This Master Services Agreement (“Agreement” or “MSA”) sets out the terms under which Intavia LTD, Charilaou Xyloforou 13, Agios Athanasios, 4103, Limassol, Cyprus (“Provider”, “we”, “us”, “our”) provides Services to any customer who signs an Order Form or uses the Services (“Customer”, “you”). This MSA, together with any Order Forms and the DPA, forms a binding Agreement. Use of the Services, and signing of the Order Form constitutes acceptance of this MSA.

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1. Definitions

“Affiliate” means any entity controlling, controlled by, or under common control with a party. “Agreement” means this MSA, the DPA, all Order Forms, and any referenced policies. “Customer Data” means data provided or generated by Customer via the Services, including Personal Data of callers, leads, clients, patients, staff, or other individuals. “Customer Systems” means any systems, telephony providers, CRMs, calendars, booking tools, or infrastructure that Customer owns or controls. “DPA” means the Data Processing Addendum located at:
Data Processing Agreement (DPA) “Documentation” means user guides, instructions, and specifications made available by Provider. “Order Form” means any ordering document signed or accepted by Customer. “Personal Data”, “Processing”, “Controller”, and “Processor” have the meanings given in Data Protection Laws. “Services” means the AI receptionist, call handling, outbound calling (if enabled), integrations, configuration, onboarding, dashboards, logging, and related services as described in the applicable Order Form and Documentation. Any functionality not expressly described in the Order Form or Documentation is excluded. “Sub-Processor List” means the list published at:
Sub-Processors

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2. Structure of the Agreement

If there is a conflict, the documents apply in this order:

1. The Order Form
2. Specific Addenda (e.g., Outbound Calling Addendum, SLA)
3. The Data Processing Addendum (DPA)
4. This MSA

This Agreement supersedes prior agreements relating to the Services, but does not supersede the DPA, Order Forms, or applicable addenda which together form part of this Agreement.

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3. Services

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3.1 Provision of Services

Provider will provide the Services described in the applicable Order Form, using reasonable skill and care.

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3.2 AI Output Limitations

The Services use machine-learning and generative AI technologies. Accordingly:

• AI outputs may be inaccurate, incomplete, or inappropriate.
• Provider does not warrant the accuracy of any AI-generated content.
• Customer remains responsible for reviewing, validating, and supervising outputs.
• Customer remains the data controller and is responsible for all instructions, prompts, data, and configurations used by or provided to the AI.

Customer agrees not to rely on AI Outputs as the sole source of truth for business, legal, medical, or safety-critical decisions.

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3.3 Third-Party Dependencies

The Services rely on third-party providers for telephony, AI infrastructure, hosting, and related functionality. Provider is not liable for outages or failures caused by such providers but will use reasonable efforts to minimise disruption. Provider may replace or change third-party providers at any time, provided such changes do not materially reduce overall functionality.

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3.4 No Professional Advice

The Services do not provide:

• medical, dental, chiropractic, aesthetic, or health advice
• legal advice
• financial advice
• regulated professional recommendations

AI may generate statements that appear to be professional advice; Customer agrees such outputs are non-advisory and must not be treated as professional guidance. Customer must ensure scripts, flows, and instructions are clinically and legally appropriate.

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4. Trials, Setup, and Go-Live

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4.1 Free Trials

If a trial is offered:

• duration is specified in the Order Form (typically 14 days);
• Customer may cancel anytime during the trial;
• if not cancelled, the subscription begins automatically.

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4.2 Setup Services

Setup includes configuration, workflow design, integrations, tuning, and testing. Setup fees are:

• due upfront
• refundable only if Provider materially fails to deliver the setup as expressly described in the Order Form
• separate from subscription fees

If Customer later substantially changes their systems, additional setup fees may apply.

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4.3 Pilot → Standard Contract Transition (High-Tier)

For high-tier/custom plans:

• initial pilot stage may have a 30-day notice period
• after Customer approves the pilot, the notice period becomes 90 days or as stated in the Order Form

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5. Customer Responsibilities

Customer must:

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(a) Compliance & Legal Duties

• Comply with all applicable laws (GDPR, PECR, TCPA if applicable).
• Obtain caller consent for call recordings where required.
• Ensure legality of outbound calling and contact lists.
• Ensure sector-specific compliance (healthcare, dental regulations, etc.).
• Ensure accuracy of all business hours, pricing, staff information, service lists, emergency procedures, and any factual content provided to the AI.

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(b) Telephony & Technical Configuration

• Configure call forwarding correctly.
• Ensure their telephony provider supports forwarding.
• Maintain Customer Systems in working order.

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(c) Instructions to the AI

Customer is solely responsible for:

• scripts, prompts, and flows they configure;
• accuracy of business information;
• ensuring instructions do not cause unlawful or incorrect outputs.

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(d) Integrations

Customer must ensure Customer Systems (CRM, calendar, booking system) are accessible and functional.

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(e) Prohibited Use

Customer shall not:

• use Services for unlawful purposes;
• provide harmful, misleading, or illegal instructions;
• use the Services to engage in automated calling, robocalling, or spam-like behaviour.

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6. Fees and Payment

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6.1 Subscription Fees

Subscription fees are billed monthly in advance.

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6.2 Usage Fees

Usage fees (minutes, outbound calling, overages) are billed:

• in arrears; or
• on the next invoice cycle

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6.3 Late Payments

If payment fails:

• retries occur over 7 days
• notice issued
• services may be suspended at 14 days
• interest may be charged at 4% above Bank of England base rate

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6.4 Price Changes

Provider may update pricing with 30 days’ notice.
Price changes take effect at the start of the next billing cycle following the notice period.

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7. Term, Termination & Suspension

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7.1 Term

The Agreement begins when Customer signs an Order Form or uses the Services.

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7.2 Cancellation & Notice

• Standard: 30 days
• High-tier/custom: 90 days after pilot phase

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7.3 Termination for Cause

Either party may terminate for material breach unresolved for 14 days. Provider may immediately suspend or terminate if Customer:

• violates telemarketing laws
• misuses AI
• poses a security risk
• misuses outbound calling

Provider may also immediately suspend the Service if Customer’s telephony setup, forwarding configuration, or integrations create service disruption, excessive load, or risk to Provider’s systems.

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7.4 Effect of Termination

Upon termination:

• Services cease
• Customer Data retained for 90 days then deleted/anonymised
• unpaid fees remain payable

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8. Data Protection

See our Data Processing Agreement (DPA) and Sub-Processors.

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9. Intellectual Property

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9.1 Provider IP

Provider owns all:

• software, algorithms, models
• system logic, call flow structures, workflow designs
• tools, scripts, and dashboards
• documentation

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9.2 Custom Flows & Collaborative Work

Provider owns the logic, flow structure, and implementation of any custom flows or scripts created, even if based on Customer instructions. Customer retains ownership of the underlying business information they provide, and receives a licence to use the implemented flows solely within the Services.

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9.3 Customer Data

Customer retains ownership of Customer Data.
Provider may process Customer Data solely to provide the Services.

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10. Confidentiality

Mutual confidentiality applies with standard exceptions.

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11. Warranties & Disclaimers

Provider warrants Services will be delivered with reasonable skill and care. Provider does not guarantee:

• uninterrupted service
• accuracy of AI outputs
• business/financial outcomes
• long-term functionality of integrations
• compatibility with all telephony or VoIP systems

The Services are provided “as is”.

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12. Indemnification

Customer shall indemnify, defend, and hold harmless Provider from claims arising from:

• unlawful outbound calling
• data misuse
• incorrect business information
• Customer System failures
• violation of telemarketing laws
• breach of this Agreement or the DPA
• misuse of AI

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12.1 AI Output Indemnity

Customer shall indemnify Provider for any claim arising from AI outputs that reflect, extend, or rely upon Customer-provided data, instructions, prompts, configurations, or business information.

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13. Limitation of Liability

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13.1 Liability Cap

Provider’s total liability is limited to the fees paid by Customer in the 1 month prior to the claim, unless a higher cap is specified in the Order Form.

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13.2 Exclusions

Provider is not liable for:

• revenue loss
• business loss
• data loss
• telephony outages
• Sub-Processor failures
• AI inaccuracies
• emergency misrouting
• indirect or consequential damages

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13.3 Uncapped Liability

Not limited for:

• fraud
• death/personal injury caused by negligence
• misuse of data in violation of the DPA

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14. Changes to Services & Terms

Provider may modify the Services.
Material reductions require 30 days’ notice.
Non-material changes require no notice. Provider may update this MSA with 30 days’ notice.

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Contact us

Email: loic@intavia.ai
Controller: Intavia LTD
Registered address: Charilaou Xyloforou 13, Agios Athanasios, 4103, Limassol, Cyprus