Terms of Service

(a) Business use only. The Services are for business use. You must be at least 18 years of age (or the age of majority where you live) and have legal capacity to contract.

(b) Authority. If you accept these Terms for a business, you represent that you are authorized to bind it, and “you” includes that business. You are responsible for the use of the Services by your employees, contractors and representatives.

(c) Electronic or physical agreement. These Terms may be entered into electronically or physically, both of which are legally binding.

(a) Managed service. We work with you to map your current workflows, load the knowledge you approve, connect the systems you already use, test before launch, and monitor after launch. Specific deliverables, integrations and timelines are described in your contract.

(b) Your inputs. Launch depends on you providing accurate information, approvals and system access on time. Delays on your side may delay launch and do not reduce fees already due. Providing inaccurate information, delay in response, and other such lack of professionalism on the Client’s side may result in additional fees, as outlined in section 9.

(c) Approval gates. Actions that affect money or customer records (for example payments, refunds, or changes to client files) are configured to require approval by your authorized personnel. You are responsible for designating authorized approvers and for the decisions they make.

(d) Logging. We log automated actions taken by the Services, intended so that it ensures a consistency of our Services over time. Reviewing these logs will assist us in improving our Services.

(e) Changes. We may improve, modify or replace features. During a paid term, we will not materially reduce the core functionality you have paid for without giving 7 day notice.

(a) Roles. For personal information of callers and other individuals contained in Client Data (defined in Section 6), you are the organization with primary control of, and accountability to those individuals for, that information.

(b) Our commitments when processing Client Data. We will: (i) process personal information in Client Data only to provide the Services to you, as these Terms and your documented instructions allow, and as required by law; (ii) keep it confidential and limit access to personnel and sub-processors who need it and are bound by confidentiality obligations; (iii) protect it with safeguards appropriate to its sensitivity (see Privacy Policy, Section 11); (iv) use sub-processors only under written terms that require them to protect it to a standard consistent with these Terms, and remain responsible for their performance; (v) refer to you, and reasonably assist you with, requests from individuals for access, correction or deletion; (vi) notify you without unreasonable delay after becoming aware of a breach of security safeguards affecting Client Data, so that you can meet your own obligations; and (vii) return or delete Client Data as set out in Sections 6(f) and 17(e).

(c) Sub-processors. You authorize our use of sub-processors in the categories listed in our Privacy Policy. A current list of specific sub-processors is available on request at support@augova.com. We will give notice of material changes regarding sub-processors that handle Client Data, and you may object on reasonable data-protection grounds, in which case we will work with you in good faith to find a solution.

(d) Accuracy and authority. You represent that information you provide to us is accurate and that you have the authority to provide it to us.

You must keep your credentials confidential, may not share individual logins, and must promptly tell us if you suspect unauthorized access. You are responsible for activity under your account. Keep your contact details current: we will send notices to the email address you provide. Provided that a breach of confidentiality or other such events occur as the result of your failing, the Client is responsible to cover any fees and costs as outlined in section 9.

(a) Compliance with law. You are responsible for ensuring that your use of the Services, and the instructions and configuration you give us, comply with the laws that apply to your business.

(b) Accuracy of business knowledge. You are responsible for the accuracy, completeness and currency of the business information you give the Services (such as hours, services, pricing, policies and FAQs) and for updating it promptly. We are not responsible for outputs that reflect inaccurate or outdated information you supplied.

(c) Industry compliance. You are solely responsible for ensuring that your use of the Services complies with the laws and professional rules that apply to your business, including, where applicable, the rules of the Law Society of Ontario, the College of Physicians and Surgeons of Ontario, the Royal College of Dental Surgeons of Ontario and other regulatory colleges. Although the Services may offer industry-specific knowledge that is specifically provided or approved by the Client, the Services do not provide legal, medical, dental, therapeutic, financial or other professional advice, and you must configure them so that they do not purport to do so. Nonetheless, the Client is advised and knowingly acknowledges that such Services may be prone to technological error and, therefore, failure to provide accurate information and/or advice in relatively rare occasions not only does not constitute termination of the Services but is also expected.

(d) Review of AI actions. You are responsible for reviewing the actions, bookings, messages and summaries produced by the Services within a reasonable time (for example, verifying booked appointments), and for human follow-up where accuracy matters. Human oversight remains your responsibility.

(e) Messaging and calling laws. If you use the Services to send text messages, emails or other commercial electronic messages, you are responsible for compliance with Canada’s Anti-Spam Legislation. For any outbound calls, you are responsible for compliance with the CRTC’s Unsolicited Telecommunications Rules and the National Do Not Call List requirements. Unless the contract between the Client and Augova expressly provides for outbound calling, the Voice Agent is for inbound calls only.

(f) Emergencies. The Services are not designed to handle emergencies. You must configure a clear route to a human or to 911 wherever a caller might need urgent assistance, and you are responsible for that configuration.

(a) Definitions. “Client Data” means all data that you, your callers or your users provide to or through the Services, or that we collect on your behalf. It includes audio recordings, transcripts, call metadata (caller number, duration, timestamps), extracted details (names, contact details, appointment details, call intent), documents and knowledge base content you upload, and records from connected systems. “Output” means the responses, summaries, transcripts, bookings and other results the Services generate from Client Data.

(b) Ownership. As between you and Augova, you own your Client Data and, to the extent you have any rights in it, your Output. Nothing in these Terms transfers ownership of Client Data to us.

(c) Limited licence to us. You grant us an exclusive, worldwide licence, during the term and for the retention periods in Section 6(f), to host, process, reproduce, transcribe, analyze and display Client Data and Output solely to provide, secure, support and monitor the Services for you, to comply with law, and to enforce these Terms. This licence is not perpetual or irrevocable. You do not retain the right to share the Client Data and Outputs obtained as the result of your customers’ interaction with the Services to any other entity without Augova’s express consent.

(d) No training on identifiable Client Data. We aspire to not use identifiable Client Data, including call audio and transcripts, to train or fine-tune AI models, whether ours or anyone else’s. We use AI model providers under enterprise or API terms that do not permit them to use Client Data to train their models. Nonetheless, you are knowlingly acknowledging that it is yet possible for such Client Data to be used in the furtherance of our Services in certain instances.

(e) Service improvement with de-identified data. We may generate and use aggregated or de-identified statistics and quality metrics (for example call volumes, latency and error rates) that do not identify you, your callers or any individual, to operate, evaluate and improve the Services. We will not attempt to re-identify such data.

(f) Retention and deletion. Unless your contract provides otherwise, all call audio and transcripts and extracted records are retained indefinitely for Augova’s use. These periods are subject to legal holds and legal retention requirements.

(g) Data location. Client Data is hosted in Canada by default. Some sub-processors, including certain AI model, telephony or messaging providers, may process certain data outside Canada, as described in our Privacy Policy.

(h) Necessary rights. You represent and warrant that you have all rights and authority necessary to provide Client Data to us and for us to process it as described in these Terms, and that doing so will not violate any law or the rights of any person.

(i) Safety and monitoring. We may monitor usage and review calls and logs to maintain security, prevent misuse, investigate suspected violations of Schedule B, provide support and comply with law, and we may suspend or restrict the Services in the circumstances described in Section 17.

(a) AI may be inaccurate. The Services use artificial intelligence, including large language models and speech recognition and synthesis. These systems are probabilistic and can produce inaccurate, incomplete, misleading or fabricated information (“hallucinations”), mishear or mis-transcribe speech (including names, numbers, accents and technical terms), misunderstand a caller’s intent, or fail to complete a task.

(b) No guarantee of accuracy or outcome. We do not guarantee the accuracy of transcripts, bookings, summaries, data extraction or responses, or that any call will be answered, converted to a booking or lead to any result. The Services may at times provide inaccurate expert or non-expert advice. We are, however, committed to reducing as much error within our Services as possible.

(c) Output may not be unique. Because of the nature of machine learning, similar inputs may generate similar outputs for different clients. Outputs generated for others are not your Output.

(d) Safeguards. We design the Services with controls such as approved knowledge sources, approval gates, human hand-off options, logging and monitoring. These reduce, but cannot eliminate, risk. The Services are not suitable as the sole basis for decisions with legal or similarly significant effects on individuals without appropriate human review.

(e) Responsible AI. We aim to follow responsible AI practices, including testing for quality and bias, and we will update our practices as Canadian and international law on artificial intelligence develops.

(a) Ownership. The Services, including the software, AI agent configurations, workflows, prompts, templates, models we develop, system architecture, documentation and Website, and all intellectual property rights in them, are owned by Augova or our licensors. We reserve all rights not expressly granted.

(b) Licence to you. Subject to these Terms and payment of fees, we may, upon your request and our approval, grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the term to access and use the Services for your internal business purposes.

(c) Custom work. Unless your contract states otherwise, custom deliverables we build for you remain our intellectual property, and we grant you the licence in paragraph (b) to use them as part of the Services. Your pre-existing materials, branding and Client Data remain yours.

(d) Restrictions. You may not copy, reverse engineer, decompile, scrape or attempt to extract our source code, prompts, models or architecture; resell or white-label the Services without our written agreement; use the Services to build a competing product; or use Output to train a competing AI model.

(e) Trademarks. “Augova” and our logos are our trademarks. You may not use them without our prior written permission. We may name you as a client on our Website unless you tell us not to.

(f) Feedback. If you give us suggestions or feedback about the Services, you grant us a perpetual, royalty-free licence to use it without obligation to you. Feedback does not include Client Data.

(a) Fees. You will pay the setup, subscription, usage and other fees stated in your contract. Fees are in Canadian dollars unless stated otherwise and are exclusive of applicable taxes, including GST/HST and any provincial sales tax, which you must pay where applicable.

(b) Subscriptions and renewal. Unless your contract says otherwise, subscriptions renew automatically for successive terms of the same length as the initial term, at our then-current fees. We will notify you of any fee increase at least 7 days before renewal. To avoid renewal, you must give notice of non-renewal at least 30 days before the end of the current term.

(c) Usage overage. If your usage exceeds the volume included in your plan (for example, minutes or calls), you will be charged the overage rates in your contract.

(d) Payment. Subscription and usage tier fees are billed in advance and the possibility of overage usage fees are notified in advance, by pre-authorized credit card or another method we accept. You authorize us to charge your payment method for amounts due. Invoices are due within 7 days unless your contract states otherwise. Overdue amounts bear interest at 5.0% per day, or the maximum rate permitted by law if lower, and we may suspend the Services for non-payment after 7 days’ notice. Regarding overage usage, the Client is notified of either purchasing additional credits or upgrade to the next usage tier.

(e) No refunds. Except where these Terms or applicable law say otherwise, fees are non-refundable, including for unused minutes or partial periods.

(f) Disputed invoices. You must notify us of a billing dispute within 7 days of the invoice date and pay undisputed amounts when due.

(a) The Services rely on and interoperate with third-party services, including telephone carriers, AI model providers, speech services, cloud hosting, and your own business systems (for example calendars, CRMs, practice management and accounting tools) (together, “Third-Party Services”). We select our sub-processors with care.

(b) Third-Party Services are outside our control. Their outages, changes, errors or terms may affect the Services, and we are not responsible for them, although we will work reasonably to restore service or switch providers where practicable. Your use of Third-Party Services you select, such as your own CRM, is subject to their terms and is your responsibility.

You and your users must comply with Schedule B (Acceptable Use Policy). We may investigate suspected violations and act under Section 17.

Each party will keep the other’s non-public business, technical and pricing information confidential, use it only to perform or receive the Services, and protect it with at least reasonable care. This does not apply to information that is public through no fault of the recipient, was lawfully known to or independently developed by the recipient, or is lawfully obtained from a third party. A party may disclose confidential information as required by law, after giving notice where permitted. Personal information is also governed by Section 3 and our Privacy Policy.

To the fullest extent permitted by law, you will defend, indemnify and hold harmless Augova and our directors, officers, employees, contractors and licensors from third-party claims, and resulting losses, damages, penalties, costs and reasonable legal fees, arising out of or relating to: (a) Client Data or your instructions, including any claim that they infringe or violate a person’s rights; (b) your breach of these Terms, including Schedule B; (c) your violation of law, including privacy, telecommunications, anti-spam and professional regulatory law; or (d) your reliance on Output without the review required by Section 5(d). We will notify you promptly of any claim, you will control the defence with counsel reasonably acceptable to us, and you will not settle any claim that imposes liability on us without our consent (not to be unreasonably withheld).

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES, OUTPUT AND THIRD-PARTY SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, AUGOVA DISCLAIMS ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING FOR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT OUTPUT WILL BE ACCURATE, COMPLETE OR SUITABLE FOR YOUR PURPOSES. Nothing in these Terms excludes any warranty or condition that cannot lawfully be excluded.

(a) Excluded damages. TO THE FULLEST EXTENT PERMITTED BY LAW, AUGOVA WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITY (INCLUDING A MISSED OR MISBOOKED CLIENT, PATIENT OR CALL), GOODWILL OR ANTICIPATED SAVINGS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF ADVISED OF THEIR POSSIBILITY.

(b) Cap. AUGOVA’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE FEES YOU PAID TO AUGOVA FOR THE SERVICES ON THE SPECIFIC DATE(S) ON WHICH THE CLAIMS AROSE.

(c) Exceptions. Nothing in these Terms limits liability that cannot be limited under applicable law, including liability for fraud, gross negligence or wilful misconduct, or for bodily injury or death caused by negligence.

(d) Basis of the bargain. The parties agree that these limits reflect a reasonable allocation of risk and the fees charged.

(a) Target availability. We will use commercially reasonable efforts to make the production Voice Agent service available as much as possible, excluding scheduled maintenance (which we will try to schedule outside your business hours and, where practicable, announce in advance) and Excluded Events.

(b) Excluded Events. Unavailability caused by Third-Party Services (including outages of AI model providers, telephone carriers or cloud providers), your systems or configuration, your breach of these Terms, internet failures, or other events beyond our reasonable control is not a failure of our availability commitment.

(c) Fallback. We recommend that you configure a fallback, such as call forwarding to a person or voicemail, for periods when the Voice Agent is unavailable. You remain responsible for your own business continuity.

(d) Support. Support is available on business days via email or, upon request, via call or in-person visits. Sufficient and reasonable notice is required for phone call or in-person visits.

(a) Term. These Terms start when you accept them and continue until terminated. Each contract has its own term.

(b) Non-renewal. Either party may end a subscription at the end of its then-current term by giving notice under Section 9(b). Early termination by you does not entitle you to a refund of prepaid fees, except as these Terms expressly provide.

(c) Termination for cause. Either party may terminate on written notice if the other materially breaches these Terms and does not cure the breach within 30 days of written notice (or immediately, for a breach that cannot be cured). We may also terminate immediately if you become insolvent or breach Schedule B.

(d) Suspension. We may suspend all or part of the Services, with notice where practicable, if (i) fees are overdue, (ii) we reasonably believe that use violates law, these Terms or Schedule B, (iii) suspension is necessary to protect the security or integrity of the Services, callers or others, or (iv) a law or regulator requires it.

(e) Effect; return and deletion of data. On termination, your right to use the Services ends and unpaid fees become due. Use of Client Data obtained up until the time of termination remains the sole discretion of Augova.

(f) Update(s). Augova retains the right to sporadically update its Terms of Service, Privacy Policy, and any other contractual document between you and us without your express consent. However, we remain committed to notifying you of any changes to our Terms of Service, Privacy Policy, and other contractual terms formally via email. Your lack of explicit dissent in a written and formal form is indicative of your consent. Any changes introduced in such fashion by Augova dwarfs the original Terms of Service, Privacy Policy, and other contractual terms initially entered into by you and us.

(a) Governing law. These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable there, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

(b) Informal resolution and mediation. Before starting a proceeding (other than one for urgent injunctive relief), the party raising a dispute will give written notice to the other, and the parties will try in good faith to resolve the dispute within 30 days. If it remains unresolved, either party may propose non-binding mediation in Toronto, Ontario before a mutually agreed mediator, with costs incurred as normal by the Canadian legal system.

(c) Courts. Subject to paragraph (b), the parties irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario sitting in Toronto for any dispute arising out of or related to these Terms or the Services. Either party may seek injunctive relief to protect its intellectual property or confidential information in any competent court.

(d) Language. The parties have expressly required that these Terms and related documents be drawn up in English.

You represent that you are not subject to Canadian sanctions (including under the Special Economic Measures Act and the Justice for Victims of Corrupt Foreign Officials Act), and that you will not use or export the Services in violation of Canadian or other applicable export control or sanctions law.

(a) Entire agreement. These Terms (including Schedules A and B), the contract, our Privacy Policy and any other signed document are the entire agreement on their subject matter and supersede all prior discussions and agreements. Your purchase orders or other terms do not apply.

(b) No waiver; severability. Failure to enforce a provision is not a waiver. If a provision is unenforceable, it will be modified to the minimum extent necessary and the rest remains in effect.

(c) Assignment. You may not assign these Terms without our written consent. We may assign them to an affiliate or in connection with a merger, acquisition or sale of substantially all of our business or assets, on notice to you.

(d) Force majeure. Neither party is liable for delay or failure (other than a failure to pay) caused by events beyond its reasonable control, including natural disasters, power or internet outages, acts of government, labour disputes, war, cyber-attacks not caused by its failure to maintain reasonable safeguards, or failures of public telecommunications networks.

(e) Independent parties. The parties are independent contractors. There are no third-party beneficiaries, except Augova’s indemnified persons under Section 13.

(f) Notices. We may give notice by email to the address on your account or by in-product notice. You may give notice to support@augova.com and to our address below.

(g) Interpretation. Headings are for convenience only. “Including” means “including without limitation”. Dollar amounts are in Canadian dollars unless stated otherwise.

For general inquiries: info@augova.com. For support-related inquiries: support@augova.com.

These terms apply in addition to the Terms where you use Augova Voice Agents.

A1. Description. The Voice Agent answers inbound calls, converses with callers in the languages specified in the contract, provides information from your approved knowledge, takes messages, books or reschedules appointments, routes or transfers calls, and sends summaries to you. Capabilities and supported languages are described in the contract and may change.

A2. Recording and transcription. Calls may be recorded and transcribed to provide the Services. Recordings and transcripts are retained and handeled as outlined in Section 6(f).

A3. Voice data. We may create voiceprints, use callers’ voices to identify or authenticate them, or clone or synthesize a caller’s voice, unless expressly stated in the contract.

A4. Telephone numbers and carriers. You will provide or port only telephone numbers that you have the right to use. Calls are carried by third-party telecommunications carriers, whose outages or limitations may affect call quality or availability. We are not responsible for carrier charges you incur directly.

A5. Caller identification. You may not configure caller ID or numbers in a way that is misleading or violates CRTC rules.

A6. Urgent or sensitive calls. You must configure keywords, escalation and transfer rules so that callers who may need urgent help, who ask for a person, or who raise complaints, legal threats or safety concerns are transferred or flagged to you promptly. We do not guarantee that every such call will be detected.

A7. Fair use. Minutes, concurrent calls and other limits are described in your contract. We may throttle or limit usage that threatens the stability of the Services.

A8. Other products. Document Intelligence, Process Automation and Custom AI engagements are governed by these Terms and the applicable contract, which will describe additional data sources, integrations, deliverables and acceptance criteria.

You will not, and will not permit anyone to, use the Services:

1. For unlawful purposes, or in violation of any applicable law, regulation or professional rule.
2. For outbound spam, robocalling or telemarketing in violation of CASL, the CRTC’s Unsolicited Telecommunications Rules or the National Do Not Call List, or for mass unsolicited calls or messages of any kind.
3. To impersonate any person or organization, to mislead callers into believing they are speaking with a human, to clone any person’s voice without consent, or to create deepfakes or deceptive content.
4. To harass, threaten, defame, discriminate against or exploit any person, or to make decisions that unlawfully discriminate on a ground protected under the Ontario Human Rights Code or the Canadian Human Rights Act.
5. To collect highly sensitive data such as Social Insurance Numbers, government ID numbers, full payment card numbers or banking credentials, unless we have expressly agreed in writing that the Services are configured for that purpose.
6. To process personal health information without a clear and formal notice to your customers beforehand.
7. To handle emergency calls as a substitute for emergency services, or in any life-safety application.
8. To knowingly process data of children under 13 or to direct the Services to children, other than incidental calls to your regulated business.
9. To generate or distribute malware, content that sexually exploits minors, or content promoting violence, hate or terrorism.
10. To probe, scan, test the vulnerability of, overload or circumvent the security or rate limits of the Services; to attempt prompt injection or other attacks to extract confidential configuration; or to interfere with other clients.
11. To scrape, reverse engineer or resell the Services, or to train a competing AI model using Output.
12. In violation of sanctions, or in a manner that infringes anyone’s intellectual property, privacy or other rights.

We may investigate suspected violations, remove or restrict access, suspend or terminate the Services, and report violations to authorities where required or appropriate.