Terms & Conditions

01 Who these terms are for

These terms govern the services Vystence (“we”, “us”, “our”) provides to a business client (“you”). They apply when you accept a quote, sign a statement of work, pay an invoice, or use anything we deliver.

You confirm that you are authorised to agree to these terms on behalf of your organisation. If you are agreeing as an individual, you confirm you are at least 18 years old and contracting for business purposes.

If we have signed a separate master services agreement or statement of work with you, that document takes priority where it conflicts with these terms. Nothing in these terms obliges either party to enter into future work.

02 Definitions

03 What we do

We design, build and run four service lines for operations teams:

• AI agents and chatbots grounded in your own documentation, tickets and product data.
• AI receptionists that answer calls, qualify callers and book appointments.
• Workflow automation across the tools you already use.
• Python automation for scheduled jobs, data pipelines and reporting.

Each engagement is fixed in scope and delivered against a written description. We do not sell hours or open-ended retainers. Where a project needs something outside the agreed scope, we quote it separately before doing the work.

04 Quotes, fees and payment

All Fees are in US dollars unless your quote states another currency. Fees exclude applicable taxes, which you are responsible for, other than taxes on our own income.

Setup fees

The setup fee is invoiced when you accept the quote and is payable before build work begins. It reserves delivery capacity and covers scoping, build, testing and a recorded handover.

Monthly fees

Monthly fees are billed in advance, starting on the go-live date. They cover hosting of the automation, monitoring, defect fixes and an agreed allowance of small business-driven changes. Typical ranges are published on our pricing page and confirmed in your quote.

Payment terms

• Invoices are due within 7 days of issue unless the quote says otherwise.
• We may pause work, support or hosting if an invoice is more than 14 days overdue, after giving you written notice.
• Bank charges and currency conversion costs are your responsibility.

Third-party costs

Usage charges from Third-Party Services, such as model tokens, telephony minutes, messaging credits or hosting, are either itemised at cost on your invoice or billed directly to accounts you own. We tell you before connecting anything that carries a usage cost.

05 Your responsibilities

Automation projects move at the speed of access and decisions. To keep the timeline honest, you agree to:

• Provide timely access to the systems, accounts and sample data the work requires.
• Nominate one decision-maker who can approve scope, designs and acceptance.
• Confirm you have the right to share any data, credentials or content you give us.
• Review and respond to approvals within 3 Business Days.
• Keep your own third-party accounts, billing and licences in good standing.
• Maintain backups of your own systems and data.

If access, data or approvals are delayed, timelines move by at least the length of the delay. We are not responsible for failures caused by systems or credentials you control.

06 Scoping and change requests

The SOW defines the scope. Anything not listed is out of scope, even if it seems related. That protects both sides from the two usual failure modes: surprise invoices and unbounded projects.

To change scope, we agree it in writing, state the impact on price and timeline, and proceed once you approve. Work caused by a change in your requirements is chargeable. Fixing a defect in what we built against the written scope is not.

07 Delivery, acceptance and go-live

Timelines in a quote are estimates based on the assumptions stated in it, and they start when we have both the deposit and the access we need.

• We build and test in a staging or test environment where the platform allows it.
• We hand over with a recorded walkthrough and written documentation of how the automation works.
• You have 5 Business Days after handover to test against the written acceptance criteria and raise issues in writing.
• If you raise nothing in that window, the Deliverable is accepted and the project moves to go-live.

Acceptance is about conforming to the agreed scope, not about guaranteeing a business outcome that depends on your data, your team or a third-party platform.

08 Ownership and intellectual property

Once the relevant invoice is paid in full, you own the Deliverables we built specifically for you, including the source code, workflow definitions and documentation.

We keep ownership of our pre-existing tools, templates, internal libraries and know-how, including anything we developed before the engagement or independently of it. Where those are embedded in your Deliverables, you receive a perpetual, non-exclusive, worldwide licence to use them as part of what we delivered.

Open-source components remain under their own licences, and Third-Party Services remain the property of their providers. Until an invoice is paid, we retain ownership of the Deliverables and you may use them only while your account is current.

References and portfolio

We may describe the type of work in general terms. We will not publish your name, logo, screenshots or specific metrics without your written permission.

09 Third-party platforms

Most automations depend on software we do not control. That includes platforms such as n8n, Make, Zapier, OpenAI, Anthropic, Google, telephony and messaging providers, CRMs and hosting.

• Your use of those platforms is governed by their terms and their pricing, not ours.
• They can change APIs, models, limits or prices, or retire features, sometimes at short notice.
• We are not responsible for their outages, policy decisions or price changes.
• When a dependency materially changes, we tell you and quote any rework needed to keep the automation running.

Where possible we build so that a single provider can be swapped without rebuilding everything. That redundancy is a design choice, not a guarantee.

10 AI-specific terms

AI systems are probabilistic. Given the same input they can produce different outputs, and no configuration makes them 100% accurate.

• We design guardrails, retrieval grounding, logging and escalation paths, but we do not warrant that AI output will always be accurate, complete or consistent.
• You are responsible for human review wherever output affects people, money, health, legal rights or safety.
• Our AI systems are not a substitute for licensed legal, medical, financial or tax advice, and must not be presented as one.
• Model behaviour can change when a provider updates a model. Monthly plans include routine re-tuning within the agreed allowance.
• You agree not to use our Deliverables to make automated decisions that are unlawful in your jurisdiction.

11 Data, privacy and confidentiality

You own your data. We process it only to deliver the Services, and only for as long as we need it.

How we handle data

• We do not sell your data, and we do not use it to train public or shared AI models.
• Data may pass through sub-processors such as model providers, hosting and telephony providers, strictly to run the automation you asked for.
• On termination we return or delete your data on request, except where we must keep records by law.
• We apply reasonable technical and organisational safeguards, keep access limited to the people doing the work, and store credentials in a secrets manager rather than in documents.

Confidentiality

Each party will keep the other’s non-public information confidential and use it only for the engagement. This does not apply to information that is public, already known to the receiving party, independently developed, or required to be disclosed by law.

If either party becomes aware of a breach affecting the other’s data, it will notify the other without undue delay and cooperate on containment and any required notifications.

12 Support and maintenance

While your monthly plan is active, we provide:

• Hosting and monitoring of the automations we run for you.
• Fixes for defects in what we built.
• An agreed allowance of small business-driven changes.
• Incident response and a written explanation after any outage we cause.

Response targets

• Critical — an automation is down and business is affected: first response within 1 Business Day.
• Standard — something is degraded but work continues: first response within 3 Business Days.

Excluded from the monthly fee: new features, rework caused by changes to your systems, third-party price increases, and support for automations that were modified outside our recommendations. We quote those before starting.

Monthly plans are month-to-month. You can cancel with 30 days’ written notice after go-live.

13 Warranties and disclaimers

We will perform the Services with reasonable skill and care, consistent with good industry practice.

We warrant that Deliverables will materially conform to the written scope for 30 days after go-live. If they do not, we will fix the defect at no charge. That is your exclusive remedy for non-conformance.

Beyond that, and to the extent permitted by law, the Services are provided “as is”. We do not warrant uninterrupted or error-free operation, fitness for a particular business purpose, or any specific financial outcome. Third-Party Services are outside our control and are not covered by our warranties.

14 Limitation of liability

To the extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, data, goodwill or anticipated savings.

Our total aggregate liability arising from or related to the Services is limited to the greater of (a) the Fees you paid us in the 3 months before the event giving rise to the claim, or (b) the setup fee for the affected Deliverable.

Nothing in these terms limits liability for fraud, wilful misconduct, death or personal injury, or any liability that cannot lawfully be limited.

15 Indemnities

You will indemnify us against third-party claims arising from data or content you supplied without the right to do so, or from your use of the Deliverables in breach of these terms or applicable law.

We will indemnify you against third-party claims that a Deliverable we built infringes intellectual property, provided you notify us promptly, give us control of the defence, and reasonably cooperate. This does not cover claims caused by your modifications, your combination of the Deliverable with third-party tools, or your continued use after we asked you to stop.

16 Term, suspension and termination

These terms start when you accept a quote or use the Services and continue until the engagement ends.

• Either party may terminate a monthly plan for convenience with 30 days’ written notice after go-live.
• Either party may terminate immediately for material breach that is not cured within 14 days of written notice.
• We may suspend access or hosting for invoices more than 14 days overdue, or where continued use creates a legal, security or platform-policy risk.

On termination you pay for work performed and third-party costs already incurred. We hand over Deliverables, credentials and documentation that are yours, and provide up to 14 days of transition support on request so nothing is left stranded.

17 Refunds and cancellation

• Setup fees are non-refundable once scoping or build has started, because they reserve delivery capacity.
• Monthly fees are billed in advance and are not refunded for the current billing period. Cancel before your next billing date to stop the following one.
• Third-party usage already incurred cannot be refunded.
• If we cancel for our own convenience, we refund unused prepaid Fees.

Nothing here removes any refund right you have under mandatory consumer law, where that law applies.

18 Acceptable use

You agree not to use the Deliverables to:

• Break the law, deceive people, or infringe anyone’s rights.
• Send spam or unsolicited bulk messages.
• Conduct unlawful surveillance or profiling.
• Circumvent the terms, limits or safeguards of a Third-Party Service.
• Resell or white-label our work as your own without written permission.

We may suspend Services if continued use would put you, us or a third party at legal or security risk. We will tell you why and restore access once the issue is resolved.

19 Changes to these terms

We may update these terms as our services change. The version that applies to your engagement is the one published when you accepted the quote, unless a signed SOW says otherwise. Material changes apply to new engagements and renewals, not retroactively to work already agreed.

The version and date at the top of this page always show what is currently in force.

20 Governing law and disputes

These terms are governed by the laws of Pakistan. The courts at Hyderabad, Sindh have exclusive jurisdiction, subject to any right you have to bring a claim in your own jurisdiction under mandatory law.

Before starting formal proceedings, both parties agree to attempt to resolve the dispute in good faith for 30 days, starting with a written notice that describes the issue and the outcome sought.

21 Contact us

Questions about these terms, an invoice, or a specific clause? Email us and we will answer in plain English.

We reply within one business day. You can also book a 30-minute call if it is easier to talk it through.

Need a signed copy, a data processing addendum (DPA) or a completed security questionnaire? Ask for it at info@vystence.com and we will send it within one business day.