1) Definitions

• “Company,” “we,” “us,” means $YourLegalEntityName$.
• “Client,” “you,” means the business customer subscribing to the Service.
• “Service” means our AI voice agent, hotline/telephony integration, dashboards, APIs, and related support.
• “Caller Data” means any information relating to callers/end users handled through the Service (including audio/transcripts if enabled).
• “Client Materials” means your scripts, knowledge base, policies, FAQs, prompts, routing rules, and any data you provide or make accessible (including CRM data).

2) Acceptance; order of precedence

By using the Service or signing an order form/statement of work (“Order”), you agree to these Terms. If an Order conflicts with these Terms, the Order controls only for that specific conflict.

3) Scope of Service; no guarantee of outcomes

3.1 Service purpose. The Service is intended to automate IVR and handle routine customer calls and workflows configured by the Client.
3.2 No performance or business guarantee. We do not guarantee that the Service will:

• resolve any minimum percentage of calls,
• reduce costs, increase revenue, or improve satisfaction,
• prevent reputational harm, complaints, chargebacks, or disputes, or
• operate without errors, interruptions, hallucinations, misrouting, or misunderstandings.
  3.3 Beta/preview features. Any pilot, beta, or preview features are provided “as is” and may be changed or discontinued.

4) Client responsibilities (key risk allocation)

You are responsible for:

• Accuracy of Client Materials. Ensuring your scripts, policies, offers, prices, eligibility rules, and FAQs are correct and updated.
• Configuration decisions. Choosing call flows, escalation thresholds, and what the AI is allowed to say/do.
• Compliance and notices. Providing required caller disclosures (e.g., AI use, call recording), and obtaining any required consents.
• Human oversight. Maintaining a process for handling escalations, complaints, and sensitive requests.
• Prohibited use controls. Not using the Service for high-risk uses (Section 6).

5) AI-specific acknowledgments

You acknowledge and agree that:

• AI outputs can be inaccurate, incomplete, or inappropriate in some situations.
• Background noise, accents, code-switching, line quality, and ambiguity can cause errors in transcription or understanding.
• The Service may occasionally provide responses that a reasonable human agent would not provide.
• You are responsible for determining whether AI-generated responses are suitable for your business and customers, and for configuring handoff to human agents where needed.

6) Prohibited and high-risk uses

Unless we expressly agree in writing, you may not use the Service for:

• Emergency services (police, fire, ambulance), or urgent medical triage.
• Legal, medical, or financial advice to callers.
• Binding decisions (e.g., credit approvals/denials, insurance underwriting/claim decisions) without human review.
• Collection of highly sensitive data (e.g., full card numbers/CVV, passwords, government IDs) through the AI.
• Any use that violates law, telecom regulations, or third-party rights.

We may suspend the Service if we reasonably believe prohibited use is occurring.

7) Change management; client approvals

You control what the agent says through your configuration and materials. If you request changes (new scripts, new workflows, new integrations), you agree to test and approve changes in a staging or pilot environment where available before going live. You are responsible for reviewing the accuracy of any call flows that reference your business rules.

8) Service availability; maintenance

We aim for reliable uptime but do not guarantee uninterrupted availability. The Service may be unavailable due to maintenance, telecom outages, vendor failures, force majeure, or other reasons outside our control.

9) Fees; billing; taxes

Fees, billing cycles, overages, and included usage are set out in your Order. You are responsible for applicable taxes and telecom charges unless stated otherwise.

10) Intellectual property

We retain all rights in the Service, including models, software, and configurations we create that are not uniquely your proprietary materials. You retain rights in your Client Materials. You grant us a limited license to use Client Materials solely to provide and support the Service.

11) Data processing and privacy

We will handle Caller Data and Client data in accordance with our Privacy Policy and any data processing terms agreed with the Client. You authorize us to process data as necessary to provide the Service, including use of subprocessors (e.g., telephony, cloud, AI vendors).

12) Confidentiality

Each party may receive the other’s non-public information. Each party agrees to use confidential information only to perform under these Terms and to protect it using reasonable care. Standard exceptions apply (public, independently developed, lawfully obtained).

13) Suspension and termination

13.1 Termination for convenience. Either party may terminate per the Order’s notice period (or if none, $e.g.,30days$ written notice).
13.2 Termination for cause. Either party may terminate immediately for material breach not cured within $e.g.,14days$ after notice.
13.3 Suspension. We may suspend access for non-payment, security risk, prohibited use, or legal compliance needs.

14) Disclaimers (important)

14.1 As-is. To the maximum extent permitted by law, the Service is provided “as is” and “as available.”
14.2 No warranties. We disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and that the Service will be error-free or meet your requirements.
14.3 No guarantee against reputational harm. We do not warrant that use of the Service will not lead to negative reviews, complaints, social media posts, regulatory inquiries, or reputational damage.

15) Limitation of liability (reputation / revenue loss concerns)

15.1 Exclusion of indirect losses. To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, business, reputation, opportunities, anticipated savings, or data—even if advised of the possibility.
15.2 Liability cap. To the maximum extent permitted by law, our total aggregate liability arising out of or related to the Service (contract, tort, negligence, strict liability, or otherwise) will not exceed the fees paid or payable by Client to us for the Service in the $3/6/12$ months immediately preceding the event giving rise to the claim.
15.3 Allocation of risk. You agree that fees reflect this allocation of risk and that we would not provide the Service without these limitations.

Note: The “cap period” (3/6/12 months) is a key business decision. Many SaaS providers use 12 months; more aggressive positions use 3–6 months.

16) Client indemnity (another strong protection)

You will defend, indemnify, and hold harmless the Company and its directors, officers, employees, and suppliers from any third-party claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from or related to:

• your Client Materials (accuracy, legality, IP infringement, misleading statements),
• your products/services, fulfillment, refunds, or business conduct,
• your failure to provide required notices/consents,
• your misuse of the Service, or
• your violation of law or third-party rights.

17) Our indemnity (optional / limited)

If you want to offer a market-standard assurance: we can indemnify you for third-party claims alleging the Service (as provided by us) infringes IP rights—with exclusions for Client Materials, integrations, misuse, or modified configurations. This is often negotiated enterprise-by-enterprise.

18) Claims process; mitigation

If a dispute arises, both parties agree to:

• promptly notify the other,
• provide reasonable cooperation, and
• mitigate damages where feasible (e.g., disabling a problematic flow, enabling forced human handoff).

19) Publicity

Unless agreed otherwise, you grant us permission to use your company name and logo as a Client reference. Either party may revoke this with written notice.

20) Governing law; dispute resolution

These Terms are governed by the laws of Hong Kong (or $insert$). Any dispute will be subject to the exclusive jurisdiction of the courts of Hong Kong, unless the Order specifies arbitration.

21) Miscellaneous

• Force majeure: neither party liable for events beyond reasonable control.
• Assignment: Client may not assign without consent; we may assign as part of merger/acquisition.
• Severability: if a clause is unenforceable, the rest remains in effect.
• Entire agreement: these Terms + the Order are the complete agreement.
• Survival: confidentiality, IP, disclaimers, limitations, and indemnities survive termination.