SOLVEPHASE Terms and Conditions
Effective Date: October 9, 2025
These Terms of Service (“Terms”) govern your access to and use of the websites, products, and services provided by SolvePhase Systems (“SolvePhase,” “we,” “us,” “our”). By using our Services, you agree to these Terms.
Company: SOLVEPHASE
Address: 132 Parkside Cres SE, Calgary, AB, Canada
Website: solvephase.com
Contact: [email protected]
1) Services & Scope
We provide AI-enabled and automation services for wedding venue businesses, including: lead generation, CRM setup and management (e.g., GoHighLevel), advertising support, web chatbots, conversation/voice/SMS/WhatsApp integrations, n8n/Make automations, analytics dashboards, consulting, and related implementation (the “Services”).
We may offer the Services through our website, landing pages, integrations, and third-party platforms (e.g., GHL, OpenAI/API providers, Meta/Google Ads, Stripe, Vapi, WhatsApp).
2) Eligibility & Use
Business use only. The Services are intended for B2B users.
Age & authority. You must be at least 18 and authorized to bind your business.
Compliance. You represent that you are not barred by export/sanctions laws and will comply with all applicable laws (privacy, marketing, telemarketing/SMS, anti-spam, consumer protection).
3) Accounts, Access & Client Responsibilities
Access & assets. You will provide timely access to required accounts (e.g., GHL, ad platforms), content, brand assets, calendars, and approvals.
Compliance for messaging. You are responsible for obtaining and documenting opt-in consent for SMS/voice/WhatsApp and email marketing, honoring STOP/HELP and unsubscribe requests, and meeting applicable A2P 10DLC/telemarketing requirements.
No Sensitive Data without approval. Do not submit payment card data (outside Stripe), government IDs, health/biometric data, or other Sensitive Personal Data unless we agree in writing and sign a DPA (see §11).
Security. Keep credentials secure and restrict access to authorized personnel.
4) Orders, Plans & Term
Monthly auto-renewal. Plans renew month-to-month until cancelled under §15.
SOWs/Add-Ons. Specific deliverables, usage buckets (e.g., AI minutes/seats/SMS), or creative/ad services may be defined in an order form or statement of work (“SOW”).
Service changes. We may modify or discontinue non-core features; for material changes to paid plans we’ll provide 30 days’ notice.
5) Fees, Billing & Taxes
Agency fees. Retainers and platform/usage add-ons are billed by SolvePhase.
Ad spend. Clients pay ad spend directly on their own payment method with the ad platforms (e.g., Meta/Google).
When due. Fees are due on receipt and typically billed in advance of each monthly term.
Refunds. No refunds once a billing period begins unless we have expressly agreed in writing beforehand. Any guarantees or credits must be in writing.
Late payment. We may pause or limit Services if payment is 7 days late. A late fee of 1.5% per month (or the maximum allowed by law) may apply. You agree to reimburse reasonable collection costs.
Taxes. Prices exclude taxes. You are responsible for applicable taxes; we will add and collect where required.
Price changes. We may change prices with 30 days’ notice for the next term.
6) Fair Use & Usage Limits
To maintain quality, we may apply reasonable fair-use limits (e.g., AI minutes/seats, message volume, automation runs). If your usage materially exceeds typical plan consumption, we may throttle, require an upgrade, or bill overages at our then-current rates.
7) Acceptable Use
You will not: (a) violate laws or third-party rights; (b) send spam or unlawful marketing; (c) upload malware or attempt to disrupt the Services; (d) scrape or reverse engineer except as permitted by law; (e) bypass quotas or rate limits; (f) use the Services for high-risk purposes (legal/medical/financial advice to consumers) without our written approval; (g) misrepresent messages as person-to-person when automated or use spoofed caller IDs; (h) use the Services to process Sensitive Personal Data without our prior written consent and a DPA.
8) Third-Party Services
The Services integrate with third parties you select (e.g., GoHighLevel, OpenAI (via API), n8n, Make, Vapi, WhatsApp, email/SMS providers, Stripe, Google/Meta). Your use of those tools is subject to their own terms and fees. We are not responsible for third-party outages, price/feature changes, or data loss caused by them.
9) Intellectual Property
Our IP. We (and our licensors) own all rights in our templates, snapshots, playbooks, code, designs, creatives, and know-how used to deliver the Services (“SolvePhase Materials”). We grant you a non-exclusive, non-transferable license to use the SolvePhase Materials only during your paid subscription for your internal business.
Your content. You retain all rights in your content, data, logos, and marks. You grant us a license to host, process, transmit, modify (solely as needed), and display your content to provide the Services.
AI outputs. Unless otherwise agreed in writing, SolvePhase owns AI-generated outputs (copy, images, prompts, flows). We grant you a non-exclusive, internal business license to use those outputs while your account is paid and in good standing. If you need ownership or a broader/perpetual license, we can agree to an assignment/buy-out in an SOW.
Feedback. You grant us a royalty-free, perpetual license to use feedback for improving the Services (without using your confidential information or identifying you, unless you consent).
10) Publicity
Unless you opt out by emailing [email protected], you grant us permission to use your name, logo, and non-confidential results for marketing (e.g., customer lists, case studies).
11) Privacy, Data Processing & DPAs
Roles. We are a controller for data we collect on our own site and operations; we act as a processor/service provider for data we handle on your behalf within GHL and connected tools.
DPA available. We will sign a standard Data Processing Addendum (DPA) upon request covering controller–processor terms, sub-processors, international transfers (e.g., SCCs), and deletion/return of data.
AI training. We do not use client data to train our own models. Where vendor controls exist, we configure them to prevent training on your data.
Privacy Policy. Our Privacy Policy explains how we handle data and is incorporated by reference.
12) Confidentiality
Each party may access the other’s confidential information. The receiving party will protect it with at least reasonable care, use it only to perform these Terms, and not disclose it except to personnel and providers who need to know and are bound by confidentiality.
13) Service Levels & Support
Support hours. Mon–Fri, 9:00–5:00 MT, excluding public holidays.
Target response. We aim to respond to support inquiries within 1 business day.
No formal SLA. Services are provided using commercially reasonable efforts and depend on third-party platforms.
14) Disclaimers
To the fullest extent permitted by law, the Services and all outputs (including AI-generated text/images/voice, automations, and recommendations) are provided “as is” and “as available.” We disclaim warranties of merchantability, fitness for a particular purpose, non-infringement, and accuracy. AI outputs can be wrong or incomplete; you are responsible for human review and final decisions. We do not guarantee results (e.g., specific numbers of leads, appointments, or sales).
15) Termination & Suspension
Convenience. Either party may terminate for convenience with 30 days’ written notice, effective at the end of the current billing cycle (fees are not refunded unless we agreed otherwise in writing).
Cause. We may suspend or terminate immediately for non-payment, breach of these Terms, unlawful use, or risk to the Services.
Export window. Upon termination, we will provide a 30-day export window for your data in our possession (unless prohibited by law), after which we may delete it from active systems and backups per our retention schedules.
16) Limitation of Liability
Cap. Our total liability arising out of or related to the Services is limited to the fees you paid to SolvePhase in the three (3) months before the event giving rise to liability.
Excluded damages. We are not liable for indirect, incidental, special, consequential, exemplary, or punitive damages; lost profits, revenues, or data; or replacement costs, even if advised of the possibility.
Scope. These limits apply to the maximum extent permitted by law and regardless of the legal theory.
17) Indemnification
By you. You will defend and indemnify SolvePhase against claims, losses, and expenses arising from: (a) your content or instructions; (b) your breach of law (including SMS/A2P, privacy, advertising, or consumer laws); (c) your use of third-party services; or (d) your breach of these Terms.
By us. We will defend and indemnify you against third-party claims that the SolvePhase Materials (excluding your content/third-party content) infringe a third-party IP right, provided you notify us promptly and allow us to control the defense. Our obligations do not apply to combinations not provided by us, modifications you make, or use after notice of alleged infringement.
18) Dispute Resolution; Governing Law
Good-faith resolution. The parties will first attempt to resolve disputes through good-faith discussions.
Arbitration. If unresolved within 30 days, disputes will be finally resolved by binding arbitration administered by the ADR Institute of Canada (ADRIC) under its Arbitration Rules. The seat/venue is Calgary, Alberta, and proceedings will be in English. Either party may seek injunctive or equitable relief in the courts of Alberta to protect IP or confidential information.
Governing law. These Terms are governed by the laws of Alberta and applicable laws of Canada, without regard to conflicts of laws.
Class actions. To the extent permitted by law, disputes are heard only on an individual basis (no class actions or consolidated proceedings).
19) Export & Anti-Corruption
You represent that you and your end users are not subject to sanctions or on restricted lists. You will comply with export, re-export, and anti-corruption laws (including Canadian law, U.S. Export Administration Regulations, and CFPOA/FCPA/UK Bribery Act).
20) Beta & Trial Features
We may offer beta or experimental features as-is, with limited or no support, and may change or discontinue them at any time. Feedback is appreciated and may be used to improve the Services.
21) Notices
We may send notices to the email associated with your account or your billing/admin contact. You will send legal notices to: [email protected] (and by post to our address above, if required).
22) Miscellaneous
Independent contractors. The parties are independent contractors; no partnership, joint venture, or agency is created.
Assignment. You may not assign these Terms without our consent; we may assign to an affiliate or in connection with a merger or sale.
Severability. If a provision is unenforceable, the remainder remains in effect.
Force majeure. Neither party is liable for delays/failures due to events beyond reasonable control.
Entire agreement. These Terms (plus any SOW/order and our Privacy Policy) form the entire agreement and supersede prior proposals.
Changes to Terms. We may update these Terms; for material changes we will email your admin contact. Changes apply going forward at the next renewal unless you terminate under §15.
Questions?
Contact [email protected].