Terms of Service

Controller/Contracting Entity: HELLOMATIK, S.L. (CIF B22803126)
Contact: contact@hellomatik.com

Effective date: 1 October 2025 — Last updated: 1 October 2025

These Terms of Service (the "Terms") govern access to and use of hellomatik.com, app.hellomatik.com, our APIs, voice and chat modules, automations, integrations, and related software, websites, and services (collectively, the "Service"). If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization. By using the Service, you accept these Terms. If you do not agree, do not use the Service.

1. Definitions

For the purposes of these Terms of Service:

"Customer," "you," or "your" means the person or entity using the Service.

"Authorized Users" means individuals you authorize to access the Service under your account.

"Customer Content" means data, text, files, audio, transcripts, prompts, outputs, metadata, and other material submitted to or processed by the Service under your account.

"Outputs" means content generated by the Service in response to Customer inputs or configurations.

"Integrations" means third-party products or services connected to the Service (e.g., CRMs, telephony, storage, messaging, analytics).

"Subprocessors" means third parties engaged by Hellomatik to process personal data to provide the Service.

"Security Incident" means unauthorized access to or disclosure of Customer Content in Hellomatik's systems resulting from a failure of Hellomatik's reasonable security measures.

2. The Service; Business Use Only

The Service is an enterprise platform that lets you deploy conversational voice/chat, automations, and workflows connected to your tools. The Service is intended for business use only. You remain responsible for how you configure and use the Service, what Integrations you connect, and any actions taken by your Authorized Users, agents, or workflows.

3. Accounts; Customer Responsibilities (Shared Responsibility Model)

3.1 Account Security.

You are solely responsible for: (a) maintaining the confidentiality of credentials, API keys, and tokens; (b) enabling and enforcing security controls such as SSO/MFA, least-privilege roles, IP allowlisting, and key rotation; (c) timely removal of access for departing users and vendors; and (d) monitoring activity in your environment. You must promptly notify Hellomatik of any suspected compromise.

3.2 Customer Systems & Data.

You control your data sources and Integrations. You are solely responsible for the legality, accuracy, and configuration of Customer Content and for obtaining all notices and consents required by law (including call recording/disclosure obligations for voice features and telemarketing constraints where applicable).

3.3 Misconfiguration & Third-Party Compromise.

Hellomatik is not responsible for unauthorized access, loss, or modifications caused by: (i) compromised or misused credentials (including phishing/social engineering of your users), (ii) misconfiguration of the Service or Integrations by you or your users, (iii) third-party breaches or outages in your systems, networks, or Integrations, or (iv) actions taken per your instructions or automations you configure.

3.4 Customer Backups.

Unless otherwise agreed in writing, Customer remains responsible for backing up data in non-Hellomatik systems and any copies exported from the Service.

4. License and Acceptable Use

4.1 License.

Subject to these Terms and timely payment of fees, Hellomatik grants you a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal business purposes.

4.2 Restrictions.

You will not: (a) copy, modify, translate, or create derivative works of the Service; (b) reverse engineer, decompile, disassemble, or attempt to discover the source code or underlying models (except to the extent such restriction is prohibited by law); (c) access the Service to build a competing product; (d) interfere with or disrupt the Service; (e) remove or obscure proprietary notices; or (f) use the Service for high-risk activities where failure could lead to death, personal injury, or severe environmental or property damage (e.g., medical diagnosis, life support, air traffic control, nuclear operations).

4.3 Acceptable Use.

You will not use the Service to: (a) violate law or others' rights; (b) store or transmit malicious code; (c) upload illegal, infringing, or offensive content; (d) send unlawful or unsolicited communications; or (e) attempt to bypass usage limits or rate limits.

4.4 Outputs and Human Review.

Outputs may be inaccurate or incomplete. You are responsible for reviewing and validating Outputs and for decisions made in reliance on them.

5. Customer Content; Privacy; Data Processing

5.1 Ownership.

You retain all rights in Customer Content.

5.2 Our Use of Customer Content.

You grant Hellomatik a limited, worldwide, non-exclusive license to process Customer Content solely to provide and maintain the Service, prevent or address technical or security issues, comply with law, and as otherwise permitted in these Terms or your DPA.

5.3 No Default Training.

Hellomatik does not use Customer Content to train AI models by default. Any training use would require explicit, revocable, granular opt-in.

5.4 Privacy & DPA.

Our Privacy Policy explains controller-side processing. Where Hellomatik processes personal data on your behalf, the parties will execute a Data Processing Agreement (DPA), which forms part of these Terms. In case of conflict, the DPA controls for processing on your behalf.

5.5 Subprocessors & Transfers.

Hellomatik may use Subprocessors under written agreements imposing data protection obligations. Cross-border transfers will rely on a lawful mechanism (e.g., EU Standard Contractual Clauses, adequacy decisions such as the EU–U.S. DPF, or other valid mechanisms).

6. Security; Incidents

6.1 Our Security.

Hellomatik implements reasonable and appropriate technical and organizational measures to protect the Service (e.g., encryption in transit, access controls, environment isolation, monitoring, and backups).

6.2 Security Incidents.

If Hellomatik confirms a Security Incident affecting Customer Content in Hellomatik systems, Hellomatik will notify you without undue delay and provide information reasonably available for you to meet your legal obligations.

6.3 Exclusions.

A Security Incident does not include unauthorized access, loss, or disclosure resulting from: (a) Customer's or a third party's systems or networks; (b) compromised credentials or devices of Customer or its users; (c) misconfiguration by Customer; or (d) actions performed per Customer's instructions or automations.

6.4 Cooperation.

Each party will reasonably cooperate in investigating and remediating any incident within its control.

7. Third-Party Services and Integrations

The Service may interoperate with or rely on third-party services (telephony, messaging, cloud, analytics, authentication, etc.). Third-party terms apply to those services, and Hellomatik is not responsible for their acts, omissions, security, availability, or performance. Integrations may access or store your data; you enable them at your own discretion and risk.

8. Voice, Calling, and Recordings

You are responsible for lawful use of outbound and inbound calling, including: (a) obtaining and honoring required consents/notices for recording and transcription; (b) complying with applicable telemarketing and do-not-call rules; and (c) honoring opt-out requests. Hellomatik provides configuration options and disclosures but does not provide legal advice or guarantee your compliance.

9. Beta/Preview; Free or Trial Access

Features identified as beta, preview, trial, or free are provided "as is" without support or SLA and may change or discontinue at any time. They may be subject to additional terms or limitations.

10. Fees; Taxes; Changes

Fees are as stated in your order, admin console, or applicable plan and are non-refundable unless required by law. Usage-based charges (e.g., minutes, events, storage, messages) are billed per actual consumption. You authorize Hellomatik or its payment processor to charge all fees and applicable taxes. Hellomatik may update pricing or plan features upon prior notice consistent with your billing cycle; continued use after the effective date constitutes acceptance.

11. Suspension and Termination

Hellomatik may suspend or terminate access if: (a) you breach these Terms or fail to pay; (b) your use risks the security, integrity, or availability of the Service; or (c) required by law. You may terminate at any time per your plan. Upon termination, your license ends and Hellomatik may delete Customer Content from active systems following the retention windows stated in your account or DPA.

12. Confidentiality

Each party will protect the other's Confidential Information with at least reasonable care and will use it only to perform under these Terms. Confidential Information excludes information that is publicly available without breach, rightfully received from a third party, independently developed, or required to be disclosed by law (with prompt notice where lawful).

13. Warranties; Disclaimers

13.1 Mutual Authority.

Each party represents it has power to enter these Terms.

13.2 Service Disclaimer.

The Service, Outputs, beta features, and any documentation are provided "as is" and "as available." Hellomatik disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or usage of trade. Hellomatik does not warrant that the Service will be error-free or uninterrupted or that Outputs will be accurate or suitable for any particular use.

13.3 Customer Responsibility.

You are solely responsible for (a) compliance with laws applicable to your data and communications, (b) human review of Outputs, and (c) harms caused by your configurations, credentials, devices, or Integrations.

14. Indemnities

14.1 By Customer.

You will defend, indemnify, and hold harmless Hellomatik and its affiliates, officers, directors, employees, and agents from and against all third-party claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) your Customer Content; (b) your use of the Service in breach of these Terms or law; (c) disputes with your end users or customers; or (d) your Integrations and configurations (including agent actions taken under your credentials).

14.2 By Hellomatik (IP).

Hellomatik will defend you against third-party claims alleging that the Service (when used as permitted and not combined with non-Hellomatik products except Integrations we supply) directly infringes a valid intellectual property right, and will pay damages finally awarded (or settlement approved in writing). Hellomatik may, at its option: (i) procure rights, (ii) modify or replace the Service to be non-infringing, or (iii) terminate the affected features and refund prepaid fees for the unused term. Hellomatik has no obligation for claims based on Customer Content, configurations, Integrations, or use in violation of these Terms.

15. Limitation of Liability

15.1 Exclusion of Certain Damages.

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenues, goodwill, data, or business interruption, even if advised of the possibility.

15.2 Aggregate Cap.

Except for your payment obligations and each party's indemnification obligations, each party's total aggregate liability arising out of or relating to the Service will not exceed the amounts paid or payable by Customer to Hellomatik for the Service during the twelve (12) months immediately preceding the event giving rise to liability.

15.3 Mandatory Limitations Preserved.

Nothing in these Terms excludes or limits liability where such exclusion or limitation is not permitted by law (e.g., for death or personal injury caused by negligence, fraud, or wilful misconduct).

15.4 Risk Allocation.

The fees reflect the allocation of risk in these Terms.

Important clarification (customer misuse and unauthorized access).

For the avoidance of doubt, Hellomatik is not liable for any unauthorized access, disclosure, loss, or damage that results from: (i) compromised credentials (including phishing or social engineering of Customer's users); (ii) misconfiguration of the Service or Integrations by Customer; (iii) vulnerabilities or outages in third-party systems or networks selected or controlled by Customer; or (iv) actions performed by automations, agents, or users under Customer's account and according to Customer's instructions or settings.

16. Publicity

Unless you opt out by written notice, you grant Hellomatik permission to identify you as a customer and to use your name and logo in client lists, websites, and presentations, provided such use is truthful and not misleading.

17. Export; Sanctions; Anti-Bribery

You represent that you and your users are not subject to sanctions and will comply with applicable export, sanctions, and anti-corruption laws. You will not use the Service in prohibited jurisdictions or for prohibited end uses.

18. Changes to the Service and to these Terms

We may modify features, impose limits, or discontinue parts of the Service with reasonable notice where practicable. We may update these Terms from time to time by posting the revised version and updating the "Last updated" date. Material changes will take effect 30 days after posting (or as otherwise stated in the notice). Your continued use after the effective date constitutes acceptance.

19. Order of Precedence; Entire Agreement; Assignment

If there is a conflict between these Terms and an Order Form, SOW, or DPA, the order of precedence will be: (1) DPA (for processing on your behalf), (2) Order Form/SOW, then (3) these Terms. These Terms constitute the entire agreement regarding the subject matter and supersede prior agreements. You may not assign these Terms without Hellomatik's written consent; Hellomatik may assign to an affiliate or in connection with a merger, reorganization, or sale of assets.

20. Governing Law; Venue

These Terms are governed by the laws of Spain, without regard to conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the courts of Madrid (Spain), and waive any objection to venue or forum non conveniens. Either party may seek injunctive or equitable relief in any court of competent jurisdiction.

21. Notices

Notices to Hellomatik must be sent to contact@hellomatik.com and to the postal address above. Notices are deemed given upon receipt.

22. Severability; Waiver

If any provision is found unenforceable, the remainder will remain in effect. Failure to enforce a provision is not a waiver.

By using the Service, you acknowledge that you have read and agree to these Terms, and that you are responsible for the acts and omissions of your Authorized Users, agents, and Integrations connected to your account.