Terms of Service

01The Service

NewroHelp provides an AI-powered voice platform that manages inbound and outbound telephone calls on your business's behalf, handles caller inquiries, captures lead and appointment information, and delivers analytics through a client-facing dashboard (the "Service").

The Service is a business-to-business platform. You must be a registered business to subscribe. The Service is not intended for personal, family, or household use.

02Account Registration

You must provide accurate, current, and complete information when registering your account. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. Notify us immediately at support@newrohelp.com if you suspect unauthorized access or a security breach.

03Fees and Billing

Subscription fees, per-minute or per-call usage charges, and any applicable overage rates are set out in your order form or the pricing page at the time of subscription.

• All fees are denominated in Canadian dollars (CAD) unless otherwise agreed in writing.
• Fees are exclusive of applicable federal and provincial taxes (including GST/HST).
• Platform fees are billed monthly in advance. Usage charges are billed monthly in arrears based on actual usage.
• Overdue invoices accrue interest at 1.5% per month (18% per annum).
• We reserve the right to suspend the Service if payment is not received within 14 days of the due date.

Price changes. We may change our fees with 30 days' written notice. Continued use of the Service after the effective date of a price change constitutes acceptance of the new fees.

04Cancellation and Termination

• You may cancel at any time by contacting us at support@newrohelp.com. Cancellation takes effect at the end of the current billing period. No refunds are issued for partial periods.
• We may suspend or terminate your account immediately if you breach these Terms, fail to pay fees, or use the Service in a manner that creates legal or regulatory risk for NewroHelp or others.
• Upon termination, your access to the Service will end. We will retain your data for 90 days following termination, during which you may request an export. After 90 days, your data will be permanently deleted in accordance with our Privacy Policy.

Sections 6, 8, 9, 10, 11, 12, and 15 survive termination of these Terms.

05Your Responsibilities

You are solely responsible for the following in connection with your use of the Service:

• Call disclosure. You must ensure that callers are informed at the beginning of each call that they are interacting with an AI and that the call may be recorded. Our platform is designed to deliver this disclosure automatically, but you remain responsible for ensuring it is in place and legally sufficient for your jurisdiction and use case.
• Outbound calling compliance. For outbound calls, you must comply with all applicable Canadian and provincial telemarketing regulations, including the CRTC's Unsolicited Telecommunications Rules, the National Do Not Call List (DNCL), and Canada's Anti-Spam Legislation (CASL). You must obtain all required consents before initiating automated or AI-generated outbound calls. If your business operates in or calls into jurisdictions outside Canada, you are solely responsible for compliance with the applicable laws of those jurisdictions, including the TCPA in the United States.
• Accuracy of business data. You are solely responsible for ensuring that all business information you provide to configure the Service — including hours of operation, pricing, service descriptions, and scripts — is accurate and up to date.
• Lawful use. You must not use the Service for any unlawful purpose or in any manner that violates applicable law.
• Human oversight. The Service is an AI tool designed to augment your business operations. You are responsible for maintaining appropriate human oversight of the Service and for the consequences of any actions taken based on AI-generated outputs.

06AI Disclaimer

The NewroHelp AI assistant operates using probabilistic language models and voice synthesis technology. It may occasionally produce inaccurate, incomplete, or contextually inappropriate responses. We do not warrant that the AI will correctly answer every question, handle every caller scenario, or perform without error. The Service is designed to augment, not replace, human judgment and oversight.

NewroHelp is not liable for any decisions made or actions taken by you or your customers in reliance on AI-generated outputs.

07Intellectual Property

• NewroHelp retains all intellectual property rights in the platform, software, AI models, voice systems, and associated documentation.
• You retain all rights in the business data and configuration information you provide to us.
• Call recordings, transcripts, and logs generated by the Service belong to you, subject to NewroHelp's right to retain anonymized and de-identified data for the purpose of improving the Service.
• You grant NewroHelp a limited, non-exclusive licence to use your business data solely to provide and improve the Service.

08Confidentiality

Each party agrees to keep the other's confidential information strictly confidential and not to disclose it to third parties without prior written consent, except as required by law. This obligation survives termination of these Terms for a period of three years.

09Warranties and Disclaimers

We warrant that we will provide the Service with reasonable skill and care and in material conformance with our documentation.

10Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:

• NewroHelp's total aggregate liability to you arising out of or related to these Terms shall not exceed the total fees paid by you to NewroHelp in the three months immediately preceding the claim.
• NewroHelp shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of revenue, loss of profits, loss of data, or loss of business opportunities, even if advised of the possibility of such damages.

Nothing in these Terms limits or excludes liability for: (a) fraud or fraudulent misrepresentation; (b) gross negligence or wilful misconduct; or (c) any liability that cannot be excluded by applicable Canadian law.

11Indemnification

You agree to indemnify, defend, and hold harmless NewroHelp and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, and expenses (including reasonable legal fees) arising out of or related to:

• your use of the Service in violation of these Terms or applicable law;
• your failure to make required call recording or AI disclosures;
• your failure to comply with outbound calling regulations, including CRTC rules, DNCL requirements, CASL, or the TCPA;
• inaccurate or misleading business data you provided to configure the Service; or
• any claim by a caller or third party arising from your use of the Service.

12Service Availability

We target 99.5% monthly uptime, excluding scheduled maintenance windows and events beyond our reasonable control. We will make reasonable efforts to provide advance notice of scheduled maintenance. Unplanned outages will be communicated through our status page.

13Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond their reasonable control, including acts of God, telecommunications failures, internet disruptions, government action, or natural disasters.

14Changes to the Service

We may modify, update, or discontinue features of the Service at any time. We will provide reasonable notice of any material changes that affect your use of the Service.

15Governing Law and Dispute Resolution

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

Any dispute arising out of or in connection with these Terms shall first be submitted to good-faith negotiation between the parties. If unresolved within 30 days, the dispute shall be resolved by binding arbitration administered in Ontario in accordance with applicable arbitration rules. The language of arbitration shall be English.

Class action waiver. To the fullest extent permitted by applicable law, you waive any right to bring or participate in any class action or collective proceeding against NewroHelp.

16Changes to These Terms

We may update these Terms from time to time. Material changes will be communicated by email with at least 14 days' advance notice. Your continued use of the Service after the effective date constitutes acceptance of the updated Terms.

17Entire Agreement

These Terms, together with our Privacy Policy and any written order form or service agreement, constitute the entire agreement between you and NewroHelp with respect to the Service and supersede all prior agreements and understandings.

18Severability

If any provision of these Terms is found to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.