Invoice Terms & Conditions.

Unless otherwise stated on the invoice, invoices are due on receipt and payable within fourteen (14) days. Where an invoice states a different due date or schedule, that schedule controls.

We accept ACH transfer, wire transfer, and credit or debit card payments processed through QuickBooks Payments or another platform we designate. Credit card processing fees may be added to the invoice or absorbed by us at our discretion.

Amounts not paid within thirty (30) days of the invoice due date accrue interest at the rate of 1.5% per month, or the maximum rate permitted by law, whichever is lower. We may, at our discretion and after written notice, suspend Services until past-due amounts are paid in full. Suspension does not relieve you of payment obligations or extend deadlines.

A handling fee of $35 applies to any payment that is reversed, charged back, or otherwise returned for any reason.

All amounts are in U.S. dollars unless otherwise stated on the invoice. Foreign exchange and transfer fees are your responsibility.

If you dispute any portion of an invoice, you must notify us in writing within ten (10) business days of the invoice date. Undisputed portions remain payable on schedule. We will work with you in good faith to resolve disputed amounts within fifteen (15) business days.

All AI Avatar Agent tiers — Receptionist, Sales Rep, and Account Manager — include 24/7 inbound voice handling with unlimited inbound voice minutes for normal business use. Sustained usage exceeding 2,000 inbound minutes per month for three consecutive months may trigger an upgrade conversation. We do not throttle, suspend, or surcharge without first reaching out in writing and offering a clear path forward. Proactive outbound calling (the win-backs, reminders, and follow-up campaigns available at the Account Manager tier, and any cold-calling or automated outbound dialing) is governed by separate scope and is subject to TCPA, PIPEDA, and applicable communications law.

Setup fees, onboarding fees, discovery-sprint fees, and any other one-time fees are non-refundable once work has begun. “Work has begun” means we have started any preparatory activity attributable to your engagement, including research, configuration, account provisioning, content drafting, or briefing of personnel.

All Services are sold under a twelve (12) month initial engagement term unless the applicable SOW specifies otherwise. The engagement does not auto-renew; continuing past Month 12 requires a new written agreement. During the initial term, recurring fees are due each month for the full duration of the term. Early termination is permitted at any point upon thirty (30) days’ written notice and payment of a buyout fee equal to fifty percent (50%) of the recurring fees that would have been due for the remaining months of the term. Onboarding and setup fees are subject to a 30-day satisfaction guarantee: if the build is not deployed and operating within thirty (30) days of onboarding kickoff, the onboarding fee is fully refundable on written request, no monthly fees apply, and the engagement terminates cleanly.

Custom development, completed deliverables, published content, and any work that has been delivered or deployed are non-refundable. This includes blog articles posted, websites launched, AI Avatar Agents deployed, emails sent, and reports issued.

Where a refund is due, it will be processed within fourteen (14) business days to the original payment method. We do not issue refunds in cash or to a different recipient.

The Services are limited to what is described on the invoice. Any expansion of scope — additional features, additional content volume, additional languages, additional integrations, additional users, additional revisions — is out of scope unless explicitly stated on the invoice.

Unless otherwise stated on the invoice, deliverables include up to two (2) rounds of revisions. Revisions must be requested within ten (10) business days of delivery and consolidated into a single feedback document per round. Additional revisions are billed at our then-current hourly rate.

We will not perform out-of-scope work without a separate invoice or written amendment. We may, at our discretion, perform small accommodations at no charge, but doing so does not create an obligation to do so again, nor does it expand the scope of the current engagement.

You agree to provide brand assets, product information, access credentials, and feedback in a timely manner. Delays in your response that extend the engagement timeline do not entitle you to a refund or extension of paid recurring periods.

You retain ownership of brand assets, trademarks, product information, customer lists, and other materials you provide to us. You grant us a non-exclusive license to use those materials for the purpose of delivering the Services.

We retain ownership of our software, models, infrastructure, prompt libraries, content templates, analytical methods, training methodologies, and any improvements or derivative works thereof, whether or not developed in connection with your engagement. You receive a non-exclusive, non-transferable license to use deliverables produced for you, for your internal business purposes.

If your Services include the operation of an AI Avatar Agent, the data rights described in our Master Services Agreement (specifically MSA §8) apply to that engagement, regardless of whether a separate MSA has been signed between us. In summary:

• You receive a perpetual, royalty-free license to use Conversational Data from Agents deployed on your properties for your internal business analytics and operations;
• We retain a perpetual, irrevocable, worldwide license to collect, anonymize, aggregate, and commercially use Conversational Data, including the right to license Anonymized Data and Aggregated Data to third parties;
• Anonymized and Aggregated Data do not identify you or your end-users and are not Client Confidential Information.

For the full data-rights language, see our Master Services Agreement, §8.

Any feedback, suggestions, or ideas you provide regarding our platform or methods may be used by us without restriction or obligation to you.

We warrant that the Services will be performed in a professional and workmanlike manner consistent with industry standards. Your exclusive remedy for breach of this warranty is re-performance of the deficient Service.

EXCEPT AS EXPRESSLY STATED, THE SERVICES AND ALL DELIVERABLES ARE PROVIDED “AS IS.” WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT ANY SPECIFIC SALES, CONVERSION, RANKING, TRAFFIC, OR REVENUE OUTCOME.

EXCEPT FOR (A) BREACHES OF CONFIDENTIALITY, (B) WILLFUL MISCONDUCT, AND (C) AMOUNTS YOU OWE US, OUR TOTAL LIABILITY ARISING OUT OF OR RELATING TO ANY INVOICE OR THESE TERMS WILL NOT EXCEED THE AMOUNTS YOU HAVE PAID US UNDER THE APPLICABLE INVOICE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

IN NO EVENT WILL WE BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY.

Either party may terminate the engagement by giving the other party at least thirty (30) days’ written notice. Recurring Services continue, and remain payable, through the end of the current paid billing cycle.

Either party may terminate immediately if the other party materially breaches these Terms and fails to cure the breach within ten (10) business days of written notice. Non-payment of an undisputed invoice past thirty (30) days is a material breach.

Sections 3 (Payment), 4 (Taxes), 7 (IP and Data Rights), 8 (Confidentiality), 9.2 (Disclaimer), 10 (Limitation of Liability), 13 (Governing Law), and 14 (Relationship with MSA) survive termination.