Terms of Service — Voice Edge

Last updated: 27 June 2026 Version: v1.0

Service Provider: [RAZÓN SOCIAL DEL PROVEEDOR], with tax ID [CIF] and registered office at [DOMICILIO SOCIAL] (the "Provider"). "Voice Edge" is the commercial brand under which the Provider supplies the Service at the domain ellisce.com.

These Terms of Service (the "Terms") govern access to and use of the Service. They do not constitute legal advice. The Provider does not advise the Customer on compliance with the laws applicable to the Customer's activity; that assessment rests with the Customer.

1. Identification of the Provider

1.1. The Service is supplied by [RAZÓN SOCIAL DEL PROVEEDOR], tax ID [CIF], registered office at [DOMICILIO SOCIAL].

1.2. Contact channel for contractual and support matters: the Support module within the Service, and the address [EMAIL DE PRIVACIDAD] for data protection matters. Where the Provider has appointed a data protection officer, its details appear in the Privacy Policy: [DPO si aplica].

1.3. The "Voice Edge" brand, the ellisce.com domain and the associated signs belong to the Provider or to those it designates.

2. Subject matter and acceptance

2.1. The Service is a cloud telephone system (PBX) and contact-center platform over SIP and WebRTC. It includes, among other functions: inbound and outbound calls, IVR and call flows, queues and agents, an in-browser phone (webphone), call recording with configurable retention, speech transcription, AI-assisted quality control (QA), an AI assistant for editing flows, contact management (CRM) with CSV and vCard import, tags and custom fields, campaigns and a dialer for outbound calling, exclusion lists (including the Lista Robinson), callbacks, reports and call detail records (CDR).

2.2. The specific functional scope, usage limits and included functions depend on the plan the Customer contracts. The Provider may offer functions in beta or limited availability; where so indicated, those functions are supplied "as is" and may be withdrawn.

2.3. Acceptance of these Terms occurs when the Customer creates an account, contracts a plan or uses the Service, whichever happens first. A person accepting on behalf of a legal entity represents that they are authorized to bind it.

2.4. The Service is intended exclusively for businesses, professionals and entities contracting in the course of their economic or professional activity. The Customer confirms that it is not contracting as a consumer. The Provider does not supply the Service to consumers and may refuse or terminate any contract it identifies as having been entered into in a consumer capacity.

2.5. These Terms operate together with the Privacy Policy and the Data Processing Agreement (the "DPA"), which form part of the contract between the parties. In the event of conflict over the processing of Personal Data on the Customer's behalf, the DPA prevails.

3. Definitions

3.1. "Service": the Voice Edge platform described in clause 2 and the functions, interfaces and APIs the Provider makes available to the Customer.

3.2. "Customer": the natural or legal person that contracts the Service and in whose name the account is opened.

3.3. "Authorized User": each person to whom the Customer grants access to the Service under its account (administrators, agents and other profiles), identified by their credentials.

3.4. "Customer Data": the data the Customer enters into or generates through the Service concerning third parties, in particular the contacts and lists it uploads, and the recordings, transcriptions, metadata, CDR and notes of the calls it makes or receives with those contacts.

3.5. "Account Data": the data relating to Authorized Users and to the administration of the account, including name, email address, password hash, IP address, sessions, approximate geolocation by IP, security logs, second-factor authentication (2FA) and billing data.

3.6. "Personal Data": information about an identified or identifiable natural person, within the meaning of Regulation (EU) 2016/679.

3.7. "Controller": the party that determines the purposes and means of the processing of Personal Data.

3.8. "Processor": the party that processes Personal Data on behalf of the Controller and on its instructions.

3.9. "Sub-processor": the third party the Provider engages to process Customer Data in supplying the Service.

3.10. "Data Region": the geographic region in which Customer data is hosted and processed, set when the Service is contracted in accordance with clause 5.5.

3.11. "Call Party": the person with whom a call is established or attempted through the Service, other than an Authorized User.

4. Account, registration and Authorized Users

4.1. The Customer provides accurate registration data and keeps it current. The Provider may verify the Customer's identity and its ownership of the numbers or trunks the Customer connects.

4.2. The Customer creates and manages Authorized Users and assigns their roles and permissions. The Customer is responsible for the acts and omissions of its Authorized Users as if they were its own.

4.3. Credentials are personal and non-transferable. The Customer safeguards its credentials and API keys, enables second-factor authentication where available, and notifies the Provider without undue delay of any unauthorized access or loss of credentials. The Provider is not liable for damage arising from the use of valid credentials by a person who should not hold them where that is attributable to the Customer.

4.4. The Customer is responsible for the configuration it applies to the Service, including call flows, routing rules, recording retention periods, the choice of Data Region and the selection of AI providers and models. The Provider executes that configuration in accordance with the Customer's instructions.

5. Acceptable Use Policy

This clause defines the permitted use of the Service. A breach of it is a material breach of the contract and entitles the Provider to suspend the Service under clause 9.

5.1. Legal basis and consent to make contact. The Customer warrants that it has a legal basis to process the data of each person in its contacts and lists and to contact that person, and that, where the law so requires, it holds prior consent for commercial communications. This warranty covers the sending of commercial communications by electronic and telephone means in accordance with Directive 2002/58/EC (ePrivacy), Law 34/2002 (LSSI-CE) and Law 11/2022, the General Telecommunications Act.

5.2. Telemarketing and exclusion lists. The Customer complies with the direct marketing and commercial calling rules applicable to each Call Party. In Spain, this includes honoring the Lista Robinson and refraining from calling any person who has expressed their objection. In other jurisdictions, the Customer applies the equivalent requirements; in the United States, without this list being exhaustive, the prior-consent and Do-Not-Call registry requirements of telemarketing law, including the TCPA. The Customer maintains and applies its own exclusion lists and uses the Service's exclusion and DNC functions where appropriate. The Customer knows its local law; the Provider does not determine it for the Customer.

5.3. Lawfulness of recording. The Customer is responsible for the lawfulness of recording and transcribing calls in the jurisdiction of all parties, for duly informing Call Parties and for obtaining their consent where appropriate. The Customer configures recording retention in line with the purpose and the periods the law imposes on it.

5.4. Artificial intelligence; choice of provider, model and region. The Service offers AI functions (transcription, QA and the flow assistant) that rely on sub-processors, including Deepgram for transcription and providers of language models accessed through a gateway. The decision to use these functions, the choice of provider and model, and the assessment of whether that specific use complies with Regulation (EU) 2016/679 rest with the Customer. The Provider supplies reasonable information and controls, including the selection of Data Region and, where available, the sub-processor's region, but does not warrant that any given use of AI complies with the law applicable to the Customer's activity.

5.5. Data Region. The Customer sets the Data Region when it contracts the Service. As at the date of these Terms, the Service is supplied from a single deployment located in the European Union, and all hosting and processing take place there. The Americas Region will be offered once the Provider has a dedicated deployment for it; until then it is not available. The Data Region is set at sign-up and is not changed afterwards: moving an account to another region requires re-provisioning, not a mere configuration change. PBX telephony processing is carried out in accordance with Regulation (EU) 2016/679 regardless of the Data Region. Where transfers of Personal Data outside the European Economic Area occur, they will rely on the mechanisms in Chapter V of Regulation (EU) 2016/679 — in particular the standard contractual clauses and, where applicable, supplementary measures or the applicable adequacy framework — as detailed in the DPA. It is for the Customer to assess the suitability of the Data Region for its activity.

5.6. Prohibited conduct. The Customer will not use the Service, nor allow it to be used, to: (a) send unsolicited bulk traffic, voice spam or abusive messaging; (b) commit toll fraud, generate artificial traffic, pump traffic toward premium-rate numbering or otherwise abuse routing; (c) impersonate identities or spoof caller ID, except where presenting an alternative number is lawful and the Customer is authorized to use it; (d) make calls or transmit content that is unlawful, fraudulent, defamatory, or that infringes the rights of third parties; (e) circumvent the technical, security or capacity limits of the Service; or (f) access the Service to build a competing product or to extract data without authorization.

5.7. Fair use and capacity limits. The Service is supplied subject to fair-use and capacity limits associated with the contracted plan, including call concurrency, transcription and AI volume, recording storage and campaign sending. The Provider may set and adjust these limits to preserve the integrity and availability of the Service for all customers, and may throttle or pause AI or dialing functions when configured or reasonable cost or consumption caps are exceeded.

5.8. Monitoring and response. The Provider has no obligation to monitor use, but may do so to the extent necessary to operate the Service, respond to legal requests and detect abuse. In the event of a breach of this clause, of non-payment, or of use that compromises the security or lawfulness of the Service, the Provider may suspend the Service in whole or in part under clause 9.

6. Data protection: roles

6.1. With respect to Customer Data, the Customer acts as Controller and the Provider as Processor. The Provider processes Customer Data solely to supply the Service and on the Customer's documented instructions, which include the configuration of the Service and these Terms.

6.2. With respect to Account Data, the Provider acts as Controller. Its processing is governed by the Privacy Policy.

6.3. The Provider's processing of Customer Data is governed by the DPA, which sets out the subject matter and duration of the processing, the categories of data and data subjects, the security measures, the Sub-processor regime, assistance to the Customer, international transfers and the deletion or return of the data on termination. The Privacy Policy and the DPA are available within the Service and are incorporated into these Terms by reference.

6.4. The supervisory authority in Spain is the Spanish Data Protection Agency (AEPD). The applicable framework includes Regulation (EU) 2016/679 (GDPR) and Organic Law 3/2018 (LOPDGDD).

6.5. As Controller, the Customer is solely responsible for the lawfulness of the processing of Customer Data; for informing Call Parties in accordance with Articles 13 and 14 of Regulation (EU) 2016/679; for handling the exercise of data subjects' rights over Customer Data; and for not issuing the Provider instructions that infringe Regulation (EU) 2016/679 or Organic Law 3/2018. The Provider assists the Customer in these matters on the terms and within the limits of the DPA.

7. Customer Data

7.1. Customer Data belongs to the Customer. These Terms transfer no ownership of Customer Data to the Provider.

7.2. The Customer grants the Provider a limited, non-exclusive license, irrevocable for the term of the contract, to host, copy, transmit, transcribe, process and display Customer Data to the extent necessary to supply and maintain the Service, including backups and the involvement of Sub-processors under the DPA. This license ends on termination of the contract, except as necessary to comply with legal obligations or to complete the return or deletion of the data. The Customer's withdrawal of Customer Data is channeled through termination of the contract and deletion under the DPA, not through unilateral revocation of this license during the term.

7.3. The Customer may export its Customer Data during the term of the contract through the Service's export functions, including CDR, contacts and, depending on the available format, recordings and transcriptions.

7.4. On termination, the Provider makes the Customer Data available to the Customer for retrieval for a reasonable period, and after that period deletes or returns it in accordance with the DPA, except where the law requires retention. The specific retrieval and deletion periods are set out in the DPA.

7.5. The Customer is responsible for configuring recording retention and for exporting in good time whatever it needs to keep. The Provider does not warrant retention beyond the periods configured by the Customer and those provided for in the DPA.

8. Service availability and maintenance

8.1. The Provider supplies the Service with reasonable skill and care and seeks to keep it continuously available. The committed service level, if any, is the one set out in [SLA]; failing that, the Service is supplied without any guaranteed availability commitment beyond the general duty of care.

8.2. The Provider may carry out scheduled maintenance and, where security or stability so require, emergency maintenance. The Provider will give at least [X] days' notice of scheduled maintenance and will seek to minimize its impact. Emergency maintenance may be carried out without prior notice.

8.3. Continuity of the Service depends on elements outside the Provider's control, in particular carrier networks, the trunks and numbers the Customer supplies (BYOC), the Customer's connectivity and the services of Sub-processors. The Provider is not liable for interruptions attributable to those elements.

8.4. Emergency calls. The Service may not allow calls to emergency services (for example, 112 or 911) or may not transmit a reliable caller location, and it depends on mains power, internet connectivity and the proper functioning of the device or the webphone. The Customer informs its Authorized Users of this limitation and maintains an alternative means of accessing emergency services. The Provider is not liable for any inability to place an emergency call or for any inaccuracy of the associated location.

9. Pricing, billing, non-payment and suspension

9.1. The Customer pays the prices of the contracted plan and of usage, in accordance with the price list and the plan conditions in force. Telephony and AI usage may be billed on a usage basis, through a prepaid wallet or configurable spending caps, depending on the plan.

9.2. Prices are stated exclusive of indirect taxes. Applicable taxes are added to the invoice where due.

9.3. The Customer maintains a valid means of payment and sufficient balance where the plan operates on a prepaid basis. Failure to pay on time or exhaustion of the balance entitles the Provider to throttle variable-cost functions, pause campaigns or suspend the Service.

9.4. The Provider may suspend access to the Service, in whole or in part, in the event of: (a) non-payment not cured after demand; (b) breach of the Acceptable Use Policy; (c) use that compromises the security, lawfulness or integrity of the Service; or (d) an order from a competent authority. Except where urgency or the law prevents it, the Provider will give notice before suspending and will maintain the suspension only for as long as necessary. Suspension does not relieve the Customer of payment of amounts accrued. The Provider is not liable for any loss, damage or claim arising from a suspension or limitation carried out under this clause or the Acceptable Use Policy.

9.5. The Provider may change prices with effect for future billing periods, on at least [X] days' notice. If the Customer does not accept the new price, it may terminate under clause 15 before the change takes effect.

10. Intellectual property in the Service

10.1. The Service, the software, the interfaces, the documentation, the "Voice Edge" brand and everything the Provider contributes to supply it are and remain owned by the Provider or its licensors. These Terms grant the Customer a limited, non-exclusive, non-transferable and revocable right to use the Service during the term of the contract and for its internal use.

10.2. The Customer does not decompile, reverse engineer or attempt to extract the source code of the Service, except to the extent the law mandatorily allows. The Customer does not remove or alter ownership notices.

10.3. If the Customer submits feedback or suggestions about the Service, the Provider may use them without restriction and without compensation, without this affecting ownership of Customer Data.

11. Confidentiality

11.1. Each party treats as confidential the non-public information of the other to which it gains access in connection with the contract, including commercial terms, technical information about the Service and Customer Data. The receiving party uses it only to perform the contract and protects it with the diligence it applies to its own confidential information, which shall not be less than reasonable diligence.

11.2. Information is not confidential where it is or becomes public without breach, where the receiving party already lawfully knew it, where it is received from a third party with no duty of confidentiality, or where it is independently developed.

11.3. The receiving party may disclose confidential information where required by law or a competent authority, limiting the disclosure to what is required and notifying the other party where lawful to do so.

11.4. The confidentiality obligation survives for the term of the contract and for three years after its termination. For trade secrets and Customer Data, the obligation survives without time limit for as long as they retain that character.

12. Warranties and their exclusion

12.1. The Provider warrants that it will supply the Service with reasonable skill and care and in accordance with the description in clause 2.

12.2. Except as provided in clause 12.1 and as the law mandatorily imposes, the Service is supplied "as is" and "as available". The Provider excludes all other warranties, express or implied, to the extent they may be invoked, including those of merchantability, fitness for a particular purpose, accuracy of transcriptions or AI outputs, and uninterrupted or error-free operation.

12.3. The AI functions, including transcription and QA, produce probabilistic outputs that may contain errors. The Customer validates these outputs before relying on them for decisions affecting third parties. The Provider does not warrant the accuracy of such outputs.

12.4. The Provider does not provide legal advice. Any information the Provider supplies on regulatory compliance, Data Region or AI is indicative and does not replace the professional judgment the Customer must obtain for itself.

13. Limitation of liability

13.1. The Provider is not liable for loss of profit, loss of revenue, loss of goodwill, loss or corruption of data not attributable to its breach, or for indirect or consequential damage, even if advised of its possibility.

13.2. The Provider's total aggregate liability arising out of or in connection with the contract, on any ground, is limited to the amount actually paid by the Customer for the Service in the twelve months preceding the event giving rise to liability.

13.3. The limitations in this clause do not apply to willful misconduct, gross negligence, personal injury, or anything the law mandatorily prevents from being limited.

13.4. The Customer acknowledges that the prices of the Service have been set taking this allocation of risk into account.

13.5. The limitations in this clause do not affect the Customer's payment obligations under clause 9 or its indemnity obligation under clause 14, which are not limited.

13.6. The limitations in this clause apply even if any limited remedy provided in the contract fails of its essential purpose.

14. Indemnity by the Customer

14.1. The Customer holds the Provider, and its officers, employees and Sub-processors, harmless from any claim, penalty, damage and reasonable expense, including legal defense costs, arising out of: (a) Customer Data and its processing on the Customer's instructions; (b) the Customer's calling activity, in particular calling without a legal basis or without the required consent, breaching telemarketing rules or exclusion lists, or recording unlawfully; (c) breach of the Acceptable Use Policy; (d) the use of AI functions and the choice of provider, model or Data Region where that use infringes the law applicable to the Customer's activity; and (e) failure to inform its Authorized Users of the emergency-call limitations under clause 8.4.

14.2. The Provider will notify the Customer of a covered claim without undue delay and will give the Customer control of the defense and settlement, subject to the following: (a) the Provider may participate in the defense with its own counsel and at its own cost; (b) if the Customer does not assume the defense or does not conduct it diligently, the Provider may take over its conduct at the Customer's cost, without relieving the Customer of the indemnity; and (c) the Customer will not enter into any settlement that admits liability or fault on the part of the Provider, that imposes obligations on it, or that does not include its unconditional and full release, without the Provider's prior written consent. The Customer cooperates in the defense at its own cost.

15. Term, termination and effects

15.1. The contract takes effect upon acceptance and continues for as long as the Customer uses the Service or holds a current plan, in line with the contracted billing cycle.

15.2. Either party may terminate the contract at the end of the current period on the notice set by the plan. Termination of usage-based plans takes effect at the close of the billing period, without prejudice to payment for accrued usage.

15.3. Either party may terminate with immediate effect in the event of a material breach by the other not cured within a reasonable period after demand, or in the event of the other party's insolvency. The Provider may terminate with immediate effect upon a breach of the Acceptable Use Policy that is incapable of cure or that causes imminent harm.

15.4. On termination, the right to use the Service ceases. Clause 7 applies as regards the retrieval, return and deletion of Customer Data. The clauses that by their nature are to survive continue in force, in particular those on confidentiality, limitation of liability, indemnity, intellectual property and governing law.

16. Changes to the Terms

16.1. The Provider may amend these Terms for legal, technical or security reasons or as the Service evolves. It will give at least [X] days' notice of material changes through the Service or by email.

16.2. Use of the Service after the changes take effect constitutes acceptance of them. If the Customer does not accept a material change, it may terminate under clause 15 before the change takes effect.

17. Governing law and jurisdiction

17.1. These Terms are governed by Spanish law and, where applicable, by the law of the European Union.

17.2. For any matter arising out of the Terms, the parties submit to the courts and tribunals of [FUERO], waiving any other forum that might apply to them, unless a mandatory rule imposes another forum.

18. Miscellaneous

18.1. Assignment. The Customer does not assign its contractual position without the Provider's prior written consent. The Provider may assign the contract to a company in its group or in the context of a corporate transaction, without reducing the Customer's rights.

18.2. Subcontracting. The Provider may supply the Service using Sub-processors under the DPA, retaining its responsibility toward the Customer on the terms of these Terms and of the DPA.

18.3. Severability. If a clause is void or unenforceable, the remainder stays in force and the affected clause is construed in the sense closest to its purpose that is valid.

18.4. Waivers. Tolerance of a breach does not imply a waiver of the right to require compliance thereafter.

18.5. Force majeure. Neither party is liable for non-performance caused by events beyond its reasonable control, without prejudice to the obligation to pay amounts already accrued.

18.6. Entire agreement. These Terms, together with the Privacy Policy, the DPA, the price list and the plan conditions, constitute the entire agreement between the parties regarding the Service and supersede any prior agreement on the same subject matter.

18.7. Notices. Contractual notices are given through the Service or to the email addresses each party maintains for that purpose.

18.8. Order of precedence. In the event of conflict between the contract documents, they prevail in the following order: (i) the DPA, as regards the processing of Personal Data on the Customer's behalf; (ii) these Terms; (iii) the [SLA]; (iv) the plan conditions; and (v) the price list.