These Terms of Service (the “Terms”) govern the provision of the Services by Kesio AI Automation LLC, a Georgia limited liability company (“Kesio”, “we”, “us”), to the business identified in an Order (“Client”, “you”). By signing an Order, or by using the Services, you agree to these Terms. If you are agreeing on behalf of a business, you represent that you are authorised to bind it.
These Terms, together with each Order and the Privacy Policy, are the entire agreement. These public Terms, together with a signed Order, are treated as sufficient on their own rather than a separately negotiated Client Services Agreement per engagement — the overhead of a bespoke agreement for every client isn’t justified at Kesio’s current deal size (~$1,750/month), though this is revisited if Kesio begins selling materially larger, more customised engagements (provisional, pending attorney review).
“Order” — the written or electronic order form, proposal or statement of work that identifies the modules purchased, the fees and the start date.
“Services” — the modules listed in the Order, together with the setup, configuration, operation and support Kesio performs.
“Client Data” — all data you supply or that the Services collect on your behalf, including configuration, uploaded records, call recordings and transcripts, messages, and information about the people who contact you.
“End User” — a person who telephones, texts or is contacted by you through the Services.
“Output” — text, summaries, analysis, drafts and other material the Services generate.
Kesio operates a front office on your behalf. Depending on the Order, that may include:
answering telephone calls around the clock, screening and qualifying callers against intake rules you approve, and booking appointments into your calendar;
sending and receiving text messages, including a reply to a missed call, appointment reminders, follow-ups and review requests;
producing financial analysis from exports of records you already keep, and presenting it in a dashboard;
drafting social media content and review requests for you to approve before anything is published.
Kesio is a service, not software you license. We build the configuration, we operate it, and we change it at your request. Access to the dashboard is provided so you can see and control the work; it is not the thing you are buying.
This section is a material part of the bargain.
No professional advice. Kesio is not a law firm, an accounting firm, a financial adviser, a broker, an insurer or a tax adviser, and provides none of those services. Nothing the Services say to an End User, and nothing in any Output, is legal, accounting, tax, financial or investment advice.
No attorney–client relationship. The Services do not create an attorney–client relationship between Kesio and anyone, or between you and a caller. The voice agent identifies itself as an AI on every call and declines to give advice.
Not a system of record. The financial module reads copies of records you keep elsewhere and reports on them. It is not your books, not a general ledger, and not a substitute for a bookkeeper, an accountant or an audit. Where the module performs checks on a trust or escrow ledger, those checks are a second opinion for your review and are not a reconciliation of record for any regulatory purpose.
Not an answering service of record for emergencies. The Services must not be used as the sole means of receiving emergency, urgent-care or crisis communications. Each Client’s intake configuration must direct a caller describing an active emergency to call 911 or local emergency services; Kesio’s default scripts for its current verticals already do this, and the adequacy of the default script is reviewed for each new vertical before it ships (provisional, pending attorney review).
Fees are set out in the Order. Unless the Order says otherwise, setup fees are invoiced on signature and recurring fees monthly in advance.
Payment terms are net 15 days from invoice date.
Fees exclude taxes. You are responsible for sales, use and similar taxes, other than taxes on Kesio’s income.
Late payment accrues interest at 1.5% per month or the maximum permitted by Georgia law, whichever is less, and Kesio may suspend the Services on 10 days’ written notice of nonpayment. (This rate is standard in Georgia commercial contracts; counsel should confirm its enforceability in this specific structure before it is relied on in a dispute — provisional, pending attorney review.)
Pass-through charges — telephone numbers, per-minute and per-message carrier charges, and similar third-party costs — are included in the recurring fee as stated in the Order, up to a fair-use ceiling of 1,500 AI voice minutes and 1,500 SMS segments per month. Usage beyond the ceiling is billed at $0.35 per minute and $0.05 per segment.
The initial term is stated in the Order and renews monthly unless either party gives notice.
Either party may terminate for convenience on 30 days’ written notice.
Either party may terminate immediately for a material breach the other has not cured within 15 days of written notice, or on the other’s insolvency.
On termination: the Services stop; you pay for the Services performed up to the termination date; each party returns or destroys the other’s confidential information; and Kesio deletes or returns Client Data in accordance with the Privacy Policy. A telephone number Kesio provisioned for you is ported to a carrier you nominate, at your cost — Kesio will not simply release a number without your written instruction, though porting is a duty to cooperate rather than a guaranteed outcome, since a gaining carrier can decline a port for its own reasons. A number you ported in to Kesio was always yours, and Kesio ports it back to you the same way.
You are responsible for the following, and Kesio relies on you for them:
Consents. Obtaining and maintaining every consent, and giving every notice, required for calls to be recorded and for text messages to be sent to each recipient, in every jurisdiction where a recipient may be located.
Accuracy. The accuracy and completeness of everything you supply — intake questions, greeting and disclosure wording, calendar availability, and every file you upload. Analysis is only as good as the export it is drawn from.
Review. Reviewing and approving Output before it is published, sent or relied on. Kesio drafts; you decide.
Your own regulation. Complying with the rules of any profession or regulator that governs you — including, for a law firm, the rules of professional conduct of every bar to which its lawyers are admitted, and any duty to supervise non-lawyer assistance, to screen for conflicts, and to protect the information of prospective clients.
Credentials. Keeping account credentials secure, and telling us promptly if you believe an account has been compromised.
Numbers are provisioned in your name or on your behalf and registered to your brand for A2P messaging. You will supply the information the carriers require and will not misrepresent it.
You will not use the Services for messaging campaigns to recipients who have not consented, for content prohibited by carrier rules, or in a manner that violates the Telephone Consumer Protection Act or any state analogue.
Opt-out requests are honoured automatically and cannot be overridden by a later upload. You will not attempt to circumvent them.
Kesio may suspend messaging immediately, without notice, if a carrier or regulator requires it or if we reasonably believe a campaign is unlawful.
You own Client Data. Nothing in these Terms transfers it. You grant Kesio a non-exclusive licence to host, process and display it solely to provide the Services and to support and secure them.
You own approved Output. As between the parties, Output you approve is yours. Output is generated with the assistance of AI models, may be similar to material generated for others, and may not be protectable by copyright. We make no representation that Output is original or non-infringing.
Kesio owns the platform. The software, configurations, prompts, templates, models of our own, know-how and everything else we use to deliver the Services remain ours, including any improvement we make while serving you.
Aggregated statistics. We may use de-identified, aggregated information about how the Services perform to operate and improve them, provided it cannot reasonably identify you, an End User or any individual. A Client may negotiate to strike this clause; Kesio’s default is to keep it.
Each party will protect the other’s confidential information with at least reasonable care, use it only for this engagement, and disclose it only to personnel and subprocessors who need it and are bound to equivalent obligations. The obligation does not apply to information that is public through no fault of the receiver, was already known, is independently developed, or must be disclosed by law — and in that last case the receiver will give notice where it lawfully may. Client Data is your confidential information whether or not it is marked.
Our handling of personal information is described in the Privacy Policy, which is incorporated into these Terms. Kesio acts as your service provider in respect of End User Data and Client Data and will process it only on your documented instructions. A standard Data Processing Addendum is offered as an exhibit to the Order, incorporated by reference and executed automatically on signing for a standard deal (provisional, pending attorney review). Until Kesio obtains its voice vendor’s written confirmation that its data-storage setting stops the vendor from training on call content (see Privacy Policy §6), Kesio does not warrant that no vendor trains on Client Data, and you remain responsible for assessing whether the Services are appropriate for a matter you consider highly sensitive in the interim.
We will use commercially reasonable efforts to keep the Services available and to respond to support requests promptly. No uptime commitment or service credit is offered at this stage — a deliberate position rather than an oversight, revisited once Kesio’s own track record supports one.
We may modify the Services, and may change or replace a subprocessor, provided the Services continue to perform materially as described in the Order.
THE SERVICES AND ALL OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, KESIO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. KESIO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT EVERY CALL WILL BE ANSWERED OR EVERY MESSAGE DELIVERED, OR THAT ANY OUTPUT IS ACCURATE, COMPLETE OR SUITABLE FOR ANY PURPOSE.
NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY.
EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT IS LIMITED TO THE FEES PAID OR PAYABLE BY CLIENT TO KESIO IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
These limits do not apply to: a party’s indemnity obligations; a breach of confidentiality; Client’s obligation to pay fees; or liability that cannot be limited by law. A Kesio breach of its own data-security obligations (Privacy Policy §9) is carved out of the cap above and is instead capped at the greater of $50,000 or three times the fees paid in the preceding twelve months (provisional, pending attorney review).
You indemnify Kesio against claims arising from Client Data, from your failure to obtain a required consent or give a required notice, from your use of the Services in breach of law or of these Terms, and from Output you approved and published.
Kesio indemnifies you against third-party claims that the Services as provided by us infringe a United States patent, copyright or trade secret, excluding any claim arising from Client Data, from Output, or from your combination of the Services with anything we did not supply.
The indemnified party must give prompt notice, allow the indemnifying party to control the defence, and cooperate reasonably.
These Terms are governed by the laws of the State of Georgia, without regard to its conflict-of-laws rules. Disputes are subject to the exclusive jurisdiction of the state and federal courts located in Gwinnett County, Georgia, rather than arbitration — at Kesio’s current deal size, arbitration’s own filing and administration costs are disproportionate to what’s typically in dispute (provisional, pending attorney review). A jury waiver and a class-action waiver apply along with this choice of forum; counsel should confirm their enforceability in Georgia for a B2B commercial contract like this one before either party relies on them in a dispute.
Before filing, the parties will attempt in good faith to resolve any dispute by discussion between people with authority to settle, for 30 days.
Force majeure. Neither party is liable for a failure caused by an event beyond its reasonable control, including the failure of a carrier, cloud provider or AI vendor — provided that the affected party works to restore performance and tells the other promptly.
Assignment. Neither party may assign without the other’s consent, except to a successor in a merger or sale of substantially all assets.
Notices. To Kesio at [email protected] and to Client at the address in the Order. Email notice is effective on delivery.
No third-party beneficiaries. An End User acquires no rights under these Terms.
Severability and waiver. If a provision is unenforceable it is modified to the least extent necessary, and the rest stands. A waiver must be in writing.
Publicity. Neither party will use the other’s name or marks publicly without prior written consent. Kesio may ask a Client, as a separate opt-in on the Order, for permission to use its name and a brief description of the engagement as a case study or reference; the default is no, and nothing here authorises that use without the Client’s separate, affirmative agreement.
Amendments. We may update these Terms on 30 days’ notice; material changes take effect at the start of your next renewal term, and if you object you may terminate without penalty before they apply.
Legal notices: [email protected]
Privacy: [email protected]
Post: Kesio AI Automation LLC, 1227 Upper Shoal Way, Lawrenceville, Georgia 30045