Terms of Use

1. General provisions

These Terms govern access to and use of the Peremovyny platform (the Platform).

The Platform is owned and administered by its operator (the Provider). The Provider's full company details are set out in the agreement with the Customer.

The Platform is intended exclusively for business use. It is ordered by a legal entity (the Customer) that gives its employees access to it. The Platform is not intended for consumers and is not sold to private individuals.

These Terms apply:

• to the Customer — together with the signed agreement (the Agreement) and the order form for the selected plan (the Order Form). In case of any conflict, the signed Agreement prevails;
• to Users — the Customer's employees who have been given access (section 12);
• to Demo Users — people who have registered themselves to try the Platform (section 13).

Using the Platform means accepting these Terms.

2. Definitions

Platform — the web application of the voice-based negotiation trainer, with features for creating scenarios, holding voice sessions, automated evaluation, reporting and analytics.

Customer Workspace — the Customer's isolated data space: its users, scenarios, sessions, recordings, statistics and knowledge base.

Session — a single spoken training conversation between a User and the virtual counterpart.

Qualifying Session — a Session with at least 30 seconds of active conversation, containing at least one turn by the User and one turn by the virtual counterpart. Only Qualifying Sessions consume Minutes and are evaluated.

Minutes — the licensed resource measuring the actual duration of active conversation in Qualifying Sessions.

Seat — a named User account within a plan.

Customer Content — scenarios, persona and product descriptions, knowledge base documents and other materials that the Customer uploads to or creates on the Platform.

3. Access

3.1 Onboarding

The Customer selects a plan. The Provider creates the Customer Workspace and appoints the Customer's first administrator. Access is opened once payment is confirmed, in accordance with section 5. Until activation, the Customer's users cannot sign in.

3.2 Roles and accounts

The Customer's administrator creates managers and users within the number of paid Seats and is responsible for assigning permissions correctly.

Accounts are personal. Sharing access with third parties or having several people use a single account is prohibited. The number of active users may not exceed the number of paid Seats.

3.3 Access security

Two-factor authentication is mandatory for all users. On first sign-in, the temporary password must be changed and a second factor set up.

The Customer and Users are responsible for keeping their credentials safe and must notify the Provider immediately of any suspected unauthorised access.

4. Licence and usage limits

4.1 What the licence includes

The licence consists of three parameters: a pool of Minutes, a number of Seats and a term. The pool of Minutes is shared across the entire Customer Workspace: all users' Minutes are deducted from it.

The specific values, the set of available features and the price are determined by the selected plan in the Order Form.

4.2 When resources run out

When the pool of Minutes is used up, new Sessions are blocked — or charged as overage, if the plan provides for it. Access to settings, reports and dashboards remains available until the end of the term.

When the term ends, the Customer Workspace is archived, regardless of any remaining Minutes.

The Customer may purchase additional Minutes or Seats, or extend the term, at any time. Extensions run from new dates and are not applied retroactively.

4.3 What is not deducted

Sessions shorter than 30 seconds, instant hang-ups and technical interruptions do not consume Minutes, are not evaluated and are not included in statistics. Technical pauses caused by switching between service providers are not deducted either.

4.4 Scope of rights

The Provider grants the Customer a non-exclusive, non-transferable right to access the Platform for the term of the licence, solely for training the Customer's own staff.

5. Payment

5.1 Procedure

The Customer selects a plan, and the Platform generates an invoice using the Customer's details. Payment is made outside the Platform by bank transfer. The Provider confirms receipt of payment and activates access according to the plan paid for.

The Platform does not accept payment cards and does not charge customers automatically.

Invoices are payable within 10 banking days of issue, unless the Agreement provides otherwise. The settlement currency is the Ukrainian hryvnia (UAH); settlements with non-residents are made in EUR or USD under the terms of the Agreement. All amounts are exclusive of taxes unless stated otherwise; taxes are charged in accordance with applicable law.

5.2 Late payment

If payment is overdue, the Provider may suspend access after giving the Customer at least 7 days' notice. Suspension does not release the Customer from the obligation to pay for services already provided.

5.3 Promo codes

A promo code is applied when the invoice is generated and remains valid for the number of months specified in its terms. Promo codes cannot be combined, cannot be exchanged for cash, and may be deactivated before they are applied.

5.4 Refunds

Plans that have been paid for and activated are non-refundable, except where expressly provided for in the Agreement or required by mandatory law.

6. Acceptable use

The Customer and Users must not:

1. Upload personal data of third parties — real clients, counterparties or any other people — into scenarios, persona descriptions or knowledge base documents without a proper legal basis. Virtual personas must be fictional.
2. Upload restricted information that the Customer has no right to disclose — in particular, information constituting the banking, commercial or professional secrets of third parties.
3. Use the Platform to record real conversations with clients, job candidates or other people.
4. Use evaluation results as the sole or decisive basis for HR decisions — on hiring, pay, promotion, disciplinary action or dismissal. Such decisions are made by a person, taking other circumstances into account, and the Customer bears full responsibility for them.
5. Use the Platform to assess job candidates — this functionality is not part of the Platform and may not be replicated using the tools it provides.
6. Circumvent licence limits — in particular, by creating accounts beyond the number of paid Seats or by artificially reducing the Minutes recorded.
7. Examine the source code of, decompile or disassemble the Platform, or attempt to replicate its functionality.
8. Carry out automated data collection, load testing or security testing without the Provider's written consent.
9. Use the Platform unlawfully, in a discriminatory manner, or in breach of employment law.
10. Give third parties access to, resell, or provide the Platform as a service.

A breach of these rules is grounds for suspending access under section 15.

7. Conversation recordings and employee personal data

7.1 Roles

With respect to the data of the Customer's employees, the Customer is the controller, and the Provider acts as a processor on the Customer's behalf. Processing is governed by the Data Processing Agreement (DPA), which forms an integral annex to the Agreement.

7.2 Customer obligations

The Customer must:

• have a proper legal basis for processing its employees' data on the Platform;
• inform its employees in advance and clearly that their training conversations are recorded, transcribed and automatically evaluated, who has access to the results, and how long they are kept;
• handle employees' requests regarding their rights, involving the Provider only as a technical assistant;
• carry out a data protection impact assessment where required.

The Provider supplies the technical means; it does not decide which employees are given access or how the results are used.

7.3 Using session materials to improve the Platform

The Provider may use audio recordings of training conversations, their transcripts and evaluation results to improve the Platform — in particular, for quality spot checks of evaluation and for tuning and fine-tuning the models used in the Platform.

This option is switched off by default and applies only after the Customer switches it on in its Workspace. The Customer may switch it off at any time; switching it off takes effect going forward.

The terms of such use, including its limits and the employee's right to object, are described in section 7 of the Privacy Policy. In particular, the Provider does not use the Customer's knowledge base documents, does not create voice clones of specific people, and does not share recordings with third-party providers for training their models.

By switching this option on, the Customer confirms that it has a legal basis for doing so and has informed its employees of such use, and undertakes to forward employees' objections to the Provider for action.

The Customer understands, and will inform its employees, that materials already included in a training set and used to fine-tune a model cannot technically be removed from a model that has already been trained; switching the option off applies to further use.

7.4 Retention of recordings

The retention period for audio recordings is determined by the Customer's plan. The Customer may ask the Provider to shorten this period or to switch off conversation recording in its Workspace entirely.

8. Nature of AI-generated results

Scores and recommendations are generated automatically and may be inaccurate. The Platform uses language models whose output is probabilistic: a score, quote or conclusion may not reflect what was actually said in the conversation.

The Platform does not provide professional advice — legal, HR, financial or psychological.

The Provider does not guarantee any particular outcome: improved sales performance, improved employee skills, or the success of any specific negotiation.

The Customer must bring the content of this section to the attention of its Users.

9. Intellectual property

9.1 The Platform

The Platform, its software code, interface, design, documentation, trademarks and system scenarios belong to the Provider. These Terms do not transfer any intellectual property rights to the Customer other than the right of use set out in section 4.

9.2 Customer Content

Customer Content remains the property of the Customer. The Customer grants the Provider a non-exclusive right to use it solely to provide the services — storage, processing, transmission to service providers within a Session, reporting and backup. This right ends when the relevant data is deleted.

9.3 Shared persona library

The Customer may, at its own discretion, submit a virtual persona it has created to the shared library. If the Provider approves it, the persona becomes a system persona and will be available to all customers of the Platform.

By submitting a persona, the Customer confirms that it has the right to do so and grants the Provider a perpetual, irrevocable, royalty-free, worldwide licence to use, reproduce and modify it within the Platform. Submission is voluntary: without it, no Customer Content is disclosed to other customers.

9.4 Feedback

The Provider may freely use suggestions and feedback about the product submitted by the Customer, without incurring any obligation or compensation.

9.5 Anonymised data and Platform improvement

The Provider may use anonymised and aggregated usage statistics to develop the Platform. Such data contains no personal data, does not allow the Customer or any User to be identified, and does not include Customer Content. This right applies at all times and requires no separate permission.

In addition, if the Customer has switched on the relevant option (section 7.3), the Provider may use audio recordings of training conversations, their transcripts and evaluation results for evaluation quality checks and for fine-tuning the models used in the Platform. For this purpose, the Customer grants the Provider a non-exclusive, royalty-free, worldwide right to use such materials; this right survives termination of the Agreement with respect to materials obtained while the option was switched on.

The Customer's knowledge base documents and the hidden part of its scenarios are never used for this purpose.

The results of improving the Platform — trained models, algorithms, settings — belong to the Provider. This gives the Provider no rights to Customer Content beyond those set out in section 9.2.

10. Service providers

The Platform relies on external speech recognition, speech synthesis and language model services. The list of specific providers is provided to Customers as part of the Data Processing Agreement and may change with prior notice to the Customer.

Data is processed exclusively within the European Union. This rule also applies when the Platform automatically switches to a backup provider.

The Customer may connect its own provider credentials. In that case, the Customer is solely responsible for complying with the terms of its agreement with the provider, for paying for the provider's services, and for having sufficient usage limits. Minutes are deducted from the licence in the usual way.

11. Availability and support

The target availability level, support hours and the procedure for scheduled maintenance are set out in the Service Level Agreement (SLA), which forms an annex to the Agreement.

The Provider performs daily backups and maintains a documented recovery procedure.

The Provider develops the Platform and may change or improve its functionality. The Customer will be notified in advance of any significant restriction or discontinuation of a material feature.

Temporary unavailability of external service providers may affect the ability to hold Sessions. The Platform automatically switches to backup providers; if none is available, the Session does not start and no Minutes are deducted.

12. Terms for Users

If your employer has given you access, you use the Platform under the agreement between your employer and the Provider. In addition, you agree:

• not to share your credentials with anyone else;
• not to enter third parties' personal data, confidential or unlawful information into your profile, scenarios or conversations;
• that you understand your training conversations are recorded, transcribed and automatically evaluated, and that managers at your company have access to the results according to their permissions;
• that you understand an automated score may be inaccurate and is not an HR decision.

Questions about how your data is processed are handled by your employer, as the controller of that data.

13. Demo mode

Demo mode is provided for evaluation purposes free of charge, without an agreement and "as is".

• Access is limited to 30 minutes of conversation and 14 days from registration.
• Only pre-configured demo scenarios are available.
• Audio recordings of conversations are not stored.
• Transcripts and results of demo sessions may be used to improve the Platform — the demo is provided free of charge on exactly this condition.
• The demo workspace is isolated from Customers' production workspaces.
• Entering real personal data or confidential information is prohibited.
• Service levels, support and data retention guarantees do not apply.
• The Provider may change the demo terms or end access at any time without giving reasons.

When the demo period ends, the demo account and all associated data are deleted.

14. Confidentiality

Each party undertakes not to disclose the other party's confidential information obtained in connection with the Agreement and to use it solely to perform the Agreement. This obligation applies for the term of the Agreement and for 3 (three) years after its termination, and indefinitely with respect to trade secrets.

Disclosure required by law is not a breach, provided that the other party is notified in advance where the law permits.

15. Term, suspension and termination

15.1 Term

The Agreement remains in force for the paid period. Renewal is governed by the Agreement.

15.2 Suspension

The Provider may suspend access in the event of: late payment (with 7 days' notice), a breach of section 6, a threat to the security of the Platform or other customers' data, or a legal requirement. Where possible, the Provider gives advance notice and a reasonable period to remedy the breach.

15.3 Termination

The Customer may terminate the Agreement as provided in the Agreement. The Provider may terminate the Agreement in the event of a material breach that has not been remedied within 30 days of written notice.

15.4 Consequences of termination

Access to the Platform ends. The Customer may export its data before the termination date or during the recovery period.

The Customer Workspace is archived and then marked for deletion. A recovery period (30 days by default) applies, during which the data can still be restored. After it ends, the data is permanently destroyed; only a record of the deletion in the audit log is kept, together with documents the Provider is required by law to retain.

The provisions on intellectual property, confidentiality, limitation of liability and governing law survive termination.

16. Warranties and disclaimers

The Provider warrants that it will provide the services with reasonable professional care and in accordance with the SLA.

In all other respects, the Platform is provided "as is". The Provider does not guarantee uninterrupted or error-free operation, the accuracy of automated evaluation results, or the fitness of the Platform for the Customer's particular purposes.

17. Limitation of liability

Neither party is liable for indirect losses, loss of profit, loss of anticipated savings, reputational loss, or loss of data that does not result from a breach of security obligations.

The Provider's aggregate liability under the Agreement is limited to the total payments actually made by the Customer in the 12 months preceding the event giving rise to the claim.

These limitations do not apply to wilful misconduct or gross negligence, harm to life or health, infringement of intellectual property rights, or where such limitations are prohibited by law.

The Customer shall indemnify the Provider against losses arising from the Customer's breach of section 6, including claims by employees or third parties relating to the processing of their personal data or the use of evaluation results for HR decisions.

18. Force majeure

A party is not liable for failure to perform its obligations caused by force majeure, including armed aggression, martial law, hostilities, acts of terrorism, prolonged power or communications outages, natural disasters, epidemics, acts of public authorities, or large-scale failures of internet infrastructure or key providers.

The affected party shall notify the other party without undue delay. If the circumstances last more than 60 days, either party may terminate the Agreement with a refund of any unused prepayment.

Force majeure does not cancel payment obligations for services already provided.

19. Changes to these Terms

The Provider may change these Terms. The Customer will be notified of material changes by email at least 30 days before they take effect.

If the Customer does not agree to the changes, it may terminate the Agreement before they take effect and receive a refund of any unused prepayment. Continued use after that date constitutes acceptance.

20. Miscellaneous

Governing law: the substantive law of Ukraine.

Disputes: the parties shall seek to resolve disputes through negotiation; if no agreement is reached within 30 days, disputes shall be referred to the commercial court having jurisdiction at the Provider's registered office.

Entire agreement: the Agreement, the Order Form, the DPA, the SLA and these Terms constitute the entire agreement between the parties and supersede all prior arrangements on the same subject matter.

Order of precedence: in case of conflict — the Agreement, then the Order Form, then the DPA, then the SLA, then these Terms.

Assignment: the Customer may not assign its rights under the Agreement without the Provider's written consent. The Provider may assign its rights to a legal successor in a reorganisation, with notice to the Customer.

Severability: the invalidity of any provision does not affect the validity of the remaining provisions; an invalid provision shall be replaced by a valid one closest in meaning.

Language: these Terms are drawn up in Ukrainian. Translations are provided for convenience; in case of any discrepancy, the Ukrainian version prevails.

Notices: notices are sent by email to the addresses specified in the Agreement and are deemed received on the next business day.

21. Contact us

You can contact us via the peremovyny.pro website.

The processing of personal data is described in the Privacy Policy.

Email: sales@smiddle.com