These documents govern your use of Phenex AI services and products. Please read them carefully.
In these Terms and Conditions, unless the context otherwise requires, the following definitions shall apply:
| "Agreement" | means these Terms and Conditions together with any Order Form, Statement of Work, or Service Agreement entered into between the parties. |
| "Services" | means all AI-powered automation tools, virtual receptionist services, lead capture systems, CRM integrations, and any other products or services provided by Phenex AI as described on the Website or in any Service Agreement. |
| "Platform" | means the Phenex AI software platform, including all associated applications, APIs, dashboards, and interfaces accessible to the Client. |
| "Client Data" | means all data, information, and content that you or your end-users submit, upload, or transmit through the Platform or Services. |
| "Confidential Information" | means all non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. |
| "Intellectual Property Rights" | means all patents, copyrights, trademarks, trade secrets, moral rights, and all other intellectual property and proprietary rights, whether registered or unregistered. |
| "Setup Fee" | means the one-time fee charged on the commencement date for the initial configuration, customization, training, and deployment of your AI system. |
| "Subscription Fee" | means the recurring monthly fee payable for continued access to and use of the Services following the initial billing period. |
2.1 By purchasing, accessing, or using our Services in any manner, you confirm that you have the legal capacity to enter into binding contracts and that you are at least eighteen (18) years of age or the age of majority in your jurisdiction, whichever is greater.
2.2 If you are accessing or using the Services on behalf of a corporation, partnership, or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms and Conditions, and references to "you" shall include such entity.
2.3 Phenex AI reserves the right to modify, amend, or replace these Terms at any time at its sole discretion. Any material changes will be communicated via email or through a prominent notice on our Website. Your continued use of the Services after any such modifications constitutes your acceptance of the revised Terms.
2.4 Phenex AI may refuse service, terminate accounts, or cancel orders at its sole discretion, including but not limited to cases where it determines that you have violated these Terms or applicable law.
3.1 Phenex AI provides AI-powered business automation services including but not limited to: artificial intelligence virtual receptionists, automated lead capture and qualification systems, multi-channel messaging automation (including SMS, email, social media), appointment booking automation, customer relationship management (CRM) integrations, automated follow-up sequences, voice AI systems, and business intelligence reporting.
3.2 The specific features and capabilities available to you shall be determined by the service tier selected at the time of purchase, as outlined in the applicable Service Agreement or Order Form.
3.3 Phenex AI reserves the right, at any time and from time to time, to modify, suspend, or discontinue the Services (or any portion thereof) with or without notice. Phenex AI shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Services.
3.4 Service Level: While Phenex AI endeavors to maintain high availability, we do not warrant that the Services will be uninterrupted, error-free, or available one hundred percent (100%) of the time. Scheduled maintenance, emergency repairs, and circumstances beyond our control may result in service interruptions.
4.1 Upon receipt of payment, Phenex AI will initiate the onboarding process within one (1) business day. A designated onboarding representative will contact you at the email address or phone number provided at the time of purchase.
4.2 Full deployment and go-live of your AI system is targeted to occur within two (2) to seven (7) business days from the date of your initial onboarding call, contingent upon your timely provision of all required information, access credentials, and approvals.
4.3 You agree to cooperate fully with the Phenex AI onboarding team and to provide, in a timely manner, all information, materials, and access necessary for the configuration and deployment of your AI system. Delays resulting from your failure to provide such cooperation shall not constitute a breach of Phenex AI's obligations.
4.4 Phenex AI shall make reasonable efforts to build and configure your AI system in accordance with the specifications agreed upon during the onboarding process. Minor deviations from expectations due to technical limitations, third-party platform restrictions, or the inherent nature of artificial intelligence shall not constitute a failure to deliver.
5.1 Setup Fee: A one-time setup fee is due and payable in full on the date of purchase. This fee covers the initial build, configuration, training, testing, and deployment of your AI system. The setup fee is non-refundable except as expressly provided in Section 10 of these Terms.
5.2 Monthly Subscription Fee: Monthly billing for your ongoing subscription commences twenty-eight (28) calendar days following the date of your initial payment. Subscriptions auto-renew on a monthly basis unless cancelled in accordance with Section 6 of these Terms.
5.3 Payment Processing: All payments are processed securely through Stripe, Inc. By providing your payment information, you authorize Phenex AI to charge the applicable fees to your designated payment method on the dates specified herein. You represent that you are authorized to use the payment method provided.
5.4 Failed Payments: In the event that a scheduled payment cannot be processed, Phenex AI will attempt to collect payment up to three (3) times over a five (5) day period. If payment remains unsuccessful after such attempts, Phenex AI reserves the right to suspend your access to the Services without further notice until the outstanding balance is settled.
5.5 Price Changes: Phenex AI reserves the right to adjust subscription pricing with thirty (30) days' written notice. Your continued use of the Services following the effective date of a price change constitutes your acceptance of the new pricing.
5.6 Taxes: All fees are exclusive of applicable taxes, levies, or duties. You are responsible for all applicable taxes associated with your purchase, except for taxes based on Phenex AI's net income.
6.1 Cancellation by Client: You may cancel your subscription at any time by providing written notice to [email protected] no less than seven (7) business days prior to your next billing date. Cancellation requests submitted after this deadline may result in one additional billing cycle being charged.
6.2 Effect of Cancellation: Upon cancellation, your access to the Services will continue through the end of the current billing period. No partial refunds shall be issued for unused portions of a billing period unless otherwise required by applicable law.
6.3 Termination by Phenex AI: Phenex AI reserves the right to terminate or suspend your access to the Services immediately, without prior notice or liability, if:
6.4 Survival: Provisions of these Terms that by their nature should survive termination shall survive, including without limitation provisions relating to intellectual property, limitation of liability, indemnification, and governing law.
7.1 You agree to use the Services solely for lawful purposes and in accordance with these Terms. You shall not use the Services in any manner that could damage, disable, overburden, or impair our Platform or servers, or interfere with any other party's use of the Services.
7.2 You expressly agree NOT to use the Services to:
7.3 Phenex AI reserves the right to investigate suspected violations of this Acceptable Use Policy and may take any action it deems appropriate, including immediate termination of your account, reporting to law enforcement authorities, or pursuing civil remedies.
8.1 Phenex AI IP: All right, title, and interest in and to the Services, Platform, AI models, software, algorithms, methodologies, documentation, branding, and any related materials (collectively, "Phenex AI IP") are and shall remain the exclusive property of Phenex AI and its licensors. Nothing in these Terms shall be construed to transfer any ownership rights in Phenex AI IP to you.
8.2 License Grant: Subject to your compliance with these Terms and timely payment of all applicable fees, Phenex AI grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for your internal business purposes during the term of your subscription.
8.3 Client Data: You retain all ownership rights in and to your Client Data. By using the Services, you grant Phenex AI a non-exclusive, worldwide, royalty-free license to use, process, and display your Client Data solely to the extent necessary to provide the Services to you.
8.4 Feedback: Any feedback, suggestions, or ideas you provide to Phenex AI regarding the Services may be used by Phenex AI without restriction or compensation to you. You hereby irrevocably assign to Phenex AI all rights in any such feedback.
8.5 Restrictions: You shall not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any materials from our Platform without our prior written consent.
9.1 Each party agrees to hold the other's Confidential Information in strict confidence and not to disclose such information to any third party without the prior written consent of the disclosing party, except as required by law or as necessary to perform obligations under this Agreement.
9.2 Each party agrees to use the other's Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement.
9.3 The obligations of confidentiality shall survive the termination of this Agreement for a period of three (3) years.
9.4 The obligations of confidentiality shall not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of Confidential Information; or (d) is required to be disclosed by applicable law or court order.
10.1 Phenex AI stands behind the quality of its Services. We are committed to working diligently until your AI system is fully operational and performing to the agreed specifications.
10.2 Satisfaction Guarantee: In the event that Phenex AI is unable to successfully deploy a functioning AI system for your business within a reasonable timeframe despite good faith efforts on both parties' behalf, we will issue a full refund of your setup fee. This guarantee is subject to the following conditions:
10.3 Monthly subscription fees are non-refundable except where required by applicable consumer protection legislation.
10.4 Refund requests must be submitted in writing to [email protected] and will be reviewed and responded to within ten (10) business days of receipt.
11.1 THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF DEALING.
11.2 PHENEX AI DOES NOT WARRANT THAT: (A) THE SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS OR EXPECTATIONS; (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE, RELIABLE, OR COMPLETE; OR (D) ANY ERRORS IN THE PLATFORM WILL BE CORRECTED.
11.3 AI-generated responses, recommendations, and communications are produced by artificial intelligence and may occasionally contain inaccuracies, errors, or inappropriate content. Phenex AI makes no warranty as to the accuracy, completeness, or fitness of any AI-generated output for any particular purpose.
12.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PHENEX AI, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS OPPORTUNITIES, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICES.
12.2 NOTWITHSTANDING THE FOREGOING, PHENEX AI'S TOTAL CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO PHENEX AI IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
12.3 The limitations of liability set forth in this section reflect a reasonable allocation of risk between you and Phenex AI and form an essential basis of the bargain between the parties.
13.1 You agree to indemnify, defend, and hold harmless Phenex AI and its officers, directors, employees, agents, successors, and assigns from and against any and all claims, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to:
14.1 Governing Law: These Terms and Conditions and any dispute or claim arising out of or in connection therewith shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.
14.2 Informal Resolution: Prior to initiating any formal dispute resolution process, the parties agree to attempt to resolve any dispute informally by contacting the other party in writing. The parties shall have thirty (30) days from the date of such written notice to attempt to resolve the dispute through good faith negotiations.
14.3 Arbitration: If informal resolution is unsuccessful, any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be finally resolved by binding arbitration administered in accordance with the Arbitration Act, 1991 (Ontario), conducted in the English language in the Province of Ontario.
14.4 Class Action Waiver: You agree that any arbitration or legal proceeding shall be conducted on an individual basis only and not as a class, consolidated, or representative action. You waive any right to participate in a class action lawsuit or class-wide arbitration.
14.5 Injunctive Relief: Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of such party's intellectual property rights or Confidential Information.
These Terms and Conditions, together with any applicable Order Forms, Service Agreements, or other documents incorporated by reference, constitute the entire agreement between you and Phenex AI with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations, and representations.
If any provision of these Terms is held to be invalid, illegal, or unenforceable under applicable law, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it enforceable.
No failure or delay by Phenex AI in exercising any right or remedy shall operate as a waiver thereof. No single or partial exercise of any right or remedy shall preclude any other or further exercise thereof.
You may not assign or transfer any of your rights or obligations under this Agreement without the prior written consent of Phenex AI. Phenex AI may assign this Agreement or any rights hereunder without your consent in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.
Phenex AI shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, telecommunications failures, cyberattacks, or third-party service provider outages.
All notices under this Agreement shall be in writing and delivered to Phenex AI at [email protected] or to you at the email address associated with your account. Notices shall be deemed delivered upon sending, provided no delivery failure notification is received within twenty-four (24) hours.
For any questions, concerns, or notices relating to these Terms and Conditions, please contact us using the information below:
1.1 This Policy applies to all personal information collected, used, or disclosed by Phenex AI in the course of its commercial activities, including information collected through our website at www.phenex.ai, our Platform, our Services, and any communications between you and Phenex AI.
1.2 This Policy does not apply to the practices of companies that Phenex AI does not own or control, or to individuals that Phenex AI does not employ or manage, except as required by law.
1.3 By using our Services or submitting personal information to us, you consent to the collection, use, and disclosure of your personal information as described in this Policy. Where required by law, we will obtain your express consent.
2.1 We may collect the following categories of personal information from you:
2.2 Sensitive Personal Information: We do not intentionally collect sensitive personal information such as racial or ethnic origin, political opinions, religious beliefs, health information, or biometric data, except where explicitly required to provide a specific service and where we have obtained your express prior consent.
3.1 We collect personal information through a variety of means, including:
4.1 We use the personal information we collect for the following purposes, subject to obtaining any required consent:
5.1 Phenex AI does not sell, rent, or trade your personal information to third parties for their own marketing purposes.
5.2 We may disclose your personal information to the following categories of recipients, solely to the extent necessary for the purposes described in this Policy:
We engage trusted third-party service providers to assist in delivering our Services, including payment processors (Stripe, Inc.), cloud hosting providers, CRM platforms, email delivery services, analytics tools, and customer support software. All such providers are required to handle your data in accordance with applicable privacy laws and our data processing agreements.
We may disclose personal information when required by applicable law, court order, regulatory authority, or governmental request. Where legally permitted, we will notify you of such disclosure prior to complying.
In the event of a merger, acquisition, reorganization, sale of assets, or similar business transaction, your personal information may be transferred to the acquiring entity. We will notify you of any such transfer and provide you with an opportunity to opt out where required by law.
We may share your information with additional third parties with your express prior consent.
6.1 Our website and Platform use cookies, web beacons, pixels, and similar tracking technologies to enhance your experience, analyze usage, and support our marketing activities.
6.2 We use the following categories of cookies:
6.3 You may manage your cookie preferences through your browser settings. Please note that disabling certain cookies may impair the functionality of our website or Platform.
7.1 We retain your personal information only for as long as is necessary to fulfill the purposes for which it was collected, including any legal, accounting, or reporting requirements.
7.2 The specific retention period applicable to your personal information depends on the nature of the information and the purposes for which it is processed. In general:
7.3 Upon expiry of the applicable retention period, your personal information will be securely deleted or anonymized in accordance with our data disposal procedures.
8.1 Phenex AI implements appropriate technical, administrative, and physical safeguards to protect your personal information against unauthorized access, disclosure, alteration, loss, or destruction. These measures include, but are not limited to, encryption of data in transit and at rest, access controls, regular security assessments, and employee training.
8.2 All payment card data is processed through Stripe, Inc., a PCI DSS-compliant payment processor. Phenex AI does not store, process, or transmit raw payment card data on its own systems.
8.3 Despite our best efforts, no method of data transmission or storage is completely secure. In the event of a security breach that affects your personal information, we will notify you as required by applicable law.
9.1 Subject to applicable law, you have the following rights with respect to your personal information held by Phenex AI:
9.2 To exercise any of the above rights, please submit a written request to [email protected]. We will respond to your request within thirty (30) days of receipt, or such longer period as may be permitted by applicable law.
10.1 Your personal information may be transferred to and processed in countries other than Canada, including the United States, where our service providers and subprocessors may operate. These countries may have different and potentially less protective data protection laws than those in your jurisdiction.
10.2 When we transfer personal information internationally, we take appropriate safeguards to ensure that your information is protected in accordance with applicable law, including through the use of contractual clauses, data processing agreements, and other transfer mechanisms.
10.3 By using our Services, you acknowledge and consent to the transfer of your personal information to other countries as described in this section.
11.1 Our Services are intended for use by businesses and individuals who are at least eighteen (18) years of age. We do not knowingly collect, use, or disclose personal information from children under the age of thirteen (13).
11.2 If we become aware that we have inadvertently collected personal information from a child under the age of thirteen (13), we will take steps to delete such information from our records as soon as reasonably practicable.
11.3 If you believe we may have collected personal information from a child, please contact us immediately at [email protected].
12.1 Phenex AI reserves the right to update or modify this Privacy Policy at any time. We will notify you of any material changes by posting the revised Policy on our website with an updated effective date, or by sending you an email notification at the address associated with your account.
12.2 Your continued use of our Services following the posting of changes constitutes your acceptance of the revised Policy. If you do not agree to the revised Policy, you must cease using our Services.
12.3 We encourage you to review this Policy periodically to stay informed about how we are protecting your personal information.
If you have any questions, concerns, or requests regarding this Privacy Policy or our data practices, please contact our Privacy Team using the information below. We are committed to addressing your privacy concerns promptly and professionally.