Terms of Service

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“Tenant”, “you”, or “your”) and FACC IT CONSULTING INC. (“FACC IT”, “we”, “us”, or “our”), a corporation registered in Ontario, Canada, operating the AVADesk platform at avadesk.ca.

By creating an account, signing up for a subscription, or using any part of the AVADesk service, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not use AVADesk.

If you are using AVADesk on behalf of a business or other legal entity, you represent that you have the authority to bind that entity to these Terms, and references to “you” include both the individual and the entity.

1. Service Description

AVADesk is a multi-tenant, cloud-hosted Software-as-a-Service (SaaS) platform that enables businesses to deploy an AI-powered phone receptionist. The service includes:

• An AI-powered voice receptionist that answers inbound calls, provides business information, books appointments, captures lead details, and collects intake information on behalf of Tenants
• Real-time speech processing via Twilio ConversationRelay (real-time speech-to-text and text-to-speech by third-party voice providers)
• AI response generation powered by one or more AI language model providers, configurable per Tenant
• A web-based portal for Tenants to configure their AI receptionist, review call transcripts, manage bookings, and access leads
• Optional Google Calendar integration for appointment synchronization
• Email and SMS notifications for new bookings, leads, and call activity
• Subscription billing management

FACC IT CONSULTING INC. reserves the right to modify, expand, or discontinue any feature of the AVADesk service at any time, with reasonable notice to Tenants where practicable.

Beta Features

We may offer features designated as “beta,” “preview,” or “early access.” Beta features are provided as-is without warranty of any kind. They may be modified, removed, or made generally available at any time without notice. FACC IT CONSULTING INC. is not liable for issues arising from use of beta features.

2. Eligibility and Account Registration

2.1 Eligibility

To use AVADesk, you must:

• Be at least 18 years of age
• Have the legal capacity to enter into binding contracts in your jurisdiction
• Be a business or organization operating lawfully in your jurisdiction, or an authorized representative of such an entity
• Not be prohibited from using the service under applicable Canadian law or any other applicable law

2.2 Account Registration

To access AVADesk, you must create an account by providing accurate, current, and complete information. You agree to keep your account information up to date. You may register using an email address and password, or via Google OAuth.

2.3 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You must:

• Use a strong, unique password for your AVADesk account
• Not share your login credentials with unauthorized individuals
• Notify us immediately at privacy@avadesk.ca if you suspect unauthorized access to your account

FACC IT CONSULTING INC. is not liable for any loss or damage arising from unauthorized access to your account resulting from your failure to maintain credential security.

2.4 One Account Per Business

Each business or legal entity is entitled to one AVADesk account. Creating multiple accounts to circumvent free trial limits, usage limits, or subscription restrictions is prohibited and may result in immediate termination of all associated accounts.

3. Acceptable Use Policy

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

3.1 Prohibited Conduct

• Engage in, facilitate, or promote any illegal activity under Canadian federal law, Ontario law, or the laws of any other applicable jurisdiction
• Deceive, defraud, harass, abuse, threaten, or discriminate against any caller or third party
• Impersonate any person, business, organization, or government entity
• Collect personal information from callers beyond what is reasonably necessary for the legitimate business purpose you have disclosed
• Use the platform to conduct mass automated outbound calls or telemarketing in violation of CASL, CRTC regulations, or the National Do Not Call List (DNCL)
• Deploy the AI receptionist in a context where it could be mistaken for a licensed professional (e.g., a lawyer, doctor, or financial advisor) providing professional advice
• Circumvent, disable, or interfere with security features, access controls, or any technical protection mechanisms of the platform
• Attempt to reverse-engineer, decompile, disassemble, or extract source code from AVADesk
• Probe, scan, or test the vulnerability of our systems or networks without authorization
• Introduce malware, viruses, trojans, or other malicious code into the platform
• Resell, sublicense, white-label, or otherwise provide access to AVADesk to third parties without our prior written consent
• Use AVADesk for any purpose that creates reputational, legal, or financial harm to FACC IT CONSULTING INC.
• Use the service in connection with any activity that violates human rights, privacy rights, or applicable anti-discrimination law

3.2 Enforcement

Violation of this Acceptable Use Policy may result in immediate suspension or termination of your account, without refund, and may be referred to applicable law enforcement authorities. We reserve the right to investigate suspected violations and to cooperate with law enforcement agencies.

4. Tenant Responsibilities

4.1 Accuracy of Configuration

You are solely responsible for the accuracy, completeness, and currency of all information you configure in AVADesk — including business details, services, pricing, staff information, hours of operation, FAQs, and booking policies. AVADesk's AI responds to callers based entirely on the information you provide. Inaccurate or outdated configurations will result in inaccurate responses to your callers, and FACC IT CONSULTING INC. bears no responsibility for errors arising from incorrect Tenant-provided data.

4.2 AI Disclosure to Callers

You are responsible for ensuring that callers interacting with your AVADesk AI receptionist are appropriately informed that they are speaking with an automated AI system, not a human receptionist. This disclosure obligation may arise from:

• Applicable Canadian federal and provincial privacy laws
• CRTC telecommunications regulations
• Emerging AI disclosure requirements under applicable legislation
• Industry-specific regulations applicable to your business sector

You should include an AI disclosure in your phone greeting, on your website, and in any other communication where callers may reasonably expect to speak with a human. FACC IT CONSULTING INC. accepts no liability for your failure to make required disclosures.

4.3 You Are the Data Controller for End-User Data

When your callers interact with AVADesk, you are the data controller for the personal information collected from those callers. FACC IT CONSULTING INC. acts as your data processor. This means:

• You are responsible for establishing and publishing a privacy policy for your own business that accurately describes how caller data is collected and processed through AVADesk
• You are responsible for obtaining any legally required consents from callers before collecting their personal information through the AI receptionist
• You are responsible for handling End-User access, correction, and deletion requests that pertain to data collected on your behalf
• You are responsible for ensuring that your use of AVADesk to collect End-User data complies with PIPEDA, applicable provincial privacy legislation, and any sector-specific privacy laws applicable to your business (such as PHIPA for Ontario healthcare providers)
• You must not instruct AVADesk to collect personal information that you are not authorized or permitted to collect under applicable law

4.4 Regulatory Compliance

You are solely responsible for ensuring your use of AVADesk complies with all regulations applicable to your business and industry, including:

• Canada's Personal Information Protection and Electronic Documents Act (PIPEDA)
• Applicable provincial privacy legislation (including Ontario's PHIPA for healthcare providers)
• Canada's Anti-Spam Legislation (CASL)
• CRTC regulations, including the National Do Not Call List (DNCL)
• Call recording consent laws — in Canada, at least one party to a phone call must consent to recording; you must ensure any recording by Twilio is conducted in compliance with applicable law and that callers are informed where required
• Any licensing, regulatory, or professional standards applicable to your business sector

4.5 Monitoring and Review

We strongly recommend that you regularly review call transcripts and booking records in the AVADesk portal to verify that the AI receptionist is operating correctly and representing your business accurately. You are responsible for monitoring the AI's performance and for taking corrective action (such as updating your configuration) when errors are identified.

5. AI Accuracy Disclaimer

AVADesk uses large language model technology provided by one or more third-party AI language model providers, combined with real-time speech processing, to generate receptionist responses. You acknowledge and agree that:

• AI-generated responses are not infallible. The AI may misunderstand caller intent, mishear speech, provide incorrect information, make inappropriate suggestions, or fail to complete a task as expected
• The AI receptionist is not a licensed professional and nothing it communicates constitutes legal advice, medical advice, financial advice, mental health support, or professional advice of any kind
• You must not configure AVADesk to hold itself out as a licensed professional or to provide advice in regulated domains unless appropriately disclaimed and supervised by qualified professionals
• The AI may reflect biases or limitations inherent in the underlying language models. It is your responsibility to review responses and configure the system to minimize inappropriate outputs
• AI transcription (speech-to-text) may contain errors, particularly for names, accents, technical terminology, or low-quality audio
• You are responsible for all bookings, commitments, and information communicated to callers through AVADesk, even if resulting from an AI error
• AVADesk should not be used as the sole channel for urgent, safety-critical, medical, or legal inquiries

We recommend maintaining a mechanism for callers to reach a human staff member when the AI receptionist is unable to assist appropriately.

6. Intellectual Property

6.1 Our Property

AVADesk, including all software, technology, algorithms, user interfaces, branding, trademarks, service marks, trade names, and all associated intellectual property, is the exclusive property of FACC IT CONSULTING INC. and its licensors. These Terms do not transfer any ownership rights to you. You receive only a limited, non-exclusive, non-transferable, revocable licence to access and use AVADesk during your active subscription period, solely for your internal business purposes in accordance with these Terms.

6.2 Your Data

You retain full ownership of your business data — including your business configuration, call transcripts, booking records, lead captures, and intake submissions (“Tenant Data”). By using AVADesk, you grant FACC IT CONSULTING INC. a limited, non-exclusive licence to process, store, and use Tenant Data solely as necessary to provide the AVADesk service as described in these Terms and our Privacy Policy.

We do not claim any ownership rights in Tenant Data, and we will not use Tenant Data for any purpose other than operating and improving the service for you, in accordance with our Privacy Policy.

6.3 Feedback

If you provide feedback, suggestions, or ideas regarding AVADesk, you grant FACC IT CONSULTING INC. a perpetual, irrevocable, royalty-free licence to use such feedback for any purpose, including improving the service, without obligation of compensation or attribution.

7. Payment and Subscription Terms

7.1 Free Trial

New Tenants may access AVADesk during a free trial period as specified on our website at the time of sign-up. No payment is required during the free trial. At the conclusion of the trial period, continued access requires a paid subscription. Free trials are limited to one (1) per business or legal entity. Creating multiple accounts to obtain additional free trials constitutes a violation of these Terms.

7.2 Subscription Plans and Pricing

AVADesk is offered on subscription plans with pricing as listed on our website. All prices are in Canadian dollars (CAD) unless otherwise stated. Subscriptions are billed in advance on a monthly or annual basis, as selected by the Tenant. FACC IT CONSULTING INC. may change subscription pricing with at least 30 days' advance written notice. Continued use after the effective date of a price change constitutes acceptance of the new pricing.

7.3 Payment Processing

Payment processing is handled by a third-party payment processor engaged by FACC IT CONSULTING INC. By entering payment information, you authorize FACC IT CONSULTING INC. to charge your designated payment method for applicable subscription fees on a recurring basis. You represent that you are authorized to use the payment method provided. FACC IT CONSULTING INC. does not store payment card numbers, CVV codes, or other sensitive card data — all card data is handled directly by our payment processor, which is PCI-DSS Level 1 certified. The payment processor's terms and privacy policy apply to payment processing.

Failed payment attempts may result in suspension of your account. We will make reasonable efforts to notify you before suspension. We may retry failed payments and may charge applicable fees for payment failures.

7.4 Taxes

Subscription fees are exclusive of applicable taxes. You are responsible for all applicable taxes, duties, and government charges (including HST/GST) arising from your subscription, except for taxes levied on FACC IT CONSULTING INC.'s net income.

7.5 Cancellation

You may cancel your subscription at any time through the AVADesk portal or by contacting us at privacy@avadesk.ca. Cancellation takes effect at the end of your current billing period. You will retain access to AVADesk until the end of the paid period. We do not provide prorated refunds for unused portions of a billing period, except where required by applicable consumer protection law.

7.6 Refunds

Subscription fees are generally non-refundable. We may, at our sole discretion, issue a refund or service credit in cases of demonstrable service failure. Refund requests must be submitted within 14 days of the billing event to privacy@avadesk.ca.

8. Service Availability and Uptime

FACC IT CONSULTING INC. will use commercially reasonable efforts to maintain AVADesk availability. However, we do not guarantee uninterrupted or error-free service. Downtime may occur due to:

• Scheduled maintenance (we will endeavour to provide advance notice)
• Unplanned outages affecting our infrastructure (AWS), telephony (Twilio), AI language model providers, voice processing providers, or other third-party dependencies
• Events outside our reasonable control (see Force Majeure below)

No SLA: Unless explicitly stated in a separate written agreement, we do not provide a Service Level Agreement (SLA) or guarantee any specific uptime percentage. AVADesk is provided on a best-effort basis.

Third-Party Dependencies: AVADesk relies on third-party services including Twilio, AWS, and our AI language model, voice processing, email delivery, payment processing, and calendar integration providers. Outages or degradation of these upstream services may affect AVADesk performance. We are not liable for downtime caused by third-party provider failures.

Force Majeure: FACC IT CONSULTING INC. is not liable for delays or failures caused by events beyond our reasonable control, including natural disasters, pandemics, cyberattacks, government actions, telecommunications failures, or third-party provider outages.

9. Disclaimer of Warranties and Limitation of Liability

9.1 Disclaimer of Warranties

AVADesk is provided “as is” and “as available” without any warranties of any kind, express or implied. To the fullest extent permitted by Ontario and Canadian law, FACC IT CONSULTING INC. disclaims all warranties, including:

• Warranties of merchantability, fitness for a particular purpose, and non-infringement
• Any warranty that AVADesk will meet your requirements or business needs
• Any warranty that the service will be uninterrupted, timely, secure, or error-free
• Any warranty regarding the accuracy, reliability, or completeness of AI-generated content

9.2 Limitation of Liability

To the fullest extent permitted by applicable law, FACC IT CONSULTING INC. and its officers, directors, employees, agents, and licensors shall not be liable for:

• Any indirect, incidental, special, consequential, punitive, or exemplary damages
• Loss of profits, revenue, business opportunities, goodwill, or anticipated savings
• Loss or corruption of data
• Missed appointments, incorrect bookings, or dissatisfied customers resulting from AI errors or service interruptions
• Damages arising from your reliance on AI-generated information or advice
• Damages arising from third-party processor outages or failures (including Twilio, AWS, and our AI language model, voice processing, email delivery, payment processing, and calendar integration providers)
• Damages arising from your failure to comply with your obligations under these Terms or applicable law

Cap on Liability: In any event, FACC IT CONSULTING INC.'s total aggregate liability to you for all claims arising under or in connection with these Terms or your use of AVADesk shall not exceed the total fees you paid to FACC IT CONSULTING INC. in the three (3) calendar months immediately preceding the event giving rise to the claim.

Some jurisdictions do not permit the exclusion or limitation of certain implied warranties or consequential damages. In such jurisdictions, the above limitations apply to the maximum extent permitted by law.

10. Indemnification

You agree to defend, indemnify, and hold harmless FACC IT CONSULTING INC. and its officers, directors, employees, agents, licensors, and service providers from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• Your use of AVADesk in violation of these Terms or applicable law
• Your failure to disclose to callers that they are interacting with an AI system
• Your failure to obtain required consents from callers for data collection or call recording
• Your breach of privacy obligations to End-Users (callers) as their data controller
• Inaccurate, incomplete, or misleading business information you configured in AVADesk
• Your use of AVADesk in regulated industries without complying with applicable sector-specific regulations
• Any claim by a third party arising from your deployment or use of AVADesk
• Your infringement of any intellectual property rights of any third party

FACC IT CONSULTING INC. reserves the right to assume exclusive defence and control of any matter subject to indemnification by you, at your expense. You agree to cooperate with our defence of such claims.

11. Termination and Suspension

11.1 Termination by You

You may terminate your account at any time by cancelling your subscription through the AVADesk portal or by contacting us at privacy@avadesk.ca. Termination takes effect at the end of your current billing period. You remain responsible for all fees accrued prior to termination.

11.2 Termination or Suspension by FACC IT

FACC IT CONSULTING INC. may suspend or terminate your account at any time, with or without notice, if:

• You breach any provision of these Terms or our Acceptable Use Policy
• You fail to pay subscription fees and do not remedy the failure within 7 days of notice
• Your use of AVADesk creates legal, regulatory, reputational, or operational risk for FACC IT CONSULTING INC.
• You provide false or misleading information in connection with your account
• We are required to do so by law or court order
• We determine, in our sole discretion, that continuation of your account is no longer appropriate

Where feasible, we will provide advance notice before suspension or termination. In cases of serious violations, immediate suspension without notice may be necessary.

11.3 Data Portability and Export

Upon termination or cancellation, you may request an export of your Tenant Data (call transcripts, booking records, lead captures, intake submissions) within 30 days of account closure. We will provide your data in a commonly used, machine-readable format (e.g., CSV or JSON). Requests for data export after 30 days of account closure may not be fulfilled, as data will have been scheduled for deletion per our Privacy Policy.

To request a data export, contact privacy@avadesk.ca with your account details.

11.4 Effect of Termination

Upon termination: your right to access AVADesk immediately ceases; your AI receptionist will stop answering calls; data retained in accordance with our Privacy Policy will be deleted on schedule. The following sections survive termination of these Terms: Sections 5 (AI Disclaimer), 6 (Intellectual Property), 9 (Limitation of Liability), 10 (Indemnification), 12 (Governing Law), and any other provisions that by their nature should survive.

12. Governing Law and Dispute Resolution

12.1 Governing Law

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) 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.

12.2 Exclusive Jurisdiction

Subject to the informal resolution process below, any legal proceedings arising out of or relating to these Terms or your use of AVADesk shall be brought exclusively in the courts of competent jurisdiction in the Province of Ontario, Canada. You irrevocably consent to the personal jurisdiction of such courts and waive any objection to the laying of venue in those courts.

12.3 Informal Dispute Resolution

Before initiating any formal legal proceedings, you agree to first contact FACC IT CONSULTING INC. at privacy@avadesk.ca and attempt to resolve the dispute informally. We will make a good-faith effort to resolve disputes within 30 days of receiving written notice. If the dispute cannot be resolved informally within 30 days, either party may pursue formal proceedings.

13. Modification of These Terms

FACC IT CONSULTING INC. reserves the right to modify these Terms at any time. When we make material changes, we will:

• Update the “Last updated” date at the top of this page
• Notify active Tenants by email and/or through a notice within the AVADesk portal at least 14 days before the changes take effect (or immediately for changes required by law)

Your continued use of AVADesk after the effective date of revised Terms constitutes your acceptance of the changes. If you do not agree to the revised Terms, you must stop using AVADesk and cancel your subscription before the effective date.

14. General Provisions

15. Contact Information

For questions about these Terms, contractual inquiries, or to exercise any rights described herein, please contact FACC IT CONSULTING INC.: