Effective date: 24 September 2026
Version: 1.0
Applies to: All enterprise customers obtaining Emotech Products directly or through an authorised Channel Partner. The applicable Order must identify Emotech EMEA LTD or Emotech LTD as the contracting entity.
IMPORTANT: This EULA is a legal agreement between Emotech and the enterprise identified as the Customer. It becomes binding only through an Order, click-through, or other affirmative acceptance process that identifies this EULA. Merely viewing this EULA on Emotech's website does not constitute acceptance.
1.1This Enterprise End User Licence Agreement (EULA) is entered into between the legal entity identified as the end customer in the applicable Order or Customer Agreement (Customer) and the Emotech entity identified in the applicale Order (Emotech). Emotech will be either: (a) Emotech EMEA LTD, a limited liability company established under the laws of the Abu Dhabi Global Market, with company number 000007316 and registered office at B05, 15th Floor, Al Sarab Tower, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, United Arab Emirates; or (b) Emotech LTD, a private limited company incorporated in England and Wales with company number 09189601 and registered office at 71-75 Shelton Street, Covent Garden, London, England, WC2H 9JQ. The applicable Order must identify the relevant Emotech entity. No other Emotech affiliate is a party to this EULA or liable under it.
1.2This EULA becomes binding when Customer, acting through an authorised representative: (a) signs or accepts an Order or Customer Agreement that incorporates this EULA by hyperlink or attachment; (b) clicks or otherwise selects an electronic acceptance control for this EULA; or (c) completes another affirmative acceptance process that identifies this EULA. Customer must not access or use any Product before acceptance.
1.3The person accepting this EULA represents that they have authority to bind Customer. If they do not have that authority, or Customer does not agree to this EULA, Customer must not access or use the Products.
1.4Customer is responsible for its Authorised Users and for ensuring that they comply with this EULA. An Authorised User does not become a separate party to this EULA.
1.5Where Customer obtains Products through a Channel Partner, that Channel Partner acts as an independent contractor and not as Emotech's agent. A Channel Partner has no authority to accept this EULA for Customer, amend it, give warranties on Emotech's behalf, or create obligations binding on Emotech unless Emotech expressly authorises the specific act in writing.
1.6The Products are supplied under this EULA for business use only. An individual who accepts this EULA does so solely as Customer's representative and not as a consumer purchasing the Products for personal use.
2.1"Channel Partner" means a reseller, distributor, system integrator, managed service provider, or other third party authorised by Emotech to market, supply, implement, or support one or more Products.
2.2"Authorised User" means an employee, officer, contractor, consultant, or other individual whom Customer authorises to use a Product for Customer's benefit within the scope of an Order.
2.3"Customer Agreement" means the commercial agreement between Customer and a Channel Partner under which Customer purchases or receives access to the Products. References to a Customer Agreement do not apply where Customer obtains the Products directly from Emotech.
2.4"Customer Data" means all data, content, audio, recordings, text, prompts, documents, personal data, configurations, instructions, and other materials submitted to, transmitted through, or made available to a Product by or for Customer.
2.5"Customer Environment" means infrastructure, cloud tenancy, data centre, hardware, virtual machines, operating systems, container platform, network, security tools, endpoints, or other environment controlled by Customer or its provider.
2.6"Documentation" means Emotech's user, technical, integration, security, and usage documentation made available for the relevant Product, as updated from time to time.
2.7"Emotech Materials" means the Products, software, source code, object code, APIs, SDKs, models, model assets, weights, voices, algorithms, orchestration tools, connectors, templates, generic workflows, Documentation, designs, methodologies, know-how, tools, reusable components, configurations developed by Emotech, and all related intellectual property owned, licensed or developed by Emotech, including modifications, enhancements and improvements to them. Emotech Materials exclude Customer Data and Customer Materials.
2.8“Customer Materials” means prompts, business rules, workflows, knowledge content, documents, taxonomies, scripts, configurations and other materials created independently by Customer or supplied by Customer for use with the Products, excluding Emotech Materials incorporated into or required to operate them.
2.9"Hosted Services" means Products operated by or for Emotech in an Emotech-managed cloud environment and made available as a hosted or software-as-a-service offering.
2.10"Order" means an order form, statement of work, quotation, subscription confirmation, service particulars, commercial schedule, or other written or electronic record issued or approved by Emotech, whether provided directly or through a Channel Partner, that identifies Customer and specifies the Products, Subscription Term, Usage Limits, Deployment Model, Hosting Region, support level, or other applicable scope.
2.11"Output" means audio, text, transcripts, summaries, answers, analytics, recommendations, generated content, or other results produced by a Product from Customer Data or Customer instructions.
2.12"Products" means the Emotech products, services, and related components identified in an Order, which may include speech-to-text, text-to-speech, language models, chatbots, voice bots, agentic AI, agent assist, contact centre analytics, APIs, SDKs, connectors, software, and Hosted Services.
2.13"Subscription Term" means the period for which Customer is authorised to access or use a Product under the applicable Order.
2.14"Usage Limits" means the users, environments, locations, calls, minutes, characters, sessions, tokens, concurrency, capacity, data volumes, models, features, or other usage entitlements stated in the applicable Order.
3.1This EULA governs Customer's right to access and use the Products whether Customer obtains them directly from Emotech or through a Channel Partner. This EULA does not by itself create an obligation to purchase or supply any Product. For a direct purchase, pricing, invoicing, payment, procurement, and other commercial terms are governed by the applicable Order or other agreement between Emotech and Customer. For a channel purchase, those matters between Customer and the Channel Partner are governed by the Customer Agreement.
3.2In the event of a conflict concerning the same subject matter, the following order of precedence applies:
the applicable data processing agreement or addendum, solely with respect to the processing and protection of personal data;
an Order, but only to the extent that it expressly identifies the provision of this EULA that it varies and Emotech has approved that variation in writing;
this EULA; and
the Documentation.
3.3A Customer Agreement or any separate procurement or purchase terms do not amend this EULA or bind Emotech unless Emotech expressly agrees in writing. Customer is responsible for obtaining and reviewing the applicable service particulars from Emotech or the relevant Channel Partner before use.
3.4Any implementation, customisation, training, support, service level, professional service, deliverable, acceptance criterion, or project commitment applies only if expressly stated in an Order or another written agreement signed by Emotech.
3.5Where Customer obtains Products through a Channel Partner, Customer does not acquire rights under any agreement between Emotech and that Channel Partner, and no such agreement makes Customer a third-party beneficiary.
4.1Subject to this EULA, the applicable Order, the Usage Limits, and payment of the applicable fees to Emotech or the relevant Channel Partner, Emotech grants Customer during the Subscription Term a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Products solely for Customer's own business operations and any customer-facing use expressly described in the Order.
4.2For Hosted Services, the grant is a right to access and use the relevant service. For software deployed in a Customer Environment, Emotech grants Customer a limited licence to install and run the object-code version of the software only in the approved Customer Environment and only for the scope stated in the Order. No source-code licence is granted.
4.3Customer may allow Authorised Users and contractors acting for Customer to use a Product, provided their use is solely for Customer's benefit, remains within the Order, and is subject to confidentiality and use restrictions no less protective of Emotech than this EULA. Customer remains responsible for their acts and omissions.
4.4Customer affiliates may use a Product only if they are expressly included in the Order. Unless an affiliate separately accepts this EULA or is included within Customer's legal responsibility under the Order, no separate rights are granted to that affiliate.
4.5Customer may use Outputs in its own business operations and in the customer-facing services permitted by the Order. Customer may not resell, licence, expose, or make a Product or its underlying capabilities available as a standalone service to any third party.
4.6All rights not expressly granted are reserved by Emotech and its licensors. The Products are licensed or provided as services, not sold.
5.1The applicable Order must identify the Deployment Model and, where relevant, the Hosting Region. The responsibility allocation in Schedule 2 applies unless an Order expressly states otherwise.
5.2For an Emotech-managed SaaS deployment, Emotech is responsible for operating the Emotech-managed application and hosting components within the agreed scope. Customer remains responsible for its own connectivity, endpoints, identity systems, integration endpoints, Customer Data, users, and systems outside the Emotech-managed environment.
5.3For an on-premise or customer-managed deployment, Customer is responsible for the Customer Environment, including capacity, cloud or data-centre services, hardware, operating systems, container or orchestration platform, networking, security, patching, monitoring, backup, disaster recovery, and availability, unless the Order expressly allocates a responsibility to Emotech.
5.4Emotech will not change a Hosting Region identified in an Order in a way that moves Customer Data to another country without prior written agreement where the change would materially affect an agreed data-residency or regulatory requirement. Routine routing, resilience, support access, and sub-processing remain subject to the applicable data processing agreement and Order.
5.5A migration between hosting regions or Deployment Models requires written agreement on scope, timing, responsibilities, testing, transition processing, costs, and acceptance. During an agreed migration, limited processing or duplication in the source and target environments may be necessary for testing, validation, rollback, and continuity, subject to the applicable data processing agreement.
5.6Migration is subject to technical feasibility and the availability and compatibility of relevant third-party services, including cloud and contact-centre platforms. No future hosting location or migration date is committed unless stated in an Order signed or approved by Emotech.
6.1Customer must:
use the Products only in accordance with this EULA, the Order, the Documentation, and applicable law;
ensure that Customer Data, instructions, workflows, and permitted uses are accurate, lawful, and appropriate for the intended purpose;
maintain the confidentiality and security of credentials, API keys, certificates, tokens, accounts, and administrator access, and promptly revoke access that is no longer required;
configure and maintain Customer systems, integrations, endpoints, networks, and the Customer Environment in accordance with the Documentation;
obtain all notices, consents, permissions, licences, and legal bases required for Customer Data, recordings, communications, voices, and interactions processed through the Products;
apply appropriate human oversight, testing, validation, access control, and operational safeguards before relying on a Product or Output; and
notify Emotech and, where relevant, the applicable Channel Partner promptly of suspected unauthorised access, misuse, security incidents, vulnerabilities, or material errors affecting a Product.
6.2Customer is responsible for determining whether the Products are suitable for its regulatory, banking, financial-services, consumer-protection, records-management, accessibility, and internal-policy obligations. Any certification, audit, data-residency, retention, business-continuity, or regulatory commitment applies only if expressly included in an Order or other written agreement signed by Emotech.
7.1Customer must not, and must not permit any person to:
copy, modify, adapt, translate, or create derivative works of any Product, except for configurations expressly permitted by the Documentation or Order;
reverse engineer, decompile, disassemble, discover, or attempt to derive source code, model structure, weights, parameters, training data, algorithms, architecture, or non-public APIs, except to the limited extent that applicable law does not permit this restriction and only after first requesting the information from Emotech;
remove, obscure, or alter proprietary, copyright, trademark, attribution, or ownership notices;
sell, resell, sublicense, rent, lease, lend, distribute, publish, transfer, assign, time-share, or make a Product available to a third party, except for an authorised customer-facing use stated in an Order;
use a Product to provide a bureau, outsourcing, managed, or competing service to third parties unless expressly permitted in an Order;
use access to the Products, Emotech Materials, Emotech Confidential Information, non-public interfaces, non-public Outputs relating to Product performance, or other non-public technical information obtained through use of the Products to build, train, benchmark, validate or improve a product, model or service that competes with Emotech, except that nothing in this paragraph restricts Customer's use of its own Customer Data or Customer Materials independently of the Products;
publish benchmarks, comparative tests, security test results, or performance analyses of a Product without Emotech's prior written consent;
circumvent, disable, evade, or interfere with Usage Limits, licence keys, metering, access controls, safety controls, security controls, or technical protection measures;
introduce malware, harmful code, excessive load, denial-of-service activity, unauthorised scanning, or any activity that disrupts or compromises a Product or third-party system;
use a Product or Output for unlawful, fraudulent, deceptive, abusive, discriminatory, defamatory, infringing, harmful, or malicious purposes; or
use a Product as the sole basis for a legal, credit, financial, medical, employment, safety-critical, or similarly high-impact decision about an individual without appropriate human review and any safeguards required by law.
8.1As between Customer and Emotech, Customer retains all right, title, and interest in Customer Data. Customer is responsible for the legality, quality, accuracy, and integrity of Customer Data and for having all rights required to provide it to Emotech for processing.
8.2Customer grants Emotech and its approved sub-processors a limited, non-exclusive right during the Subscription Term to host, copy, transmit, process, display, and otherwise use Customer Data only as necessary to provide, secure, support, maintain, troubleshoot, and improve the performance of the Products for Customer, comply with documented instructions, and meet legal obligations.
8.3Where Emotech processes personal data on behalf of Customer or, where applicable, a Channel Partner, the applicable data processing agreement or addendum governs that processing. If there is a conflict concerning personal-data processing, the data processing agreement or addendum prevails. In the event of a conflict concerning the processing or protection of personal data, the applicable data processing agreement or addendum prevails over this EULA and the applicable Order, unless that data processing agreement expressly provides otherwise.
8.4Emotech will not use Customer Data or identifiable Outputs to train a shared, public, or general-purpose speech, language, generative AI, or other model unless Customer expressly opts in through a separate written agreement. This does not prevent customer-specific tuning or evaluation expressly included in an Order and performed solely for Customer.
8.5Emotech may collect and use service telemetry, performance metrics, usage measurements, security events, and technical diagnostic data to operate, secure, support, bill, and improve the Products. Emotech may use aggregated or de-identified data for analytics and product improvement, provided it does not identify Customer, an Authorised User, or any individual and cannot reasonably be re-identified.
8.6Data retention, export, return, and deletion are governed by the applicable Order and data processing agreement. Customer is responsible for exporting any Customer Data it requires before expiry or termination, subject to any agreed transition assistance.
8.7As between Customer and Emotech, Customer may use Outputs generated during the Subscription Term for the purposes permitted by the Order. Subject to Emotech Materials and third-party rights embedded in an Output, this permission continues after the Subscription Term for Outputs lawfully generated and exported before expiry or termination.
8.8Outputs may be inaccurate, incomplete, variable, or unsuitable for a particular purpose. Customer is responsible for reviewing and validating Outputs before use and for decisions or actions taken in reliance on them.
9.1Confidential Information means non-public business, technical, commercial, security, product, or other information disclosed by one party (Discloser) to the other (Recipient) that is marked confidential or should reasonably be understood to be confidential, including Customer Data, non-public Product information, Documentation, models, security information, and the terms of an Order.
9.2The Recipient must use Confidential Information only to perform or exercise rights under this EULA, protect it using at least reasonable care, and disclose it only to personnel, professional advisers, contractors, and sub-processors who need to know it and are bound by confidentiality obligations. The Recipient is responsible for their compliance.
9.3Confidential Information does not include information that the Recipient can demonstrate: (a) is lawfully public without breach; (b) was lawfully known without restriction before disclosure; (c) is received lawfully from a third party without confidentiality duty; or (d) is independently developed without use of the Discloser's Confidential Information.
9.4If disclosure is required by law or a competent authority, the Recipient may disclose only the required portion and, where legally permitted, must give prompt notice and reasonable assistance to seek protective treatment.
9.5On request or termination, the Recipient must return or securely delete Confidential Information, except for copies retained by law, automatic backup, or internal compliance processes, which remain protected. These duties continue for five years after disclosure and for trade secrets and personal data for so long as the information remains protected by applicable law.
10.1Emotech and its licensors retain all right, title, and interest in and to the Emotech Materials and all modifications, updates, upgrades, enhancements, configurations, derivative works, and improvements to them, whether created by Emotech alone or in connection with Customer, except to the extent an Order expressly states otherwise.
10.2Customer retains ownership of Customer Data, Customer trademarks, Customer documents, Customer domain content, and materials created independently of the Products. No ownership in Customer Data transfers to Emotech.
10.3Customer-specific configurations, prompts, workflows, connectors, knowledge bases, fine-tuning, and deliverables are governed by the applicable Order. Unless an Order expressly transfers ownership, they remain part of the Emotech Materials or are licensed to Customer only for the Subscription Term, while Customer retains ownership of its Customer Data and customer-specific content.
10.4If Customer provides feedback or suggestions about a Product, Customer grants Emotech a perpetual, worldwide, irrevocable, royalty-free right to use and incorporate that feedback without identifying Customer or disclosing Customer Confidential Information.
10.5No rights are granted by implication, estoppel, or otherwise.
11.1A Product may interoperate with third-party cloud infrastructure, contact-centre platforms, telecommunications services, software, open-source components, language models, or other services identified in an Order or Documentation.
11.2Customer's use of a third-party service may be subject to separate terms between Customer and the third-party provider. Customer is responsible for obtaining and maintaining third-party accounts, licences, connectivity, and permissions not expressly included in the Order.
11.3Open-source components are licensed under their applicable open-source licences. To the extent an open-source licence expressly overrides this EULA for a component, that licence governs that component only.
11.4Emotech is not responsible for unavailability, delay, degradation, changes, or errors caused by third-party services outside Emotech's reasonable control. Emotech will remain responsible for obligations expressly allocated to it in an Order and will use reasonable efforts to coordinate diagnosis where a third-party dependency affects the Products.
12.1Emotech may deploy patches, security updates, fixes, and minor improvements during the Subscription Term. Emotech will not materially reduce the core functionality purchased under an Order during the then-current Subscription Term, except where required by law, security, a third-party dependency, or to prevent material harm.
12.2Where reasonably practicable, Emotech will give advance notice of a material deprecation or change that requires Customer action. Replacement functionality may differ where a change is driven by law, security, technical necessity, or a third-party provider.
12.3Emotech may update this EULA by publishing a new version on its website and identifying the revised effective date. The version incorporated into an Order governs that Order. A materially adverse update will normally apply from Customer's next renewal or new Order unless Customer agrees earlier. Emotech may apply an update during a current Subscription Term where reasonably required by law, regulation, security, intellectual-property protection, or third-party terms, provided the update is limited to what is reasonably necessary and notice is given where practicable. Emotech will make the prior applicable version available on request.
12.4Preview, evaluation, proof-of-concept, trial, experimental, or beta features are provided for evaluation, may be modified or withdrawn, may not be supported, and must not be used for production or critical operations unless an Order expressly permits that use.
13.1During an active Subscription Term and subject to payment of applicable fees, Emotech will provide standard maintenance for Emotech-managed Product components. Standard maintenance consists of bug fixes, security patches, minor updates, and changes reasonably required to maintain normal operation within the approved Deployment Model.
13.2Standard maintenance does not include 24/7 support, guaranteed response or resolution times, service credits, managed operations, new use cases, bespoke enhancements, additional integrations, additional environments, Customer Environment support, third-party support, cloud or model charges, or remediation of issues caused by unauthorised changes or use outside the Order.
13.3Any service level, uptime commitment, support window, severity definition, response or resolution target, service credit, disaster-recovery commitment, or extended support obligation applies only if expressly stated in an Order or support schedule signed or approved by Emotech.
13.4For customer-managed and on-premise deployments, Emotech's maintenance obligations apply only to the licensed Product components identified in the Order and do not transfer responsibility for the Customer Environment to Emotech.
14.1Emotech may suspend access to all or part of a Product where reasonably necessary to:
comply with law, regulation, court order, or a competent authority;
respond to a security incident, vulnerability, attack, or material risk to a Product, Customer, Emotech, a Channel Partner, an individual, or a third party;
prevent prohibited, unlawful, fraudulent, abusive, or out-of-scope use;
protect service integrity where Customer use causes material disruption or exceeds agreed Usage Limits; or
address undisputed fees relating to the affected Products that remain overdue to Emotech, or that a Channel Partner has confirmed in writing are undisputed and overdue, in each case following expiry of any applicable notice and cure period.
14.2Where practicable, Emotech will give advance notice, explain the basis for suspension, limit the suspension to the affected Product or use, and restore access promptly after the reason is resolved. Advance notice is not required where delay would increase risk, breach law, or compromise security.
14.3Suspension does not extend the Subscription Term or excuse obligations arising before suspension, unless an Order expressly provides otherwise.
15.1This EULA begins on acceptance and continues while Customer has an active Subscription Term or retains any Product software, unless terminated earlier under this clause.
15.2Either party may terminate this EULA for material breach if the breach is not cured within 30 days after written notice. Emotech may terminate immediately for an incurable breach, unlawful use, material infringement or misuse of Emotech Materials, or conduct creating an urgent and material security risk.
15.3Expiry or termination of the applicable Order or Customer's valid entitlement to the affected Product ends Customer's rights to that Product. Where Customer obtains a Product through a Channel Partner and the relevant Customer Agreement terminates for reasons unrelated to Customer's breach or payment obligations, Emotech may, at its discretion, permit Customer to continue the remaining Subscription Term under a replacement direct or channel arrangement. Termination of one Product or Order does not terminate unrelated Orders unless expressly stated
15.4On expiry or termination, Customer must stop accessing and using the affected Products, disable credentials and integrations, and uninstall and securely delete Emotech software, licence keys, and Documentation from the Customer Environment, except for materials that Customer is expressly entitled to retain.
15.5Customer Data export, return, and deletion are handled under clause 8 and the applicable data processing agreement. Lawfully generated and exported Outputs may continue to be used as stated in clause 8.7.
15.6Clauses concerning accrued rights, confidentiality, intellectual property, restrictions, disclaimers, indemnities, liability, governing law, and any provision intended by its nature to survive will continue after expiry or termination.
16.1Emotech warrants that it has the right to grant the rights expressly stated in this EULA and that, during the Subscription Term, the Products will materially conform to the applicable Documentation when used in accordance with this EULA and the Order.
16.2Any professional services expressly included in an Order will be performed with reasonable skill and care by personnel with appropriate skills and experience.
16.3If Customer gives prompt written notice with sufficient detail of a reproducible breach of clause 16.1 or 16.2, Emotech will use commercially reasonable efforts to correct, re-perform, replace, or provide a workaround for the affected Product or service. Any financial remedy is governed by the applicable Customer Agreement or Order.
16.4The warranties do not apply to issues caused by Customer Data, the Customer Environment, third-party services, unauthorised changes, misuse, use outside the Documentation or Order, failure to install required updates, or preview, trial, proof-of-concept, experimental, or beta features.
16.5Except as expressly stated, and to the maximum extent permitted by law, the Products and Outputs are provided as is and as available. Emotech does not warrant that they will be uninterrupted, error-free, free from all vulnerabilities, compatible with every system, or produce accurate, complete, unique, or fit-for-purpose Outputs.
16.6The Products and Outputs do not constitute legal, regulatory, financial, investment, medical, employment, or other professional advice. Customer remains responsible for its own decisions, approvals, controls, and compliance.
17.1The product-specific conditions in Schedule 1 apply to the relevant Product in addition to the other provisions of this EULA. If more than one Product is used in a workflow, each applicable part of Schedule 1 applies.
18.1Customer will indemnify Emotech and its affiliates against third-party claims, damages, fines, penalties, costs, and reasonable legal fees to the extent arising from: (a) Customer Data or Customer instructions that infringe third-party rights or are processed without required rights, notices, consents, or legal bases; (b) unlawful or unauthorised recording, voice use, impersonation, communication, or content initiated by Customer; or (c) Customer's material breach of clause 7.
18.2Emotech must give prompt notice of an indemnified claim, allow Customer to control the defence and settlement, and provide reasonable cooperation at Customer's expense. Customer may not settle a claim in a way that admits liability by, imposes obligations on, or restricts Emotech without Emotech's prior written consent, not to be unreasonably withheld.
18.3Any indemnity given by Emotech applies only if expressly stated in an Order or another written agreement signed by Emotech.
18.4 Emotech will defend Customer against a third-party claim that Customer's authorised use of an unmodified Product supplied by Emotech directly infringes that third party's patent, copyright or registered trademark, and will pay damages and costs finally awarded by a court or agreed by Emotech in settlement of that claim.
18.5Emotech has no obligation under clause 18.4 to the extent a claim results from: (a) Customer Data or Customer Materials; (b) use outside this EULA, the Documentation or Order; (c) modification not made or authorised by Emotech; (d) combination with products, services, data or technology not supplied or approved by Emotech where the claim would not otherwise have arisen; (e) compliance with Customer's instructions or specification; or (f) continued use after Emotech has provided a commercially reasonable non-infringing alternative.
18.6If a Product becomes, or in Emotech's reasonable opinion is likely to become, subject to an infringement claim, Emotech may: (a) obtain the right for Customer to continue using it; (b) modify or replace it with materially equivalent non-infringing functionality; or, if neither is commercially reasonable, (c) terminate the affected Product and refund any prepaid fees received by Emotech for the unused portion of the terminated Subscription Term.
18.7Clause 18.4 applies only if Customer promptly notifies Emotech of the claim, gives Emotech control of the defence and settlement, and provides reasonable cooperation at Emotech's expense. Emotech may not settle a claim in a manner that requires Customer to admit wrongdoing or incur material obligations unrelated to continued use of the Product without Customer's consent, not to be unreasonably withheld.
19.1Nothing in this EULA limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot lawfully be limited or excluded.
19.2Subject to clause 19.1, Emotech is not liable for any indirect or consequential loss, or for loss of profit, revenue, anticipated savings, business opportunity, goodwill, or reputation, arising out of or in connection with this EULA, whether or not foreseeable.
19.3Subject to clause 19.1, Emotech's total aggregate liability arising out of or in connection with this EULA and the affected Product, whether in contract, tort (including negligence), misrepresentation, restitution, breach of statutory duty, or otherwise, will not exceed the fees received by Emotech, directly from Customer or indirectly through a Channel Partner, specifically attributable to Customer's use of the affected Product during the 12 months preceding the event giving rise to the claim. If the event occurs within the first 12 months, the cap is the fees received during the period from the start of the applicable Order to that event.
19.4Except for liabilities described in clause 19.1, the exclusions and cap in this clause 19 apply collectively to all connected events and claims, including obligations under clause 18, and apply for the benefit of Emotech's affiliates, licensors, suppliers and personnel. Nothing in this clause creates liability or a remedy that does not otherwise exist.
19.5The parties acknowledge that the allocation of risk in this clause is reflected in the nature and price of the Products.
20.1Each party must comply with laws applicable to its performance under this EULA. Customer is responsible for laws applicable to its Customer Data, sector, communications, recordings, end users, decisions, and use of Outputs.
20.2Customer must not use, export, re-export, transfer, or permit access to a Product in breach of applicable sanctions, export-control, anti-bribery, anti-corruption, anti-money-laundering, or trade laws. Customer represents that it is not prohibited from receiving the Products under those laws.
20.3If a legal or regulatory change materially affects a Product or its permitted use, the parties will cooperate in good faith on reasonable changes. Emotech may suspend or modify the affected functionality to the extent reasonably required for compliance or risk control.
21.1Notices under this EULA must be in writing. Notices to Emotech must be sent to info@emotech.co with a copy by post to the registered office of the Emotech entity identified in the applicable Order. Notices to Customer may be sent to the legal, procurement, administrator, or other contact stated in the Order or Customer Agreement.
21.2A notice is deemed received: (a) for email, on the next business day after transmission if no delivery failure is received; and (b) for tracked post or courier, on recorded delivery. Operational and security notices may also be delivered through the Product or, where applicable, the relevant Channel Partner.
22.1Neither party is liable for delay or failure caused by events beyond its reasonable control, except that this does not excuse payment obligations or a party's duty to take reasonable steps to protect Confidential Information and personal data.
22.2Customer may not assign, transfer, or novate this EULA or an Order without Emotech's prior written consent, not to be unreasonably withheld for a transfer of substantially all Customer's relevant business to a successor that is not a competitor of Emotech and can meet Customer's obligations. Emotech may assign this EULA to an affiliate or in connection with a merger, reorganisation, financing, or sale of substantially all relevant business or assets.
22.3The parties are independent contractors. This EULA does not create a partnership, joint venture, fiduciary relationship, franchise, employment relationship, or agency.
22.4If a provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue.
22.5A waiver must be in writing and applies only to the specific circumstance. Delay or failure to exercise a right is not a waiver. Rights and remedies are cumulative unless expressly stated otherwise.
22.6This EULA, the applicable Order, and any applicable data processing agreement constitute the entire agreement between Customer and Emotech concerning Customer's access to and use of the Products and replace prior representations on that subject. Customer acknowledges that it has not relied on a statement not set out in those documents, without limiting liability for fraud.
22.7Except as expressly stated, a person who is not a party to this EULA has no right under any applicable third-party-rights law to enforce it.
22.8If the applicable Order identifies Emotech EMEA LTD, this EULA and any non-contractual obligations arising from it are governed by the laws of the Abu Dhabi Global Market, and the courts of the Abu Dhabi Global Market have exclusive jurisdiction. If the applicable Order identifies Emotech LTD, this EULA and any non-contractual obligations arising from it are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction. In either case, Emotech may seek urgent injunctive or protective relief in any court of competent jurisdiction.
22.9The English-language version controls. Electronic acceptance, electronic signatures, and electronic records have the same effect as originals to the extent permitted by law.
Customer is responsible for providing all recording notices and obtaining all consents, permissions, and legal bases required to capture, transmit, transcribe, retain, and analyse audio or communications.
Transcripts may contain recognition, speaker-attribution, language-identification, gender-identification, punctuation, formatting, or timing errors. Customer must apply human review appropriate to the context before relying on or distributing a transcript.
Customer must not represent a transcript as a certified, verbatim, legal, medical, or evidential record unless it has been independently checked and the Order expressly supports that use.
Customer is responsible for the scripts, pronunciation instructions, voice inputs, and content submitted for synthesis and for having all rights and approvals required for that content.
Customer must not clone, imitate, or generate a voice that identifies or is reasonably likely to be mistaken for a real person without that person's valid authorisation and any disclosures required by law.
Customer must not use synthetic speech to deceive, impersonate, defraud, misrepresent identity or authority, bypass authentication, or create unlawful or harmful communications.
Subject to clause 8.7, Customer may store and use lawfully generated audio Outputs for the purposes permitted by the Order, including approved customer-facing communications.
Model Outputs may be probabilistic, variable, inaccurate, incomplete, biased, or unsupported. Customer must test intended use cases and implement appropriate grounding, guardrails, escalation, monitoring, and human review.
Customer must not allow a Product to make or execute a high-impact decision or irreversible external action without the approval, controls, and human oversight stated in the Order and required by law.
Customer is responsible for system prompts, knowledge sources, tools, permissions, API actions, and business rules that Customer configures or approves, including preventing prompt injection, excessive authority, and unauthorised data access.
Where an external model or tool is used, its availability, data handling, and restrictions may depend on the applicable third-party terms and the architecture approved in the Order.
Suggestions, summaries, classifications, scores, sentiments, quality indicators, and recommendations are decision-support tools and may be inaccurate or incomplete.
Customer must not use analytics, inferred characteristics, or agent-assist Outputs as the sole basis for employment, disciplinary, credit, eligibility, legal, or similarly high-impact decisions about an individual.
Customer is responsible for notices, consents, workforce consultation, monitoring rules, call-recording compliance, retention settings, and access controls applicable to contact-centre data.
Customer must protect API credentials and use APIs, SDKs, integrations, and connectors only within the Usage Limits and Documentation.
Customer is responsible for Customer-side code, mapping, configuration, validation, retries, error handling, rate control, and the security of integration endpoints.
Emotech may update an API or connector for security, legal, or technical reasons. Where reasonably practicable, Emotech will provide notice and migration information for a material breaking change.
This matrix applies unless an Order expressly allocates a responsibility differently. Customer-managed includes on-premise, customer cloud, and other environments controlled by Customer or its provider.
| Area | Emotech-managed SaaS | Customer-managed or on-premise |
|---|---|---|
| Emotech application | Emotech operates the licensed application components in the agreed scope. | Emotech supplies or deploys the licensed components and supports them only as stated in the Order. |
| Cloud, hardware, and capacity | Emotech provides the hosting included in the Order, subject to Usage Limits. | Customer provides and funds approved infrastructure, capacity, cloud services, hardware, storage, and licences. |
| Operating system and platform | Emotech manages the operating platform within its hosted environment. | Customer manages operating systems, virtualisation, containers, orchestration, databases, patching, and platform availability unless stated otherwise. |
| Network and connectivity | Emotech manages network controls within its hosted boundary. Customer manages connectivity to that boundary. | Customer manages firewalls, routing, VPN, NAT, DNS, certificates, proxies, load balancers, and external connectivity. |
| Identity and access | Emotech manages service-side controls. Customer manages its users, roles, identity provider, endpoints, and credential lifecycle. | Customer manages infrastructure and service access, privileged accounts, identity integration, endpoints, and credential lifecycle. |
| Backups and disaster recovery | Emotech provides only the backup and recovery measures stated in the Order or applicable service description. | Customer is responsible for infrastructure backup, recovery, resilience, and business continuity unless the Order states otherwise. |
| Monitoring and incident response | Emotech monitors its hosted components. Customer monitors Customer systems and cooperates on joint incidents. | Customer monitors the Customer Environment. Emotech monitors or diagnoses licensed components only to the extent stated in the support scope. |
| Security | Emotech secures its hosted environment. Customer secures users, endpoints, integrations, Customer Data, and systems outside it. | Customer secures the Customer Environment, including physical, network, host, platform, and administrative controls. Each party secures components it manages. |
| Updates and maintenance | Emotech deploys standard maintenance for hosted Product components. | Emotech provides Product updates under the support scope; Customer tests, schedules, and installs them unless the Order assigns installation to Emotech. |
| Data location | The Hosting Region is stated in the Order and processing is subject to the applicable data processing agreement. | Customer determines and operates the location of its environment, subject to the approved architecture and any remote support or sub-processing agreed in writing. |