Terms of
Service

Desmios Inc. ("Desmios", "we", "us", or "our") provides AI-powered services for businesses of all types, including an AI Phone Answering Service and, in the future, AI Payroll & Schedule Management (collectively, the "Services").

Our AI Phone Answering Service allows your customers to call your business and have their orders taken, appointments booked, or questions answered by an AI — 24 hours a day, 7 days a week.

By signing up for any Desmios service, you ("Client") agree to these Terms of Service. If you are signing up on behalf of a business, you confirm you have the authority to bind that business to these Terms.

When you sign up, we will work with you to configure your AI receptionist. This includes loading in your offerings, hours, services, and FAQs — and testing the system thoroughly before it handles its first call.

You are responsible for providing accurate and up-to-date information about your business (products or services, prices, hours, specials, relevant warnings, etc.) so that the AI can serve your customers correctly.

You agree to notify us promptly whenever your business information changes — for example, if your hours or prices change — so we can update the AI accordingly. We are not responsible for errors caused by outdated information you have provided.

Setup is typically completed within 48 hours of receiving your complete business information.

Fees for Desmios services are as agreed in your service agreement or as displayed at the time of sign-up.

• Fees are billed monthly in advance unless otherwise agreed in writing

• All fees are in Canadian Dollars (CAD) and are subject to applicable taxes, including HST (HST number: 726792831 RT 0001)

• Invoices are due within 14 days of issuance

• Overdue balances accrue interest at 1.5% per month (18% per annum)

• We reserve the right to suspend Services for accounts more than 30 days past due

If you have a billing question, contact us at wecreate@desmios.ca within 14 days of receiving your invoice.

You may cancel your Desmios subscription at any time by sending written notice to wecreate@desmios.ca.

• 30 days' written notice is required

• No refunds are issued for partial months already billed

• Your Service remains active through the end of your current billing period

• Your business data will be deleted from our systems within 30 days of cancellation, upon written request

We may terminate your subscription immediately without notice if you materially breach these Terms — including non-payment, misuse of the Service, or providing false information that could harm your customers.

You agree to use our Services only for lawful purposes and in accordance with these Terms. You must not:

• Configure the AI to mislead, deceive, or provide false information to your customers

• Use the Service to harass, threaten, or harm any person

• Attempt to reverse-engineer, copy, or interfere with any part of our technology

• Use the Service for any purpose that violates applicable Canadian federal or Ontario provincial laws

We reserve the right to suspend or terminate service immediately if we detect misuse.

We aim to provide continuous, uninterrupted service, but we cannot guarantee 100% uptime.

Planned maintenance will be communicated to you in advance by email wherever possible.

Unplanned outages may occur due to issues with our infrastructure, third-party telecommunications providers (such as Twilio), or other technical factors outside our direct control.

During an outage, calls to your business's AI phone line may not be answered by the AI. We recommend having a backup plan — such as call forwarding to a manual line — for critical service periods.

We will notify you as soon as possible of any outage affecting your service and will work to restore service promptly.

Downtime caused by your internet service provider, local phone carrier, or factors outside Desmios's infrastructure does not constitute an outage under these Terms.

We will work hard to make sure your AI receptionist works well and represents your business professionally. However, AI systems are not perfect and unexpected situations may arise.

To the maximum extent permitted by applicable Ontario and Canadian law, Desmios Inc. is not liable for:

• Phone calls that go unanswered during a service outage or technical failure

• Orders missed, incorrectly taken, or misunderstood due to the AI's limitations

• Loss of revenue, profit, or business opportunity resulting from a missed call or system downtime

• Errors in AI-generated responses caused by outdated business information you provided

• Incorrect pricing or service information quoted by the AI if your business information was not kept up to date

• Any indirect, incidental, special, or consequential damages of any kind

Our total cumulative liability to you for any claim shall not exceed the total fees you paid to Desmios in the three (3) calendar months immediately before the event giving rise to the claim.

Some Ontario and Canadian consumer protection laws may not allow certain exclusions of liability. Where those laws apply, our liability is limited to the maximum extent they permit.

Our Services are provided on an "as is" and "as available" basis without warranties of any kind, express or implied, including implied warranties of merchantability or fitness for a particular purpose.

We do not guarantee that:

• The AI will always correctly understand every caller's request or accent

• The Service will be available without interruption at all times

• The AI's responses will be error-free in every situation

These limitations reflect the nature of AI technology and are a reasonable allocation of risk between us.

Any product or service data, pricing, business descriptions, hours, and other content you provide to Desmios remains your property at all times.

You grant Desmios a limited, non-exclusive license to use this content solely to operate and improve your AI receptionist during the term of your subscription.

All AI technology, software, models, prompts, and systems underlying Desmios services are the exclusive intellectual property of Desmios Inc. and may not be copied, reverse-engineered, or reproduced.

These Terms of Service are governed by and construed in accordance with the laws of the Province of Ontario and the applicable federal laws of Canada, without regard to conflict of law principles.

Any legal action or proceeding arising out of or relating to these Terms or the Services shall be brought exclusively in the courts of competent jurisdiction located in the Province of Ontario, Canada.

Both you and Desmios consent to the exclusive personal jurisdiction of the Ontario courts for this purpose.

Before initiating formal legal proceedings, both parties agree to attempt in good faith to resolve any dispute by direct negotiation for a minimum period of 30 days following written notice of the dispute. Written notice must be sent to wecreate@desmios.ca.

Nothing in this clause prevents either party from seeking urgent injunctive or equitable relief from a court of competent jurisdiction where necessary to prevent irreparable harm.

We may update these Terms from time to time. For material changes, we will email you at least 14 days before the changes take effect.

Continued use of the Services after the effective date of any changes means you accept the updated Terms.

If you do not agree to updated Terms, you may cancel your subscription before the changes take effect by providing written notice as described in Section 04.