TERMS OF SERVICE – AGENDLY

Software as a Service for inbound/outbound call management, virtual switchboard, appointments, and AI-based voice automations

Last updated: June 11, 2026

Provider: Agendly S.r.l., Tax Code/VAT no. 04236380137, registered office at Via ai Crotti 39, 22031 Albavilla (CO), Italy, email: info@agendly.ai, certified email (PEC): agendly@namirialpec.it (hereinafter, “Agendly” or the “Provider”).

Client: the natural person acting in the course of their professional or business activity, or the legal entity, body, firm, organization, or practice that accepts these Terms and uses the Service (the “Client”).

By accepting these Terms, the Client enters into a contract with Agendly for access to and use of the Service. If the person accepting these Terms acts on behalf of a company, firm, or other entity, they represent and warrant that they have the authority necessary to bind such entity.

These Terms govern the professional use of the Service. The Service is intended exclusively for professional, business, or institutional purposes and is not designed for consumer use.

1. Documents governing the relationship

1.1 These Terms constitute the general framework governing the relationship between Agendly and the Client.

1.2 The following form an integral part of the relationship, if and to the extent they are referenced or made available to the Client: a) the Order, Offer, Commercial Proposal, or activation form accepted by the Client;

b) Annex A – Service Description and features;

c) Annex B – SLA, support, and maintenance;

d) the Data Processing Agreement (“DPA”) pursuant to Article 28 GDPR;

e) the list of applicable sub-processors and data locations;

f) the Platform’s technical and functional documentation;

g) any specific terms relating to optional components, numbering, integrations, or professional services.

1.3 Use of the Agendly corporate website is also subject, where relevant, to the Privacy Policy and Cookie Policy published on the website.

1.4 In the event of conflict: a) the Order or Commercial Proposal prevails for economic, quantitative, and service configuration aspects;

b) the DPA prevails for matters concerning personal data protection where Agendly acts as Data Processor;

c) these Terms prevail for all other general aspects of the relationship.

2. Main definitions

For the purposes of these Terms:

“Service” or “Platform” means the cloud software solution called “Agendly”, including the dashboard, call management and voice automation functions, any integrations, APIs, reporting tools, connectors, numbering modules, and optional features activated for the Client.

“Authorized Users” means the Client’s employees, collaborators, or consultants authorized to access the Service using individual credentials.

“Client Data” means all data, content, instructions, prompts, scripts, knowledge, flows, recordings, transcripts, address books, calendars, metadata, contacts, and information uploaded, transmitted, configured, or collected through the Service on behalf of the Client.

“End Users” means third parties with whom the Client interacts through the Service, including customers, patients, contacts, counterparties, callers, recipients of calls, or leads.

“Numbering” means the telephone number or numbers, whether dedicated or ported, used within the Service.

“Documentation” means manuals, guides, the knowledge base, technical specifications, release notes, and any other documentation made available by Agendly.

“Professional Services” means any activities additional to the standard Service, such as advanced configurations, analyses, migrations, integrations, customizations, training, project support, or bespoke developments.

“Beta Features” means experimental, preview, alpha, beta, pilot, or otherwise non-final features that Agendly may make available.

3. Scope of the Service

3.1 Agendly grants the Client, for the duration of the relationship, a right to access and use the Service in SaaS mode, in accordance with these Terms, the Order, and the Documentation.

3.2 Depending on the activated plan and configuration, the Service may include: a) inbound call management;

b) outbound call management;

c) virtual switchboard, IVR, call routing, and forwarding functions;

d) preliminary collection of information from callers;

e) qualification and classification of requests;

f) scheduling, rescheduling, and cancellation of appointments;

g) reminders, callbacks, follow-ups, and voice notifications;

h) transfer to a human operator, internal or third-party, if configured;

i) generation of summaries, transcripts, recordings, or outcomes, if enabled;

j) integrations with calendars, CRMs, management systems, webhooks, APIs, and third-party tools;

k) optional B2B lead discovery or contact enrichment functions, if expressly activated.

3.3 Unless otherwise agreed in writing, the Service does not include: a) hardware, Internet connectivity, local networks, or the Client’s devices;

b) telecommunications services other than those expressly included in the Order;

c) Professional Services;

d) software customizations, custom developments, or dedicated project activities.

3.4 Professional Services, where requested, shall be subject to a separate order, quotation, or statement of work. Unless otherwise agreed in writing, such activities do not modify the general framework of these Terms.

3.5 Agendly may implement updates, modifications, patches, improvements, or regulatory adjustments to the Service, provided that it does not materially alter the agreed essential functionality, except where necessary for technical, security, compliance reasons, or due to the discontinuation of third-party components not attributable to Agendly.

4. License of use and intellectual property

4.1 Agendly grants the Client a non-exclusive, non-transferable, non-sublicensable license limited to the duration of the relationship, to use the Service for its internal professional purposes in accordance with these Terms.

4.2 All intellectual and industrial property rights in the Service, the Platform, the dashboard, the Documentation, flows, interfaces, application logic, algorithms, models, databases, know-how, and related updates remain the exclusive property of Agendly and/or the respective right holders.

4.3 The Client acquires no ownership rights in the software or its components.

4.4 Except where permitted by mandatory law, it is prohibited to: a) copy, reproduce, distribute, or disclose the Service to third parties beyond what is necessary for its normal use;

b) decompile, disassemble, reverse engineer, or attempt to reconstruct the source code;

c) circumvent or compromise security measures;

d) use the Service to create a competing product;

e) remove proprietary notices, copyrights, trademarks, or other ownership indications.

4.5 The Client remains the owner of its Client Data. For the duration of the relationship and to the extent necessary, the Client grants Agendly the right to process Client Data solely for the purpose of providing the Service, delivering support, ensuring security, complying with legal obligations, and carrying out the Client’s lawful instructions.

5. Registration, access, onboarding, and configuration

5.1 Access to the Service requires registration of the Client’s account and, where applicable, creation of accounts for Authorized Users.

5.2 The Client is responsible for the accuracy, completeness, and updating of the information provided during registration, onboarding, service activation, and relationship management.

5.3 The Client must diligently safeguard access credentials and ensure that Authorized Users do the same. Any access performed using the Client’s or its Authorized Users’ credentials shall be presumed to have been performed by the Client, unless proven otherwise.

5.4 The Client is responsible for internal access management, timely revocation of credentials that are no longer authorized, and adoption of appropriate security measures with respect to its own devices and systems.

5.5 Activation of the Service may require onboarding activities, including, by way of example: a) configuration of the account and user roles;

b) parameterization of flows, scripts, prompts, decision rules, or knowledge bases;

c) activation of integrations and testing;

d) activation, assignment, or portability of Numbering;

e) technical and functional testing.

5.6 The Client undertakes to cooperate promptly and in good faith by providing documents, access, information, authorizations, materials, and instructions reasonably necessary for the activation and correct configuration of the Service.

5.7 Any delays or slowdowns attributable to the Client, its suppliers, telecom operators, third-party systems, or inaccurate/incomplete information shall not constitute a breach by Agendly.

5.8 Beta Features, if available, are optional, may be modified or withdrawn at any time and, unless otherwise stated in writing, are provided “as is”, may not be subject to the same support, SLA, retention, security, or continuity levels as the standard Service, and are used by the Client at its own risk.

6. Numbering, portability, telecommunications, and limits of the voice service

6.1 Where provided, Agendly may make available dedicated Numbering, whether new or ported, to be associated with the Service.

6.2 Unless otherwise agreed in writing, Numbering is assigned or registered in compliance with the applicable telecom operator’s rules, sector regulations, and identification procedures required for the end user.

6.3 The Client undertakes to provide truthful, complete, and up-to-date documentation, declarations, and information required for the activation, registration, or portability of Numbering.

6.4 Numbering is a regulated resource and its availability cannot be considered guaranteed until actual activation is confirmed. The Client acquires no ownership right over Numbering from a public law or regulatory standpoint.

6.5 Activation, inbound or outbound portability, and any operation relating to Numbering also depend on operators, carriers, and third parties. The related timelines do not constitute essential deadlines unless otherwise agreed in writing.

6.6 The Client must not publish, disseminate, or use a new Numbering in campaigns, printed materials, websites, business cards, or other communications until it is actually active and tested.

6.7 Agendly is not responsible for delays, refusals, revocations, or limitations depending on the telecom operator, regulatory constraints, incomplete documentation, or unsuccessful portability for reasons not attributable to Agendly.

6.8 The voice service depends on power supply, Internet connectivity, data networks, telecom operators, and technical configurations of the Client and third parties. The Client acknowledges that failures, lack of network, suspensions, congestion, carrier issues, or incorrect configurations may compromise call reachability or management.

6.9 Unless otherwise agreed in writing, the Service is not intended as a substitute for emergency lines, public emergency services, or as the Client’s sole business continuity or disaster recovery channel. The Client must maintain alternative channels appropriate to its operational needs.

7. Client obligations and lawful use of the Service

7.1 The Client uses the Service under its sole responsibility as to purposes, content, instructions, configurations, contact lists, and operational flows.

7.2 The Client is responsible for compliance with all laws applicable to its activity and to its use of the Service, including, by way of example, laws relating to personal data protection, electronic communications, direct marketing, telesales, telemarketing, recording of communications, unfair competition, consumer protection, intellectual property, unfair commercial practices, and professional or sector-specific rules of conduct.

7.3 The Client is solely responsible for: a) the lawfulness of the Client Data entered or collected through the Service;

b) identifying the legal basis for processing;

c) complying with information obligations toward data subjects;

d) obtaining any consents required by law;

e) managing objections, withdrawals, blacklists, suppression lists, or equivalents;

f) the correctness of configured scripts, prompts, knowledge bases, messages, flows, and instructions;

g) the conduct of its Authorized Users and third parties engaged by it.

7.4 It is prohibited to use the Service for unlawful, abusive, or non-compliant activities, including, by way of example: a) sending or making unsolicited communications, spam, or non-compliant telemarketing;

b) harassment, fraud, impersonation, phishing, deceptive or intimidating practices;

c) infringement of third-party rights;

d) use of the Service in violation of these Terms or the Documentation;

e) upload or transmission of malware, harmful code, or instructions aimed at compromising the Service.

7.5 Where the Client enables recordings, transcripts, or other conversation monitoring tools, it is responsible for verifying and ensuring, under its own responsibility, compliance with any information, organizational, or authorization obligations required by applicable law.

7.6 Where the Client uses the Service for outbound calls for promotional, commercial, telesales, or market research purposes in Italy, it is responsible, among other things, for: a) the lawfulness of the contact list;

b) verification of the Public Register of Objections within the timeframes required by applicable law;

c) management of consents, objections, and withdrawals;

d) compliance with applicable time, content, and organizational limits for the campaign.

7.7 The Client undertakes not to use the Service to process special categories of personal data under Article 9 GDPR or personal data relating to criminal convictions and offences under Article 10 GDPR, unless following prior assessment, specific written agreement, documented instructions, and appropriate security and compliance measures.

7.8 For use of the Service in regulated or sensitive sectors, including healthcare, legal, insurance, financial, or similar activities, the Client remains responsible for assessing the suitability of the Service with respect to its own regulatory, organizational, and professional obligations.

8. AI features, transparency toward callers, and reliability of outputs

8.1 The Service uses artificial intelligence components, voice technologies, automations, and probabilistic systems to understand inputs, generate responses, classify requests, produce summaries, route calls, schedule appointments, and support operational flows configured by the Client.

8.2 The Client acknowledges that outputs generated by the Service, including transcripts, classifications, summaries, information extractions, identification of the reason for the call, or of the matter/case, may contain errors, omissions, misunderstandings, or inaccuracies.

8.3 The Client must implement human review appropriate and proportionate to the actual use of the Service. In particular, the Client must not rely exclusively or uncritically on the Service outputs in critical, regulated, sensitive contexts or in contexts likely to produce significant effects on natural persons.

8.4 Unless otherwise agreed in writing, the Service is not intended to provide legal, medical, tax, financial, or other regulated professional advice to End Users.

8.5 When the Client configures the Service to interact with natural persons through a virtual assistant, voice agent, or automated system, the Client is responsible for ensuring that End Users receive any notices or disclosures required by applicable law concerning interaction with an automated system or virtual assistant.

8.6 Agendly may make available technical tools, templates, settings, or features to facilitate such disclosures, but the Client remains responsible for configuring, enabling, and using them correctly.

8.7 Unless expressly stated otherwise in writing, the Service is not designed to make fully automated decisions producing legal effects concerning the data subject or similarly significantly affecting them. If the Client configures or uses the Service so as to insert its outputs into decision-making processes with significant impact, the Client assumes full responsibility and must ensure lawfulness, transparency, human oversight, and regulatory compliance.

9. B2B lead discovery and collection from public or third-party sources

9.1 If expressly activated, Agendly may make available a B2B lead discovery, search, or contact enrichment feature.

9.2 Unless otherwise contractually described, such feature is limited to professional contacts and publicly accessible sources or third-party sources that may lawfully be used. It does not constitute a guarantee of the automatic lawfulness of the data obtained, nor does it replace the Client’s compliance checks.

9.3 The Client is responsible, under its sole responsibility, for: a) verifying the lawfulness of data collection and use;

b) identifying the correct legal basis;

c) compliance with information obligations, including any applicable where data are not collected from the data subject;

d) compliance with rights of objection, erasure, and rectification;

e) the compliance of subsequent contact activities.

9.4 The Client undertakes not to use, directly or indirectly, the Service or the lead discovery feature to: a) collect data from restricted or non-public areas;

b) circumvent technical or legal restrictions imposed by websites, platforms, or third parties;

c) carry out collection in violation of third-party terms of use, where applicable;

d) ignore express opt-out mechanisms from automated crawling or scraping;

e) create or use lists for unlawful, invasive, or non-compliant activities.

9.5 The Client warrants that any use of the B2B lead discovery feature will take place in accordance with the declared professional purposes and the law applicable to subsequent contact activities.

10. Personal data protection, GDPR roles, security, data residency, and retention

10.1 When Agendly processes the Client’s End Users’ data for the provision of the Service, the Client generally acts as Data Controller and Agendly as Data Processor pursuant to Article 28 GDPR.

10.2 The DPA forms an integral part of the relationship and governs in detail the subject matter, duration, nature, purposes, data categories, security measures, sub-processors, assistance to the Client, data breaches, return, and deletion of data.

10.3 For data relating to the Client’s contacts, account data, and the administrative, commercial, and contractual management of the relationship, Agendly acts as Data Controller in accordance with its Privacy Notice.

10.4 Agendly adopts technical and organizational measures appropriate under applicable law, including, by way of example, encryption in transit, access controls, logging, monitoring, logical segregation, backups, vulnerability management, support procedures, and access limitation according to the need-to-know principle.

10.5 Based on the standard Service configuration currently offered, Agendly stores and processes Service data within the European Union and/or the European Economic Area. Except in exceptional cases or specific requests from the Client, Agendly does not contemplate extra-EEA transfers for ordinary provision of the Service.

10.6 If, exceptionally, an extra-EEA transfer becomes necessary, it shall take place in compliance with applicable law on international transfers of personal data.

10.7 Agendly does not use Client Data, nor the End Users’ data processed through the Service, to train, retrain, fine-tune, or improve artificial intelligence models, whether its own or third-party.

10.8 Agendly may process technical logs, service metrics, and data strictly necessary for security, support, operational continuity, capacity planning, billing, abuse prevention, and technical documentation, within the limits permitted by law and by the DPA.

10.9 Depending on the plan or contractually agreed configuration, the Client may choose between the following main retention options: a) Zero retention, under which conversational content is not stored beyond the time strictly necessary for the technical execution of the individual call and production of the requested outcome, except for minimal data necessary for security, technical logging, legal compliance, or documentation of the operation;

b) Retention up to 30 days, under which Service data, including where enabled transcripts, summaries, outcomes, operational data, and strictly necessary information, are retained for a maximum period of 30 days, unless otherwise required by law.

10.10 The Client acknowledges that zero-retention mode may entail limitations in terms of history, auditability, troubleshooting, and reporting.

10.11 In the event of a personal data breach relating to processing carried out by Agendly as Data Processor, Agendly will inform the Client without undue delay and, where possible, within 48 hours of discovery, providing the reasonably necessary information available.

10.12 The list of relevant sub-processors and applicable data locations is made available by Agendly upon request or through contractual or platform documentation.

11. Fees, invoicing, and payments

11.1 Fees, subscriptions, any setup costs, costs for numbering, traffic, add-ons, integrations, Professional Services, overage charges, or other applicable charges are those indicated in the Order, quotation, commercial proposal, or applicable commercial documentation.

11.2 Unless otherwise stated in writing, all amounts are net of VAT, taxes, duties, levies, charges, and any applicable statutory burdens.

11.3 The Client must pay the fees by the deadlines indicated in the commercial documents or invoices.

11.4 In the event of late payment, Agendly may apply default interest to the extent permitted by law and suspend the Service, in whole or in part, upon reasonable notice, except in urgent cases or repeated default.

11.5 In any case, fees accrued up to the effective date of suspension or termination remain due, without prejudice to other remedies expressly provided by law or by the Order.

12. SLA, support, suspension, and termination

12.1 Service availability levels, response times, support hours, maintenance windows, and exclusions are governed by Annex B – SLA, which forms an integral part of these Terms.

12.2 Agendly may suspend the Service, in whole or in part, including without prior notice in urgent cases, if: a) the Client breaches the law, these Terms, or the Documentation;

b) there is a risk to the security, integrity, or stability of the Service;

c) it is required by a competent authority;

d) urgent extraordinary maintenance is necessary;

e) payment of due fees has not been made;

f) use of the Service by the Client or its authorized third parties causes prejudice to Agendly, the platform, or third parties.

12.3 Where technically possible, Agendly shall inform the Client of the suspension and the related reasons.

12.4 The duration of the relationship, initial term, any renewals, billing cycle, and notice of cancellation are those resulting from the Order or Commercial Proposal. In the absence of any different written indication, the relationship shall be deemed open-ended and each party may withdraw upon 30 days’ written notice.

12.5 Agendly may terminate the relationship pursuant to Article 1456 of the Italian Civil Code by written notice in the event of: a) unlawful or seriously non-compliant use of the Service;

b) serious breach of confidentiality obligations;

c) serious breach of intellectual property provisions;

d) non-payment continuing beyond the deadline indicated by Agendly in its formal notice;

e) unlawful or unauthorized processing of data through the Service attributable to the Client;

f) serious breach of the provisions set out in Sections 7, 8, 9, and 10 of these Terms.

12.6 Upon termination of the relationship, the Client’s rights to use the Service cease, without prejudice to technical periods for data export and recovery provided for in these Terms, the Order, or the DPA.

12.7 Unless different legal obligations or different expressly agreed technical timelines apply: a) Agendly shall make Client Data available to the Client for export for a period of 30 days after termination;

b) upon expiry of such period, Agendly shall proceed with deletion or anonymization according to its technical processes, the DPA, and its backup policies;

c) the Client remains responsible for initiating, before termination, any port-out procedures for Numbering to another provider.

13. Confidentiality

13.1 Each party undertakes to keep confidential the confidential information learned in the course of the relationship and not to use it for purposes other than performance of the contract, except where required by law or with the other party’s written consent.

13.2 Confidential information includes, by way of example: credentials, configurations, Client Data, non-public technical documentation, know-how, operational flows, commercial information, confidential pricing, vulnerabilities, and security measures.

13.3 Confidentiality obligations do not apply to information that is or becomes public without breach of the contract, or that the receiving party can prove it lawfully obtained from third parties without confidentiality obligations.

13.4 The parties may disclose confidential information to their employees, consultants, professionals, and suppliers who have an actual need to know it, imposing confidentiality obligations at least equivalent.

13.5 The confidentiality obligation survives for 5 years after termination of the relationship, without prejudice to broader protection provided by law for personal data and trade secrets.

14. Indemnity, limitation of liability, and force majeure

14.1 The Client undertakes to indemnify and hold Agendly harmless from claims, sanctions, losses, damages, costs, and expenses, including reasonable legal fees, arising from: a) use of the Service by the Client or its Authorized Users in breach of law or these Terms;

b) data, content, scripts, prompts, lists, flows, or instructions provided by the Client;

c) infringement of third-party rights attributable to the Client;

d) breaches attributable to the Client of privacy, telecom, consent, notice, recording, telemarketing, telesales, promotional communications, or lead discovery obligations;

e) disputes relating to the content of calls, contacts made, or lists used by the Client.

14.2 Except in cases of wilful misconduct, gross negligence, or mandatory legal limits, Agendly shall not be liable for indirect or consequential damages, loss of profit, loss of opportunity, reputational harm, business interruption, loss of customers, or loss of opportunities.

14.3 Except in cases of wilful misconduct, gross negligence, or mandatory legal limits, Agendly’s total liability for direct damages arising from the relationship shall not exceed the amount paid by the Client to Agendly in the 12 months preceding the harmful event.

14.4 Except in cases of wilful misconduct or gross negligence, Agendly is not liable for malfunctions or unavailability due, in whole or in part, to: a) the Client’s connectivity, network, devices, or systems;

b) telecom operators, carriers, cloud providers, or third parties not under Agendly’s direct control;

c) errors, inaccuracies, or omissions in Client Data or the Client’s configurations;

d) use of the Service beyond limits or in a non-compliant manner;

e) scheduled maintenance;

f) Beta Features;

g) force majeure events.

14.5 Neither party shall be liable for delays or failures due to force majeure events, including by way of example natural disasters, widespread network outages, blackouts, acts of authorities, wars, riots, general strikes, large-scale cyberattacks, or unavailability of essential third-party infrastructures.

15. Changes to the Terms, communications, assignment, and final provisions

15.1 Agendly may update these Terms for technical, organizational, commercial, security, or regulatory compliance reasons.

15.2 In the event of material changes, Agendly shall notify the Client with reasonable prior notice by email, dashboard, or other suitable means.

15.3 If a material change results in a material and not merely formal worsening of the relationship for the Client and the Client does not intend to accept it, the Client may withdraw from the relationship before the effective date of the change, limited to the affected Service, subject to payment of amounts accrued up to that date.

15.4 Official communications shall be sent, unless otherwise agreed, to the contact details indicated by the parties, including PEC and administrative or legal email addresses.

15.5 The Client may not assign the contract or the rights deriving from it without Agendly’s prior written consent.

15.6 Agendly may assign the contract or transfer the relationship as part of extraordinary corporate transactions, mergers, demergers, transfers of business or business units, upon notice to the Client.

15.7 Any nullity or ineffectiveness of one or more clauses shall not result in the nullity of the entire contract. Invalid clauses shall be replaced, where possible, with valid provisions reflecting their economic and legal function.

15.8 These Terms, together with the documents referenced herein, constitute the entire agreement between the parties with respect to their subject matter and replace prior understandings having the same subject matter.

15.9 Unless otherwise agreed in writing, Agendly shall not use the Client’s name, logo, or trademarks for marketing purposes, case studies, or commercial references without the Client’s prior written authorization.

15.10 These Terms are governed by Italian law.

15.11 Any dispute relating to the validity, interpretation, performance, or termination of the relationship shall fall under the exclusive jurisdiction of the Court of Milan, without prejudice to mandatory legal limits.

Annexes

Annex A – Service Description and features

Annex B – SLA, support, and maintenance

DPA under Article 28 GDPR, deemed incorporated by reference

List of sub-processors and data locations, deemed incorporated by reference

SPECIFIC APPROVAL PURSUANT TO ARTICLES 1341 AND 1342 OF THE ITALIAN CIVIL CODE

After reading, the Client specifically approves the clauses relating to: contractual documents and order of precedence; license limitations; onboarding and cooperation; numbering and limits of the voice service; Client obligations and lawful use; AI features, responsibility for disclosures to callers, and reliability of outputs; B2B lead discovery; privacy roles, DPA, retention, data residency, sub-processors; fees, default interest, and suspension for non-payment; SLA and suspension; withdrawal, termination, and data deletion; confidentiality; indemnity; limitation of liability; force majeure; changes to the Terms; assignment; exclusive jurisdiction of the Court of Milan.

ANNEX A – Service Description and features

A.1 The Service consists of a SaaS platform that allows the Client, depending on the activated plan, to: a) receive and manage inbound calls through a virtual assistant or automated flows;

b) make outbound calls for reminders, follow-ups, callbacks, confirmations, or other lawful purposes configured by the Client;

c) manage virtual switchboard, routing, forwarding, or call transfer functions;

d) collect preliminary information from the caller;

e) qualify and classify the reason for the call;

f) schedule, reschedule, or cancel appointments;

g) create tickets, tasks, summaries, or outcomes;

h) integrate the Service with calendars, CRMs, management systems, webhooks, APIs, and third-party services;

i) use, where activated, B2B lead discovery or enrichment features.

A.2 In the context of firms, companies, or organized structures, the virtual switchboard may be configured to: a) identify the most suitable department or contact person;

b) collect identifying and contact data of the caller;

c) distinguish informational requests, contact requests, organizational urgencies, appointments, or other categories configured by the Client;

d) route, queue, transfer, or forward the call to designated numbers or operators;

e) collect preliminary elements regarding the matter or position indicated by the caller, exclusively on the basis of rules and content provided by the Client.

A.3 The Service does not replace the judgment of the Client or its operators, nor does it constitute an automated professional advisory system toward End Users.

A.4 Any recordings, transcripts, conversational analytics, enrichments, advanced routing rules, custom retention, enterprise integrations, or special configurations may be subject to specific technical, economic, or contractual conditions.

ANNEX B – SLA, support, and maintenance

B.1 Subject to the exclusions set out below, Agendly undertakes to ensure monthly Service availability of at least 99%, calculated on a monthly basis.

B.2 The following are excluded from the availability calculation, by way of example: a) scheduled maintenance communicated with reasonable notice;

b) urgent maintenance necessary for Service security or stability;

c) unavailability due to force majeure;

d) unavailability due to networks, telecom operators, cloud providers, or third parties outside Agendly’s direct control;

e) unavailability due to the Client’s network or systems;

f) suspensions lawfully carried out pursuant to these Terms.

B.3 Standard support is provided by email on business days from Monday to Friday, approximately from 10:00 a.m. to 7:00 p.m., excluding national holidays or unless otherwise provided in the Order.

B.4 Severity classes and indicative response times: a) Critical: Service unavailability or inability to use essential functionality; indicative response within 2 business hours;

b) High: serious degradation of key functionality; indicative response within 12 business hours;

c) Medium/Low: non-blocking issues; indicative response within 24 business hours.

B.5 Restoration times are managed on a best-effort basis, taking into account the nature of the issue, its origin, and any dependency on third parties.

B.6 Unless otherwise agreed in writing, remedies for any SLA service failures consist of reasonable and proportionate measures, such as priority interventions, service extensions, or other agreed measures, automatic indemnities being excluded unless otherwise contractually provided.