Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") govern your access to and use of Coldread ("the Service"), a sales call intelligence platform operated by Prestige Corporate Events Ltd ("we", "us", "our"), a company registered in England and Wales.

By creating an account or using the Service, you ("Customer", "you", "your") agree to be bound by these Terms. If you are using the Service on behalf of an organisation, you represent that you have authority to bind that organisation to these Terms.

If you do not agree to these Terms, you may not use the Service.

2. Service Description

Coldread provides the following services:

• Call transcription: Automated speech-to-text conversion of sales call recordings with speaker identification
• AI-powered call analysis: Extraction of summaries, sentiment, key moments, action items, competitor mentions, and compliance checks from call transcripts
• Contact Intelligence: AI-generated profiles of call participants, including professional context, communication preferences, and behavioural insights (opt-in feature)
• Dashboard and reporting: Web-based interface for viewing and managing call data, contacts, and analytics
• VoIP integrations: Webhook-based integrations with VoIP providers (Aircall, Ringover, JustCall) for automatic call ingestion
• Webhook relay: Forwarding of VoIP webhook data to Customer-specified endpoints

The Service uses artificial intelligence to process call data. AI-generated outputs are provided as aids to human decision-making and should not be relied upon as the sole basis for decisions with legal or significant effects on individuals. All AI-generated content is labelled as such in the interface.

3. Account Registration and Security

To use the Service, you must:

• Create an account with a valid email address
• Provide accurate and complete registration information
• Maintain the security of your account credentials
• Notify us promptly of any unauthorised access to your account

You are responsible for all activity that occurs under your account. We reserve the right to suspend or terminate accounts that violate these Terms or pose a security risk.

4. Call Recording Consent (Critical)

Customer acknowledges that:

• Coldread does not record calls. Call recordings are made by Customer's VoIP provider and submitted to Coldread via webhook integration.
• Customer is the data controller for all call data submitted to Coldread. Coldread acts as a data processor on Customer's instructions.
• Consent requirements vary by jurisdiction. In two-party consent jurisdictions (e.g., California under CIPA, the UK under GDPR), all parties to a call must consent to recording. In interstate US calls, the strictest applicable law governs.
• AI profiling requires separate consent. Under GDPR Article 22, using Contact Intelligence to build profiles of call participants may require explicit consent beyond recording consent.
• Customer is responsible for providing pre-call disclosure to all call participants, informing them that the call may be recorded and analysed by AI.

5. Indemnification

Customer shall indemnify, defend, and hold harmless Coldread, its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or related to:

• Customer's failure to obtain required consents for call recording, as described in Section 4
• Customer's violation of applicable call recording, wiretapping, or electronic surveillance laws
• Customer's use of AI-generated data (including Contact Intelligence profiles) in a manner that violates applicable anti-discrimination, employment, or data protection laws
• Customer's breach of these Terms or any applicable law
• Any third-party claims arising from Customer's use of the Service

This indemnification obligation survives termination of these Terms.

6. Acceptable Use Policy

You agree not to use the Service to:

• Record without consent: Submit call recordings that were made without required consent under applicable law
• Discriminate: Use AI-generated analysis or Contact Intelligence profiles to make hiring, firing, promotion, or other employment decisions in a discriminatory manner, or to discriminate against individuals based on protected characteristics
• Process minors' data: Submit call recordings involving individuals under the age of 16
• Harass or stalk: Use Contact Intelligence profiles to stalk, harass, intimidate, or manipulate individuals
• Violate privacy: Share personal data extracted by the Service with unauthorised third parties or use it for purposes beyond legitimate business use
• Circumvent security: Attempt to access other Customers' data, reverse-engineer the Service, or circumvent security measures
• Overload the Service: Submit automated requests or volumes of data designed to disrupt or degrade Service performance
• Break the law: Use the Service in violation of any applicable law, regulation, or industry standard

We reserve the right to suspend or terminate accounts that violate this Acceptable Use Policy, with or without notice depending on the severity of the violation.

7. Data Ownership and Intellectual Property

7.1 Customer Data

You retain all rights in and ownership of data you submit to the Service ("Customer Data"), including call recordings, transcripts, and any data derived from your calls. We claim no ownership over Customer Data.

You grant us a limited, non-exclusive licence to process Customer Data solely for the purpose of providing the Service to you, in accordance with our Privacy Policy and any applicable Data Processing Agreement.

7.2 Coldread Platform

We retain all rights in the Service, including its software, design, documentation, algorithms, and proprietary technology. Nothing in these Terms transfers any intellectual property rights in the Service to you.

7.3 AI-Generated Outputs

AI-generated outputs (transcripts, analysis, Contact Intelligence profiles) are derived from your Customer Data and belong to you. However, you acknowledge that AI outputs may contain inaccuracies and should be reviewed by a human before reliance.

7.4 Feedback

If you provide suggestions, feature requests, or other feedback about the Service, we may use it to improve the Service without obligation to you.

8. Billing and Payment

8.1 Subscription Plans

The Service is offered on a subscription basis. Current pricing, plan features, and call pool limits are available on our pricing page. We may modify pricing with 30 days' notice; changes apply at the start of your next billing period.

8.2 Free Trial

New accounts may receive a free trial. The trial period, call limit, and available features are specified at signup. At the end of the trial, your account will be converted to a paid subscription if you provide payment details, or suspended if you do not.

8.3 Payment

Payments are processed by Stripe. By subscribing, you authorise us to charge your payment method on a recurring basis (monthly or annually). You are responsible for keeping payment details current.

8.4 Overage

If you exceed your plan's monthly call pool, additional calls are charged at the overage rate specified for your plan. Overage charges are billed at the end of the billing period.

8.5 Refunds

Subscription fees are non-refundable except where required by applicable law. If you cancel mid-period, you retain access to the Service until the end of your current billing period.

8.6 Payment Failure

If a payment fails, we will notify you and provide a 3-day grace period to update your payment method. If payment is not received within the grace period, your account will be placed in read-only mode. If payment is not received within 30 days, your account may be suspended and data deleted per our retention policy.

9. Service Availability

We strive to maintain high availability of the Service but do not guarantee uninterrupted access. The Service may be temporarily unavailable due to maintenance, updates, or factors beyond our control.

Target uptime: 99.5% measured monthly, excluding scheduled maintenance windows. This is a target, not a guarantee or SLA commitment.

We will make reasonable efforts to notify Customers of planned maintenance at least 24 hours in advance.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• Our total aggregate liability to you for any and all claims arising from or related to the Service shall not exceed the total fees paid by you to us in the 12 months preceding the claim.
• We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, business opportunities, or goodwill, regardless of whether such damages were foreseeable.
• AI outputs are not guaranteed. We do not warrant the accuracy, completeness, or reliability of AI-generated transcripts, analysis, or Contact Intelligence profiles. These outputs are provided "as is" as aids to human decision-making.
• We are not responsible for Customer's compliance. We provide tools and guidance, but Customer bears full responsibility for compliance with call recording consent laws, data protection regulations, and anti-discrimination laws applicable to their use of the Service.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation.

11. Modifications to the Service

We may modify, update, or discontinue features of the Service at any time. For material changes that reduce functionality, we will provide at least 30 days' notice via email. If you do not agree with material changes, you may terminate your account before the changes take effect.

12. Termination

12.1 Termination by Customer

You may cancel your subscription at any time through your account settings or by contacting us. Cancellation takes effect at the end of your current billing period. After cancellation, data is handled per our Privacy Policy (Section 7 — Data Retention).

12.2 Termination by Coldread

We may suspend or terminate your account immediately if you:

• Violate these Terms, including the Acceptable Use Policy
• Fail to pay fees for more than 30 days past due
• Use the Service in a manner that poses a legal or security risk
• Are subject to sanctions or export control restrictions

Where possible, we will provide notice before termination and an opportunity to cure the violation.

12.3 Effect of Termination

Upon termination, your right to use the Service ceases immediately. We will retain your data for 30 days to allow you to export it, after which it will be permanently deleted. Sections 5 (Indemnification), 7 (Intellectual Property), 10 (Limitation of Liability), 13 (Governing Law), and 14 (Dispute Resolution) survive termination.

13. Governing Law

These Terms are governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law principles. For Customers located in the United States, mandatory consumer protection laws of your state of residence shall apply to the extent they provide greater protection.

14. Dispute Resolution

In the event of a dispute arising from these Terms or your use of the Service:

1. Informal resolution: We will first attempt to resolve the dispute informally through good-faith negotiation for a period of 30 days
2. Mediation: If informal resolution fails, either party may refer the dispute to mediation under the rules of the Centre for Effective Dispute Resolution (CEDR)
3. Jurisdiction: If mediation fails, disputes shall be submitted to the exclusive jurisdiction of the courts of England and Wales, except that nothing prevents either party from seeking injunctive relief in any competent court

15. Data Processing

If you process personal data of EU/UK residents through the Service, a Data Processing Agreement (DPA) is required under GDPR Article 28. Our standard DPA is available upon request at legal@coldread.ai.

The DPA forms part of these Terms and includes Standard Contractual Clauses (SCCs) for international data transfers and the UK International Data Transfer Agreement (IDTA) addendum where applicable.

16. Force Majeure

Neither party shall be liable for failure or delay in performing obligations under these Terms if such failure or delay results from circumstances beyond the reasonable control of that party, including but not limited to natural disasters, war, terrorism, pandemics, government actions, power failures, internet outages, or failures of third-party service providers.

17. General Provisions

• Entire agreement: These Terms, together with the Privacy Policy and any applicable DPA, constitute the entire agreement between you and Coldread
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect
• No waiver: Failure to enforce any provision of these Terms shall not constitute a waiver of that provision
• Assignment: You may not assign these Terms without our prior written consent. We may assign our rights and obligations upon notice to you, including in connection with a merger, acquisition, or sale of assets
• Notices: Notices to us should be sent to legal@coldread.ai. Notices to you will be sent to the email address associated with your account

18. Changes to These Terms

We may update these Terms from time to time. When we make material changes, we will provide at least 30 days' notice via email before the changes take effect. Continued use of the Service after the effective date of changes constitutes acceptance of the updated Terms. If you do not agree with the changes, you may terminate your account before they take effect.

19. Contact Us

For questions about these Terms:

• Email: legal@coldread.ai
• Privacy enquiries: privacy@coldread.ai
• Postal address: Prestige Corporate Events Ltd, [Registered address]