Terms of Service

1. Services and Statements of Work

Specific engagements are defined in a proposal, order form, or statement of work ("SOW") signed or accepted by both parties. If a SOW conflicts with these Terms, the SOW governs for that engagement. We may use employees, contractors, and subprocessors to deliver the Services.

Descriptions of Services on the Site are for general information and do not constitute a binding offer. Scope, deliverables, timelines, and fees are as stated in the applicable SOW.

2. Client Responsibilities

You agree to:

• Provide accurate, complete, and timely information, access, credentials, and approvals reasonably required to deliver the Services
• Ensure you have the legal right to share any data, content, branding, or customer lists you provide to us
• Obtain all consents and provide all notices required by applicable law for the use of AI voice agents, call recording, SMS/email marketing, and data processing directed at your customers, patients, or contacts
• Comply with all laws applicable to your business, including privacy, telemarketing, anti-spam (e.g., CASL, TCPA, CAN-SPAM), and health information laws where relevant
• Review and approve deliverables, campaigns, and automated communications before launch where approval checkpoints are provided

You are responsible for the accuracy and legality of the content and instructions you give to any AI agent or automation deployed on your behalf.

3. AI Services Disclaimer

Our Services incorporate artificial intelligence, including large language models and voice AI. You acknowledge that:

• AI-generated outputs (conversations, content, transcriptions, recommendations) may contain errors, omissions, or inaccuracies
• AI agents should not be relied upon for medical, legal, financial, or emergency advice, and deployments must include appropriate human escalation paths
• We do not guarantee any specific business outcome, including lead volume, booking rates, rankings, ad performance, or revenue results; any figures presented in proposals or ROI models are good-faith estimates, not guarantees
• You are responsible for final review of AI-generated content before publication or distribution under your brand

4. Fees, Billing, and Taxes

• Fees are set out in the applicable SOW or proposal and are payable in the currency stated therein
• Recurring service fees are billed in advance on the agreed cycle unless otherwise stated; setup or one-time fees are billed as specified
• Invoices are due upon receipt unless other terms are stated; overdue amounts may accrue interest at 1.5% per month (18% per annum) or the maximum permitted by law
• Third-party costs (ad spend, telephony/usage charges, software licenses, SMS/voice minutes) are your responsibility unless expressly included in the SOW
• Fees are exclusive of applicable taxes (e.g., HST/GST), which will be added where required
• We may suspend Services for accounts more than 15 days past due after notice

5. Term, Termination, and Suspension

• Engagements run for the term stated in the SOW and renew as specified therein
• Either party may terminate a SOW for material breach if the breach is not cured within 15 days of written notice
• Unless the SOW states otherwise, either party may terminate ongoing monthly services with 30 days' written notice; fees for work performed and non-cancellable third-party commitments remain payable
• Upon termination, we will reasonably cooperate in transitioning assets you own; access to platforms, automations, or infrastructure we license or operate may cease
• We may suspend or terminate access immediately for unlawful use, abuse, non-payment, or security risk

6. Intellectual Property

• Your materials: You retain all rights to content, data, trademarks, and materials you provide. You grant us a limited license to use them solely to deliver the Services.
• Deliverables: Upon full payment, you own the final deliverables created specifically for you under a SOW (e.g., website copy, creative assets, content), excluding our pre-existing materials and third-party components.
• Our materials: We retain all rights to our pre-existing intellectual property, methodologies, frameworks, templates, prompts, workflows, automations, software configurations, and know-how, including improvements developed during an engagement. Where such materials are embedded in deliverables, you receive a non-exclusive license to use them as part of the deliverable for your business.
• Third-party platforms: Services may be delivered through third-party software and infrastructure subject to their own terms and availability. Your rights in such platforms are limited to those granted by the applicable provider or subscription.
• Portfolio: Unless you request otherwise in writing, we may reference your name, logo, and non-confidential results in our portfolio and marketing.

7. Confidentiality

Each party will protect the other's non-public business, technical, and financial information with reasonable care, use it only for the engagement, and not disclose it to third parties except to personnel and subprocessors bound by similar obligations, or as required by law. This obligation survives termination for three (3) years; trade secrets remain protected for as long as they qualify as such.

8. Data Protection

Our handling of personal information is described in our Privacy Policy. Where we process personal information on your behalf, we do so under your instructions and the applicable SOW. Each party will comply with the privacy laws applicable to it.

9. Acceptable Use

You agree not to use the Site or Services to:

• Violate any law or third-party right
• Send spam or unsolicited communications in breach of anti-spam laws
• Deploy AI agents in a deceptive manner, including failing to disclose AI interaction where disclosure is legally required
• Upload malicious code or attempt to gain unauthorized access to systems
• Resell or white-label the Services without a written agreement permitting it

10. Warranties and Disclaimers

We will perform the Services in a professional and workmanlike manner consistent with industry standards. Except as expressly stated in these Terms or a SOW, the Site and Services are provided "as is" and "as available," and we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Site or Services will be uninterrupted, error-free, or secure, or that third-party platforms will remain available or unchanged.

11. Limitation of Liability

To the maximum extent permitted by law:

• Neither party is liable for indirect, incidental, consequential, special, or punitive damages, or for lost profits, revenue, data, or goodwill, even if advised of the possibility
• Our total aggregate liability arising out of or related to the Site or Services will not exceed the fees you paid to us for the Services giving rise to the claim in the three (3) months preceding the event
• These limitations do not apply to liability that cannot be limited by law, to a party's breach of confidentiality, or to your payment obligations

12. Indemnification

You will indemnify and hold us harmless from claims, damages, and costs (including reasonable legal fees) arising from: (a) content, data, or instructions you provide; (b) your breach of these Terms or applicable law, including consent, telemarketing, and privacy requirements; or (c) your products, services, or dealings with your own customers. We will indemnify you against third-party claims that our pre-existing materials, as delivered and used as authorized, infringe a third party's intellectual property rights.

13. Force Majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including outages of third-party platforms, telecommunications failures, acts of government, labour disruptions, or natural events. Payment obligations are not excused.

14. Governing Law and Disputes

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles. The parties will first attempt in good faith to resolve any dispute informally. Failing resolution within 30 days, disputes will be subject to the exclusive jurisdiction of the courts located in Toronto, Ontario. Nothing prevents either party from seeking injunctive relief in any court of competent jurisdiction.

15. General

• Entire agreement: These Terms, together with any SOW and the Privacy Policy, form the entire agreement and supersede prior discussions
• Amendments: We may update these Terms for the Site prospectively by posting a revised version; continued use constitutes acceptance. SOW terms may only be changed in writing signed by both parties
• Assignment: You may not assign these Terms without our written consent; we may assign to an affiliate or in connection with a corporate transaction
• Severability: If any provision is unenforceable, the rest remains in effect
• Waiver: Failure to enforce a provision is not a waiver
• Independent contractors: The parties are independent contractors; nothing creates a partnership, joint venture, or employment relationship
• Notices: Legal notices must be in writing and sent to the contact details below (for us) or to the contact details in your SOW (for you)

16. Contact

Agentic Studio (Trade Smart Group Inc.)
Mississauga, Ontario, Canada
Email: ateeq@agentic-studio.ai
Phone: +1 (437) 984-1480
Website: https://agentic-studio.ai