Voice AI Services Agreement

Any and all purchases and payments made by Client to Agency are governed by a strict no-refund policy with no exceptions whatsoever under any circumstances. The reasons for this include, but are not limited to, the fact that Agency, at the time of contract engagement with Client, often immediately incurs service-fulfillment-related expenses such as the purchase of various tools, telephony minutes, AI model usage, services, time, and labor required to provide The Services to Client (collectively, "Fulfillment Expenses"). Agency frequently enters into no-refund contracts with providers of these Fulfillment Expenses, meaning that any issuance of refunds would cause Agency unacceptable financial losses.

Client agrees that they may not, at any time and for any reason whatsoever, attempt a chargeback of any credit-card payments made to Agency. In the case that Client attempts to chargeback a credit-card payment made to Agency, Client understands and agrees that they will be liable for a penalty fee equal to 3 times the original charges that were charged back, in addition to any and all expenses or losses incurred by Agency in its pursuit to defend and/or reverse the chargeback attempt, including but not limited to legal fees, time spent documenting and communicating about the matter with Client, banks, legal experts, etc.

Agency offers "Due Upon Receipt" Terms for all Client invoices with no grace period for accounts in arrears. Client agrees that they will maintain with Agency, at all times, a valid form of payment (e.g., credit card or bank information) that Client gives Agency permission to use for charges related to The Services. Such charges by Agency will be made in advance of services being rendered unless otherwise agreed between the Parties in writing. Agency reserves the right to suspend or cancel The Services during any period where charges are owed or no valid form of payment for Client exists, until such time as a valid, chargeable form of payment has been provided by Client and verified by Agency as valid for the outstanding amount owed. Furthermore, Client agrees that Agency shall not be liable for any losses or damages of any kind whatsoever related to any downtime of services resulting from delayed payment of charges by Client, for any reason.

Client understands that Agency incurs substantial fees and engages in substantial financial commitments when setting up The Services for Client, expenses that are amortized via monthly service fees paid across the initial minimum commitment term of a campaign. Furthermore, to provide The Services to Client, Agency frequently enters into long-term commitments with subcontractors and/or vendors (including telephony carriers, AI model providers, and voice-synthesis providers) to provide services over the minimum commitment period of the contract, and is therefore committed for that period. Additionally, it is expressly understood that the pricing offered by Agency to Client is contingent upon Client's commitment to fulfill the minimum contractual term as defined in this Agreement. As part of this condition, Client may be eligible for special pricing discounts and/or bonuses which are directly associated with the duration of their contractual term. Any failure to meet the minimum contract period may affect the applicability of such discounts and/or bonuses.

Due to the above considerations, any early termination of contract by Client not mutually agreed upon ahead of time in writing by both Agency and Client, and/or failure by Client to pay timely for services, shall result in an immediate early-termination penalty equal to the remaining monthly service fees due under the agreement. For example, if Client has 6 months remaining in their Voice AI services agreement for which Client pays $1,500/mo USD in fixed fees, and early terminates wrongfully, Client shall owe the full remaining amount due to Agency of $1,500 x 6 = $9,000 USD, and be billed for this amount immediately using the payment form on file.

In the case of service agreements involving fees that are not fixed and may vary over the course of time (e.g., usage-based or profit-sharing fee structures), the calculation for the remaining amount due will be as follows: the number of months (including partial months where applicable, rounded up to the nearest half-month) remaining in the agreement multiplied by the last fee paid to Agency. For example, if Client was last billed $10,000 USD in the 6th month of an agreement with a 12-month initial minimum term, and Client wrongfully early-terminates after 6 months, Client shall owe Agency $10,000 (average fee amount paid to date per month) x 6 (number of months remaining in agreement term) = $60,000 USD, and be billed for this amount immediately using the payment form on file.

In the event that less than a single month under any usage-based or profit-sharing portion of an agreement (after the evaluation period is complete, if any exists) has been completed, then the calculation for the last month's fee shall be computed based on the total days of that month that were completed, with the remaining days assumed to be equal to the average of the completed days of that month, and this calculation being used to project the remaining month's figures.

In the event that the payment form on file cannot be charged, Client will accrue an annual APR compounded interest rate of 18% (1.5% per month) for any amounts owed to Agency beginning 7 days from the attempt to charge, and after 30 days from this date, Client may either be referred to collections and/or legal proceedings to collect the debt, and/or Agency may enact the provisions outlined in Section 3(h) below. Client shall be solely responsible for any and all expenses incurred by Agency in attempting to collect any debts owed by Client, in addition to any applicable interest charges.

We will automatically use your forms of payment on file (e.g., credit/debit card, EFT/bank account info, etc.) to purchase products and/or services according to the payment schedule specified in your agreed-upon services with us. These types of payments include, but are not limited to:

1. Monthly Services and Renewable Product Licenses/Subscriptions. We will initiate payment in a reasonable amount of time after we receive this signed form for any applicable initial service setup fees, and then for your services and/or products according to the billing/subscription schedule outlined in your authorized proposal and/or invoice.
2. Usage-Based Charges. Your card may be charged for usage-based fees including but not limited to per-minute telephony charges, per-call fees, premium AI model usage, outbound dialing minutes, and text-message overages, at the rates specified in your proposal or pricing page. These may vary month to month based on actual volume.
3. Miscellaneous Consultative and Other Hourly Service Fees. We will use your payment information once per month for any billable hours (logged and billed to the closest half-hour/30 minutes) that have accrued for services that go beyond the scope of any monthly services you are paying for with us. In some cases these may have been generated from email or phone requests from authorized parties at, or connected with, your business to our team.

You may request cancellation of your services with us at any time using the cancellation form on our site. We require thirty (30) days' notice for cancellations of services, delivered electronically using our form (other method of notice will not be considered valid for the purposes of calculating the actual termination date). Please keep in mind that some services and campaigns carry minimum initial terms, and in those cases you will be responsible for payment of the remainder of the minimum initial billing term based on the original proposal or agreement you signed or the default billing and payment terms defined herein. If you cancel services prior to the end of your current term, any fees for the remainder of that term will be considered immediately due and payable and charged to your form of payment on file per the terms of Section 3(d) above. Agency reserves the sole and exclusive right to refuse or terminate existing services to anyone for any or no reason, unconditionally. In the event of our termination of services, Client will be given a minimum of twenty-four (24) hours' notice of such termination.

Security Lien and Interest; Rights to File UCC-1 Financing Statement and International Equivalents. In the event that Client defaults on payment obligations under this Agreement (hereafter any such Client shall be referred to as "Debtor"), and/or prematurely terminates this Agreement prior to the end of the stipulated term, Agency shall enforce the remedies outlined in Section 3(d) above. In the event the remedies in Section 3(d) are not possible for any reason whatsoever (including but not limited to Agency's inability to successfully charge Client's form of payment on file), Agency shall be entitled, without limiting any other rights and remedies that may be available under this Agreement or by law, to file financing statements, amendments, and continuation statements, inclusive of but not limited to a UCC-1 Financing Statement, in any jurisdiction it deems necessary to perfect and maintain the perfection of Agency's security interest. Such filings may be made with or without the signature of the Client/Debtor, and may include a description of collateral.

Client acknowledges and affirms that this Agreement is legally binding under the laws of the State of Wyoming, United States, and is additionally applicable to any and all foreign jurisdictions including, but not limited to, Canada, Australia, and wherever the Client may conduct operations. Client further agrees to complete any necessary paperwork and undertake any actions required by local law to enact Agency's rights under this Agreement in such foreign jurisdictions, subject to obtaining appropriate local legal counsel. Client accepts that, regardless of their place of residence or location of business, any breach or default of this Agreement may result in Agency asserting its right to file a UCC-1 lien or its equivalent in the foreign jurisdiction(s) where such action is legally permitted.

In the event that Client fails to make full and timely payment for services rendered by Agency as outlined in this Agreement, Agency shall have the right to secure the unpaid debts by filing a Uniform Commercial Code (UCC-1) financing statement, also referred to as a lien, against any and all of Client's current or future assets, as permitted by applicable law. Agency's right to secure the unpaid debts through this lien shall be effective as of the date of the UCC-1 filing.

Scope of Security Interest: The lien created through the UCC-1 filing shall encompass any and all assets, tangible or intangible, owned by Debtor and shall include, but is not limited to, real property, personal property, accounts receivable, inventory, equipment, intellectual-property rights, bank accounts, and any other assets owned by Debtor. Agency shall have a security interest in all such assets to secure the unpaid debts owed by Debtor to Agency.

Notice and Documentation: Prior to filing the UCC-1 financing statement, Agency shall provide written notice to Debtor regarding the unpaid debts and the intention to secure those debts through a lien. This notice shall allow Debtor a reasonable period, as specified by applicable law, to rectify the unpaid debts. If the debts remain unpaid following the notice period, Agency shall proceed with the UCC-1 filing. Agency shall keep accurate records of all communications, notices, and documents related to this section.

Release of Lien: Upon full and complete payment of the outstanding debts owed by Debtor to Agency, Agency shall release the lien by filing the necessary documents to terminate the UCC-1 financing statement. Debtor shall bear any costs associated with the release of the lien, including any filing fees or administrative expenses.

We strive to maintain full transparency regarding our billing policies and practices. If you have any questions at all, please contact us at accounting@voiceagentsystem.ai.

All notices and other communications between the Parties must be executed in writing, including digital communications via website-form submission or electronic mail.

With the exception of notices related to the cancellation of services as specified in Section 15 above, the Parties shall give all notices and communications between the Parties by (i) personal delivery, (ii) a nationally-recognized next-day courier service, (iii) first-class registered or certified mail, postage prepaid, (iv) fax, or (v) electronic mail to the party's address specified in this agreement, or to the address that a party has notified to be that party's address for the purposes of this section.

A notice given under this Agreement will be effective on:

1. the other party's receipt of it; or
2. if mailed, on the earlier of the other party's receipt of it and the fifth Business Day after mailing it.