AI Receptionist Services Agreement

1. Services

Provider will configure, deploy, and maintain an AI-powered telephone answering system (the "Service") for Client's business, including:

• Configuration of automated call handling flows based on information supplied by Client
• Answering of inbound calls to the number(s) designated by Client
• Capture of caller information and call summaries
• Delivery of messages and call records to Client by the agreed method
• Appointment booking into Client's designated calendar
• Transfer or escalation of calls to designated human contacts
• Ongoing hosting, monitoring, and maintenance of the configured system

Anything not listed above is out of scope. Additional work may be quoted separately.

2. Fees

2.1 Setup Fee. Client will pay a one-time setup fee as shown on the Pricing page at the time of purchase, upon execution of this Agreement. The setup fee is non-refundable once configuration work has begun, except as set out in Section 4.4.

2.2 Monthly Fee. Client will pay the recurring monthly fee shown on the Pricing page at the time of purchase for the ongoing Service.

2.3 Commencement of Monthly Billing. Monthly fees begin on the date the Service goes live, or fourteen (14) days after payment of the setup fee, whichever is earlier. If go-live is delayed by Client's failure to provide the onboarding materials or access requested during setup, monthly billing begins on the fourteenth (14th) day regardless of live status. If go-live is delayed by Provider, monthly billing is deferred until the Service is live.

2.4 Payment Method. Client will maintain a valid payment method on file. Monthly fees are charged automatically on the same day each month, beginning on the date determined under Section 2.3.

2.5 Failed Payments. If a payment fails, Provider will notify Client and may retry the charge. If payment remains outstanding more than ten (10) days after the due date, Provider may suspend the Service until the account is current. Provider will give Client at least three (3) days' notice before suspending.

2.6 Taxes. Fees are exclusive of applicable sales, use, HST, or similar taxes, which are Client's responsibility.

2.7 Price Changes. Provider may change the monthly fee on sixty (60) days' written notice. If Client does not accept the change, Client may terminate under Section 4.2 before the new rate takes effect.

3. Client Responsibilities

3.1 Onboarding Materials. Client will provide the materials and access requested during onboarding promptly after signing. Provider cannot begin or complete configuration without them.

3.2 Accuracy. Client is responsible for the accuracy of the business information, scripts, pricing, hours, policies, and FAQ content it supplies. Provider configures the Service to reflect what Client provides and is not responsible for errors originating in Client's materials.

3.3 Caller Notice and Consent. Client acknowledges that the Service records and/or transcribes calls made to Client's business. Client is solely responsible for ensuring that the recording of those calls complies with all applicable laws in every jurisdiction from which its callers may call, including any requirement to obtain the consent of all parties. Provider will configure the Service to play a recording disclosure at the start of each call; Client must not request, and Provider will not implement, any configuration that disables or obscures that disclosure.

3.4 AI Disclosure. The Service identifies itself to callers as an automated system. Client will not request configuration that represents the Service as a human being.

3.5 Lawful Use. Client will not use the Service for unsolicited outbound calling, telemarketing, or any purpose that violates telecommunications, privacy, or consumer protection law.

3.6 Designated Contact. Client will maintain a current contact for operational matters and will respond to Provider's requests regarding the Service within a reasonable time.

4. Term and Termination

4.1 Term. This Agreement begins on the date of purchase and continues on a month-to-month basis until terminated.

4.2 Termination by Client. Client may terminate at any time on thirty (30) days' written notice. Client remains responsible for fees through the end of the notice period. Fees already paid are not refunded on a pro-rata basis.

4.3 Termination by Provider. Provider may terminate on thirty (30) days' written notice, or immediately if Client breaches Sections 3.3, 3.4, or 3.5.

4.4 Termination Before Go-Live. If Provider is unable to deliver a working Service and terminates before go-live, Provider will refund the setup fee less reasonable documented work performed. If Client terminates before go-live for reasons other than Provider's failure, the setup fee is non-refundable.

4.5 Effect of Termination. On termination, Provider will disable the Service, release or assist in porting any telephone number Provider procured on Client's behalf where technically possible, and deliver Client's call data in a commercially reasonable format if requested within thirty (30) days. After sixty (60) days, Provider may delete Client Data in accordance with Section 6.4.

5. Ownership

5.1 Provider Property. Provider retains all rights in its software, platform, tooling, prompt engineering, methodologies, and any general improvements developed in the course of providing the Service. Nothing in this Agreement transfers ownership of these to Client.

5.2 Client Property. Client retains all rights in its business information, brand, scripts, customer lists, and Client Data as defined in Section 6.1.

5.3 License. Provider grants Client a non-exclusive, non-transferable right to use the Service during the Term. Client grants Provider a license to use Client's materials solely to configure and operate the Service.

6. Data and Privacy

6.1 Client Data. "Client Data" means call recordings, transcripts, caller phone numbers, messages, appointment details, and any other information collected by the Service in the course of answering Client's calls.

6.2 Roles. As between the parties, Client is responsible for determining the purposes for which Client Data is collected and used. Provider processes Client Data solely to provide the Service and on Client's instructions, and will not sell Client Data or use it to market to Client's callers.

6.3 Subprocessors. Provider uses third-party telephony, speech, and AI vendors to operate the Service. A current list is available on request. Provider remains responsible for its subprocessors' handling of Client Data.

6.4 Retention. Provider retains call recordings and transcripts for 30 days by default, after which they are deleted. Client may request a different retention period in writing, subject to technical feasibility.

6.5 Security. Provider will maintain commercially reasonable administrative, technical, and physical safeguards appropriate to the sensitivity of Client Data.

6.6 Breach Notification. Provider will notify Client without undue delay, and in any event within seventy-two (72) hours, of becoming aware of a security breach affecting Client Data.

6.7 Cross-Border Processing. Client acknowledges that Client Data may be processed on servers located outside Canada, including in the United States, and may be subject to the laws of those jurisdictions.

6.8 Sensitive Information. The Service is not configured to receive payment card data, health information subject to HIPAA or PHIPA, or other regulated categories of sensitive data unless separately agreed in writing. Client will not configure call flows that solicit such information.

7. Service Limitations

7.1 Not an Emergency Service. The Service is not an emergency response system and cannot contact emergency services. Client will ensure its published emergency contact information does not route to the Service, and acknowledges Provider has no liability arising from a caller's attempt to use the Service for an emergency.

7.2 AI Limitations. The Service uses artificial intelligence and will not be correct in every instance. It may misunderstand callers, transcribe inaccurately, or produce responses that do not match Client's intent. Client is responsible for reviewing call summaries and messages and for any business decision made in reliance on them.

7.3 Availability. Provider will use commercially reasonable efforts to maintain availability but does not guarantee uninterrupted service. Outages caused by Client's telephony provider, Client's own systems, or upstream vendors are outside Provider's control.

7.4 No Guarantee of Results. Provider makes no representation regarding call volume, conversion, bookings, or revenue.

8. Confidentiality

Each party will keep the other's non-public business information confidential and use it only for purposes of this Agreement. This obligation survives termination for three (3) years and does not apply to information that is public, independently developed, or required to be disclosed by law.

9. Warranties and Disclaimer

Provider warrants it will perform the Service in a professional and workmanlike manner. EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

10. Limitation of Liability

PROVIDER'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO PROVIDER IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST BUSINESS, OR MISSED OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY.

These limits do not apply to Client's payment obligations, either party's breach of Section 8, or Client's indemnity obligations under Section 11.

11. Indemnification

Client will defend, indemnify, and hold harmless Provider from any claim, loss, or liability arising from: (a) Client's failure to obtain caller consent as required by Section 3.3; (b) inaccuracy of materials Client supplied; (c) Client's use of the Service in violation of Section 3.5; or (d) Client's violation of applicable privacy or telecommunications law.

12. General

12.1 Independent Contractor. Provider is an independent contractor, not an employee, partner, or agent of Client.

12.2 Governing Law. This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The parties submit to the exclusive jurisdiction of the courts of Ontario.

12.3 Assignment. Neither party may assign this Agreement without the other's written consent, except in connection with a merger or sale of substantially all assets.

12.4 Notices. Notices must be in writing and sent to the email addresses on file. Email notice is effective on the business day after sending.

12.5 Entire Agreement. This Agreement is the entire agreement between the parties and supersedes all prior discussions. Any conflicting terms on a checkout page, invoice, or purchase order do not apply.

12.6 Amendment. Amendments must be in writing and signed by both parties, except price changes made under Section 2.7.

12.7 Severability. If any provision is held unenforceable, the rest remains in effect.

12.8 Survival. Sections 5, 6, 8, 9, 10, 11, and 12 survive termination.

Schedule A — Onboarding Requirements

To configure the Service, Provider will ask Client to provide:

Business information

• Legal and operating business name
• Business hours, including holiday closures
• Service area
• Services offered and pricing to be quoted (or instruction not to quote)

Call handling

• Greeting preference
• Top 10–15 questions callers ask, with the answers you want given
• What the system should do when it cannot answer
• Escalation contacts and the conditions for transferring to a human
• After-hours handling
• Anything the system must never say or promise

Technical

• Phone number(s) to be answered, and confirmation of authority to forward or port
• Calendar or CRM access, if booking is in scope
• Destination for messages and call summaries (email, SMS, CRM)

The 14-day period in Section 2.3 runs from payment of the setup fee, not from delivery of these items.

Contact

Questions about this Agreement can be sent to hello@firstring.com.