Terms of Service

The parties will document services in one or more order forms or statements of work that reference the MSA (each an “Order Form”). Each Order Form incorporates the MSA and together they form a single agreement (the “Agreement”) for the services described in the Order Form (the “Services”).

Signing the MSA once is enough: adding modules, upgrading plans, or starting new projects requires only a new Order Form signed or approved in writing (including by email or e-signature) by both parties. If an Order Form conflicts with the MSA, the Order Form governs for those Services, but only where it expressly refers to the provision of the MSA it modifies.

We will provide the Services described in each Order Form with reasonable skill and care, consistent with good industry practice. We may improve our methods, tooling, and underlying technology over time, provided the Services continue to materially meet the Order Form’s description. We may use qualified subcontractors, and we remain responsible for their work.

You will:

Delays caused by missing access or approvals may extend timelines, and are not a breach by us.

Either party may propose changes to the Services. Changes, including added modules or expanded scope, take effect when documented in a new or amended Order Form agreed in writing (email is sufficient). We may make minor adjustments within existing scope without a change, provided the Services still materially meet the Order Form’s description.

The Services depend on third-party platforms and providers, such as telephony carriers, AI model providers, and hosting services. We choose these providers with reasonable care and may substitute reasonably equivalent providers. We are not responsible for third-party outages, changes, or discontinuations, but we will use commercially reasonable efforts to adapt the Services when they occur. Your use of certain platforms may also be subject to those providers’ terms.

Phone numbers provisioned or ported in for you remain yours; on termination of the related Services we will release or port them to you on request.

Each party will protect the other’s non-public business, technical, and financial information using at least reasonable care, will use it only to perform under the Agreement, and will disclose it only to those who need it and are bound by comparable obligations. This does not apply to information that is public through no fault of the recipient, already lawfully known, lawfully received from a third party, or independently developed. Disclosure required by law is permitted with prompt notice where legally allowed.

These obligations survive for 3 years after the Agreement ends, and for trade secrets, as long as they remain trade secrets. If the parties have signed a separate non-disclosure agreement, it continues to govern disclosures made before the effective date of the MSA; this section governs information exchanged under the Agreement, and where both could apply, the more protective provision prevails.

Each party will comply with privacy laws that apply to it, including PIPEDA and the BC Personal Information Protection Act. We process personal information (which may include call recordings, transcripts, and contact details of your customers) only to provide the Services, and we protect it with reasonable technical and organizational safeguards. You are responsible for the notices and consents your business must give its own customers, including disclosure of call recording and of automated or AI-assisted interactions where required.

On termination of an Order Form and your written request, we will return or delete the personal information we hold for those Services within 30 days, except copies in routine backups or that we must keep by law. Call recordings, transcripts, and contact data captured for you through the Services are your data, and we will provide a reasonable export on request within 30 days of termination.

We will notify you without undue delay after becoming aware of a breach of security safeguards affecting personal information we process for you, and will reasonably cooperate with your response. Personal information may be stored or processed outside Canada by us or our third-party providers. Where you instruct us, we will include a call-recording or AI-assistant disclosure in the AI Receptionist greeting; you remain responsible for confirming it meets your legal requirements.

We may identify you by name and logo as a client in our portfolio, proposals, and website unless you opt out on an Order Form or by written notice at any time. Case studies describing your results require your prior written approval.

We warrant that the Services will be performed in a professional manner. Your exclusive remedy for breach of this warranty is that we re-perform the affected Services at no charge, where you notify us within 30 days of the date the affected Services were performed.

You acknowledge that AI systems are probabilistic: outputs (including automated conversations, transcriptions, and generated content) may occasionally be inaccurate or incomplete despite proper configuration, and are not legal, financial, or other professional advice. You are responsible for human review of outputs you rely on for significant decisions.

Except as stated in this section, the Services are provided without other warranties, express or implied, including fitness for a particular purpose, and we do not warrant uninterrupted or error-free operation or specific business results. The Services are not a substitute for emergency services (911), and you are responsible for directing emergency callers appropriately.

Free Services (such as the AI Audit) are provided “as is”; this section and section 13(a) do not apply to them, and our total liability for free Services is capped at $100.

Either party may terminate the Agreement or an affected Order Form if the other materially breaches and does not cure within 30 days of written notice, or becomes insolvent or subject to bankruptcy proceedings. We may terminate an affected Order Form or the Agreement if undisputed amounts are more than 30 days overdue and remain unpaid 10 days after we give written notice of non-payment. Either party may terminate the MSA on 30 days’ written notice if no Order Forms are active.

On termination:

Sections 4 (for amounts accrued), 8 to 13 and 15 survive termination.

The parties are independent contractors. Neither party may assign the Agreement without the other’s written consent, except to a successor in a merger or sale of substantially all its business. Neither party is liable for delay or failure caused by events beyond its reasonable control, except payment obligations.

Notices must be in writing and may be sent by email to the addresses on the most recent Order Form or, if none, in the signature block. For MannVenture that address is [email protected]. A notice takes effect on the business day it is received.

The Agreement is the entire agreement about its subject matter and supersedes prior discussions; it may be amended only in writing agreed by both parties. If a provision is unenforceable, the rest remains in effect, and a waiver of one breach is not a waiver of others.

The Agreement is governed by the laws of British Columbia and the federal laws of Canada applicable in it, and the parties attorn to the courts of British Columbia. Before starting any court proceeding (other than for injunctive relief or collections), the parties will attempt in good faith to resolve disputes through discussion between senior representatives for 30 days. The MSA may be signed in counterparts, and electronic signatures are valid and binding.

1564435 B.C. Ltd. dba MannVenture
21871 100 Avenue, Langley, BC V1M 3V1

Notices under these terms: [email protected]
Anything else: [email protected] or 236-500-MANN
Or use the contact form.