Terms and Conditions

These Terms and Conditions ("Terms") govern the use of the services provided by Re-Setters PTY Ltd ("Re-Setters", "we", "us", or "our").

Company:

Re-Setters PTY Ltd

Address:

20 Roberts Road, South Africa

Email:

consulting@re-setters.org

By purchasing, accessing or using our services, you ("Client", "you", or "your") agree to be bound by these Terms.

These Terms are intended to function as the primary agreement governing the provision of Re-Setters' services unless the parties enter into a separate written agreement that expressly overrides or supplements these Terms.

Re-Setters provides AI-powered sales automation services, including full-cycle AI sales agents.

Our services may include:

• lead engagement;
• lead qualification;
• sales discovery;
• lead nurturing;
• sales follow-up;
• appointment setting;
• sales conversations;
• automated customer communications;
• CRM and sales-system integrations;
• workflow automation;
• AI-powered outbound and inbound sales processes; and
• related sales automation services.

The precise services provided to a Client will depend on the package, setup, scope of work and configuration agreed between Re-Setters and the Client.

The Client acknowledges that Re-Setters' services use artificial intelligence and automated systems.

AI agents may communicate directly with the Client's leads or prospective customers.

The Client understands and agrees that:

1. AI-generated communications may occasionally contain errors, inaccuracies or unexpected responses;
2. AI agents may not always interpret a message correctly;
3. AI systems may occasionally require human intervention;
4. system performance may depend on the quality and completeness of the information supplied by the Client;
5. third-party platforms and technology providers may experience outages, changes or technical limitations; and
6. Re-Setters does not guarantee that every conversation will produce the intended result.

The Client is responsible for reviewing and approving the overall sales strategy, offers, messaging, claims and instructions supplied to Re-Setters.

Re-Setters does not guarantee:

• a specific number of leads;
• a specific number of appointments;
• a specific conversion rate;
• a specific number of sales;
• a specific amount of revenue;
• a particular return on investment;
• profitability;
• customer acquisition cost;
• response rates; or
• any particular commercial outcome.

Any historical results, examples, case studies, projections or performance figures communicated by Re-Setters are illustrative only and do not constitute a guarantee of future performance.

The Client acknowledges that sales results depend on factors outside Re-Setters' control, including the Client's market, pricing, reputation, offer, lead quality, sales process, sales team, advertising, competition and economic conditions.

The Client agrees to provide Re-Setters with accurate, complete and lawful information necessary to provide the services.

The Client is responsible for:

• providing accurate business information;
• approving messaging and sales strategies;
• providing accurate pricing and product information;
• ensuring that its offers and claims are lawful;
• ensuring that its marketing materials comply with applicable law;
• ensuring that its lead lists have been obtained lawfully;
• ensuring that leads may legally be contacted;
• providing required consent or other lawful bases where applicable;
• complying with applicable privacy and electronic communications laws;
• notifying Re-Setters of restrictions on how lead information may be processed;
• maintaining appropriate privacy notices;
• handling complaints and regulatory enquiries relating to the Client's marketing activities; and
• promptly notifying Re-Setters of any information that should no longer be processed.

The Client must not instruct Re-Setters to undertake unlawful, deceptive, fraudulent, abusive, misleading or otherwise prohibited marketing activity.

The Client remains solely responsible for the legality and source of its lead lists.

The Client warrants that it has the necessary rights, permissions, consents or other lawful basis to provide lead information to Re-Setters for processing.

The Client is also responsible for ensuring that its marketing campaigns comply with applicable laws and regulations governing:

• direct marketing;
• electronic communications;
• telephone communications;
• messaging applications;
• email marketing;
• privacy;
• consumer protection;
• advertising;
• data protection; and
• unsolicited communications.

Re-Setters does not independently verify whether a Client's lead lists have been lawfully obtained.

If Re-Setters reasonably believes that a Client's instructions or lead data may involve unlawful activity, Re-Setters may suspend or terminate the relevant service.

The Client is solely responsible for the accuracy and legality of:

• its products;
• services;
• pricing;
• promotions;
• guarantees;
• claims;
• testimonials;
• advertising materials;
• regulatory statements; and
• representations made to its customers or prospective customers.

Re-Setters is not responsible for claims or representations supplied by the Client and incorporated into an AI sales agent's communications.

The Client agrees to indemnify Re-Setters against claims arising from unlawful, misleading, inaccurate or unauthorised Client-provided content, subject to applicable law.

Where a setup fee applies, the setup fee covers the agreed implementation and configuration work.

Implementation may include:

• AI agent configuration;
• prompt and instruction development;
• workflow creation;
• CRM integration;
• automation setup;
• testing;
• deployment; and
• related technical configuration.

Implementation timelines are estimates unless expressly agreed otherwise in writing.

Delays caused by the Client, third-party systems, missing information, unavailable credentials, API restrictions or technical problems outside Re-Setters' reasonable control will not constitute a breach by Re-Setters.

Re-Setters may integrate its systems with third-party CRMs, communication platforms and software.

The Client acknowledges that third-party software may:

• change its APIs;
• impose new restrictions;
• experience outages;
• change pricing;
• discontinue functionality;
• restrict automated activity; or
• otherwise affect the functionality of the Re-Setters system.

Re-Setters does not guarantee compatibility with every CRM, software platform or third-party system.

Setup fees and other payments are generally non-refundable once implementation work has commenced.

A refund may be offered solely where:

1. Re-Setters determines that its systems are technically incompatible with the Client's CRM or required infrastructure; or
2. Re-Setters is unable to commence the agreed automation due to a technical error attributable to Re-Setters and cannot reasonably resolve the issue.

Refund eligibility is determined by Re-Setters acting reasonably.

Refunds do not apply merely because:

• the Client changes its mind;
• the Client does not achieve its desired sales results;
• the Client's leads do not respond;
• the Client dislikes AI-generated conversations;
• the Client's offer does not convert;
• the Client's advertising performs poorly; or
• the Client's expectations regarding revenue or appointments are not met.

The Client may be charged:

• a one-time setup fee;
• a recurring monthly retainer;
• usage-based fees where applicable; or
• custom fees agreed between the parties.

The applicable fees will be communicated to the Client before or during onboarding.

Unless otherwise agreed in writing, invoices are payable according to the payment terms stated on the relevant invoice.

The Client is responsible for all applicable taxes, duties or charges associated with its purchase of the services, except taxes imposed directly on Re-Setters' net income.

If a payment is overdue, Re-Setters may:

• suspend the Client's services;
• suspend AI agents;
• pause automations;
• restrict system access;
• stop implementation work; or
• terminate the agreement where permitted by these Terms.

Suspension of services due to non-payment does not automatically cancel outstanding payment obligations.

Either party may terminate an ongoing monthly service arrangement by providing at least one calendar month's written notice, unless a separate written agreement states otherwise.

Fees accrued before termination remain payable.

Termination does not affect rights or obligations that accrued before termination.

Re-Setters may suspend or terminate services immediately where the Client:

• uses the services for unlawful activity;
• provides unlawfully obtained lead data;
• instructs Re-Setters to engage in unlawful marketing;
• engages in fraudulent, deceptive or abusive activity;
• violates applicable privacy or data protection laws;
• uses the services to distribute malicious content;
• attempts to compromise Re-Setters' systems;
• materially breaches these Terms;
• fails to pay amounts due; or
• creates a material legal, regulatory, security or reputational risk for Re-Setters.

Where reasonably practicable, Re-Setters may provide the Client with an opportunity to remedy the relevant issue before termination.

Each party agrees to keep confidential information received from the other party confidential and to use it only for purposes connected with the business relationship.

Confidential information may include:

• business strategies;
• pricing;
• customer information;
• lead information;
• technical information;
• system configurations;
• intellectual property;
• financial information; and
• other information reasonably understood to be confidential.

Confidentiality obligations do not apply to information that:

• is publicly available through no breach of the agreement;
• was lawfully known before disclosure;
• is independently developed without use of confidential information; or
• must be disclosed by law or lawful authority.

Each party agrees to comply with applicable data protection laws.

Where Re-Setters processes personal information on behalf of a Client, the Client is generally responsible for determining the purposes and lawful basis for that processing, while Re-Setters processes the information in accordance with the Client's documented instructions and applicable law.

Where required, the parties may enter into a separate Data Processing Agreement or Data Processing Addendum.

The parties acknowledge that data protection legislation may require specific contractual provisions between controllers and processors. Under UK GDPR, for example, processor relationships generally require appropriate contractual arrangements and security commitments.

Re-Setters may use third-party infrastructure and AI providers to provide the services, including:

• OpenAI;
• Anthropic;
• n8n; and
• DigitalOcean.

The Client authorises Re-Setters to use such providers as necessary to provide the contracted services.

Third-party providers may process information outside the Client's country.

Where applicable law requires appropriate safeguards for international data transfers, Re-Setters will seek to implement appropriate contractual, technical or organisational safeguards.

Re-Setters will use reasonable efforts to maintain the availability of its services.

However, Re-Setters does not guarantee uninterrupted or error-free operation.

Services may be interrupted due to:

• maintenance;
• upgrades;
• third-party outages;
• infrastructure failures;
• API changes;
• internet failures;
• cybersecurity incidents;
• force majeure events;
• software errors; or
• circumstances outside Re-Setters' reasonable control.

Re-Setters may rely on third-party services to deliver parts of the system.

Re-Setters is not responsible for failures caused solely by a third-party provider where Re-Setters has no reasonable ability to prevent or remedy the failure.

Where a third-party service changes its functionality or becomes unavailable, Re-Setters may modify the service or substitute an alternative technology where reasonably possible.

To the extent permitted by applicable law, the Client agrees to indemnify and hold harmless Re-Setters, its directors, officers, employees and contractors against claims, losses, damages, liabilities, costs and reasonable legal expenses arising from:

• unlawful lead lists supplied by the Client;
• unlawful marketing activity;
• inaccurate or misleading Client-provided claims;
• unlawful Client offers;
• infringement caused by Client-provided materials;
• the Client's breach of applicable privacy laws;
• the Client's breach of these Terms; or
• the Client's instructions resulting in unlawful activity.

This obligation does not apply to the extent that the relevant loss was caused by Re-Setters' own breach of its legal obligations.

To the maximum extent permitted by applicable law, Re-Setters will not be liable for:

• indirect losses;
• consequential losses;
• loss of profits;
• loss of revenue;
• loss of anticipated savings;
• loss of business opportunities;
• loss of goodwill;
• loss of customers;
• loss of data where caused by circumstances outside Re-Setters' reasonable control; or
• loss arising from the Client's business decisions or commercial outcomes.

To the maximum extent permitted by law, Re-Setters' total aggregate liability arising out of or relating to the services or these Terms will not exceed the total amount actually paid by the Client to Re-Setters during the 12 months immediately preceding the event giving rise to the claim.

Nothing in these Terms is intended to exclude or limit liability that cannot lawfully be excluded or limited under applicable law.

Re-Setters' AI sales agents are designed for sales and customer-acquisition purposes.

They are not intended to provide:

• legal advice;
• financial advice;
• medical advice;
• tax advice;
• investment advice; or
• other regulated professional advice.

Where a Client's business operates in a regulated industry, the Client remains responsible for ensuring that communications and offers comply with applicable professional and regulatory requirements.

The Client must not use Re-Setters' services to:

• commit fraud;
• impersonate individuals unlawfully;
• distribute malware;
• engage in unlawful harassment;
• facilitate criminal activity;
• send deceptive communications;
• violate applicable privacy laws;
• distribute unlawful content;
• unlawfully target protected or vulnerable individuals;
• circumvent platform restrictions;
• violate third-party platform terms;
• infringe intellectual property rights; or
• conduct any activity that may reasonably expose Re-Setters to material legal or regulatory risk.

Re-Setters reserves the right to investigate suspected misuse and suspend relevant services where reasonably necessary.

Re-Setters may modify, improve or replace components of its services from time to time.

Changes may be necessary due to:

• technological developments;
• security requirements;
• third-party platform changes;
• legal requirements;
• improvements to system functionality; or
• operational requirements.

Where a material change substantially reduces the core functionality of a paid service, Re-Setters will use reasonable efforts to provide notice and, where appropriate, an alternative solution.

Re-Setters will not be liable for failure or delay caused by circumstances beyond its reasonable control.

Such circumstances may include:

• natural disasters;
• war;
• civil unrest;
• government action;
• internet outages;
• cloud infrastructure failures;
• third-party platform failures;
• cybersecurity events;
• telecommunications failures;
• power failures;
• strikes; or
• other events beyond reasonable control.

Nothing in these Terms creates:

• a partnership;
• joint venture;
• employment relationship;
• fiduciary relationship; or
• agency relationship,

unless expressly agreed in writing.

Re-Setters is an independent service provider.

The Client may not assign or transfer its rights or obligations under these Terms without Re-Setters' prior written consent.

Re-Setters may assign or transfer its rights and obligations in connection with a merger, acquisition, corporate restructuring or sale of substantially all of its business or assets.

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

These Terms, together with any applicable proposal, order, invoice, statement of work or written agreement expressly incorporated into them, constitute the agreement between Re-Setters and the Client concerning the services.

If a separately signed agreement expressly conflicts with these Terms, the separately signed agreement will prevail to the extent of the conflict.

Re-Setters may update these Terms from time to time.

The updated version will be published with a revised "Last Updated" date.

Where a change materially affects an existing Client's contractual rights or obligations, Re-Setters will provide reasonable notice where required by applicable law or contract.

These Terms are governed by the laws of the Republic of South Africa, unless mandatory provisions of another jurisdiction apply.

Subject to any mandatory rights or dispute-resolution requirements applicable to a Client, the parties agree that the courts of South Africa will have jurisdiction over disputes arising from or relating to these Terms.

Nothing in this clause prevents a party from seeking urgent or interim relief from a court of competent jurisdiction where legally permitted.

By purchasing, accessing or using Re-Setters' services, the Client acknowledges that it has read, understood and agreed to these Terms.

Where a Client signs a separate service agreement, proposal or order form incorporating these Terms, that document together with these Terms will form the contractual relationship between the parties.

For questions regarding these Terms, please contact:

Company:

Re-Setters PTY Ltd

Address:

20 Roberts Road, South Africa

Email:

consulting@re-setters.org