General Terms and Conditions
For the AI voice assistant service provided by Fastlajna s.r.o., with its registered office at Školská 1736/12, Nové Město, 110 00 Praha 1, Company ID (IČO) 29543908, registered in the Commercial Register maintained by the Municipal Court in Prague, file no. C 448213 (hereinafter the "Provider").
1. Definitions
In these general terms and conditions (hereinafter the "GTC") the following terms have the meaning set out below:
1.1 "Service" — the AI voice assistant service providing for the receipt of incoming telephone calls, automated speech synthesis and recognition, dialogue management of the call by a language model, retrieval of answers from the Client's Knowledge Base, and booking in its calendar. The Service is provided exclusively for incoming communication; outbound calling is not part of the Service.
1.2 "Provider" — Fastlajna s.r.o. as the provider of the Service.
1.3 "Client" — an entrepreneur within the meaning of § 420 and § 421 of Act No. 89/2012 Sb., the Civil Code, who has entered into an agreement with the Provider for the provision of the Service.
1.4 "User" — a third party who initiates an incoming call to a telephone number made available to the Client as part of the Service (the Client's customer).
1.5 "Subcontractor" — a third party whose services the Provider uses to provide the Service; the current list is set out in Annex No. 1 to the DPA (Sub-processors).
1.6 "Agreement" — the agreement for the provision of the Service concluded between the Provider and the Client, an integral part of which are these GTC, the Data Processing Agreement (DPA), the Acceptable Use Policy (Annex No. 1), the SLA Schedule (Annex No. 2), and the Price List (Annex No. 3).
1.7 "AI Act" — Regulation (EU) 2024/1689 of the European Parliament and of the Council laying down harmonised rules on artificial intelligence.
1.8 "GDPR" — Regulation (EU) 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.
1.9 "ZEK" — Act No. 127/2005 Sb., on Electronic Communications.
1.10 "Baseline AI Assistant Configuration" — the Provider's binding internal configuration standard for AI assistants. A change to the Baseline AI Assistant Configuration with a material impact on the configuration of the Service at the Client (in particular a change to the mandatory opening disclosure elements, the prohibition on biometric functions, or the processing of sensitive data) is subject to notification under Art. 8.4 GTC.
1.11 "Payment Service Provider" or "PSP" — the payment service provider through which the Provider ensures the processing of the Client's card payments (contracting entity Stripe Payments Europe, Limited, Ireland; the regulated payment service provider is Stripe Technology Europe, Limited).
1.12 "Payment Card" — the Client's payment card stored (tokenised) with the PSP upon payment of the first Subscription or later in the PSP interface.
1.13 "Payment Mandate" — the Client's consent to the recurring debiting of payments from the Payment Card through the PSP pursuant to Art. 2a.
1.14 "Knowledge Base" — the set of information from the Client's websites and documents from which the AI assistant draws answers to Users' queries (Art. 3.3).
1.15 "Assistant" — an individual instance of the AI voice assistant set up by the Client within the Service, with its own configuration, chosen tariff, and assigned telephone number. The Client may operate multiple Assistants under the Agreement.
1.16 "Subscription" — the paid contractual relationship relating to an individual Assistant. Each Assistant has a separate Subscription with its own tariff and its own Billing Period; the price and the volume of performance included under the Price List always relate to a single Assistant, not to the Client's account as a whole.
1.17 "Billing Period" — the recurring monthly billing period of a particular Subscription maintained with the PSP. It begins on the day the Subscription is set up and need not coincide with the calendar month; the decisive boundaries are those of the billing period stated on the relevant invoice.
2. Subject Matter and Scope of the Service
2.1 The Provider provides the Client with the Service through the services of the Subcontractors listed in Annex No. 1 to the DPA. The nature and functionality of the Service depend on the Subcontractors' services; the Provider is not liable for limitations arising from the technical nature of machine learning models, in particular as to the accuracy, completeness, and currency of outputs.
2.2 Telephone numbers made available under the Service serve exclusively to receive incoming calls initiated by a User. Outbound calling is not part of the Service.
2.3 The Service does not serve for emergency calls (the 112 line or other emergency lines under § 33 ZEK or Art. 109(2) of Directive (EU) 2018/1972). The Client is obliged to inform Users that emergency calls cannot be made to the telephone numbers made available under the Service.
2.4 The Service is operated with the following structural parameters, which the Client acknowledges by accepting the GTC:
a. the AI assistant is configured in accordance with the Baseline AI Assistant Configuration (Art. 1.10); each new assistant undergoes verification against this standard before being put into operation;
b. recording of every incoming call is permanently active at the orchestration-layer Subcontractor (Vapi Inc.) with no technical means of disabling it;
c. the first sentence of every call contains the mandatory opening disclosure under Art. 3.4 (AI transparency under Art. 50(1) of Regulation (EU) 2024/1689, information about recording, and the option to end the call);
d. the Service is not provided for purposes prohibited under Art. 4 of these GTC;
e. the Service is provided in the version and configuration documented as of the effective date of the Agreement; changes are governed by Art. 8;
f. the Provider does not perform backups of the Client's and Users' data beyond the ordinary operational recovery of infrastructure; the Client is responsible for its own backup by exporting data under Art. 9.4.
2.5 Onboarding. Onboarding of a new Client takes place in the Provider's application. In the application, the Client enters the data necessary for setting up and operating an Assistant, in particular identification and contact details, data for regulatory identification (KYC), the web address for the Knowledge Base (Art. 3.3), and the Assistant's configuration including the system prompt (Art. 2.6, Art. 12.3). The Client is responsible for the truthfulness, completeness and currency of the data entered in the application and for keeping them up to date.
2.6 Setting up an Assistant. The Client sets up an Assistant by placing an order in the Provider's application, in which it selects the Assistant's configuration, tariff, and requested telephone number. The Subscription arises upon completion of the order and payment of the first fixed monthly component of the tariff in the PSP's secure payment interface (Art. 2a.2). Only after the PSP confirms successful payment does the Provider acquire the telephone number and set up and make available the Assistant; the provisioning takes place automatically and asynchronously, typically within minutes of payment. The Client's mere return from the payment interface to the application is not confirmation of payment or of setup.
2.7 Unavailability of the selected number. If the telephone number selected by the Client is no longer available at the time of setup, the Provider will assign the Assistant a substitute telephone number of the same category (country and type). If no substitute number is available, the setup of the Assistant fails and Art. 2.8 applies.
2.8 Failure of setup. If the Assistant cannot be set up (in particular due to unavailability of a telephone number or an insurmountable technical obstacle), the Provider will cancel the Subscription and refund the Client the first payment in full, typically automatically through the PSP to the Payment Card, otherwise manually without undue delay. Other claims by the Client arising from the failure of setup are excluded; this is without prejudice to Art. 6.3.
2.9 Customer Account and Acceptance of the Contractual Documentation. Use of the Service is conditional upon the creation of a customer account by registration in the Provider's application. Completion of the registration is conditional upon the Client's express confirmation that it has read the GTC and the DPA, including their annexes, and agrees to their wording; the Client makes the confirmation by ticking the designated box in the registration form, in which the GTC and the DPA are made available by link. The Agreement is concluded at the moment of this confirmation.
2.10 Express Confirmation of Structural Specifics and Client's Representation. Before completing the order for the first Assistant, the Client, by ticking the designated box in the application, expressly confirms that it has read the structural parameters of the Service under Art. 2.4, the specifics under Art. 3.6 and the expressly non-implemented measures under Art. 6.3 of the DPA, and that it accepts them — in particular the permanently active recording of calls, the transfer of personal data to Sub-processors in the USA and other third countries, the 30-day retention of call transcripts with OpenAI without prior redaction of personal data, the absence of backups beyond operational recovery, and the absence of application-level encryption of individual data fields — and at the same time represents that it does not and will not operate the Service in any of the prohibited categories under Art. 4.1. The order cannot be completed without this confirmation. An untrue representation constitutes the Client's gross negligence under Art. 4.2.
2.11 Record of Acceptance. The Provider electronically records the moment of the confirmations under Art. 2.9 and 2.10, the version of the accepted documents, and the identification of the customer account from which the confirmations were made. The Provider retains the record for the duration of the Agreement and for the duration of the limitation periods arising from it; the record serves as evidence of the conclusion of the Agreement and of the confirmations made.
2a. Price and Payment Terms
2a.1 Price List. The prices for the Service are set out in the Provider's price list (Annex No. 3, the "Price List"), which forms an integral part of the Agreement and is published at https://fastlajna.cz/en/compliance#cenik. The Price List sets out the tariffs, their fixed monthly component, the volume of performance included in the tariff, and the variable component based on actual usage (in particular the price per call minute beyond the included volume). Prices, the included volume, and the variable component always relate to a single Assistant (a single Subscription); if the Client operates multiple Assistants, it pays the price for each of them separately. The fixed monthly component includes the use of one telephone number under Art. 2.6 and 2.7; the supported countries and number types are set out in the Price List.
2a.2 Arising of the payment obligation and the Payment Mandate. By completing the order for an Assistant and paying the first fixed monthly component in the PSP's payment interface, the Client (a) expresses its consent to these GTC, if it has not already done so (Art. 2.9), (b) undertakes to pay the price of the chosen tariff under the Price List for the relevant Subscription, and (c) grants the Provider a Payment Mandate; the Payment Mandate applies to each Subscription so established. The Payment Mandate covers the recurring debiting of: (i) the fixed monthly component of the tariff in advance at the start of each Billing Period of the relevant Subscription, and (ii) the variable component based on actual usage for the preceding Billing Period (Art. 2a.2a), calculated in the manner set out in the Price List. The Client acknowledges the frequency of debiting (monthly, separately for each Subscription according to its Billing Period) and the method of determining the variable amount (per the Price List). The Payment Mandate expires upon cancellation of all Assistants under Art. 2a.9 or upon termination of the Agreement under Art. 9; the Client may change the Payment Card details at any time in the PSP interface (Art. 2a.3b).
2a.2a Consumption measurement and billing of the variable component. The consumption of a Billing Period includes calls of the relevant Assistant initiated within that period. The billed duration of each individual call is rounded up to whole minutes (each commenced minute of a call is billed as a full minute); only thereafter are the rounded minutes of individual calls summed. The variable component for a Billing Period is invoiced as a separate line item on the invoice issued for the immediately following Billing Period; the first invoice issued upon setup of the Subscription does not include the variable component. The detailed method of calculation and rounding of amounts is set out in the Price List. The basis for any billing complaint is the record of individual calls (start time, duration) maintained by the Provider.
2a.3 Automatic payment and proof of payment. The price is paid by automatic debiting from the Payment Card through the PSP on the basis of the Payment Mandate; for the card regime, the due date under the fallback invoicing regime (Art. 2a.6) does not apply. For each debit the Provider will issue the Client an invoice, sent electronically to the Client's e-mail address given upon registration; the Client consents to the electronic form of the document. The invoice is proof of a payment already made, not a payment request. The Provider is not a value added tax payer; prices are final, value added tax is not added to them, and the invoice is issued without value added tax.
2a.3a Storage and security of the Payment Card. The Client enters the Payment Card details directly into the PSP's secure interface. The Provider does not have access to the full Payment Card number and does not store it; it processes only the Payment Card identifier (token) provided by the PSP.
2a.3b Self-service PSP interface. In the PSP's self-service interface, the Client may change the Payment Card and view or download invoices and payment history. A change of tariff and cancellation of an Assistant are carried out exclusively in the Provider's application (Art. 2a.8 and 2a.9); performing these actions by any other means has no effect vis-à-vis the Provider.
2a.4 Unsuccessful debit and default. If a payment cannot be debited from the Payment Card (in particular due to decline, expiry, or insufficient funds), the Provider is entitled to repeat the debit attempt through the PSP and, after prior notice, to suspend the provision of the Service or of the individual Assistant until the outstanding amount is paid. The Client undertakes to maintain a valid Payment Card with sufficient funds with the PSP. During the period of default, the Provider is entitled to demand default interest at the statutory rate under Government Regulation No. 351/2013 Sb.; this is without prejudice to the right to terminate the Agreement under Art. 9 in the event of default exceeding 30 days. The Assistant's consumption is measured and billed even during the period of default, until the Assistant is suspended or cancelled.
2a.4a Chargebacks and fraudulent conduct. Payments debited in accordance with the Payment Mandate are authorised. An unauthorised chargeback of an authorised payment does not extinguish the Provider's receivable; the receivable persists regardless of any chargeback made, and the Provider is entitled to suspend the Service under Art. 2a.4 and to demand default interest. The Client is liable to the Provider for the costs and fees incurred as a result of a chargeback or fraudulent use of the Payment Card attributable to the Client and shall indemnify the Provider for the resulting damage.
2a.5 Change of the Price List. The Provider will notify the Client of a change to the Price List (Annex No. 3) 90 days in advance; where it reflects a change in the Subcontractors' prices, 30 days in advance. An extraordinary change to the Price List is governed by Art. 8.6. If the Client does not agree with the change, it is entitled to terminate the Agreement without penalty by the effective date of the change; by continuing to use the Service after the change takes effect, the Client agrees to the change.
2a.6 Fallback invoicing regime. Where payment by Payment Card cannot be used, the Provider may apply the invoicing regime: payment on the basis of an invoice issued monthly in arrears with a 14-day due date from issuance. The other provisions of this article apply mutatis mutandis.
2a.7 Payment Service Provider. The processing of payments is ensured by the PSP on the basis of its own contractual relationship with the Provider. The Provider is not liable for interruption, delay, or restriction of payments caused by the PSP, in particular for the withholding of funds (reserve), suspension, or cancellation of the Provider's account with the PSP; the availability of the Service is not contingent on the immediate availability of funds from the PSP.
2a.8 Change of tariff. The Client changes the Assistant's tariff in the Provider's application. The change takes effect from the start of the immediately following Billing Period of the relevant Subscription; no additional payment or pro-rata credit arises for the running Billing Period (no pro-rata settlement). If the Client makes multiple changes within the same Billing Period, the last one applies.
2a.9 Cancellation of an Assistant. The Client may cancel an Assistant at any time in the Provider's application. Cancellation is final and irreversible and has the following effects: (a) the Subscription and the provision of the service through the Assistant end at the moment of cancellation, and the telephone number is released; (b) the variable component not yet invoiced for the running Billing Period is invoiced as a separate invoice and debited on the basis of the Payment Mandate; the full volume included in the tariff is used for this calculation, with no pro-rata reduction; (c) the fixed monthly component already paid for the running Billing Period is not refunded or pro-rata reduced. Art. 9.4 to 9.6 apply mutatis mutandis to the data of a cancelled Assistant, with the period under Art. 9.4 running from the cancellation of the Assistant. Upon termination of the Agreement under Art. 9, all Subscriptions terminate with the effects under this article as of the effective date of termination.
3. Client's Obligations
3.1 Client's Obligations towards Users
The Client represents and undertakes that:
a. as the controller of Users' personal data, it has ensured compliance with all obligations under the GDPR, in particular the existence of a proper legal basis for processing (Art. 6, or Art. 9 GDPR where applicable) and compliance with the information obligation under Art. 13 and 14 GDPR;
b. it will ensure that Users are informed that they are communicating with an automated artificial intelligence system, in accordance with Art. 50(1) of Regulation (EU) 2024/1689, in a manner that is clear, comprehensible, and provided at the moment of first contact; the Provider fulfils this obligation technically through the call's opening disclosure under Art. 3.4, and the Client is responsible for supplementing it in its own personal data processing notice and in its other communication channels;
c. it will ensure, in accordance with § 89 and § 88a ZEK, that the caller is informed about the recording of the call and the retention of traffic and location data and, where relevant to the chosen legal basis, obtains the caller's consent; the Client acknowledges that the call's opening disclosure (Art. 3.4) provides the technical aspect of the information at the moment the call is answered, but does not replace the Client's information obligation in its own personal data processing notice;
d. Users of the Service are not persons under 18 years of age, unless the Client ensures the demonstrable consent of a legal guardian; Users under 13 years of age are excluded from the Service without exception.
3.2 Customer Identity Verification and Regulatory Obligations for Telephone Numbers
a. The Client undertakes to provide the Provider with true, complete, and up-to-date data necessary for the registration of telephone numbers as part of mandatory customer identity verification (regulatory identification; KYC) with the telecommunications Subcontractor (Twilio Inc.). The Client is responsible for the accuracy and currency of this data and for its ongoing updating. Without a valid address and the data required under this article, a telephone number cannot be acquired and an Assistant cannot be set up (Art. 2.8).
b. The Client acknowledges that untrue data provided for customer identity verification or an unauthorised breach of regulatory rules may result in the immediate suspension (blocking) of telephone numbers or of the Service by the Subcontractor, without the Provider being liable for such suspension (blocking).
3.3 Knowledge Base — Sources and Consent
a. The Client is responsible for having all rights to the content that the Provider processes on the Client's instruction as the assistant's Knowledge Base (in particular the text of the Client's website, structured documents, frequently asked questions).
b. The Client expressly agrees that the Provider may automatically retrieve the content of the web addresses (URLs) entered by the Client in the application and use the structured output for the purposes of providing the Service. Upon deployment, the Provider automatically retrieves the content of the web address (URL) specified by the Client and uses it for the assistant's Knowledge Base; retrieving content from additional addresses requires a separate written order.
c. The Client shall fully indemnify the Provider for any third-party claims arising from the content of the assistant's Knowledge Base, in particular claims for infringement of copyright, intellectual property rights, database rights, and trademark rights.
3.4 Mandatory Opening Call Disclosure
The Client acknowledges and agrees that every call within the Service begins with a mandatory opening disclosure containing four elements (identification of the Client, information that the caller is communicating with an AI assistant, information about the recording of the call, instructions for ending the call). A sample wording is:
"Hello, [Client's company name]. You are speaking with a virtual AI assistant. This call is recorded for the purpose of processing your booking. If you do not agree, please end the call. How can I help you?"
The Client may not unilaterally suppress the opening disclosure, shorten it below the scope of the mandatory four elements, or replace it with wording that would not cover the mandatory elements.
3.5 Acceptable Use Policy (AUP)
The Client undertakes to comply with the Acceptable Use Policy (Annex No. 1), which mirrors the Subcontractors' acceptable use policies and constitutes a material condition of the Agreement. A breach of the AUP by the Client or a User entitles the Provider to immediately suspend the Service without compensation or to terminate the Agreement with immediate effect.
3.6 Specific Parameters of the Service
By the express confirmation under Art. 2.10, the Client accepts the following specifics of the Service, which are structurally inherent in the nature of providing the Service:
a. Transfer to the USA and to third countries outside the EEA: voice recordings, transcripts, and call metadata pass through Subcontractors established or processing data in the USA (Twilio Inc., VAPI Inc., OpenAI OpCo, LLC, ElevenLabs Inc.; for sub-subcontractors, in particular Anthropic, PBC, see Annex No. 1 to the DPA) on the basis of standard contractual clauses under Commission Implementing Decision (EU) 2021/914 and, where relevant, also the EU-U.S. Data Privacy Framework. In the event the EU-U.S. Data Privacy Framework is invalidated, the transfer will automatically rely exclusively on standard contractual clauses without the need for an amendment to the Agreement. Speech recognition (Speech-to-Text) is provided by the Subcontractor Soniox Inc.; audio is routed to its European processing region (see item e), but the orchestration layer of VAPI Inc., through which audio passes to Soniox Inc., continues to be operated in the USA (item c), and Soniox Inc.'s system/billing data may be processed outside the European Union.
b. 30-day retention of input data at OpenAI: the text transcript of the call (a transcript containing names, telephone numbers, and other personal data of Users, produced by the Subcontractor Soniox Inc.) remains with the Subcontractor OpenAI for up to 30 days for the purposes of abuse detection and related human review (TaskUs LLC, the Philippines). OpenAI has not processed raw call audio since the deployment of the Subcontractor Soniox Inc. The Provider does not implement a mechanism for the prior removal (redaction) of personal data, for operational reasons (system latency).
c. VAPI as the primary orchestration layer: call handling takes place in the cloud environment of the Subcontractor VAPI Inc. (USA) on the basis of standard contractual clauses without a separate data processing agreement. Voice biometric verification, speaker recognition, emotion detection, and gender or age detection are not active under the Baseline AI Assistant Configuration.
d. Speech recognition (Soniox Inc.): the primary transcription of speech from incoming call audio is provided by the Subcontractor Soniox Inc. Audio processing is configured for the European processing region (the Provider has verified the activation for its account); without it, audio processing would be governed by the default US region. Soniox Inc. does not store audio or text by default (ongoing in-memory processing without persistent storage in real time). Soniox Inc.'s system and billing data are excluded from the region selection and may be processed outside the European Union.
e. Fallback speech transcription (Google Gemini 2.0 Flash): if the primary transcription service (Soniox Inc.) fails, transcription automatically switches to the substitute service of Google (Gemini 2.0 Flash) operated by Google LLC (USA). This Subcontractor is therefore an active Subcontractor of the Service and may change depending on availability at the level of the Subcontractor VAPI Inc.; changes are governed by Art. 8 (10 days' prior notification). The Provider is further evaluating this fallback architecture (single fallback vs. multi-tier fallback) following the deployment of Soniox Inc.
f. Further onward transfers to countries without an adequacy decision: as part of abuse detection at the Subcontractor OpenAI, human review is carried out by TaskUs LLC (Philippines); sub-providers of the Subcontractor Google may process data in other third countries (in particular India, Mexico, and Israel). These onward transfers rely on standard contractual clauses (Module 3) in accordance with the relevant Subcontractors' documentation; details are set out in Art. 8.4 of the DPA.
3a. Processing of the Client's Personal Data (GDPR Notice)
3a.1 Processing of the Client's data. The Provider processes the personal data of the Client and of persons acting on behalf of the Client (in particular name, contact and identification data, Company ID/Tax ID, billing data and the Payment Card token, identifiers of the customer account, subscriptions, and invoices held with the PSP) as controller for the purposes of concluding and performing the Agreement, invoicing and payment processing, compliance with legal obligations, and the protection of legitimate interests (fraud prevention, debt recovery). The legal basis is the performance of a contract (Art. 6(1)(b) GDPR), compliance with a legal obligation (item (c)), and legitimate interest (item (f)).
3a.2 The Payment Service Provider as recipient. The recipient of the Client's payment and identification data is the PSP (Art. 1.11), which acts in part as an independent controller in relation to this data, in particular for the purposes of fraud prevention, anti-money-laundering (AML) compliance, and the PSP's regulatory obligations. The processing terms on the PSP's side are governed by its own policies.
3a.3 Transfer to a third country. Data may be transferred to the United States of America (Stripe, Inc.). The transfer relies primarily on standard contractual clauses adopted by Commission Implementing Decision (EU) 2021/914; the PSP's certification under the EU-U.S. Data Privacy Framework is used as a supplementary safeguard.
3a.4 Rights and retention period. The retention period and the rights of the data subject (access, rectification, erasure, restriction of processing, objection, portability, and the right to lodge a complaint with the Office for Personal Data Protection) are set out at https://fastlajna.cz/en/compliance#privacy. The Provider retains data for invoicing and accounting purposes for the period required by law; for this reason, historical invoices and billing records are not deleted even after the cancellation of an Assistant or the termination of the Agreement.
4. Prohibited Uses
4.1 The Client may not use the Service, or permit its use, for:
a. conduct contrary to the laws of the Czech Republic and the EU; among other things, for fraudulent conduct, voice fraud (vishing), phishing, impersonation of another person, the spreading of malicious software, the generation of content sexualising minors or inciting violence, or discrimination based on protected characteristics;
b. operation in healthcare in the broadest sense, in particular the provision of health services, medical, nursing, psychological, or psychotherapeutic counselling; operation by a public authority or another public-law entity. The Service is intended exclusively for private-law entrepreneurs in unregulated sectors under this article;
c. providing personalised professional advice in the fields of healthcare, law, finance, tax advisory, or investment services without qualified human review of the output before its delivery to the User and without an express notice as to the nature and limitations of AI;
d. processing special categories of personal data under Art. 9 GDPR without meeting the statutory conditions;
e. the systematic extraction of the Service's outputs and their further provision to third parties beyond ordinary use of the Service, or the use of the Service's outputs as training data for machine learning models;
f. operation for minors under 13 years of age without exception; for persons aged 13–18 only with the demonstrable consent of a legal guardian;
g. circumventing the Acceptable Use Policy (Annex No. 1) or the Baseline AI Assistant Configuration (Art. 1.10).
4.2 A breach of any obligation under Art. 4.1 is qualified as gross negligence by the Client within the meaning of § 2898 of Act No. 89/2012 Sb., the Civil Code. A breach entitles the Provider to immediately suspend the Service and terminate the Agreement with immediate effect without compensation; at the same time, the limitation of the Client's liability under Art. 6 does not apply.
4.3 By the express confirmation under Art. 2.10, the Client represents that it does not operate the Service in any of the prohibited categories under Art. 4.1. An untrue representation constitutes its gross negligence under Art. 4.2.
4.4 Subcontractor ElevenLabs — third-party beneficiary. The Subcontractor ElevenLabs is a third-party beneficiary in relation to the Client's obligations under the ElevenLabs Prohibited Use Policy. The Client is bound by the ElevenLabs Prohibited Use Policy (Annex No. 1) and undertakes to cooperate with any audit required by ElevenLabs. The Client shall indemnify both the Provider and ElevenLabs for any claims arising from a breach of this policy.
5. Intellectual Property Rights to Outputs
5.1 All outputs generated by the Service on the basis of the Client's use (in particular transcripts, generated answers, synthesised audio data, bookings, outputs of the Knowledge Base) belong to the Client to the extent they can be made the subject of intellectual property rights.
5.2 The Client grants the Provider a non-exclusive, royalty-free, territorially unlimited licence to use the outputs of the Service exclusively for the purposes of (a) providing the Service to the Client, (b) ensuring its security, abuse prevention, and auditing, (c) compliance with the Provider's and Subcontractors' obligations under the law, and (d) improving the Service. The use of the Client's outputs for training machine learning models by the Provider is excluded; the purpose under item (d) does not include model training. The undertaking not to use customer data for model training also applies to the Subcontractor ElevenLabs (opt-out from training activated).
5.3 The Client acknowledges that the Provider may retain aggregated and anonymised statistics about the use of the Service (e.g., number of calls, duration, technical telemetry); such data is not personal data within the meaning of Art. 4(1) GDPR, and the Provider is entitled to use it without further restriction.
5.4 The Client acknowledges that, with certain Subcontractors (in particular VAPI Inc., ElevenLabs Inc.), the Subcontractor reserves in its own terms and conditions a licence for operational purposes corresponding to its terms and conditions as then in effect, and the Provider cannot unilaterally terminate it. The licence granted to the Provider expires upon termination of the Agreement and survives only to the extent necessary for the deletion and export of data.
6. Limitation of Liability
6.1 The Provider's total aggregate liability under and in connection with the Agreement is limited to an amount equal to the payments made by the Client to the Provider for the 12 months preceding the event giving rise to the claim for damages. For the avoidance of doubt, the aggregate amount of the Provider's liability shall not exceed 12 times the fixed amount of the most expensive tariff in the Price List.
6.2 The Provider is not liable for:
a. indirect damage, lost profit, loss of data, loss of business opportunities, loss of goodwill, non-material harm to reputation;
b. damage caused by the outage, restriction, or termination of a Subcontractor's service that the Provider could not influence and of which it informed the Client without undue delay; this limitation includes, in particular, a Subcontractor's decision to restrict or terminate the Service;
c. damage caused by the failure of a Subcontractor's technical equipment or infrastructure that the Provider did not cause and could not influence;
d. damage caused by the inaccuracy, incompleteness, or distortion of AI model outputs (Art. 12);
e. damage caused by a breach of the Client's obligations under the Agreement or the GTC, in particular a breach of Art. 3 (Client's obligations) or Art. 4 (prohibited uses);
f. interruption, delay, or restriction of payments caused by the Payment Service Provider (PSP) under Art. 2a.7, which the Provider could not influence.
6.3 Exceptions to the limitation of liability. The limitation of liability under Art. 6.1 and the exclusions under Art. 6.2 do not apply to:
a. damage caused by the Provider intentionally or through gross negligence (§ 2898 of Act No. 89/2012 Sb.);
b. damage arising from fraud on the part of the Provider;
c. claims for infringement of third parties' intellectual property rights by the Provider;
d. claims for breach of the Data Processing Agreement (DPA) by the Provider;
e. claims for breach of the confidentiality obligation under Art. 11.
6.4 Mirroring and floor of liability. The limitation of liability of individual Subcontractors vis-à-vis the Provider is independent of the limitation of the Provider's liability vis-à-vis the Client under Art. 6.1; the Provider bears the difference, up to the limit of liability under Art. 6.1. The provision of Art. 15.1 (mirroring of Subcontractor terms) does not apply to the extent it would relieve the Provider of liability for damage caused to the Client below the limitation of liability under Art. 6.1.
6.5 The Provider is not a contractual partner (customer) of Microsoft in relation to data processed in the Microsoft 365 or Outlook.com environment; it accesses this environment exclusively as a third party on the basis of delegated authorisation (OAuth) granted by the Client, or its user. The Provider is not liable for acts, omissions, outages, or breaches of obligations on the part of Microsoft. Any claims arising from Microsoft's conduct shall be asserted by the Client directly against Microsoft on the basis of the contractual relationship that the Client (or its user) has entered into with Microsoft:
a. for business accounts (Microsoft 365 work/school), on the basis of the Client's agreement with Microsoft (typically the Microsoft Customer Agreement or an Enterprise Agreement); the limitation of liability is governed by that agreement;
b. for personal accounts (Outlook.com), on the basis of the Microsoft Services Agreement; the limitation of liability amounts to direct damage up to the fee for the service for the month in which the damage occurred, but no more than USD 10 where the service is provided free of charge.
The limitation of the Provider's liability under Art. 6.1 remains unaffected and applies independently.
7. SLA and Availability
7.1 The Provider guarantees monthly availability of the Service of 95% in a calendar month, calculated according to the methodology set out in Annex No. 2 (SLA).
7.2 If the guaranteed availability is not achieved, the Client is entitled exclusively to a discount on the monthly payment for the relevant calendar month, in the amount and under the conditions set out in Annex No. 2. This discount constitutes the Provider's full and sole remedy for failure to achieve the guaranteed availability and excludes any further claim by the Client for damages (in particular actual damage, lost profit, loss of data, and non-material harm).
7.3 The following are not included in the calculation of availability:
a. planned outages announced at least 48 hours in advance;
b. outages of continuous duration shorter than 15 minutes;
c. outages caused by the Client, its equipment, or Users' connectivity;
d. outages caused by force majeure;
e. outages caused by the termination or restriction of a service by a Subcontractor due to a breach of these GTC by the Client or a User;
f. outages caused by a regulatory decision of the Czech Telecommunication Office, a telecommunications operator, or a body of the European Union.
7.4 For Clients using Variant B of the Microsoft integration (a personal Outlook.com account — see Art. 13a.1), Microsoft does not provide an SLA for personal Outlook.com accounts. For work/school Microsoft 365 accounts, Microsoft provides an SLA of 99.9% for Exchange Online with service credits as the full and sole remedy, i.e., without a claim for actual damages against Microsoft. The 95% SLA under Art. 7.1 remains in effect in both cases; the Client acknowledges that for personal Outlook.com accounts, no compensation mechanism exists between the Provider and Microsoft.
8. Change of the Service and Subcontractors
8.1 The Provider is entitled to change the Service and its technological architecture, in particular to change Subcontractors, their configuration, and the scope of their services, where necessary to continue providing the Service or to ensure its security, availability, and compliance with the law.
8.2 Notification of a change of Subcontractor. The Provider will notify the Client of a change of a Subcontractor processing personal data (addition, replacement) at least 10 days in advance by e-mail to the Client's contact address and by updating Annex No. 1 to the DPA. The Client is entitled, within 10 days of the notification, to raise a written objection on the grounds of justified doubts as to the new Subcontractor's compliance with the GDPR. If the objection cannot be resolved by agreement of the parties within a further 30 days, the Client is entitled to terminate the Agreement on this ground as of the effective date of the change, without any right to damages arising for the Client.
8.3 Notification of an unplanned change. By way of derogation from the preceding paragraph, in the case of an unplanned operational change forced by the unavailability of a Subcontractor, the Provider will notify the Client of the change without undue delay after its implementation, no later than within 5 business days. The Client has the right of objection under Art. 8.2 even ex post; if it is exercised, the Provider will, where technically possible, ensure a return to the original or an alternative configuration within a reasonable period.
8.4 The Provider is entitled to unilaterally amend the GTC, the DPA, Annex No. 1 (AUP), and Annex No. 2 (SLA), with effect no earlier than 30 days after notice is delivered to the Client at its contact e-mail address. The Client has the right to reject the change by terminating the Agreement without penalty within 30 days of delivery of the notice; until the expiry of that period, the previous wording applies. A change to Annex No. 3 (Price List) is governed by Art. 2a.5 and Art. 8.6.
8.5 Voice replacement. The Subcontractor providing the voice output (ElevenLabs) is entitled to replace the deployed voice, in particular where a voice model is withdrawn by the voice talent or as a result of content moderation. The Client acknowledges and accepts that the deployed voice may be replaced with a substitute voice of comparable quality; such replacement is not a defect in the Service nor a ground for the Provider's liability.
8.6 Extraordinary change to the Price List. The Provider is entitled to unilaterally adjust the Price List (Annex No. 3) even outside the standard cycle under Art. 2a.5, if it demonstrates a proportionate change in input costs (in particular a change in Subcontractors' prices). In such a case, the Client has the right to terminate the Agreement without penalty within 30 days of notice of the change.
8.7 Structural dependency on Google. The Client acknowledges that Google LLC reserves the right, in the Google API Terms of Service, to terminate or restrict access to the Google Calendar API at any time without compensation. In such a case, the Provider is entitled to:
a. suspend or adjust the part of the Service integrating with Google Calendar;
b. carry out a migration using reasonable efforts to an alternative integration (Outlook, CalDAV) within a reasonable technical period;
c. terminate the Agreement by giving 30 days' notice;
in each case without any right to damages arising for the Client.
9. Term, Termination and Data Export
9.1 The Agreement is concluded for an indefinite period, unless otherwise agreed in the written order.
9.2 The Agreement may be terminated by mutual agreement or by notice given by either party, with a 30-day notice period beginning on the first day of the calendar month following delivery of the notice. This is without prejudice to the Client's right to cancel an individual Assistant at any time with immediate effect under Art. 2a.9.
9.3 The Provider is entitled to terminate the Agreement with immediate effect in the event of:
a. a breach of Art. 4 (prohibited uses) by the Client or its User;
b. a breach of the AUP (Annex No. 1) by the Client or its User;
c. an untrue representation by the Client under Art. 2.10 or of the data entered by the Client in the application;
d. the Client's default in payment of the price of the Service for more than 30 days;
e. the Client's insolvency or the commencement of insolvency proceedings against the Client;
f. the suspension (blocking) of the Provider's account by any Subcontractor as a result of conduct by the Client or its Users.
9.4 Data export after termination. After termination of the Agreement, upon the Client's written request, the Provider will make available to the Client, for a period of 30 days, an export of its data (in particular call recordings, transcripts, assistant configurations, and the content of the Knowledge Base) in a commonly used format (JSON). After the expiry of this period, the Provider will delete the Client's data from its systems. Deletion is without prejudice to documents and records that the Provider is required to retain under the law (in particular invoices and accounting records — Art. 3a.4).
9.5 After termination of the Agreement, the Provider will request the Subcontractors to delete the Client's data to the extent of their contractual obligations. The Client acknowledges that the deletion periods of individual Subcontractors vary and may exceed the period under Art. 9.4. The detailed deletion periods of individual Subcontractors are set out in Art. 13.4 of the DPA.
9.6 Upon the Client's written request delivered no later than 60 days after termination of the Agreement, the Provider will issue a confirmation of the deletion of data from its systems.
10. Indemnification
10.1 The Client shall indemnify the Provider in full, and without limitation by the limitations of liability under Art. 6, against any third-party claims (in particular by Users, affected natural persons, supervisory authorities, and Subcontractors) asserted in connection with:
a. a breach of Art. 4 (prohibited uses) by the Client or a User;
b. the content of the Client's Knowledge Base (in particular claims for infringement of copyright, database rights, and trademarks — Art. 3.3);
c. content that a User submits to the Service (in particular third parties' personal data, sensitive data, data infringing third-party rights);
d. indirect claims by Subcontractors against the Provider arising from a breach of the Subcontractors' acceptable use policies by the Client or Users;
e. claims arising from the operation of the Service in healthcare or in other prohibited categories (Art. 4.1) contrary to the Client's representation under Art. 2.10.
10.2 Indemnification includes fines imposed (including administrative sanctions of the Office for Personal Data Protection, the Czech Telecommunication Office, and equivalent authorities of other EU Member States), damages awarded to injured parties, the costs of legal representation and expert opinions, as well as other reasonably incurred costs of the Provider.
10.3 The Client's indemnification obligation under Art. 10.1 is not limited.
10.4 The Provider is obliged to notify the Client without undue delay of any third-party claim to which the indemnification under Art. 10.1 is to relate, and to provide the Client with cooperation in its defence.
11. Confidentiality
11.1 The parties are obliged to maintain confidentiality regarding all information of the other party of which they become aware in connection with the Agreement and which has the nature of a trade secret or confidential information (in particular technical solutions, pricing under individual terms, configuration parameters, business strategy, data about Users).
11.2 The confidentiality obligation lasts for the term of the Agreement and for 5 years after its termination; for Users' personal data, the confidentiality obligation applies without a time limit, except as provided by law.
11.3 The confidentiality obligation does not apply to information that:
a. is publicly available without a breach of the confidentiality obligation;
b. was known to the party before the conclusion of the Agreement and is not subject to another confidentiality obligation;
c. must be disclosed pursuant to a legal provision or a decision of a court or public authority.
12. AI-Specific Risks (fabricated data, drift and bias in outputs)
12.1 The Client acknowledges that the Service uses generative language models, automatic speech recognition and synthesis models, and other machine learning systems whose outputs are not deterministic and may contain factual inaccuracies, incompleteness, fabricated data (so-called hallucinations), bias, or a gradual shift in quality over time (drift).
12.2 The Provider is not liable for damage arising from factual inaccuracies in AI outputs within the meaning of Art. 12.1, unless caused by the Provider's intent or gross negligence under Art. 6.3.
12.3 The Client is responsible for deploying the Service in such a way that this characteristic cannot cause harm to Users, in particular through:
a. appropriate instructions in the assistant's system prompt (the Client is responsible for defining them in the application);
b. validation of key outputs (in particular bookings) before their execution.
12.4 Within the meaning of Art. 26 of Regulation (EU) 2024/1689, the Client is the deployer of the AI system towards Users and is responsible for complying with the deployer's obligations under the AI Act, in particular the transparency obligations under Art. 50 of Regulation (EU) 2024/1689. The Provider provides the Client with the necessary technical information and a sample opening disclosure (Art. 3.4).
13. Telecommunications Regulation and the Czech Telecommunication Office
13.1 The Provider provides the Service as an information society service. The Provider does not provide the Service as an electronic communications undertaking. The electronic communications service itself (transmission of incoming voice) is provided by the Subcontractor Twilio and local telecommunications operators.
13.2 The Client is responsible for complying with the obligations of a personal data controller towards Users in connection with the recording of calls (§ 89 ZEK) and the retention of traffic and location data (§ 88a ZEK). The Provider ensures the technical aspect of informing at the moment the call is answered through the mandatory opening disclosure (Art. 3.4); the Client is responsible for complying with the information obligation in its own personal data processing notice.
13.3 The parties undertake to notify each other without undue delay of proceedings conducted against them by the Czech Telecommunication Office or other state supervisory authorities in the field of electronic communications, insofar as they relate to the Service, and to provide each other with cooperation during inspections.
13.4 Telephone numbers and portability. The telephone numbers made available to the Client are allocated from the numbering plan of the Czech Republic through the Subcontractor Twilio. A number remains assigned to the relevant Assistant for the duration of its Subscription; upon cancellation of the Assistant under Art. 2a.9, the number is released. Porting the number to another provider after termination of the Agreement or cancellation of the Assistant is possible to the extent supported by the Subcontractor Twilio and the receiving operator; the Provider will provide the Client with the necessary cooperation if requested by the Client before cancellation of the Assistant. The Client acknowledges that portability is not guaranteed by the Provider beyond the Subcontractor's terms.
13a. Integration with Microsoft 365 / Outlook.com Calendar
13a.1 Microsoft's dual status. The Client declares the type of Microsoft account in the application when connecting the calendar. Depending on the account type, Microsoft (Microsoft Corporation, or for the EU/EEA, Microsoft Ireland Operations Limited, One Microsoft Place, Dublin 18, hereinafter "Microsoft") has one of two statuses:
a. Variant A — a Microsoft 365 work/school account (Microsoft Entra ID tenant): Microsoft is a sub-processor within the meaning of Art. 28 GDPR; the Microsoft Products and Services Data Protection Addendum applies, together with the 2021 standard contractual clauses (modules 2 and 3) under Commission Implementing Decision (EU) 2021/914 and the Microsoft EU Data Boundary; the legal basis for processing Users' calendar data is Art. 6(1)(b) or (f) GDPR;
b. Variant B — a personal Outlook.com account (Microsoft Services Agreement): Microsoft is an independent controller; the Microsoft Services Agreement and the Microsoft Privacy Statement apply; without a data processing agreement under Art. 28 GDPR and without the EU Data Boundary, transfers rely solely on the EU-U.S. Data Privacy Framework; the Client bears full controller liability towards Users, in particular the information obligation under Art. 13 and 14 GDPR and ensuring a legal basis for processing.
13a.2 For business accounts (Microsoft 365 work/school), the transfer of personal data outside the EU/EEA relies on (i) the EU Data Boundary (storage and processing of customer data and pseudonymised personal data in the EU/EFTA, with a partial exception for Entra ID authentication data), (ii) standard contractual clauses under Commission Implementing Decision (EU) 2021/914 (modules 2 and 3) incorporated in Microsoft's DPA, and (iii) the EU-U.S. Data Privacy Framework (Commission Implementing Decision (EU) 2023/1795 on the adequate level of protection, the validity of which was confirmed by the General Court in its judgment of 3 September 2025 in Case T-553/23). For personal accounts (Outlook.com), the EU Data Boundary does not apply and transfers rely on the Data Privacy Framework. The clauses for transfers from the United Kingdom (UK IDTA) apply only where the Client processes data of data subjects in the United Kingdom; otherwise they are immaterial to the provision of the Service.
13a.3 Limitations of Variant B (personal Outlook.com). The Client acknowledges that, for personal Outlook.com accounts:
a. the checking of free/busy times for personal accounts takes place via a simplified route (the calendarView interface, only data on the start, end, and status of an event) and is therefore less accurate;
b. Microsoft does not provide an SLA (Art. 7.4) for personal Outlook.com accounts and limits its liability towards the User to USD 10 (free service), or the fee for one month (paid service);
c. after 2 years of inactivity of a personal account, Microsoft closes the account and deletes the related data; this fact is relevant to the User's right to erasure under Art. 17 GDPR, and controller liability rests with the Client.
13a.4 Scope of authorisation and minimisation. The Service obtains authorisation only to read and write to the primary calendar of the connected account (Calendars.ReadWrite), not to shared calendars of other persons (not Calendars.ReadWrite.Shared). Write access is necessary to create a booking.
13a.5 Liability in relation to Microsoft is governed by Art. 6.5.
13a.6 In its DPA, Microsoft undertakes to notify the Provider of a security incident "without undue delay," but without a fixed numerical deadline. The Provider will notify the Client of a personal data breach concerning data processed in the Microsoft environment no later than 48 hours from the moment it becomes aware of such a breach with reasonable certainty, regardless of the source of the discovery (notification by Microsoft or the Provider's own discovery).
13a.7 Structural dependency on Microsoft and end of support. Microsoft provides a 24-month notice period for the discontinuation of support for production (generally available) Microsoft Graph interfaces. In the event of the termination or restriction of the Microsoft Graph Calendar API, the Provider is entitled to proceed analogously to Art. 8.7(a)–(c) (suspension or adjustment of the integration; migration using reasonable efforts to an alternative — Google Calendar, CalDAV; termination by giving 30 days' notice), in each case without any right to damages arising for the Client.
13a.8 Microsoft demonstrably maintains certifications and compliance reports, in particular SOC 2 Type 2 for Microsoft 365 Microservices; contractual assurance of compliance is provided by Microsoft's DPA, the Product Terms, and the ISO certifications referred to.
13a.9 M365 Certification. The Provider need not be certified under the Microsoft 365 Certification program. If the configuration of the Client's tenant requires this certification or approval by the tenant administrator, the integration with Microsoft 365 may not be available to the Client; this is without prejudice to the availability of the other parts of the Service.
13a.10 Management of tenant users (Variant A). For work/school accounts, the Client, as the tenant administrator, is responsible for managing all tenant users, including guest accounts and their permissions. The Provider accesses only the primary calendar of the accounts for which the Client has authorised the integration.
13a.11 Security interplay (division of controls). The security of the Microsoft 365 integration depends on the division of controls between the Client, as the tenant administrator, and the Provider. The Client is responsible in particular for the authorisation and periodic review of user access permissions in its Microsoft 365 tenant, for enforcing multi-factor authentication for its users, and for managing their authentication mechanisms. The Provider is responsible in particular for the security of the application registration in Microsoft Entra, for the management and rotation of access credentials (certificate / shared secret), for the security of its own infrastructure (Forpsi VPS, encryption of OAuth tokens using the Fernet algorithm), for multi-factor authentication of its own operational accounts, and for the prompt removal of access upon personnel changes. The detailed division is set out in Art. 6.6 of the DPA. The Client acknowledges that the management of the encryption key (Fernet) on the Provider's infrastructure constitutes a single point of failure.
13a.12 Consumer protection of Users (joint clause — EECC). The Client acknowledges that, to the extent it has, in relation to Microsoft (Variant A), agreed to waive certain provisions on end-user protection under the European Electronic Communications Code (Directive (EU) 2018/1972, in particular Art. 102, 105, and 107), it does so exclusively within its own relationship with Microsoft as an undertaking. This waiver does not affect the rights of Users who are consumers; they retain, vis-à-vis both the Client and the Provider, all consumer and end-user rights under Directive (EU) 2018/1972, Act No. 127/2005 Sb., and Act No. 89/2012 Sb. This clause applies mutatis mutandis also to outbound transactional SMS under Art. 13b, where the SMS Add-on Service is agreed.
13b. Outbound Transactional SMS (SMS Add-on Service)
13b.1 Scope and purpose. The provisions of this article apply only where the SMS Add-on Service is agreed. Its content is the sending of outbound automated transactional SMS messages (booking confirmation and reminder) exclusively to Czech numbers (+420). These SMS messages are not commercial communications within the meaning of § 7 of Act No. 480/2004 Sb.
13b.2 Status of the parties. The Client is the controller of Users' personal data and the sender of the message. The Provider is the processor and the provider of the technical platform and, within the meaning of Art. 13.1, does not provide an electronic communications service. Transmission of the message is provided by the Subcontractor (Twilio) as the electronic communications service provider.
13b.3 Identification of the Client. SMS messages are sent under an alphanumeric sender designation (Sender ID). The Client is identified in the body of the message. The Client agrees to this identification as the sender of the message.
13b.4 Registration. The Provider will initiate sender registration with the operators (T-Mobile CZ, O2 CZ) promptly after the SMS Add-on Service is agreed; SMS functionality is activated after successful registration, typically within 3 weeks. The Provider is not liable for the refusal or delay of registration by the operators or for non-delivery caused by an operator.
13b.5 Permitted content. Only pre-approved templates provided or agreed by the Provider are sent (booking confirmation, reminder, rescheduling, and cancellation), with variable fields. The Client is not entitled to change the wording of the templates or insert marketing content. Any marketing element converts the message into the regime of a commercial communication under § 7 of Act No. 480/2004 Sb. (consent and the possibility of opting out), and full liability rests with the Client.
13b.6 Informing Users. The legal basis for processing the telephone number for transactional SMS is Art. 6(1)(b) of Regulation (EU) 2016/679 (performance of the booking contract). The Client is responsible for having an appropriate relationship and legal basis vis-à-vis the User and for ensuring that the confirmation/reminder will be delivered by SMS.
13b.7 Opt-out. The telephone number for SMS is technically one-way. Opting out cannot be done by replying to the message. The option to decline transactional reminders is stated in the body of the message and administered by the Client. The Provider operates an opt-out mechanism for outbound SMS meeting the requirements of the Twilio Messaging Policy: recognition of standardised opt-out keywords (in particular STOP and its Czech equivalents), automatic cessation of further messages to the relevant number, confirmation of opt-out, and retention of opt-out records. The Provider provides outbound transactional SMS only for as long as this mechanism is active. This is without prejudice to the Client's obligations under Art. 13b.5 and 13b.6.
13b.8 Czech numbers only. SMS messages are sent exclusively to +420 numbers, unless the Client agrees a supplementary service for specifically defined foreign numbers. Without the supplementary service, messages to foreign numbers are not within the scope of the Service; the system performs a check before sending and will not send SMS to unsupported numbers.
13b.9 Deliverability. The Provider does not guarantee the delivery of SMS messages; delivery depends on mobile operators and on sender registration. The Provider's 95% SLA under Art. 7.1 does not apply to non-delivery caused by an operator or a Subcontractor.
13b.10 Indemnification. The Client shall indemnify the Provider against any claims arising from the content of messages, the absence of a legal basis, a marketing element, a breach of opt-out obligations, or incorrect identification of Users.
13b.11 Billing of SMS. The price for transactional SMS sent applies only from the activation of the SMS Add-on Service and to the extent set out in the Price List. If no price is set for SMS in the Price List, SMS messages under the agreed SMS Add-on Service are included in the fixed monthly component of the tariff.
14. Governing Law and Choice of Court
14.1 The Agreement, these GTC, the DPA, and all of its Annexes are governed by the laws of the Czech Republic, in particular Act No. 89/2012 Sb., the Civil Code, Act No. 127/2005 Sb., on Electronic Communications, Act No. 110/2019 Sb., on the Processing of Personal Data, and the provisions of European Union law directly applicable in the Czech Republic (in particular the GDPR and the AI Act).
14.2 For the resolution of disputes arising from the Agreement, the general court having local jurisdiction over the Provider within the meaning of § 84 and § 85 of Act No. 99/1963 Sb., the Code of Civil Procedure, has jurisdiction.
14.3 The Client acknowledges that the terms and conditions of individual Subcontractors are, in the relationship between the Subcontractor and the Provider, governed by foreign law (in particular the law of the State of California, English law, or the law of the State of New York, or Irish law for parts governing data protection); disputes with Subcontractors are resolved in a foreign jurisdiction of the Subcontractors' choosing. This does not affect the governing law of the relationship between the Provider and the Client under Art. 14.1.
14.4 The binding version of the GTC, the DPA, and all Annexes is the Czech-language version. Any translation into another language is for information purposes only. In the event of a discrepancy between the Czech version and a translation, the Czech version shall prevail.
15. Mirroring of Subcontractor Terms
15.1 The Provider's rights and obligations under the Agreement and the DPA are set so as to reflect the Subcontractors' obligations towards the Provider. If a particular Subcontractor provides performance, supporting guarantees, or deadlines to a narrower extent than set out in the Agreement or the GTC, the Provider is obliged to act with professional diligence but is not liable for non-performance to the extent that the non-performance results from a Subcontractor's limitation that the Provider could not influence and of which it informed the Client without undue delay.
15.2 In the event of the termination or material restriction of a Subcontractor's services, the Provider is entitled to replace it with an alternative Subcontractor of a comparable category (with notification under Art. 8.2). For the period necessary for the replacement, the availability and functionality of the Service may be limited, without this giving rise to any claim by the Client under the SLA provisions (Art. 7).
16. Final Provisions
16.1 Severability clause. The invalidity, ineffectiveness, or unenforceability of any provision of the GTC does not affect the validity, effectiveness, and enforceability of the other provisions. In such a case, the parties undertake to replace the invalid, ineffective, or unenforceable provision with a valid, effective, and enforceable provision whose content most closely approximates the original intent.
16.2 Assignment. The Client may not assign the Agreement, or individual rights and obligations arising from it, to a third party without the Provider's prior written consent. The Provider is entitled to assign the Agreement to its legal successor or within a corporate transformation, as well as to assign receivables against the Client to a third party.
16.3 Delivery. Legal acts between the parties shall be delivered in writing, by e-mail, in the case of the Client to the address stated in its customer account and in the case of the Provider to the contact address stated in the application or on the Provider's website. The parties are obliged to notify each other of changes to contact details without undue delay. Deemed delivery: a message sent by the Provider to the Client's e-mail address stated in the customer account is deemed delivered on the third business day after demonstrable sending.
16.4 Waiver. The failure to exercise, or delay in exercising, a right under the Agreement by a party does not constitute a waiver of that right, nor its time-barring beyond the statutory rules.
16.5 Annexes. The following annexes form an integral part of the Agreement and the GTC:
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Annex No. 1 — Acceptable Use Policy (AUP) — part of this document
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Annex No. 2 — SLA — part of this document
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Annex No. 3 — Price List — a separate document, published at https://fastlajna.cz/en/compliance#cenik
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Baseline AI Assistant Configuration — as part of the Service's operational framework
Note: the list of Subcontractors (Sub-processors) forms Annex No. 1 to the DPA, not an annex to the GTC.
16.6 These GTC take effect on 20 July 2026 and supersede all previous versions.
Annex No. 1 — Acceptable Use Policy (AUP)
1. Relationship to the GTC
This Annex mirrors and specifies the prohibited uses under Art. 4.1 GTC (including the prohibition on operation in healthcare) and the prohibition on circumventing the Acceptable Use Policy or the Baseline AI Assistant Configuration under Art. 4.2(g) GTC. The Client undertakes to comply with these rules as a material condition of the Agreement (Art. 3.5 GTC).
2. Consolidated Prohibited Uses (Intersection of Subcontractors' Rules)
Beyond Art. 4.1 GTC, the Client may not use the Service, or allow it to be used, for:
a. unlawful content or conduct under the law of the Czech Republic, the European Union, and international conventions, including content falling under Regulation (EU) 2022/2065 (Digital Services Act);
b. sending spam or other unsolicited bulk communications;
c. harassment, threats, stalking, or other conduct endangering the safety of others;
d. infringement of third-party rights (copyright, trademarks, database rights, privacy and personality rights);
e. security attacks, circumvention of security measures or Service limits, unauthorized access to systems, vulnerability testing without consent, or reverse engineering;
f. automated scraping, bulk downloading, or creating permanent copies of Subcontractors' content beyond the Service's own mechanism for retrieving the Client's Knowledge Base (Art. 3.3(b) GTC);
g. deceptive impersonation of persons or entities, misrepresenting identity, or generating content intended to mislead as to whether it is AI, or as to the speaker's identity;
h. voice cloning or creating a synthetic voice imitating a specific real person without their consent — the Service uses exclusively preset (stock) voices from the ElevenLabs Voice Library (Art. 8.5 GTC);
i. high-risk use where failure of the Service could result in death, serious injury, or significant property or environmental damage (e.g., control of critical infrastructure, medical devices, or air traffic).
3. Prohibitions Specific to the Scope of the Service
The Client may further not use the Service for:
a. making outbound voice calls — the Service is intended exclusively for incoming communication (Art. 1.1 GTC); outbound voice calls are not part of the Service;
b. collecting payments from Users on the Client's behalf through the Service or the Payment Service Provider — the Payment Service Provider (Stripe, Art. 1.11 GTC) processes exclusively the Client's payments to the Provider (Art. 2a GTC), not payments between the Client and its Users;
c. facilitating emergency calls (112 and equivalent) — the Service does not provide this functionality and must not be presented to Users as doing so.
4. ElevenLabs — Prohibited Use Policy (Third-Party Beneficiary)
The Client is bound by the current version of the Prohibited Use Policy of the Subcontractor ElevenLabs, available at https://elevenlabs.io/use-policy, in particular as regards the prohibition on unauthorized voice cloning and impersonation, unauthorized robocalling and unsolicited communication ("call bombing"), and the other categories set out therein. The Subcontractor ElevenLabs is a third-party beneficiary in relation to the Client's obligations under this Prohibited Use Policy, and the Client undertakes to cooperate with any audit required by ElevenLabs. The Client shall indemnify both the Provider and ElevenLabs for any claims arising from a breach of this policy (Art. 4.4 GTC). This provision does not represent that the Provider is expressly authorized or licensed by ElevenLabs to make ElevenLabs' outputs available to the Client's Users.
5. Dynamic Incorporation of Subcontractors' Policies
The acceptable-use policies of individual Subcontractors may change over time; the current version is available on the relevant Subcontractor's public website, in particular:
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Twilio Acceptable Use Policy and Messaging Policy
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OpenAI Usage Policies
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ElevenLabs Prohibited Use Policy (see Art. 4)
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Soniox Terms of Service, Art. 6–9 (Acceptable Use, No Model Training, Voice Cloning, High-Risk and Regulated Uses)
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Google API Services User Data Policy and Google APIs Terms of Service
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Microsoft Universal License Terms for Online Services — Acceptable Use Policy
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General Terms and Conditions of INTERNET CZ, a.s. (Forpsi), Art. XII–XIII
Where a Subcontractor's rule diverges from this Annex or from Art. 4.1 GTC, the stricter (more restrictive) rule applies.
6. Sanctions
A breach of this Annex by the Client or a User is assessed and sanctioned under Art. 3.5 and Art. 9 GTC (immediate suspension of the Service, termination of the Agreement with immediate effect and without compensation). This Annex does not introduce any sanctions beyond the GTC.
Annex No. 2 — SLA Schedule
1. Definition of Availability
Availability means the Service's ability to accept an incoming call on the telephone number assigned to an Assistant (Art. 2.6 GTC) and to begin processing it. Availability is measured per calendar month and per individual Assistant by the Provider's automated monitoring; the Provider's availability records serve as the basis for the calculation under this Annex and for any billing dispute (Art. 2a.2a GTC).
2. Calculation of Availability
Availability (%) = ((Mm − Mn) / Mm) × 100
where Mm = the number of minutes in the calendar month and Mn = the number of minutes of Service unavailability in that month for the relevant Assistant, excluding minutes excluded under Art. 3 of this Annex. The calculated value is rounded to two decimal places.
3. Exclusions from the Availability Calculation
The reasons under Art. 7.3 GTC are not included in the calculation of availability; the planned outage under Art. 7.3(a) GTC is limited to an aggregate scope of no more than 4 hours per calendar month.
The following are further not included in the calculation of availability:
a. a limitation of availability or functionality of the Service during a suspension under Art. 3.5 or Art. 9 GTC;
b. a limitation of availability during the period necessary to replace a Subcontractor under Art. 15.2 GTC;
c. non-delivery of outbound transactional SMS — this Annex does not apply to the SMS Add-on Service (Art. 13b.9 GTC).
A blanket exclusion of outages caused by Subcontractors beyond Art. 7.3 GTC and items a)–c) above is not introduced; such an exclusion would effectively empty out the availability guarantee under Art. 7.1 GTC.
4. Price Discounts
If the guaranteed availability (95% in a calendar month, Art. 7.1 GTC) is not achieved for a given Assistant, the Client is entitled, exclusively for that Assistant, to a discount on the Fixed Monthly Component of that Assistant's tariff for the relevant calendar month (Art. 7.2 GTC), in the following amount:
| Availability in the calendar month | Discount on the fixed monthly component of the tariff |
|---|---|
| less than 95% but at least 90% | 5% |
| less than 90% but at least 70% | 10% |
| less than 70% | 50% |
The discount under this Annex constitutes the Provider's full and sole remedy for failure to achieve the guaranteed availability and excludes any further claim by the Client under Art. 7.2 GTC.
5. Claiming the Discount
The Client must claim the discount in writing (by e-mail to the Provider's contact address) no later than 30 days after the end of the calendar month to which the discount relates; the claim lapses upon the fruitless expiry of this period. The Provider will apply the awarded discount as a deduction from the Fixed Monthly Component on the invoice for the immediately following Billing Period of the relevant Subscription (Art. 3 of the Price List).
6. Pay-as-you-go Tariff
6.1 The discount under this Annex does not apply to Subscriptions on the Pay-as-you-go tariff; a Client on this tariff has no claims arising from a failure to achieve the guaranteed availability.
7. Scope of the SLA
This Annex does not guarantee any level of data backup, RPO, or RTO; the Provider does not perform backups beyond ordinary operational recovery of the infrastructure (Art. 9.4 GTC, Art. 6.3(c) DPA). For Clients using a Microsoft 365 integration (Variant A) or Outlook.com (Variant B), Art. 7.4 GTC applies additionally (Microsoft's SLA for Exchange Online, or the absence of an SLA for personal Outlook.com accounts, respectively). Deliverability of outbound transactional SMS is governed by Art. 13b.9 GTC and is not affected by this Annex (Art. 3(c)).
8. Amendment of this Annex
An amendment of this Annex No. 2 is governed by Art. 8.4 GTC.