liable for any delay or failure to perform its obligations (other than payment obligations) where the delay or failure is due to circumstances beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government action, fire, flood, pandemic, labour disputes, internet, power or telecommunications outages, denial-of-service attacks, or failures of upstream service providers.

19. Changes to these Terms

We may update these Terms from time to time. If we make material changes, we will give the Customer reasonable notice (for example, by email to the Account's billing or admin contact, or by a notice within the Services) at least 30 days before the changes take effect. Continued use of the Services after the effective date constitutes acceptance of the updated Terms. If the Customer does not agree to a material change, it may terminate the affected Services in accordance with section 11.2 before the change takes effect.

20. Notices

Notices to Criollo Cloud must be sent to legal@criollocloud.com (with a copy by post to Criollo Cloud Ltd at its registered office). Notices to the Customer will be sent to the email address associated with the Account's primary billing or administrative contact. Notices are deemed received on the next business day after sending by email, and on the second business day after posting first-class mail.

21. Governing law and jurisdiction

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) are governed by the laws of England and Wales.

The parties submit to the exclusive jurisdiction of the courts of England and Wales for the resolution of any dispute or claim arising out of or in connection with these Terms, except that we may bring proceedings to enforce our intellectual property rights, recover unpaid Fees, or seek injunctive relief in any court of competent jurisdiction.

22. Miscellaneous

• Entire agreement. These Terms, together with any Order Form, the DPA, the Privacy Policy and any policy expressly incorporated by reference, constitute the entire agreement between the parties about their subject matter and supersede any prior or contemporaneous agreements, communications and understandings.
• Order of precedence. In the event of conflict, the order of precedence is: (1) the DPA (for data protection matters), (2) any signed Order Form, (3) these Terms, (4) the Documentation.
• Assignment. The Customer may not assign or transfer these Terms without our prior written consent. We may assign these Terms to an Affiliate or in connection with a merger, acquisition, restructure or sale of all or substantially all of our assets.
• Subcontracting. We may use subcontractors and sub-processors to perform our obligations under these Terms; we remain responsible for their performance.
• Severability. If any provision of these Terms is held unenforceable, the remaining provisions will remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving the parties' intent.
• No waiver. A failure or delay to exercise any right is not a waiver of that right.
• No partnership or agency. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship between the parties.
• Third-party rights. A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
• Counterparts and electronic signatures. Order Forms may be executed in counterparts and by electronic signature, each of which is an original and which together form one document.

23. Contact

If you have any questions about these Terms, please contact us:

By email: legal@criollocloud.com General contact: hello@criollocloud.com Vibe Caller support: support@vibecaller.app

Criollo Cloud Ltd is a company registered in England and Wales under company number 16382009.