Terms of Service

1. Who we are and what this covers

Valistix Inc. ("Valistix", "we", "us"). These Terms of Service ("Terms") govern every service we provide to a business client ("you"). They apply together with your signed Order Form, our Refund Policy, and our Privacy Policy. Together those four documents are the whole agreement between us. If an Order Form and these Terms say different things, the Order Form wins for that client.

Our services are sold to businesses, not to consumers. By signing an Order Form, paying an invoice, or using a service, you confirm that you are acting for a business and that the person signing has authority to bind it. We do not currently offer services to businesses located in Quebec.

How you accept

Your business accepts these Terms, the Refund Policy, and the Privacy Policy, in the version named on your Order Form (or, if none is named, the version in force that day), when you sign the Order Form, reply "I accept" to the email that carried it, pay the signing invoice or payment link for an Order Form we sent you, or use a service, whichever comes first. We start work only once an Order Form has been signed or accepted. If you pay a payment link before you have an Order Form, we send you one, with its Key terms box, before we start work; if you have not accepted it within 10 business days, we refund that payment in full and nothing further is owed.

Every Order Form has a short Key terms box. It points out, in plain words, the terms that matter most if something goes wrong: how fast we need answers, when kickoff and go-live are treated as happening, what is not refunded, overdue interest, and chargebacks. Although it sits on your Order Form, it summarises these Terms and does not change them; for each point, the full wording in these Terms applies. Please read it before you sign. Initialling or ticking it confirms you have read it.

2. What we provide

Your Order Form lists exactly what you bought. In general, our services are:

• AI receptionist plans (Front Desk, Growth Desk, Full Stack): a voice assistant that answers calls forwarded from your number, follows the script we build with you, books appointments, texts callers and you, and reports monthly. Each plan includes a monthly allowance of minutes; minutes beyond it are billed per minute.
• Follow-up, reviews, and reputation: automated text and email follow-up to your leads and customers, review requests, review replies, and care of your Google Business Profile.
• Websites: design, build, hosting, updates, and tracking.
• Local SEO: Google Business Profile optimization, citations, review generation, location and service pages, and monthly rank and traffic reporting.
• Ads management: planning, building, and managing Google and Meta campaigns in ad accounts that belong to you, or, where your Order Form says so, in Valistix's own ad account with a flat monthly ad budget billed by us (section 8).
• Automations: custom workflows built around how your business already runs.

We may improve, replace, or retire the tools we use to deliver a service, as long as the service you bought keeps doing what your Order Form describes.

3. Getting started

Kickoff is the call where we collect what the receptionist and follow-up need: your hours, services and price sheet, emergency instructions, who calls transfer to and when, calendar access, and the number you will forward. Timelines in these Terms and on our website run from kickoff, not from signing, because we cannot build without that information.

If no kickoff has been held by the 10th business day after you signed or accepted (section 1), and we have asked you twice in writing to book or rebook it, kickoff is treated as held on that 10th business day. If by then you have booked a call for a later date, we wait for it; if you miss that call, kickoff is treated as held 5 business days after it unless a rebooked call has been held by then. This is your deemed kickoff. We then build from what we have: your Order Form, your website, your Google Business Profile, and anything you have sent us.

Go-live is the day the receptionist starts answering your forwarded calls, the day a website launches, the day a campaign starts spending, or the day local SEO work begins (your first report follows 30 days later). Local SEO work begins on the day we send you your first audit and plan. We prepare it from public information, so it does not wait on your access; access we still need after that is handled under section 7. Your initial term starts at go-live.

Deemed go-live (receptionist and ads)

A receptionist or an ads campaign can need one last thing from you before it goes live, such as forwarding your number, access to a platform or page, or your approval. When we are ready and are waiting only on you, and we have asked you in writing twice over 10 business days, go-live is treated as happening on the 10th business day after the first written request we send once we are ready. That is your deemed go-live date. Your initial term, your billing date, and the 30-day window of the Thirty Days promise all run from it.

• Ready means: for the receptionist, it is built and tested on our line and we have sent you the number to forward to; for ads, the campaign and its creative are built by us (from your pages, your website, and whatever you have sent us) and need only your access, your approval, or your budget.
• Each request says what we need and why. The second request is sent at least 3 business days before the deemed go-live date and gives that date.
• On the deemed go-live date we email you your term start date, your next billing date, and, for a receptionist plan, the last day of your 30-day window. The deemed date is set by our two requests and does not depend on that email. If the email is late, the go-live date does not change, but your 30-day window runs to 30 days after the day we send it, if that is later.
• A deemed go-live sets your dates and billing. It is not your approval: we do not answer your calls with a script, or run an ad, that is still waiting on your approval.
• Forwarding, access, and approvals are examples, not a complete list.

More than one location

For every location on your first Order Form, go-live is the day the first location's forwarded calls are answered, or the deemed go-live date if that comes first, and every one of those locations is billed from that day. You can forward the lines in any order you like. A location added after you sign is billed from its own go-live day.

Billing date

Your billing date is the day of the month you go live. The first month's plan fee, charged when you sign, covers your first month from go-live; the next monthly charge is on your first billing date after that.

The same applies to local SEO, ads management, the marketing bundle, a flat ad budget, and add-ons: the first month is charged when you sign and runs from go-live or deemed go-live, and each month after that is charged in advance on your billing date.

Where one Order Form has more than one service, all of them are billed on one billing date: the day of the month the first of them goes live. A service that goes live later still gets a full first month from its own go-live; the days of that first month that fall after the next shared billing date are credited, pro rata, on that invoice. Each service's initial term runs from its own go-live.

Websites and custom automation

• Design starts on the day of the website kickoff call or the day we send you a first draft of the home page, whichever comes first. If you have not held the website kickoff within 10 business days of paying, and we have asked you twice in writing to book it, we build that first draft from your current website and Google Business Profile, and design starts on the day we send it.
• Content approval is the day you approve, in writing, the text, photos, and page list we will build from. The launch target on your Order Form (usually 14 business days) runs from content approval.
• Changes. Two rounds of changes on the design, and one round at final review, are included. Further changes, new pages, and new features are quoted separately.
• Final review. When every page on the agreed page list is built with your content in place, we send you a link to the complete site for final review. The second payment is then due within 7 calendar days (section 8). If you send no written list of specific changes within 10 business days, the site is treated as approved. It launches once it is paid for.
• Custom automation follows the same steps. Work on it starts on the day of its kickoff call or the day we send you its written build plan, whichever comes first. We deliver it for your review, and it is treated as accepted if you send no written list of specific problems within 10 business days.

You forward your existing number to a number we provide. You can remove the forwarding at any time from your phone provider. We never take ownership of your number.

4. Our promises

These are the only performance promises we make. Each has a defined trigger and a defined remedy, and the remedy is the whole of our liability for it.

Two rings

When our system is up, calls that reach our line are answered within two rings, every hour of the year. If our system is down or fails to answer forwarded calls, we credit your next invoice for the plan fee pro-rated to every hour it was, as shown in our call logs. Rings added by your own phone carrier before the call reaches us, forwarding that you have turned off, forwarding settings you chose or changed (such as how many rings your line waits before it forwards), hours when a service is paused under these Terms (for non-payment, a chargeback, or at your request), and outages of your carrier or of the public telephone network are outside this promise.

Seven days

Your receptionist is live within 7 business days of kickoff. If it is not, and the delay is on our side, we refund your setup fee in full. Delay caused by information, approvals, or forwarding we are waiting on from you does not count against the seven days. Kickoff includes a deemed kickoff (section 3). The seven days stop on the day we ask you in writing for something we need to finish the build that was not already given to us at kickoff, and start again on the day you give it to us. Waiting on your phone carrier, your booking or calendar provider, or anyone else working for you counts as waiting on you (section 7). The receptionist is live when it can answer your forwarded calls, even if texting is still waiting on carrier registration or a booking system is still waiting on access.

Thirty days

If within 30 days of go-live you decide the receptionist is not for you, tell us by email and we refund the first month's plan fee. The first month's plan fee includes every location on your first Order Form. The setup fee, add-ons, projects, and any minutes beyond your plan allowance are not refunded. Service ends on the day you ask, and the refund is issued within 10 business days. This applies once per client and only to receptionist plans. Go-live includes a deemed go-live (section 3). When go-live is deemed, we email you the last day of your 30-day window; if that email is late, the window runs to 30 days after the day we send it. Full details are in the Refund Policy.

Yours

Your phone number stays yours. Your call recordings, transcripts, customer data, website content, and the ad accounts opened in your name are yours, and the website files we build become yours once the website is paid in full. Until then, everything you gave us is yours and comes back on request. If you leave, we give you a full export within 14 days of asking (see section 10). Where ads run from Valistix's ad account (section 8), that account is ours; your pages and the lead list are yours at all times, and the creative and landing page we made for you pass to you once paid for.

5. The Lead Guarantee (ads management)

Where your Order Form includes a Lead Guarantee, the following applies.

• The target. Before you pay for ads management, we agree a guaranteed number of leads per month and write it on your Order Form, together with the minimum monthly ad spend it depends on, or, for ads bought from Valistix (section 8), the flat ad budget. The target is specific to your business, your market, and your spend.
• What counts as a lead. A tracked inbound phone call lasting more than 30 seconds, a form submission, or a booked appointment that came from the campaign, as recorded in our tracking, which you can see at any time. Your Order Form defines the lead precisely for your platform. A lead counts whether or not it becomes a customer. The same person within 30 days counts once.
• When it applies. From the campaign's second month of spending. The first month, counted from the day the campaign first spends, is the platform's learning period and is not covered. We count leads month by month from that day. Because ad platforms fluctuate, a short month is forgiven if the total for that month and the two months before it reaches three times the monthly target.
• Conditions. The guarantee holds only while: your ad spend stays at or above the minimum on your Order Form and is paid by you directly to the platform, or, for ads bought from Valistix, the flat ad budget is paid on time; you do not pause the campaigns or change them without our agreement; the landing page or website the campaign sends people to was built or approved by us; and your phone is answered, by us or by you (an unanswered tracked call still counts as a lead). The guarantee pauses, and the month does not count, while the ad platform suspends or restricts your account or campaign for reasons outside our control, or while a platform outage or policy change stops the campaign from running. For ads bought from Valistix, that includes a restriction on Valistix's ad account caused by your pages, by content you supplied, or by content you asked us to run after we advised you in writing that it risked a restriction; any other restriction on Valistix's ad account is on our side.
• Your part. A month is not covered if, for more than 3 business days in that month or in the last 10 business days of the month before, the campaign was waiting on something we reasonably needed from you and asked for in writing: account or page access, approval of creative we made, creative or information only you can supply, a landing-page change, or budget. Each request names the item and why the campaign needs it, and our email records show what we asked for and when (section 17). We tell you in writing by the 5th business day after a month ends if it is not covered and why; a month we have not told you about by then stays covered.
• The remedy. For any covered month in which we deliver fewer leads than the target, the following month's management fee is free, and we keep working to reach the target, up to two free months in a row. If we miss the target in two consecutive covered months, either of us may end the ads retainer with no further obligation; if neither of us does, billing resumes and the guarantee applies again once we have re-set the target with you in writing. A month that is not covered is not a miss, and it breaks a run of misses. Ad spend you pay to the platform, and a flat ad budget you pay to us, are never refunded by us. The setup fee is not refunded under this guarantee. What is free is our management fee; ad spend, a flat ad budget, hosting, and third-party tools are not.

This is the only results guarantee we offer. It is free work, not a payment, and it is our whole liability for campaign performance.

6. What we do not promise

• We do not promise revenue, sales, customers, return on investment, search rankings, review counts, or any business outcome, except as written in sections 4 and 5.
• The receptionist is an AI assistant. It follows your script and it is good, but it can misunderstand a caller, mishear a name, or make a mistake. It identifies itself as a virtual assistant when asked and in its greeting. You review the call summaries we send you and remain responsible for your business decisions.
• Our services are not an emergency service. The receptionist tells callers with a life-safety emergency to hang up and call emergency services. It cannot dispatch police, fire, or ambulance.
• We rely on telephone carriers, text-messaging networks, and third-party platforms (section 11). We are not responsible for their outages, carrier filtering of text messages, or changes to their rules.
• Search engines and ad platforms change their systems without notice. We adapt, but we do not control them.
• Dates other than the Seven Days promise, such as a website launch target, an ads launch date, or a first report, are dates we plan our work to meet, without a refund attached. They run from the day we have what we need from you, they stop while we are waiting on you (section 7), and missing one because we were waiting on you is not a breach.

7. Your responsibilities

• Accurate information. Everything you give us for the script, the website, the listings, and the campaigns must be true and current: prices, licences, insurance, service areas, hours, claims. The receptionist and the campaigns say what you told us to say.
• Approvals. You approve the script, the website, and the campaign before go-live and whenever we make a material change you asked for. Approval by email is enough. If you do not reply to a request for approval, your dates and billing follow the rules below and in section 3; a website is treated as approved at final review as section 3 says.
• Lawful use. You use the services only for a lawful business and in line with the rules of your trade or profession.
• Recording and AI notices. The receptionist's greeting tells every caller that they are speaking with an AI assistant and that the call is recorded. That notice cannot be removed at your request; it is how consent is obtained in the provinces and states that require every party to agree to a recording. If your state, province, or profession requires an additional or different notice, tell us and we will script it.
• Lists and consent. You will not upload, import, or ask us to message any purchased, rented, or scraped list of phone numbers or email addresses. You keep a record of how each person you ask us to message agreed to hear from you, you pass every opt-out you receive to us, and we honour STOP and unsubscribe requests within 10 business days. In Canada, review requests and reactivation messages are commercial electronic messages; you confirm that their recipients bought from you within the last two years or gave you express consent. You will give us the business details the carriers require to register your texting (A2P 10DLC), and texting cannot start until that registration is approved.
• Health information. Unless your Order Form includes a signed Business Associate Agreement (US) or health-information agent terms (Canada), you will not use the receptionist, follow-up, forms, or website to collect health information beyond a caller's name, contact details, and appointment time, and you will tell us before signing if your business is a health-care provider or health information custodian.
• Texting. The receptionist and the follow-up system send text messages only to people who contacted your business or gave your business their number. You are responsible for any marketing texts you ask us to send and for the consent behind them.
• Outbound calls. The receptionist never places outbound sales calls. It may call back a caller who asked for a callback, or return a missed call, at your instruction.
• Ad accounts and spend. Unless your Order Form says ads run from Valistix's ad account (section 8), ad accounts are opened in your name and paid by you. You keep spend at the level your Order Form sets.
• Answering your leads. We get the phone to ring and the form to fill. Following up with the people who reached out, when that is not something we do for you, is yours.
• Your content. You own or have the right to use every logo, photo, review, and piece of text you give us, and you allow us to use it to deliver your services.

Responding to us

We ask for what we need in writing, by email. Each request says what we need, why, and by when. Please give it to us within 3 business days of receiving it (section 17). If something will take longer, tell us, and we will agree a date with you in writing.

When we pause work

If we have asked twice in writing over 10 business days and still do not have what we need, we pause the work that needs it and tell you so in writing. While work is paused, every timeline we gave you stops, and nothing we promised is late. The work starts again at our next open slot after you send what we asked for. A receptionist or ads campaign that is ready and waiting only on you does not wait for you to go live: go-live is treated as happening on the date set in section 3, and billing runs from it. A website or custom automation project that stays paused can close (section 9).

If you go quiet on a monthly service

If you stop responding, your services and billing continue. We keep doing the work that does not need you and hold anything that needs your access or approval. Work we hold while we wait on you is not a breach by us and earns no credit or refund. A feature that waits on your information or approval, or on a carrier's or platform's review of a registration we filed with the details you gave us (such as texting registration), does not reduce or pause your fees. Where a feature can run another way while we wait, such as sending your desk a booking request instead of writing to your booking system, we run it that way.

People and systems you rely on

Delays by your phone carrier, your booking or calendar provider, your web host or domain registrar, your other agencies, or anyone else working for you count as waiting on you, not on us.

8. Fees and payment

• Prices. Prices are on your Order Form and on our Pricing page. Prices are in US dollars unless your Order Form says otherwise. Canadian clients are billed in Canadian dollars at the CAD price on their Order Form. We add GST or HST, and any provincial sales tax that applies, only once we are required to be registered to collect it; until then no sales tax is charged, and your Order Form says which applies. US clients are not charged Canadian tax.
• When you pay. The setup fee and the first month's plan fee are charged when you sign. That first month runs from go-live, and monthly fees are then charged in advance on your billing date each month. The first month of a local SEO, ads, or bundle retainer, of a flat ad budget, and of any add-on is also charged when you sign and runs from go-live. Website builds are paid in two parts: the first 50% when you sign, before design starts, and the second 50% within 7 calendar days of the day we send you the finished site for final review (section 3), whether or not you reply. The site launches once the second payment is made. Custom automation is paid the same way: 50% when you sign and 50% within 7 calendar days of the day we deliver it for review; its monthly fee starts on the day it is accepted or treated as accepted. Minutes beyond your plan allowance are billed at the per-minute rate on your Order Form with the next monthly charge.
• The half-price website in Full Stack. The price of a website is its list price. Inside Full Stack you pay less because you earn a discount by staying: one twelfth of the discount for each month Full Stack runs after the site launches, up to 12 months. The discount is the list price of the website less the price on your Order Form. If Full Stack ends before the site launches or within 12 months after, the part of the discount not yet earned is due within 7 calendar days of Full Stack ending. Nothing is due if Full Stack ends under the Thirty Days promise, under the Lead Guarantee's exit right, or because of our material breach that we did not fix. The site files and licence pass to you once the Order Form price and anything due under this paragraph are paid.
• How you pay. By card or, for Canadian clients, by pre-authorized debit, through Stripe, or, where your Order Form says so, by ACH debit from a US business account. You authorise us to charge the payment method on file for every amount due under this agreement, including renewals and overage. For pre-authorized debit, your business agrees to a business PAD with variable amounts and waives pre-notification of regular monthly charges; we email you the amount and date at least 3 business days before any other debit. We do not store your card number.
• Failed payments. If a charge fails we retry it three times over 7 days. If it still fails, we pause the services until the balance is paid: your forwarded calls go to your own voicemail, ads we run from Valistix's ad account stop, and our work on your website, listings, SEO, and campaigns in your own ad accounts stops. A website we host stays online for 30 days after the pause and may then be taken offline until the balance is paid. Amounts stay owing while services are paused, and a pause for non-payment does not stop the initial term or the fees for it. The one exception is the flat ad budget: it does not accrue for a billing month in which ads we run from Valistix's ad account stay stopped for non-payment for the whole month, while the flat ad budget for any month in which the ads ran stays owing.
• Disputes. If you think an invoice is wrong, tell us within 30 days and we will work it out with you. Please contact us before opening a card or bank dispute; a chargeback on a valid charge is handled as set out below.
• Price changes. We may change a recurring price with at least 30 days' written notice, effective from your next renewal after the notice. If you do not accept the new price, you may cancel at that renewal.

Ads bought from Valistix

Where your Order Form says ads run from Valistix's ad account, the following applies in place of the parts of these Terms that say ad accounts are in your name and ad spend is paid by you.

• The ads run from Valistix's ad account and publish under your business pages.
• You pay us a flat ad budget each month, in the amount on your Order Form, on the same invoice as the management fee. It is a fee for the advertising we buy for you. It is not a pass-through of media costs.
• We decide the media spend inside the flat ad budget each month, in good faith, to get you leads. The flat ad budget covers media, our buying costs, and our margin, so the media spend in a month may be less than the budget. We do not itemise or reconcile it. Any part we do not spend stays with us, and any overrun is ours to cover.
• The flat ad budget is not refunded. It is still owed in a month when ads are held because we are waiting on you.
• For each full 7 days in a billing month in which the ads do not run for reasons on our side, we credit one quarter of that month's flat ad budget to your next invoice. A restriction on Valistix's ad account counts as a reason on our side unless it was caused by your pages, by content you supplied, or by content you asked us to run after we advised you in writing that it risked a restriction.
• The ad account is ours. Your pages and the lead list are yours at all times, and we never hold the lead list back over an unpaid amount. The creative and landing page we made for your campaign pass to you once the fees owing for the campaign are paid.
• The Lead Guarantee's spend condition (section 5) is met by paying the flat ad budget on time.

Overdue amounts

An amount not paid by its due date is overdue. Overdue amounts carry simple interest at 18% per year (about 1.5% per month), calculated daily from the due date until paid. You also pay the reasonable legal fees and third-party collection costs we actually incur to collect an overdue amount. We do not charge flat late fees. We never charge or receive interest, including any charge the law treats as interest, above the rate the law allows; any excess is credited to you.

Chargebacks and bank disputes

A chargeback or bank dispute on a valid charge is a breach of this agreement. Service pauses until it is resolved, the disputed amount stays owing, and the fees our payment processor charges us for the dispute are added to your balance. If your bank or card issuer reverses a valid charge, the amount is still owing and we invoice it to you, payable by another method within 7 calendar days. We do not charge the disputed amount to the same card or account again unless you ask us to in writing. We answer disputes with the records described in section 17. If you do not withdraw a dispute on a valid charge within 15 days of our written notice asking you to, section 9 (ending for non-payment) applies. If the issuer decides the dispute in your favour, we reverse the dispute fees we added and any amount we made due early because of it.

9. Term and cancellation

• Initial term. Receptionist plans, including everything bundled in Full Stack, and ads management: 3 months from go-live. Standalone local SEO and the marketing bundle (local SEO and ads together): 6 months from go-live. Website care and hosting: month to month from launch, or from the day the site is paid for and waiting only on your domain or DNS access, if that comes first. Custom automation care: month to month from acceptance. Your Order Form may set a different term.
• Renewal. After the initial term, services continue month to month.
• How to cancel. Email [email protected] by 11:59 pm Eastern time on the day before your next billing date. Cancellation takes effect at the end of the period you have already paid for. We do not pro-rate or refund the current period, except under the Thirty Days promise.
• During the initial term. You cannot cancel before the initial term ends, except under the Thirty Days promise or the Lead Guarantee's exit right, or if we are in material breach and do not fix it within 15 days of your written notice. If you stop using the services before the initial term ends, the fees for the rest of the initial term remain due. They are charged on your normal billing dates, or as set out below if we end the agreement for non-payment. For ads bought from Valistix, the flat ad budget for the rest of the initial term is due only for months in which we run the ads or hold them waiting on you. Anything late or held because we were waiting on you (section 7) is not a breach by us.
• Pausing at your request. A service pauses at your request only if we agree in writing. Fees continue during the pause unless that written agreement says otherwise, and a month in which fees are paused does not count toward your initial term.
• Our right to end. We may suspend or end a service if you do not pay, if you use it unlawfully or to harm others, if you give us false information, or if a platform we depend on stops allowing your business or use. We give notice by email and, where the problem can be fixed, 15 days to fix it.
• Ending for non-payment. If an amount is still unpaid 30 days after its due date, or you have not withdrawn a dispute on a valid charge within 15 days of our written notice asking you to, and we have given you at least 15 days' written notice, we may end the agreement. The plan, add-on, management, and retainer fees for the rest of the initial term then become due at once, less 10% for the third-party costs we no longer incur once the services end (such as telephony and AI usage), together with interest and collection costs (section 8). We both agree this is a genuine estimate of our loss, because the cost of serving you is almost entirely fixed and is reserved for you for the initial term; it is not a penalty. The flat ad budget follows the rule above.
• What happens after. Section 10 (ownership and export) applies. Amounts already owing stay owing.

Projects that stall (websites and custom automation)

If a website or custom automation project is paused (section 7) and you have not sent us what we asked for within 30 days of the pause notice, the project closes. A reply that does not include it, or a promise to send it later, does not stop this unless we agree a new date with you in writing. We send you one reminder at least 7 days before the project closes.

• A closed project is treated as cancelled by you, not by us.
• Everything you have paid for the project is kept, as earned for the work done and the production time we reserved for you. Any amount already due, such as a second payment after final review, stays owing.
• Everything you gave us (text, photos, logos, logins) is returned on request. Drafts and work in progress stay ours unless the project is paid in full.
• Restarting within 6 months. Within 6 months of closure you can restart the project by paying a restart fee of 500 in your Order Form currency or 20% of the project price, whichever is more. The restart fee pays for a new kickoff, a fresh review of your content, re-staging the build, and a new production slot. We then schedule the work at our next open slot, and the rest of the original price applies. The restart fee is charged only if you ask to restart. It is never added to your balance or charged to your card without your request.
• After 6 months. A closed project can only start again as a new project at our prices at that time, and nothing paid before is credited.

10. Ownership, data, and export

Yours. You own your phone number, your call recordings and transcripts, your website's content, the website files once the website is paid in full, your customer and lead data, your reviews, your Google Business Profile, and the ad accounts opened in your name. During the agreement you give us the permission we need to work with them.

Ours. We own our systems, our prompts and receptionist configurations, our templates, our tools, and our know-how. Where a website uses our templates or code, you receive a perpetual licence to use them for that site once it is paid for. You may take a copy of your script (the words the receptionist says for your business, your hours, prices, and instructions) with your export; the prompts, templates, and tooling that run it stay ours. Where ads run from Valistix's ad account, that account and its settings are ours; your pages and the lead list are yours at all times, and the creative and landing page we made for your campaign pass to you once the fees owing for the campaign are paid.

Export. At any time during the agreement, and for 30 days after it ends, you may ask for your data. We provide recordings, transcripts, contacts, and website files in standard formats within 14 days of your request, at no charge for one export per year. Website files, and any design or code we built, are included once the website is paid in full (for a Full Stack website, including anything due under section 8); until then we return the content you gave us. We never hold back your recordings, transcripts, lead list, or customer data because of an unpaid amount. Recordings and transcripts are kept for 90 days by default, or the period you set up to 12 months (Privacy Policy, section 6), so an export covers what is still held. An export request made in the 30 days after the agreement ends pauses deletion until the export is delivered.

Deletion. Thirty days after the agreement ends, we delete your recordings, transcripts, and customer data from our systems and ask our providers to do the same, unless the law requires us to keep something longer or you ask us to keep it for export. Billing records are kept for seven years as tax law requires.

No selling, no training. We never sell your data or your callers' data, and we do not use it to train AI models. We use it only to deliver and support your services.

11. Privacy, text messages, and third-party platforms

Our Privacy Policy explains what we collect and how we handle it. For the people who call or text your business, we act as your service provider: we process their information on your instructions to run your receptionist and follow-up, and you are responsible for the notices your business gives them.

Where a US state privacy law applies to your business, we are your service provider or processor. We process your callers' and customers' personal information only to provide the services on your Order Form and as this agreement allows; we do not sell or share it, keep, use, or disclose it for any other purpose or outside our relationship with you, or combine it with personal information we hold for anyone else; we protect it to the standard the law requires; we tell you if we can no longer meet these obligations; you may take reasonable steps to check our handling and to stop any unauthorized use; we help you answer requests from individuals; and we bind the providers listed in our Privacy Policy to the same limits.

Text message program terms

When someone texts a business that uses Valistix, or gives it their number, they agree to receive appointment, follow-up, and service texts from that business's system. Message frequency varies. Message and data rates may apply. Reply STOP to stop at any time and HELP for help, or email [email protected]. Mobile carriers are not liable for delayed or undelivered messages. Mobile numbers and text-message opt-in information are never shared with or sold to third parties or affiliates for marketing or promotional purposes.

We deliver services through third-party platforms, including voice-AI, telephony, messaging, CRM, payment, scheduling, hosting, and advertising platforms. The current list is in the Privacy Policy. Their terms apply to their platforms. If a platform changes its rules in a way that affects your service, we tell you and adjust.

12. Confidentiality

Each of us keeps the other's non-public business information confidential and uses it only for this agreement. This does not cover information that is public, that was already known, or that must be disclosed by law. It lasts for two years after the agreement ends, and for as long as the law protects personal information.

13. Use of your name

We may list your business name and logo as a client on our website and in proposals. We do not publish your numbers, your recordings, or a case study without your written permission. Email [email protected] at any time to opt out of being listed.

14. Limits on liability

Neither of us is liable to the other for indirect, consequential, special, or punitive damages, or for lost profits, lost revenue, lost business, or lost data, even if told they were possible. Fees, interest, and collection costs owed under this agreement are not excluded by this paragraph.

Without limiting the above: a missed, dropped, misrouted, or mishandled call, message, lead, or appointment is covered only by the credits in section 4 and the remedy in section 5. We are not liable for the acts of carriers, platforms, or search engines, or for anything that happens because information you gave us was wrong.

Nothing in these Terms limits liability for fraud, wilful misconduct, or anything that cannot be limited by law. Any claim under this agreement must be started within one year of when it arose, except a claim by us for unpaid fees, interest, and collection costs, which may be started within the period the law allows.

15. Indemnity

You will defend and compensate us for third-party claims that arise from the content you gave us, the instructions you gave us, your products and services, your failure to give a notice or obtain a consent required in your jurisdiction or industry, or your breach of section 7. We will defend and compensate you for third-party claims that our own systems, used as intended, infringe someone's intellectual property. The indemnified party must give prompt notice and reasonable cooperation, and the indemnifying party controls the defence.

16. Changes to services and Terms

We may update these Terms. We post the new version on this page with a new effective date and, for changes that reduce your rights, email you at least 30 days before they take effect. If a change materially harms you, you may cancel at your next renewal without penalty. Continuing to use the services after the effective date means you accept the change. The Order Form you signed is not changed by an update to these Terms, and the Refund Policy in force when you signed your Order Form continues to apply to that Order Form. We keep a dated copy of every version of these Terms and the Refund Policy, and we send you the version that applies to your Order Form on request.

17. General

• Independent businesses. We are an independent contractor, not your employee, partner, or agent.
• Assignment. You may not transfer this agreement without our consent. We may transfer it to a successor of our business, with notice to you.
• Events beyond control. Neither of us is responsible for delay or failure caused by events outside reasonable control, such as network outages, platform failures, natural events, or government action, as long as the affected party works to resume. This never excuses paying an amount that is due.
• Notices. By email: to you at the email address for notices on your Order Form; to us at [email protected]. A notice or request is treated as received on the next business day after it is sent. Keep your notice email current and tell us in writing if it changes; a notice sent to it counts as received whether or not it is opened. For a pause, a deemed kickoff or go-live, a project closure, a dispute, or an overdue amount, we also try to reach you by text or phone, but the email is the notice.
• Counting days. Every period in these Terms that runs from a request or notice starts on the day it is treated as received. A second request is sent at least 3 business days before the date it gives for a pause, a deemed kickoff, or a deemed go-live.
• Our records. Our email, messages, call logs, tracking, and payment records are the record of what we asked for, when we asked, what you sent us, and what we delivered, unless you show otherwise.
• Business days. Monday to Friday, except the public holidays listed in Ontario's Employment Standards Act, 2000.
• Whole agreement. The Order Form, these Terms, the Refund Policy, and the Privacy Policy are the whole agreement and replace every earlier discussion. Anything anyone on our team said that is not in these documents is not part of the agreement. The Key terms box is part of your Order Form; it summarises these Terms and does not change them.
• If part of this fails. If a court finds a part of these Terms unenforceable, the rest stays in force.
• Waiver. Not enforcing a right once does not waive it.
• Law and disputes. This agreement is governed by the laws of Ontario and of Canada. If we have a dispute, we each agree to discuss it in good faith for 30 days first. After that, it goes to the courts of Ontario, which have exclusive jurisdiction, and each of us accepts it, except that either of us may bring a small-claims case where the other is located. The 30 days of discussion do not apply to a small-claims case or to collecting an amount you have not disputed in writing.
• Language. These Terms are written in English. If we begin serving businesses in Quebec, we will provide a French version first, as Quebec law requires, and the version you expressly choose will govern.

18. Contact

Valistix Inc. Email [email protected]. We answer within one business day. A mailing address for notices is on your Order Form.