GoodHelpAI Terms of Service

1. Agreement and Acceptance

2481377 Albert Inc, operating as GoodHelp AI ("GoodHelpAI", "we", "us", or "our"), provides the Service to the business identified in its Portal customer record ("Customer", "you", or "your"). These Terms of Service (the "Terms") govern that relationship.

The individual accepting these Terms represents that they have authority to bind Customer. Electronic acceptance is intended to form a binding business agreement and may be retained as evidence under applicable electronic-transactions law.

2. Definitions

• Service means GoodHelpAI's AI voice and chat services, Portal, configuration, and support. Voice and chat services have independent Plans, terms, invoices, and lifecycle states.
• Billing Month means a calendar month in the IANA time zone configured on Customer's account. A Billing Month begins at local midnight on its first day and ends immediately before local midnight on the first day of the next month.
• Plan means the accepted pricing terms for one service, including its monthly base, Included Units, Overage rates, billing cadence, and any annual offer.
• Pre-launch means configuration before a trial or paid launch. Trial means a stated inclusive date range during which recurring charges are waived. Live means the paid operating state.

3. Service Lifecycle and Go-Live

Pre-launch and Trial usage is measured and displayed at normal Plan rates so Customer can understand the amount that would otherwise apply. GoodHelpAI waives both base and Overage charges during those states. No recurring invoice is issued when the net recurring amount is zero.

A Trial does not convert automatically. Paid service begins only after Customer confirms go-live in the Portal or asks GoodHelpAI to confirm it on Customer's behalf, satisfies the payment-readiness requirements, and accepts the displayed quote. GoodHelpAI records the administrator and time when it confirms documented Customer authorization. Trial expiration may suspend a Voice Agent. Chat Agent expiration requires manual follow-up and may leave the public key technically available until disabled.

4. Plans, Included Units, and Usage

• Voice usage is connected call duration reported by the underlying platform for ended calls. Chat usage is AI-agent messages, excluding the initial greeting.
• A session belongs to the Billing Month containing its start time. Included Units reset each Billing Month, do not roll over, and produce no credit or refund when unused.
• Usage beyond Included Units is Overage and is charged under the accepted tier schedule. Customer is responsible for monitoring usage and for unexpected, abusive, automated, fraudulent, or misconfigured traffic.
• Portal estimates may change as late provider records arrive. A finalized invoice is immutable; late usage may appear as an identified adjustment on a later invoice.

5. Monthly Billing

Monthly base fees are billed in advance. Overage is billed in arrears. The normal monthly invoice therefore contains the current Billing Month base fee and the prior Billing Month Overage, together with approved one-time charges scheduled for that service.

A monthly go-live during a Billing Month charges the full base fee for that Billing Month. Usage before go-live remains visible but is excluded from paid Overage. An immediate upgrade charges the positive base-fee difference and applies the upgraded Plan to that Billing Month. A downgrade begins on the next Billing Month boundary.

6. Annual Billing

An annual term begins on the first day of a future Billing Month. Customer pays the stated net annual base charge in advance. The undiscounted annual list price is twelve monthly base fees; the annual offer, if any, is the stated number of free months or percentage savings. Included Units continue to reset monthly and Overage remains invoiced monthly in arrears.

Annual terms renew automatically for successive one-year terms unless cancellation or a permitted change is scheduled before renewal. Annual cancellation, cadence change, downgrade, and Plan change take effect at renewal. Annual base charges are non-refundable by default, including for unused months. Price changes apply to an annual service only at renewal.

7. Price Changes

GoodHelpAI may change monthly pricing after at least 30 days' notice, effective only at a Billing Month boundary. An annual service retains its accepted pricing through the current term and receives changed pricing only at renewal after notice. Finalized invoices and accepted historical periods are never restated because a Plan is edited.

8. One-Time Charges and Standalone Invoices

Work associated with a Voice or Chat service may carry a separately approved one-time charge. The Portal records the description, gross amount, and any approved discount separately. Once approved, the charge is placed on that service's next invoice, including its activation invoice when applicable.

GoodHelpAI may also issue a standalone invoice for work, products, or charges that are not associated with any Voice or Chat service. A standalone invoice is issued directly under the Portal's own numbering rather than being placed on a service's next invoice, and is otherwise governed by section 10 the same as any other invoice.

Approved one-time charges and standalone invoices are non-refundable by default. An invoiced charge cannot be edited. Corrections are made through a replacement before finalization or, after finalization, through an identified credit note or refund.

9. Payment Readiness

Before go-live, Customer must accept the current Terms, provide a complete billing address and any tax identifiers, pass the payment provider's tax-location validation, and save a supported payment card. Customer authorizes GoodHelpAI and its payment provider to retain the payment method and charge it automatically for invoices under these Terms.

10. Invoices, Payments, and Taxes

Invoices are issued in Canadian dollars, either for a specific Voice or Chat service or, for work that is not associated with any service, as a standalone invoice. Prices are tax-exclusive. GoodHelpAI calculates applicable GST, HST, PST, QST, and other transaction taxes using Customer's billing information and GoodHelpAI's tax registrations, and states any tax charged on the invoice. Where GoodHelpAI is not registered for a tax, that tax is not charged and the invoice says so. GoodHelpAI's Portal is the system of record for invoice numbering, content, and issuance; the numbered invoice it issues is the customer-facing financial document and governs over any Portal estimate or other system's representation of the same amount.

An invoice tied to automatic, recurring, or go-live billing is charged automatically to the saved card at the moment it is issued. Because the charge and the invoice happen together, that invoice carries no separate payment term and is due on receipt. Customer is responsible for maintaining a valid payment method and completing any issuer authentication, and GoodHelpAI may retry a failed automatic charge.

A standalone or otherwise manually issued invoice is not charged automatically. It states its own payment terms on its face, which default to GoodHelpAI's standard terms unless the invoice states different terms, and is due by the stated due date. Extended payment terms change only when payment is due; they do not change the invoice date or the date on which applicable tax is calculated.

Payments are processed by a third-party payment processor; accounting records in other systems are mirrors only and do not replace or amend the invoice or the payment state GoodHelpAI records.

11. Failed Payment and Suspension

The Service normally remains live while GoodHelpAI retries collection. If an invoice remains unpaid for 14 days, GoodHelpAI may suspend the affected Voice service automatically by removing its Agent bindings from telephone numbers. GoodHelpAI does not delete the telephone numbers or Agents and will attempt a safe restoration after payment.

For an unpaid Chat service, GoodHelpAI may mark suspension as pending, notify Customer and administrators, and require manual handling. The public key may remain operational during that process. Provider conflicts or intervening configuration changes may delay automatic restoration and require manual review.

12. Credits, Refunds, and Billing Disputes

GoodHelpAI may issue a credit note or refund in its discretion or where required by law. A refund does not alter usage records or accepted pricing. Annual base and setup fees are non-refundable by default.

Customer must dispute an invoice in writing within 30 days after its issue date or it is deemed accepted. Undisputed amounts remain payable. A card-network dispute does not cancel Customer's payment obligation or prevent suspension.

13. Cancellation and Termination

A monthly cancellation takes effect at the end of the current Billing Month; the monthly base is not prorated or refunded and Overage through the effective date remains payable. Annual cancellation takes effect at renewal. GoodHelpAI may terminate immediately for material breach, prohibited use, non-payment, legal risk, or provider termination, and otherwise on 30 days' notice.

14. Customer Responsibilities and Acceptable Use

• Customer is responsible for scripts, prompts, knowledge bases, routing, recipients, disclosures, consent, and all AI Agent statements and Output.
• Customer must comply with telemarketing, automatic-dialing, anti-spam, privacy, recording-consent, consumer-protection, and sector-specific laws applicable to its use.
• Customer must not use the Service for emergencies, unlawful or deceptive conduct, harassment, impersonation, regulated advice presented as authoritative, or collection of payment-card, government-identifier, or health information.
• Customer must test each Agent before go-live and after configuration changes, maintain human fallback, secure credentials, and promptly report suspected compromise.

15. AI Output and Third-Party Services

AI Output is probabilistic and may be inaccurate, incomplete, inappropriate, or fabricated. GoodHelpAI does not warrant any response, transfer, appointment, lead, conversion, or result. The Service depends on model providers, Retell, telephony carriers, Stripe, Supabase, hosting, and other third parties whose outages, changes, or termination are outside GoodHelpAI's control.

16. Data, Privacy, and Confidentiality

Customer owns Customer Content and grants GoodHelpAI the rights needed to provide the Service. The Portal stores usage metadata, account and billing data, provider identifiers, invoices, and acceptance evidence, but does not intentionally store call recordings or transcripts. Data may be processed outside Canada. GoodHelpAI's Privacy Policy at https://goodhelpai.ca is incorporated by reference. Each party must protect the other's confidential information.

17. Intellectual Property

GoodHelpAI owns the Service, Portal, and its configuration work and improvements. Customer receives a limited, non-exclusive, non-transferable licence during the applicable service term. Customer grants GoodHelpAI a perpetual right to use feedback and aggregated, de-identified data.

18. Warranty Disclaimer and Limitation of Liability

To the maximum extent permitted by law, the Service is provided as is and as available without implied warranties of merchantability, merchantable quality, fitness, durability, title, or non-infringement.

GoodHelpAI is not liable for indirect, incidental, special, consequential, exemplary, or punitive damages; lost revenue, profit, business, goodwill, data, leads, or opportunities; AI Output; Customer's non-compliance; third-party failures; or unexpected Overage. Aggregate liability arising from an event is limited to fees Customer actually paid during the three months immediately preceding it. Nothing limits liability that cannot lawfully be limited or Customer's payment obligations.

19. Indemnity

Customer will indemnify and defend GoodHelpAI against claims arising from Customer Content, Configuration, AI Output, recipients or End Users, Customer's use, breach of these Terms, or violation of telemarketing, anti-spam, privacy, recording-consent, or other law.

20. General

These Terms are the entire agreement and supersede prior discussions about the Service. Amendments may require new Portal acceptance. If a term is unenforceable, the remainder survives. GoodHelpAI may assign these Terms in a corporate transaction; Customer may not assign without consent. Notices may be sent to the account email or info@goodhelpai.ca. The parties are independent contractors, there are no third-party beneficiaries, and the Service is for business use only. Alberta law and applicable federal Canadian law govern, and the parties attorn exclusively to the Court of King's Bench of Alberta. Les parties ont exigé que la présente convention soit rédigée en anglais.