Terms & Conditions

1. Business Use Only

The Services are offered exclusively for business and commercial use. By purchasing or using the Services, you represent and warrant that you are acting on behalf of a business, commercial entity, or legitimate business activity, and that you have the authority to bind such business or entity to these Terms. The Services are not intended for personal, household, or consumer use.

2. Description of Services

Agence is an AI-powered automation system intended to help businesses improve how they respond, convert, and grow. The Services may include, without limitation: conversational AI systems, business automation tools, communication workflows, call and SMS automation, onboarding and implementation, support services, related software-based and service-based business automation features. The exact scope of the Services may vary depending on the selected plan, setup requirements, technical configuration, and any separate written commercial proposal or onboarding agreement.

3. Eligibility

You may use the Services only if: you are at least 18 years of age; you have legal capacity to enter into binding agreements; you are using the Services for lawful business purposes; and you are not prohibited from receiving the Services under applicable law. The Provider reserves the right to refuse service where eligibility, authority, legality, or operational suitability cannot be reasonably verified.

4. Electronic Contracting and Acceptance

These Terms are entered into through electronic means. Your click on the purchase button, completion of checkout, and successful payment shall constitute your express acceptance of these Terms and your intent to enter into a binding agreement with the Provider. You agree that: electronic acceptance is valid and enforceable; purchase confirmations, invoices, emails, transaction records, and related electronic records may be used as evidence of the contractual relationship; the Provider may preserve such records for legal, fiscal, operational, and evidentiary purposes.

5. 30-Day Performance and Expectations Guarantee

The Provider offers a 30-day guarantee ("Guarantee Period") tied to the specific performance commitments, deliverable timelines, and operational outcomes expressly agreed upon between the Provider and the client at the time of sale ("Agreed Expectations"). This guarantee exists to protect the client in the event that the Provider materially fails to meet those Agreed Expectations within the Guarantee Period. This guarantee is not a general satisfaction guarantee and does not apply to subjective preferences, changes in the client's business needs, or outcomes influenced by the client's own actions, configurations, or failure to fulfill client-side responsibilities. The guarantee is triggered only when the Provider has objectively failed to deliver the performance, functionality, or timelines expressly committed to in writing at the time of sale. Subject to the above, the following conditions apply:

• (a) The client must document and submit the specific unmet Agreed Expectations in writing to the Provider within 30 calendar days of the original purchase date, with reference to the written commitments made at the time of sale.
• (b) The Provider shall have a reasonable opportunity — no less than 7 business days from receipt of the written claim — to assess the claim, respond, and, where appropriate, remediate or cure the identified shortfall before any refund obligation arises.
• (c) If the Provider determines, in good faith, that the Agreed Expectations were met or that the shortfall was caused by factors outside the Provider's control (including client delays, third-party dependencies, force majeure, or external AI system provider limitations as described in these Terms), the guarantee claim may be denied.
• (d) This guarantee applies to the monthly subscription fee only. The setup fee is non-refundable under all circumstances.
• (e) The guarantee is available to first-time clients only and may not be claimed more than once per business entity or beneficial owner.
• (f) The Provider reserves the right to deny the guarantee claim if there is evidence of abuse, fraud, misuse, unauthorized workflow modifications, or violation of these Terms.
• (g) After the Guarantee Period expires, all payments made are non-refundable in accordance with the Cancellation provisions of these Terms.

5A. Delivery Timelines, Agreed Deliverables, and External AI Provider Dependencies

The Provider's ability to deliver certain features, automations, and configured workflows within the Services depends in part on third-party AI model providers, telecommunications platforms, and related external technology infrastructure (collectively, "External Providers"). The Provider does not control the availability, performance, uptime, update cycles, policy changes, or rate limitations of External Providers. Accordingly, the client acknowledges and agrees that:

• (a) Delivery timelines and deliverable completion dates agreed upon at the time of sale are estimates made in good faith based on the Provider's reasonable expectations at that time, and are not absolute guarantees of completion by a specific date;
• (b) Timelines and deliverables may be extended or delayed due to factors outside the Provider's control, including but not limited to: External Provider outages or degraded performance; changes to External Provider APIs, policies, or model behavior; infrastructure updates required by third-party platforms; force majeure events; or other circumstances beyond the Provider's reasonable control;
• (c) The Provider shall notify the client in a reasonably timely manner if a material delay is anticipated or identified, and shall use commercially reasonable efforts to minimize such delays and resume normal delivery as quickly as practicable;
• (d) Delays caused by External Provider dependencies shall not constitute a breach of these Terms, shall not trigger the Performance and Expectations Guarantee under Section 5, and shall not entitle the client to a refund, service credit, or early termination without liability, unless the delay is both material and solely attributable to the Provider's own failure to act;
• (e) The client is responsible for providing timely access, information, and approvals required on the client side; delays caused by the client's own failure to respond, provide materials, or fulfill client-side responsibilities shall not constitute a Provider delay.

6. Services, Pricing, and Commercial Offer

The Services may be offered through the website as paid business services, including: a setup fee; and/or a fixed monthly subscription fee. All pricing displayed on the website is expressed in United States Dollars (USD) unless otherwise stated. Any description, price, feature, or commercial condition published on the website shall apply as stated at the time of purchase, subject to correction of manifest technical errors, fraud prevention, payment verification, legal compliance, or service availability considerations. The Provider reserves the right to reject or cancel a transaction where necessary to address technical issues, pricing anomalies, fraud concerns, payment failures, operational limitations, misuse, or legal risk.

7. Billing and Payment

Payments are processed through Paddle or any replacement payment platform designated by the Provider. By completing a purchase, you authorize the applicable payment processor and the Provider to charge the payment method provided for: the setup fee, recurring subscription fees, applicable taxes, and any authorized charges arising from your purchase or use of the Services. Unless otherwise stated in writing: the setup fee is due at the time of purchase; the monthly subscription fee is charged at the beginning of each billing cycle; subscriptions renew automatically unless properly canceled in accordance with these Terms. If a payment fails, is declined, is reversed, or cannot be processed, the Provider may suspend, restrict, or terminate access to the Services until the matter is resolved.

8. Automatic Renewal

Unless otherwise expressly stated in writing, all monthly subscriptions renew automatically on a recurring monthly basis. To avoid renewal, you must provide cancellation notice at least 30 days in advance in accordance with these Terms. Your continued use of the Services after renewal confirms your acceptance of the renewed billing period and the then-applicable subscription charges.

9. Cancellation

You may cancel the Services by giving the Provider at least 30 days' prior written notice. Unless otherwise stated in a separate written agreement: cancellation takes effect prospectively only; the setup fee is non-refundable; any monthly subscription fee already charged for a billing period that has started is non-refundable; cancellation does not affect amounts already due, already billed, or already earned. The Provider may establish reasonable operational procedures for cancellation, including notice channels, verification requirements, timing rules, and service offboarding procedures.

10. Chargebacks, Disputes, and Payment Reversals

If a chargeback, payment reversal, or payment dispute occurs, the Provider may: suspend access to the Services, investigate the transaction, request supporting information, recover reasonable costs, fees, penalties, or administrative expenses arising from the chargeback where appropriate, or reevaluate the situation and determine the appropriate resolution in light of the specific circumstances. Nothing in this section limits the Provider's right to dispute fraudulent or abusive chargebacks or pursue any lawful remedy.

11. No Professional Advice

The Services are provided for business and operational purposes only and do not constitute legal, medical, financial, tax, regulatory, compliance, or other professional advice. You are solely responsible for evaluating whether the Services are appropriate for your business, industry, communications practices, and legal obligations, and for obtaining professional advice where necessary. If your business operates in a regulated industry, including healthcare, legal, financial, insurance, education, or any other regulated field, you remain solely responsible for ensuring lawful and compliant use of the Services.

12. Client Responsibilities

You are solely responsible for: your business operations and decisions; the content, scripts, workflows, data, contacts, and materials you provide; obtaining all rights, permissions, disclosures, and consents required to use the Services; reviewing automated outputs, communications, call flows, SMS content, and configurations before use or deployment; ensuring your use of the Services complies with all applicable laws, regulations, industry rules, and consent requirements; the lawfulness of communications sent or placed through the Services; your relationships with your own leads, clients, callers, contacts, and business users; maintaining the confidentiality and security of your account credentials, login methods, connected tools, devices, communication channels, and internal access permissions; all activity conducted under your account, workspace, login, connected integrations, or any access credentials assigned to you or your personnel. You acknowledge that the Provider does not control your business practices and cannot determine whether your specific communications or use cases comply with applicable law. You further acknowledge and agree that if your account, credentials, connected systems, devices, communication channels, or internal user access are subject to fraud, unauthorized access, hacking, compromise, misuse, impersonation, or other security incident, you remain responsible for activity occurring under your account except to the extent liability cannot be excluded under applicable law. The Provider shall not be responsible for losses, damages, claims, communications, charges, unauthorized actions, or other consequences arising from fraud, hacking, compromised credentials, unauthorized account access, or misuse of the client's account, systems, or integrations, except where such liability cannot lawfully be excluded.

13. Prohibition on Unauthorized Workflow Modification

The workflows, automation sequences, call flows, SMS configurations, conversation scripts, AI prompts, routing logic, and related operational configurations delivered as part of the Services (collectively, "Workflows") are designed, built, and maintained by the Provider in accordance with applicable legal standards and the agreed scope of services. The client shall not add, alter, modify, replace, circumvent, or otherwise change any Workflow without the Provider's prior written approval. This prohibition includes, without limitation: (a) Adding cold calling sequences, unsolicited outbound call campaigns, or outreach to contacts who have not provided valid prior express consent; (b) Modifying SMS or call flows in a manner that removes required consent disclosures, opt-out mechanisms, or legally mandated notices; (c) Inserting automation logic that facilitates prohibited telemarketing, spam, harassment, deceptive practices, or non-compliant communications; (d) Altering AI behavior, conversation prompts, or response logic in a way that creates legal, reputational, or regulatory exposure. If the client adds or modifies Workflows without prior written authorization, the client shall bear full and sole legal, financial, and regulatory responsibility for any and all consequences arising from such unauthorized modifications, including but not limited to fines, penalties, regulatory enforcement actions, civil claims, and litigation costs. The Provider shall not be liable for any outcome resulting from unauthorized Workflow changes, and the Provider reserves the right to immediately suspend or terminate the Services upon discovery of such modifications.

14. Calls, SMS, Recordings, and Consent

The Services may include call automation, SMS-related functionality, and communication workflows. You acknowledge and agree that: you are solely responsible for obtaining all legally required notices, permissions, and consents before using the Services in connection with calls, SMS, call recordings, transcriptions, lead follow-up, appointment handling, or customer communications; you are solely responsible for compliance with all laws applicable to call recording, telemarketing, messaging, consent, disclosure, and business communications; the Provider does not assume responsibility for your failure to obtain valid consent or comply with communication-related legal obligations.

15. Data Hacking and Toll Fraud Responsibility

The Provider implements commercially reasonable technical and operational security measures designed to protect the Services and associated infrastructure. However, the Provider does not guarantee that the Services will be immune to unauthorized access, cyberattacks, data breaches, toll fraud, or other security incidents. "Toll Fraud" refers to the unauthorized use of telecommunication resources facilitated through the Services, including but not limited to unauthorized call generation, SIP (Session Initiation Protocol) hacking, IRSF (International Revenue Share Fraud), PBX hijacking, robocalling through compromised accounts, and similar fraudulent telecommunications activity. The client acknowledges and agrees that:

• (a) The client is solely responsible for the security of its own systems, devices, networks, credentials, integrations, and access configurations connected to or used in conjunction with the Services;
• (b) If the client's account, connected systems, SIP credentials, telephony integrations, or associated infrastructure are compromised and used to generate unauthorized calls, SMS, or other communications, the client shall bear full financial and legal responsibility for all resulting charges, penalties, regulatory consequences, and third-party claims;
• (c) The Provider shall not be liable for telecommunication charges, overage fees, carrier penalties, or any financial loss arising from toll fraud, SIP credential theft, or unauthorized use of telephony resources connected to the client's account;
• (d) The client must immediately notify the Provider upon discovering or reasonably suspecting any unauthorized access, security breach, compromised credentials, or abnormal usage patterns in connection with the Services;
• (e) Failure to promptly notify the Provider of a suspected security incident may increase the scope of the damage and shall not reduce the client's responsibility for resulting charges or consequences.

16. Acceptable Use Restrictions

You may not, and may not allow any third party to, use the Services in any way that: violates any law, regulation, court order, or third-party right; infringes intellectual property, privacy, confidentiality, or publicity rights; involves fraud, deception, impersonation, harassment, abuse, or unlawful surveillance; involves spam, non-consensual messaging, unlawful calling, or misleading outreach; includes defamatory, threatening, obscene, abusive, or unlawful content; interferes with, disrupts, damages, overloads, or impairs the Services or related systems; attempts unauthorized access to systems, workflows, infrastructure, prompts, data, or accounts; copies, reproduces, scrapes, reverse engineers, decompiles, disassembles, modifies, or derives source code or underlying logic from the Services; resells, sublicenses, redistributes, white-labels, or commercially exploits the Services without prior written authorization; uses the Services in sensitive or regulated sectors without appropriate internal legal and operational review; uses the Services for illegal, deceptive, or unauthorized commercial communications. The Provider may monitor, investigate, suspend, or terminate access where misuse, legal risk, abuse, fraud, or violation of these Terms is suspected.

17. Third-Party Providers

The Services may rely on or integrate with third-party providers, including payment processors, communications services, software providers, hosting providers, analytics services, AI model providers, scheduling tools, CRM systems, and related external platforms. The Provider is not responsible for the acts, omissions, downtime, failures, unavailability, restrictions, policy changes, price changes, or limitations of any third-party provider, except to the extent required by applicable law. Your use of certain features may also be subject to separate terms and policies imposed by such third parties.

18. Administrative and Legal Jurisdiction

The Services are marketed under the public brand and service name Agence, and are officially provided by Carlo Iván Cabrera Arvizu (Tax Registration RFC: CAAC000714N35), acting as an individual with business activity. The registered administrative address is Paraiso 145, San Pedro Residencial, Mexicali, Baja California, Mexico. Prices may or may not include taxes unless expressly stated. Where applicable and upon request, the Provider may issue the corresponding CFDI in accordance with Mexican tax law. The client is solely responsible for providing complete and accurate invoicing information. These Terms shall be governed by and construed in accordance with the laws of Mexico. Any dispute arising out of or relating to these Terms, the website, or the Services shall be submitted to the competent courts of Mexicali, Baja California, Mexico, and the parties expressly waive any other jurisdiction that may correspond to them.

19. Intellectual Property

All rights, title, and interest in and to the Services, the website, the Agence brand and service name, related content, copy, branding, layouts, workflows, prompts, configurations, automation structures, software elements, graphics, business methods, and related materials are owned by or licensed to the Provider and are protected by applicable intellectual property laws. Except for the limited right to use the Services in accordance with these Terms, no ownership right or intellectual property right is granted to you. You may not: copy, distribute, reproduce, republish, transmit, display, modify, create derivative works from, sell, license, exploit, or otherwise use any protected element of the Services without prior written authorization. If you provide comments, suggestions, recommendations, or feedback, the Provider may use such feedback without restriction or compensation.

20. Publicity and Client References

The Provider will not use your business name, logo, testimonial, endorsement, or public-facing case study materials without your prior written authorization.

21. Privacy and Personal Data

In connection with the website and Services, the Provider may collect information such as: name, email address, phone number, company name, form submission content, cookies, analytics information, call content, SMS content, and related communication data. A separate Privacy Notice or Privacy Policy may apply to the collection and processing of personal data. Until such document is separately published, you acknowledge that information may be processed as reasonably necessary to provide the Services, process payments, communicate with users, maintain the website, improve operations, perform analytics, and protect legitimate business interests, subject to applicable law.

22. Marketing Communications

The Provider may use business contact information for service-related communications, onboarding, billing, updates, and, where appropriate and with the relevant consent basis, marketing communications related to the Services. The client acknowledges that any use of personal data for marketing must be conducted in accordance with applicable law and any required consent.

23. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. THE PROVIDER DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AVAILABILITY, OR THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS. THE PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL PRODUCE ANY SPECIFIC COMMERCIAL RESULT, INCREASE REVENUE, GENERATE LEADS, IMPROVE CONVERSION, OR SATISFY ANY PARTICULAR REGULATORY OR BUSINESS OBJECTIVE.

24. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PROVIDER SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THE WEBSITE, THE SERVICES, THIRD-PARTY PROVIDERS, COMMUNICATIONS ACTIVITY, OR THESE TERMS. WITHOUT LIMITING THE FOREGOING, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PROVIDER SHALL NOT BE RESPONSIBLE FOR ANY LOSS, DAMAGE, CLAIM, LIABILITY, CHARGE, UNAUTHORIZED TRANSACTION, SERVICE MISUSE, OR OTHER CONSEQUENCE ARISING FROM OR RELATED TO FRAUD, HACKING, ACCOUNT TAKEOVER, COMPROMISED CREDENTIALS, UNAUTHORIZED ACCESS, IMPERSONATION, INTERNAL MISUSE BY THE CLIENT'S PERSONNEL, OR ANY ACTIVITY OCCURRING UNDER THE CLIENT'S ACCOUNT, WORKSPACE, DEVICES, CONNECTED SYSTEMS, OR INTEGRATIONS.

25. Suspension and Termination

The Provider may suspend, restrict, or terminate access to the Services, with or without notice, if: payment is overdue, declined, disputed, or reversed; you breach these Terms; your use creates legal, reputational, operational, compliance, or security risk; your use involves fraud, abuse, prohibited content, or unlawful communications activity; suspension or termination is reasonably necessary to protect the Provider, the Services, third parties, or legal interests.

26. Changes to the Services and Unilateral Modification of Terms

The Provider may update, modify, replace, suspend, discontinue, or remove any aspect of the Services at any time. The Provider may also modify these Terms unilaterally by publishing an updated version on the website. Your continued use of the Services after the effective date of the revised Terms constitutes acceptance of the updated Terms.

27. Legal Compliance and Export Restrictions

You may not use the Services in violation of any applicable law, sanctions regime, trade restriction, export control rule, or other legal prohibition. You represent and warrant that neither you nor your business is prohibited from receiving or using the Services under applicable law.