This is a preliminary translation. The Portuguese version is authoritative. For questions, contact us at legal@talkover.ai.
Version 1.0 · Effective as of 2026-06-01
Preamble
These External Telephony Terms (the "Terms") supplement and form part of the Terms of Use and the services agreement entered into between you (the "Customer") and Talkover ("Talkover"), in which Talkover is already identified. With respect to "external telephony", in the event of a conflict, these Terms prevail; on all other matters, the main agreement prevails.
By enabling, configuring or using any third-party telephony to operate Talkover's AI voice agents — in replacement of Talkover's own telephony (Talkphone) — the Customer declares that it has read, understood and fully accepts these Terms. Acceptance is expressed electronically (clickwrap), by checking the acceptance box at the time of activation, recording the date, time, IP address and the version of these Terms then in effect.
If the Customer does not agree with any provision, it must not enable external telephony, and Talkover's own telephony (Talkphone) remains available.
1. Definitions
1.1 "Talkover Platform" or "Platform": the infrastructure, software and services for orchestrating AI voice agents provided by Talkover, including speech recognition (STT), language models (LLM) and speech synthesis (TTS) processing under Talkover's control.
1.2 "AI Voice Agent" or "Agent": the automated conversational application running on the Talkover Platform that interacts by voice with the Customer's interlocutors.
1.3 "Talkphone": the proprietary telephony solution provided and operated by Talkover, including numbering, connectivity and voice transport under its management.
1.4 "External Telephony" or "BYOC" (Bring Your Own Carrier): any telephony component, service or infrastructure not provided by Talkover that the Customer chooses to integrate with the Platform to originate or receive Agent calls, including, without limitation: SIP trunks, telecommunications carriers and providers, third-party CPaaS platforms, PABX/IP-PBX, gateways, SBCs, numbering and portability contracted by the Customer.
1.5 "Third-Party Provider": any third party contracted by, or that maintains a relationship with, the Customer to provide the External Telephony.
1.6 "Demarcation Point": the technical and contractual boundary separating Talkover's responsibility from that of the Customer/Third-Party Provider, as defined in Clause 5.
1.7 Technical terms such as SIP, RTP, codec, jitter, DTMF, STIR/SHAKEN and CNAM are used in their usual technical sense in the telecommunications industry.
2. Subject Matter and Scope
2.1 These Terms govern the situation in which the Customer, at its sole option and on a self-service basis, replaces Talkphone with External Telephony to operate the Agents on the Talkover Platform.
2.2 These Terms do not apply while the Customer uses Talkphone exclusively.
3. Optional Nature and Acknowledgment
3.1 The use of External Telephony is the Customer's exclusive and voluntary choice. Talkover provides, as an alternative, Talkphone, to which the quality and support guarantees set out in the main agreement apply.
3.2 The Customer declares that it has the technical capacity to contract, configure and maintain the External Telephony, or that it relies on qualified third parties to do so, and acknowledges that this option is made with full awareness of the risks described in Clause 6.
4. Quality and Support — Exclusive to Talkphone
4.1 The call quality guarantee (including, without limitation, audio quality, stability, completion rate and telephony availability) and the telephony technical support provided by Talkover exist exclusively when the Customer uses Talkphone.
4.2 Talkover does not provide support, maintenance, assisted configuration, troubleshooting, nor any guarantee of quality or availability regarding the External Telephony or any Third-Party Provider component. Support requests whose root cause is attributable to the External Telephony will be referred to the Customer for handling with the respective Third-Party Provider.
5. Responsibility Matrix and Demarcation Point
5.1 Talkover's Responsibility. Talkover is responsible, and remains responsible, exclusively for:
- (a) the availability and operation of the Talkover Platform orchestrating the Agents, in accordance with the main agreement;
- (b) the STT, LLM and TTS processing performed under its control;
- (c) the provision of documented integration interfaces, APIs and parameters for connecting External Telephony;
- (d) the handling of call audio and events from the moment they enter the Platform intact, and until they leave it, at the Demarcation Point.
5.2 Responsibility of the Customer and Third-Party Provider. The Customer is responsible, directly or through the Third-Party Provider, excluding Talkover's liability, for:
- (a) the contracting, configuration, credentials, operation, maintenance and costs of the External Telephony;
- (b) the quality, capacity, availability and security of the SIP trunk, network transport (including latency, jitter, packet loss and bandwidth) and equipment (SBC, gateway, PABX, firewall, NAT);
- (c) numbering, Caller ID/CNAM, portability, number reputation and compliance with carrier anti-fraud and anti-spam mechanisms (including STIR/SHAKEN, where applicable);
- (d) regulatory and legal compliance of the telephony operation, including Anatel rules, telemarketing/telesales rules, obtaining consents and complying with permitted hours and blocking lists;
- (e) obtaining consents and ensuring compliance regarding any call recording carried out by the Third-Party Provider;
- (f) the security of SIP credentials and the prevention of fraud and misuse (toll fraud).
5.3 Demarcation Point. Talkover's responsibility begins and ends at the Demarcation Point, understood as the logical interface through which audio and signaling travel between the Talkover Platform and the External Telephony. Everything occurring outside that point — on the network, the trunk, the carrier or the Customer/Third-Party Provider equipment — is outside Talkover's responsibility.
6. Technical Risks Acknowledged and Accepted by the Customer
6.1 The Customer acknowledges that the External Telephony may introduce failures and degradations beyond Talkover's control and declares that it accepts them, including, without limitation:
- (a) Audio quality — latency, jitter, packet loss, echo and codec incompatibility or transcoding, which may degrade speech recognition (STT), speech synthesis (TTS), conversational turn-taking and barge-in of the Agents;
- (b) SIP signaling — failures in call setup or call drops, one-way or absent audio, and problems arising from NAT/firewall;
- (c) DTMF — inconsistent digit detection due to method incompatibility (RFC 2833/telephone-event, SIP INFO or inband);
- (d) Availability — unavailability, instability, maintenance or concurrency/capacity limits of the Third-Party Provider;
- (e) Numbering and deliverability — Caller ID/CNAM issues, calls being labeled as spam, carrier blocking, portability failures and low number reputation;
- (f) Compliance — penalties, blocks or liabilities arising from non-compliance with regulatory or legal rules by the Customer/Third-Party Provider operation;
- (g) Recording and retention — recording, storage and retention of calls performed by the Third-Party Provider;
- (h) Security and fraud — credential leakage, interception and toll fraud on the External Telephony;
- (i) Costs — pricing, billing and charges of the Third-Party Provider;
- (j) Effect on the Agent — any degradation of the experience or performance of the AI Voice Agent resulting, directly or indirectly, from any of the items above.
6.2 The Customer fully assumes the risks and losses arising from the items in Clause 6.1.
7. Warranties and SLA Exclusion
7.1 Any service levels (SLA), quality or availability targets relating to telephony apply exclusively to Talkphone.
7.2 Events whose root cause, in whole or in part, lies in the External Telephony or the Third-Party Provider are excluded from SLA assessment and from any warranties, even if they manifest during Agent operation.
7.3 The External Telephony is provided to the Customer by third parties "as is", without any warranty provided by Talkover.
8. Limitation and Exclusion of Liability
8.1 Talkover shall not be liable, under any circumstances, for direct or indirect damages, lost profits, loss of data, loss of business, reputational harm or any other losses arising, directly or indirectly, from the External Telephony, the Third-Party Provider or the risks described in Clause 6.
8.2 Talkover's liability is limited to events demonstrably within its responsibility (Clause 5.1) and observes the liability limits established in the main agreement.
8.3 As this is a business-to-business (B2B) relationship, the parties acknowledge that the limitations in these Terms are compatible with freedom of contract and with the agreed allocation of risks.
9. Indemnification
9.1 The Customer undertakes to hold Talkover harmless and to reimburse it for any and all claims, assessments, losses, fines or expenses (including legal fees) arising from: (a) the use of the External Telephony; (b) acts or omissions of the Third-Party Provider; or (c) non-compliance with legal or regulatory obligations relating to the Customer's telephony operation.
10. Support and Diagnostics
10.1 Talkover's support is limited to the components within its responsibility (Clause 5.1) and is provided on a best-effort basis for the part that is its responsibility.
10.2 Talkover does not diagnose or fix External Telephony failures. Subject to availability, it may provide technical information (for example, traces and logs from the Demarcation Point) to assist the Customer in dealing with the Third-Party Provider, without this constituting an assumption of liability.
10.3 The Customer undertakes to cooperate, providing the necessary information and access, and to promptly engage the Third-Party Provider.
11. Continuity and Changes
11.1 The Customer may, at any time, return to Talkphone, restoring the corresponding guarantees and support.
11.2 Changes made by the Third-Party Provider (configuration, numbering, codecs, policies) may require reconfiguration by the Customer, who is responsible for keeping it compatible with the Platform.
12. Data Protection (LGPD)
12.1 In the processing of personal data related to Agent operation, each party observes the roles and obligations defined in the main agreement and in the applicable data protection instrument.
12.2 The Third-Party Provider contracted by the Customer acts as a processing agent under the Customer's responsibility. Talkover is not liable for data processing performed by the Third-Party Provider, including any recording, storage, transfer or retention of calls outside the Platform.
13. Term, Acceptance and Record
13.1 These Terms are effective from the date of their acceptance and for as long as the use of External Telephony continues.
13.2 The electronic acceptance (clickwrap) records the date, time, IP address and the version of the Terms, constituting evidence of the Customer's expression of will.
13.3 Talkover may update these Terms by publishing a new version. Continued use of the External Telephony after a new version takes effect implies its acceptance; where required, a new acceptance will be requested.
14. General Provisions
14.1 These Terms form part of and supplement the main agreement/general Terms of Use, prevailing, as to External Telephony, in the event of conflict.
14.2 The eventual invalidity or unenforceability of any clause does not affect the others (severability).
14.3 Tolerance of any breach does not constitute novation or waiver.
14.4 These Terms are governed by the laws of the Federative Republic of Brazil. The forum provided for in the main agreement shall apply to resolve disputes; in its absence, the forum of Talkover's domicile.
Acceptance Declaration (clickwrap)
"I have read and accept the External Telephony Terms, version 1.0. I am aware that, by using third-party telephony, I assume the risks and losses arising therefrom, and that Talkover's telephony quality and support apply only to Talkphone."