Terms and Conditions

ESO Marketing Automations

Julius Pergerstraat 33, 1087 KN Amsterdam, Netherlands

Effective Date: September 18, 2025

1. Introduction

These Terms and Conditions ("Terms") govern your use of services provided by ESO Marketing Automations ("Company," "we," "us," or "our"). By engaging our services, you ("Client," "you," or "your") agree to be bound by these Terms.

2. Definitions

"Services" means AI voice services, system integrations, consulting, and support provided by the Company.

"Deliverables" means any work product created or delivered including AI voice system setup, integrations, and training materials.

"Client Content" means all information provided by Client including text, audio, treatment details, pricing lists, and schedules.

"Technology Stack" refers to the third-party platforms used to deliver our services, including but not limited to VAPI, n8n, CorePractice, Meta, Contabo, Cloudflare, Twilio, and OpenAI.

3. Services Provided

3.1 Voice AI Services

  • • 24/7 AI voice assistant with natural conversational abilities
  • • Inbound and outbound call handling
  • • Appointment booking, reminders, and cancellations
  • • Direct integration with Practice Management Systems (PMS)
  • • Real-time call recordings and transcripts
  • • Intelligent call routing and escalation
  • • Dedicated support and monitoring

3.2 Service Availability

While we strive for continuous service availability, we do not guarantee 100% uptime due to maintenance, updates, or third-party service dependencies.

4. Client Responsibilities

You agree to:

  • • Provide accurate and current practice information
  • • Ensure staff cooperation during setup and training
  • • Respond promptly to our communications (daily responsiveness required during integration)
  • • Maintain secure access to your Practice Management System
  • • Verify accuracy of all shared practice data
  • • Comply with applicable healthcare and privacy regulations

5. Payment Terms

5.1 Service Fees

  • • Initial 4-week period: AUD $4,000 (or as individually agreed)
  • • Subsequent 4-week cycles: AUD $2,000 (or as individually agreed)
  • • Fees are invoiced at the start of each billing cycle
  • • Payment due within 7 calendar days of invoice date

5.2 Payment Method

All payments processed through Stripe using debit or credit card.

5.3 Third-Party Usage Costs

You are responsible for third-party service costs:

  • • Twilio: approximately AUD $0.12 per minute
  • • OpenAI, VAPI, and transcription: approximately AUD $0.15-$0.19 per minute

5.4 Late Payments

Late payments may result in service suspension or termination.

6. Term and Termination

6.1 Agreement Term

This Agreement continues on ongoing 4-week billing cycles until terminated.

6.2 Termination by Client

You may terminate at any time with written notice. Fees for the current billing cycle remain due in full.

6.3 Termination by Company

We may terminate immediately for:

  • • Non-payment of fees
  • • Provision of false information
  • • Conduct damaging to our reputation
  • • Breach of these Terms

6.4 Effect of Termination

Upon termination, access to services will cease, but your obligations regarding confidentiality and data security continue.

7. Performance and Disclaimers

7.1 Best Efforts

We will use commercially reasonable efforts to deliver high-quality services but do not guarantee:

  • • Minimum return on investment (ROI)
  • • Specific patient numbers or revenue increases
  • • Uninterrupted service availability

7.2 External Factors

Service outcomes depend on factors outside our control, including client responsiveness, staff performance, and market conditions.

8. Intellectual Property

8.1 Company IP

We retain all rights to our AI technology, software, workflows, algorithms, and methodologies.

8.2 Client Content

You retain ownership of all content and information you provide.

8.3 Confidentiality

Both parties agree to maintain confidentiality of proprietary information and trade secrets.

9. Data Security and Privacy

9.1 Data Processing

We process your data solely to provide contracted services and comply with applicable privacy laws.

9.2 Security Measures

We implement industry-standard security practices but rely on third-party platforms that maintain their own security standards.

9.3 Data Breach Liability

Our liability for data breaches is limited to incidents arising directly from our negligence. We are not liable for security incidents within third-party platforms when we have not been negligent in configuration or use.

10. Limitation of Liability

10.1 Maximum Liability

Our total liability shall not exceed the fees you have paid under this agreement.

10.2 Excluded Damages

We are not liable for indirect, incidental, consequential, or punitive damages.

10.3 Third-Party Services

We are not responsible for failures, security breaches, or issues arising from third-party services in our technology stack.

11. Indemnification

You agree to indemnify us against claims arising from:

  • • Your use of the services
  • • Your breach of these Terms
  • • Your violation of applicable laws
  • • Content you provide to us

12. Compliance and Legal Requirements

12.1 Healthcare Compliance

You are responsible for ensuring our services comply with applicable healthcare regulations in your jurisdiction.

12.2 License and Permits

You warrant that you have all necessary licenses and permits to operate your practice and use our services.

13. Service Modifications

We reserve the right to:

  • • Modify or update our services with reasonable notice
  • • Update these Terms with 30 days' notice
  • • Discontinue services with reasonable notice

14. Force Majeure

We are not liable for delays or failures due to circumstances beyond our reasonable control, including natural disasters, government actions, or third-party service failures.

15. Dispute Resolution

15.1 Governing Law

These Terms are governed by the laws of the Netherlands.

15.2 Jurisdiction

Disputes shall be resolved in the courts of the Netherlands.

15.3 Mediation

Parties agree to attempt mediation before pursuing litigation.

16. General Provisions

16.1 Entire Agreement

These Terms constitute the complete agreement between the parties.

16.2 Severability

If any provision is unenforceable, the remainder of these Terms remains in effect.

16.3 Assignment

You may not assign these Terms without our written consent.

16.4 Waiver

Failure to enforce any provision does not constitute a waiver of that provision.

17. Contact Information

For questions about these Terms, contact us at:

ESO Marketing Automations

Julius Pergerstraat 33, 1087 KN Amsterdam, Netherlands

Email: [Contact Email]

Phone: [Contact Phone]

18. Acknowledgment

By using our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.