Terms of Service
Effective Date:
February 2025
Sadie is a service operated by Sadie Technology Limited (Sadie, we, our, or us). These Terms of Service (Terms) govern your use of our services, software, and websites (collectively, the Services). By accessing or using the Services, you agree to be bound by these Terms.
1. DEFINITIONS
"Customer" means the entity or individual entering into this Agreement.
"End User" refers to individuals who interact with the Customer's systems via Sadie’s voice agent.
"Order Form" means a mutually executed document specifying the Services purchased.
"Customer Data" means any data submitted by Customer into the Services.
2. ACCESS AND LICENSE
Subject to these Terms and the applicable Order Form, Sadie grants you a non-exclusive, non-transferable, non-sublicensable license to use the Services for your internal business purposes during the Subscription Term.
You shall not:
Reverse engineer or copy the Services;
Use the Services to build a competing product;
Resell or distribute the Services;
Use the Services in violation of any applicable laws.
3. EVALUATION SERVICES
If the Services are provided on a trial or evaluation basis, they are offered "AS IS" with no warranties. Sadie may terminate access at any time.
4. IMPLEMENTATION AND UPDATES
Sadie will provide onboarding and support services as specified in the Order Form. We may release updates or new features which will also be governed by these Terms.
5. CUSTOMER RESPONSIBILITIES
You are responsible for:
Ensuring End Users are notified about and consent to data collection;
Maintaining the security of your access credentials;
Complying with all applicable laws, including those related to telemarketing, privacy, and data protection.
6. FEES AND PAYMENT
Fees are outlined in your Order Form. Fees will be billed automatically to the Customer’s credit card on file in advance of each billing period. Customer authorizes Sadie to charge the provided payment method for all applicable fees as they become due.
Fees may vary from period to period depending on actual usage, including any overages beyond the agreed-upon service limits specified in the Order Form. If Customer exceeds the usage thresholds, overage charges will be calculated and billed automatically at the applicable rates.
All fees are non-refundable except as required by law. You are responsible for any applicable taxes. except as required by law. You are responsible for any applicable taxes.
7. DATA AND PRIVACY
You retain ownership of Customer Data. Sadie may:
Use Customer Data to provide and improve the Services;
Generate aggregated, de-identified analytics;
Comply with applicable data privacy laws.
End User data will be processed in accordance with our Privacy Policy. You are responsible for obtaining all legally required consents.
8. THIRD PARTY INTEGRATIONS
Sadie may interface with third-party systems (e.g., CRMs, telephony APIs). We do not control and are not responsible for third-party services. Customer is responsible for securing all third-party permissions.
9. INTELLECTUAL PROPERTY
Sadie retains all rights, title, and interest in the Services. Feedback provided by Customer may be used by Sadie to improve its Services without restriction.
10. CONFIDENTIALITY
Each party agrees to keep confidential information confidential and use it only for purposes of fulfilling its obligations under this Agreement.
11. SERVICE LEVEL AGREEMENT (SLA)
Sadie will use commercially reasonable efforts to make the Services under its direct control available 99.5% of the time, measured monthly, excluding scheduled maintenance and force majeure events. This SLA does not apply to downtime or disruptions caused by third-party providers or services not directly managed by Sadie.
Scheduled maintenance will be communicated with at least 48 hours' notice.
Availability is calculated as: (Total Minutes in Month - Downtime Minutes) / Total Minutes in Month × 100
If availability of the Sadie-controlled Services falls below 99.5% in any given calendar month, Customer may request a service credit equivalent to a prorated portion of the monthly fees for the affected Services. Service credits must be requested within 30 days of the incident and are the sole remedy for any SLA breach.
12. TERM AND TERMINATION
These Terms apply for the duration specified in the Order Form. Either party may terminate for material breach with 30 days’ notice and opportunity to cure. Upon termination:
Customer must cease using the Services;
Sadie may delete Customer Data after 90 days.
13. WARRANTY DISCLAIMER
The Services are provided "AS IS". Sadie disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.
14. LIMITATION OF LIABILITY
Except for indemnification or breach of confidentiality, each party’s total liability shall not exceed the fees paid by Customer in the 12 months preceding the claim. Neither party shall be liable for indirect or consequential damages.
15. INDEMNIFICATION
Each party agrees to indemnify the other against third-party claims resulting from:
(a) breach of applicable law;
(b) infringement of intellectual property rights;
(c) misuse of the Services.
16. MODIFICATIONS
Sadie may revise these Terms by posting an updated version. Continued use of the Services after changes constitutes acceptance of the new Terms.
17. GOVERNING LAW
These Terms shall be governed by the laws of Ireland. Any disputes shall be resolved in the courts of Ireland.
18. GENERAL
This Agreement constitutes the entire agreement between the parties.
Neither party may assign its rights without prior written consent, except in connection with a merger or sale.
Notices must be delivered in writing to the contact on the Order Form.
For questions or legal inquiries, contact: legal@heysadie.ai
