Terms of Service

These Terms of Service (the “Terms”) govern access to and use of the Merdial platform, the Merdial desktop application, the browser extension and every related service (together, the “Service”). They form a binding agreement between Merdial (“Merdial”, “we”, “us”) and the organisation that subscribes (“Customer”, “you”).

1. Acceptance and order of precedence

You accept these Terms by creating an account, clicking to accept, or using the Service. The following documents are incorporated by reference and, where they conflict, apply in this order: (1) a signed order form or master agreement, if any; (2) the Data Processing Agreement; (3) these Terms; (4) the Acceptable Use Policy, the Service Level Agreement, the Refund & Cancellation Policy and the Privacy Policy.

2. The Service

Merdial is an AI revenue-operations platform for sales-development teams. Subject to these Terms and to payment of the applicable fees, Merdial grants you a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the subscription term, for your own internal business purposes and those of the end clients you operate on behalf of.

What the Service does, in the terms this agreement uses:

• Capture. Records and streams call audio from a capture client your agent installs and starts, alongside whatever they already dial with.
• Transcription and analysis. Converts audio to text and evaluates it against rubrics, qualification criteria and knowledge you configure.
• Generation. Produces live in-call coaching prompts, summaries, scores, objection handling and drafted lead-qualification records.
• Workflow. Review queues, delivery to client portals, scheduling, attendance, payroll and reporting surfaces.

3. Accounts, seats and Authorised Users

• Seats are named, not concurrent. Credentials may not be shared between individuals, and a seat may be reassigned when a person leaves the role.
• You are responsible for the acts and omissions of everyone you grant access to (“Authorised Users”) as if they were your own, including your end clients using a client portal.
• You must keep credentials confidential and tell us at team@merdial.com without undue delay if you believe an account has been compromised.
• Owners and administrators can see, export and delete the data of members within their organisation. That is the design, not a defect, and you must make it clear to your staff.

4. Fees, billing and taxes

Subscription fees, seat counts, monthly talk-time allowances and the billing period are set out on your order form or in the plan you select at checkout. Unless stated otherwise:

• Fees are billed in advance for each billing period and are non-refundable except as set out in the Refund & Cancellation Policy.
• Subscriptions renew automatically for successive periods of the same length until cancelled.
• Seats added mid-period are pro-rated to the day. Seats removed take effect at the next renewal.
• Usage beyond a plan’s talk-time allowance is billed in arrears at the rate on your order form, or the allowance pauses, as your plan specifies.
• Fees exclude sales tax, VAT and GST, which are added where applicable.
• We may change prices at renewal on at least 30 days’ notice. Continued use after a price change takes effect is acceptance of the new price.

5. Ownership: your data, your inputs, your outputs

This is the clause that matters most in an AI product, so it is stated plainly rather than buried in a definition.

• Customer Data means everything you or your Authorised Users put into the Service or generate through it: call audio, transcripts, contact and lead records, scripts, rubrics, knowledge-base content, prompts and configuration. As between you and Merdial, you own all Customer Data.
• Output means the material the Service generates from your Customer Data — scores, summaries, coaching prompts, drafted qualifications, an agent’s spoken replies. To the extent Merdial holds any right in Output, we assign it to you. You own the Output of your own account.
• Merdial owns the Service — the software, models, rubric engine, user interface, documentation and all improvements to them. Nothing here transfers any of it to you.
• Feedback you volunteer about the Service may be used by us without restriction or obligation. Feedback is not Customer Data.

Licence to improve the models. You grant Merdial a non-exclusive, worldwide, royalty-free licence to use Customer Data in de-identified form to operate, evaluate, improve, train and fine-tune Merdial’s own models and the scoring, coaching and qualification systems built on them. Before any content enters that process, direct identifiers are removed — names, email addresses, phone numbers and payment-card numbers. This licence exists so the product gets better at the job you bought it for; it grants no other right in your data.

The scope of “de-identified”, and its limits, are set out in Privacy §5. We also generate aggregated operational statistics — request volumes, latency, error rates, feature adoption — which contain no call content and which we own.

6. AI output: accuracy, and the human in the loop

You agree that:

• You will review and verify Output before relying on it, and you are responsible for the decisions you make from it.
• You will not use Output as the sole basis for a decision that produces legal or similarly significant effects for an individual — in particular discipline, performance management, pay or termination of an employee, or any decision affecting someone’s access to credit, insurance, housing, healthcare or a legal right. QA scores and coaching plans are inputs to a human judgement, and the review queue, the dispute flow and the calibration report exist so a person can overturn the machine.
• Similar or identical Output may be generated for other customers, and Output is not warranted to be unique or original.

Where the system is known to be weak, stated so you can plan for it rather than discover it in front of a client: transcription mishears numbers, names and email addresses on poor lines and unfamiliar accents; a rubric applied by a model can misread tone, sarcasm or a deliberate silence; a polite caller reads as a warmer lead than they are; and a live coaching prompt is drawn from a partial transcript of a conversation still in progress. Speech models also perform unevenly across accents and dialects, which can carry into transcripts and therefore into scores — watch the calibration report if your floor is accent-diverse.

7. Your obligations: consent, notice and lawful calling

Merdial records, transcribes and analyses your team’s telephone conversations. You are the party with the relationship to the person on the other end of the line, and to the agent making the call, so the legal duties below are yours.

7.1 Recording consent

You will obtain and maintain every consent, and give every notice, required to record, transcribe and analyse a call under the law of every jurisdiction that call touches. US wiretap law splits in two, and the difference decides your script:

• One-party consent — federal law and most states. One party to the call may consent, and if you are on the call, that can be you.
• All-party (“two-party”) consent — every person on the call must agree. The states commonly counted here are California, Connecticut, Delaware, Florida, Illinois, Maryland, Massachusetts, Michigan, Montana, Nevada, New Hampshire, Oregon, Pennsylvania and Washington. California’s CIPA in particular is heavily litigated.

Consent must be obtained before recording starts; must be clear (“this call is being recorded”, not a rushed disclaimer); must say what it is for where you are doing more than recording; must be documented — keep the script and the record that it was said; and must be honoured. If someone objects, stop recording or end the call, and note the objection against the contact. A recording that continues after an objection is what turns a technical breach into a wilful one.

Inbound is not automatically consented. A caller who dials your published number has chosen to speak to you. They have not chosen to be recorded. Disclose it before you ask them anything.

7.2 Calling law, staff notice and data hygiene

• Do-not-call. Scrub against the National DNC Registry and your own internal list. Honour a do-not-call request immediately, permanently, and across every channel — consent can be revoked by any reasonable means.
• Calling hours. No telemarketing before 8am or after 9pm in the called party’s local time, and stricter in some states. Time-zone the list, not the dialer.
• Caller ID. Transmit accurate, callable caller ID. Spoofing with intent to defraud or harm is a criminal offence under the Truth in Caller ID Act. Say who is calling and on whose behalf, promptly.
• Outside the US. The UK, EU, Canada (CASL/CRTC), Australia and others each have their own consent, DNC and recording regimes. Check before you dial into one.
• Employee notice. Recording and scoring your own staff is employee monitoring. Tell them in writing — before it starts — that calls are recorded, transcribed, scored and used for coaching; explain what is measured; and give them the route to challenge a score. In the EEA and the UK expect to need a lawful basis, a data protection impact assessment, and possibly works-council consultation. Consent is rarely a valid basis in an employment relationship, because it is not freely given.
• Retention. Keep recordings only as long as the purpose requires, and configure retention accordingly. “Forever” is not a retention policy and it is hard to defend.
• Your customers’ data. You will not upload personal data you have no lawful basis to process, and you will not put special-category data, payment-card numbers or government identifiers into fields not designed for them.

Merdial supplies the software. You decide who to call, what to say, what consent you hold and what your script discloses. Merdial will suspend an account being used to make unlawful or deceptive calls.

8. Acceptable use

Use of the Service is subject to the Acceptable Use Policy. In summary, you may not use the Service to break the law, to impersonate a real person, to deceive a caller about who they are dealing with, to attack or reverse-engineer the Service or its models, to resell raw model access, or to process the kinds of data the platform is not built to hold.

9. Suspension

We may suspend an account or a specific feature, with as much notice as the circumstances allow, where: fees are more than 15 days overdue; use presents a security, legal or integrity risk to the Service or another customer; or use breaches the Acceptable Use Policy. Suspension for cause does not relieve you of fees for the suspended period, and we will restore access as soon as the cause is resolved.

10. Confidentiality

Each party will protect the other’s non-public information with at least reasonable care, use it only to perform under this agreement, and disclose it only to personnel and advisers bound to equivalent duties. The obligation does not cover information that is public through no fault of the recipient, independently developed, or lawfully received from a third party — and does not prevent a disclosure required by law, provided the other party is given notice where that is lawful.

11. Warranties and disclaimer

Merdial warrants that it will provide the Service with reasonable skill and care, in accordance with the Service Level Agreement, and will not materially reduce the Service’s core functionality during a paid term.

Otherwise, and to the maximum extent permitted by law, the Service is provided “as is” and “as available”. Merdial disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and any warranty that the Service will be uninterrupted, error-free, or that Output will be accurate, complete or suitable for any purpose.

12. Indemnities

By Merdial. We will defend you against a third-party claim that the Service, used as permitted, infringes that party’s intellectual property rights, and pay damages finally awarded or agreed in settlement. If the Service becomes the subject of such a claim we may procure the right to keep using it, modify it, or terminate the affected subscription and refund fees prepaid for the unused term.

By you. You will defend us against, and hold us harmless from, third-party claims arising from: Customer Data and the contact lists you upload; your failure to obtain a recording consent or to disclose an AI voice; breach of the TCPA, telemarketing, DNC, wiretap or equivalent laws; your use of Output; and your breach of the Acceptable Use Policy.

13. Limitation of liability

Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue, lost business or lost data, even if advised of the possibility.

Each party’s total aggregate liability arising out of or related to this agreement is capped at the fees paid or payable by you to Merdial in the twelve months before the event giving rise to the claim.

Because the risk profiles differ, a separate cap applies to claims arising specifically from reliance on AI Output: the fees paid in the three months before the claim. These caps do not apply to your payment obligations, to either party’s indemnity obligations, to breach of confidentiality, or to liability that cannot lawfully be excluded — including death or personal injury caused by negligence, and fraud.

14. Term, termination and what happens to your data

• This agreement runs for the subscription term and renews with it. Either party may terminate for material breach not cured within 30 days of written notice, or immediately on the other’s insolvency.
• You may cancel a subscription at any time under the Refund & Cancellation Policy. Cancellation takes effect at the end of the paid period; access continues until then.
• If we terminate, or a subscription simply lapses: for 30 days you may export Customer Data through the Service. After that we delete or irreversibly anonymise it within 90 days, except where retention is required by law. Backups age out on their own cycle, described in the Security Overview.
• If you delete the organization yourself: immediately, and permanently. Settings → General offers a type-to-confirm deletion. It removes every workspace, call recording, transcript, lead, appointment and teammate login at once. There is no grace period and no recovery — not by you, and not by us. Export anything you need before you confirm. Encrypted backups still age out on their own 35-day cycle and are not a restore path we will offer.
• Clauses that by their nature should survive — ownership, confidentiality, indemnities, liability, governing law — survive termination.

15. Changes to the Service and to these Terms

We ship continuously and the Service will change. We will not materially degrade core functionality you are paying for during a paid term. We may update these Terms; for material changes we will give at least 30 days’ notice by email to account administrators and by updating the “Last updated” date on this page. If a material change is unacceptable to you, you may terminate before it takes effect and receive a pro-rated refund of prepaid fees for the unused term.

16. General

17. Who we are, and how to reach us

Legal notices: team@merdial.com. Support: team@merdial.com. Web: merdial.com. These Terms are effective 6 September 2026.