AYLA Terms of Service

1.0 Artificial Intelligence (AI) Services

Termii may make available artificial intelligence-enabled products and features through AYLA and other Services (collectively, the “AI Services”) to enhance customer communications, messaging workflows, customer engagement, fraud detection, message routing, analytics, automation, and other communication-related functions.

The AI Services may analyse Customer Inputs, generate recommendations, summarise information, automate routine communication tasks, optimise message routing, detect potentially fraudulent or suspicious activity, generate communication content, or provide other AI-assisted outputs (“AI Outputs”).

The AI Services are intended to assist Customers in managing and improving their communications and operational processes. They are not intended to replace human judgment or serve as the sole basis for decisions that produce legal or similarly significant effects.

Because the AI Services rely on machine learning models, telecommunications infrastructure, and third-party technologies, AI Outputs may vary depending on the information provided, network conditions, and other operational factors.

2.0 Customer responsibility

The Customer acknowledges and agrees that it remains solely responsible for:

• reviewing and validating AI Outputs before using or communicating them;
• ensuring AI Outputs are appropriate, accurate, and suitable for the Customer’s intended business purpose;
• ensuring that all Customer Inputs are lawful and that all necessary permissions, notices, and consents have been obtained before submitting data to the AI Services;
• ensuring that its use of the AI Services complies with all applicable laws and regulations, including those relating to privacy, data protection, telecommunications, consumer protection, financial services, marketing, electronic communications, and artificial intelligence;
• maintaining appropriate human oversight over decisions informed by AI Outputs; and
• all communications, decisions, actions, and transactions undertaken using the AI Services.

The Customer remains solely responsible for determining whether and how to act upon any AI Output.

3.0 AI Service limitations

The Customer acknowledges that:

• AI Outputs are generated using probabilistic models and may occasionally contain inaccuracies, omissions, inconsistencies, or other unintended results;
• AI Services are designed to support communication and operational efficiency and should not be relied upon as professional legal, financial, medical, accounting, or regulatory advice;
• the performance of the AI Services may be affected by Customer Inputs, telecommunications networks, third-party service providers, internet connectivity, system availability, or other factors outside Termii’s reasonable control; and
• while Termii continuously seeks to improve the AI Services, it does not warrant that AI Outputs will always be accurate, complete, uninterrupted, error-free, or suitable for every Customer use case.

4.0 AI Outputs and business decisions

The AI Services are intended to assist Customers in improving communications, operational efficiency, and customer engagement. AI Outputs are advisory in nature and are provided to support, rather than replace, the Customer’s business judgment.

The Customer remains solely responsible for evaluating AI Outputs before acting upon them and for all business, operational, legal, financial, or regulatory decisions made using the AI Services.

Termii shall not be responsible for any decision, communication, transaction, customer interaction, or business outcome resulting from the Customer’s reliance on AI Outputs.

5.0 Customer Inputs

Customer represents and warrants that it has all rights, permissions, licences, and lawful authority necessary to submit all prompts, instructions, data, files, messages, documents, telephone numbers, personal data, and other information provided to the AI Services (“Customer Inputs”).

Customer shall not submit any Customer Inputs that:

• infringe third-party intellectual property rights;
• violate applicable law;
• contain malicious code;
• contain unlawful or prohibited content;
• unlawfully disclose confidential information; or
• contain personal data processed without a lawful basis.

6.0 AI Communications compliance

The Customer acknowledges that the AI Services are intended to facilitate and enhance customer communications, messaging workflows, customer engagement, fraud detection, and related business processes. The Customer remains solely responsible for all communications created, approved, transmitted, or initiated using the AI Services.

The Customer shall ensure that its use of the AI Services complies with all applicable laws, regulations, industry standards, and telecommunications requirements governing electronic communications.

The Customer is solely responsible for determining whether any communication generated or facilitated through the AI Services is appropriate, lawful, accurate, and suitable for its intended recipients.

Nothing in these Terms shall be interpreted as legal or regulatory approval by Termii of any communication generated through the AI Services.

7.0 AI-Assisted communications

The AI Services may assist Customers by generating message content, recommendations, customer responses, communication workflows, routing decisions, translations, summaries, classifications, or other communication-related outputs.

The Customer acknowledges that such AI Outputs are generated automatically using machine learning technologies and should be reviewed before distribution where appropriate.

The Customer remains solely responsible for:

• approving communications before they are sent where human review is appropriate;
• ensuring communications accurately represent the Customer’s products or services;
• ensuring communications comply with applicable legal and regulatory obligations;
• maintaining appropriate internal governance over AI-assisted communications; and
• monitoring communications generated through the AI Services.

Termii does not guarantee that AI-generated communications will be accurate, complete, appropriate for every audience, or compliant with the Customer’s regulatory obligations.

8.0 Communications content responsibility

The Customer retains sole responsibility for all content transmitted through the Services, including content generated or assisted by the AI Services.

Termii acts solely as a provider of communications infrastructure and AI-enabled communication tools and does not:

• review or approve Customer Communications before transmission;
• monitor the factual accuracy of Customer Communications;
• endorse any Customer communication;
• assume responsibility for regulatory compliance of Customer communications; or
• act as publisher, editor, or author of Customer-generated content.

9.0 AI Communications indemnity

Without limiting any other indemnity contained in these Terms, the Customer shall defend, indemnify, and hold harmless Termii and its affiliates, directors, officers, employees, contractors, licensors, and agents from and against any claims, investigations, enforcement actions, liabilities, damages, penalties, fines, costs, or expenses (including reasonable legal fees) arising out of or relating to:

• communications generated, approved, transmitted, or distributed by the Customer using the AI Services;
• alleged spam, unsolicited communication, or unlawful marketing activities;
• failure to obtain valid customer consent or provide legally required notices;
• misleading, deceptive, inaccurate, defamatory, discriminatory, offensive, or unlawful communications;
• violations of applicable telecommunications, electronic communications, consumer protection, advertising, financial services, privacy, or data protection laws;
• infringement of third-party intellectual property rights arising from Customer communications or Customer Inputs; or
• the Customer’s failure to implement appropriate human reviews where reasonably required.

The obligations set out in this Section shall survive termination or expiration of these Terms.

10. AI improvements

Termii may, from time to time, enhance, update, retrain, replace, modify, suspend, or discontinue components of the AI Services to improve their functionality, security, performance, regulatory compliance, reliability, or customer experience.

Such improvements or modifications shall not constitute a breach of these Terms.

11. AI disclaimer

The AI Services are provided on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, Termii disclaims all warranties, whether express, implied, statutory, or otherwise, including any warranties of accuracy, reliability, merchantability, fitness for a particular purpose, non-infringement, or continuous availability.

Termii does not warrant that AI Outputs will always be accurate, complete, error-free, or suitable for the Customer’s particular business requirements.

12. AI Governance commitment

Termii is committed to developing and operating its AI Services responsibly and in accordance with its published governance, security, privacy, and compliance standards.

Termii will maintain reasonable technical, organisational, and administrative safeguards designed to support the secure, reliable, and lawful operation of the AI Services.

Nothing in this section constitutes a guarantee that AI Outputs will always be error-free or suitable for every Customer use case.

13. AI Training data

Unless otherwise agreed in writing:

• Customer Inputs will not be used to train publicly available foundation models.
• Termii may use aggregated and de-identified operational data, service metrics, telemetry, and diagnostic information to improve the security, performance, reliability, and effectiveness of the AI Services, provided such information does not identify the Customer or any individual.
• Any use of Customer data for model improvement beyond the purposes described above shall be subject to a separate written agreement.

14. High-risk AI use restrictions

The AI Services are intended to support business communications and operational workflows.

Unless expressly agreed in writing by Termii, the Customer shall not use the AI Services as the sole basis for decisions that produce legal or similarly significant effects on individuals, including decisions relating to employment, credit, insurance, healthcare, criminal justice, immigration, education, housing, or eligibility for public services.

Where the Customer chooses to use AI Outputs in connection with such activities, the Customer is solely responsible for ensuring appropriate human oversight, compliance with applicable laws, and implementation of any legally required safeguards.

15. Third-party Artificial Intelligence providers

The Customer acknowledges that the AI Services operate as part of a broader communications infrastructure that relies upon third-party telecommunications networks, cloud service providers, internet service providers, messaging channels, and technology partners.

The Customer acknowledges that:

• certain AI functionality may depend upon third-party infrastructure or AI technologies;
• changes made by third-party providers may affect the availability or functionality of the AI Services;
• Termii may replace or update third-party AI providers where reasonably necessary to improve performance, security, resilience, or regulatory compliance; and
• Termii shall not be liable for interruptions or service degradation arising solely from failures or changes attributable to third-party providers that are beyond Termii’s reasonable control.

Nothing in this section limits Termii’s responsibility to exercise reasonable care in selecting and managing such providers.

Accordingly, Termii does not warrant that:

• every communication will be successfully delivered;
• every routing recommendation will result in optimal delivery performance;
• fraud detection features will identify every fraudulent activity;
• third-party messaging channels will remain continuously available; or
• telecommunications networks will operate without interruption or delay.

Message delivery, latency, availability, routing performance, and fraud detection outcomes may be affected by factors outside Termii’s reasonable control, including mobile network operators, internet connectivity, third-party platforms, customer systems, regulatory restrictions, and force majeure events.

16. Regulatory changes

Artificial intelligence, telecommunications, privacy, cybersecurity, and digital services laws continue to evolve across the jurisdictions in which Termii operates.

Accordingly, Termii reserves the right, where reasonably necessary to comply with applicable laws, regulatory guidance, court orders, industry standards, or the requirements of competent regulatory authorities, to:

• modify or update the AI Services or any AI-enabled functionality;
• introduce additional technical, security, verification, or compliance controls;
• suspend, restrict, or discontinue specific AI features or functionality;
• impose reasonable limitations on the use of AI Services in particular jurisdictions, industries, or use cases; or
• amend these Terms, upon providing notice in accordance with these Terms.

Where reasonably practicable, Termii will provide Customers with advance notice of material changes that may significantly affect their use of the AI Services.

Any modification made in accordance with this Section shall not constitute a breach of these Terms or give rise to any claim against Termii.

17. Suspension of AI Services

Without limiting any other rights available under these Terms, Termii may suspend, restrict, or terminate access to all or part of the AI Services, immediately and without prior notice where reasonably necessary to:

• protect the security, integrity, availability, or reliability of the AI Services or the broader Termii platform;
• investigate or prevent suspected fraud, abuse, unlawful activity, or misuse of the AI Services;
• comply with applicable law, regulatory requirements, court orders, or lawful requests from competent authorities;
• address material cybersecurity, operational, or telecommunications risks;
• prevent activity that may adversely affect other customers, third-party service providers, telecommunications networks, or the public; or
• enforce these Terms where the Customer has materially breached its obligations.

Nothing in this Section limits Termii’s right to permanently terminate access to the AI Services where continued access would expose Termii, its customers, or third parties to unacceptable legal, regulatory, operational, or security risks.

18. Communications infrastructure disclaimer

The AI Services are designed to enhance message routing, customer engagement, fraud detection, workflow automation, and operational efficiency.

However, Termii does not guarantee successful message delivery, uninterrupted telecommunications services, prevention of fraudulent activity, or continuous availability of the AI Services.

Service performance may be affected by mobile network operators, internet connectivity, customer systems, third-party providers, regulatory restrictions, and other circumstances beyond Termii’s reasonable control.

19. Fraud detection

Fraud detection features are intended solely to assist Customers by providing risk indicators, alerts, or recommendations.

Customers remain solely responsible for investigating, verifying, and determining any action taken in response to fraud alerts or AI-generated recommendations.

20. Customer indemnity

Customer shall defend, indemnify, and hold harmless Termii, its parent companies, affiliates, directors, officers, employees, contractors, licensors, agents, successors, and assigns against all claims, actions, proceedings, liabilities, losses, damages, penalties, fines, regulatory actions, settlements, judgments, costs, and expenses (including reasonable legal fees) arising from or relating to:

• Customer’s use or misuse of the AI Services;
• Customer’s reliance on AI Outputs without independent review or appropriate human oversight;
• Customer Inputs;
• infringement of any intellectual property, privacy, confidentiality, publicity, or other third-party rights arising from Customer Inputs or Customer’s use of the AI Services;
• Customer’s violation of any applicable law, regulation, or industry standard relating to artificial intelligence, data protection, telecommunications, financial services, consumer protection, or cybersecurity;
• any automated decision, action, recommendation, communication, or transaction implemented by Customer using AI Outputs;
• Customer’s failure to obtain required notices, consents, permissions, or lawful bases for processing personal data; or
• Customer’s use of AI Services in any prohibited or unauthorised manner.

The obligations contained in this Section shall survive termination or expiration of these Terms.