Terms of Service

1. Agreement to these terms

These Terms of Service govern your use of the Valence service provided by Valence Virtual Services ("Valence", "we", "us"). By purchasing or using the service, you agree to them. If you are agreeing on behalf of a business, you confirm you have authority to bind that business.

Our Privacy Policy forms part of this agreement.

2. What Valence provides

Valence builds and operates an automated telephone receptionist for your business. Depending on the plan and configuration you approve, it may answer calls, respond to questions using information you supply, take messages, book appointments in a calendar you connect, transfer calls, screen unwanted calls, and send you summaries, recordings and transcripts.

We build your receptionist to a configuration you review and approve before it takes live calls. You can ask us to change that configuration at any time.

3. Plans, fees and billing

• Virtual Receptionist — $200 to $500 per month, set by your call volume and agreed in writing before we begin. No setup fee.
• Website — $1,500 once for the build, then $25 per month for hosting and changes. No setup fee.
• Website + Receptionist — $500 per month, with the $1,500 website build and the monthly hosting both included for as long as the combined plan runs. If you cancel the receptionist and keep only the website, the standard $25 monthly hosting applies from the next billing period; we do not retrospectively invoice the waived build fee.
• Website files and content we produce for you are yours. If you leave, we will hand them over; we do not hold a site hostage to keep a subscription.
• Nothing is purchased through our website. Prices there are published for information. An engagement begins only after we have spoken, agreed what we are building, and you have approved the receptionist.
• Invoices are issued and collected through our billing provider, not on our website. We never take card details over the phone or by email.
• Monthly fees are billed in advance. Overage is billed in arrears.
• Fees exclude taxes, which we will add where we are required to.
• We may change our prices with [30] days' written notice. If you do not accept a price change, you may cancel before it takes effect.

If a payment fails, we will contact you. We may suspend the service if an invoice remains unpaid for [14] days.

4. Term and cancellation

The service is month-to-month. There is no minimum term and no cancellation fee.

• You may cancel at any time by emailing us. We will stop answering your line and help you unforward your number, normally the same business day.
• Cancelling stops future monthly charges. We do not refund the current month unless we have failed to provide the service.
• The one-time build fee covers work already performed and is not refundable once we have delivered a receptionist for your approval.
• We may suspend or end the service for non-payment, or for breach of section 8.

5. Your responsibilities

Accurate information

Your receptionist answers using what you tell us — your hours, prices, services and policies. You are responsible for keeping that current. Tell us when something changes and we will update it.

Call recording notice and consent

Regulated and sensitive information

Unless we have signed a separate written agreement with you covering it — such as a Business Associate Agreement under HIPAA — you must not configure your receptionist to collect, and you must not send us, protected health information, full payment card numbers, government identification numbers, or other specially regulated data.

If you are a healthcare provider — a dental practice, for example — we will sign a Business Associate Agreement with you before your receptionist takes a single call. Where a BAA is in place, its terms control, and prevail over anything in these Terms that conflicts with them.

Your phone number

You keep ownership of your telephone number. You are responsible for setting up call forwarding and for your own carrier's charges. You may remove forwarding at any time.

6. Not for emergencies

7. What an virtual receptionist can't do

We would rather set expectations honestly than oversell. An automated receptionist:

• can misunderstand a caller, particularly on a poor line or with heavy background noise;
• can give an incomplete answer, or say it does not know;
• depends on third-party telephony, calendar and model providers we do not control;
• is not a substitute for professional advice of any kind, and must not be configured to give legal, medical or financial advice.

You are responsible for reviewing the call summaries we send you and for following up where a call needs a human. Nothing your receptionist says creates a binding contract, quote or professional obligation on your behalf unless you confirm it.

8. Acceptable use

You may not use Valence to:

• break the law, or help anyone else do so;
• make outbound telemarketing or robocalls, or any calling campaign that would breach telemarketing or do-not-call rules;
• deceive callers about who they are dealing with, or impersonate another business;
• harass, threaten or defraud anyone;
• handle calls for a business you are not authorised to represent;
• attempt to reverse engineer, resell or white-label the service without our written agreement.

We may suspend the service immediately for a serious breach of this section.

9. Service availability

We aim to keep your receptionist answering around the clock, but we do not promise uninterrupted service. Outages can arise from maintenance, from our providers, or from causes outside our control.

[If you want to offer a formal uptime commitment or service credits, set the numbers out here. Do not promise a percentage you cannot measure or honour.]

We recommend keeping a fallback on your line — such as forwarding to voicemail or a mobile — so calls are not lost if the service is unavailable.

10. Intellectual property

We own the Valence software, systems, branding and the methods we use to build receptionists. You own your business information, your call records, and your customer data. You grant us the licence needed to use that material to operate the service for you.

Configuration we produce for you — your receptionist's script and settings — is yours to take with you if you leave. Ask and we will export it.

11. Confidentiality

Each of us may learn confidential information about the other. Neither will disclose it to anyone else except to people who need it and are under similar obligations, or where the law requires disclosure. This does not apply to information that is already public through no fault of the receiving party.

12. Disclaimers

Except as expressly stated in these terms, the service is provided "as is" and "as available". To the maximum extent permitted by law, we disclaim all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the service will be error-free or that it will handle every call correctly.

13. Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special or consequential damages, or for lost profits, lost revenue, lost business or lost data, even if advised such damages were possible.

Our total liability arising out of or relating to the service is limited to the amount you paid us in the [twelve (12)] months before the event giving rise to the claim.

Nothing in these terms limits liability that cannot be limited by law, including for fraud or for death or personal injury caused by negligence.

14. Indemnification

You will defend and indemnify us against claims arising from your breach of these terms, from the information you instruct your receptionist to give out, or from your failure to give callers the notice or obtain the consent required by law.

15. Changes to these terms

We may update these terms as the service changes. We will give at least [30] days' notice of material changes by email. Continuing to use the service after they take effect means you accept them. If you do not, you may cancel.

16. Governing law

These terms are governed by the laws of the State of Utah, without regard to its conflict of laws rules. The courts located in Salt Lake County, Utah will have exclusive jurisdiction, and both parties consent to that venue.

[If you want mandatory arbitration or a class action waiver, they must be drafted deliberately and are regulated differently by state. Do not add them without advice.]

17. Contact

Valence Virtual Services
435 W 400 S, Ste 103, Salt Lake City, UT 84101
Email: connor@valencevirtualservices.com
Phone: (801) 746-9418