Terms of Service

1.Definitions

In these Terms:

“Account”

means the HyperDial account created for the Customer, through which Users access the Services and the Dashboard.

“Acceptable Use Policy”

means the rules in clause 10 and any additional acceptable use policy we publish.

“AI Features”

means any feature we describe as AI or artificial intelligence, including AI voice agents, call summaries, call scoring, transcription analytics and conversation intelligence.

“Applicable Law”

means all laws, regulations, regulator rules, codes of practice and carrier requirements that apply to a party, a call or message, or the use of the Services, including telemarketing, privacy, consumer protection, telecommunications and recording laws.

“Customer Data”

means all data, content, recordings, transcripts, messages, contact lists, call logs and other information that you or your Users submit to, or generate through, the Services, excluding Usage Data.

“Dashboard”

means the online admin portal where authorised Users manage the Account, Users, Numbers, Plans, billing and settings.

“Data Processing Agreement or DPA”

means our data processing agreement at hyperdial.io/legal/data-processing-agreement, which forms part of these Terms.

“Documentation”

means the help centre articles, product descriptions and technical documentation we make available for the Services.

“Fees”

means all amounts payable for the Services, including Subscription Fees, Number Fees, Usage Fees, Professional Services Fees and applicable Taxes.

“Free Plan”

means the free Base plan, or any other plan we offer without a subscription charge.

“Number”

means a telephone number (local, mobile, national or toll-free) we assign to your Account, or that is ported into your Account at your request.

“Order Form”

means an ordering document, online checkout or Dashboard purchase that sets out the Services, Plan, quantities, Fees and term you have ordered.

“Output”

means content generated for you by an AI Feature, including transcripts, summaries, scores and spoken responses.

“Plan”

means the subscription plan you select (for example, Base, Starter, Growth, Business, with the features and limits described on our pricing page or in an Order Form).

“Services”

means the HyperDial cloud communications platform and related applications, APIs, Numbers, dialers, AI Features, integrations, support and Professional Services, as described in the Documentation.

“Third-Party Services”

means products, services or integrations provided by someone other than HyperDial, such as CRMs, helpdesks, messaging channels and telecommunications carriers.

“Usage Data”

means technical and statistical information about how the Services are used and perform, such as call metadata, feature usage and system logs, in a form that does not identify you or any individual.

“User”

means an individual you authorise to use the Services under your Account, such as an employee or contractor, and who has been assigned a seat.

"Including" means including without limitation. Headings are for convenience only.

2.The Services and Plans

2.1 Access. Subject to these Terms and payment of the applicable Fees, we grant you a non-exclusive, non-transferable, revocable right during your subscription term to access and use the Services, and to let your Users do so, for your internal business purposes and within the limits of your Plan.

2.2 Plans. The features, limits and Fees of each Plan are described on our pricing page or in your Order Form. You may upgrade your Plan or add seats and Numbers at any time through the Dashboard. Downgrades and seat reductions take effect under clause 13.6.

2.3 Free Plan. The Free Plan is provided at no subscription charge but is subject to the usage limits shown on our pricing page, and Number Fees and Usage Fees still apply. We may change the features or limits of the Free Plan, or withdraw it, on a 7-day notice. We may close a Free Plan Account that has been inactive for 90 days, after giving notice.

2.4 Free trial. We may offer a free trial of a paid Plan for 14 days, or another period we tell you. No payment card is required to start a trial. During a trial we may limit the number of Users, Numbers, minutes, messages or features. At the end of the trial you may move to a paid Plan or the Free Plan. If you do neither, your trial features will stop working and any Numbers issued during the trial may be released after 5 days.

2.5 Beta features. We may offer features labelled "beta", "preview", "early access" or similar. These are provided as-is for evaluation, may change or be withdrawn at any time, and are excluded from any service level commitment or indemnity.

2.6 Changes to the Services. We continually improve the Services and may add, change or remove features. We will not materially reduce the core functionality of a paid Plan during your current paid term, unless the change is required by Applicable Law, a carrier or a security risk. In that case we will give you as much notice as reasonably possible.

2.7 Professional Services. Onboarding, configuration, migration, training or other services we agree to provide under an Order Form or statement of work ("Professional Services") are governed by these Terms and that document. Unless it says otherwise, Professional Services are treated as accepted 10 business days after delivery unless you give us written notice of a material defect before then.

2.8 Affiliates. Your affiliates may order Services under these Terms by signing their own Order Form. You are responsible for your affiliates' compliance with these Terms.

3.Accounts, Users and Security

3.1 Registration. You must give us accurate, current and complete information when you register and keep it up to date, including your legal business name, billing address, business registration details and the contact details of an account administrator.

3.2 Users and seats. Each seat may be assigned to one named User. You may not share login credentials between people. You may reassign a seat when a User leaves or changes role. You are responsible for everything done under your Account, including by your Users, and for ensuring that each User complies with these Terms.

3.3 Credentials and security. You must keep login credentials confidential, use the security features available to you (such as multi-factor authentication and single sign-on where your Plan includes them), and notify us promptly at sales@hyperdial.io if you suspect unauthorised access to your Account. You remain responsible for Fees incurred through your Account, including toll fraud or usage caused by compromised credentials, except where the compromise was caused by our breach of these Terms.

3.4 Identity and business verification. To meet Applicable Law, carrier rules and fraud prevention requirements, we may ask you to complete identity or business verification ("Know Your Customer" or KYC) before or after we activate Services or Numbers. We may suspend or refuse Services if verification is not completed or the information given is false or misleading.

3.5 Devices and connectivity. You are responsible for providing the internet connection, devices, browsers, headsets and network configuration needed to use the Services. Call quality depends on factors outside our control, including your network and bandwidth, your internet provider and third-party carriers.

4.Phone Numbers

4.1 Allocation. We will provide Numbers in the countries and number types available to you, subject to availability, Applicable Law and any local requirements (such as proof of address, local presence or business registration). Availability and activation times vary by country. For example, United States Numbers are typically live within minutes, while Numbers in markets that require documents are activated once those documents are approved.

4.2 No ownership. Numbers are public numbering resources allocated by regulators. You receive the right to use a Number while your Account is active and in good standing. You do not own the Number and may not sell, lease, transfer or sub-assign it, except by porting it under clause 4.5.

4.3 Changes to Numbers. We may need to change, reclaim or withdraw a Number where required by a regulator, carrier or Applicable Law, for technical reasons, or where the Number is being used in breach of these Terms. Where practical, we will give you advance notice and offer a replacement Number.

4.4 Porting in. You may ask us to port an existing number into HyperDial. We do not charge a porting fee. You must provide accurate information and any authorisation letters we request. Porting timelines are set by the losing carrier and regulators, and we are not responsible for delays or rejections they cause. Your number will keep working with your current provider until the port completes.

4.5 Porting out. You may port a Number out to another provider while your Account is active and all undisputed Fees are paid. We will not unreasonably delay or block a valid port-out request. Porting out a Number does not end your subscription or your obligation to pay Fees for the remainder of any committed term. Numbers not ported out within 30 days after your Account ends may be released and cannot be recovered.

4.6 Toll-free numbers. For toll-free Numbers in the United States and Canada, we or our carrier partner act as, or use, a Responsible Organization (RespOrg) to reserve the Number on your behalf. You must not acquire more toll-free Numbers than you intend to actively use, or seek to sell or broker any toll-free Number, in line with 47 CFR § 52.107 and equivalent rules elsewhere. Inbound calls to toll-free Numbers are charged to you at the rates in clause 12.

4.7 Number health. We provide monitoring designed to alert you when a Number shows signs of being labelled as spam by carriers or analytics providers. We do not control those labels and cannot guarantee that any Number will be displayed, answered or not labelled. Number health monitoring does not relieve you of your obligations under clause 5.

4.8 Registration and records. You must provide the information carriers and regulators require for each Number, including the address associated with a Number where required, and keep it current. You must co-operate with reasonable requests from us, carriers, regulators or law enforcement about the use of your Numbers.

5.Calling, Dialers and Messaging Compliance

5.1 Your responsibility. You are solely responsible for ensuring that every call and message you or your Users make, receive, record or send through the Services complies with Applicable Law. HyperDial provides the platform. You decide whom to contact, when, how, with what consent and with what content. No controls we provide make you compliant on your own behalf.

5.2 Telemarketing laws. Depending on where you and the people you contact are located, laws that may apply include:

1. (a)in the United States: the Telephone Consumer Protection Act (TCPA) and FCC rules, the Telemarketing Sales Rule (TSR), the National Do Not Call Registry, state telemarketing and "mini-TCPA" laws, and calling-hour restrictions;
2. (b)in Canada: the CRTC Unsolicited Telecommunications Rules and National DNCL;
3. (c)in the United Kingdom: PECR, Ofcom's persistent misuse policy, and the Telephone Preference Service;
4. (d)in India: the TRAI Telecom Commercial Communications Customer Preference Regulations (TCCCPR), DLT registration requirements and the National Customer Preference Register;
5. (e)in Australia and New Zealand: the Do Not Call Register Act 2006 (Cth), the Spam Act 2003 (Cth) and the Unsolicited Electronic Messages Act 2007 (NZ); and
6. (f)data protection, consumer protection and debt collection laws that apply to your calls.

5.3 Consent and opt-outs. You must obtain and keep records of any consent required before contacting a person, including prior express written consent where the law requires it for autodialled, prerecorded or artificial-voice calls or for marketing messages. You must honour opt-out and do-not-call requests promptly, across all channels, and within the time Applicable Law requires.

5.4 Dialers. The Services include preview, power and predictive dialing. If you use predictive or other automated dialing, you must:

1. (a)configure pacing so that your abandoned-call rate stays within the limits set by Applicable Law (for example, the 3% per-campaign limit under the US Telemarketing Sales Rule) and monitor it;
2. (b)play any message Applicable Law requires when a call is abandoned;
3. (c)scrub your lists against applicable do-not-call registers and your internal suppression lists before dialing, and
4. (d)observe permitted calling hours in the called party's time zone.

5.5 Caller ID. You must display only caller ID that you are authorised to use and that accurately identifies you or the business on whose behalf you are calling. You must not spoof or falsify caller ID, rotate Numbers to evade blocking or spam labels, or misrepresent your identity. We sign outbound calls under the STIR/SHAKEN framework in the United States and Canada where available.

5.6 Messaging. SMS, MMS and other messaging are subject to carrier rules. Before sending application-to-person (A2P) messages in the United States, you must complete 10DLC brand and campaign registration for local Numbers, or toll-free verification for toll-free Numbers, and supply accurate business information, including a business registration number where required. In India, you must register as a principal entity on a DLT platform and use approved sender IDs and templates. Messages sent before registration is approved may be blocked or filtered, and carrier registration and surcharge fees are payable by you.

5.7 Records and co-operation. You must keep the records needed to show your compliance, such as consent records, DNC scrubs and opt-out logs, and provide them to us on reasonable request where needed to respond to a carrier, regulator or complaint.

5.8 Our rights. If we reasonably believe that your calling or messaging breaches this clause 5 or is generating complaints, carrier blocking or spam labelling, we may limit call volumes, pause campaigns, block traffic, withdraw Numbers or suspend the Services under clause 18.

6.Call Recording, Transcription and Monitoring

6.1 Your obligations. Laws on recording, transcribing and monitoring calls differ between countries and states. Some require the consent of every party. You are responsible for giving any required notice, obtaining any required consent and having a lawful basis before you enable recording, transcription, live listening, whisper or barge features. We provide configurable recording announcements by region and campaign to help you do this.

6.2 Payment card and sensitive data. You must not use the Services to collect or store payment card numbers, CVVs, bank passwords or government identity numbers in recordings or transcripts, except through a feature we expressly designate for that purpose. Our automatic redaction feature is designed to detect and remove such data but is a data-handling control, not a PCI DSS certification, and may not detect every instance.

6.3 Retention. You can set retention periods for recordings and transcripts per campaign. Deleting a recording also deletes derived transcripts and summaries, subject to backup cycles described in the DPA.

7.AI Features

7.1 Use of AI Features. AI Features, including AI voice agents, may be configured by you and trained on your own recorded calls and materials. You are responsible for reviewing and approving an AI voice agent before it speaks to your customers, for the instructions and knowledge you give it, and for its use.

7.2 Disclosure and consent. You must disclose that a caller is speaking with an AI or automated system wherever Applicable Law requires it. In the United States, calls using AI-generated voices are treated as "artificial or prerecorded voice" calls under the TCPA, and require the consent that applies to such calls. You must not use AI Features to impersonate a real person without their authorisation, or to deceive the people you contact.

7.3 Human escalation. You must configure a path for callers to reach a human where Applicable Law or good practice requires it. Our AI voice agents support escalation to a person with the live transcript attached.

7.4 Accuracy of Output. Output is generated automatically and may be inaccurate, incomplete or inappropriate. You are responsible for reviewing Output before relying on it, particularly for decisions that affect individuals, such as credit, insurance, employment, healthcare or debt collection decisions.

7.5 Model training. We do not use Customer Data or Output to train, fine-tune or improve general-purpose AI models that are made available to other customers. Our third-party AI model providers are bound not to use Customer Data to train their models.

7.6 Ownership of Output. As between you and us, you own the Output generated for you, subject to our rights in the Services. Similar Output may be generated for other customers.

7.7 Restrictions. You must not use AI Features to attempt to extract model weights or underlying systems, to generate unlawful, discriminatory or harmful content, or in breach of any usage policy of our AI model providers that we make available to you.

8.Emergency Services

8.1 No emergency calling. The Services are not a replacement for a traditional phone service and do not support calls to emergency services (such as 911, 112, 999, 000 or 111). You must maintain an alternative means of contacting emergency services and must tell your Users about this limitation.

9.Integrations, Third-Party Services and API

9.1 Integrations. The Services connect to Third-Party Services such as Salesforce, HubSpot, Zoho, LeadSquared, Freshdesk and others. When you enable an integration, you authorise us to exchange Customer Data with that Third-Party Service as needed to operate the integration. Your use of a Third-Party Service is governed by its own terms, and we are not responsible for its availability, security or handling of data.

9.2 Changes to integrations. Third parties may change or discontinue their APIs. We may modify or stop supporting an integration for that reason, without liability.

9.3 Carriers. Calls and messages are carried in part by third-party telecommunications carriers. We are not responsible for failures, delays, blocking, filtering or labelling by those carriers, but we will work with them in good faith to resolve issues affecting your service.

9.4 API. Use of our API is subject to the Documentation, rate limits and any API terms we publish. For more information, please contact sales@hyperdial.io. You must keep API keys secure and not use the API to build a service that resells or competes with the Services.

10.Acceptable Use

10.1 Prohibited uses. You must not, and must ensure your Users do not:

1. (a)use the Services in breach of Applicable Law, including telemarketing, privacy, recording, anti-spam and consumer protection laws;
2. (b)make or send unsolicited, harassing, abusive, threatening, deceptive or fraudulent calls or messages, including robocalls and "phishing", "vishing" or "smishing";
3. (c)spoof caller ID, impersonate any person or organisation, or misrepresent the source or purpose of a call or message;
4. (d)use the Services to evade carrier blocking, spam labelling, call-filtering or number-reputation systems, including by rapidly rotating Numbers ("snowshoeing");
5. (e)generate artificial traffic, including traffic-pumping, International Revenue Share Fraud, Wangiri or short-duration call patterns designed to generate revenue or avoid detection;
6. (f)transmit content that is unlawful, defamatory, obscene, hateful, violent, sexually exploitative, or that promotes the sale of illegal goods or services;
7. (g)infringe anyone's intellectual property, privacy or other rights;
8. (h)upload or transmit malware, or interfere with, overload or disrupt the Services or any network;
9. (i)attempt to gain unauthorised access to the Services, other accounts or related systems, or probe, scan or test their vulnerability without our written consent;
10. (j)reverse engineer, decompile or copy the Services, except to the extent Applicable Law permits despite this restriction;
11. (k)resell, sublicense, time-share or provide the Services to third parties, unless you have a written reseller agreement with us;
12. (l)use the Services to build a competing product, or scrape or extract data from the Services; or
13. (m)use the Services for any high-risk activity where failure could lead to death, personal injury or environmental damage.

10.2 Restricted industries. Because of high rates of fraud and consumer harm, we do not accept, or accept only after additional review, customers in certain industries, including unsolicited technical support, debt relief and credit repair, lead generation for third parties without consent, payday lending, cannabis, gambling, pharmaceuticals without a licence, and adult content. We may update this list.

10.3 Reporting. If you become aware of misuse of the Services, please report it to sales@hyperdial.io.

10.4 Monitoring. We may, but are not obliged to, monitor traffic patterns and metadata to detect fraud, abuse or breaches of these Terms, and to protect our network and customers.

11.Fair Use

11.1 Unlimited and bundled plans. Where your Plan includes unlimited or bundled minutes or messages (for example, unlimited calling to the United States and Canada on paid Plans), those allowances are for normal business use by the named User. They do not cover autodialled campaign traffic, call-centre wholesale use, call forwarding to PBXs or multiple lines, or use by more than one person per seat, unless your Plan expressly includes such use.

11.2 Excess use. Unlimited and bundled allowances are based on typical use by one person (3000 mins) during normal business hours. If a User's usage exceeds typical outbound minutes in a calendar month, or your Account's average usage substantially exceeds typical usage for your Plan, we may contact you to discuss a more suitable Plan. If usage remains above that level after 14 days' notice, we may charge standard Usage Fees for the excess minutes or apply reasonable limits.

12.Fees, Billing and Payment

12.1 Fees. You must pay the Fees for the Plan, seats, Numbers and usage you order, as shown on our pricing page or in your Order Form. Fees include:

1. (a)Subscription Fees: charged per seat, per month or per year, in advance;
2. (b)Number Fees: charged for each Number. We bill Numbers at the cost we pay our carrier partners, without mark-up, and the current rate for each country and number type is shown in the platform.
3. (c)Usage Fees: charged for outbound calls, inbound calls to toll-free Numbers, international calls, messages, AI Feature usage and other metered services, at the rates shown in the platform. Usage Fees are billed monthly in arrears or deducted from prepaid credit; and
4. (d)Professional Services Fees, as set out in the relevant Order Form.

12.2 Call rating. Calls are billed per minute, rounded up to the next full minute. A call is chargeable from when it is answered, which may include answering by a voicemail system or PBX, until either party hangs up. Calls forwarded to an external number are treated as two separate legs, and each leg is charged. Short-duration calls of under 6 seconds may attract a per-call surcharge where carriers apply one.

12.3 Carrier and regulatory charges. Fees do not include carrier registration and verification fees (such as 10DLC and toll-free verification fees), carrier pass-through surcharges, regulatory recovery fees or emergency service charges. These will be itemised on your invoice where they apply.

12.4 Prepaid credit. Some Usage Fees may be paid from prepaid credit. If you enable auto-recharge, we will top up your credit by the amount you select when your balance falls below your chosen threshold. Prepaid credit is not refundable, has no cash value, cannot be transferred and expires 12 months after purchase OR when your Account closes, unless Applicable Law requires otherwise.

12.5 Payment. You authorise us and our payment processor to charge your nominated card or other payment method for all Fees when they fall due. If you pay by invoice under an Order Form, payment is due within 30 days of the invoice date. You must keep a valid payment method on file.

12.6 Currency and taxes. Fees are stated in US dollars unless your Order Form states another currency. Fees exclude GST, VAT, sales tax, withholding tax and other taxes, which you must pay in addition. If you are required to withhold tax, you must gross up the payment so that we receive the full amount invoiced, unless we agree otherwise in writing.

12.7 Late payment. If an undisputed amount is not paid on time, we may charge interest at 1.5% per month (or the maximum rate permitted by law, if lower) from the due date until payment, recover reasonable collection costs, and suspend the Services under clause 18 after giving you at least 10 days' notice.

12.8 Disputes. If you dispute an invoice in good faith, you must tell us in writing at sales@hyperdial.io within 30 days of the invoice date, explaining why. You must pay the undisputed portion on time. We will work with you in good faith to resolve the dispute promptly. A chargeback raised without first contacting us may result in suspension and a fee of US$50 per chargeback.

12.9 Price changes. We may change our Fees by giving at least 30 days' notice. For annual subscriptions, changes to Subscription Fees take effect at your next renewal. Number Fees and Usage Fees may change sooner where our carrier costs change, and we will give as much notice as is reasonably possible.

12.10 Discounts. Discounts, promotions and free credit apply only for the period and on the conditions stated, and do not carry over to a renewal unless stated.

12.11 Refunds. Except where these Terms or Applicable Law expressly provide otherwise, Fees are non-refundable, including for partially used periods, unused seats or unused allowances.

13.Term, Renewal and Plan Changes

13.1 Term. These Terms apply from the Effective Date until all your subscriptions have ended and your Account is closed.

13.2 Monthly plans. Monthly subscriptions renew automatically each month until cancelled. You may cancel at any time in the Dashboard, and the cancellation takes effect at the end of the current monthly billing period.

13.3 Annual plans. Annual subscriptions are for a committed term of 12 months (or the period in your Order Form), billed annually in advance OR monthly. They renew automatically for the same period unless either party gives notice of non-renewal at least 30 days before the end of the current term. Annual billing is offered at a discount of approximately 17% compared with monthly billing.

13.4 Early cancellation of annual plans. If you cancel an annual subscription before the end of the committed term, other than for our uncured material breach, you remain liable for the Subscription Fees for the rest of that term.

13.5 Adding seats and Numbers. Seats and Numbers added during a term are billed pro rata for the rest of that term and are co-terminous with it.

13.6 Reducing seats and downgrades. On monthly Plans, you may reduce seats or downgrade at any time, effective from the next billing period. On annual Plans, you may reduce seats or downgrade only with effect from your next renewal date. Downgrading may cause loss of features, configurations or data associated with the higher Plan.

14.Customer Data and Privacy

14.1 Ownership. As between you and us, you own Customer Data. You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, process, transmit and display Customer Data only as needed to provide, secure, support and improve the Services for you, and as otherwise permitted by the DPA.

14.2 Your responsibilities. You are responsible for the accuracy and lawfulness of Customer Data, and for having all rights, notices and consents needed for us to process it under these Terms, including the personal information of the people you call or message.

14.3 Data protection. Where we process personal information on your behalf, we act as your processor (or service provider) and the DPA applies. The DPA covers the requirements of the GDPR and UK GDPR, the New Zealand Privacy Act 2020, the Australian Privacy Act 1988, India's Digital Personal Data Protection Act 2023, and US state privacy laws, where they apply. Our Privacy Policy explains how we handle personal information for which we are the controller, such as Account and billing contacts.

14.4 Data residency. You may choose the region in which Customer Data is primarily stored when you set up your Account, from the regions we offer. For example, Customer Data of Accounts that choose India is stored in our Mumbai region. Some data may be processed in other countries as needed to route calls and provide support, as described in the DPA and our list of subprocessors.

14.5 Security. We implement and maintain technical and organisational security measures appropriate to the risk, including encryption of Customer Data in transit (TLS 1.2 or higher) and at rest (AES-256), role-based access controls, audit logging and staff confidentiality obligations. These measures are described in the DPA. We will notify you without undue delay, and within the timeframe required by Applicable Law, after becoming aware of a security incident that affects your Customer Data.

14.6 Usage Data. We may collect and use Usage Data to operate, secure, analyse and improve the Services and to develop new services. Usage Data will not identify you, your Users or any individual.

14.7 Legal requests. We may disclose Customer Data if required by law, court order or a lawful request from a regulator or law enforcement agency. Where legally permitted, we will notify you first so that you can seek a protective order.

14.8 Data export and deletion. While your Account is active, you can export Customer Data using the Dashboard or API. After your Account closes, you have 30 days to request an export, after which we will delete Customer Data within 90 days, except where retention is required by Applicable Law or for billing records. Data in backups is deleted in line with our backup cycle.

15.Regulated Data and Industries

15.1 Health information. You must not use the Services to create, receive, store or transmit protected health information (PHI) under the US Health Insurance Portability and Accountability Act (HIPAA), unless you have signed a Business Associate Agreement (BAA) with us. BAAs are available on Business Plans.

15.2 Financial services. If you operate in a regulated industry such as lending, insurance, collections or financial advice, you are responsible for compliance with the conduct, disclosure, record-keeping and call-recording rules that apply to you. We do not provide legal or regulatory advice.

15.3 Certifications. We will describe our current security certifications and audit reports on our trust page. SOC 2 Type II: in progress and we do not represent that the Services satisfy any certification or standard not listed there.

16.Intellectual Property, Feedback and Publicity

16.1 Our IP. We and our licensors own all rights, title and interest in the Services, the Documentation, our websites, trade marks and all related intellectual property, including improvements. Except for the limited rights expressly granted to you, no rights are transferred to you.

16.2 Feedback. If you give us suggestions, ideas or feedback about the Services, we may use them freely without obligation to you. This does not give us any right to your Customer Data or Confidential Information.

16.3 Publicity. We may identify you as a HyperDial customer by name and logo on our website and marketing materials. You may withdraw this permission at any time by emailing sales@hyperdial.io. We will not publish a case study, testimonial or quote from you without your prior approval.

17.Confidentiality

17.1 Obligations. Each party (the "recipient") will keep confidential the non-public information of the other party (the "discloser") that is marked confidential or that a reasonable person would consider confidential, including Customer Data, pricing and product roadmaps ("Confidential Information"). The recipient will use it only to perform its obligations or exercise its rights under these Terms, will protect it with at least reasonable care, and will share it only with its employees, contractors, advisers and affiliates who need to know it and are bound by similar obligations.

17.2 Exceptions. Confidential Information does not include information that is or becomes public through no fault of the recipient, was lawfully known to the recipient before disclosure, is lawfully received from a third party without restriction, or is independently developed without use of the discloser's information. The recipient may disclose Confidential Information when required by law, after giving the discloser prior notice where legally permitted.

17.3 Duration. These obligations continue during the term and for 30 years after it ends, and indefinitely for Customer Data and trade secrets.

18.Service Availability, Support and Suspension

18.1 Availability. We will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for planned maintenance (which we will try to schedule outside peak business hours and announce in advance at www.hyperdial.io) and emergency maintenance. Any uptime commitment and service credits are set out in our Service Level Agreement, which applies to all Business Plans. Service credits are your sole remedy for failure to meet the SLA.

18.2 Support. We provide support through the channels and during the hours described for your Plan as described on the pricing page.

18.3 Suspension. We may suspend all or part of the Services, including specific Numbers or campaigns, if:

1. (a)you fail to pay undisputed Fees within 10 days after notice of non-payment;
2. (b)we reasonably believe you are in breach of clause 5, 7.2 or 10, or that your use is causing complaints, carrier blocking or harm to our network or other customers;
3. (c)we detect suspected fraud, toll fraud or unauthorised access to your Account; or
4. (d)suspension is required by Applicable Law, a regulator or a carrier.

18.4 Notice and restoration. We will give you notice before or promptly after suspending, and suspend only to the extent reasonably necessary. We will restore the Services promptly once the cause has been resolved. Fees continue to apply during a suspension caused by you.

19.Termination

19.1 Termination by you. You may close your Account at any time through the Dashboard or by emailing sales@hyperdial.io, subject to clause 13 for committed terms.

19.2 Termination for breach. Either party may terminate these Terms or an Order Form by written notice if the other party materially breaches them and does not remedy the breach within 30 days after receiving notice of it. We may terminate immediately on notice for a serious breach of clause 5, 7.2 or 10 that cannot be remedied, or for fraud.

19.3 Insolvency. Either party may terminate by written notice if the other becomes insolvent, enters liquidation, receivership, administration or a similar process, or ceases to carry on business.

19.4 Other termination by us. We may terminate a Free Plan Account at any time on 30 days' notice. We may terminate a paid Plan, or the Services in a particular country, on 90 days' notice if we discontinue that Service or cannot lawfully continue providing it, in which case we will refund prepaid Fees for the unused period.

19.5 Effect of termination. When these Terms or a subscription end: your right to use the affected Services stops; all unpaid Fees become due immediately; unused prepaid credit is forfeited except where we terminate for convenience or our breach; you may port out Numbers in accordance with clause 4.5; and Customer Data will be handled in accordance with clause 14.8. If you terminate for our uncured material breach, we will refund prepaid Fees for the unused period.

19.6 Survival. Clauses that by their nature should survive termination will survive, including clauses 5.7, 12, 14, 16, 17, 19.5, 20, 21, 22, 24 and 26.

20.Warranties and Disclaimers

20.1 Mutual warranties. Each party warrants that it has the power and authority to enter into these Terms.

20.2 Our warranty. We warrant that the paid Services will perform materially in accordance with the Documentation, and that we will provide them with reasonable care and skill. If we breach this warranty, you must notify us, and your remedy is for us to use reasonable efforts to correct the non-conformity. If we cannot do so within a reasonable time, you may terminate the affected Service and receive a refund of prepaid Fees for the unused period.

20.3 Your warranties. You warrant that your use of the Services, Customer Data and communications will comply with these Terms and Applicable Law, and that you have all consents and rights needed for us to provide the Services.

20.4 Disclaimer. EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, NUMBERS, AI FEATURES AND OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE", AND WE DISCLAIM ALL OTHER WARRANTIES, CONDITIONS AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY CALL OR MESSAGE WILL BE CONNECTED, DELIVERED, DISPLAYED OR ANSWERED, THAT ANY NUMBER WILL AVOID SPAM LABELLING, OR THAT RECORDINGS, TRANSCRIPTS OR OUTPUT WILL BE COMPLETE OR ACCURATE.

20.5 Business use and consumer law. You acknowledge that you acquire the Services for commercial purposes, in the course of your business, and not for personal use. Accordingly, the parties agree that you are not a "consumer" within the meaning of section 2(7) of the Consumer Protection Act, 2019, and that the Services supplied under these Terms are not supplied to a consumer for the purposes of that Act or the Consumer Protection (E-Commerce) Rules, 2020. Nothing in these Terms excludes, restricts or modifies any right or remedy that cannot lawfully be excluded under Applicable Law in the jurisdiction where you are located.

21.Limitation of Liability

21.1 Excluded losses. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL OR ANTICIPATED SAVINGS, LOSS OR CORRUPTION OF DATA, OR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE LOSS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS.

21.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS IN ANY 12-MONTH PERIOD WILL NOT EXCEED THE FEES PAID AND PAYABLE BY YOU TO US UNDER THESE TERMS IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY. FOR ACCOUNTS ON THE FREE PLAN OR A FREE TRIAL, OUR TOTAL LIABILITY WILL NOT EXCEED US$100.

21.3 Exceptions. The exclusions and cap in clauses 21.1 and 21.2 do not apply to: your obligation to pay Fees; your liability under clause 22.1 or for breach of clauses 5, 7.2 or 10; either party's liability for fraud, gross negligence or wilful misconduct; or any liability that cannot be limited by law.

21.4 Carrier and regulatory penalties. You are responsible for any fines, penalties, carrier surcharges or chargebacks imposed on you or on us because of your calls, messages or breach of these Terms.

22.Indemnities

22.1 By you. You will defend, indemnify and hold harmless HyperDial, its affiliates and their officers, employees and agents against any third-party claim, regulatory action, fine, penalty, loss, cost or expense (including reasonable legal fees) arising out of: your or your Users' calls, messages or Customer Data; your breach of clause 5, 6, 7.2 or 10; or your violation of Applicable Law, including telemarketing and privacy laws.

22.2 By us. We will defend you against any third-party claim alleging that the Services, as provided by us and used in accordance with these Terms, infringe that third party's patent, copyright, trade mark or trade secret, and will pay damages and costs finally awarded or agreed in settlement. We have no obligation for claims arising from Customer Data, Output, Third-Party Services, modifications not made by us, or combination of the Services with products not supplied by us. If the Services are, or in our opinion are likely to be, subject to such a claim, we may obtain the right for you to keep using them, modify them to be non-infringing, or terminate the affected Services and refund prepaid Fees for the unused period. This clause states our entire liability for infringement claims.

22.3 Procedure. The indemnified party must promptly notify the indemnifying party of the claim, allow it sole control of the defence and settlement (provided no settlement imposes any obligation or admission on the indemnified party without its consent), and provide reasonable co-operation at the indemnifying party's expense.

23.Force Majeure

Neither party is liable for any delay or failure to perform its obligations (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, pandemics, war, terrorism, civil unrest, government action, changes in law, labour disputes (other than those of the affected party's own staff), failures of the internet, power grids or third-party carriers, cable cuts, and cyber-attacks that could not have been prevented by reasonable security measures. The affected party must notify the other and use reasonable efforts to minimise the impact. If the event continues for more than 30 days, either party may terminate the affected Services on written notice, and we will refund prepaid Fees for the unused period.

24.Governing Law and Disputes

24.1 Governing law. These Terms are governed by the laws of India, without regard to its conflict of laws principles.

24.2 Negotiation. Before starting proceedings, a party must give the other written notice of the dispute, and senior representatives of both parties must try in good faith to resolve it within 30 days.

24.3 Arbitration. If the dispute is not resolved within that period, it will be finally resolved by arbitration under the Arbitration and Conciliation Act, 1996 (Ahmedabad, India).

24.4 Urgent relief. Nothing in this clause prevents either party from seeking urgent injunctive or other interim relief from a court of competent jurisdiction. Subject to clause 24.3, the parties submit to the non-exclusive jurisdiction of the courts of India.

25.Changes to These Terms

We may update these Terms from time to time. We will give at least a 10-day notice of material changes by email to your account administrator and through the Dashboard, unless the change is required sooner by law, a regulator or a carrier. If a material change adversely affects you, you may terminate the affected paid Services by notice before the change takes effect, and we will refund prepaid Fees for the unused period. Otherwise, continued use of the Services after the effective date means you accept the updated Terms. The version history is available on this page.

26.General

26.1 Notices. We may send notices to the email address of your account administrator or through the Dashboard. Email notices are received when sent, unless the sender receives a delivery failure message.

26.2 Assignment. You may not assign or transfer these Terms without our prior written consent, which we will not unreasonably withhold, except to a successor to all or substantially all of your business, on notice to us. We may assign these Terms to an affiliate or to a successor to our business on notice to you.

26.3 Subcontractors. We may use subcontractors and carriers to provide the Services, and remain responsible for their performance under these Terms.

26.4 Export and sanctions. Each party will comply with applicable export control and sanctions laws. You represent that you and your Users are not located in a comprehensively sanctioned country or region and are not on any government sanctions or restricted-party list, and you will not use the Services to benefit any such person.

26.5 Anti-corruption. Each party will comply with applicable anti-bribery and anti-corruption laws in connection with these Terms.

26.6 Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship.

26.7 Order of precedence. If there is a conflict between these documents, the following order applies: (a) a signed Order Form (for the Services it covers only); (b) the DPA and any BAA (for data protection matters); (c) any service-specific terms; (d) these Terms; and (e) the Documentation. Terms in your purchase orders or other documents do not apply, even if accepted by us.

26.8 Entire agreement. These Terms, together with the documents referred to in them, form the entire agreement between the parties about their subject matter and replace all prior agreements and understandings. Each party confirms it has not relied on any statement not set out in these Terms, but nothing limits liability for fraudulent misrepresentation.

26.9 Severability and waiver. If any provision is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the rest of these Terms will continue in effect. A failure or delay in exercising a right is not a waiver of it.

26.10 Electronic acceptance. These Terms may be accepted electronically, and electronic acceptance has the same effect as a handwritten signature under the Information Technology Act, 2000 (India) and equivalent laws in other jurisdictions.

26.11 Third-party rights. Except for the persons indemnified under clause 22, no one other than the parties has any right to enforce these Terms.

26.12 Language. These Terms are written in English. If they are translated, the English version prevails.

Schedule A: Country-Specific Terms

A.1 United States. Emergency Services Notice (clause 8); TCPA and TSR acknowledgement; state calling-hour rules; CPNI obligations if HyperDial is treated as an interconnected VoIP provider; Federal Universal Service Fund and other regulatory recovery fees; California and other state consumer notices.

A.2 Canada. 911 Notice and CRTC requirements; National DNCL registration and fees; French language requirements for Québec where applicable.

A.3 India. Customer KYC and DoT subscriber verification; DLT principal entity registration; TRAI TCCCPR compliance, including calling-hour limits and use of designated 140/1600 series numbers for promotional or transactional voice calls where applicable; restrictions on interconnecting internet telephony with the Indian PSTN, and the licensed partner through which Indian Numbers are provided; data localisation where applicable.

A.4 United Kingdom and European Union. PECR and ePrivacy direct marketing rules; Ofcom persistent misuse limits on abandoned and silent calls (currently 3% per campaign per 24 hours); UK GDPR and EU GDPR through the DPA, including Standard Contractual Clauses and the UK Addendum.

A.5 Australia. Do Not Call Register Act 2006, Telemarketing and Research Industry Standard 2017 (calling hours and caller ID), Spam Act 2003, Australian Consumer Law.

A.6 Other countries. Local number requirements, address or registration documents, and restrictions notified at purchase through the Dashboard.

Contact

HYPERDIAL TECHNOLOGIES, India · Support: sales@hyperdial.io