Terms of Service

Capitalized terms used in these Terms have the meanings set out below:

• 'Growth System' means the productized, done-for-you AI and automation system operated by Tekmadev that answers calls, replies to leads, runs follow-up sequences, and books appointments on behalf of the Client.
• 'Order Form' means the written or electronic acceptance of a Tekmadev proposal that describes the scope, timeline, and any specific deliverables and fees for an engagement.
• 'Qualified Booked Call' means an appointment scheduled on the Client's calendar that meets the qualification criteria mutually defined in the Order Form (industry fit, decision-maker, minimum budget, and verified intent). Disputed calls are resolved under Section 5.
• 'Client Data' means data, content, recordings, contact information, and other materials provided by the Client or generated through the Growth System operating on behalf of the Client.
• 'Tekmadev IP' means Tekmadev's proprietary methodologies, software, configurations, prompts, scripts, templates, dashboards, and the Growth System itself, including all enhancements made over time.

Our services are offered to business entities, not consumers. By engaging us, you represent that you are at least 18 years old, are authorized to bind your business to these Terms, and will provide accurate information. We may refuse service to any party in our reasonable discretion.

Tekmadev installs and operates the Growth System on behalf of the Client. The standard engagement consists of:

1. 01Diagnose: a 45-minute audit call where we map the Client's pipeline.
2. 02Build: configuration of the AI voice agent, follow-up sequences, CRM integrations, and lead engine, typically completed within 7 days of kickoff.
3. 03Install: go-live deployment, typically completed within 14 days of kickoff (longer for regulated or multi-location industries).
4. 04Operate: ongoing monitoring, weekly optimization, and monthly reporting.

Specific deliverables, integrations, target volumes, and timelines for a given engagement are set out in the Order Form.

Tekmadev offers a performance guarantee: if we do not deliver the number of Qualified Booked Calls set out in the Order Form (target floor: 30) within 60 days of go-live, the Client will not be invoiced for additional Qualified Booked Call fees until we reach that number, and we will continue to operate the system at no additional charge until we do.

The guarantee is conditioned on the Client:

• Cooperating in good faith with onboarding, including providing access to existing systems, authorizing required integrations, and reviewing scripts within agreed timelines.
• Promptly following up on calls and appointments delivered to the Client's calendar.
• Not pausing, deactivating, or materially altering the installed system without our written agreement.
• Meeting the qualification criteria defined in the Order Form (industry, geography, average deal value, monthly revenue floor).
• Maintaining lead generation activities and lead supply at the levels agreed in the Order Form.

Disputes about whether a call is a 'Qualified Booked Call' will be resolved in good faith. If a dispute cannot be resolved within 10 business days, the parties will follow the dispute resolution procedure in Section 19.

Fees are set out in the Order Form. Unless otherwise stated, Tekmadev's standard model is:

• $0 setup fee.
• Performance-based fees billed per Qualified Booked Call, or on a monthly retainer with a Qualified Booked Call floor, as specified in the Order Form.
• Fees are quoted in Canadian dollars (CAD) unless otherwise stated and are exclusive of applicable taxes (HST, GST, QST), which will be added where applicable.

Invoices are due within the period stated on the invoice (default: net 15). Past-due amounts bear interest at the lesser of 1.5% per month (19.56% per annum) or the maximum rate permitted by law. The Client is responsible for collection costs, including reasonable legal fees, on overdue amounts.

The Client agrees to:

• Use the Growth System only for lawful business purposes.
• Comply with all applicable laws, including the Canadian Anti-Spam Legislation (CASL), the Telephone Consumer Protection Act (TCPA, if contacting US numbers), provincial consumer protection legislation, and applicable privacy laws (PIPEDA, Quebec Law 25, GDPR for EU contacts).
• Maintain valid express or implied consent for the contacts in lists supplied to Tekmadev or generated through the Client's marketing.
• Provide accurate and current information about the Client's business, offer, and qualification criteria.
• Be the controller of personal information processed through the Growth System operating in the Client's account.
• Disclose to its own callers and contacts, where required by law, that calls may be answered or assisted by AI and that calls may be recorded.
• Not reverse engineer, copy, sublicense, or resell Tekmadev IP except as expressly permitted in these Terms.

Tekmadev retains all right, title, and interest in and to Tekmadev IP, including all improvements, derivatives, and configurations developed in the course of an engagement.

The Client retains all right, title, and interest in and to Client Data. The Client grants Tekmadev a worldwide, non-exclusive, royalty-free license to use Client Data solely to provide the services and as otherwise permitted by these Terms and the Privacy Policy.

On termination, Tekmadev will, on the Client's written request and at the Client's cost where applicable, export Client Data in a commonly used format. Tekmadev may retain anonymized, aggregated information derived from operation of the system for analytics, benchmarking, and service improvement.

Each party agrees to keep the other party's confidential information confidential, use it only to perform under these Terms, and protect it with no less than reasonable care. Confidential information does not include information that is publicly available without breach, was already known, is independently developed without reference to the other party's confidential information, or is rightfully obtained from a third party. A party may disclose confidential information where required by law, provided it gives prompt notice (where lawful) so the other party may seek a protective order.

Tekmadev processes personal information in accordance with the Privacy Policy at /privacy and applicable law. Where Tekmadev acts as a service provider (processor) for Client Data, the parties will execute a Data Processing Addendum on request.

The Growth System integrates with third-party services (including GoHighLevel, Cal.com, voice carriers, payment processors, and ad platforms). The Client is responsible for accepting the applicable third-party terms and for maintaining the credentials and authorizations required for integration. Tekmadev is not responsible for the acts, omissions, or service availability of any third-party provider.

The engagement begins on the effective date of the Order Form and continues on a month-to-month basis unless a longer initial term is specified. Either party may terminate for convenience on 30 days' written notice. Either party may terminate immediately on written notice if the other party (a) materially breaches these Terms and fails to cure within 15 days of written notice, or (b) becomes insolvent, files for bankruptcy, or has a receiver appointed.

On termination: outstanding fees become immediately due; Tekmadev's license to access Client systems ends; Client Data is returned or destroyed on the Client's written direction within 30 days. Sections that by their nature should survive termination (IP, confidentiality, limitation of liability, indemnification, governing law) will survive.

Tekmadev warrants that it will perform the services in a professional and workmanlike manner consistent with industry standards.

EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, THE GROWTH SYSTEM AND ALL SERVICES ARE PROVIDED 'AS IS' AND 'AS AVAILABLE'. TO THE FULLEST EXTENT PERMITTED BY LAW, TEKMADEV DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION. TEKMADEV DOES NOT WARRANT ANY SPECIFIC REVENUE, CONVERSION, OR BUSINESS OUTCOME OTHER THAN THE LIMITED PERFORMANCE GUARANTEE IN SECTION 4.

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY THE CLIENT TO TEKMADEV IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR CAD $25,000, WHICHEVER IS GREATER. THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO (A) A PARTY'S INDEMNIFICATION OBLIGATIONS, (B) BREACH OF CONFIDENTIALITY, (C) A PARTY'S WILFUL MISCONDUCT OR GROSS NEGLIGENCE, OR (D) LIABILITY THAT CANNOT BE LIMITED BY APPLICABLE LAW.

The Client will defend, indemnify, and hold Tekmadev harmless from any third-party claim arising out of the Client's content, the Client's lists or marketing practices, the Client's breach of CASL, TCPA, or applicable privacy law, the Client's combination of the Growth System with other products or services not provided by Tekmadev, or the Client's breach of these Terms.

Tekmadev will defend, indemnify, and hold the Client harmless from any third-party claim alleging that the Growth System, as delivered by Tekmadev and used in accordance with these Terms, infringes a Canadian copyright, trademark, or trade secret of a third party. Tekmadev's obligations in this paragraph do not apply to claims arising from Client Data, modifications made by anyone other than Tekmadev, or use in combination with non-Tekmadev technology where the combination causes the infringement.

Neither party is liable for failure or delay in performance to the extent caused by events beyond its reasonable control, including acts of God, war, civil unrest, pandemic, government action, internet outages, denial of service attacks, failure of third-party platforms, or shortages of labour or materials. The affected party must give prompt notice and use commercially reasonable efforts to resume performance.

The Client warrants that it complies with all applicable laws governing electronic communications, including CASL, TCPA, the U.S. CAN-SPAM Act, and applicable provincial regulations. The Client is solely responsible for obtaining and maintaining records of consent for the contacts that flow through the Growth System and for honouring unsubscribe and do-not-call requests promptly.

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-laws rules. The parties attorn to the exclusive jurisdiction of the courts located in Hamilton or Toronto, Ontario for any matter not subject to arbitration under Section 18. These Terms are drafted in English.

The parties will attempt to resolve any dispute first by good-faith negotiation between authorized representatives for at least 30 days. If unresolved, the parties will submit the dispute to mediation through a recognized mediation institution in Ontario.

If the dispute remains unresolved 30 days after mediation begins, either party may refer it to confidential, binding arbitration administered by the ADR Institute of Canada (ADRIC) under its Arbitration Rules. The seat of arbitration is Hamilton or Toronto, Ontario. The arbitration will be conducted in English. The award is final and binding and may be entered as a judgment in any court of competent jurisdiction. Either party may seek interim or injunctive relief from a court at any time to protect its rights.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTIES WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION AGAINST THE OTHER PARTY.

• Entire agreement: these Terms, together with any Order Form, Privacy Policy, and Data Processing Addendum, constitute the entire agreement between the parties on the subject matter and supersede any prior agreements or representations.
• Severability: if any provision is held unenforceable, the remaining provisions remain in effect.
• Waiver: no waiver is effective unless in writing and signed. A failure or delay in enforcing a right is not a waiver.
• Assignment: the Client may not assign these Terms without Tekmadev's prior written consent, which will not be unreasonably withheld. Tekmadev may assign to an affiliate or to a successor in a merger, acquisition, or sale of all or part of its business.
• Notices: notices to Tekmadev must be sent to the legal email address below; notices to the Client are sent to the email on the Order Form. Notices are effective on receipt.
• Independent contractors: the parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
• Updates: Tekmadev may update these Terms by posting a revised version. Material changes will be communicated to active Clients. Continued use of the services after the effective date of an update constitutes acceptance.

Questions about these Terms should be directed to:

• Legal, Tekmadev (Tekmadev Innovation Inc.)
• Email: info@tekmadev.com
• Phone: +1 (866) 966-1988
• Registered office: 40 Courtland Ave, Hamilton, Ontario L9B 1X6, Canada