Terms of Service

In short

This summary helps you read the terms. It does not replace them.

• The service is for businesses, not consumers.
• You are responsible for every call you route through the service or ask it to place: consent to recording and analysis, announcements, the right to call a number, the caller ID you present, and what you do with a verdict.
• A verdict is an automated opinion. It can be wrong, and it is not legal advice or a guarantee.
• Do not route emergency calls through the service.
• You control your call content. We process it on your behalf, and we may also use it internally to check and improve analysis quality. We never sell it.
• Billing is prepaid. Unused balance is not refundable, except to correct our own billing errors.
• Our liability is limited to US$100, and you cover us for claims that come from your calls and your use of the service.
• Ontario law applies, and disputes go to the courts of Ontario.

1. Who these terms are between

1.1 "We", "us" and "TelecomsXChange" mean TelecomsXChange Canada Inc. "You" and "Customer" mean the business that opens the account, including its affiliates and every person who uses the account.

1.2 If you accept these terms for a company or another organization, you confirm that you have the authority to bind it.

1.3 If you have a signed agreement with us, it takes precedence over these terms where the two differ.

2. Definitions

• Service: TCXC Open Voice Shield, including the SIP ingress and media relay, the portal, the API, the MCP server and connectors, test and verification calls, caller ID checks, hosted numbers, the voice agent gateway and the documentation.
• Call: any call that you route through the Service. It also includes any call that the Service places at your request or on your configuration: a test call, a verification call, a caller ID check, a dialer call, a call to or from a voice agent, or a call to a hosted number.
• Call Party: any person or system on a Call, other than you.
• Customer Content: the audio, recordings, media captures, transcripts, signalling and call records of Calls, together with anything derived from them, including Output.
• Output: the verdicts, scores, red flags, categories, summaries, quality estimates, route integrity results, caller ID results and alerts that the Service produces.
• Account Data: information about you and your users, such as names, email addresses, sign-in history, IP addresses and billing details, as described in the privacy policy.

3. Business use and your account

3.1 Business only. The Service is offered only to businesses and other organizations, for use in their trade, business or profession. By accepting these terms you confirm that you are not acting as a consumer, and that you are at least 18 years old.

3.2 Accurate information. Keep your account details accurate. We may ask you to verify your identity, your business or your right to use a number or an IP address. We may refuse, limit or close an account that we cannot verify.

3.3 Security. You are responsible for everything that happens under your account: the passwords, API keys and passkeys, the IP addresses you whitelist, the destinations you configure, and the users, sub-customers, AI assistants and agents you connect or invite. Traffic is authenticated by source IP address, so any call sent from an address on your allow-list is treated as yours. That includes fraudulent traffic, and you pay for it. Tell us at once if you suspect unauthorized use.

3.4 Your customers. You may use the Service to serve your own customers, for example through sub-customer prefixes. You remain responsible for them, and for their calls, as if they were your own.

4. What the Service does, and what a verdict is

4.1 The Service. The Service carries your Calls to the destinations you configure. It records, transcribes and analyzes them, unless you set a destination to record only or relay only, and it returns Output. Analysis uses automated systems, including third-party speech-to-text and AI models.

4.2 Output is an opinion. Output is an automated, probabilistic assessment. It can be wrong: a fraudulent call can come back allowed, and a lawful call can come back blocked. Output is not legal, regulatory or compliance advice. It is not a certification, and it does not guarantee that any call is or is not fraudulent, lawful or of good quality. We make no claim about how often Output is right.

4.3 Your decisions. You decide whether and how to act on Output. That includes blocking, diverting or disconnecting a call, reporting a number, or taking any step that affects a Call Party. Where an action can harm a person, you are responsible for having a person review it first.

4.4 Changes. We may change, add or remove features, AI models and providers. We may also discontinue a feature, and will give reasonable notice where we can before removing one you rely on. Features labelled preview, beta or on request are provided as they are.

5. Your responsibilities for calls, recording and consent

5.1 Lawful calls. You are solely responsible for making sure that every Call, and its recording, transcription, analysis, storage and disclosure through the Service, is lawful wherever each party to the Call is located.

5.2 Consent and lawful basis. Before you route a Call through the Service, or ask it to place one, you must:

• have a lawful basis to intercept, record, transcribe, analyze and store the Call, and to disclose its content to us and to the subprocessors named in the privacy policy. Laws that can apply include Part VI of the Criminal Code of Canada (including section 184), the Personal Information Protection and Electronic Documents Act, provincial privacy laws including Quebec's Act respecting the protection of personal information in the private sector, the Telecommunications Act and the rules of the CRTC, United States federal and state wiretap and eavesdropping laws (including states that require every party's consent), and the laws of any other country a Call reaches;
• obtain every consent, and give every notice or recorded announcement, that those laws require, from every party they require it from, in the form and at the time they require;
• where you carry Calls for others, as a carrier, reseller or other intermediary, rather than taking part in them yourself, make sure that your agreements with your customers and the Call Parties, or a legal exception that applies to you, allow the recording and analysis. Recording calls between third parties is not lawful merely because you carry them; and
• not route any Call that you are not allowed to record and analyze.

5.3 What you acknowledge. You acknowledge that the Service records Calls by default; that Customer Content is sent to the subprocessors named in the privacy policy, some of them in the United States; and that you, not we, decide whose Calls are carried and why.

5.4 Calls the Service places for you. Test calls, verification calls, caller ID checks, dialer calls and voice agent calls are placed on your instruction, and you are the caller for every legal purpose. You must only call numbers you are entitled to call, and you must have any consent the law requires. That includes prior express consent under the United States Telephone Consumer Protection Act for artificial or prerecorded voice calls, the CRTC Unsolicited Telecommunications Rules (including the rules on automatic dialing-announcing devices and the National Do Not Call List), and the Canadian anti-spam law where it applies. Do not use the Service for telemarketing, solicitation or unsolicited calls.

5.5 Caller ID. Present only caller IDs that you are authorized to use. Do not spoof a number, and comply with caller ID and call authentication rules, including the CRTC's caller ID and STIR/SHAKEN requirements and the United States Truth in Caller ID Act.

5.6 Blocking, diverting and refusing calls. Number controls, diversion to a voice agent, disconnecting a live call, and refusing calls with sampling act on your configuration and your instructions. You are responsible for any regulatory approval they need, including any approval a Canadian carrier needs under section 36 of the Telecommunications Act to block or divert calls. You are also responsible for telling your customers about them, and for the consequences of blocking, diverting, refusing or cutting off any call, including a lawful one.

5.7 Automated decisions. If you use Output to make a decision about a person, you are responsible for any duty to tell them, explain the decision or let them ask for a review. Examples include Quebec's rule on decisions based exclusively on automated processing and Article 22 of the GDPR.

5.8 AI voice agents. Calls you send to a voice agent run under your own account with the agent provider and on its terms. Where the law requires it, you must tell callers they are speaking with an automated or AI system.

5.9 Sensitive information. Calls can contain sensitive information, such as payment card numbers, health information, account credentials and information about children. The Service does not redact recordings or transcripts. It is not built to store payment card data under the PCI DSS, and it is not a health information system. You are responsible for any obligations that come from routing such Calls, and for deciding not to route them where those obligations cannot be met.

5.10 Emergency calls. The Service is not designed for emergency calls, and is not a substitute for emergency service access. Exclude 9-1-1, 112, 999 and other emergency numbers from every route you point at the Service. A call through the Service can be refused, cut off or delayed: when your balance runs out, during an outage or maintenance, by a blocking rule, or by sampling. We are not liable for any emergency call that you route through the Service.

5.11 Requests from Call Parties. If a Call Party contacts us about a Call, we will refer them to you. You are responsible for answering them and meeting their privacy rights, and we will act on your documented instructions.

6. Acceptable use

You must not use the Service, or let anyone else use it, to:

• break any law, or help anyone else break one;
• commit or help with fraud, scam calls, robocalls, impersonation, harassment or threats;
• generate artificially inflated traffic, traffic pumping, international revenue share fraud, or calls made only to earn hosted number credits;
• carry traffic that you have no right to carry, or reach systems or accounts that are not yours;
• probe, scan, overload, disrupt, or work around the limits or security of, the Service;
• copy, reverse engineer or resell the Service, except as these terms allow or as we agree in writing; or
• be used by, or for the benefit of, a person or country under sanctions imposed by Canada, the United States or the United Nations.

7. Your content and how we use it

7.1 Ownership. As between us, you own your Customer Content.

7.2 Permission you give us. You give us a worldwide, non-exclusive, royalty-free permission to host, copy, transmit, process, analyze and display Customer Content. We use this permission to provide, maintain, secure and support the Service for you. We may also use Customer Content internally, under the same confidentiality and security controls, to check and improve the quality of the Service's analysis.

7.3 What we do not do. We do not sell Customer Content. We do not share it with anyone for their own purposes, and we do not use it to train models that third parties offer. We never put one customer's content into Output delivered to another customer.

7.4 Usage statistics. We may compile statistics about how the Service is used and how it performs, such as call counts, durations, verdict rates and latencies. These statistics do not identify you or any Call Party, and we may use them for any purpose.

7.5 Your promises. You promise that you have every right, consent and authority needed for us to process Customer Content as these terms describe, and that doing so will not break any law or infringe anyone's rights.

7.6 Disclosure required by law. We may disclose Customer Content or Account Data when the law, a court order or a regulator requires it, or where it is needed to protect a person's safety. Where the law allows, we will tell you first.

7.7 Feedback. If you send us suggestions, we may use them without any obligation to you.

8. Data processing terms

8.1 Roles. For Customer Content, you are the organization that controls the personal information and is accountable for it, and we process it on your behalf as your service provider. For Account Data, we are the controller, as the privacy policy describes.

8.2 Your instructions. We process Customer Content only to provide the Service, as section 7 allows, and on your documented instructions. Those instructions are these terms, your account configuration, and any further instructions you give us in writing that we accept. We also process it where the law requires us to.

8.3 Confidentiality and security. Only people who need Customer Content to run, support or improve the Service can reach it, and they are bound by confidentiality. We protect it with safeguards suited to its sensitivity, as the security documentation describes.

8.4 Subprocessors. You authorize the subprocessors listed in the privacy policy. We bind each of them to protect the data, and we remain responsible for them. We will update that list before we add a new subprocessor that receives Customer Content. If you object to a change, your remedy is to stop using the affected feature or to close your account.

8.5 Where data is processed. Customer Content is processed and stored in Canada, in the United States, and in any other region you choose. Some subprocessors are in the United States. Data there is subject to the laws of that country, and its courts, law enforcement and national security authorities may be able to access it. You are responsible for telling Call Parties about this where the law requires.

8.6 Security incidents. If we confirm a breach of our security safeguards involving your Customer Content, we will tell you without undue delay, tell you what we know, and cooperate with your response. You are responsible for any notice that the law requires you to give to regulators or Call Parties.

8.7 Assistance. We will give you reasonable help to answer requests from Call Parties and regulators about Customer Content. We may charge for help that takes significant effort.

8.8 Retention and deletion. Customer Content is kept and deleted as the privacy policy describes. Some artefacts expire on their own retention windows, and others are erased when you ask. Copies in backups expire on the backup cycle. Export anything you need to keep before you ask for erasure or close your account.

8.9 Information. On reasonable request, we will give you the information you need to show that this section is being met. The self-serve plans do not include on-site audits.

8.10 Europe and the United Kingdom. If the GDPR or UK GDPR applies to your Customer Content, contact us before you route those Calls, so that we can agree the additional terms those laws require. Until then, do not route them.

9. Fees, prepaid balance and taxes

9.1 Prepaid. The Service is prepaid. Usage, analysis fees, caller ID checks and plan fees draw down a balance that you top up in advance. When the balance reaches zero, the Service stops carrying calls and cuts off calls in progress. Keeping enough balance is your job. Low balance alerts are a convenience, not a guarantee.

9.2 Prices. Prices are listed on the pricing page and in the portal. We may change them by giving you at least 30 days' notice by email or in the portal. Usage after the change takes effect is billed at the new prices.

9.3 No refunds. Prepaid balance and fees are non-refundable and have no cash value. There are two exceptions: we correct our own billing errors, by credit to your balance or by refund at our choice; and we refund where the law requires it. Closing your account does not entitle you to a refund of unused balance.

9.4 Promotional credit. Welcome credit and other promotional credit have no cash value and cannot be transferred. We may change, expire or withdraw them at any time.

9.5 Hosted number credits. Credits that a hosted number earns are added to your balance under the published rules. They have no cash value. We may change the rate for future checks, and we may reverse credits that come from artificial, fraudulent or self-generated checks.

9.6 Disputes. Tell us about a disputed charge within 30 days of the charge or the invoice that shows it. After that, the charge is final.

9.7 Taxes. Prices do not include taxes. You pay any applicable taxes, including GST, HST, QST, sales, use, value-added and withholding taxes, other than taxes on our income.

9.8 Reversed payments. If a payment is charged back or reversed, we may suspend the account and recover the amount, together with any fees charged to us.

10. Suspension and ending the agreement

10.1 You. You can stop using the Service at any time and ask us to close your account.

10.2 Suspension. We may suspend or restrict the Service, or any part of it, immediately and, where necessary, without notice, if:

• you break these terms;
• we reasonably suspect fraud, unlawful use or a security risk;
• a Call Party, carrier, regulator or court raises a complaint or makes a demand;
• the law requires it; or
• an amount you owe is unpaid.

We will tell you why when we reasonably can.

10.3 Ending the agreement. We may end these terms for any reason with 30 days' notice. If we do that while you are not in breach, we will refund your unused paid balance. We may end them immediately if any of the grounds in 10.2 apply.

10.4 What happens next. When the agreement ends, your access ends and Customer Content is handled under section 8.8. Sections 5, 7, 8, 9 and 11 to 17, and any other term that by its nature should continue, survive.

11. Third-party services

The Service connects to services that you choose and that we do not control, such as voice agent providers, Slack, your webhooks, payment providers and AI assistants connected through the MCP server. Your use of them is governed by their terms. Data you send to them through the Service is sent on your instruction, and we are not responsible for what they do with it, or for their availability.

12. Disclaimers

To the extent the law allows, the Service and Output are provided "as is" and "as available". We give no warranties or conditions of any kind, whether express, implied or statutory. That includes any warranty or condition of merchantable quality, fitness for a particular purpose, accuracy, non-infringement, or uninterrupted or error-free operation.

We do not warrant that the Service will detect fraud, deliver or connect any call, keep any level of call quality, or reflect how every route behaves. We also do not warrant that your use of the Service complies with any law.

The self-serve plans carry no service level commitment. The Service depends on the internet, carriers, cloud providers and AI providers that we do not control.

13. Limits on our liability

13.1 Excluded losses. We are not liable for any indirect, incidental, special, consequential, exemplary or punitive damages. We are also not liable for any loss of profit, revenue, business, goodwill, data or opportunity. And we are not liable for any loss arising from:

• a fraudulent call that the Service did not flag;
• a call that it flagged, blocked, diverted, refused, cut off or failed to carry;
• toll fraud on your account; or
• any act or omission of a Call Party or a third-party service.

13.2 Cap. Our total liability for all claims arising out of or relating to these terms or the Service will not exceed US$100, in total. If a court finds that cap unenforceable, our total liability is instead limited to the fees you paid for the Service in the 12 months before the event that gave rise to the claim.

13.3 Scope. Sections 13.1 and 13.2 apply to every kind of claim, whether in contract, tort (including negligence), under statute or otherwise, and even if we were told the loss was possible. They also apply if a remedy fails of its essential purpose.

13.4 What is not limited. Nothing in these terms limits liability that cannot be limited by law.

14. Your indemnity

You will defend TelecomsXChange Canada Inc., its affiliates, and their directors, officers, employees and agents. You will also indemnify them and hold them harmless against any claim, demand, investigation, proceeding, fine, penalty, damage, loss, cost or expense, including reasonable legal fees, arising out of or relating to:

• your Calls, your Customer Content or your use of the Service;
• any missing consent, notice, announcement or lawful basis for recording, intercepting, analyzing or disclosing a Call;
• any call the Service placed at your request or on your configuration;
• any decision to block, divert, refuse, report or cut off a call, and any other use you make of Output;
• your breach of these terms or of any law;
• your customers, sub-customers, users, agents and AI assistants; or
• any claim by a Call Party, a carrier or a regulator.

We will tell you about the claim. You may control its defence, but you may not settle it in a way that admits fault for us or puts an obligation on us without our written consent. We may take part at our own cost, with counsel of our choice.

15. Changes to these terms

We may update these terms. We will post the new version on this page with its date, and give at least 30 days' notice of a material change by email or in the portal. The exceptions are changes that the law requires, and changes for new features, which can take effect sooner. We may ask you to accept the new version in the portal.

Using the Service after the change takes effect means you accept it. If you do not accept a change, stop using the Service and close your account before it takes effect.

16. Governing law and disputes

16.1 Law. These terms are governed by the laws of the Province of Ontario and the federal laws of Canada that apply there. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

16.2 Courts. The courts of Ontario have exclusive jurisdiction over any dispute arising out of or relating to these terms or the Service, and both of us submit to their jurisdiction. We may also seek urgent or injunctive relief in any court.

16.3 Time limit. To the extent the law allows, including as section 22 of the Limitations Act, 2002 (Ontario) permits for business agreements, any claim against us must be started within one year after the day it was discovered.

17. General

17.1 Entire agreement. These terms, the privacy policy, the prices in effect and any signed agreement are the whole agreement between us about the Service.

17.2 Assignment. You may not transfer these terms without our written consent. We may transfer them to an affiliate, or to a successor to our business.

17.3 Events beyond control. Neither of us is liable for a delay or failure caused by events beyond its reasonable control. Examples include failures of carriers, networks, cloud or AI providers, power, attacks, labour disputes, acts of government and natural events. This does not excuse a payment you owe.

17.4 Notices. We send notices to the email address on your account or in the portal. Send notices to us at support@telecomsxchange.com and by mail to the address below.

17.5 Interpretation. If any part of these terms is found unenforceable, it is limited to the minimum extent needed, and the rest stays in effect. If either of us does not enforce a term, that is not a waiver of it. We are independent contractors, and nothing here creates a partnership, agency or employment relationship.

17.6 Export and sanctions. You will comply with Canadian, United States and other export control and sanctions laws that apply to your use of the Service.

17.7 Language. The parties have expressly required that these terms and all related documents be drawn up in English. If you are located in Quebec, write to us for a French version.

18. Contact

TelecomsXChange Canada Inc., 4145 North Service Road, 2nd Floor, Burlington, Ontario L7L 6A3, Canada. support@telecomsxchange.com.