Conrad Systems Client Services Agreement

Conrad Systems will provide an AI-powered telephone answering and receptionist service under the name "Conrad Systems." We will answer incoming phone calls to your business 24/7, interact with callers using an AI agent, including for purposes such as taking messages and scheduling appointments, and relay call details to you through email or our online client portal. We may also place follow-up calls or messages on your behalf if requested and if supported by your service configuration.

The Service does not include human agents, and Conrad Systems is not responsible for manual tasks beyond what the AI receptionist and configured integrations are capable of performing. Specific features, including appointment booking, call transfers, messaging, integrations, and other functionality, depend on your selected plan and configuration. Where the Service is configured as a white-label or agency service, callers may interact with the system under your business name, and communications may appear to come from your business.

After you sign up, Conrad Systems will configure the AI receptionist for your business. You agree to provide accurate and timely information reasonably required to set up and operate the Service, including business hours, call scripts, staff contact information, service offerings, phone call flows, pricing information where applicable, and other instructions needed to configure the system.

Where requested and supported, Conrad Systems may integrate the Service with your calendar, CRM, phone system, or other business software. Setup will begin after Conrad Systems has received the signed Agreement and any required setup fee or payment. You agree to cooperate in good faith by providing approvals, access credentials, system permissions, and other information reasonably requested during onboarding. Delays or incomplete information provided by the Client may postpone the service start date or affect the functionality of the Service.

You are responsible for your account and your use of the Service. You agree to ensure that all data, scripts, pricing, instructions, schedules, contact information, and other materials you provide are accurate, complete, current, and lawful. You are also responsible for keeping your business information, on-call schedules, phone numbers, service rules, and other information used by the AI receptionist up to date.

You are responsible for complying with all laws applicable to your use of the Service, including applicable privacy, telecommunications, call-recording, consumer-protection, and anti-spam requirements. Where required by law, you are responsible for providing callers with appropriate notice of call recording or transcription and obtaining any required consent. Conrad Systems is not responsible for errors, missed instructions, inappropriate responses, or other failures caused by inaccurate, incomplete, outdated, or unlawful information or instructions supplied by the Client.

You agree not to use the Service for any unlawful purpose, to violate the rights of another person, to transmit malicious or harmful material, or to use the Service in a manner that could reasonably harm Conrad Systems, its service providers, or third parties.

The Service relies on third-party providers, which may include telephone carriers, VoIP or SIP providers, AI and voice-processing services, SMS and email providers, hosting and storage providers, scheduling or CRM services, payment processors such as Stripe, and other technology providers necessary to operate the Service.

You acknowledge that Conrad Systems is not responsible for outages, interruptions, data loss, delays, or other failures caused solely by third-party providers. You agree to maintain any third-party accounts, permissions, licenses, phone numbers, or other resources that you are responsible for providing and to comply with the applicable terms of those services.

Conrad Systems will generally select providers that it considers appropriate for the Service, but cannot guarantee the availability, performance, security, pricing, or continued operation of any third-party service. If a third-party provider changes its terms, pricing, availability, or technical requirements, Conrad Systems may reasonably modify the affected configuration or pass through applicable third-party charges where appropriate.

Conrad Systems may collect and process information on the Client's behalf in connection with the Service. This may include information collected during calls handled by the AI receptionist, such as caller names, telephone numbers, voice recordings, call transcripts, appointment details, call summaries, and other information provided by callers, as well as business information supplied by the Client for purposes such as configuring the AI receptionist or its knowledge base.

Subject to this Agreement and applicable law, the Client retains ownership of its business data and Caller Data. Conrad Systems may access and use such information as reasonably necessary to provide, maintain, secure, troubleshoot, and support the Service, comply with legal obligations, prevent fraud or abuse, resolve disputes, and otherwise perform this Agreement. Conrad Systems will not sell Caller Data or use it for unrelated advertising purposes.

Both parties will comply with applicable privacy laws. Conrad Systems will use reasonable safeguards appropriate to the information it handles. The Client is responsible for determining the privacy and consent requirements applicable to its own business and for providing any notices and obtaining any consents required for its use of the Service, including requirements relating to call recording and transcription.

As a standard configuration, Conrad Systems retains call recordings and transcripts for approximately 90 days. The actual retention period may vary where a different retention period is required by the Client's configuration or service arrangement, where a legal obligation requires longer retention, where information must be preserved to establish, exercise, or defend a legal claim, where a security or fraud investigation requires temporary preservation, or where technical or backup systems require additional time for deletion to propagate. Other business records, including billing, account, contractual, and transaction information, may be retained for longer periods where reasonably necessary for business, accounting, legal, security, or dispute-resolution purposes.

The Client is responsible for downloading and retaining copies of information it is required to keep for its own legal, regulatory, business, or record-keeping purposes. Conrad Systems does not intentionally use Client call recordings, transcripts, or other customer-provided content to train or fine-tune generalized artificial intelligence models unless the Client expressly agrees to such use.

You agree to pay the fees for the Service as published on our pricing page or as quoted to you in writing. Fees are generally billed monthly and may be charged to your payment method through Stripe or by invoice where separately arranged. Your applicable service plan may include specified features, phone lines, usage allowances, minutes, or other limits, together with any applicable overage charges or additional service fees.

Customer pricing is denominated in Canadian dollars (CAD). Because Conrad Systems' payment processing and underlying platform costs may be denominated in U.S. dollars (USD), customers may be charged in USD at a fixed or applicable converted amount. The USD amount presented to the customer at checkout or in their service agreement represents the amount that will be charged.

You authorize Conrad Systems and its payment processor to charge your selected payment method for amounts properly due under your plan or this Agreement, including applicable sales taxes. Unless otherwise stated in writing, fees are exclusive of applicable taxes, and you are responsible for taxes imposed on your purchase of the Service other than taxes based on Conrad Systems' income.

All amounts are due when invoiced or charged. You may dispute a charge in good faith by notifying Conrad Systems promptly and explaining the basis of the dispute, but undisputed amounts must remain paid when due. Conrad Systems may suspend the Service for overdue amounts and may charge reasonable late fees where permitted by law.

Unless otherwise stated in your plan or required by law, fees are non-refundable. Cancelling a subscription stops future charges after the applicable cancellation period but does not automatically entitle the Client to a refund for a billing period that has already begun. The setup fee for the Service is non-refundable once the Client provides written approval to proceed and Conrad Systems has started work on the setup. Other setup, configuration, and customization fees are non-refundable once the applicable work has begun.

This Agreement begins on the Effective Date and continues on a month-to-month basis unless otherwise stated in a written order or service agreement. The Client may cancel the Service by providing 30 days' written notice to Conrad Systems.

Conrad Systems may suspend or terminate the Service immediately where the Client fails to pay amounts due, materially breaches this Agreement, uses the Service unlawfully, creates a security or operational risk, or uses the Service in a manner that could reasonably cause harm to Conrad Systems, its service providers, or third parties. Conrad Systems may also suspend affected functionality where necessary to respond to a security incident or a failure of an underlying third-party service.

Upon termination, the Client's access to the Service and client portal may end, and the Client must stop using Conrad Systems' proprietary materials and systems. The Client remains responsible for all fees incurred up to the effective date of termination, and termination does not automatically create a refund of previously paid fees.

If Conrad Systems materially breaches this Agreement, the Client may terminate the Agreement after providing written notice describing the breach and giving Conrad Systems 10 days to cure the breach, where the breach is reasonably capable of being cured. Provisions that by their nature should survive termination, including confidentiality, intellectual property, payment obligations, liability limitations, indemnification, and applicable dispute provisions, will survive.

The Service is provided on an "as is" and "as available" basis to the maximum extent permitted by law. Conrad Systems does not guarantee that the Service will be error-free, uninterrupted, continuously available, or suitable for every particular business purpose. We do not guarantee that every call will connect, that every caller will be handled correctly, that an AI response will always be accurate or appropriate, or that the Service will prevent every missed call, scheduling error, misunderstanding, or other business loss. The Client acknowledges that AI-based call handling has inherent limitations and should be used with appropriate human oversight for matters where accuracy or immediate human judgment is important.

To the maximum extent permitted by law, Conrad Systems will not be liable for indirect, incidental, special, consequential, exemplary, or punitive losses, including lost profits, lost revenue, lost business opportunities, or loss of goodwill, arising out of or relating to this Agreement or the Service, even if Conrad Systems has been advised that such losses might occur.

To the maximum extent permitted by law, Conrad Systems' total aggregate liability for all claims arising out of or relating to this Agreement or the Service will not exceed the total fees actually paid by the Client to Conrad Systems during the 12-month period immediately preceding the event giving rise to the claim. If the Client has paid no fees, Conrad Systems' aggregate liability will not exceed CAD $100. Nothing in this Agreement excludes or limits liability that cannot lawfully be excluded or limited under applicable law.

The Client agrees to defend, indemnify, and hold harmless Conrad Systems and its personnel from and against reasonable claims, damages, liabilities, losses, and costs, including reasonable legal fees, arising from or relating to the Client's unlawful use or misuse of the Service, information or instructions supplied by the Client, the Client's breach of this Agreement, the Client's violation of applicable law, or claims arising from the Client's own business operations, products, services, or communications with its customers.

This indemnification obligation does not apply to the extent a claim is caused by Conrad Systems' own breach of this Agreement, negligence, or willful misconduct.

Each party may receive confidential information belonging to the other party, including non-public business information, customer information, technical information, pricing, credentials, processes, and other information that a reasonable person would understand to be confidential. Each party agrees to protect the other party's confidential information using reasonable care and to use it only as necessary to perform or receive services under this Agreement.

Confidentiality obligations do not apply to information that is publicly available through no breach of this Agreement, was already lawfully known by the receiving party, is independently developed without use of the other party's confidential information, or is lawfully received from another source without a confidentiality obligation. A party may disclose confidential information where required by law or lawful legal process, provided that it gives notice to the other party where legally permitted and reasonably practicable.

These confidentiality obligations continue during the Agreement and for five years after termination, except that trade secrets will remain protected for so long as they qualify as trade secrets under applicable law.

Conrad Systems and its licensors retain all rights, title, and interest in the Service and its underlying technology, software, configurations, documentation, processes, interfaces, AI systems, and other intellectual property. The Client receives only a limited, non-exclusive, non-transferable right to use the Service during the term of the Agreement for its internal business purposes and in accordance with this Agreement.

The Client retains ownership of its own business information and data submitted to the Service. Subject to applicable third-party rights and the terms of this Agreement, the Client may use call recordings, transcripts, summaries, and other outputs generated for its business through the Service. The Client does not acquire ownership of Conrad Systems' underlying technology or third-party technology merely because those technologies are used to generate such outputs.

The Client may not copy, reverse engineer, decompile, disassemble, modify, resell, or attempt to extract the underlying technology of the Service except where such restriction is prohibited by applicable law. Feedback or suggestions voluntarily provided by the Client may be used by Conrad Systems to improve its services without creating any obligation to the Client, provided that doing so does not disclose the Client's confidential information.

Conrad Systems will maintain reasonable administrative, technical, and organizational safeguards appropriate to the sensitivity of personal information handled through the Service. These safeguards may include access controls, authentication, restricted access, security monitoring, encryption where appropriate, and reasonable measures designed to prevent unauthorized access, use, disclosure, alteration, or destruction.

If Conrad Systems becomes aware of a security incident involving Client Data that triggers notification obligations under applicable privacy law, Conrad Systems will provide notice to the Client as required by law and reasonably cooperate with the Client in addressing the incident. The Client agrees to promptly notify Conrad Systems if it becomes aware of unauthorized access to its account, compromised credentials, or another security issue affecting the Service.

Where Conrad Systems sends commercial electronic messages, such as marketing emails or promotional text messages, on its own behalf, Conrad Systems will comply with applicable requirements of Canada's Anti-Spam Legislation, including applicable consent, identification, and unsubscribe requirements.

Where the Service is used to send calls, texts, emails, or other communications on behalf of the Client, the Client is responsible for ensuring that the intended communications are lawful and that all required consents, notices, registrations, and opt-out mechanisms are in place. The Client must not instruct Conrad Systems to send communications that violate applicable privacy, telecommunications, anti-spam, telemarketing, or other laws.

Legal notices under this Agreement must be in writing. Conrad Systems may provide notices to the Client by email to the address associated with the Client's account or through the client portal where appropriate. The Client is responsible for keeping its contact information current and regularly checking the email address associated with its account.

The Client may provide legal notice to Conrad Systems by email at info@conradsystems.ca or by mail to 41 Mayvern Crescent, Richmond Hill, Ontario, L4C 5J5. Notices sent by email are deemed received when sent unless the sender receives an automated message indicating delivery failure. Notices sent by mail are deemed received three business days after mailing within Canada.

The Client may not assign or transfer this Agreement or its rights or obligations under it without Conrad Systems' prior written consent, except where the transfer occurs as part of a sale of substantially all of the Client's business assets and the assignee agrees in writing to be bound by this Agreement. Conrad Systems may assign this Agreement in connection with a sale, merger, reorganization, financing, or transfer of substantially all of its business or assets. This Agreement will bind and benefit the parties and their permitted successors and assigns.

This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-law principles. The parties agree that the courts located in Ontario will have jurisdiction over disputes arising out of or relating to this Agreement.

Before commencing formal legal proceedings, the parties agree to make reasonable efforts to resolve the dispute through good-faith discussions. Nothing in this section prevents either party from seeking urgent injunctive or other equitable relief where necessary to protect confidential information, intellectual property, security, or other rights.

Neither party will be responsible for delay or failure to perform an obligation caused by circumstances beyond its reasonable control, including natural disasters, severe weather, fire, war, civil unrest, labour disruptions, government action, internet or telecommunications failures, cloud or hosting outages, power failures, cyber incidents, or failures of third-party service providers.

If an underlying provider or infrastructure service becomes unavailable, Conrad Systems may temporarily suspend or modify affected features and will use reasonable efforts to restore the affected Service when reasonably practicable. Force majeure does not excuse the Client's obligation to pay amounts that became due before the force majeure event.

This Agreement, together with any written order, quote, plan description, and Conrad Systems Privacy Policy incorporated by reference, constitutes the entire agreement between the parties concerning the Service and supersedes prior discussions or understandings concerning the same subject matter. If there is a conflict between this Agreement and a separately signed written order, the signed order will control only with respect to the specific subject matter of that conflict.

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect, and the invalid provision will be interpreted or modified to the minimum extent necessary to make it enforceable where permitted by law. A failure to enforce any provision is not a waiver of the right to enforce it later.

Conrad Systems may update this Agreement from time to time to reflect changes to its services, technology, business practices, or legal requirements. For material changes affecting an existing Client, Conrad Systems will provide reasonable notice where appropriate. Continued use of the Service after the effective date of a material change constitutes acceptance of the updated Agreement, except where applicable law requires a different process.

Questions about this Agreement or the Service may be directed to:

Acknowledgment: By signing this Agreement or electronically agreeing to the Service, you acknowledge that you have read, understood, and agree to this Client Services Agreement and that you are authorized to bind the Client business.