Terms of Service

1. Acceptance of Terms

By accessing or using digicatalyst.ca and the services provided by Kaustubh Ghodke o/a DigiCatalyst Systems ("I," "me," or "the practice"), you agree to these Terms of Service ("Terms"). If you do not agree, please do not use the site or services.

2. Geographic Restrictions and Eligibility

The site and services are intended for individuals and businesses located in Canada (excluding the province of Quebec) and the United States. I make no representation that the site or services are appropriate, legal, or available for use elsewhere — including the European Union, the United Kingdom, or the province of Quebec. If you access the site from outside the permitted areas, you do so at your own initiative and are solely responsible for compliance with local laws. I reserve the right to refuse service or terminate accounts for users outside the permitted jurisdictions.

3. Description of Services

The practice provides three productized services as of the last-updated date:

• Website Design ($1,999 one-time + $89/mo maintenance): a fixed-price 5-page website build delivered in two weeks, with custom scopes available.
• Missed-Call SMS Recovery ($449/mo + $749 setup): a managed missed-call text-back system using Twilio, Cal.com, and a tuned question script. Monthly or yearly subscription with a one-time setup fee.
• AI Voice Receptionist ($1,499/mo + $2,499 setup): a managed AI receptionist that answers, qualifies, and books appointments using Anthropic Claude, Twilio Voice, and Deepgram speech-to-text. Monthly subscription with a one-time setup fee.

Each engagement is governed either by a signed Master Services Agreement (MSA) and per-product Statement of Work (SOW), or by the productized package terms posted on the relevant service page (digicatalyst.ca/services/<slug>) at the time of purchase. Each SOW or productized package defines deliverables, timelines, pricing, acceptance criteria, and refund terms specific to that engagement.

4. User Responsibilities and Acceptable Use

When using the site or interacting with me, you agree not to:

• Use the services for unlawful, fraudulent, or malicious purposes.
• Attempt to reverse-engineer, decompile, or hack the site, the productized scripts, or the underlying infrastructure.
• Submit false or misleading information through any form, email, or booking flow.
• Use the email or booking interfaces to transmit spam, malware, or abusive content.

5. Artificial Intelligence and Third-Party Dependencies

The services use AI assistants (Claude), workflow automation (n8n), SMS infrastructure (Twilio), booking infrastructure (Cal.com), and other third-party APIs. By using the services, you acknowledge:

• Probabilistic AI output: AI systems generate responses based on training and inputs, not deterministic rules. Responses are tuned and tested for the productized scripts but cannot be guaranteed 100% accurate at all times.
• Third-party uptime: the services depend on third-party infrastructure I do not own. I am not liable for service interruptions, latency, or policy changes from those providers — though I will work in good faith to mitigate them when they happen.
• Output and intellectual property: AI-generated output (a text-back response, a draft email) may resemble outputs generated for other users or content found elsewhere. You are responsible for ensuring the output you publish or send does not infringe a third party's intellectual property.
• No model training on your data: Anthropic does not train its models on data submitted via its commercial API. Other AI vendors used by the services (currently Deepgram for transcription) operate under similar non-training commercial terms.
• Hallucination and accuracy: AI systems can fabricate plausible-sounding but incorrect information. You should review AI-generated output before relying on it for medical, legal, financial, or other compliance-sensitive decisions.
• Recording consent (AI Voice Receptionist): in jurisdictions that require all-party consent to call recording (US: CA, FL, IL, MD, MA, MT, NV, NH, PA, WA — and equivalent provincial rules), the receptionist announces that the call may be recorded at the start of the call. By continuing the call, the caller consents.

6. Intellectual Property

• My IP: the productized scripts, workflow templates, n8n configurations, and pre-existing software components I bring to your engagement remain my intellectual property.
• Your IP: you retain full ownership of your brand assets, customer data, and any content you provide.
• License: upon full payment of setup fees and any applicable monthly fees, I grant you a non-exclusive, non-transferable license to use the deliverables produced for your business, as documented in your Statement of Work.
• Website source files: for website builds specifically, the full source code repository is handed over at launch and is yours to keep, modify, and host elsewhere.
• Service exit (Missed-Call SMS Recovery and AI Voice Receptionist): on termination, the practice will, at customer's request, (a) port assigned Twilio phone numbers to a customer-controlled Twilio account, (b) export call transcripts and conversation logs in a portable format, (c) export Cal.com calendar configuration, and (d) cease all processing of customer data within 30 days. Costs of porting are at-cost passthrough from Twilio.
• Feedback: suggestions you provide for product improvements may be used by the practice to refine the productized scripts and services without additional compensation. The practice will not identify you as the source of any feedback in marketing materials without your prior consent.

7. Payment and Subscription Terms

• Currency: all prices on the site and in agreements are in Canadian Dollars (CAD) unless explicitly noted otherwise.
• Taxes: Ontario HST (13%) is added on top of listed prices for Ontario clients (BN 779120153 RT0001). Out-of-Ontario Canadian clients are charged your provincial sales tax where applicable. US clients are responsible for any state or local sales/use tax in their own jurisdiction; no Canadian tax is charged on services consumed outside Canada.
• Missed-Call SMS Recovery fees: $449/mo CAD or $4,490/yr CAD subscription, plus a $749 one-time setup fee. Setup fee $749 applies to both monthly and annual cadences — never waived. Setup fee invoiced at onboarding; monthly billing begins on the day the system goes live in your inbox.
• AI Voice Receptionist fees: $1,499/mo CAD subscription, plus a $2,499 one-time setup fee. Setup fee invoiced at onboarding; monthly billing begins on the day the receptionist goes live on your number.
• Website Design fees: the productized package is $1,999 CAD one-time plus $89/mo CAD ongoing maintenance; custom builds are quoted per scope. Website invoicing is 50% on kickoff and 50% on launch.
• Missed-Call SMS refunds: within the first 30 days of the system going live, on request and with no clawback: 30 days, full refund on month 1's $449 (or prorated ~$374 of the $4,490 annual prepay). The setup fee is non-refundable as it covers compliance, number provisioning, and question-script tuning. After the 30-day money-back window, the Missed-Call SMS Recovery service runs on a 12-month commitment that begins the day the system goes live in your inbox — applicable to both the $449/mo monthly cadence and the $4,490/yr annual prepay (the annual prepay is paid upfront in full and is not billed again during the prepaid term). On the 12-month anniversary, the service auto-renews on a month-to-month basis at the same rate ($449/mo); annual-prepay buyers transition to $449/mo monthly billing on the anniversary unless a new annual prepay is signed. You may terminate the month-to-month renewal at any time on 30 days' written notice (email is sufficient) to support@digicatalyst.ca. Early termination during the initial 12-month commitment is governed by §10 and the SOW; outside the 30-day money-back window and absent the practice's material breach, the remaining months of the initial commitment are non-cancellable and annual-prepay amounts already paid are non-refundable.
• AI Voice Receptionist refunds: within the first 30 days of the receptionist going live on your number, full refund of the first month's subscription fee on request, with no clawback. The setup fee is non-refundable as it covers Retell + ElevenLabs onboarding, custom training on your business, Cal.com / Make.com wiring, and Bill 96 / Law 25 disclosure setup. After the 30-day money-back window, the AI Voice Receptionist service runs on a 12-month commitment that begins the day the receptionist goes live on your number. On the 12-month anniversary, the service auto-renews on a month-to-month basis at the same rate ($1,499/mo). You may terminate the month-to-month renewal at any time on 30 days' written notice (email is sufficient) to support@digicatalyst.ca. Early termination during the initial 12-month commitment is governed by §10 and the SOW; outside the 30-day money-back window and absent the practice's material breach, the remaining months of the initial commitment are non-cancellable.
• Website Design refunds: 30-day satisfaction guarantee post-launch — if you are not satisfied, you may cancel within 30 days of launch and the practice will hand over all artifacts (source code, design files, content, hosting account credentials, domain, and any third-party integrations set up during the build) at no additional cost. The productized build fee is non-refundable as it covers design, build, content integration, and launch; the satisfaction guarantee is the artifacts handover, not a cash refund. Pre-kickoff cancellation refunds 100% of any deposit less a CAD $250 administrative fee.
• Late payments: failure to pay invoices within 30 days of the due date may result in suspension of service. Past-due balances accrue interest at 1.5% per month, equivalent to 19.56% per annum, compounded monthly, or the maximum rate permitted by applicable law, whichever is lower.

8. Disclaimer of Warranties

The site and services are provided "as is" and "as available." To the maximum extent permitted by Canadian law, I disclaim all warranties — express or implied — including warranties of merchantability, fitness for a particular purpose, and non-infringement. I do not warrant that the services will produce specific revenue figures, lead volumes, or conversion rates unless explicitly guaranteed in writing in a signed SOW. The Missed-Call SMS Recovery and AI Voice Receptionist 30-day refund guarantees (each on the first month of recurring subscription fee, with setup fees non-refundable) and the Website Design 30-day post-launch satisfaction guarantee (artifacts handover at customer election, with the productized build fee non-refundable) are contractually binding under the conditions stated in §7. All other warranties are on a best-effort basis.

9. Limitation of Liability

To the maximum extent permitted by applicable law, Kaustubh Ghodke o/a DigiCatalyst Systems shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenues, data, use, goodwill, or other intangible losses — whether incurred directly or indirectly — arising from your use of, or inability to use, the services; from errors, mistakes, or inaccuracies in AI-generated output; or from unauthorized access to or use of servers and any personal information stored therein.

The aggregate liability of the practice for all claims arising out of or relating to the services shall not exceed the greater of (a) the total fees paid by you to me during the twelve (12) months preceding the claim, or (b) one thousand Canadian dollars (CAD $1,000).

The foregoing cap and exclusions do not apply to: (i) breaches of confidentiality; (ii) intentional misconduct or gross negligence; (iii) the practice's indemnification obligations under §11; (iv) fraud; or (v) third-party intellectual-property infringement claims for which the practice indemnifies you under §11.

10. Termination

I reserve the right to suspend or terminate your access to the site or services for conduct that violates these Terms or harms other users, me, or third parties.

Customer-initiated termination: for the recurring subscription services — Missed-Call SMS Recovery (A1) and AI Voice Receptionist (A2) — the initial 12-month commitment begins the day the system or receptionist goes live and is non-cancellable except (a) within the 30-day money-back window in month 1 as set out in §7, or (b) for cause as defined in the applicable SOW (including the practice's material breach, prolonged outage, or non-delivery). Annual prepay (A1) is non-refundable outside the 30-day window. After the 12-month anniversary, the service auto-renews on a month-to-month basis at the same recurring rate ($449/mo for A1, $1,499/mo for A2; A1 annual-prepay buyers transition to $449/mo monthly billing on the anniversary unless a new annual prepay is signed), and you may terminate the renewal at any time on 30 days' written notice (email is sufficient) to support@digicatalyst.ca. For Website Design (A0), the productized build is a one-time engagement governed by the §7 refund terms (30-day post-launch artifacts handover; build fee non-refundable post-kickoff); the $89/mo maintenance subscription is opt-out at any time — no notice period required — by email to support@digicatalyst.ca, after which a 15-day handover window begins covering (a) export of source code and design files, (b) hosting credentials and account ownership transfer, (c) domain transfer per §6 (if registered through DigiCatalyst), and (d) Cal.com, contact form, and other third-party integration handover where applicable; maintenance service continues during the 15-day handover window at no additional charge, and any partial-month maintenance fee already paid is not pro-rated.

Transition assistance: within 30 days of termination, the practice will provide reasonable assistance to export your data, port Twilio numbers, and hand over Cal.com configuration as set out in §6. Beyond 30 days, transition assistance is billed at the practice's then-standard hourly rate.

Survival: provisions of these Terms that by their nature should survive termination — ownership, warranty disclaimers, indemnity, limitations of liability — survive termination.

11. Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Legal action arising under these Terms shall be brought exclusively in the courts located in Toronto, Ontario, and you consent to personal jurisdiction and venue therein.

Dispute resolution and arbitration: any dispute, claim, or controversy arising out of or relating to these Terms shall be determined by binding arbitration in Toronto, Ontario, before one arbitrator.

Class action waiver: you and Kaustubh Ghodke o/a DigiCatalyst Systems agree that any dispute resolution proceedings will be conducted only on an individual basis, not as a class, consolidated, or representative action. You expressly waive any right to a jury trial.

Indemnification: you agree to defend, indemnify, and hold harmless Kaustubh Ghodke o/a DigiCatalyst Systems from any claims, damages, obligations, losses, liabilities, costs, or debt — including reasonable attorney's fees — arising from (i) your use of and access to the services; (ii) your violation of any term of these Terms; (iii) your violation of any third-party right, including any copyright, property, or privacy right; or (iv) any claim that your unlawful or negligent use of the services caused damage to a third party. This obligation survives these Terms and your use of the services.

Mutual IP-infringement indemnification: the practice will defend and indemnify you from any third-party claim that the practice's deliverables, as delivered and used in accordance with the SOW, infringe a Canadian or US patent, copyright, or trademark, subject to the limitation of liability in §9. This obligation does not extend to (a) modifications you make to the deliverables, (b) your combination of the deliverables with materials not provided by the practice, or (c) your use beyond the scope licensed in the SOW.

Small-claims carveout: notwithstanding the arbitration commitment above, either party may bring an individual claim valued at CAD $5,000 or less in the small claims court of competent jurisdiction (in Ontario or, for US customers, in the customer's local equivalent), at the claimant's election.

12. Changes to These Terms

I may update these Terms at any time. Material changes will be reflected by an updated "Last updated" date at the top of this page. Continued use of the site or services after such changes constitutes acceptance of the updated Terms.

For material changes that adversely affect your rights — including changes to the limitation of liability, indemnification, dispute resolution, or pricing — I will provide 30 days' advance written notice via the email address on file and an opportunity to terminate before the change takes effect.

13. Force Majeure

Neither party shall be liable for failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, internet or telecommunications failures, or service interruptions, latency, or policy changes by the third-party providers identified in §5 (Cal.com, Cloudflare, Google, Twilio, Anthropic, Deepgram, Stripe). The affected party will notify the other promptly and resume performance as soon as reasonably practicable. If a force-majeure event continues for more than 60 consecutive days, either party may terminate the affected service on 10 days' notice without further liability.

14. Entire Agreement, Notices, Waiver, Severability

Entire agreement: these Terms, together with the Privacy Policy, any signed MSA, and any applicable SOW or productized package terms posted on the relevant service page at the time of purchase, constitute the entire agreement between you and the practice and supersede all prior or contemporaneous communications, proposals, or agreements (whether oral or written) on the subject matter.

Notices: legal notices to the practice must be sent to support@digicatalyst.ca with the subject line beginning "Legal notice." Notices to you will be sent to the email address you provided through the booking flow or in our last correspondence. Notices are deemed received the day they are sent.

No waiver: failure by either party to enforce any provision of these Terms is not a waiver of that provision or of any other right.

Severability: if any provision of these Terms is found unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the remaining Terms remain in effect and enforceable.

15. Accessibility

AODA commitment: the practice operates in Ontario and is committed to providing services in a manner consistent with the Accessibility for Ontarians with Disabilities Act (AODA), 2005 and the Integrated Accessibility Standards Regulation. If you encounter an accessibility barrier on the site or in any deliverable, please email support@digicatalyst.ca with the subject line "Accessibility" and I will respond within 15 business days. The site is built to WCAG 2.2 AA where reasonably practicable; known limitations and workarounds are documented on request.

16. Contact

For questions or concerns about these Terms, contact:

Kaustubh Ghodke o/a DigiCatalyst Systems

Email: support@digicatalyst.ca

BN: 779120153 RT0001

Toronto, Ontario, Canada