1. Parties, Instrument, and Acceptance
1.1 Contracting parties
These Terms of Service (the “Terms”) constitute a legally binding agreement between the individual or legal entity requesting, receiving, or using access to the Satalya platform (“you”, “Customer”, or “User”) and Satalya, together with its owners, operators, officers, contractors, licensors, and affiliates (collectively, “Satalya”, the “Company”, “we”, or “us”).
By submitting an access request, corresponding with Satalya for onboarding, paying any fee, receiving credentials, or using any part of the Service, you acknowledge that you have read, understood, and agreed to be bound by these Terms, the Acceptable Use Policy, the Privacy Policy, the Refund Policy, the Disclaimer, and the Compliance Policy (together, the “Legal Documents”). If you do not agree, you must not request access and must not use the Service.
1.2 No consumer marketplace
The Service is a private, invitation-only commercial software supply. It is not a consumer app store product, not a public telecommunications carrier service, and not a general communications network open to the public. Nothing on the website is an offer to the world at large. Satalya may refuse any request, withdraw any invitation, and decline to contract, in each case to the maximum extent permitted by applicable law.
1.3 Authority to bind
If you request or use the Service on behalf of an organisation, you represent and warrant that you have actual authority to bind that organisation, that the organisation is a lawful business, and that these Terms will bind the organisation and all persons to whom it grants credentials. You remain personally responsible for any misrepresentation of authority.
1.4 Order of precedence
If a written order confirmation or invitation email issued by Satalya conflicts with these Terms on a commercial point such as fees or term length, the written confirmation controls that commercial point only. On all matters of acceptable use, prohibition of unlawful activity, limitation of liability, warranty disclaimer, indemnification, intellectual property, export and sanctions, termination, and law-enforcement cooperation, these Terms and the remaining Legal Documents control and may not be varied except by a written instrument signed by Satalya.
2. Definitions
For the purposes of the Legal Documents, the following terms have the meanings assigned below. Headings are for convenience only and do not affect interpretation.
“AI Dialer” means the intelligent, high-speed dialing and conversation-assistance functions made available by Satalya, including any model, prompt, voice, sequencing, or automation feature.
“Classic Dialer” means the conventional or traditional dialing functions made available by Satalya without automated conversation.
“Service” means the website, software, interfaces, documentation, credentials, support, and any AI Dialer or Classic Dialer functionality, whether hosted, licensed, or otherwise made available.
“Account” means any login, workspace, API key, invitation token, or other access permission issued by Satalya.
“Customer Content” means numbers, contact lists, scripts, recordings, prompts, instructions, documents, and other materials submitted to or generated through the Service by or for the Customer.
“Lawful Business” means a genuine commercial, professional, or institutional organisation that intends to use the Service solely for purposes that are legal in every jurisdiction in which calls, messages, or processing occur.
“Prohibited Activity” means any activity described as prohibited in these Terms, the Acceptable Use Policy, or applicable law, including fraud, phishing, impersonation, financial crime, money laundering, unauthorised access, and misuse of third-party data.
“Sanctions List” means any list of restricted parties maintained by the United Nations, the European Union, the United Kingdom, the United States, or any other competent authority.
3. Nature of the Service
3.1 Software tools only
Satalya supplies software tools. Satalya does not become your telecommunications carrier, your marketing agency, your collections agent, your lawyer, or your compliance officer. Satalya does not place calls as your principal, does not obtain consent on your behalf, does not verify the legality of your lists, and does not supervise your staff except to the limited extent it elects to review an access request or a suspected violation.
3.2 Dual mode
The Service may include both an AI Dialer and a Classic Dialer. Availability of either mode is not a representation that a particular campaign is lawful. A use that would be unlawful if performed with a conventional telephone remains unlawful if performed with the AI Dialer. Speed, intelligence, or automation do not reduce the Customer’s legal duties.
3.3 No public registration
The website does not provide self-serve account creation. Prospective clients may submit a contact request. Satalya may ignore, delay, condition, or refuse any request. If Satalya elects to proceed, it will send registration or onboarding instructions by email. Until that written invitation is issued and accepted, no Account exists and no Service is owed.
3.4 No professional advice
Nothing on the website or in the Service is legal, regulatory, tax, accounting, or investment advice. The Legal Documents are commercial terms for the use of software. They are not a legal opinion addressed to you or to any third party.
3.5 Beta and change
Features may be experimental, incomplete, or withdrawn. Satalya may modify, throttle, or discontinue any function without liability, including AI models, voice quality, throughput, or Classic Dialer options.
4. Invitation-Only Access
Access is a privilege, not a right. Satalya may request corporate documents, explanations of intended use, evidence of a lawful calling programme, and any other information it considers relevant. False, incomplete, or evasive answers are grounds for immediate refusal or later termination.
An invitation email does not waive any Legal Document. Credentials may be time-limited, usage-limited, or subject to additional conditions stated in the invitation. You must not solicit, purchase, or accept credentials from any person other than Satalya.
Satalya has no obligation to provide a reason for refusal, except where a mandatory law requires a limited explanation. Silence is a refusal.
5. Eligibility and Lawful-Business Restriction
You may request and use the Service only if all of the following are true at all times:
- you are a Lawful Business or an authorised representative of a Lawful Business;
- you are not a consumer seeking the Service for household or purely personal use, unless Satalya has expressly agreed otherwise in writing, which it has no practice of doing;
- you and your organisation are not located in, organised under the laws of, or ordinarily resident in a comprehensively sanctioned jurisdiction, and are not a party on a Sanctions List;
- you will use the Service solely for lawful purposes and in accordance with the Acceptable Use Policy;
- you have obtained, and will maintain, all consents, licences, registrations, and authorisations required for your calling, messaging, recording, and data-processing activities; and
- you will not permit any employee, contractor, affiliate, or end user to use the Service for Prohibited Activity.
Satalya may refuse service to any person or organisation, including competitors, high-risk applicants, and applicants whose intended use Satalya considers incompatible with these Terms, to the fullest extent permitted by law.
6. Account Control and User Responsibility
6.1 Sole responsibility
You are fully and exclusively responsible for: (a) the security of credentials; (b) every action taken through the Account, whether authorised by you or not, except to the extent caused by Satalya’s proven wilful misconduct; (c) the legality of Customer Content; (d) the identity, consent status, and do-not-call status of every contacted person; (e) scripts, prompts, and AI instructions; (f) recordings and retention; (g) your staff and vendors; and (h) compliance with all applicable laws in every relevant jurisdiction.
6.2 No sharing
Accounts are non-transferable. You must not resell, sublicense, rent, or publicly display the Service. You must notify legal@satalya.com without undue delay if you suspect compromise.
6.3 Monitoring
Satalya may, but has no duty to, monitor use for security, abuse, billing, or legal compliance. Absence of monitoring is not approval. You must not rely on Satalya to detect your violations.
7. Acceptable Use and Absolute Prohibitions
The Acceptable Use Policy is incorporated by reference and forms part of these Terms. Without limiting that policy, you must not use the Service, and must not permit the Service to be used, for any of the following:
- fraud, attempted fraud, or any scheme to obtain money, property, data, or advantage by deception;
- phishing, smishing, vishing, or any attempt to induce a person to disclose credentials, codes, payment details, or personal data;
- impersonation of any person, brand, bank, government, payment provider, or other institution, including spoofed caller identity used to deceive;
- financial crime, including authorised-push-payment fraud, investment scams, invoice redirection, and similar schemes;
- money laundering, terrorist financing, sanctions evasion, or concealment of the origin of funds;
- unauthorised access to any system, account, network, or data, or any attempt to probe, scan, or breach security;
- misuse, sale, enrichment, or processing of third-party personal data obtained without a lawful basis;
- harassment, threats, stalking, or non-consensual recording where prohibited;
- any other illegal activity under the laws of any jurisdiction in which you, the recipient, or Satalya is located or in which the communication is received.
Satalya may suspend or permanently terminate an Account immediately if it has reasonable suspicion of Prohibited Activity. Satalya is not required to complete a court process, provide prior notice, or refund fees in that event, except where mandatory law provides otherwise.
8. Customer Content, Lists, and Scripts
You retain ownership of Customer Content, subject to the licences needed for Satalya to operate the Service. You grant Satalya a worldwide, non-exclusive licence to host, process, transmit, and display Customer Content solely to provide, secure, bill, and improve the Service and to comply with law.
You represent and warrant that you have a lawful basis for every personal data item, that every number may lawfully be contacted, that scripts and AI prompts will not instruct unlawful conduct, and that Customer Content does not infringe third-party rights. Satalya may remove or disable Customer Content that it reasonably believes violates the Legal Documents or law.
9. Fees, Invoicing, and Cryptocurrency Payment Terms
9.1 Fees
Fees, if any, are those stated in a written invitation, invoice, or order confirmation. Unless expressly stated, fees are exclusive of taxes, network costs, and third-party carrier charges. Usage above agreed volumes may be billed at then-current rates.
9.2 Invoices and late payment
Invoices are due as stated. Late amounts may accrue interest at the maximum lawful rate. Satalya may suspend the Service for non-payment without prejudice to other remedies.
9.3 Cryptocurrency
If Satalya accepts cryptocurrency or other digital assets, the following terms apply:
- payment is deemed made only when the required number of network confirmations has occurred and the asset is under Satalya’s control;
- you bear all network fees, gas, exchange spread, wallet errors, and volatility between instruction and confirmation;
- payments sent to an incorrect address, on an unsupported network, or in an unsupported asset are not recoverable by Satalya and do not discharge your debt;
- Satalya may specify accepted assets, networks, and a fiat reference amount. If the confirmed value is short, you must pay the difference;
- cryptocurrency payments are final. Chargebacks do not exist. Refunds, if any, are governed solely by the Refund Policy and will, unless Satalya elects otherwise, be made in the same asset or a fiat equivalent chosen by Satalya, net of network costs;
- you represent that the paying wallet is lawfully controlled by you or your organisation, that the assets are not proceeds of crime, and that the payment is not made to evade sanctions, tax, or reporting duties;
- Satalya may refuse a cryptocurrency payment, request source-of-funds information, or require an alternative method;
- you are solely responsible for your tax reporting in respect of any digital-asset payment.
9.4 No escrow of campaign results
Fees are for access to software tools and related support, not for a guaranteed number of conversations, sales, or recovered debts. Results depend on your lists, staff, scripts, market, and legal constraints.
10. Intellectual Property Protection
Satalya and its licensors own all right, title, and interest in the Service, including software, models, interfaces, documentation, trademarks, trade dress, and the Satalya name. No rights are granted except the limited, revocable, non-exclusive, non-transferable right to use the Service during the term in accordance with the Legal Documents.
You must not copy, modify, reverse engineer, decompile, or create derivative works of the Service except to the limited extent that mandatory law prohibits this restriction. You must not remove proprietary notices, scrape the Service, or use the Service to train competing models except as permitted by a separate written licence.
Feedback may be used by Satalya without restriction or compensation. The Satalya name and marks may not be used in publicity without prior written consent.
11. Confidentiality
Each party shall protect the other party’s non-public business information with reasonable care and use it only to perform the relationship. This duty does not apply to information that is public, independently developed, or rightfully received from a third party. Satalya may disclose information as required by law or as described in the Law Enforcement Requests section.
12. Warranty Disclaimer
THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SATALYA DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION.
SATALYA DOES NOT WARRANT THAT THE AI DIALER OR CLASSIC DIALER WILL MEET YOUR REQUIREMENTS, PRODUCE ANY PARTICULAR COMMERCIAL RESULT, BE COMPATIBLE WITH YOUR SYSTEMS, BE FREE OF DEFECTS, OR BE AVAILABLE AT ANY PARTICULAR TIME. AI OUTPUTS MAY BE INACCURATE, INCOMPLETE, OR INAPPROPRIATE. YOU MUST SUPERVISE ALL OUTPUTS.
SATALYA DOES NOT WARRANT THAT USE OF THE SERVICE IS LAWFUL IN YOUR CIRCUMSTANCES. LAWFULNESS DEPENDS ON YOUR CONDUCT, YOUR LISTS, YOUR JURISDICTION, AND THE RECIPIENT’S JURISDICTION. YOU MUST OBTAIN YOUR OWN LEGAL ADVICE.
NO ORAL OR WRITTEN INFORMATION FROM SATALYA CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. WHERE MANDATORY LAW DOES NOT ALLOW THE EXCLUSION OF A WARRANTY, THAT WARRANTY IS LIMITED TO THE MINIMUM PERIOD AND SCOPE PERMITTED.
13. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SATALYA AND ITS OWNERS, OFFICERS, EMPLOYEES, CONTRACTORS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES; ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITY; ANY COST OF SUBSTITUTE SERVICES; ANY DAMAGES ARISING FROM YOUR LISTS, SCRIPTS, OR CAMPAIGNS; ANY DAMAGES ARISING FROM A THIRD PARTY’S CLAIM THAT YOUR CALLING WAS UNLAWFUL; OR ANY DAMAGES ARISING FROM YOUR OR YOUR USERS’ MISUSE OF THE SERVICE, INCLUDING FRAUD, PHISHING, IMPERSONATION, OR OTHER PROHIBITED ACTIVITY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SATALYA’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE LEGAL DOCUMENTS OR THE SERVICE SHALL NOT EXCEED THE FEES ACTUALLY PAID BY YOU TO SATALYA FOR THE SERVICE DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED EUROS (EUR 100), WHICHEVER IS GREATER. IF YOU HAVE PAID NO FEES, SATALYA’S AGGREGATE LIABILITY SHALL NOT EXCEED FIFTY EUROS (EUR 50).
THESE LIMITATIONS APPLY TO ALL THEORIES OF LIABILITY, INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, AND STATUTE, EVEN IF SATALYA HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
NOTHING IN THE LEGAL DOCUMENTS EXCLUDES OR LIMITS LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER MANDATORY LAW, INCLUDING LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY PROVEN NEGLIGENCE, OR FOR FRAUDULENT MISREPRESENTATION BY SATALYA ITSELF. SATALYA IS NOT LIABLE FOR YOUR FRAUD OR THE FRAUD OF YOUR USERS.
You acknowledge that the fees, if any, reflect this allocation of risk, and that Satalya would not supply the Service on these Terms without these limitations. You agree that Satalya is not responsible if you or any third party uses the Service badly, unlawfully, or contrary to the Acceptable Use Policy.
14. Indemnification
You shall defend, indemnify, and hold harmless Satalya and its owners, officers, employees, contractors, and licensors from and against any claim, demand, loss, damage, fine, cost, and reasonable legal fee arising out of or related to: (a) your Customer Content; (b) your campaigns, calls, messages, recordings, and scripts; (c) your alleged or actual violation of law; (d) your alleged or actual Prohibited Activity or that of your users; (e) your breach of the Legal Documents; (f) any third-party claim that a recipient was contacted without a lawful basis; (g) any tax, levy, or reporting obligation associated with your payments, including cryptocurrency; and (h) any dispute between you and a recipient, employee, vendor, or regulator.
Satalya may assume exclusive control of the defence at your expense. You shall not settle any claim that imposes any obligation on Satalya without Satalya’s prior written consent.
15. Account Suspension and Termination
Satalya may suspend or permanently terminate any Account, invitation, or Service, immediately and without prior notice, if: (a) it has reasonable suspicion of Prohibited Activity or of a material breach; (b) it is required to do so by law, a payment provider, a carrier, or a competent authority; (c) fees are unpaid; (d) you become subject to sanctions; (e) continued service would, in Satalya’s reasonable judgement, create legal, reputational, or operational risk; or (f) Satalya elects to discontinue the Service generally.
You may stop using the Service at any time. Termination does not entitle you to a refund except as stated in the Refund Policy. Upon termination, your licence ends, you must cease use, and Satalya may delete or disable Customer Content after any legally required retention period. Sections that by their nature should survive, including 7, 9.3, 10, 12, 13, 14, 16, 17, and 20, survive termination.
16. Export Control and Sanctions Compliance
The Service and related technical data may be subject to export-control and sanctions laws. You shall not access, use, export, or re-export the Service in violation of those laws. You represent that you are not a sanctioned person, not owned or controlled by a sanctioned person, and not located in a comprehensively sanctioned territory.
You shall not use the Service for any end use prohibited by export or sanctions rules, including prohibited military, nuclear, missile, or surveillance end uses where those rules apply. Satalya may block geographies, wallets, or accounts to reduce sanctions risk. You shall provide information reasonably requested for sanctions screening.
17. Law Enforcement Requests
Satalya cooperates with competent authorities only where it is legally obliged to do so, or where a request is issued under a valid legal process that Satalya, acting reasonably, determines it must honour. Satalya does not provide informal or voluntary access to Customer Content merely because a private party or an unauthorised person asks.
Where legally permitted and practicable, Satalya may notify the Customer of a compulsory request. Satalya may delay or withhold notice where the request or applicable law forbids notice, or where notice would create a risk of harm, evidence destruction, or obstruction.
Satalya may preserve data when legally required. Preservation or disclosure under compulsion is not a waiver of any right and is not an admission regarding the Customer’s conduct.
18. Privacy, Data, and Records
Processing of personal data is described in the Privacy Policy. That policy is informed by principles commonly associated with the GDPR, including purpose limitation, data minimisation, and security. Publication of that policy is not a certification, audit opinion, or representation that Satalya is formally GDPR-compliant or supervised by a particular authority, unless Satalya issues a separate written confirmation.
You are the controller of personal data in Customer Content unless a mandatory law provides otherwise. You must not upload special-category data or children’s data unless a written addendum allows it.
19. Modifications
Satalya may amend the Legal Documents by posting an updated version on the website or by emailing the notice address associated with the Account. Continued use after the effective date constitutes acceptance. If you do not agree, your sole remedy is to stop using the Service.
20. Governing Law, Venue, and Severability
These Terms are governed by the laws of England and Wales, without regard to conflict-of-law rules, except that mandatory consumer or local protections that cannot be waived will apply to the limited extent required. The courts of England and Wales have exclusive jurisdiction, except that Satalya may seek injunctive relief in any jurisdiction to protect its intellectual property or to stop Prohibited Activity.
If any provision is held unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, or if that is not possible, severed. The remainder remains in effect. Failure to enforce a provision is not a waiver.
21. Entire Agreement and Notices
The Legal Documents, together with any written invitation or invoice issued by Satalya, are the entire agreement and supersede prior discussions. Notices to Satalya must be sent to legal@satalya.com. Notices to you may be sent to the email used in your access request. Electronic notices are effective on sending, whether or not you read them.
You may not assign the Legal Documents without Satalya’s consent. Satalya may assign them in connection with a reorganisation or transfer of assets. The parties are independent contractors. There are no third-party beneficiaries except indemnified persons.
Questions about these Terms may be sent to legal@satalya.com. Submitting a question does not modify the Terms and does not create an attorney-client relationship.
Annex A — Interpretation
In the Legal Documents, “including” means “including without limitation”. Words importing the singular include the plural. A reference to a statute includes amendments and successor statutes. A reference to “written” includes email from an address controlled by Satalya. “Reasonable suspicion” means a belief that a reasonable software vendor in Satalya’s position could hold, based on documents, patterns of use, payment signals, complaints, open-source information, or inconsistencies in an access request, without a requirement of criminal proof.
The Legal Documents are executed electronically. Clicking submit, paying a fee, or using credentials is an electronic signature. You waive any defence based on the absence of a wet-ink original to the extent permitted by law.
Annex B — Illustrative (Non-Exhaustive) Unlawful Campaigns
The following examples are prohibited. They are illustrations for training your staff and do not narrow Section 7 or the AUP:
- calling persons while pretending to be their bank’s fraud department in order to move funds;
- using the AI Dialer to request remote-access software or one-time passcodes;
- calling a purchased list of unknown consumers in a jurisdiction that requires prior express consent for automated marketing, without that consent;
- threatening arrest, immigration action, or immediate lawsuit as a scripted pressure tactic without a lawful basis;
- operating under a false company name or a cloned brand;
- using Satalya to test stolen identity data or to confirm that a compromised email still works;
- routing conversations that instruct recipients to convert cash into cryptocurrency for a stranger;
- continuing a campaign after Satalya has asked questions you cannot answer without revealing Prohibited Activity.
If your intended use is close to any example, do not request access. Requesting access for such a use is itself a breach of the representations in Section 5.
Annex C — Service Levels Are Not Warranties
Any informal comment about speed, concurrency, model quality, or uptime is a design objective. It is not a service-level agreement unless a separate written SLA is signed by Satalya. Credits, if ever offered, are the sole remedy for the event they describe and are subject to the liability cap.
Annex D — Contact Table
Operational access requests: contact@satalya.com. Legal notices and AUP reports: legal@satalya.com. Privacy requests: privacy@satalya.com. Sending a message to the wrong address may delay handling but does not extend any deadline that runs against you.
You should keep a copy of the Legal Documents as displayed on the date you first requested access. Satalya may archive prior versions internally but has no duty to host every historical version publicly.
These Terms were prepared as commercial terms for a private software vendor. They are intended to be enforceable to the maximum extent permitted. They are not a substitute for advice from counsel admitted in your jurisdiction. Satalya’s project creators and operators rely on these Terms, the AUP, and the Disclaimer to make clear that they are not responsible for a user’s decision to use the software for crime or other unlawful ends.