Service Agreement

Please fill out the following contract.

Service Agreement

THIS AGREEMENT (the “Agreement”) is made between:

Call Genius Pro Ltd  (referred to as "The Company"), having its principal place of business at 53 Rawhiti Street, Dunedin, 9018, New Zealand;

and

The individual or entity submitting this agreement electronically (referred to as "The Client").

By electronically signing or submitting this Agreement through The Company’s website, The Client agrees to be bound by the terms set forth herein. A record of the Client's acceptance, including the date and time of submission, will be maintained by The Company.

The Company and The Client are collectively referred to as “the Parties” and agree as follows:

1. Service Inclusions

The service deliverables provided by The Company are as follows:

• One version of the AI Voice Assistant tailored for The Client’s business needs.

• Customization of the AI Voice Assistant to align with The Client’s specific business requirements.

• Development and configuration of prompts for FAQs and responses tailored to The Client’s business.

• Training and testing of the AI Voice Assistant to ensure optimal performance.

• Optional voice cloning, if required.

Charges and Pricing Structure:

1. Bot Usage:

   • The cost for AI Bot usage is NZD 0.93 + GST per minute.

   • This pricing excludes the cost of the Twilio Dialler, which The Client must separately subscribe to via Twilio Voice Pricing.

2. Call Transfer:

   • The cost for call transfers is NZD 0.50 + GST per minute.

   • When the call transfer feature is utilized, the AI Voice Assistant creates a three-way conference to connect to a secondary or tertiary number. The per-minute rate will apply for the duration of the call.

3. Premium API and Webhook Usage:

   • A premium charge of NZD 0.05 + GST is applied each time a call is initiated, regardless of the outcome (e.g., voicemail, unanswered calls, call forwarding, or call transfers).

Additional Notes:

• All pricing includes Goods and Services Tax (GST) unless otherwise specified.

• The Client acknowledges they have reviewed and accepted the service pricing structure prior to entering this Agreement.

• The Client remains solely responsible for any third-party costs associated with the Twilio Dialler or similar services.

2. Build and Onboarding

For the services described in Section 1, The Client agrees to pay a one-time, upfront setup and onboarding fee of NZD 5,500 + GST.

Payment Terms:

• This fee is non-refundable except as required under the Consumer Guarantees Act 1993 or other applicable New Zealand laws.

• The onboarding process will not commence until full payment of the setup fee has been received by The Company.

• GST will be included in the invoice provided to The Client and must be paid alongside the setup fee.

3. AI Voice BOT Integrations

The AI Voice Bot provided by The Company includes an open API that allows for integration with third-party applications such as Zapier and other compatible platforms.

Integration Features:

• The Bot’s API can be utilized to integrate with The Client’s existing software or systems using an API key provided by The Company.

• The Client is responsible for ensuring that any third-party integrations comply with New Zealand laws, including data privacy requirements under the Privacy Act 2020.

Client Responsibilities:

• The Client acknowledges that integration with third-party applications requires technical setup and configuration, which may involve additional costs or services not covered under this Agreement.

• The Client assumes full responsibility for maintaining compliance with third-party terms of use and ensuring integrations do not infringe on intellectual property or privacy rights.

4. Calendar Integration

The AI Voice Bot can be integrated with a single calendar or service at a time.

Integration Limitations:

• The Bot is designed to sync with only one person’s calendar or one service.

• If The Client requires multiple calendars or services to be integrated, additional Bots must be deployed, each configured for its respective calendar or service.

Additional Notes:

• The Client acknowledges that the use of multiple Bots to accommodate multiple calendars or services may result in additional charges as per the pricing structure outlined in this Agreement.

• The Company is not responsible for the functionality or compatibility of third-party calendar systems beyond the scope of the integration provided.

5. Calendar Sync

The AI Voice Bot is capable of syncing with only one calendar at a time.

Syncing Limitations:

• If The Client uses multiple calendars, a separate Bot is required for each calendar to ensure accurate syncing and functionality.

• The Client is responsible for providing the necessary access credentials and permissions to enable calendar syncing.

Additional Notes:

• Any issues arising from inaccurate calendar permissions or conflicts with multiple calendars must be resolved by The Client, and The Company shall not be held liable for such issues.

• The deployment of additional Bots for multiple calendar syncing will incur additional charges as per the pricing structure outlined in this Agreement.

6. Permission to Contact Clients

The Client acknowledges and agrees to the following:

Client Responsibility:

• The Client must ensure that they have obtained explicit consent from all individuals or entities to be contacted using outbound communication systems deployed by The Company.

• The Client is solely responsible for compliance with all applicable laws and regulations, including but not limited to the Privacy Act 2020 and the Unsolicited Electronic Messages Act 2007, in relation to contacting their leads or customers.

Liability Disclaimer:

• The Company does not verify or assume responsibility for determining whether the contacts provided by The Client are on a Do Not Call register or whether appropriate permissions to contact them have been obtained.

• The Company is not liable for any legal or regulatory breaches resulting from The Client’s failure to secure proper permissions or comply with applicable regulations.

Indemnity:

• The Client agrees to indemnify and hold The Company harmless against any claims, fines, or penalties arising from non-compliance with laws or regulations regarding contacting clients.

7. BOT Usage Fee Payment Terms

Payment Structure:

• All AI Voice Bot usage fees must be prepaid. The Client is required to purchase usage minutes in advance.

• Upon receipt of payment, the corresponding number of minutes will be credited to The Client’s account. These minutes may be distributed across the Bots registered to The Client’s account.

Credit Exhaustion:

• If The Client’s prepaid credit is exhausted, the Bots will automatically cease functioning until additional credit is purchased and payment is received by The Company.

• The Client is responsible for monitoring their account balance to ensure uninterrupted service.

Additional Notes:

• The Company will provide usage reports upon request to help The Client manage their credit and usage effectively.

• All payments are non-refundable, except as required under the Consumer Guarantees Act 1993 or other applicable New Zealand laws.

8. Ongoing Management

Support and Changes:

• For ongoing modifications or updates to the AI Voice Bots, The Client may connect with their designated Success Manager, who will assist with implementing such changes.

• The Company strongly recommends that The Client complete the provided training to effectively use, operate, and manage the Bots. Making excessive or unauthorized changes without guidance may disrupt the functionality of the Bots.

Post-Delivery Modifications:

• Upon delivery of the Bot, the product is considered final. Any minor adjustments or reasonable tweaks requested after delivery will be implemented by The Company at no additional cost, provided they fall within the scope of the original deliverables.

• Requests for a complete redesign or substantial reconfiguration of the Bot will incur additional fees. Such fees will be outlined and agreed upon before any work commences.

Client Responsibility:

• The Client is responsible for ensuring that any changes or customizations they make do not compromise the Bot’s functionality. The Company will not be liable for disruptions caused by unauthorized or excessive modifications made by The Client.

9. Guarantee of Returns and Results

Disclaimer of Guarantees:

• The Company makes no guarantees, representations, or warranties regarding the sales, financial performance, or other outcomes resulting from the use of the AI Voice Bots.

• Any financial performance or results achieved through the Bots are dependent on the specific use cases, configurations, and deployment strategies implemented by The Client.

Client Responsibility:

• The Client acknowledges that they are solely responsible for determining the suitability of the Bots for their intended purposes and for the strategies and applications used.

Compliance with New Zealand Law:

• This disclaimer does not exclude or limit any rights or remedies available to The Client under the Consumer Guarantees Act 1993 or other applicable New Zealand laws where such rights cannot be lawfully excluded.

10. Ongoing Fees and Contractual Commitments

Monthly Fee:

• The current service plan requires a minimum regular monthly payment for 38 hours, billed at NZD 2,090 + GST.

No Additional Commitments:

• Beyond the minimum monthly fee, The Client has no other ongoing contractual obligations or recurring fees related to the service provided by The Company.

• Costs associated with any third-party services, such as the Twilio phone number and Twilio Dialler, are not included in the fees charged by The Company and must be paid directly to Twilio or the respective service provider.

Payment Terms:

• Monthly fees are due in advance, and The Client must ensure timely payment to avoid service interruptions.

• GST will be included in all invoices issued by The Company.

Compliance with New Zealand Law:

• All payment terms comply with the requirements of New Zealand law, including the Fair Trading Act 1986 and Consumer Guarantees Act 1993, to ensure transparency and fairness in billing.

11. Time Frame

Development Process:

• After the onboarding call, The Company will request specific information necessary for the development of the AI Voice Bot.

• Development work will commence only once The Company has received all requested information from The Client.

• If there are delays in providing the requested information, the development timeline will be impacted accordingly.

Client Responsibility:

• The Client is provided a 30-day grace period to supply the required information. If this information is not provided within the grace period:

  • The Company will not be liable for any failure to meet the agreed timelines.

  • The development process may be subject to rescheduling or cancellation at The Company’s discretion.

Standard Development Timeline:

Once all necessary information has been received, the typical development timeline is as follows:

1. Week One: Scripting and scenario mapping of the Bot and its use cases.

2. Week Two: Technical integrations and data extraction setup.

3. Week Three: Pilot testing and internal testing of the Bot, including collection of feedback to improve the Bot’s general performance.

4. Week Four: Final review and Bot launch. The Client is required to purchase paid minutes for trial use during the pilot testing phase.

Additional Notes:

• The Client acknowledges that delays in providing information or feedback during any stage of development may extend the timelines outlined above.

• The Company will communicate any significant adjustments to the timeline due to unforeseen circumstances or client-side delays.

12. Database

Client Responsibility:

• The Company does not provide or supply contact lists for outbound calls. It is The Client’s sole responsibility to supply the database or contact lists for use with the AI Voice Bots.

• The Client is fully responsible for ensuring that all contact lists and databases provided:

  • Have been lawfully obtained and comply with applicable laws, including the Privacy Act 2020 and the Unsolicited Electronic Messages Act 2007.

  • Have been checked against Do Not Call registers or similar restrictions to ensure compliance with New Zealand regulations.

  • Include only individuals or entities from whom The Client has obtained explicit permission for contact.

Liability Disclaimer:

• The Company accepts no responsibility or liability for the verification, accuracy, or legality of The Client’s database or the permissions associated with the contacts therein.

• The Client agrees to indemnify and hold The Company harmless from any claims, fines, or penalties arising from non-compliance with legal or regulatory requirements related to the use of the database.

13. AI Calling Disclosure

Client Control:

• The Client has the discretion to determine whether the AI Voice Bot will disclose its identity as an AI Bot during calls.

• The Bot can be configured and trained to either:

  • Explicitly state that it is an AI Bot, or

  • Respond according to customized instructions provided by The Client.

Legal Compliance:

• The Client is responsible for ensuring that their chosen use case and disclosure practices comply with all applicable laws and regulations, including but not limited to:

  • Privacy Act 2020: Ensuring transparency in the collection and use of personal information.

  • Fair Trading Act 1986: Avoiding misleading or deceptive practices in interactions with third parties.

Liability Disclaimer:

• The Company accepts no liability for any legal, regulatory, or reputational consequences arising from The Client’s decision regarding AI disclosure.

• The Client agrees to indemnify The Company against any claims or penalties resulting from non-compliance with disclosure-related laws or regulations.

14. Right and Responsibility Before Launching

Pilot Testing:

• The Client must utilize the pilot testing phase to thoroughly test the AI Voice Bot, ensuring that all potential scenarios, objections, and use cases are adequately covered.

• The Client is responsible for reviewing and verifying the Bot’s responses to ensure they align with their intended use case and business objectives.

Client Obligations:

• If The Client identifies changes or adjustments required to the Bot’s responses or configurations during the pilot testing phase, they must notify The Company in writing before the Bot is launched.

• The Client is responsible for conducting comprehensive testing of the Bot during this phase to address any potential issues or gaps in performance.

Finalisation:

• Once the Bot goes live, any further modifications may be subject to additional fees, as outlined in the ongoing management terms in this Agreement.

Liability Disclaimer:

• The Company is not liable for any issues, complaints, or outcomes resulting from The Client’s failure to adequately test the Bot or provide timely feedback before its launch.

15. Recording Storage

Storage and Access:

• All call recordings generated by the AI Voice Bot will be stored by The Company for a period of 90 days.

• During this period, The Client will be provided with a URL to access and download the recordings for their own use.

Post-Storage Period:

• After the 90-day storage period, recordings will be permanently deleted unless:

  • The Client requests extended storage in writing; and

  • Both parties agree to a data storage fee for maintaining the recordings beyond the standard period.

Data Protection and Privacy:

• The storage and handling of recordings will comply with the requirements of the Privacy Act 2020, ensuring the security and confidentiality of all recorded data.

• The Client is responsible for ensuring compliance with applicable data protection laws when using, storing, or sharing downloaded recordings.

16. Ownership of Materials

Company Rights:

• The Company retains all creative rights, ownership, and intellectual property rights to any original materials, data, software, and similar items developed by The Company in connection with the services provided under this Agreement.

• All services, methodologies, and proprietary software used by The Company remain the sole property of The Company. Under no circumstances does The Client obtain ownership or title to these materials or software.

Client Rights:

• The Client retains ownership of:

  • The customized AI Voice Bot developed specifically for them.

  • Any versions, configurations, or sound clips generated by the Bot for The Client’s use.

• The Client has full discretion to use, store, or delete these outputs in accordance with their business requirements.

Modifications:

• The Client acknowledges that The Company may use or modify pre-existing materials to create the final deliverables for The Client’s benefit. Such modifications do not transfer ownership of The Company’s proprietary materials to The Client.

Compliance with New Zealand Law:

• Ownership rights under this Agreement comply with the Copyright Act 1994 and other applicable New Zealand intellectual property laws.

17. Limitation of Liability

Scope of Liability:

• The Company shall not be liable for any incidental, consequential, indirect, or special damages, including but not limited to loss of profits, revenue, business opportunities, or business interruptions, resulting from the performance or non-performance of the services provided under this Agreement.

• In the event that The Company is found liable for any claim, The Client’s sole and exclusive remedy is limited to a refund of payments made to The Company for the specific services in question, less any expenses paid to subcontractors or third parties.

Exclusions of Responsibility:

• The Company shall not be held responsible for:

  • Errors, delays, or damages resulting from faulty, incomplete, or inaccurate information supplied by The Client.

  • Costs, delays, or damages caused by circumstances beyond The Company’s reasonable control, including but not limited to unforeseen site characteristics, regulatory changes, or third-party service disruptions.

Limitation of Damages:

• The Client agrees not to seek damages exceeding the limitations specified in this Agreement, whether directly or indirectly, through lawsuits or claims initiated by third parties.

Protection of Financial Information:

• The Client is strictly prohibited from sharing personal credit card or other financial information with The Company’s staff or contractors. The Client is also instructed not to screen share or disclose sensitive financial details during any interaction with The Company or its representatives.

Compliance with New Zealand Law:

• This limitation of liability clause does not exclude or restrict liability for fraud, gross negligence, or any other liability that cannot be excluded or restricted under New Zealand law, including the Fair Trading Act 1986 and the Consumer Guarantees Act 1993.

18. Use of Copyright

Client Responsibility:

• The Client confirms that any information, images, graphics, videos, or audio files provided to The Company for promotional purposes are:

  • Demonstrative in nature and supplied with the Client’s explicit agreement.

  • Properly licensed, with all necessary permissions obtained from the original creators, copyright holders, or artists for whom the materials are being used.

Compliance and Approval:

• The Client is solely responsible for ensuring that all materials provided comply with the Copyright Act 1994 and any other applicable intellectual property laws in New Zealand.

• If any materials are found to breach copyright laws:

  • The Client must immediately notify The Company.

  • Such materials must not be approved for use in advertisements or any other promotional content.

Liability Disclaimer:

• The Company assumes no responsibility for verifying the copyright status of materials supplied by The Client.

• The Client agrees to indemnify and hold The Company harmless against any claims, fines, or damages arising from the use of copyrighted materials provided by The Client without proper authorization.

19. Handling of Disputes

Resolution of Disputes:

• Any disputes arising under this Agreement, including claims for refunds of monies paid to The Company, shall be resolved in accordance with the applicable laws of New Zealand.

• The Parties agree to attempt to resolve disputes through good faith negotiation. If the dispute cannot be resolved within 30 days, the Parties agree to engage in mediation as a preliminary step before initiating any legal proceedings.

Credit Card Disputes:

• If The Client cancels a credit card payment after the legally permitted cancellation period of three business days from the date of acceptance of this Agreement, the Agreement will be deemed terminated, and The Company reserves the right to:

  • Dispute the cancellation; and

  • Pursue The Client for any unpaid fees for services already rendered.

Payment Obligations:

• The Client agrees to pay for all work performed up to the point of cancellation at an hourly rate of NZD 200 per hour.

• The Company will provide an itemized breakdown of the work completed upon The Client’s written request. Payment for the itemized amount must be made in full within 30 days of the date the itemization is provided.

Legal Action for Non-Payment:

• If The Client fails to pay the outstanding amount within the specified period, The Company reserves the right to initiate legal proceedings for breach of contract.

• If The Company is successful in a credit card cancellation dispute, The Company reserves the right to recover any costs incurred during the dispute process, including:

  • Administrative costs;

  • Legal fees; and

  • Lost business profits due to time spent handling the dispute, charged at an hourly rate of NZD 200 per hour.

Compliance with New Zealand Law:

• This clause does not limit or restrict any rights The Client or The Company may have under the Fair Trading Act 1986, the Contract and Commercial Law Act 2017, or other applicable New Zealand laws.

20. Communications

• The primary method of communication between The Client and The Company shall be via email. The designated email address for communication is by email or WhatsApp

• If The Client wishes to schedule a phone call, they must send a written request via email, and The Company will coordinate a suitable time for the call.

• The Company’s office hours are Monday to Friday, 9:00 am to 5:00 pm New Zealand Time. Emails are typically responded to within 24–48 hours, excluding weekends and public holidays.

21. Entire Agreement

• This Agreement constitutes the entire agreement between the Parties and supersedes any prior agreements, understandings, or discussions, whether oral or written.

• No modification or amendment to this Agreement shall be effective unless:

  • It is in writing; and

  • Signed or electronically agreed to by both Parties.

22. Severability

• If any provision of this Agreement is determined to be illegal, invalid, or unenforceable under applicable laws, such provision shall be deemed severed from this Agreement.

• The remaining provisions shall remain in full force and effect and be construed as if the severed provision had never been included.

23. Headings

• The headings used in this Agreement are for organizational purposes only and shall not be used to interpret or limit the meaning of any provision in this Agreement.

24. Interpretation and Enforcement

• The Parties agree that this Agreement shall be governed by and interpreted in accordance with the laws of New Zealand.

• Any legal action to enforce this Agreement or resolve disputes arising from it shall be brought before the courts of New Zealand, which shall have exclusive jurisdiction.

Agreement and Signature

By completing the following steps, you confirm that you have read, understood, and agree to all the terms and conditions set forth in this Agreement:

1. Ticking the Checkbox:

   • You must tick the checkbox labeled "I agree to the terms and conditions" to acknowledge your acceptance of this Agreement.

2. Providing Your Signature:

   • You must draw your signature in the designated signature box using your mouse or touchscreen. This digital signature will serve as your legally binding agreement to the terms of this contract.

By completing these steps, you acknowledge and agree that:

• Your electronic acceptance and signature carry the same legal weight and enforceability as a physical signature under New Zealand law, including the Electronic Transactions Act 2002.

• A time stamped copy of this Agreement, including your name, email address, company name, and signature, will be generated and stored as part of The Company’s records.

If you do not agree to the terms and conditions of this Agreement, do not tick the checkbox or sign in the designated signature box.