TellMe Terms & Conditions
1.1 These terms and conditions ("Terms") apply to the access to, and the use of the Services (as defined hereinafter) provided by TellMe GmbH, Obergrundstrasse 73, 6003 Luzern ("Company"). To access or use the Services, you ("Customer") have to agree to these Terms. The Customer agrees to these Terms by signing the relevant order form ("Order Form"). If the Customer does not agree to these Terms, the Customer may not use or access the Services.
1.2 These Terms, together with the Order Form, and all other referenced documents, form a legally binding agreement ("Agreement") between the Company and the Customer (each a "Party", together the "Parties").
1.3 Unless explicitly stated otherwise, any reference to goods and services on the Company's website otherwise is for informational purposes only and does not constitute an offer to buy or sell any goods or services.
2.1.1 The Company shall provide the Customer with the Implementation Services and the Subscription Services defined in the relevant Order Form and with any related services agreed in text form between the Parties from time to time (together, the "Services"), in accordance with this Agreement and with due care and accuracy. The provision of Services shall be carried out in two consecutive phases: (i) the phase of implementation ("Implementation Phase"), during which the Company provides the Implementation Services as set out in the relevant Order Form; and (ii) the phase of service ("Subscription Phase"), during which the Company provides the Subscription Services as set out in the relevant Order Form, which shall commence upon the express confirmation of both Parties confirming the completion of the Implementation Phase.
2.2.1 To the extent applicable under the Order Form, the Implementation Services include, but are not limited to, provision of IT consulting services and collaboration with the IT team of the Customer regarding the integration of the Tool (as defined hereinafter).
2.2.2 The Company shall perform the Implementation Services with reasonable skill, care, and diligence. As the success of the Implementation Services is partly dependent on the Customer's cooperation and engagement, any outcomes described in an Order Form or any other correspondence represent the Parties' shared objectives and do not constitute a guarantee of a specific result.
2.3.1 To the extent applicable under the Order Form, the Subscription Services include, but are not limited to, the access to an API endpoint enabling the provision of tailored dashboards and other information based on the call recordings, call data, and related call metadata, as further described in Annex 1. The Subscription Services are made available by the Company on app.tell-me.ch ("Tool").
2.3.2 The Company constantly develops and improves its Subscription Services and may modify or either temporarily stop providing the Subscription Services or any part of it at its sole discretion. In case of material changes to the Subscription Services, i.e., changes significantly altering the nature and scope of the Subscription Services provided to the Customer according to the Agreement, the Company shall, where reasonably possible, notify the Customers that are directly affected by such changes. If the Customer disagrees with the material change to the Services, the Customer may terminate the Agreement within 1 month from the Company's notice where applicable, otherwise from the material change to the Services came into effect. Such termination is effective from the date the changes take effect or the delivery date of the termination notice if occurred after the changes took effect.
2.3.3 As a part of the development and improvement process, the Company may offer some of the Subscription Services also in previews, alpha, beta or test versions of the Subscription Services ("Test Versions"). The Customer hereby acknowledges and agrees that (i) the use of Test Versions bears additional risks, that (ii) the Company is not obliged to inform the Customer about any updates or modifications to the Test Versions, that (iii) the Company may end the provision of any Test Versions at any time, without a reason, and at the Company's sole discretion, and that (iv) Test Versions may include features never released. Unless otherwise explicitly agreed, the Company offers no warranty, indemnity, SLA or support for Test Versions and its liability for Test Versions is fully excluded to the maximum extent permitted by applicable law.
2.3.4 The Customer hereby acknowledges and agrees that using AI and machine learning tools such as some of the tools included in the Services can produce results influenced by data used for training the algorithm. The Customer acknowledges that such outputs are generated by large language models and may contain inaccuracies, biases, or similarities to existing works. Although the Company uses its best efforts to prevent the Services from producing biased output through technical and statistical support, the Company does not warrant that the output will be entirely free of inaccuracies, biases, or similarities to existing works.
3.1 The Customer may need to register an account to access and use all or part of the Services. The Customer may need to register one or more user account(s) (each a "User") to enable its employees and/or authorised representatives to access and use all or part of the Services. Reference to the Customer includes all Users. When relevant, the Customer shall designate one or multiple User(s) as administrator(s) ("Admin Account"), who have the ability to configure the Services settings and assign or modify permissions and access rights of other Users according to the Customer's business requirements.
3.2 The Customer shall provide accurate, current, and complete information during registration and keep their account information up-to-date. To the extent applicable, Admin Accounts controlled by the Customer are responsible for their related User accounts. Accounts registered by bots or automated methods are not authorized and will be terminated. The Customer is responsible for maintaining the confidentiality and security of their account credentials and shall not disclose their credentials to any third party.
3.3 The Customer is responsible and liable for activities conducted through their account, any of their User's account, and/or the account controlled by the Admin Account, and shall immediately notify the Company if there is any suspicion that their credentials have been lost, stolen, or their account is otherwise compromised.
3.4 The Services are provided exclusively to legal persons having the full right, power, and authority to enter into and comply with the Agreement on behalf of any company or legal entity for which they may access or use the Services ("Legal Capacity"). When using the Services, the Customer represents and warrants that the Customer has full Legal Capacity to interact with the Services, and will not access or use the Services to conduct, promote, or otherwise facilitate any illegal activity.
4.1 The Company:
a. shall provide the Customer with the Services with reasonable care and skills to the extent set forth in this Agreement;
b. shall use reasonable care and skills in keeping the Services free from viruses and other malicious software programs;
c. shall regularly carry out maintenance or improvements to the Services and its infrastructure, but does not warrant or guarantee that the Services will function without any interruption or disruption. The Customer acknowledges that this may result in temporary delays and interruption from time to time. Where reasonably possible, the Company shall inform the Customer about potential interruptions in advance;
d. shall provide the Customer with reasonable support during the Company’s business hours; and
e. warrants the availability of the Services at the Service Level specified in the Order Form. Downtime (e.g. for maintenance) announced by the Company reasonably in advance will not be counted towards the minimum availability.
4.2 The Customer may provide feedback or other inputs through forms, questionnaires, and polls in order to improve their Services (the "Feedback"). The Company may ask the Customer to provide such Feedback. The Company may use, or not use, any such Feedback, without any obligation, whether financial or otherwise, to the Customer. The Customer assigns all rights (including but not limited to intellectual property rights), title, and interest in the Feedback to the Company and acknowledges it has no claim in relation to the Feedback.
5.1 The Customer shall:
a. use the Services in compliance with the Agreement and all legal and moral obligations applicable in the territory where they are located;
b. cooperate in the performance of this Agreement to the necessary extent;
c. provide the Company with all necessary information, documents, materials, access, software, data, as well as competent staff, and anything else reasonably required for the provision of Services, and in particular dedicate adequate resources, personnel, and management attention during the provision of Implementation Services, and actively collaborate with the Company in pursuing any shared objectives;
d. inform the Company immediately if errors or faults occur and support the Company in the analysis and, if necessary, in the elimination of errors and faults to the extent required;
e. designate a responsible contact person and provide the Company with all contact details, and ensure the availability of the contact person; and
f. immediately inform the Company of all circumstances within its sphere that might endanger or may be relevant to the providing the Services and all misuses or suspicions of misuse of the Services.
5.2 The Customer is solely responsible for, and the Company may rely on, the accuracy of any information provided by the Customer.
5.3 Unless otherwise explicitly agreed in text form between the Parties, the Customer shall carry its duties listed in this Section 5 free of charge.
5.4 The Customer is solely responsible for its use of the Services and shall not use the Services in any way that would contravene any applicable public regulations, laws, or statutory requirements in the jurisdiction where the Customer is located or operates. In particular, but without limitation, the Customer shall not use the Services in any way which would have for consequence that the Tool is to be considered as 'prohibited' or a 'high-risk' system under the EU AI Act. If the Customer suspects or becomes aware that its use of the Services may breach any applicable regulation or law, the Customer shall immediately notify the Company in text form of such suspected breach and shall immediately cease or modify its use of the Services as reasonably directed by the Company pending resolution of the matter.
5.5 The Customer shall not:
a. circumvent or attempt to circumvent any security protection of the Services;
b. access the Services via any automated system or take any action that may impose an unreasonable load on the Company's infrastructure, unless otherwise agreed by the Company;
c. bypass the measures that the Company may use to prevent or restrict access to or use of the Services;
d. decompile or reverse engineer the Services or any part of it, or derive the source code;
e. copy, modify, distribute, reproduce, translate, disassemble or use in any other way any information, text, graphics, images, software obtained from the Services, or any other part of the Services;
f. create derivative works based on the whole or any part of the Services or any content available on the Services; and
g. sell, sublicense, allow access or make the Services or any part of it otherwise available to third-parties.
6.1 The Customer shall pay the fees indicated on the Order Form. The fees are distinguished between those payable for the provision of Implementation Services ("Implementation Fee") and those payable for the provision of Subscription Services ("Subscription Fee", together with the Implementation Fee, the "Fees").
6.2 The Implementation Fee is payable based on time and material basis and is billed on a monthly basis. Invoices are due within 30 days after the date of the invoice. The Company warrants to properly declare and pay all taxes, social security contributions, and other charges that may be due on the Implementation Fee.
6.3 The Subscription Fees are payable in advance on a monthly basis.
6.4 Late payments result in an interest rate of 5% p.a. If not explicitly stated otherwise, all Fees are in CHF and exclude VAT and other applicable taxes. The Customer shall use the payment methods made available by the Company.
6.5 In case the Customer does not pay the applicable Fees as agreed between the parties, the Company reserves the right to limit or suspend access to or provision of the Services. In case of a suspension, the Customer remains liable for all charges and fees incurred during the suspension period.
6.6 The Company may change the Fees from time to time, in accordance with Swiss Inflation Index. Any price changes will apply no earlier than 30 days following notice to the Customer.
7.1 Except as expressly set forth in this Agreement, each Party retains all rights, titles, and interests to its own intellectual property, including all copyrights, inventions, trademarks, designs, domain names, know-how, trade secrets, data and other intangible property rights ("Intellectual Property Rights"). All Intellectual Property Rights in the Services or any part of it remain vested in the Company, including any Intellectual Property Rights created or developed in the course of the Implementation Phase
7.2 The Company hereby grants the Customer a limited, non-exclusive, revocable, non-transferable, non-sublicensable right to access and use the Services in accordance with and for the term of the Agreement.
7.3 The Customer shall assign and hereby assigns all Intellectual Property Rights created by the Customer's employees, contractors, agents, or other representatives in the course of the Implementation Phase in direct relationship with the Services, whether alone or in joint-development with the Company, if any. The Customer hereby represents and warrants that the Customer and its employees, contractors, agents or other representatives upon request of the Company executes all necessary steps to register, or otherwise secure such Intellectual Property Rights. To the extent certain jurisdictions do not provide for the assignability of Intellectual Property Rights in Customer's works, Customer hereby grants to the Company a worldwide, irrevocable, non-exclusive, transferable and sublicensable, royalty-free, unlimited and unrestricted license to use, modify, develop and exploit such Intellectual Property Rights.
7.4 The Customer hereby grants the Company the unlimited, irrevocable, and perpetual right to access, use, and process the data and information entered into, or generated by the use of the Services ("Customer Data") (i) for research and development, analysis, and improvement of the Services, and (ii) in anonymized and aggregated form for any purposes, including for external purposes.
7.5 The Services may contain open-source components. Such components are subject to the respective license.
8.1 The Parties may disclose to each other confidential information ("Confidential Information"). Confidential Information includes, without limitation, any information which is marked as confidential such as organization information, customer databases, functionalities and features of the Services, or information which has otherwise been indicated as being confidential or could reasonably be deemed confidential and attributable to the Customer or the Company.
8.2 Publicly available or accessible information, information lawfully and unrestrictedly received or independently developed by the receiving Party, is not considered confidential.
8.3 Each Party undertakes to protect all Confidential Information that becomes accessible or known based on the Agreement. This confidentiality obligation remains in force even after the termination of the Agreement.
8.4 The Parties may disclose Confidential Information to their employees, agents, contractors and other representatives having a legitimate need to know, provided that the Parties remain responsible for their compliance with this Agreement and that all employees, agents, contractors and other representatives accessing Confidential Information are bound to confidentiality obligations no less protective than this Section.
8.5 The Parties may further define their duties regarding confidentiality in a non-disclosure agreement, in which case the provisions of the non-disclosure agreement prevail.
9.1 The Company collects and processes personal data as described in its Privacy Policy available at www.tell-me.ch/privacy.
9.2 The Customer authorizes the Company to use, process, and store relevant personal data for the performance of the Agreement and to use anonymized data to improve its services or for analysis purposes.
9.3 The Parties may further define their duties regarding data protection in a data processing agreement, in which case the provisions of the data processing agreement prevail.
10.1 The Parties are fully liable to each other for damages resulting from their gross negligence or wilful misconduct.
10.2 For direct damages, the liability of the Parties arising out of or in connection with this Agreement regardless of cause or theory of recovery, is limited to the remuneration paid to the Company by the Customer for the 12 months preceding the claim for damages.
10.3 In all other cases, including for any indirect, incidental, or consequential damages, the Parties' liability under the Agreement is excluded to the maximum extent permitted under applicable law.
10.4 Neither Party shall be liable for any failure to perform its obligations under this Agreement (other than payment obligations) caused by circumstances beyond the Parties’ reasonable control (force majeure). The affected Party shall notify the other Party as soon as reasonably practicable of the occurrence of a force majeure event and shall use reasonable efforts to mitigate the effects of such event. The time for performance of such obligations shall be extended for the period during which performance is prevented due to the force majeure event.
The Customer shall, at its own costs, indemnify the Company against any loss, damage, liability, claim, demand, or settlement, including reasonable attorneys’ fees and expenses, made by or with any third party due to or arising out of: (i) breach of this Agreement or any legal regulation by the Customer, its employees or other persons acting on behalf of the Customer; (ii) any breach of Customer's representations and warranties set forth in the Agreement; (iii) Customer's violation of the rights of a third party ; (iv) the access and the use of the Customer Data.
12.1 The Customer acknowledges that the Services are provided "as is" and "as available", and the Company makes no warranties or representations of any kind, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title and noninfringement, related to the Services or the information and materials contained thereon. The Company does not warrant that the Services are error-free and will function without any interruption or disruption.
12.2 The Customer represents and warrants that it has, and will maintain throughout the term of this Agreement, a valid legal basis and has fulfilled all applicable notification and information obligations under applicable data protection law with respect to any personal data processed in connection with the Services. This includes, without limitation, ensuring that data subjects have been duly informed and that a valid legal basis for processing has been established prior to transferring or making available any personal data to the Company.The Customer acknowledges that the Services involve the processing of personal data using artificial intelligence and shall ensure compliance with all applicable regulations.
12.3 The Services may contain statements that constitute ‘forward-looking statements’. Because such forward-looking statements involve risks and uncertainties, actual results may differ materially from any expectations, projections or predictions made or implicated in such forward-looking statements. The Company is under no obligation to update or alter its forward-looking statements, whether as a result of new information, future events, or otherwise and makes no warranty regarding the completeness and accuracy of such statements.
To the extent agreed in the respective Order Form, the Customer entitles the Company to use the Customer's name, logo, and a brief description of the services provided for advertising purposes on the Company’s website and other marketing or investment materials. Any other use by the Company requires the prior consent of the Customer.
14.1.1 The Agreement remains in full force and effect until its termination by either Party.
14.1.2 Either Party may terminate the Agreement at any time with immediate effect if the other Party is in material breach of the Agreement. This includes in particular Customer’s failure to pay on time or the start of insolvency procedures against the other Party.
14.1.3 In all other cases, either Party may terminate at any time by notifying the other Party in text form, provided however that any termination by the Customer is subject to payment of the full amount of hours, costs and expenses incurred or committed to by the Company in good faith up to the effective date of termination.
14.2.1 The Agreement remains in full force and effect until its termination by either Party.
14.2.2 The Agreement will automatically renew for subsequent periods of the length of the Subscription Period set forth in the Order Form unless the Agreement is terminated.
14.2.3 If either Party materially breaches this Agreement, the non-breaching Party shall notify the breaching Party in text form. If the breach is not remedied within ten (10) calendar days of such notice, the non-breaching Party may terminate this Agreement with immediate effect, without prejudice to any other rights or remedies. This includes in particular Customer’s failure to pay on time or the start of insolvency procedures against the other Party.
14.2.4 In all other cases, either Party may terminate by notifying the other Party in text form with a notice period of 30 days towards the end of the Subscription Period or any automatic renewal period
14.3.1 To the extent possible under the Services, Customer may export Customer Data from the Services during the term of this Agreement.
14.3.2 After termination or expiration of this Agreement, within 60 days of request, each Party shall delete any Confidential Information of the other Party in its possession or control. Nonetheless, each Party may retain Confidential Information (i) in accordance with its standard backup or record retention policies, (ii) as required by applicable law or regulation, or (iii) in aggregated and fully anonymized form, provided that such retained information can no longer be attributed to or reasonably associated with the disclosing Party or any identifiable individual.
15.1 Amendments: Amendments and supplements to this Agreement must be made in writing.
15.2 Notices: Unless written form is explicitly required, notices can be made in text form.
15.3 Severability: If any provision of this Agreement (in whole or part) is held to be illegal, invalid or otherwise unenforceable, the other provisions will remain mutatis mutandis in full force and effect.
15.4 Independent contractors: Parties acknowledge and agree that they are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. Neither Party has authority to bind the other Party in any respect whatsoever, and neither Party shall represent itself as having such authority.
15.5 No assignment: Neither Party may not assign any of its rights, obligations or claims under this Agreement without prior consent of the other Party, except that either Party may, without such consent, assign or transfer this Agreement, in whole or in part, to: (i) any of its affiliates; or (ii) any entity that succeeds to all or substantially all of its business or assets to which this Agreement relates (whether by merger, sale of assets, reorganization or otherwise).
15.6 Data Act Addendum: For Customers with a seat in the EU, the Data act Addendum available in the annex applies. The parties undertake to comply fully with the requirements contained therein and acknowledge that the Data Act Addendum is an integral part of this Agreement.
15.7 Order of precedence: In the event of a conflict between the elements of the terms and conditions making up the Agreement, the order of precedence is: (i) any Amendment, (ii) Order Form; (iii) Data Processing Agreement; (iv) these Terms, (v) any Annex other than the Data Processing Agreement.
This Agreement is governed by substantive Swiss law (excl. CISG) and subject to the exclusive jurisdiction of the ordinary courts of Lucerne, Switzerland.
Annex 1: Description of Subscription Services
This Annex forms an integral part of the Agreement between TellMe GmbH ("Company") and the Customer.
1. Overview
The Subscription Services consist of access to TellMe, an AI-powered customer call analysis platform ("Tool"), accessible via the Company's API, a web-based dashboard, and other associated interfaces the Company may make available. The Tool enables the Customer to ingest, transcribe, analyse, and derive structured insights from caller interaction data, with the objective of improving customer experience, operational efficiency, and service quality.
2. Data Ingestion
2.1 Call Recording Ingestion
The Tool supports the ingestion of caller interaction recordings through the following methods:
● Direct upload: Audio files may be submitted directly to the Tool via the Company's API endpoint.
● Webhook integration: The Tool can receive real-time notifications from supported telephony and contact centre systems, triggering automated ingestion of call recordings and associated call metadata.
2.2 Supported Data Sources
The Tool supports ingestion via direct API submission (audio file upload with associated metadata) as well as webhook-based integration with supported telephony and contact centre systems.
2.3 Call Metadata
In addition to audio recordings, the Tool may process associated call metadata, including but not limited to: agent identifiers, caller identifiers, call date and time, call duration, and any other structured data fields submitted by the Customer via the API.
3. AI-Powered Processing Pipeline
Upon ingestion, each recording is processed through the following sequential stages:
3.1 Transcription
The Tool converts audio recordings to text using automated speech recognition technology. The transcription is stored and made available for downstream processing and Customer review.
3.2 Topic Association
The Tool analyses the transcript against the Customer's configured set of topic definitions and automatically associates each conversation with one or more relevant topics. Where the analysis identifies recurring themes not covered by existing topic definitions, the Tool may generate suggested topics for review and approval by authorised Customer personnel.
3.3 Satisfaction Analysis
The Tool assesses caller satisfaction from the written transcript on a numerical scale and identifies potential risk of the caller's disengagement based on the conversation's content. Where applicable, the Tool also tracks revenue at stake and monitors satisfaction throughout the call.
3.4 Conversation Summarisation
The Tool generates an AI-powered summary and a concise title for each processed conversation. Summaries capture key points, caller concerns, and outcomes to enable rapid review without requiring the Customer to consult the full transcript.
3.5 Aggregated Insights
At configurable time intervals, the Tool generates higher-level summaries and insights aggregated across multiple conversations, including at the level of topics, caller accounts, and agents. Aggregated outputs may include, among other things:
● Reasons for caller contact
● Caller journey stage assessments
● Issue resolution rates
● Assessment of caller's churn risk
● Identified causes of caller dissatisfaction or engagement
● Suggested operational actions
4. Tool Capabilities
4.1 Dashboard and Reporting
The Tool is accessible via a web-based dashboard through which authorised users may view and interact with processed data. Available data includes conversation-level records, trend analyses, topic summaries, and caller- and agent-level insights. The underlying data is also accessible via the Company's API, enabling the Customer or its authorised technology partners to build additional reporting interfaces where applicable.
4.2 Search and Filtering
Authorised users may search and filter processed conversations by topic, date, sentiment score, resolution status, and other available metadata fields via the dashboard.
4.3 Trend Analysis
The dashboard provides trend data at daily, weekly, and monthly granularity, enabling the Customer to monitor changes in call volumes, average sentiment, and topic distribution over time.
4.4 Jira Integration
Subject to configuration by the Customer, the Tool supports the automated creation of Jira tickets for customer accounts identified as at risk, based on the outcomes of the Tool's sentiment and churn analysis.
5. User Management and Access Control
The Tool supports multi-user access with the following role types:
● Admin Account: Full access to organisation settings, user management, and API key administration.
● User Account: Access to conversation data, trend analysis, topic management, and approval of AI-suggested topics.
User accounts are provisioned by the Company or the Customer's Admin Account and authenticated via the Tool's login interface. User limits and role assignments are subject to the organisation configuration agreed between the Parties.
6. API Access and Integration
The Company provides the Customer with access to a REST API enabling programmatic interaction with the Tool, including data retrieval, submission of recordings and metadata, and management of organisation resources. Access is authenticated via API keys issued to the Customer's organisation, subject to applicable expiration and security policies.
7. AI Infrastructure
The Tool's AI processing capabilities are powered by large language model providers, which may include OpenAI, Groq, and Google (Vertex AI / Gemini), as well as automated speech recognition services, as amended from time to tome by the Company.