Evoro Terms of Service

These Terms govern access to the Evoro platform and related services provided by EVORO INT LTD trading as Evoro ("Evoro", "we", "us" or "our") to the customer identified at signup, checkout or on an Order Form ("Customer", "you" or "your").

EVORO INT LTD is a company registered in England and Wales under company number 13376248, with its registered office at 167-169 Great Portland Street, 5th Floor, London, England, W1W 5PF.

By creating an account, clicking to accept these Terms, signing an Order Form, or accessing the Service, Customer agrees to these Terms.

1. Definitions

"Agreement" means these Terms, the applicable Order Form, the DPA, the Documentation and any documents incorporated by reference.

"Customer Data" means all data, recordings, transcripts, CRM data, call metadata, files, prompts, corrections, outcomes and other content submitted to, captured by, processed through, or generated from Customer's use of the Service, to the extent it identifies Customer, its Permitted Users, its customers, prospects, suppliers or other data subjects.

"Documentation" means Evoro's then-current technical, support and product documentation made available to Customer.

"DPA" means Evoro's Data Processing Addendum.

"Included Minutes" means the call-analysis minutes included in Customer's subscription tier or Order Form.

"Order Form" means an ordering document, online checkout, quote, statement of work or other order process that references these Terms and sets out the subscription, tier, seats, usage allowance, fees and other commercial details.

"Output" means any summary, score, insight, recommendation, report, action, commitment, decision-support output or other content generated by the Service from Customer Data.

"Permitted Users" means Customer's employees, contractors and authorised representatives who are permitted to access the Service for Customer's internal business purposes.

"Service" means the Evoro platform and related services described in the Documentation or applicable Order Form.

"Subscription Term" means the subscription period set out in the Order Form or selected during signup, including any renewal term.

"Third-Party Platforms" means telephony, CRM, communications, identity, AI, transcription, cloud infrastructure, billing, analytics or other third-party products or services used with, integrated into, or relied on by the Service.

"Usage" means Customer's use of the Service, including seats, analysed calls, minutes, storage, integrations, exports and other usage metrics applicable to the subscription.

2. Order of precedence

If there is a conflict between the documents forming the Agreement, the following order applies, unless expressly stated otherwise:

1. the Order Form;
2. the DPA, solely for data-protection matters;
3. these Terms;
4. the Documentation.

No purchase order, supplier portal term or other Customer document will amend or override the Agreement unless expressly signed by Evoro.

3. The Service

3.1 Provision

Evoro grants Customer a non-exclusive, non-transferable right during the Subscription Term for its Permitted Users to access and use the Service for Customer's internal business purposes, in accordance with the Documentation, these Terms and any Order Form limits, including tier, seats, features and usage allowance.

3.2 What the Service does

The Service captures and analyses Customer's business calls from Customer's connected telephony platform and provides decision-support, commitment-tracking, reporting, scoring, coaching, analytics and workflow features as described in the Documentation.

Outputs are decision-support only. Customer remains responsible for its business decisions, customer communications, employment decisions, operational actions and use of the Service.

3.3 Support

Evoro will provide email support during UK business hours unless the Order Form states otherwise.

Target response times, support channels and any support tiers may be described in the Documentation or Order Form. Evoro will use reasonable endeavours to maintain availability and to schedule planned maintenance outside UK business hours where practicable.

Unless expressly stated in an Order Form, service-level credits are not provided.

3.4 Changes to the Service

Evoro may improve, update and modify the Service from time to time.

Evoro will not materially decrease the overall security or core functionality of the Service during a paid Subscription Term.

3.5 Beta features

Evoro may make beta, preview, experimental or early-access features available from time to time. Such features may be identified as beta, preview, trial, experimental or similar.

Beta features are provided as-is, may be modified or withdrawn at any time, and may be subject to additional terms or limitations.

4. Customer responsibilities and restrictions

4.1 Customer responsibilities

Customer is responsible for:

• (a) ensuring that it has all rights, notices, lawful bases, consents and permissions required to record, upload, transmit, analyse and otherwise process Customer Data through the Service;
• (b) complying with all laws and regulations applicable to Customer's use of the Service, including laws relating to call recording, workplace monitoring, telecommunications, privacy, data protection, direct marketing and employment practices;
• (c) providing all notices required to call participants, customers, prospects, employees, contractors, agents and other data subjects whose data may be captured or analysed through the Service;
• (d) ensuring that Customer Data is accurate, lawful and appropriate for use with the Service;
• (e) ensuring that its Permitted Users use the Service in accordance with the Agreement;
• (f) safeguarding credentials and preventing unauthorised access;
• (g) complying with the terms and permissions of Third-Party Platforms, including telephony, CRM and communications providers; and
• (h) making its own business, employment, customer, legal and operational decisions.

4.2 Restrictions

Customer shall not, and shall not permit any third party to:

• (a) resell, sublicense, distribute, rent, lease or otherwise make the Service available to any third party outside Customer's organisation;
• (b) use the Service for unlawful monitoring, surveillance, harassment, discrimination or any unlawful purpose;
• (c) reverse engineer, decompile, disassemble, copy or attempt to derive the source code, underlying ideas, algorithms, models, prompts, systems or architecture of the Service, except to the extent such restriction is prohibited by law;
• (d) use the Service to build, train, benchmark or improve a competing product or service;
• (e) circumvent, disable or interfere with usage limits, security controls, access controls or technical restrictions;
• (f) access or attempt to access non-public systems, data, accounts or areas of the Service;
• (g) upload malicious code, interfere with the Service, or use the Service in a way that could damage, disable, overburden or impair Evoro's systems;
• (h) use the Service in breach of Third-Party Platform terms; or
• (i) permit direct competitors of Evoro to access or use the Service without Evoro's prior written consent.

4.3 Suspension

Evoro may suspend Customer's or a Permitted User's access to the Service where Evoro reasonably believes that:

• (a) Customer is in material breach of the Agreement;
• (b) Customer's use threatens the security, integrity or availability of the Service;
• (c) Customer's use may expose Evoro, Customer, another customer or a third party to legal, regulatory or security risk;
• (d) Customer has failed to pay undisputed fees when due; or
• (e) suspension is required by law or by a Third-Party Platform.

Where practicable, Evoro will provide notice and an opportunity to remedy before suspension. Evoro may suspend immediately where necessary to protect the Service, comply with law, or prevent material harm.

5. Data

5.1 Customer ownership

Customer owns Customer Data. Evoro acquires no ownership of Customer Data except for the limited rights expressly granted in the Agreement.

5.2 Licence to provide and operate the Service

Customer grants Evoro and its authorised sub-processors a non-exclusive, worldwide, limited-term, royalty-free licence to host, copy, transmit, process, analyse, display and otherwise use Customer Data as necessary to provide, operate, secure, support, maintain and improve the Service, including to generate Outputs, prevent or address service issues, monitor usage, support integrations, and optimise Customer's use of the Service.

5.3 Service improvement and analytical learning

Customer agrees that Evoro may use Customer Data, including call content, metadata, corrections, user feedback and outcomes, to maintain, evaluate, improve and develop the Service and its analytical systems, scoring logic, prompts, classifiers and models.

This is a condition of the Service, subject to clause 5.4.

Where Customer has purchased a tier or Order Form that includes a no-training, restricted-learning or regulated-data carve-out, that Order Form will control.

5.4 Exposure guarantee

Evoro will not make one customer's Customer Data available to any other customer in identifiable or retrievable form.

Cross-customer learning, benchmarks and service improvement may use anonymised, aggregated or de-identified information only where it cannot reasonably identify Customer, its Permitted Users, its customers, prospects, suppliers or other data subjects.

Evoro's systems are designed so that cross-customer outputs do not reproduce Customer-identifiable call content, transcripts, CRM data or other Customer Data.

5.5 Third-party model providers

Evoro will not permit third-party AI model providers to use Customer Data to train their general-purpose foundation models, except where expressly disclosed in the DPA or agreed in an Order Form.

5.6 Aggregated insights

Evoro may create, use and commercialise aggregated, statistical, benchmark or analytical information derived from operation of the Service, provided it does not identify Customer, its Permitted Users, its customers, prospects, suppliers or other data subjects.

Such aggregated information is Evoro's intellectual property.

5.7 Export

Customer may export Customer Data in available formats through the Service at any tier during the Subscription Term and for 30 days after termination or expiry.

After the export window, Evoro may delete or anonymise Customer Data in accordance with its retention policy, subject to legal holds, backup retention and applicable law.

5.8 Deletion and backups

Deletion from live systems will be handled in accordance with the Documentation and DPA.

Customer Data may remain in encrypted backups for a limited backup-retention period, after which it will be overwritten or deleted in the ordinary course, unless retention is required by law.

5.9 Data protection

The DPA is incorporated into the Agreement and prevails over these Terms solely in relation to the processing of personal data.

5.10 Sub-processors and international transfers

Evoro may use sub-processors to provide the Service, including providers for hosting, AI inference, transcription, communications, billing, support, analytics and related operational services.

Evoro will maintain a published list of sub-processors or otherwise make such list available to Customer.

International transfers of personal data will be handled in accordance with the DPA.

5.11 Retention

Recordings are retained for 30 days by default unless a different retention period is set out in the Order Form or Documentation.

Transcripts, Outputs, metadata and derived records may be retained for the period necessary to provide the Service, comply with the Agreement, support auditability, maintain customer records and meet legal obligations, as further described in the Documentation or DPA.

5.12 Feedback

Customer grants Evoro a perpetual, irrevocable, worldwide, royalty-free licence to use suggestions, corrections, enhancement requests, recommendations or other feedback relating to the Service without restriction or obligation.

6. AI Outputs and human review

Customer acknowledges that Outputs are generated using automated and AI-assisted systems and may be incomplete, inaccurate or unsuitable for a particular decision.

Outputs are provided as decision support only. Customer is responsible for reviewing Outputs and for all decisions, actions, communications, employment decisions, customer-impacting decisions, legal decisions, regulated decisions or commercial decisions made using the Service.

Customer must not rely on Outputs as the sole basis for decisions that have legal, employment, disciplinary, financial, regulated or similarly significant effects without appropriate human review.

7. Third-Party Platforms

Customer acknowledges that the Service may depend on Third-Party Platforms, including telephony providers, CRM systems, cloud infrastructure, AI providers and transcription providers.

Evoro is not responsible for delays, failures, data loss, permission changes, API limitations, outages, pricing changes, suspension, misconfiguration or unavailability caused by Third-Party Platforms, Customer's accounts with those platforms, or Customer's failure to maintain required permissions and integrations.

Evoro may change its Third-Party Platforms and sub-processors in accordance with the DPA and Documentation, provided it does not materially decrease the overall security or core functionality of the Service during a paid Subscription Term.

8. Subscriptions, fees and payment

8.1 Subscriptions

Subscriptions are per seat, per tier and subject to the limits, Included Minutes, features and fees set out in the applicable Order Form, checkout flow or published price list.

Unless the Order Form states otherwise, subscriptions are purchased for the Subscription Term selected by Customer and are non-cancellable during that Subscription Term.

8.2 Term and renewal

Monthly subscriptions renew monthly.

Annual subscriptions renew for successive 12-month terms unless either party gives at least 30 days' written notice before the end of the then-current term.

Contact-centre family subscriptions are annual and payable in advance unless the Order Form states otherwise.

Pricing on renewal where subscription volume has decreased may revert to Evoro's then-current list pricing for the new volume.

8.3 Seat additions and reductions

Customer may add seats during a Subscription Term. Added seats will be charged at the applicable rate, pro-rated for the remainder of the then-current Subscription Term, and will co-term with the underlying subscription.

Unless the Order Form states otherwise, seat reductions take effect only at the next renewal.

8.4 Usage, included minutes and overage

Each subscription includes the Included Minutes set out in the applicable tier, price list or Order Form.

Usage is drawn down in the following order:

1. Included Minutes;
2. prepaid minute packages;
3. overage.

Unless Customer has enabled an agreed hard cap, analysis continues beyond Included Minutes and any prepaid minute package, and overage fees apply at Evoro's then-current published or Order Form rates.

Evoro may notify Customer when usage reaches 80% and 100% of Included Minutes. Failure to receive or act on a usage notification does not waive Customer's obligation to pay overage fees.

Customer may purchase prepaid minute packages at any time. Prepaid minute packages are non-refundable unless the Order Form states otherwise.

8.5 Hard cap

Customer may request an organisation-level hard cap where supported by the Service.

If a hard cap is enabled, calls or minutes beyond the cap will not be analysed, and the Service may display gaps in analysis coverage. Evoro is not responsible for missing Outputs, reports, insights or actions caused by Customer's selected hard cap.

8.6 Fees and payment

Customer will pay all fees set out in the applicable Order Form, checkout flow or invoice.

Self-serve subscriptions may be paid by card or Direct Debit. Order Form subscriptions may be invoiced net 30 unless stated otherwise.

Fees are exclusive of VAT and other applicable taxes.

Payment obligations are non-cancellable and fees are non-refundable except as expressly stated in the Agreement.

Billing disputes must be raised in writing within 60 days of the relevant invoice. Customer must pay all undisputed amounts when due.

8.7 Late payment

If Customer fails to pay undisputed fees when due, Evoro may charge interest and recover debt recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998 or any replacement legislation.

8.8 Suspension for non-payment

Evoro may suspend access for non-payment in accordance with its dunning process, including notice, payment retry, read-only grace and suspension.

Evoro will not delete Customer Data solely because of non-payment during the applicable export or retention period.

9. Trials, pilots and beta access

If Evoro provides access to the Service on a trial, pilot, beta, free or discounted basis, the Service is provided for evaluation unless the Order Form states otherwise.

Trial or pilot access may be limited by time, seats, usage, features, integrations or support.

Evoro may suspend or end trial or pilot access at the end of the agreed evaluation period.

Unless the Order Form states otherwise, trial, pilot and beta services are provided without service-level commitments, warranties, indemnities or liability beyond the minimum required by law.

Customer Data processed during a trial or pilot is subject to the DPA unless expressly agreed otherwise.

10. Channel and reseller orders

If Customer purchases the Service through a reseller, distributor, marketplace or channel partner, Customer's payment obligations may be owed to that third party, but Customer's use of the Service remains subject to the Agreement.

Evoro is not responsible for any separate promises, discounts, refunds, service commitments or terms offered by a reseller or channel partner unless Evoro expressly agrees them in an Order Form.

If there is a conflict between the Agreement and Customer's agreement with a reseller, the Agreement controls Customer's access to and use of the Service, and the reseller agreement controls payment and commercial terms between Customer and the reseller.

11. Confidentiality

Each party may receive confidential information from the other party in connection with the Agreement.

Confidential information includes non-public business, technical, financial, product, security, customer, pricing, operational and other information that is identified as confidential or should reasonably be understood to be confidential given the nature of the information and circumstances of disclosure.

Each party will:

• (a) protect the other party's confidential information using at least reasonable care;
• (b) use the other party's confidential information only to perform or receive the benefit of the Agreement; and
• (c) not disclose the other party's confidential information except to its employees, contractors, advisers, affiliates, sub-processors or representatives who need to know it and are bound by confidentiality obligations no less protective than those in these Terms.

Confidential information does not include information that:

• (a) is or becomes public without breach of the Agreement;
• (b) was already known to the receiving party without confidentiality restriction;
• (c) is independently developed without use of the disclosing party's confidential information; or
• (d) is lawfully received from a third party without confidentiality restriction.

A party may disclose confidential information where required by law, regulation, court order or government authority, provided it gives notice where lawful and practicable.

12. Security

Evoro will maintain reasonable administrative, technical and organisational measures designed to protect the security, confidentiality and integrity of Customer Data.

Evoro will not materially decrease the overall security of the Service during a paid Subscription Term.

Security incidents involving personal data will be handled in accordance with the DPA.

13. Warranties and disclaimers

13.1 Mutual authority

Each party warrants that it has authority to enter into and perform the Agreement.

13.2 Evoro service warranty

Evoro warrants that the Service will perform materially in accordance with the Documentation and clause 3.4.

13.3 Remedy

Customer's exclusive remedy for breach of clause 13.2 is for Evoro to use reasonable endeavours to correct the non-conformity.

If Evoro cannot correct the non-conformity within a reasonable period, Customer may terminate the affected subscription and receive a pro-rata refund of prepaid unused fees for the affected Service.

13.4 Disclaimers

Except as expressly stated in the Agreement, the Service and Outputs are provided without warranties, conditions or representations of any kind, whether express, implied, statutory or otherwise, to the fullest extent permitted by law.

Evoro does not warrant that:

• (a) the Service will be uninterrupted, error-free or always available;
• (b) Outputs will be complete, accurate or suitable for any particular decision;
• (c) all customer conversations, risks, commitments, coaching opportunities or follow-ups will be identified;
• (d) the Service will prevent revenue loss, customer churn, service issues or missed follow-ups; or
• (e) Third-Party Platforms will remain available, unchanged or compatible with the Service.

Nothing in the Agreement excludes or limits liability that cannot lawfully be excluded or limited.

14. Indemnities

14.1 Evoro IP indemnity

Evoro will defend Customer against any third-party claim alleging that the Service, when used as permitted under the Agreement, infringes that third party's UK or EU intellectual property rights, and will indemnify Customer against damages and costs finally awarded by a court or agreed in settlement by Evoro.

14.2 IP remedies

If the Service is, or in Evoro's opinion is likely to become, subject to an infringement claim, Evoro may:

• (a) procure the right for Customer to continue using the Service;
• (b) modify the Service so it is no longer infringing;
• (c) replace the Service with a substantially similar non-infringing service; or
• (d) terminate the affected subscription and provide a pro-rata refund of prepaid unused fees for the affected Service.

14.3 IP indemnity exclusions

Evoro has no obligation for claims arising from:

• (a) Customer Data;
• (b) Customer's modifications or combinations of the Service with products, services or data not provided by Evoro;
• (c) use of the Service in breach of the Agreement or Documentation;
• (d) Customer's continued use after Evoro has provided a non-infringing alternative; or
• (e) Third-Party Platforms not provided by Evoro.

14.4 Customer indemnity

Customer will defend Evoro against any third-party claim arising from:

• (a) Customer Data;
• (b) unlawful recording, monitoring, transcription, analysis or processing of calls or communications;
• (c) Customer's breach of the Agreement;
• (d) Customer's use of Outputs in customer-impacting, employment, legal, regulated or commercial decisions;
• (e) Customer's use of Third-Party Platforms; or
• (f) Customer's violation of applicable law,

and will indemnify Evoro against damages and costs finally awarded by a court or agreed in settlement by Customer.

14.5 Conduct of claims

A party seeking indemnity must:

• (a) promptly notify the indemnifying party of the claim;
• (b) give the indemnifying party reasonable control of the defence and settlement; and
• (c) provide reasonable assistance at the indemnifying party's expense.

The indemnifying party may not settle a claim in a way that admits fault or imposes non-monetary obligations on the indemnified party without the indemnified party's prior written consent, not to be unreasonably withheld.

15. Liability

15.1 General liability cap

Subject to clauses 15.3 and 15.4, each party's total aggregate liability arising out of or relating to the Agreement in any 12-month period is capped at the greater of:

• (a) the fees paid or payable by Customer for the Service in the 12 months before the event giving rise to the liability; and
• (b) £10,000.

15.2 Enhanced liability cap

Subject to clauses 15.3 and 15.4, each party's total aggregate liability for claims arising from:

• (a) breach of confidentiality;
• (b) breach of data-protection obligations;
• (c) breach of security obligations; or
• (d) Evoro's IP indemnity,

is capped at the greater of:

• (a) two times the fees paid or payable by Customer for the Service in the 12 months before the event giving rise to the liability; and
• (b) £50,000.

The Order Form may specify a different enhanced cap for enterprise, regulated or higher-value subscriptions.

15.3 Uncapped liabilities

Nothing in the Agreement limits or excludes either party's liability for:

• (a) death or personal injury caused by negligence;
• (b) fraud or fraudulent misrepresentation;
• (c) wilful misconduct;
• (d) Customer's payment obligations;
• (e) Customer's misuse of Evoro's intellectual property;
• (f) Customer's breach of usage restrictions; or
• (g) any liability that cannot lawfully be limited or excluded.

15.4 Excluded losses

Subject to clause 15.3, neither party is liable for:

• (a) indirect or consequential loss;
• (b) loss of profits;
• (c) loss of revenue;
• (d) loss of business opportunity;
• (e) loss of goodwill;
• (f) loss or corruption of data, except for Evoro's obligation to use reasonable endeavours to restore Customer Data from available backups; or
• (g) costs of procuring substitute services.

15.5 Claims period

Claims must be brought within two years of the date on which the cause of action arose, unless a shorter or longer period is required by law.

16. Termination

16.1 Termination for breach

Either party may terminate the affected subscription or the Agreement if the other party materially breaches the Agreement and does not remedy the breach within 30 days of receiving written notice.

16.2 Termination by Customer for Evoro breach

If Customer terminates for Evoro's uncured material breach, Evoro will provide a pro-rata refund of prepaid unused fees for the affected Service.

16.3 Termination by Evoro for Customer breach

If Evoro terminates for Customer's uncured material breach, all unpaid fees for the remainder of the applicable Subscription Term become immediately due and payable.

16.4 Effect of termination

On termination or expiry:

• (a) Customer's right to access the Service ends, except for any export access made available under clause 5.7;
• (b) Customer must pay all fees due up to and including the effective date of termination and any remaining fees due for the Subscription Term;
• (c) Evoro will handle Customer Data in accordance with clauses 5.7 and 5.8; and
• (d) each party must stop using the other party's confidential information, except as needed to comply with the Agreement, law, audit, backup, dispute or record-keeping obligations.

16.5 Survival

Clauses intended by their nature to survive termination will survive, including clauses relating to fees, data, confidentiality, intellectual property, disclaimers, indemnities, liability, export/deletion, governing law and dispute resolution.

17. Intellectual property

Evoro and its licensors own all intellectual property rights in and to the Service, Documentation, software, systems, prompts, models, workflows, templates, product design, know-how, aggregated insights and related technology.

Except for the limited rights expressly granted to Customer, no rights are transferred to Customer.

Customer owns Customer Data, subject to the licences granted in the Agreement.

18. Marketing

Customer grants Evoro the right to use Customer's name and logo as a customer reference in Evoro's website, sales materials, investor communications and other marketing or promotional materials.

Customer may opt out of such use at any time by giving written notice to Evoro.

Evoro will comply with Customer's reasonable brand guidelines provided to Evoro in writing.

Evoro will not issue a press release, publish a case study, attribute a quote to Customer, or imply Customer endorsement beyond customer-reference status without Customer's prior written consent.

19. General

19.1 Assignment

Neither party may assign or transfer the Agreement without the other party's prior written consent, not to be unreasonably withheld.

Either party may assign the Agreement without consent to an affiliate or in connection with a merger, acquisition, reorganisation, sale of substantially all assets or similar corporate transaction, provided the assignee assumes the assigning party's obligations.

If either party is acquired by, or transfers the Agreement to, a direct competitor of the other party, the other party may terminate the Agreement on written notice.

19.2 Notices

Notices under the Agreement must be sent by email or other written method to the addresses set out in the Order Form, account records or notified by a party.

Notices are deemed received when sent, provided no bounce-back or delivery failure is received, or on the next business day if sent outside business hours.

19.3 Force majeure

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labour disputes, internet or telecommunications failures, utility failures, cloud provider failures, cyberattacks, government action, changes in law, or failures of Third-Party Platforms.

Payment obligations are not excused by force majeure.

19.4 Independent contractors

The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, employment, agency or fiduciary relationship.

19.5 No third-party rights

Except as expressly stated, a person who is not a party to the Agreement has no right to enforce it under the Contracts (Rights of Third Parties) Act 1999.

19.6 Entire agreement

The Agreement is the entire agreement between the parties regarding the Service and supersedes all prior or contemporaneous agreements, discussions, proposals and representations relating to the Service.

19.7 Variation

Any variation to the Agreement must be in writing and signed by both parties, or accepted through an online process made available by Evoro.

19.8 Severability

If any provision of the Agreement is held invalid, illegal or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision will be interpreted or replaced to the minimum extent necessary to make it valid and enforceable.

19.9 Waiver

A failure or delay in enforcing a right under the Agreement is not a waiver of that right.

19.10 Governing law and jurisdiction

The Agreement and any dispute or claim arising out of or in connection with it are governed by the laws of England and Wales.

The courts of England and Wales have exclusive jurisdiction over any dispute or claim arising out of or in connection with the Agreement.