Terms of Service

1. About these Terms#

• How you accept. You accept these Terms by creating an account, by signing in for the first time, by ticking a box or clicking a button that refers to them, by signing an order that refers to them, or by using the Service.
• Organisations. If you accept for a company, school or other organisation, you confirm that you are authorised to bind it, and "you" means that organisation.
• Our other documents. These Terms include our Acceptable Use Policy and our AI and Avatar Policy. Our Data Processing Addendum forms part of these Terms whenever we process personal data on a Business Customer's behalf. Our Privacy Policy and Cookie Policy explain how we handle personal data as a controller; they are notices, not contract terms.
• Order of precedence. If documents conflict, this order applies: a written agreement or order form signed by both of us; then the Data Processing Addendum (for matters of data protection); then these Terms; then our policies.

2. Definitions#

Authorised User

a person you allow to use your account, such as your staff, administrators or a family member who helps you manage it.

Avatar

a digital character generated by the Service. A Custom Avatar is one based on Likeness Materials you provide. A Library Avatar is one we make available to all customers.

Business Customer

a customer that uses the Service for the purposes of a trade, business, profession or public function, including companies, schools, universities, charities and public bodies.

Consumer

an individual who uses the Service wholly or mainly for personal, family or household purposes, outside any trade, business or profession.

Customer Content

everything you or your Authorised Users or End Users submit to the Service, including Likeness Materials, documents, knowledge bases, prompts, scripts, settings and End User Data.

End User

a person who interacts with an Avatar or other experience you make available through the Service, such as a learner, employee, website visitor, job candidate or student.

End User Data

personal data about End Users that we process on your behalf, such as conversation audio, transcripts, reports and contact details.

Likeness Materials

photographs, video, voice recordings and other material that shows or represents a real person's face, body, voice or other likeness.

Minutes

the units of live avatar time that your plan includes or that you buy, counted as described in Plans, minutes and payment.

Output

anything the Service generates for you, including avatar video and speech, text, transcripts, summaries, scores, reports and certificates.

Service

the Zentiq platform and everything we provide with it, including our websites, console and portals, apps, APIs, software development kits, embeddable widgets, Avatars, voices, our AI host Chloe and our documentation.

3. Accounts#

• Age. You must be at least 18 years old, and able to enter into a binding contract, to create an account or act as an Authorised User. Children may use the Service only as End Users, as described in Children and schools.
• Accurate details. Give us accurate information when you sign up and keep it up to date.
• Security. Keep your sign-in methods secure. We sign you in with single-use codes and links sent to your email address, or with a third-party sign-in service. Anyone who can read your email may be able to sign in, so protect your email account. Tell us straight away at privacy@zentiqai.com if you think your account has been used without permission.
• Responsibility. You are responsible for everything done through your account, including by your Authorised Users, and for making sure they follow these Terms.
• Administrators. A Business Customer's account owners and administrators can manage its Authorised Users, content and settings, and can see the data held in the account.

4. The Service#

• What we provide. The Service lets you create and configure Avatars, give them knowledge and a voice, deploy them in portals, pages, websites and apps, and review the conversations and reports they produce, as described in our documentation and on our pricing page.
• Changes. We improve the Service continually, so features will change. We may add, change or remove features. If you are on a paid plan and a change materially reduces the core functionality you pay for, we will tell you in advance where we reasonably can, and you may cancel and receive a refund of prepaid fees for the unused part of your current billing period.
• Preview features. Features we label as beta, preview, experimental or similar are provided for evaluation, may be changed or withdrawn at any time, and are provided without any warranty or service commitment.
• Availability. We work to keep the Service available, but it may sometimes be interrupted, for example for maintenance or because of events outside our control. Unless we have agreed a service level in writing, we do not promise any particular level of availability or performance.
• Support. Support is provided through our support avatar and AI assistant and by email. We do not promise specific response times unless we have agreed them in writing.

5. Plans, minutes and payment#

• Plans. We offer a free plan, paid plans billed monthly or yearly, and enterprise terms agreed in writing. What each plan includes, and its price, is shown on our pricing page or in your order at the time you buy. Paid plans and payment methods may not be available in every country.
• How Minutes are counted. Minutes measure live time with an Avatar. They are counted by the second while a session is live, at the rates shown on our pricing page, which can differ by feature. Some activity, such as typed chat, may not be counted.
• Plan Minutes and purchased Minutes. Minutes included in a plan renew at the start of each monthly cycle and do not carry forward. Minutes you buy separately do not expire while your account is open and are used only after your plan's Minutes for the cycle have run out.
• When Minutes run out. Sessions stop, and new sessions cannot start, until more Minutes are available. We do not charge for usage beyond your Minutes unless you have switched on automatic top-up, in which case we will charge your payment method for the top-up you chose.
• Fees and taxes. You agree to pay the fees for the plan and purchases you choose. Prices do not include taxes unless we say so; you are responsible for applicable taxes other than taxes on our income.
• Payment. Payments are processed by our payment provider. You authorise us and our payment provider to charge your payment method for all fees when they are due, including recurring fees.
• Automatic renewal. Paid plans renew automatically at the end of each billing period for the same period, at the price then in effect, until you cancel. You can cancel at any time from the billing page of your account or by emailing us; cancellation takes effect at the end of the current billing period, and you keep access until then.
• Price changes. We will give you at least 30 days' notice of a price increase for your plan. The new price applies from your next renewal after the notice period. If you do not agree, you can cancel before the renewal.
• Failed payments. If a payment fails, we will tell you and try again. If it still has not been paid after a reasonable grace period, we may suspend your plan's Minutes or paid features until it is paid.
• Refunds. Except where these Terms or the law say otherwise, fees are not refundable, and purchased Minutes are not refundable or exchangeable for cash. Nothing in this section affects the rights described in If you are a consumer.
• Free use and promotions. Free plans, trial Minutes and promotional credits may be limited, changed or withdrawn at any time, have no cash value, and may be subject to extra conditions we tell you about.

6. Your content#

• You own your content. As between you and us, you keep all rights in your Customer Content.
• Permission you give us. You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, process, transmit, adapt and display Customer Content, and to create Avatars and voices from Likeness Materials, only as needed to provide, secure and support the Service for you, to prevent misuse, and to comply with the law. The licence ends when the Customer Content is deleted from the Service, except for copies we must keep by law and copies in backups until those backups expire.
• No training for others. We do not use your Customer Content or End User Data to train or improve AI models that are made available to other customers, and we do not sell it.
• Usage information. We may collect and use information about how the Service is used (such as session counts, durations, performance and error data) to operate, secure, bill for and improve the Service. We only share it outside Zentiq in aggregated or de-identified form that does not identify you, your End Users or any individual.
• Your responsibility. You are responsible for your Customer Content and for having all the rights, permissions and consents needed to submit it and to let us use it as these Terms describe.
• Keep copies. The Service is not a backup or archive. Keep your own copies of anything important.

7. Avatars, likeness and voice#

Custom Avatars and voices#

Before you create a Custom Avatar or a voice from Likeness Materials, you must obtain written consent from every person who appears or is heard in them (or, for a child, from a parent or legal guardian). You promise us that:

• each person has given informed, written consent to the creation and each intended use of the Avatar or voice, including its use in live, AI-generated conversations with your End Users;
• you will keep a record of that consent for as long as the Avatar or voice exists and for a reasonable period afterwards, and provide a copy to us promptly if we ask;
• you will use the Avatar or voice only within the scope of the consent, and stop using it, and delete it, if the consent ends or is withdrawn;
• you have obtained any further consent or release the law requires, including under biometric privacy laws and laws on digital replicas and rights of publicity; and
• the use will not infringe anyone's rights or break any law.

The Service may ask the person depicted to confirm their consent directly. We may refuse, disable or delete any Custom Avatar or voice if we cannot verify consent, if the person depicted asks us to stop using their likeness or voice, or if we reasonably believe it breaks these Terms.

Library Avatars#

Library Avatars are based on real people who have agreed to their likeness being used in Zentiq. We grant you a non-exclusive, non-transferable right to use Library Avatars within the Service for the duration of your subscription, for purposes that comply with our Acceptable Use Policy. You must not present a Library Avatar as a real, identifiable person, suggest that the person it is based on endorses you, or use it in sensitive contexts the Acceptable Use Policy prohibits. We may retire a Library Avatar, for example if the person it is based on withdraws their permission; we will give reasonable notice where we can.

8. AI output#

• How it works. Avatars and other features use artificial intelligence. Output is generated automatically, based on your configuration, your knowledge sources and what people say. It can be inaccurate, incomplete, out of date, inappropriate or different each time, and it may resemble content generated for others.
• Not professional advice. Output is not legal, medical, financial, tax, employment, educational assessment or other professional advice. Do not rely on it as a substitute for advice from a qualified person.
• Review before relying. You are responsible for reviewing Output before you rely on it, publish it or use it to make decisions. Decisions about people that have legal or similarly significant effects, such as decisions about hiring, employment, admission or grades, must be made or reviewed by a qualified person, as our Acceptable Use Policy requires.
• Who owns Output. As between you and us, and to the extent the law recognises rights in it, you own the Output generated for you, and we assign to you any rights we have in it. This does not include rights in Library Avatars and their voices, in the Service, or in our other technology and materials, which remain ours or our licensors'.

9. Your responsibilities to your End Users#

You decide who talks to your Avatars and why, so you are responsible for your deployments. In particular, you must:

• give End Users a privacy notice that explains how their personal data is used, including by Zentiq as your service provider, and have a lawful basis for that use;
• make sure End Users know they are interacting with an AI, and never disable or obscure the disclosure the Service provides;
• tell End Users before a conversation is recorded or transcribed, and obtain their consent wherever the law requires it (for example, in places where all parties to a conversation must agree to its recording);
• tell End Users when a feature uses their camera, and switch off features that are not lawful where your End Users are, including features that infer emotions of people at work or in education where the law prohibits that;
• obtain any consent needed under biometric privacy laws before a person's face or voice is used to create an Avatar or voice;
• if you use the Service in recruitment, give the notices, obtain the consents and arrange the human review and any bias audits the law requires;
• if your End Users include children, obtain verifiable parental consent or, where the law allows, act as the school that authorises the use for educational purposes;
• respond to your End Users' requests about their personal data (we will help as the Data Processing Addendum describes); and
• make sure your End Users use the Service in line with our Acceptable Use Policy.

10. Acceptable use and restrictions#

You must follow our Acceptable Use Policy. In addition, you must not, and must not allow anyone else to: copy, modify, reverse engineer, decompile or attempt to extract the source code, models or weights of the Service (except to the extent the law allows despite this restriction); access the Service to build a competing product or to train an AI model; get around usage limits, safety features or security measures; resell or sublicense the Service except as your plan or a written agreement allows; or use the Service in breach of any law.

11. Children and schools#

• The Service is not directed at children, except through deployments that use the features we provide for young learners.
• If you make the Service available to children under 13 (or under the age of digital consent where the child lives, if higher), you must obtain verifiable consent from a parent or legal guardian before any personal data is collected, unless you are a school and the law allows you to authorise the use for the school's educational purposes instead.
• If you are a school or other educational institution in the United States, we act as a "school official" with a legitimate educational interest in education records you share with us, under your direct control as to their use and maintenance, and we use them only to provide the Service to you, as the Family Educational Rights and Privacy Act permits.
• We do not use children's or students' personal data for advertising, and we do not sell it.
• You must tell us when a deployment is intended for children, so that the right safeguards apply.

12. Third-party services#

The Service may let you connect other services, such as a sign-in provider, a calendar or your own website. Those services are provided by third parties under their own terms. We are not responsible for them, and you are responsible for any data you choose to send to them.

13. Our intellectual property#

• We and our licensors own the Service and everything in it, including our software, models, Library Avatars, voices, Chloe, documentation, designs and trade marks. These Terms do not transfer any of those rights to you.
• Subject to these Terms and payment of the applicable fees, we grant you a non-exclusive, non-transferable right, for the duration of your plan, to use the Service for your internal business purposes (or, if you are a Consumer, for your personal purposes), and to make your Avatars available to your End Users.
• If you send us suggestions or feedback, we may use them without restriction or payment. You do not have to send us feedback.

14. Confidentiality#

Each of us may receive information from the other that is marked as confidential or that a reasonable person would understand to be confidential, including non-public information about the Service and Customer Content. The receiving party will use it only to perform or exercise its rights under these Terms, will protect it with at least reasonable care, and will share it only with its staff, advisers and service providers who need to know it and are bound by similar duties. This does not apply to information that is or becomes public through no fault of the receiving party, was already lawfully known to it, is received lawfully from someone else, or is developed independently. A party may disclose confidential information when the law requires, after giving the other party notice where it lawfully can. These duties continue for three years after these Terms end, and for trade secrets for as long as they remain trade secrets.

15. Data protection#

• When you are the controller. For End User Data and other personal data in Customer Content, you are the controller (or "business") and we are your processor (or "service provider"). Our Data Processing Addendum applies automatically to Business Customers and forms part of these Terms.
• When we are the controller. For account, billing and website data, we are the controller, as our Privacy Policy explains.
• Sensitive data. The Service is not designed for health records, payment card data, government identifiers or other special categories of data beyond what a feature expressly requires. Do not submit such data unless we have agreed in writing that you may. We do not sign business associate agreements under the US Health Insurance Portability and Accountability Act, so the Service must not be used to process protected health information.
• Security. We protect the Service and Customer Content with the measures described on our Security page and in the Data Processing Addendum.

16. Suspension#

We may suspend all or part of your access to the Service, or disable specific content or Avatars, if we reasonably believe that: you or your users have broken these Terms or our Acceptable Use Policy; your use poses a security risk or could harm us, other customers or anyone else; a person depicted in a Custom Avatar has withdrawn consent or disputes it; fees are overdue after the grace period; or the law or a competent authority requires it. We will limit the suspension to what is reasonably necessary, tell you in advance where we reasonably can, and restore access once the problem is resolved.

17. Term, termination and your data#

• Term. These Terms apply from when you first accept them until your account is closed and every plan has ended.
• Ending by you. You can stop using the Service and cancel your plan at any time. If you have signed an order for a fixed term, it ends as that order says.
• Ending by us. We may end these Terms, or a free plan, for any reason with 30 days' notice; if we do so while you have a paid plan, we will refund prepaid fees for the unused part of your billing period. We may end these Terms immediately by notice if you materially breach them and (where the breach can be remedied) do not remedy it within 15 days of our notice, if you seriously or repeatedly break our Acceptable Use Policy, if you become insolvent, or if the law requires us to.
• What happens next. When these Terms end, your right to use the Service ends, unpaid fees become due, and unused Minutes lapse without refund unless the law or these Terms say otherwise.
• Getting your data. Before your account closes, you can download or export Customer Content using the tools in the Service, or ask us for help at legal@zentiqai.com. For 30 days after the end of these Terms we will, on request, give you a reasonable opportunity to retrieve Customer Content. After that we will delete it as our Data Processing Addendum describes, unless the law requires us to keep it.
• Switching providers in the EU. If you are a Business Customer established in the European Union and the EU Data Act applies to your use, you may ask to switch to another provider or to your own systems. You may give notice of up to two months; we will then provide reasonable help, and give you access to your exportable data, during a transition period of 30 days, and you will be able to retrieve your data for at least 30 days after that. We will not charge switching fees beyond those the Data Act allows.
• What survives. Sections that by their nature should continue after these Terms end will continue, including those on payment, confidentiality, disclaimers, limitation of liability, indemnities and disputes.

18. Warranties and disclaimers#

• Your promises. You promise that you have the authority to accept these Terms, that you have all rights, consents and permissions needed for your Customer Content and your deployments, and that you and your users will use the Service lawfully.
• Our promise to paying Business Customers. We promise that, during a paid plan, the Service will perform materially as described in our documentation. If it does not, tell us, and we will use reasonable efforts to correct it. If we cannot do so within a reasonable time, you may end the affected plan and receive a refund of prepaid fees for the unused part of the billing period. This is your only remedy for a breach of this promise.

If you are a Consumer, this section does not take away the rights the law gives you (see If you are a consumer).

19. Limitation of liability#

The exclusions and limits in paragraphs (a) and (b) do not apply to your obligations to pay fees, to your indemnities, or to your liability for breaching our Acceptable Use Policy or your promises about consent and Likeness Materials. If you are a Consumer, If you are a consumer sets out our liability to you instead of this section.

20. Indemnities#

• By you. You will defend us and our affiliates, and our and their staff, against any claim, demand, investigation or proceeding brought by a third party or an authority that arises from your Customer Content (including Likeness Materials), your deployments and your End Users' use of them, your failure to give notices or obtain consents you are responsible for under these Terms, decisions you make using Output, or your breach of these Terms or the law, and you will pay the resulting damages, fines, penalties, settlements and reasonable costs, including legal fees.
• By us. If a third party claims that the Service, as we provide it to a paying Business Customer, infringes that party's intellectual property rights, we will defend you against the claim and pay the damages and costs finally awarded against you or agreed by us in settlement. We have no obligation for claims arising from Customer Content, Output, Custom Avatars, anything not provided by us, combinations with anything not provided by us, changes not made by us, free or preview features, or use in breach of these Terms. If we believe the Service may infringe, we may get the right for you to keep using it, modify it so it no longer infringes, or end the affected plan and refund prepaid fees for the unused part of the billing period. This is our entire liability for intellectual property infringement claims.
• How claims are handled. The party seeking protection must tell the other promptly, let the other control the defence and settlement (a settlement that admits fault by, or imposes obligations on, the protected party needs its consent, which it will not unreasonably withhold) and give reasonable help at the other's cost.
• Consumers. This section does not apply to Consumers, except to the extent the law allows.

21. Changes to these Terms#

We may change these Terms, for example to reflect changes in the Service or the law. We will publish each new version on this page with a new date. If a change materially affects your rights or obligations, we will tell you by email or in the Service at least 30 days before it takes effect, unless the change is needed sooner for legal, safety or security reasons. If you do not agree to a change, you may stop using the Service and cancel before it takes effect; if you are on a paid plan and the change is to your disadvantage, you may cancel and receive a refund of prepaid fees for the unused part of your billing period. If you keep using the Service after the change takes effect, the new Terms apply to you.

22. Governing law and disputes#

Governing law. These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter, are governed by the laws of the country in which Zentiq's contracting entity is registered, as shown on our Company information page once published. Except as set out below for customers in the United States, the courts of the country whose laws govern these Terms have exclusive jurisdiction, although either of us may seek urgent injunctive relief in any court.

Consumers in the EU, the UK and elsewhere. If you are a Consumer, you also keep the protection of the mandatory laws of the country where you live, and you may bring proceedings in the courts of that country. In the UK, if you live in Scotland or Northern Ireland, you may also bring proceedings there.

Arbitration agreement for customers in the United States#

If you live in, or your organisation is established in, the United States, this subsection applies to any dispute between you and us arising out of or relating to these Terms or the Service.

• Talk to us first. Before starting an arbitration or court case, the party with the dispute must send the other a written description of it and of the relief sought (to us at legal@zentiqai.com). We will each try in good faith to resolve it for 60 days.
• Binding individual arbitration. If the dispute is not resolved, it will be decided by binding arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules if you are a Consumer, or its Commercial Arbitration Rules otherwise, before a single arbitrator. The Federal Arbitration Act governs this agreement to arbitrate. Hearings may take place by video, or in the county where you live if you are a Consumer. If you are a Consumer, we will pay the AAA's filing, administration and arbitrator fees beyond the amount you would have paid to file a claim in court, unless the arbitrator finds your claim frivolous.
• Class action and jury waiver. You and we may bring claims only in an individual capacity, not as a plaintiff or class member in any class, collective, consolidated or representative proceeding. The arbitrator may not consolidate claims of different people or award relief to anyone other than the individual party. You and we each waive the right to a jury trial.
• Mass filings. If 25 or more similar demands for arbitration are filed against us by or with the help of the same law firm or organisation, the AAA's supplementary rules for mass arbitrations will apply, and the demands may be administered in batches.
• Exceptions. Either party may bring an individual claim in a small claims court that has jurisdiction, and either party may bring a claim in court to protect its intellectual property or to stop unauthorised use of the Service.
• Opting out. You may opt out of this arbitration agreement by emailing legal@zentiqai.com within 30 days after you first accept these Terms, with your name, the email address of your account and a statement that you opt out of arbitration. Opting out does not affect any other part of these Terms.
• If part of this is unenforceable. If the class action waiver is found unenforceable for a claim, that claim (and only that claim) will be decided by a court, not an arbitrator, and will be stayed until the individual arbitrable claims are decided. A claim for public injunctive relief that cannot lawfully be waived or arbitrated will be decided by a court after the arbitration of all other claims.

23. If you are a consumer#

This section applies only if you are a Consumer. Where it conflicts with anything else in these Terms, this section applies.

• Your legal rights. Nothing in these Terms affects the rights you have under the consumer laws of the country where you live that cannot be changed by contract. For example, in the UK the Service must be provided with reasonable care and skill, and in the EU digital services must conform to the contract.
• Right to cancel (EU and UK). If you live in the EU or the UK, you may cancel a new subscription, or a purchase of Minutes, within 14 days of the day of the purchase, without giving a reason. To do so, use any cancellation option we provide in your account, or send us a clear statement by email to legal@zentiqai.com. We will refund what you paid within 14 days of receiving it, using the same payment method. At checkout you ask us to make your Minutes available straight away. So, if you have started to use the Service before you cancel, we may deduct an amount in proportion to what we provided before you told us (for example, the Minutes you used); and where the law treats what you bought as digital content rather than a service, you lose the right to cancel once you start using it, as you acknowledged at checkout.
• Our responsibility to you. If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breach or of our failure to use reasonable care and skill. Loss or damage is foreseeable if it is obvious that it will happen or if both of us knew it might happen when you accepted these Terms. We are not responsible for business losses: the Service is provided to you for personal, family and household use only.
• Automatic renewal (United States). Your subscription renews automatically, as described in Plans, minutes and payment. Where the law of your state requires it, we will send you a reminder before a yearly subscription renews and before a free or discounted period converts to a paid plan, and you can cancel online.

24. Export controls and sanctions#

You must comply with all export control and economic sanctions laws that apply to your use of the Service, including those of the United States, the European Union, the United Kingdom and the United Nations. You confirm that you are not, and are not owned or controlled by, a person on any sanctions or restricted-party list, and that you will not use or give access to the Service in or from a country or region subject to comprehensive sanctions, or for any purpose those laws prohibit.

25. General#

• Entire agreement. These Terms and the documents they refer to are the whole agreement between us about the Service and replace any earlier agreement about it. Terms in your purchase orders or similar documents do not apply.
• Assignment. You may not transfer your rights or obligations under these Terms without our written consent, except to a successor of your whole business. We may transfer them to an affiliate or to a successor of our business, and we may use subcontractors, remaining responsible for them.
• Events outside our control. Neither party is liable for a delay or failure caused by events beyond its reasonable control, such as natural disasters, epidemics, war, terrorism, riots, government action, labour disputes (other than of its own staff), or failures of utilities, internet or hosting providers. This does not excuse payment obligations.
• Notices. We may give you notices by email to the address on your account or in the Service. You must send legal notices to us by email at legal@zentiqai.com.
• Electronic communications. You agree that we may communicate with you electronically, and that agreements, notices and other communications we provide electronically satisfy any legal requirement that they be in writing.
• Publicity. We may name Business Customers, and show their logos, in our customer lists and marketing materials, unless you ask us not to by emailing us.
• No waiver. If we do not enforce a right straight away, we can still enforce it later.
• Severability. If a court finds part of these Terms unenforceable, the rest continues in effect, and the unenforceable part applies to the fullest extent the law allows.
• Relationship. We are independent contractors. These Terms do not create a partnership, agency or employment relationship.
• Third parties. No one other than you and us has any right to enforce these Terms, except as our Data Processing Addendum states.
• Language. These Terms are written in English. If we provide a translation, the English version prevails to the extent the law allows.
• Interpretation. Words such as "including" and "for example" do not limit the words that come before them. Headings are for convenience only.

26. Contact#

Questions about these Terms: legal@zentiqai.com. Privacy questions: privacy@zentiqai.com. Our company details are on our Company information page.