Terms and Conditions

01.Scope of Services

Agency shall provide the services described in the applicable proposal, scope of work, or service description mutually agreed upon in writing by the Parties (the “Services”).

“Agency” means 10368504 Canada Inc., a corporation incorporated under the laws of Canada, doing business as Big Blue Collar and Autonomous Blue.

Client agrees to provide all content, approvals, access credentials, and feedback reasonably required for Agency to perform the Services in a timely manner. Agency shall not be responsible for delays, errors, or omissions resulting from Client’s failure to provide such materials or approvals.

Any services not expressly included in the agreed-upon scope shall be considered out-of-scope and will require a written change order or written approval from Client, which may result in additional fees.

02.Fees and Payment

2.1Service Fees. Client agrees to pay Agency the fees set forth in the applicable Proposal, Statement of Work, or Order Form. All fees are stated and payable in Canadian Dollars (CAD) unless otherwise agreed in writing.

2.2Activation Fee. Any one-time activation or implementation fee is due upon execution of this Agreement. Services will not commence until the activation fee has been paid and the required onboarding information has been received.

2.3Recurring Subscription Fees. Recurring subscription fees are billed automatically through Stripe using the payment method authorized by the Client.
The first monthly subscription payment will be charged on the date the Client completes the Stripe payment authorization. Subsequent subscription payments will be automatically charged on the same calendar day of each month thereafter (the "Billing Date").

2.4Payment Authorization. By completing the Stripe payment authorization, Client authorizes Agency to automatically charge the designated payment method for all recurring subscription fees and any additional charges authorized under this Agreement.
Client agrees to maintain a valid payment method throughout the term of this Agreement and to promptly update any expired or changed payment information.

2.5Additional Services. Unless otherwise stated in the applicable Proposal, services outside the scope of the monthly subscription—including additional configuration, prompt engineering, workflow modifications, integrations, consulting, or custom development requested by the Client—will be billed separately at Agency's then-current hourly rate. Such work will only be performed following Client approval.

2.6Failed Payments. If an automatic payment cannot be processed, Agency may notify Client and make reasonable attempts to collect the outstanding balance.
Agency reserves the right to suspend Services if payment has not been successfully received within seven (7) calendar days of the Billing Date. Services may resume once all outstanding balances have been paid in full.

2.7Late Payments. Any outstanding balance remaining unpaid for more than thirty (30) calendar days may accrue interest at the lesser of (a) 1.5% per month (18% annually) or (b) the maximum rate permitted by applicable law.
Failure to pay any amount due under this Agreement constitutes a material breach and may result in suspension or termination of Services.

03.Term and Termination

3.1Term. This Agreement shall commence on the Effective Date and continue on a month-to-month basis until terminated in accordance with this Section.

3.2Termination. Either Party may terminate this Agreement at any time, with or without cause, by providing thirty (30) days' written notice to the other Party.
The Client shall remain responsible for all fees incurred during the 30-day notice period.

3.3Effect of Termination. Upon termination:

04.Intellectual Property and Ownership

4.1Client Materials. The Client retains all right, title, and interest in and to its pre-existing intellectual property, business information, trademarks, customer data, documents, training materials, call recordings, call transcripts, routing requirements, and any other materials or content provided to the Agency in connection with the Services ("Client Materials").
The Client grants the Agency a limited, non-exclusive license to use Client Materials solely for the purpose of providing the Services under this Agreement.

4.2Agency Platform and Intellectual Property. The Agency retains all right, title, and interest in and to its AI platform, software, prompts, prompt engineering, workflows, automations, integrations, configurations, methodologies, templates, processes, documentation, and all other proprietary technology or intellectual property used to deliver the Services (collectively, the "Agency Platform"), including any modifications, enhancements, or improvements developed during the course of the engagement.
Nothing in this Agreement transfers ownership of the Agency Platform or its underlying intellectual property to the Client.

4.3Managed Service. The Services provided under this Agreement constitute a managed AI service and not a custom software development or software ownership engagement.
The Client is granted a limited, non-transferable, non-exclusive right to use the Services during the active term of this Agreement. This right automatically terminates upon termination or expiration of the Agreement.

4.4AI Knowledge Base and Configuration. Business-specific information supplied by the Client, including company information, service offerings, departments, routing requirements, business processes, and other onboarding materials, remains the property of the Client.
The Agency may use such Client Materials to configure and operate the AI Voice Intake Agent during the term of this Agreement.
The Client acknowledges that the implementation, structure, organization, prompt engineering, workflows, routing logic, system configuration, automation architecture, and technical methods used by the Agency to deliver the Services are part of the Agency Platform and remain the intellectual property of the Agency.
Upon termination of this Agreement, Client retains ownership of its original Client Materials but does not receive ownership, transfer, export, or licensing rights to the Agency Platform, underlying prompts, workflows, configurations, methodologies, or proprietary implementation framework unless otherwise agreed to in writing.

4.5Improvements and Enhancements. The Agency may continue to develop, improve, and enhance its platform, methodologies, prompts, workflows, and related technologies during and after the term of this Agreement. Nothing in this Agreement restricts the Agency from applying general knowledge, experience, techniques, or improvements developed while providing Services, provided that no Confidential Information of the Client is disclosed.

4.6Effect of Termination. Upon termination of this Agreement, the Client's right to access and use the Agency Platform and related AI services immediately ceases.
The Agency shall discontinue hosting and operation of the Client's AI agents and associated platform services in accordance with Section 3. The Client shall retain ownership of its Client Materials, but shall have no ownership rights in the Agency Platform, prompts, workflows, configurations, or other proprietary components used to deliver the Services.

05.Client Materials and Representations

5.1Client Materials. Client represents and warrants that all content, documentation, call recordings, call transcripts, knowledge base materials, routing instructions, trademarks, logos, images, and other materials provided to Agency are owned by Client or properly licensed, and that Client has the legal authority to permit Agency to use such materials in connection with the Services.

5.2Accuracy of Information. Client is solely responsible for ensuring that all information, documentation, routing rules, departments, personnel, products, services, and business information provided to Agency are accurate, complete, and up to date. Agency shall not be responsible for errors, omissions, or performance issues resulting from inaccurate, incomplete, or outdated information supplied by Client.

5.3Business Changes. Client agrees to promptly notify Agency of any changes that may affect the operation of the AI services, including changes to departments, personnel, phone numbers, routing requirements, products, services, business hours, or business processes.

5.4Use of Client Materials. Agency may use Client Materials solely for the purpose of configuring, operating, maintaining, supporting, and improving the Client's AI services throughout the term of this Agreement.

5.5Indemnification. Client agrees to indemnify, defend, and hold harmless Agency from any claims, damages, liabilities, costs, or expenses arising from Client-provided materials or Client's failure to maintain accurate or current information.

06.AI Service Disclaimer

Client acknowledges that artificial intelligence technologies are probabilistic in nature and may occasionally produce inaccurate, incomplete, or unexpected outputs. The AI Voice Intake Agent is provided as a managed technology solution designed to assist with inbound call handling, customer intake, information collection, and call routing based on Client-approved workflows.

While Agency will use commercially reasonable efforts to configure, maintain, monitor, and optimize the AI Voice Intake Agent, Agency does not warrant or guarantee:

Client acknowledges that the AI Voice Intake Agent is configured using information, workflows, routing requirements, and business knowledge provided during the onboarding process. The initial implementation is designed to establish a strong operational foundation; however, AI performance is expected to improve through ongoing observation, refinement, and optimization based on real-world customer interactions.

Client further acknowledges that AI performance is influenced by a variety of factors, including the quality, completeness, and accuracy of information provided by Client, the complexity and nature of customer interactions, caller behavior, changes within Client’s business, third-party technology performance, and ongoing optimization efforts.

The AI Voice Intake Agent is intended to enhance and support Client’s customer intake process and is not intended to replace human judgment, eliminate all customer service challenges, or perform identically across every customer interaction. Client understands that AI technology is continuously evolving and that no AI solution can be represented as flawless, error-free, or capable of handling every possible scenario upon implementation.

Improvements, enhancements, and expanded functionality are achieved through an iterative optimization process over time. Requests for additional customization, expanded knowledge, new workflows, additional integrations, or functionality beyond the agreed-upon scope of Services may require additional professional services and fees as outlined in this Agreement.

Client remains solely responsible for all business decisions, customer interactions following call transfer, compliance obligations, and any actions taken based upon information collected, summarized, or generated by the AI Voice Intake Agent.

07.Service Changes and Additional Services

The monthly subscription includes ongoing hosting, monitoring, platform maintenance, and standard technical support necessary to maintain the normal operation of the AI Voice Intake Agent.

During the first thirty (30) days following implementation, Agency will provide up to five (5) hours of prompt refinements, routing adjustments, and workflow tuning based on real-world usage at no additional charge.

Following the initial thirty (30) day optimization period, any requested modifications, including but not limited to:

shall be considered additional professional services and billed in thirty (30) minute increments at Agency's then-current hourly rate.

No additional work shall be performed without Client approval.

Client Access and Configuration Control

Client acknowledges that the AI Voice Intake Agent is provided as a managed service. To protect system performance, reliability, security, and the customer experience, configuration changes including prompt modifications, workflow adjustments, routing logic changes, integrations, and technical updates are reserved for Agency implementation.

Client may provide feedback, requested changes, business updates, and optimization recommendations; however, Client does not receive direct administrative access to modify the underlying AI configuration, prompts, workflows, or system architecture unless specifically authorized by Agency in writing.

Agency may make reasonable adjustments and improvements to the AI Voice Intake Agent as part of ongoing service delivery. Requests requiring additional configuration, expanded functionality, or customization outside the included Services will be handled according to the additional services process outlined in this Agreement.

Agency reserves the sole discretion regarding implementation methodology, AI configuration, prompt engineering, workflow architecture, and technical implementation. Client acknowledges that effective AI performance is achieved through ongoing refinement and optimization, and that requests for expanded functionality, new use cases, or changes beyond the agreed scope constitute additional services.

08.Third-Party Services

Unless otherwise expressly stated in writing, Client is solely responsible for all costs associated with third-party products and services used in connection with the Services, including but not limited to:

Agency does not control the pricing, availability, policies, functionality, or reliability of third-party providers and shall not be responsible for service interruptions, outages, pricing changes, API modifications, account suspensions, discontinued features, or changes made by such providers.

09.Third-Party Platforms

The Services rely upon third-party platforms, APIs, telecommunications providers, cloud infrastructure, and artificial intelligence models.

Agency shall not be liable for any delay, interruption, degradation of service, incompatibility, or failure resulting from changes, outages, limitations, pricing adjustments, or actions of any third-party provider.

Agency reserves the right to modify implementation methods, integrations, or technical architecture where reasonably necessary due to changes imposed by third-party providers.

10.Confidentiality and Non-Solicitation

Each Party agrees to maintain the confidentiality of the other Party’s non-public, proprietary, confidential, or business-sensitive information (“Confidential Information”) and shall use such Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement.

Confidential Information includes, but is not limited to, business information, customer information, operational processes, pricing information, technical information, documentation, systems, workflows, and any other information that is reasonably understood to be confidential based on the nature of the information or the circumstances in which it is disclosed.

Each Party shall use commercially reasonable measures to protect the other Party’s Confidential Information from unauthorized access, disclosure, or use. Neither Party shall disclose Confidential Information to any third party except to employees, contractors, professional advisors, or service providers who have a legitimate need to access such information and who are subject to confidentiality obligations.

The obligations of confidentiality contained in this Section shall not apply to information that:

Agency may utilize anonymized and aggregated operational data, usage statistics, performance metrics, and system-level insights generated through the provision of Services for the purpose of improving its platform, products, services, and AI capabilities, provided that such information does not disclose Client Confidential Information or personally identifiable customer information.

During the term of this Agreement and for two (2) years thereafter, neither Party shall knowingly solicit the other Party’s employees or contractors for the purpose of hiring or engagement without the prior written consent of the other Party. This restriction shall not apply to individuals who independently respond to general employment opportunities or public job postings.

This obligation of confidentiality and the restrictions contained within this Section shall survive termination or expiration of this Agreement.

11.Indemnification

Client agrees to indemnify, defend, and hold harmless Agency and its officers, employees, contractors, affiliates, successors, and assigns from any claims, losses, liabilities, damages, costs, or expenses (including reasonable legal fees) arising from:

This obligation survives termination of this Agreement.

12.Limitation of Liability

To the fullest extent permitted by applicable law, neither Party shall be liable for any indirect, incidental, consequential, punitive, exemplary, or special damages, including but not limited to:

Agency shall not be liable for any claims, damages, losses, or liabilities arising from:

Agency's total cumulative liability arising out of or relating to this Agreement shall be limited solely to, and shall not exceed, the total fees actually paid by Client to Agency during the three (3) months immediately preceding the event giving rise to the claim.

13.Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to its conflict of law principles.

The Parties irrevocably submit to the exclusive jurisdiction of the courts located in Ontario, Canada.

14.Independent Contractor

Agency is an independent contractor. Nothing contained in this Agreement shall be construed as creating a partnership, joint venture, agency relationship, fiduciary relationship, or employment relationship between the Parties.

15.Force Majeure

Neither Party shall be liable for any delay or failure to perform resulting from events beyond its reasonable control, including but not limited to acts of God, natural disasters, governmental actions, war, terrorism, labour disputes, internet outages, telecommunications failures, cloud infrastructure failures, cybersecurity incidents, failures of artificial intelligence providers, API interruptions, or failures of third-party platforms.

16.General Provisions

16.1Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior discussions, proposals, representations, negotiations, and agreements relating to its subject matter.

16.2Amendments. No amendment or modification of this Agreement shall be effective unless made in writing and signed by both Parties.

16.3Assignment. Neither Party may assign or transfer this Agreement without the prior written consent of the other Party, except as part of a merger, acquisition, or sale of substantially all of its assets.

16.4Notices. Any notice required under this Agreement shall be provided in writing and may be delivered by email to the primary contact designated by each Party. Notice shall be deemed received on the date transmitted, provided no delivery failure notification is received.

16.5Severability. If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16.6Waiver. Failure by either Party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.

16.7Survival. The provisions relating to Payment Obligations, Intellectual Property, Confidentiality, Indemnification, Limitation of Liability, and any other provisions which by their nature should survive termination shall remain in effect following termination of this Agreement.

16.8Electronic Signatures. Electronic signatures and electronically transmitted copies of this Agreement shall be deemed original signatures and shall be fully binding upon the Parties.

17.Data Handling and Privacy

Client acknowledges that the Services may process customer information collected during inbound customer interactions, including but not limited to phone numbers, call recordings, call transcripts, customer inquiries, and other information provided during the intake process.

Agency will use commercially reasonable measures to protect Client information and will only process such information for the purpose of configuring, operating, maintaining, supporting, and improving the Services.

Client acknowledges that call recording, transcription, and related data capture functionality may be subject to applicable privacy laws, telecommunications regulations, disclosure requirements, and customer consent obligations. Client is solely responsible for ensuring that its call recording practices, customer notifications, disclosure procedures, and consent requirements comply with all applicable laws and regulations applicable to Client’s business.

Client is responsible for ensuring that appropriate notices, disclosures, or consent mechanisms are provided to callers where required, including any required notification that calls may be recorded or transcribed.

Agency does not provide legal, regulatory, or compliance advice regarding Client’s use of call recording, customer communications, or data collection practices. Client remains responsible for determining and implementing any required notices, disclosures, consents, policies, or procedures related to customer interactions and recorded communications.

Client authorizes Agency to process Client information and customer interaction data solely as necessary to provide the Services under this Agreement. Upon termination of Services, Agency will discontinue processing Client information except where retention is required for legal obligations, contractual enforcement, dispute resolution, internal recordkeeping, or other lawful business purposes.

Agency may utilize anonymized and aggregated operational data, usage statistics, and performance metrics for the purpose of improving its platform, products, services, and AI capabilities, provided that such information does not disclose Client Confidential Information or personally identifiable customer information.