Terms of Service

2. About Avellio

Avellio Ltd is registered in England and Wales under company number 14991835.

Our registered office is:

Avellio develops and operates business software applications, including Avellio Connect.

These terms apply to Avellio’s software and online services. They do not govern recruitment placements, temporary employment arrangements or other recruitment services, which are subject to separate terms or written agreements.

3. Business use

The Service is intended for business and professional use.

You confirm that:

• You are acting in the course of a business, trade or profession.
• You are at least 18 years old.
• You have authority to act for the Customer.
• The information supplied during registration is accurate and complete.
• The Customer is legally permitted to use the Service for its intended activities.

The Service is not intended to be purchased or used primarily as a consumer service.

Nothing in these terms excludes any rights that cannot legally be excluded.

4. Accounts and Authorised Users

The Customer is responsible for:

• Ensuring that only Authorised Users access its account.
• Assigning appropriate user roles and permissions.
• Keeping login details secure.
• Requiring appropriate account-security measures.
• Promptly removing access when a user leaves or no longer requires it.
• Reviewing activity carried out through its account.
• Keeping its business and contact information accurate.
• Notifying Avellio promptly of suspected unauthorised access or security incidents.

Each Authorised User should have an individual account. Login credentials must not be shared between users.

The Customer is responsible for activity conducted through its account unless that activity results directly from Avellio’s breach of these terms or failure to apply agreed security controls.

We may require identity, authority or security verification before granting access, changing ownership or acting on a sensitive account request.

5. The Service

Subject to payment of applicable charges and compliance with these terms, Avellio grants the Customer a limited, non-exclusive, non-transferable and revocable right to access and use the Service during the applicable subscription period for its internal business purposes.

The Customer may permit its Authorised Users to use the Service within the limits of its selected plan.

Avellio may:

• Maintain and update the Service.
• Introduce improvements and new features.
• Modify features where reasonably necessary.
• Remove or replace obsolete functionality.
• Apply reasonable technical and usage limits.
• Carry out planned or emergency maintenance.

We will take reasonable steps to avoid materially reducing the core functionality purchased by a Customer during a paid subscription period.

Where a change would materially and adversely affect a paid Customer, we will provide reasonable notice where practicable.

6. Orders, plans and subscriptions

The applicable Service, subscription period, user allowance, usage allowance, charges and any additional terms will be stated in the Customer’s Order or account.

If an Order conflicts with these Terms of Service, the Order will take priority only in relation to the specific conflicting provision.

Unless an Order states otherwise:

• A subscription begins on the agreed start date.
• Access continues for the agreed subscription period.
• Subscription charges are payable in advance.
• Additional usage or services may incur additional charges.
• Subscriptions renew only where the Order or checkout process clearly states that renewal is automatic.
• The Customer is responsible for reviewing its plan and usage.

Avellio may introduce different plans, limits and features for new subscriptions without changing an existing paid subscription during its current committed period.

7. Charges and payment

The Customer must pay the charges stated in its Order.

Unless expressly stated otherwise:

• Charges are exclusive of VAT and other applicable taxes.
• VAT will be added where legally applicable.
• Payments must be made using an accepted payment method.
• Charges are non-refundable except where required by law or expressly agreed in writing.
• The Customer must provide complete and accurate billing information.
• The Customer is responsible for charges incurred through its account.

If a payment becomes overdue, Avellio may:

• Contact the Customer to request payment.
• Restrict paid functionality.
• Suspend access after reasonable notice.
• Charge lawful interest or recovery costs where stated in the Order or permitted by law.
• Terminate the affected subscription if the amount remains unpaid.

We will not suspend access for a genuinely disputed charge while the parties are working reasonably and promptly to resolve the dispute.

8. Trials, demonstrations and beta features

Avellio may offer free trials, demonstrations, early-access features or beta functionality.

Unless we agree otherwise:

• Trials and beta features may be limited in duration or functionality.
• They may be changed or withdrawn at any time.
• They may contain errors or incomplete functionality.
• They are provided without a service-level commitment.
• Customer Data should not be placed into a demonstration environment unless Avellio confirms that it is suitable for live information.
• Avellio may delete demonstration or expired trial information after reasonable notice.

A trial does not guarantee access to the same features or pricing in a paid plan.

9. Customer responsibilities

The Customer must:

• Use the Service lawfully and only for legitimate business purposes.
• Ensure it has an appropriate lawful basis for processing Customer Data.
• Provide required privacy information to affected individuals.
• Obtain any consent or permission required for communications.
• Respect marketing preferences, objections and opt-outs.
• Keep Customer Data accurate where reasonably necessary.
• Configure permissions, workflows, automations and integrations appropriately.
• Review messages and automated outputs before relying on them.
• Provide reasonable cooperation where Avellio investigates misuse or a security incident.
• Comply with all laws and industry requirements applicable to its activities.

Avellio does not determine whether the Customer is legally entitled to contact a particular person. That responsibility remains with the Customer.

10. Acceptable use

The Customer and its Authorised Users must not use the Service to:

• Break any law or regulation.
• Send unlawful, unsolicited or misleading communications.
• Send spam or contact people without an appropriate lawful basis.
• Harass, threaten, discriminate against or deceive anyone.
• Infringe intellectual property, privacy, confidentiality or other rights.
• Upload malicious code, malware or harmful content.
• Attempt to gain unauthorised access to the Service or another account.
• Circumvent security, usage, user or technical restrictions.
• Interfere with the performance or availability of the Service.
• Test vulnerabilities without Avellio’s written permission.
• Scrape, copy or extract the Service except through authorised functionality.
• Reverse engineer or attempt to discover source code, except where the law expressly permits this.
• Resell, sublicense or commercially exploit the Service unless Avellio has agreed this in writing.
• Use another person’s credentials.
• Impersonate another business or individual.
• Use purchased, scraped or unlawfully obtained marketing lists.
• Process information in a way that exposes Avellio or another person to unreasonable security, legal or reputational risk.

We may investigate suspected misuse and take proportionate protective action.

11. Avellio Connect and WhatsApp

Avellio Connect allows businesses to manage customer communications, including communications conducted through the WhatsApp Business Platform.

Where a Customer connects WhatsApp or another third-party service, it authorises Avellio to exchange information with that service to provide the requested integration.

The Customer is responsible for:

• Owning or being authorised to use the connected business account and telephone number.
• Complying with the WhatsApp Business Terms and applicable policies.
• Obtaining required consent or another lawful basis before sending messages.
• Following applicable requirements for message templates and marketing communications.
• Respecting opt-outs and communication preferences.
• Maintaining accurate customer-facing business information.
• Ensuring that its messages, templates, files and automations are lawful.
• Paying any applicable third-party messaging or platform charges.

WhatsApp and Meta may change their services, policies, pricing, availability and technical requirements independently of Avellio.

Avellio does not control and is not responsible for decisions made by Meta or WhatsApp, including:

• Message delivery.
• Template approval or rejection.
• Account restrictions.
• Number restrictions.
• Platform outages.
• Changes to pricing or message categories.
• Suspension or termination of a WhatsApp Business Account.

Avellio will provide reasonable technical assistance where an issue concerns the Avellio integration, but we cannot guarantee that a third-party account, telephone number, message template or message will be approved or remain available.

The Customer’s use of WhatsApp is also governed by the current WhatsApp Business Terms (opens in a new tab) and applicable policies.

Avellio and Avellio Connect are independent from Meta and WhatsApp. Nothing in these terms suggests sponsorship or endorsement by Meta or WhatsApp.

12. Customer Data

As between Avellio and the Customer, the Customer retains its rights in Customer Data.

The Customer gives Avellio a limited right to host, copy, transmit, display, organise, back up and otherwise process Customer Data only as reasonably necessary to:

• Provide the Service.
• Follow the Customer’s documented instructions.
• Maintain security and prevent abuse.
• Provide support.
• Comply with applicable law.

The Customer confirms that it has all rights, permissions and lawful bases necessary to provide Customer Data to Avellio and instruct us to process it.

Avellio does not acquire ownership of Customer Data.

Avellio does not sell Customer Data or use customer-controlled message content for unrelated advertising.

13. Data protection

Each party must comply with the data-protection laws applicable to its activities.

Where Avellio processes personal data on the Customer’s behalf:

• The Customer normally acts as controller.
• Avellio normally acts as processor.
• Avellio will process personal data only on documented instructions, except where the law requires otherwise.
• Authorised personnel will be subject to confidentiality obligations.
• Avellio will maintain appropriate technical and organisational security measures.
• Avellio will assist the Customer with relevant data-subject requests and legal obligations where required.
• Avellio may use subprocessors subject to appropriate protections.
• Avellio will delete or return information following termination in accordance with the agreement and applicable law.

Additional processor terms may be contained in a separate Data Processing Agreement, which will form part of the contract where applicable.

Our collection and use of personal information is explained in our Privacy Policy.

Deletion requests are explained on our Data Deletion page.

14. Confidentiality

Each party may receive confidential information belonging to the other.

The receiving party must:

• Use confidential information only to perform or receive the Service.
• Protect it using reasonable care.
• Disclose it only to people who need it and are subject to suitable confidentiality duties.
• Not disclose it to another person without permission unless legally required.

Confidential information does not include information that:

• Is lawfully public through no breach of these terms.
• Was lawfully known before disclosure.
• Is received lawfully from another source without confidentiality restrictions.
• Is developed independently without using the other party’s confidential information.

A party required by law to disclose confidential information should provide reasonable advance notice where legally permitted.

15. Security

Avellio will maintain appropriate technical and organisational measures designed to protect Customer Data against accidental or unlawful loss, alteration, disclosure or access.

Customers remain responsible for:

• Their devices and networks.
• User permissions.
• Account-security settings.
• Secure use of integrations.
• The actions of their Authorised Users.
• Promptly reporting suspected compromise.

No internet-based service can guarantee absolute security.

The Customer must contact Avellio promptly at hello@avellio.com if it suspects unauthorised access to its account.

16. Automated and AI-assisted features

Avellio software may include automated workflows, classification, routing, summaries or suggested responses.

Unless expressly agreed otherwise:

• Outputs are provided to assist Authorised Users.
• Outputs may be incomplete or inaccurate.
• Customers must review outputs before relying on or sending them.
• Customers must not use outputs as the sole basis for decisions producing legal or similarly significant effects on individuals.
• Customers remain responsible for communications and decisions made using the Service.

Avellio does not guarantee that an automated or AI-assisted output will be accurate, complete or suitable for a particular purpose.

17. Third-party services

The Service may connect to or rely on third-party services, including communications platforms, hosting providers, authentication services and customer-selected integrations.

Third-party services are governed by their own terms and privacy policies.

Avellio is not responsible for:

• A third party changing or discontinuing its service.
• A Customer’s separate agreement with a third party.
• Customer Data processed independently by a third party.
• Failures caused entirely by a third-party service outside Avellio’s reasonable control.

We may replace a technical provider where reasonably necessary to maintain, secure or improve the Service.

18. Intellectual property

Avellio and its licensors own all rights in:

• The Service.
• Software, source code and object code.
• Interfaces and visual designs.
• Documentation.
• Avellio names, logos and branding.
• Product improvements and updates.

Except for the limited right to use the Service under these terms, no intellectual-property rights are transferred to the Customer.

The Customer must not remove copyright, trademark or ownership notices from the Service.

If the Customer provides feedback or suggestions, Avellio may use them to improve its products without restriction or payment, provided this does not give Avellio ownership of the Customer’s confidential information or Customer Data.

19. Availability and support

Avellio will use reasonable care and skill in providing the Service.

We do not guarantee that the Service will:

• Always be available without interruption.
• Be entirely free from errors.
• Meet every Customer requirement.
• Prevent every security incident.
• Remain compatible with every third-party service or device.

Temporary interruption may occur because of maintenance, security work, internet failures, third-party outages or circumstances outside our reasonable control.

Any specific service level, support response time or availability commitment applies only where set out in an Order or separate written agreement.

20. Suspension

Avellio may suspend all or part of the Service where reasonably necessary because:

• Charges are overdue.
• The Customer has materially breached these terms.
• Use creates a security or legal risk.
• We reasonably suspect fraud, unlawful messaging or unauthorised access.
• A third-party provider restricts a connected account.
• Suspension is required by law or a regulator.
• Emergency maintenance is required.

Where practicable, we will notify the Customer and provide a reasonable opportunity to resolve the issue.

We may act without advance notice where immediate action is reasonably necessary to protect people, data, systems or legal compliance.

Suspension does not remove the Customer’s obligation to pay undisputed charges already due.

21. Termination

Either party may terminate in accordance with the applicable Order.

A party may terminate immediately by written notice if the other party:

• Commits a material breach that cannot be remedied.
• Fails to remedy a remediable material breach within 30 days of receiving written notice.
• Becomes insolvent, ceases trading or enters an analogous insolvency process, subject to applicable law.

Avellio may terminate or close an unpaid, expired or inactive account after reasonable notice.

On termination:

• The Customer’s right to access the Service ends.
• Outstanding charges become payable.
• Each party must stop using the other’s confidential information except where retention is legally permitted.
• Customer Data will be handled under section 22.
• Clauses intended to continue after termination will remain effective.

22. Export and deletion following termination

Where available, the Customer should export required Customer Data before its account closes.

The Customer may request reasonable assistance with an available export before termination. Additional work may be chargeable where it falls outside standard functionality.

Unless law or a written agreement requires otherwise:

• Customer Data will ordinarily be removed from active systems within 30 days after account termination.
• Residual copies may remain in protected backups for up to 90 days.
• Backup information will remain protected and will not be returned to ordinary use except where required for recovery or security.
• Avellio may retain billing, tax, fraud-prevention, security or legal records where necessary.

Further information is available on our Data Deletion page.

23. Warranties and disclaimers

Each party confirms that it has authority to enter into the agreement.

Avellio warrants that it will provide paid Services with reasonable care and skill.

Except as expressly stated in the agreement and to the fullest extent permitted by law:

• The Service is provided on an “as available” basis.
• Avellio does not guarantee uninterrupted or error-free operation.
• Avellio does not guarantee any particular commercial, recruitment, sales or customer-service result.
• Avellio does not warrant that third-party services will remain available.
• Implied conditions, warranties and representations are excluded where legally permitted.

Nothing in these terms affects obligations or rights that cannot lawfully be excluded.

24. Liability

Nothing in these terms excludes or limits liability for:

• Death or personal injury caused by negligence.
• Fraud or fraudulent misrepresentation.
• A breach of obligations that cannot legally be limited or excluded.
• Any other liability that the law does not permit a party to exclude.

Subject to the paragraph above, neither party will be liable for indirect or consequential loss.

Avellio will not be liable for loss of profit, revenue, anticipated savings, business opportunity, goodwill or reputation where that loss was not reasonably foreseeable when the agreement was made.

Avellio will not be responsible for loss caused by:

• The Customer’s unlawful or unauthorised use.
• Inaccurate Customer Data.
• Customer-configured messages, workflows or automations.
• A Customer’s failure to maintain account security.
• A decision, restriction, outage or change made by a third-party platform.
• Circumstances outside Avellio’s reasonable control.

Subject to the exclusions above, Avellio’s total aggregate liability arising from the Service during any 12-month period will not exceed the total charges paid or payable by the Customer for the affected Service during the 12 months preceding the event giving rise to the claim.

If the Customer has used only a free Service, Avellio’s total aggregate liability will not exceed £100.

Each limitation applies only to the extent permitted by law and must be interpreted in accordance with the reasonableness requirements applying to business contracts.

25. Customer responsibility for claims

The Customer is responsible for losses, claims, regulatory action and reasonable costs arising directly from:

• Customer Data the Customer had no right to use.
• Unlawful or unsolicited communications sent through its account.
• A material breach of the acceptable-use requirements.
• Infringement caused by content, instructions or materials supplied by the Customer.
• The Customer’s breach of applicable messaging, privacy or marketing laws.

This section will not apply to the extent that the matter was caused by Avellio’s breach, negligence or unlawful conduct.

The affected party must take reasonable steps to reduce avoidable loss.

26. Changes to these terms

Avellio may update these terms to reflect:

• Changes to the Service.
• New legal or regulatory requirements.
• Security requirements.
• Changes to third-party platforms.
• Reasonable changes to our business operations.

The latest version will be published on this page with an updated date.

Where a change materially affects an existing paid Customer, we will provide reasonable notice before it takes effect where practicable.

If a material change has a significant adverse effect on an existing paid subscription, the Customer may contact us before the effective date to discuss the change or terminate the affected Service where required by the applicable Order or law.

27. Communications and notices

Operational communications, security notices and account information may be sent to the email address associated with the Customer’s account.

The Customer must keep its contact details current.

Formal notices concerning breach or termination should be sent:

To Avellio: hello@avellio.com

To the Customer: to the account owner’s most recently supplied email address.

Email notices are treated as received on the next business day after sending, provided the sender does not receive a delivery-failure notification.

28. Events outside reasonable control

Neither party will be liable for delay or failure caused by circumstances outside its reasonable control, including:

• Internet or telecommunications failure.
• Widespread cloud-service outages.
• Third-party platform outages.
• Cyberattacks that could not reasonably have been prevented.
• Natural disasters.
• War, terrorism or civil disorder.
• Government action.
• Industrial disputes.
• Utility failure.

The affected party must take reasonable steps to limit the impact and resume performance.

This section does not excuse payment obligations that arose before the event.

29. Assignment

The Customer may not transfer its agreement or account to another person without Avellio’s written consent.

Avellio may transfer the agreement as part of a genuine sale, restructuring or transfer of its business or relevant assets, provided this does not materially reduce the Customer’s contractual rights.

30. Entire agreement

These terms, the applicable Order, the Privacy Policy, any applicable Data Processing Agreement and any expressly incorporated documents form the entire agreement concerning the Service.

The parties do not rely on statements not contained in those documents, except that nothing excludes liability for fraud or fraudulent misrepresentation.

31. Severability, waiver and third-party rights

If part of the agreement is found to be invalid or unenforceable, the remaining provisions will continue in effect.

A delay in enforcing a right does not waive that right.

Unless expressly stated otherwise, a person who is not a party to the agreement has no right to enforce it under the Contracts (Rights of Third Parties) Act 1999.

32. Governing law and courts

These terms and any non-contractual dispute arising from them are governed by the laws of England and Wales.

The courts of England and Wales will have exclusive jurisdiction, unless applicable law requires otherwise.

33. Contact Avellio

Questions about these terms can be sent to: