These Terms of Service ("Terms") are a binding agreement between Aiworkz Technologies ("Aiworkz," "we," "us," or "our"), a proprietorship firm operating under the brand AIWorkz from Pune, Maharashtra, India, and the business entering into an engagement with us ("Client," "you," or "your"). By accepting these Terms — via digital checkbox, execution of a Statement of Work ("SOW"), starting an engagement, or payment of an invoice — Client agrees to be bound by them.
By executing an SOW, checking a digital acceptance box, paying an invoice, or accessing the Service, you represent and warrant that: (a) you are at least 18 years of age and have full legal capacity and authority to bind Client to these Terms; and (b) Client's performance under these Terms does not violate any applicable law or any existing contractual obligation.
Aiworkz's core offering is a done-for-you, AI-assisted call-answering, qualification, and booking service built for HVAC contractors: configuring and operating an answering agent on Client's line that answers, qualifies, and books calls into Client's calendar and CRM according to rules Client provides (the "Core Service"). Go-live estimates (for example, a target of 7 business days from kickoff) are operational targets only and do not constitute a strict contractual delivery date or a service-level agreement; actual timing depends on Client's responsiveness, carrier processing times, and third-party API availability.
Where Client separately engages Aiworkz for additional work — including outbound calling or texting, custom AI voice-agent development, or workflow automation using third-party middleware — the specific deliverables, timeline, and commercial terms will be set out in an SOW or invoice. Where an SOW conflicts with these Terms, the SOW controls solely as to the project-specific deliverables it describes; these Terms control for all legal liabilities, indemnities, dispute resolution, and risk allocation, regardless of anything in the SOW.
Initial setup fees cover engineering, prompt design, API configuration, workflow construction, and testing, and are non-refundable once project development or kickoff has commenced, regardless of later cancellation or scope changes by Client — except that if Aiworkz misses its go-live target due to Aiworkz's own fault (and not Client delay or third-party integration issues), the setup fee is waived. Ongoing hosting, monitoring, and support are billed as a recurring monthly or quarterly retainer, in advance; included call minutes reset each billing cycle, and usage beyond that is billed at the per-minute rate disclosed before the engagement starts. Fees are exclusive of applicable taxes (including Indian GST, where applicable), which Client is responsible for unless it provides a valid exemption certificate. If a Client invoice remains unpaid seven (7) calendar days past its due date, Aiworkz may immediately suspend the Service without further notice; if payment is not received within a further fifteen (15) days, Aiworkz may permanently deactivate and delete the Client's deployed configuration, voice models, and integration webhooks. Aiworkz holds no liability for business interruption, lost bookings, or customer churn resulting from a suspension caused by Client's non-payment. If a third-party provider increases its underlying pricing, Aiworkz may pass that increase through to Client with 7 days' notice; Aiworkz may otherwise change its fees for future billing periods with at least 30 days' notice.
Aiworkz and its licensors retain sole and exclusive ownership of all pre-existing and newly developed intellectual property used to provide the Service, including underlying source code and software architecture; system prompts, prompt-chaining logic, and conversational directives; automation scenarios, webhook structures, and integration logic; and proprietary databases, UI components, and branding assets associated with aiworkz.in. Nothing in these Terms transfers that ownership to Client. Client retains ownership of Client Data and its own business trademarks, and grants Aiworkz a non-exclusive, worldwide, royalty-free license to host, process, and transmit Client Data solely to provide, support, and improve the Service. Subject to full and timely payment, Aiworkz grants Client a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use the deployed deliverables solely for Client's own internal business operations. If Client defaults on payment, terminates its engagement, or materially breaches these Terms, this license terminates immediately, Client must cease all use of the deliverables, and Aiworkz may remotely disable associated API keys and voice infrastructure, subject to the data-export process in Section 17.
Client represents, warrants, and agrees that it will:
7.1 General acceptable use. Client will not, and will not permit any third party to: use the Service for any unlawful purpose; use the Service to harass, defraud, or deceive Callers, or to impersonate a government agency, financial institution, or emergency service; generate deepfakes, hate speech, explicit content, or deceptive financial or medical advice; attempt to reverse-engineer, copy, or resell the Service or underlying technology; or use the Service in a way that could damage, disable, or impair Aiworkz's systems or those of other clients. Aiworkz maintains zero tolerance for violations of this Section and may suspend or terminate the Service immediately, without refund, if it reasonably believes Client is in breach.
7.2 Outbound communications. Where any engagement includes outbound calling, texting, or other Client-initiated communications placed by an AI voice agent, Client is the sole legal "initiator," "sender," and "data controller" of those communications, and additionally warrants that: (a) it has obtained timestamped, verifiable, one-to-one prior express written consent from every recipient, specifically authorizing artificial, automated, or AI-generated voice communications, and does not use purchased, scraped, co-registration, or other unverified third-party lead lists; (b) it complies fully with applicable telemarketing and robocall law, including the U.S. Telephone Consumer Protection Act and Telemarketing Sales Rule, FCC rulings on AI-generated voice calls, the EU GDPR and ePrivacy Directive, and Indian TRAI regulations (including DLT/principal-entity registration where applicable); and (c) any outbound AI voice agent discloses Client's legal business name and its automated AI nature within the first ten seconds of the call, and supports an immediate voice- or keypress-activated opt-out that is honored and logged. Labeling Client as the initiator allocates responsibility between the parties; it does not itself determine how a regulator treats either party, and Client's indemnification obligations in Section 13 apply regardless.
7.3 Biometric & voice-cloning warranty. If Client requests a custom voice-cloned model for its AI agent, Client warrants that it has obtained all legal releases and biometric consents required from the voice donor under applicable biometric-privacy law (for example, Illinois's Biometric Information Privacy Act and similar statutes), and will indemnify Aiworkz for any claim arising from a failure to do so.
Client acknowledges that the Service uses non-deterministic large language models and voice/speech systems, which may produce inaccurate, incomplete, or unexpected output ("hallucinations"). AIWORKZ DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR THAT ANY AI-GENERATED TRANSCRIPT, RESPONSE, OR BOOKING WILL BE ACCURATE OR COMPLETE. Client is responsible for monitoring, auditing, and approving the scripts, prompts, and configured behavior of its AI agent, and, subject to the carve-outs in Section 14, Aiworkz is not liable for verbal statements, pricing errors, or commitments made by an AI voice agent during a live call that depart from Client's approved configuration.
The Service depends on third-party infrastructure Aiworkz does not control, including cloud hosting providers, telecom carriers, voice and speech-synthesis APIs, large-language-model providers, and automation middleware. Aiworkz is not liable for service degradation, latency, dropped calls, phone-number reputation flagging, or downtime caused by these third-party providers or by general internet or telecom outages, though we will use reasonable efforts to restore service promptly. Aiworkz may change which providers it uses at any time without Client's consent, provided the Service continues to perform substantially as described.
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." AIWORKZ DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Aiworkz commits to using reasonable care in answering, qualifying, and booking calls that reach the Service, but does not control the volume or quality of calls Client receives and does not guarantee any particular booking rate, lead quality, or revenue outcome.
The Service is not a 911/112/999 emergency dispatch service and must never be relied on as one. Client must give clear, prominent notice to its customers to call local emergency services directly for any life-safety emergency (including suspected gas leaks or carbon monoxide exposure), and must not let its own on-call/emergency procedures depend solely on the Service. Aiworkz holds no liability for any harm arising from a Caller's failure to reach emergency services promptly.
Each party will protect the other's non-public business, technical, and customer information with at least the same care it uses for its own similarly sensitive information, and will use it only to perform under these Terms. This does not apply to information that is or becomes public through no fault of the receiving party, was already known to it, or is independently developed.
To the extent applicable under India's Digital Personal Data Protection Act 2023, the EU GDPR, or other privacy law governing the data in question, Client acts as the "data fiduciary"/"data controller" for Call Data and lead records processed by the Service, and Aiworkz acts strictly as a "data processor," following Client's instructions. Aiworkz's own collection, use, and disclosure of personal information in providing the Service is described in our Privacy Policy, which is incorporated into these Terms. Aiworkz will enter into a separate data processing addendum with a Client on reasonable request.
By Client. Client will fully defend, indemnify, and hold harmless Aiworkz, its proprietor, employees, and contractors from any third-party claim, loss, liability, regulatory fine, carrier traceback fee, or legal cost arising from: (a) Client's service rules, pricing, or instructions given to Aiworkz; (b) the underlying goods or services Client provides to its own customers; (c) Client's breach of these Terms or any SOW, including Section 6 or 7; (d) Client's failure to obtain proper consent for outbound communications under Section 7.2; (e) any misrepresentation, unauthorized promise, or commitment made by an AI voice agent operating on Client's behalf that departs from Client's approved configuration; or (f) infringement of a third party's intellectual property or biometric-privacy rights arising from data, prompts, voice samples, or databases Client provides to Aiworkz.
By Aiworkz. Aiworkz will defend Client against a third-party claim alleging that custom source code developed directly by Aiworkz for Client infringes that party's registered copyright or trademark. This indemnity excludes, and Aiworkz has no obligation regarding, claims arising from: third-party LLMs, voice engines, or APIs; open-source software; Client Data or Client-supplied prompts or voice samples; or unauthorized modifications made by Client. This Section states Client's sole and exclusive remedy for intellectual-property claims relating to the Service.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES — INCLUDING LOST PROFITS, REVENUE, OR BUSINESS SAVINGS, LOSS OF DATA, GOODWILL, OR REPUTATION, OR BUSINESS INTERRUPTION — ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Except for a party's indemnification obligations under Section 13, breach of Section 11 (confidentiality), infringement of the other party's intellectual property, or a party's fraud, gross negligence, or willful misconduct (which are not limited by this Section to the extent such a limitation is prohibited by applicable law), each party's total aggregate liability arising out of or related to these Terms and the Service will not exceed the fees Client actually paid to Aiworkz in the one (1) month immediately preceding the event giving rise to the claim. These limitations apply regardless of the theory of liability and even if a remedy fails its essential purpose, to the extent permitted by law.
Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, war, terrorism, cyberattacks, government action, internet or telecom outages, labor disputes, or failures of third-party providers.
Each party will comply with applicable export-control, anti-corruption, and sanctions laws, and represents that it is not located in, or owned or controlled by persons located in, any country or subject to any sanctions that would prohibit it from receiving the Service.
These Terms, their interpretation, and any dispute arising out of or relating to them or the Service are governed exclusively by the laws of the Republic of India, without regard to conflict-of-laws principles. The parties will first attempt in good faith to resolve any dispute through direct, informal negotiation for at least 30 days. If not resolved, the dispute will be finally settled by binding arbitration under the Arbitration and Conciliation Act, 1996 (as amended), before a sole arbitrator appointed by mutual agreement (or, failing agreement, in accordance with that Act), seated in Pune, Maharashtra, India, conducted in English. The arbitration award will be final and binding. Both parties agree that any claim must be brought in an individual capacity, and not as a plaintiff or class member in any class, consolidated, or representative proceeding, and no arbitrator may preside over any form of class or representative proceeding. Courts located in Pune, Maharashtra, India have exclusive jurisdiction for seeking urgent interim injunctive relief and for enforcing arbitration awards; both parties irrevocably submit to that jurisdiction and waive any objection to venue there.
Questions about these Terms can be sent to team@aiworkz.in.
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