Terms & Conditions

This document represents the standard terms and conditions of the contractual relationship between you (the Client) and us (the Provider).

(The Provider and the Client are collectively referred to as the “Parties” and individually as a “Party”.)

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions.

In this Agreement, the following terms shall have the meanings set forth below:

"Services" means the design, development, deployment, hosting, and maintenance of the Conversational AI Agent (Voice or Chat), including Call Center automation, Chatbots, and AI Interviewing solutions, as specifically described in the onboarding session.

"Platform" means the Provider’s proprietary cloud-based infrastructure, including but not limited to AI models, Telephony Gateway (SIP/VoIP), Speech-to-Text (STT) and Text-to-Speech (TTS) engines, conversational logic, and dashboard interfaces.

"Provider IP" means all software, source code, object code, algorithms, conversational flows, AI models, prompts, trade secrets, know-how, and any modifications or improvements thereto, owned or developed by the Provider, whether pre-existing or created specifically for the Client under this Agreement.

"Client Data" means all proprietary information, branding materials, customer lists, phone numbers, scripts, and business knowledge bases provided by the Client to the Provider for the purpose of training or configuring the Bot.

"User Data" means any personal data, voice recordings, transcripts, metadata, or interactions collected from end-users through the Platform.

"Usage Units" means the metric used to calculate billing as specified in Pricing, which may include "Authorized Minutes" for voice solutions or "Message Segments/Tokens" for chatbot solutions.

"Concurrent Calls" means the maximum number of simultaneous voice interactions the Platform handles for the Client at any single moment.

"High Risk Use Case" means any use of the Services in contexts where failure or inaccuracy could lead to death, bodily injury, or significant property/environmental damage (e.g., emergency services, air traffic control, critical medical advice).

"Confidential Information" means any non-public technical, financial, or business information disclosed by one Party to the other that is marked as confidential or would reasonably be understood to be confidential.

"Georgian Personal Data Law" means the Law of Georgia on Personal Data Protection and any other applicable privacy regulations in Georgia.

2. SCOPE OF SERVICES

2.1 Provision of Services.

The Provider agrees to grant the Client access to the Platform to automate inbound and/or outbound calls in accordance with the specifications detailed in onboarding session. The Provider shall use commercially reasonable efforts to provide the Services in a professional and workmanlike manner.

2.2 Telephony & Connectivity.

The Provider shall facilitate the connection between the AI and the Public Switched Telephone Network (PSTN).

The Client may port existing numbers or purchase new numbers through the Provider as specified in onboarding session.

The Client acknowledges that the Provider utilizes third-party enterprise-grade VoIP providers. The Provider cannot guarantee 100% call quality due to factors outside its control, including carrier latency, mobile network issues, or internet instability at the user’s end. The Provider is not liable for such external disruptions.

2.3 Third-Party Integrations.

The Client acknowledges that the Services may utilize third-party AI engines (e.g., OpenAI, Google Cloud, AWS). The Provider acts as an intermediary and configurator. While the Provider will make reasonable efforts to mitigate issues, it shall not be liable for service interruptions, API deprecations, or policy changes caused solely by these third-party providers.

2.4 Integration with Client Systems. 

To provide the full functionality of the Services, the Provider may require integration with the Client’s internal software systems, including but not limited to Customer Relationship Management (CRM) tools, Project Management platforms (e.g., Jira, Asana, Trello), internal databases, and ticketing systems (collectively, "Client Systems"). 

a) Access and Credentials: The Client agrees to provide necessary API keys, OAuth tokens, or login credentials to facilitate these integrations. The Client warrants that it has the authority to grant such access. 

b) Dependency: The Client acknowledges that failure to provide timely and working access to Client Systems may result in limited functionality of the Services. The Provider shall not be liable for service degradation caused by the Client’s failure to facilitate these integrations.

2.5 Change Control Procedure.

Any changes to the scope of the Services (e.g., changing the bot’s personality, adding new complex flows, or changing integration points) requested after the initial sign-off must be made in writing. If the Provider determines that such changes require additional work, they will be considered “Change Orders” and may incur additional fees at the Provider’s standard hourly rate or a fixed fee as agreed.

3. FEES, PAYMENT TERMS, AND TAXES

3.1 Subscription Fees.

The Client shall pay the Monthly Subscription Fees associated with the Service Tier selected in Pricing. The Subscription Fee is payable in advance on the first day of each Billing Cycle.

3.2 Usage Limits and Overage Fees.

Minutes are calculated in 60-second increments, rounded up only for the first minute (subsequent use is calculated on a per second basis. Usage is measured from the time the call is answered until the call is disconnected.

If the Client’s usage exceeds the included allowance for their selected Tier during any Billing Cycle, the Client shall be charged an Overage Fee for the excess usage at the rates specified in Pricing Page. Overage fees will be billed in arrears on the next invoice.

Unused minutes, messages, or credits do not roll over to the next month.

The Services are subject to a Fair Use Policy. If the Client’s usage pattern significantly deviates from normal business use or threatens the stability of the Platform (e.g., a "Distributed Denial of Service" style volume of bot queries), the Provider reserves the right to throttle the connection or move the Client to a custom Enterprise Tier with higher pricing, following a 48-hour notice period.

3.3 Upgrades and Downgrades.

The Client may upgrade to a higher Tier at any time. The difference in Subscription Fees will be prorated for the remainder of the current Billing Cycle.

The Client may downgrade their Tier effective from the start of the next Billing Cycle. No refunds will be issued for partial months.

3.4 Invoicing and Payment.

Invoices will be sent to the Client’s email address on file. Payment is due within 3 days of the invoice date.

Failure to pay any subscription fees by the due date shall result in the immediate termination of your access to MyZari services. MyZari reserves the right to deactivate or delete your account and all associated data upon such termination without prior notice.

If any undisputed invoice remains unpaid for more than 3 days after the due date, the Provider reserves the right to suspend the Services immediately until payment is received.

3.5 Taxes.

All fees are exclusive of Value Added Tax (VAT) or other applicable taxes under Georgian law. If the Provider is a VAT payer, VAT at the statutory rate will be added to the invoice.

4. CLIENT OBLIGATIONS AND ACCEPTABLE USE

4.1 Accuracy of Information.

The Client is solely responsible for the accuracy, legality, and completeness of the business information (FAQs, pricing, policies) provided to the bot to answer user queries.

4.2 Legal Compliance.

The Client acknowledges that the Platform processes and records voice data. The Client is solely responsible for ensuring compliance with all applicable laws regarding:

Clearly informing end-users that they are interacting with an Artificial Intelligence and that the call may be recorded for quality and training purposes.

Obtaining all necessary consents (e.g., two-party consent) for audio recording and data processing.

4.3 Telephony Acceptable Use (Anti-Spam).

The Client agrees NOT to use the Services to:

Make unsolicited calls (“Robocalls”) to numbers on any national “Do Not Call” registry.

Make promotional calls outside of legally permitted hours (e.g., late night or early morning “Quiet Hours”).

Engage in “Caller ID Spoofing” or misrepresent the identity of the caller.

 The Client shall indemnify, defend, and hold the Provider harmless against any fines, penalties, or claims from telecom regulators (e.g., ComCom in Georgia, FCC in USA) arising from the Client’s violation of this clause.

4.4 High Risk Restrictions.

The Client shall not use the Services for High Risk Use Cases (e.g., 911/112 dispatch, suicide hotlines, autonomous medical diagnosis, or critical infrastructure control). The Provider specifically disclaims liability for any such unauthorized use.

4.5 Monitoring and Supervision

The Client acknowledges that the AI is an automated tool and not a human employee. The Client shall: 

a) Regularly monitor the AI’s interactions and outputs; 

b) Promptly notify the Provider if the AI begins behaving unexpectedly; 

c) Be responsible for the final "human-in-the-loop" review of any critical actions (e.g., final approval of a candidate in an AI Interview or execution of a high-value transaction).

5. INTELLECTUAL PROPERTY RIGHTS

5.1 Provider Ownership.

The Parties agree that all Intellectual Property rights in the Services, the Platform, the custom code, the conversational scripts/flows, and the specific AI configurations developed under this Agreement are and shall remain the sole and exclusive property of the Provider. This Agreement is not a “work made for hire” arrangement regarding the software code.

5.2 License to Client.

Upon full payment of all fees, the Provider grants the Client a limited, non-exclusive, non-transferable, revocable license to use the Platform for its internal business operations during the Term of this Agreement. This license does not grant the Client the right to sell, sub-license, reverse engineer, decompile, or distribute the source code of the Bot to third parties.

5.3 Client Ownership.

The Client retains ownership of its trademarks, logos, and the specific business content (text/data) provided to the Bot.

5.4 Use of Data for Training.

The Client grants the Provider a worldwide, perpetual, royalty-free license to use anonymized and aggregated User Data (stripped of personal identifiers) for the purpose of improving the AI models, ensuring the accuracy of the Services, and developing new features.

6. DATA PROTECTION, PRIVACY, AND LIABILITY

6.1 Data Processing Roles. 

The Parties acknowledge and agree that for the purposes of the Law of Georgia on Personal Data Protection:

The Client is the “Data Controller”, who determines the purposes and means of processing personal data.

The Provider is the “Data Processor”, who processes personal data on behalf of and under the instructions of the Client.

6.2 Client Warranty and Consent. 

The Client represents and warrants that:

It has a valid legal basis (e.g., explicit consent or legitimate interest) to collect and process all Client Data and User Data provided to the Platform.

Specifically regarding Voice AI, the Client is solely responsible for providing mandatory notices to end-users that their interaction is with an Artificial Intelligence and that the call/chat is being recorded.

The Client shall obtain explicit consent for the processing of biometric data (voiceprints) if such features are enabled.

6.3 Processing Instructions and Security.

The Provider shall process data only upon the documented instructions of the Client.

The Provider shall implement appropriate technical and organizational measures (encryption, access controls) to protect data against unauthorized access or accidental loss.

In the event of a personal data breach, the Provider shall notify the Client within twenty-four (24) hours.

6.4 Data Retention and Deletion. 

Unless otherwise agreed in writing in an SOW, the following retention schedule applies:

Voice Recordings: Retained for 30 days for quality assurance, debugging, and calibration, after which they are permanently deleted.

Interaction Transcripts: Retained for 12 months to provide interaction history and analytics to the Client.

On-Demand Deletion: The Client may request the immediate deletion of specific records at any time via the Provider’s support portal.

Post-Termination: Upon termination of this Agreement, the Provider shall delete or return all personal data within 30 days, except for anonymized data used for model improvement.

6.5 Use of Anonymized Data. 

The Client grants the Provider a perpetual, royalty-free license to use anonymized and aggregated data (where all personal identifiers and sensitive business markers have been removed). This data is used solely to improve AI accuracy, train internal models, and enhance the Services. This process shall be irreversible, ensuring the data is no longer "personal data" under Georgian law.

6.6 Data Indemnification. 

The Client shall indemnify, defend, and hold harmless the Provider from any and all claims, regulatory fines (including those imposed by the Personal Data Protection Service of Georgia), or legal costs arising out of:

The Client’s failure to obtain proper consent from end-users;

The Client’s use of illegally acquired data lists;

Any processing instructions provided by the Client that violate applicable privacy laws.

6.7 International Transfers. 

The Client acknowledges that the Provider may utilize third-party sub-processors (e.g., OpenAI, AWS, Google Cloud) located outside of Georgia. The Provider ensures that such transfers are protected by standard contractual clauses or are made to jurisdictions recognized as providing an adequate level of protection by the Georgian authorities.

7. CONFIDENTIALITY

7.1 Obligations.

Each Party (“Receiving Party”) agrees to hold the other’s (“Disclosing Party”) Confidential Information in strict confidence. The Receiving Party shall not disclose such information to any third party (except to employees/contractors on a need-to-know basis) or use it for any purpose other than performing this Agreement.

7.2 Exclusions.

Confidential Information does not include information that: (a) is public knowledge at the time of disclosure; (b) is independently developed by the Receiving Party; or © is wrongfully obtained from a third party without breach of this Agreement.

8. AI DISCLAIMERS, WARRANTIES, AND LIMITATION OF LIABILITY

8.1 “As Is” Warranty.

Except as expressly provided herein, the Services are provided “as is” and “as available.”

8.2 Accuracy of AI.

The Client acknowledges that the Services utilize probabilistic Artificial Intelligence. The Provider does not represent or warrant that the content, responses, or advice generated by the Bot will be:

a) Completely accurate, factual, or error-free;

b) Free from “hallucinations” (instances where the AI confidently invents incorrect facts); or

c) Free from inherent biases present in the underlying training data.

The Provider shall not be liable for any damages, reputational harm, or misinformation resulting from the Bot providing incorrect answers.

8.3 Service Availability.

The Provider will attempt to achieve an uptime of 99% but does not guarantee uninterrupted service.

8.4 Liability Cap.

To the maximum extent permitted by Georgian law, the Provider’s total aggregate liability arising out of or related to this Agreement shall strictly be limited to the total amount of fees paid by the Client to the Provider in the three (3) months preceding the event giving rise to the claim.

8.5 Exclusion of Consequential Damages.

In no event shall either Party be liable for any indirect, incidental, special, or consequential damages, including but not limited to loss of profits, loss of data, or business interruption, even if advised of the possibility of such damages.

8.6 Liability for Automated Actions in Client Systems. 

The Client acknowledges that the AI Agent may be authorized to execute actions within Client Systems (e.g., creating tickets, moving cards in Jira/Trello, labeling leads in CRMs, or modifying database entries). The Client accepts that AI behavior is probabilistic and may occasionally result in administrative errors (e.g., incorrect data entry, miscategorized tickets, or erroneous task assignment). The Provider shall NOT be liable for any administrative errors, data corruption, or workflow disruptions within the Client Systems caused by the AI’s automated actions. The Client is responsible for implementing its own checks and balances (e.g., human review of AI-generated tickets) within its internal systems.

9. TERM AND TERMINATION

9.1 Term.

This Agreement commences on the Effective Date and continues for an initial term of 12 Months. It shall automatically renew for successive terms unless terminated.

9.2 Termination for Convenience.

Either Party may terminate this Agreement for any reason by providing 30 days’ written notice. 

a) By Client: If the Client terminates for convenience, they will not be entitled to a refund of any pre-paid fees. 

b) By Provider: If the Provider terminates for convenience, the Provider shall issue a pro-rated refund covering the remainder of the Billing Cycle after the effective date of termination. 

9.3 Termination for Cause. 

Either Party may terminate this Agreement immediately upon written notice if the other Party: 

a) Commits a material breach of this Agreement (including failure to pay Fees) and fails to cure such breach within 10 days after receiving written notice of the breach; 

b) Becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, or liquidation; or 

c) Violates the Acceptable Use Policy (Clause 4) or Intellectual Property Rights (Clause 5). In the event of Termination for Cause by the Provider, the Client shall remain liable for all Fees due for the remainder of the current Term.

9.4 Effect of Termination.

Upon termination:

The Client’s access to the Platform will cease immediately.

All outstanding fees (including unbilled Overage Fees) become immediately due and payable.

The Provider will provide a distinctive export of the Client’s User Data in a standard format (e.g., CSV/JSON) within 30 days, provided all fees are paid.

9.5 Emergency Suspension. 

The Provider reserves the right to immediately suspend the Services (without liability) if: 

a) The Client’s use of the Services poses a security risk to the Platform or other customers; 

b) The Client is using the Services for fraudulent or illegal activities; or 

c) The Client’s integrations (as described in Clause 2.4) cause significant technical instability or critical errors in the Provider’s systems. Suspension for these reasons does not pause the Client’s payment obligations.

10. GENERAL PROVISIONS

10.1 Independent Contractor.

The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employer-employee relationship.

10.2 Assignment.

The Client may not assign or transfer this Agreement or any rights herein without the prior written consent of the Provider. The Provider may assign this Agreement to a subsidiary or successor in the event of a merger or acquisition.

10.3 Publicity.

Unless the Client explicitly objects in writing, the Provider may use the Client’s name and logo in its marketing materials and customer lists to identify the Client as a user of the Services.

10.4 Notices.

All notices under this Agreement shall be in writing and deemed given when: (a) sent by confirmed email to the addresses specified in the Preamble; or (b) delivered by registered mail or courier.

10.5 Force Majeure.

Neither Party shall be liable for any failure or delay in performance (except for payment obligations) caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, riots, embargos, internet service provider failures, denial of service attacks, or failure of third-party telecommunications carriers.

10.6 Severability.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

10.7 Survival.

The rights and obligations contained in Sections 5 (Intellectual Property), 6 (Data Protection), 7 (Confidentiality), and 8 (Limitation of Liability) shall survive the termination or expiration of this Agreement.

10.8 Non Solicitation.

During the Term of this Agreement and for twelve (12) months thereafter, the Client shall not, without the Provider’s prior written consent, directly or indirectly solicit for employment or hire any employees or contractors of the Provider who were involved in the performance of this Agreement. A breach of this clause shall entitle the Provider to liquidated damages equal to 50% of the employee's new annual salary.

10.9 Governing Law and Dispute Resolution.

This Agreement shall be governed by and construed in accordance with the laws of Georgia.

Any dispute arising out of this Agreement shall first be attempted to be settled amicably. If no settlement is reached within 90 days, the dispute shall be submitted to the Tbilisi City Court of Georgia.