Terms of Service

1. Who we are and what this covers

Valistix Inc. is an Ontario corporation ("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.

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.
• 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.

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). Your initial term starts at go-live.

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.

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, 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.

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 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. Full details are in the Refund Policy.

Yours

Your phone number stays yours. Your call recordings, transcripts, website files, customer data, and ad accounts are yours. If you leave, we give you a full export within 14 days of asking (see section 10).

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. 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 second full month of the campaign. The first month is the platform's learning period and is not covered. We count leads month by month. 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; 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.
• 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. Ad spend is paid to the platform and is never refunded by us. The setup fee is not refunded under this guarantee. What is free is our management fee; ad spend, 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.

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.
• 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. 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.

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, plus GST or HST at the rate for their province and any provincial sales tax that applies. We add applicable taxes to every invoice.
• 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. Website builds are 50% before design starts and 50% before launch. Minutes beyond your plan allowance are billed at the per-minute rate on your Order Form with the next monthly charge.
• How you pay. By card or, for Canadian clients, by pre-authorized debit, through Stripe. You authorise us to charge the payment method on file for every amount due under this agreement, including renewals and overage. 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 and your forwarded calls go to your own voicemail until the balance is paid. Amounts stay owing while services are paused.
• 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 dispute; a chargeback on a valid charge pauses service until it is resolved.
• 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.

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: 6 months from go-live. Website care and hosting: month to month from launch. Your Order Form may set a different term.
• Renewal. After the initial term, services continue month to month.
• How to cancel. Email hello@valistix.com 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.
• 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.
• What happens after. Section 10 (ownership and export) applies. Amounts already owing stay owing.

10. Ownership, data, and export

Yours. You own your phone number, your call recordings and transcripts, your website's content and files, your customer and lead data, your reviews, your Google Business Profile, and your ad accounts. 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.

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. 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 hello@valistix.com. 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 hello@valistix.com 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.

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.

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.

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.
• Notices. By email: to you at the address on your Order Form; to us at hello@valistix.com.
• 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.
• 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.
• 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., Ontario, Canada. Email hello@valistix.com. We answer within one business day. A mailing address for notices is on your Order Form.