1. Parties and Provider Details

This agreement is concluded electronically between the Provider identified below and the natural or legal person who registers for the Xaly.ai service (the "Subscriber").

Company: Voratrix Yazılım ve Yapay Zeka Teknolojileri Anonim Şirketi (the "Provider")

Address: Yakuplu Mah. Hürriyet Blv. Skyport Residence No: 1 İç Kapı No: 62, Beylikdüzü / İstanbul, Türkiye

MERSIS No: 0925134248300001 · Trade Registry No: 1156955

Tax office / number: Beylikdüzü / 9251342483

Email: info@voratrix.com · Phone: +90 850 303 14 52

The person registering represents that they are authorised to enter into this agreement on behalf of the Subscriber.

2. Definitions

Service: the cloud software service provided at app.xaly.ai that handles customer communication on phone and messaging channels using artificial intelligence.
Dashboard: the administration interface through which the Subscriber manages the Service.
Plan: the subscription plan selected by the Subscriber, with a defined monthly or annual fee and included usage.
Credits: prepaid units of usage. Credits are a right to use the Service, not money.
Minute: the call duration used for billing; every minute started is counted in full.
End User: the Subscriber's customer or any third party who interacts with the Service on the Subscriber's behalf.

3. Formation of the Agreement and Account Security

The agreement is formed when the Subscriber approves the registration form or begins using the Service, and remains in force indefinitely; subscription periods run under this framework agreement.

The Subscriber warrants that the information provided at registration is accurate, current and complete, and undertakes to keep it updated in the Dashboard. Accounts opened with false or misleading information may be closed without notice.

The Subscriber is responsible for the confidentiality of account and access credentials. Every action taken through the account is deemed taken by the Subscriber. Any suspected unauthorised access must be reported to the Provider immediately.

The Provider reserves the right to require two-factor authentication for administrator accounts and to terminate suspicious sessions.

4. Scope of the Service and Changes

The scope of the Service is determined by the selected Plan. The Provider reserves the right to improve the Service, add new features, and modify or withdraw existing ones.

Where withdrawing a feature would materially affect the Subscriber's use, the Provider will give at least fifteen days' prior notice in the Dashboard or by email where reasonably practicable.

Trials, features marked as preview or beta, and free usage allowances carry no commitment and may be discontinued without notice.

5. Fees, Invoicing and Payment

Fees are charged in advance at the published rate for the selected Plan. Published prices exclude VAT; statutory taxes are added to the invoice.

Payment may be made by credit or debit card (through the PayTR infrastructure), domestic bank transfer, or international transfer (SWIFT). Card details are never seen or stored by the Provider; payment is taken on the payment institution's own secure page.

For bank and SWIFT transfers, the Service is provisioned once the amount is credited to the Provider's account and the receipt is verified. Transfer charges are borne by the sender.

Invoices are issued electronically to the Subscriber's registered email address after payment. The Subscriber must supply accurate tax details so that a valid electronic invoice can be issued.

If payment is not made when due, the Provider is entitled to default interest under Turkish Law No. 3095 and to recover collection costs.

6. Automatic Renewal and Price Changes

The subscription renews automatically at the end of each period for the same Plan and duration. The Subscriber may stop renewal in the Dashboard or by written notice before the renewal date.

The Provider reserves the right to change its rates with effect from the end of the current period. Price changes are notified by email at least thirty days before they take effect. The Subscriber is free to stop renewal; if renewal occurs, the new rate is deemed accepted.

Amounts already paid for the current period are not affected by a later price change.

7. Credits and Prepaid Balance

Credits are units of usage within the Service. They are not electronic money, a deposit or a security. They cannot be exchanged for cash, transferred to third parties or moved between accounts.

Unless otherwise published, purchased credits are valid for twenty-four months from the date of purchase. Credits not used within that period expire without refund.

Credits are deducted at the moment of use. Where a deduction is found to be caused by a system error, the amount is returned to the Subscriber's balance.

8. Expiry, Reminders and Restriction

The Provider notifies the Subscriber before the subscription expires and when usage thresholds are reached. These notices are a courtesy; tracking the term remains the Subscriber's responsibility, and failure to receive a notice does not remove the obligation to pay.

Reminder emails are sent before the term ends.
Warnings are sent when usage reaches 80%, 95% and 100% of the quota.
A short additional payment period is granted at expiry, during which the Service keeps running.
If payment is not made within that period, outbound calls and bulk campaigns are stopped and inbound call and message answering is disabled.
During restriction the Dashboard remains available in read-only mode; the Subscriber can view and export data.
Once payment is made, the Service is restored the same day and any remaining time is added on top of the new period.

9. Usage Limits and Fair Use

Each Plan is offered with limits such as included minutes, concurrent calls, number of users and API request rates. Usage beyond the included minutes is deducted from the credit balance at the published unit rate; if the balance is insufficient, outbound calls cannot be started.

To protect the integrity of the infrastructure, the Provider may rate-limit or temporarily restrict usage that creates an unusual load, or ask the Subscriber to move to a suitable plan.

Items offered as "unlimited" are subject to fair use, limited to the ordinary usage range of comparable Subscribers.

10. Prohibited Use

The Subscriber shall not use the Service, and shall ensure its users do not use it, for the following:

Any activity contrary to applicable law, public order or public morals.
Bulk calling, automated dialling or commercial electronic messaging without the recipient's valid consent or another lawful basis.
Fraud, deceptive selling, impersonation, or unauthorised use of the name of any third party including the Provider.
Use of the Service as the final decision-maker, without human oversight, in fields carrying professional liability such as medical diagnosis or treatment, legal advice, investment advice or emergency call handling.
Reverse engineering or decompiling the Service, circumventing its security measures, or conducting load or penetration testing without permission.
Systematically collecting the Service's output in order to train a competing AI model or to build a similar service.
Reselling, leasing or white-labelling the Service to third parties without the Provider's written consent.
Publishing benchmark results relating to the Service without the Provider's written consent.

11. AI Output, Accuracy and Human Oversight

The Service uses large language models and speech technologies. Their output is probabilistic: answers may be incomplete, incorrect or out of context, and speech recognition and synthesis carry a margin of error.

The Subscriber is responsible for assessing the Service's suitability for its own business, for confining answers to its own knowledge sources, and for verifying binding information such as prices, stock, appointments and commitments. Final responsibility for answers given on the Subscriber's behalf rests with the Subscriber.

The Provider gives no warranty as to the accuracy, completeness or fitness for a particular purpose of generated content.

The Subscriber must configure hand-over to a human agent for significant matters and must inform End Users that emergency calls are not handled through the Service.

12. Call Recording, Notice and Consent

The Service may record and transcribe conversations. For personal data in those conversations the Subscriber is the data controller and the Provider is the data processor.

It is the Subscriber's obligation to inform End Users under Turkish Law No. 6698 and applicable law, to obtain explicit consent where required, to play a recording announcement, and to ensure calling lists were obtained lawfully.

The Subscriber is solely liable for administrative fines and third-party claims arising from breach of these obligations.

13. Data Ownership, Export and Deletion

Documents uploaded by the Subscriber, customer records, call recordings and transcripts belong to the Subscriber. The Provider processes them only to deliver the Service, to maintain security and to meet legal obligations.

The Provider does not use Subscriber data to train its own general-purpose AI models.

After termination, Subscriber data remains exportable for thirty days; at the end of that period data is deleted, except where a statutory retention obligation applies. Earlier deletion is carried out on request.

The Provider takes regular backups; nevertheless the Subscriber is responsible for keeping its own copy of business-critical data.

14. Intellectual Property

All rights in the Xaly.ai brand, software, source code, interface design, model configurations, prompt library, voice assets and documentation belong exclusively to the Provider. This agreement grants the Subscriber only a non-exclusive, non-transferable, non-sublicensable right of use for the duration of the subscription.

All rights not expressly granted in this agreement are reserved by the Provider.

Suggestions, feedback and bug reports submitted by the Subscriber may be used freely by the Provider without payment or attribution.

The Provider will obtain the Subscriber's written approval before using its name or logo in a reference list; approval may be withdrawn at any time.

15. Continuity, Maintenance and Support

The Provider uses commercially reasonable efforts to deliver the Service with reasonable continuity, but does not warrant uninterrupted or error-free operation.

Planned maintenance is carried out at low-traffic hours where possible and announced in advance. Urgent security work may be performed without prior notice.

Any committed availability level (SLA), response time or dedicated support applies only where a separate written service level agreement has been signed. Otherwise support is provided through the published channels within a reasonable time during business hours.

16. Suspension and Termination by the Provider

The Provider may suspend the Service in whole or in part without prior notice, and terminate this agreement for cause, in the following cases:

Payment is not made despite the additional period granted.
Any of the prohibited uses in clause 10 occurs.
A situation arises that threatens the security or integrity of the Service or infrastructure, or other Subscribers' use of it.
A decision of a competent authority or court requires it.
Insolvency, composition or liquidation proceedings are commenced against the Subscriber.

17. Termination by the Subscriber and Refunds

The Subscriber may stop renewal in the Dashboard at any time or terminate by written notice. Termination takes effect at the end of the paid period in progress, and amounts paid for that period are not refunded.

Where a material interruption attributable to the Provider is not remedied within a reasonable time, the fee corresponding to the interruption is credited to the next period at the Subscriber's request.

For Subscribers who qualify as consumers, the withdrawal provisions of the Distance Sales Agreement are reserved.

18. Disclaimer of Warranties

To the maximum extent permitted by applicable law, the Service is provided "as is" and "as available". The Provider gives no warranty, express or implied, and in particular does not warrant fitness for a particular purpose, uninterrupted or error-free operation, or the achievement of any commercial result.

No commitment is given as to the number of appointments, sales or leads generated through the Service; examples in marketing materials do not constitute a commitment.

19. Limitation of Liability

The Provider is not liable for indirect, incidental or consequential loss, including loss of profit, loss of business, reputational harm, loss of data, third-party claims and failure to realise expected savings.

The Provider's total liability under this agreement is in all cases limited to the amounts actually paid by the Subscriber in the three months preceding the event giving rise to the claim.

These limitations do not apply to liability arising from the Provider's wilful misconduct or gross negligence, or to liability that cannot be limited under mandatory law.

20. Indemnity

The Subscriber shall indemnify and hold the Provider harmless against all claims, proceedings, administrative fines, losses and reasonable legal costs arising from its use of the Service in breach of this agreement or of applicable law, from failure to inform End Users or obtain their consent, from content it uploads, and from calling lists obtained unlawfully.

21. Force Majeure

Earthquake, flood, fire, epidemic, war, terrorism, cyber attack, general strike, interruptions in electricity and internet infrastructure, carrier or data-centre failures, discontinuation of service by third-party providers, decisions of public authorities and extraordinary difficulties in hardware supply constitute force majeure.

Obligations are suspended for the duration of the event. If it lasts more than thirty days, either party may terminate the agreement without compensation.

22. Third-Party Services

The Service operates together with third-party infrastructure such as telecommunications carriers, messaging platforms, payment institutions, calendar and CRM providers. Their terms, pricing and outages are outside the Provider's control.

If a third-party service is discontinued or changes its terms, the Provider may modify or withdraw the related feature; this alone does not give rise to a right of termination or refund.

23. WhatsApp Web connection (unofficial channel)

Xaly.ai offers two WhatsApp connections: the Meta WhatsApp Cloud API (official) and a WhatsApp Web connection (unofficial). The WhatsApp Web connection links the Subscriber's own WhatsApp number to Xaly.ai as a linked device and violates the WhatsApp/Meta Terms of Service; Meta may suspend or permanently ban such numbers without prior warning.

This channel is enabled only after the Subscriber confirms a written assumption of risk in the Dashboard. Any direct or indirect loss arising from its use — including number bans, loss of messages or data, business loss or third-party claims — is borne by the Subscriber; the Provider gives no warranty and accepts no liability. Obtaining valid consent from every person on outreach lists under applicable data-protection and e-marketing law (KVKK/GDPR) is the Subscriber's obligation.

24. Confidentiality and Sub-processors

Each party shall protect the trade secrets and confidential information it learns under this agreement. This obligation survives termination.

The Provider may use sub-processors for hosting, email delivery, payment and communication infrastructure in order to deliver the Service. Details of personal data processing are set out in the Privacy Policy and the KVKK Notice, which form an integral part of this agreement.

With the self-hosted (on-premise) option, data remains on the Subscriber's own infrastructure; operation, backup and security are then the Subscriber's responsibility.

25. Changes, Assignment and Notices

The Provider may amend these terms. Material changes are announced in the Dashboard or by email at least fifteen days before they take effect; continued use of the Service after that date constitutes acceptance.

The Provider may assign its rights and obligations under this agreement to third parties in the event of a merger, demerger or transfer of business. The Subscriber may not assign the agreement without the Provider's written consent.

Notices sent to the email address registered in the Dashboard, and announcements within the Dashboard, constitute valid notice. If the address is not kept current, notices are deemed delivered.

For notices: info@voratrix.com

26. Governing Law and Jurisdiction

This agreement is governed by Turkish law. In disputes arising from it, the Provider's books, records and electronic records constitute conclusive evidence within the meaning of Turkish Civil Procedure Law No. 6100.

For commercial disputes the Courts and Execution Offices of İstanbul (Büyükçekmece) have jurisdiction. For Subscribers who qualify as consumers, the jurisdiction of Consumer Arbitration Committees and Consumer Courts within the applicable monetary thresholds is reserved.

If any provision is held invalid, the validity of the remaining provisions is unaffected.

27. Entry into Force

These terms take effect upon registration or first use of the Service and, together with the Privacy Policy, the KVKK Notice, the Cookie Policy and — for consumer transactions — the Distance Sales Agreement, form a single whole.

Terms of Service and Subscription Agreement