Terms of Service

The agreement

These terms form a binding agreement between you and One Stop Business Solutions AI LLC, a Utah limited liability company ("we", "us", "our"). They apply when you use our website, and when you buy services from us.

If you have signed a separate proposal, order form or service agreement with us, that document and these terms are read together. Where they conflict, the signed document wins for the subject it covers.

By signing a proposal, paying an invoice, or using the systems we build for you, you accept these terms. If you are agreeing on behalf of a company, you confirm you have authority to bind it.

Definitions

What we provide

We build, configure and manage business systems on a third-party platform. Depending on what you buy, that may include some or all of:

• Account setup, configuration and data migration
• Telephone system, messaging, calendars, pipelines, websites, funnels and automations
• AI voice and chat agents
• Ongoing support, monitoring and system health checks
• Managed marketing, content, reputation or design work where purchased
• Onboarding calls, team training and written procedures

We provide services with reasonable skill and care, using people qualified to do the work. We may use subcontractors, and we remain responsible for work they do for you.

Scope and changes

Build services are sold as fixed-scope modules. What each module includes is set out in your proposal. Work outside that scope is a change, not an inclusion.

If you ask for something beyond the agreed scope, we will tell you before doing it, quote it, and only proceed once you approve. We will not do out-of-scope work and invoice you for it afterwards.

Revisions

Each build includes two rounds of revisions within thirty days of delivery. Revisions correct or refine what was agreed. Requests that change what was agreed are new scope and are quoted separately.

Your input

Most delays are caused by waiting on content, access or approvals. If we are waiting on you for more than thirty days, we may pause the project and re-schedule it when you are ready. Subscription charges continue during a pause.

Acceptance

We will notify you when a build is complete. If you do not raise issues within ten business days, the work is treated as accepted. This does not affect your right to have genuine defects fixed.

Fees and payment

Getting started

Before work begins we require 50% of the build fee and the first month's subscription. The balance of the build fee is due on completion. We do not start work before the deposit clears.

Recurring charges

Subscriptions and managed services are billed monthly in advance, on the same day each month, to the payment method on file. You authorise us to charge that method for all amounts due.

Annual prepayment

If you prepay twelve months of subscription in advance, you receive two months free. Prepaid amounts are not refundable if you cancel early, but you keep access for the period you paid for.

Taxes

Fees are exclusive of sales, use and similar taxes, which we will add where applicable.

Late payment

Invoices are due on receipt unless stated otherwise. Amounts more than ten days overdue may accrue interest at 1.5% per month or the maximum the law allows, whichever is lower. Amounts more than thirty days overdue may result in suspension under Suspension.

Price changes

We may change subscription and managed service pricing with thirty days' written notice, effective at your next renewal. If you do not accept a price increase, you may cancel before it takes effect without penalty, even inside a minimum term.

Refunds

Build fees pay for work performed and are not refundable once work has begun. Subscription payments are not refundable for partial months. If we have not started work, your deposit is refundable in full.

Payment processing

Where your system takes payments from your customers, you connect your own merchant account. Those funds go to you. We do not take a share of your transactions, and card processing fees are charged by your processor at their rates, not by us.

Usage allowances

Each plan includes a monthly allowance of call minutes, text message segments, emails, telephone numbers and — on some plans — AI agent minutes. Allowances are stated on your plan and on our website.

• Usage above the allowance is billed at our published overage rates
• Allowances reset monthly and do not roll over
• Text messages longer than 160 characters bill as more than one segment
• Overage rates may change with thirty days' notice, as our carrier and platform costs change

Contact limits apply to each plan. If your database exceeds your limit, we will contact you to arrange an upgrade before restricting anything.

Term and cancellation

Minimum term

Subscriptions run for an initial six-month minimum term from launch. This exists because most of our cost is incurred up front, in building your system.

After the minimum term

Your subscription continues month to month until cancelled. You may cancel at any time with thirty days' written notice to your account manager or to the email address at the bottom of this page.

Cancelling during the minimum term

If you cancel before the six months are up, the remaining subscription payments for the minimum term become due. Managed services can be cancelled separately with thirty days' notice at any time, including during the minimum term.

Cancellation by us

We may cancel with thirty days' notice. If we cancel for any reason other than your breach of these terms, we will refund any prepaid amounts covering the period after cancellation and help you transition your account.

Termination for cause

Either party may terminate immediately if the other materially breaches these terms and does not fix the breach within fifteen days of written notice, or becomes insolvent.

Your responsibilities

• Provide accurate information, and keep your contact and billing details current
• Give us the access, content and approvals we need, when we need them
• Keep your login credentials secure, and tell us promptly if you suspect unauthorised access
• Make sure everyone you give access to follows these terms
• Own or have the right to use everything you provide — logos, copy, images, customer lists and media
• Review automated messages and AI agent behaviour that goes out under your name
• Comply with all laws that apply to your business and your communications

Messaging and calling law

This section matters more than any other, and we want it to be unambiguous.

When your system calls, texts or emails your customers, you are the sender. You are responsible for having a lawful basis to contact each person, including under the Telephone Consumer Protection Act, the CAN-SPAM Act, state telemarketing and call-recording laws, and carrier requirements for application-to-person messaging.

What we do

• Register your brand and campaigns for A2P 10DLC messaging
• Configure automatic opt-out handling, so STOP is honoured immediately
• Configure calling-hour restrictions in the contact's own time zone
• Configure AI agents to identify themselves as automated at the start of every call
• Configure recording notices and consent prompts
• Record consent where your forms and workflows capture it

What you must do

• Only upload contacts you have permission to contact
• Obtain and keep records of consent, including for marketing text messages
• Honour do-not-call requests received outside the system
• Not use the system to contact people who have opted out
• Take your own advice on the recording and consent laws in the states you operate in

Acceptable use

You may not use our services to:

• Send unsolicited bulk messages, or contact people who have not consented
• Send anything unlawful, fraudulent, deceptive, defamatory, harassing or obscene
• Impersonate anyone, or misrepresent who a message is from
• Infringe anyone's intellectual property or privacy rights
• Distribute malware, or attempt to breach or overload any system
• Resell or sublicense access to the platform without our written agreement
• Reverse engineer the platform, or use it to build a competing service

Restricted content for messaging

Mobile carriers prohibit certain content on application-to-person messaging regardless of consent. You may not send messages relating to sex, hate speech, alcohol, firearms or tobacco and vaping, nor to cannabis, prescription drugs, high-risk lending, debt relief, gambling or get-rich-quick schemes.

These restrictions come from the carriers, not from us. Breaching them can get your registration revoked and your messages blocked across every carrier, which is difficult to reverse.

Artificial intelligence

Where you enable AI voice or chat agents, you should understand what they are.

• AI output can be wrong. Agents can misunderstand, produce inaccurate information, or handle an unusual situation badly. We train and tune them, but we cannot guarantee accuracy.
• You are responsible for what your agent says. It speaks under your business name. Review its behaviour, particularly after changes to your services or pricing.
• Agents quote only from rules you define. We configure them not to invent pricing. Where you give an agent pricing rules, you are responsible for those rules being correct.
• A human must remain reachable. We configure escalation to a person on request. You must keep that route working.
• Conversation content is processed by third parties. See our Privacy Policy for who and why.

Managed AI agent services include monitoring and tuning. Without a managed service, agents run as configured at launch, and their accuracy will drift as your business changes.

The underlying platform

Our services are built on third-party software that we do not own or control. This has consequences you should be aware of before you commit.

• Platform availability, uptime and performance are ultimately the platform provider's responsibility, not ours
• The platform provider may change, deprecate or remove features, which may affect how your system works
• Third-party integrations may break when the other service changes its interface
• If a feature you rely on is withdrawn, we will tell you and propose the nearest workable alternative, but we cannot guarantee equivalence

We monitor your automations and will tell you when something breaks. Where a fault is ours, we fix it at no charge. Where it results from a third-party change, we will quote the work needed to adapt.

Your subscription includes access to the platform for as long as your subscription is active. It is a right to use, not a licence you own, and it ends when your subscription ends.

Intellectual property

What you own

You own your data, your brand, your content, and the copy, images and media you provide. On full payment, you own the custom creative deliverables we produce specifically for you — your logo, brand assets and written content.

What we own

We own our methods, templates, workflow patterns, snapshots, standard operating procedures, training materials and anything we developed before or outside your engagement. Building something for you does not transfer these.

Where a deliverable includes our pre-existing materials, you receive a perpetual, non-exclusive licence to use them as part of that deliverable, for your business, for as long as you like — including after our engagement ends.

Configurations

The specific configuration of your account — your pipelines, fields, workflows and calendars — is yours to keep and export. The underlying templates and patterns we used to build them remain ours.

Using your name

We would like to name you as a client and describe our work in case studies. We will not do so without your written permission, and you can withdraw permission at any time.

Your data

Your data is yours. We claim no ownership of it.

• We access it only to deliver, support, monitor and troubleshoot your services, or where you instruct us to
• We do not use it for our own purposes, do not market to your customers, and do not combine it across clients
• We do not sell it
• You can export it at any time while your account is active

You are responsible for the lawfulness of the data you put into the system, including having the right to hold and process your customers' information. How we handle personal information is set out in our Privacy Policy.

We keep backups, but backups are for disaster recovery, not for your convenience. Keep your own exports of anything you cannot afford to lose.

Confidentiality

Each of us may learn confidential information about the other — your customer data, pricing, plans and processes; our methods, pricing and materials. Each of us agrees to keep the other's confidential information private, use it only for this engagement, and protect it with at least reasonable care.

This does not apply to information that is public through no fault of the recipient, was already known, is independently developed, or must be disclosed by law — in which case we will tell you first, where we are permitted to.

These obligations continue for three years after our engagement ends, and indefinitely for anything that is a trade secret.

No guarantee of results

Any figures we discuss — in demonstrations, proposals, case studies or on our website — are illustrative examples of how the system works. They are not projections of what your business will achieve, and you should not rely on them as such.

Warranties and disclaimers

We warrant that we will perform services with reasonable skill and care, and that we have the right to enter this agreement.

Some jurisdictions do not allow certain disclaimers, so parts of this section may not apply to you.

Limitation of liability

These limits do not apply to your obligation to pay amounts due, to either party's indemnification obligations, to breaches of confidentiality, or to liability that cannot be limited by law — including fraud, wilful misconduct, or death or personal injury caused by negligence.

Both of us acknowledge these limits are a reasonable allocation of risk, and that our pricing reflects them.

Indemnification

You will indemnify us against claims, damages, penalties and reasonable legal costs arising from:

• Calls, text messages or emails sent from your account, including claims under the Telephone Consumer Protection Act, state telemarketing law, or call-recording law
• Your data, including how it was obtained and whether you had the right to use it
• Content you provide that infringes someone's rights
• Your breach of these terms or of any law that applies to your business

We will indemnify you against claims that the deliverables we created for you infringe a third party's intellectual property rights, provided the claim does not arise from content you supplied or from your modification of our work.

The party seeking indemnity must give prompt written notice, allow the other to control the defence, and cooperate reasonably. Neither party may settle a claim in a way that imposes an obligation on the other without consent.

Suspension

We may suspend services, in whole or in part, if:

• Payment is more than thirty days overdue, and we have given at least seven days' notice
• Your use breaches Acceptable use or creates legal risk for us or the platform provider
• Your account is compromised, or is being used to send messages that threaten deliverability for other users
• A carrier, regulator or the platform provider requires it

Where the situation allows, we will warn you first and give you a chance to fix it. Where risk is immediate — an active security compromise, or messaging that could get a shared resource blocked — we may suspend first and tell you straight away.

Suspension does not pause your subscription charges. Your data is preserved during suspension.

What happens when we part

We would rather you leave well than stay unhappily. On termination for any reason:

• You have thirty days to export your data, and we will help you do it
• On request within that window, we will provide your contacts, conversation history and documents in a standard exportable format
• We return or delete your data within thirty days of the end of that window, except where law requires us to keep it
• Your telephone number can be ported out to another provider, and we will not obstruct it
• Amounts owed become due, and any perpetual licences already granted survive

Sections that by their nature should survive termination do so — including fees owed, intellectual property, confidentiality, disclaimers, liability limits, indemnities and disputes.

Events outside our control

Neither party is liable for failing to perform because of events beyond reasonable control — including outages at the platform provider or a carrier, internet failures, natural disasters, war, terrorism, epidemics, labour disputes, or government action. Payment obligations are not excused.

If such an event continues for more than sixty days, either party may terminate the affected services without penalty.

Disputes

Talk to us first

If something goes wrong, contact us before taking formal action. Most disputes are misunderstandings about scope or expectations, and they resolve faster on a call. Both parties agree to attempt good-faith resolution for thirty days before starting proceedings.

Governing law

These terms are governed by the laws of the State of Utah, without regard to conflict-of-laws principles.

Where disputes are heard

Any dispute not resolved informally will be brought exclusively in the state or federal courts located in Utah County, Utah. Both parties consent to the jurisdiction of those courts.

Costs

In any proceeding to enforce these terms, the substantially prevailing party is entitled to recover reasonable attorneys' fees and costs.

Time limit

Any claim arising out of this agreement must be brought within one year of the date the claim arose, or it is permanently barred, except where a longer period is required by law.

General terms

How to contact us

For questions about these terms, notices, or anything you would like clarified before signing: