Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client", "you", or "your") and DeskAgent ("we", "us", or "our"), a company incorporated in Ontario, Canada.

By accessing our website, creating an account, or using any of our services, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree, you must not use our services.

If you are accepting these Terms on behalf of a business or organisation, you represent that you have the authority to bind that entity to these Terms.

DeskAgent provides AI-powered voice assistant technology designed to help small and medium-sized businesses manage inbound calls, book appointments, answer common questions, and automate customer communications ("Services").

Our Services include, but are not limited to:

• 24/7 AI voice reception and call handling
• Automated appointment booking and calendar integration
• Multilingual caller support
• Automated reminders and follow-up communications
• CRM, calendar, and custom API integrations
• A client dashboard for configuration, analytics, and call management

We reserve the right to modify, suspend, or discontinue any feature of the Services at any time, with reasonable notice where practicable.

To use our Services, you must:

• Be at least 18 years of age.
• Be a registered business or act on behalf of a registered business entity.
• Have the legal authority to enter into binding contracts in your jurisdiction.
• Not be located in a jurisdiction subject to Canadian or international trade sanctions.

We reserve the right to refuse service to any individual or entity at our sole discretion.

To access the platform, you must create an account by providing accurate, complete, and current information. You agree to:

• Maintain the accuracy of your account information and update it promptly if it changes.
• Keep your login credentials confidential and not share them with unauthorised parties.
• Notify us immediately if you suspect any unauthorised access to your account.
• Accept full responsibility for all activity that occurs under your account.

We reserve the right to suspend or terminate accounts that contain false or misleading information.

DeskAgent is offered on a subscription basis with a one-time setup fee. By subscribing, you agree to the following billing terms:

One-Time Setup Fee

Subscription Plans

Payment Terms

• The one-time setup fee is due in full prior to the commencement of any build or integration work.
• Recurring subscription fees are billed in advance at the start of each billing cycle.
• All fees are in Canadian Dollars (CAD) unless otherwise stated.
• Applicable taxes, including HST/GST, will be added to your invoice.
• Failed payments may result in service suspension after a 7-day grace period.

Refunds & Cancellations

• The one-time setup fee is strictly non-refundable once onboarding work has commenced.
• Monthly subscriptions may be cancelled at any time; access continues until the end of the current billing period.
• Annual subscriptions are non-refundable once the billing period has started, except where required by law.

You agree to use DeskAgent only for lawful business purposes and in compliance with all applicable laws and regulations. The following uses are strictly prohibited:

• Using the Services to make unsolicited, deceptive, or harassing calls.
• Impersonating any person, business, or government entity without authorisation.
• Using the Services to collect personal data without proper disclosure or consent from callers.
• Attempting to reverse-engineer, decompile, or extract the source code of our AI models or platform.
• Interfering with or disrupting the integrity or performance of the Services or related infrastructure.
• Using the Services in connection with any illegal activity.
• Reselling or sublicensing access to the Services without our prior written consent.

Violation of this policy may result in immediate suspension or termination of your account without refund, and may be reported to relevant authorities.

All intellectual property rights in the DeskAgent platform, AI models, software, branding, and documentation are owned by or licensed to DeskAgent. Nothing in these Terms transfers any ownership rights to you.

We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Services solely for your internal business purposes during the term of your subscription.

Your Content

You retain ownership of all data, scripts, business information, and content you provide to configure your AI assistant ("Client Content"). By providing Client Content, you grant us a limited licence to use it solely to deliver and improve the Services for your account.

Your use of the Services is also governed by our Privacy Policy, which is incorporated into these Terms by reference.

• We act as a data processor for personal information collected through your AI assistant on behalf of your callers.
• We implement industry-standard security measures to protect all data stored on our platform.
• We will not access your client data except as necessary to provide support, maintain the platform, or comply with legal obligations.
• Upon termination of your account, your data will be retained for 30 days and then securely deleted, unless you request earlier deletion.

You are solely responsible for ensuring that your use of DeskAgent's voice services complies with all applicable telecommunications, privacy, and consumer protection laws in your jurisdiction.

• Canada's Anti-Spam Legislation (CASL) and applicable CRTC regulations.
• Provincial privacy laws, including Ontario's PHIPA for healthcare clients.
• The US Telephone Consumer Protection Act (TCPA) if serving US-based callers.
• Any obligation to disclose to callers that they are interacting with an AI system.

We target a platform uptime of 99.9% measured monthly, excluding scheduled maintenance windows. We will provide at least 48 hours' notice for planned maintenance that may affect service availability.

• Scheduled maintenance is typically performed during off-peak hours.
• In the event of unplanned outages, we will communicate status updates via our status page and email.
• Service credits may be issued for downtime exceeding our SLA targets, as outlined in your subscription agreement.

We are not responsible for service interruptions caused by factors outside our reasonable control, including third-party network failures, force majeure events, or actions of your telephony provider.

The Services are provided "as is" and "as available" without warranties of any kind, express or implied, to the fullest extent permitted by applicable law.

• The Services will be uninterrupted, error-free, or completely secure.
• The AI assistant will achieve any specific business outcome or conversion rate.
• The AI will be 100% accurate in all call handling scenarios.

AI-generated responses are probabilistic in nature. You are responsible for reviewing and configuring your AI assistant's scripts and responses to ensure they meet your business standards.

To the maximum extent permitted by applicable law, DeskAgent's total cumulative liability to you for any claims arising out of or related to these Terms or the Services shall not exceed the total fees paid by you in the 3 months preceding the claim.

In no event shall DeskAgent be liable for any:

• Indirect, incidental, special, consequential, or punitive damages.
• Loss of profits, revenue, data, goodwill, or business opportunities.
• Damages resulting from your failure to comply with applicable laws or regulations.
• Damages caused by third-party services, integrations, or infrastructure failures.

Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability. In such cases, our liability will be limited to the greatest extent permitted by law.

You agree to indemnify, defend, and hold harmless DeskAgent and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable legal fees, arising out of or related to:

• Your use of the Services in violation of these Terms or applicable law.
• Your failure to obtain required consents from callers or to comply with telecommunications regulations.
• Any content, scripts, or configurations you provide that infringe third-party rights.
• Any dispute between you and your customers arising from your use of the Services.

Termination by You

You may cancel your subscription at any time through your account dashboard. Cancellation takes effect at the end of the current billing period. You will retain access to the Services until that date.

Termination by Us

We may suspend or terminate your account immediately, with or without notice, if:

• You materially breach these Terms and fail to remedy the breach within 7 days of notice.
• You engage in fraudulent, abusive, or illegal activity using our Services.
• Payment is overdue by more than 14 days after the grace period.
• We are required to do so by law or regulatory authority.

Effect of Termination

Upon termination, your right to access the Services ceases immediately. Your data will be retained for 30 days and then permanently deleted. Sections 7, 11, 12, 13, and 15 of these Terms survive termination.

These Terms are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

Any dispute arising out of or relating to these Terms or the Services shall first be attempted to be resolved through good-faith negotiation. If unresolved within 30 days, disputes shall be submitted to binding arbitration in Toronto, Ontario, under the rules of the ADR Institute of Canada, unless you are entitled to bring a claim in small claims court.

You agree that any claim must be brought in your individual capacity and not as a plaintiff or class member in any class action proceeding.

We may update these Terms from time to time. When we make material changes, we will:

• Update the "Last Updated" date at the top of this page.
• Notify you by email at least 14 days before the changes take effect.
• Display a prominent notice on the platform for at least 30 days.

Your continued use of the Services after the effective date of any changes constitutes your acceptance of the revised Terms. If you do not agree, you may cancel your subscription before the changes take effect.

If you have any questions about these Terms or need legal clarification, please contact our team.