Terms of Service

Last updated: 11 July 2025

0. Definitions

• Lead means a contact record supplied by the Client for messaging.
• Qualified Lead means a Lead that responds and meets the agreed qualification rules in writing.
• Appointment means a booking created in the Client calendar via the Service Provider system with valid contact details and confirmed time zone. No-shows and cancellations are not counted unless agreed otherwise. Where an appointment-based payment model applies (see Section 4A), the treatment of no-shows is governed by that section.
• Pilot means the initial engagement described in Section 11.
• Messaging Costs means carrier, SMS, MMS, and telephony fees charged by third parties such as ClickSend and Twilio.

1. Scope of Work

• Automated SMS outreach to old contacts from the Client database.
• Messaging delivered via third-party platforms such as ClickSend or Twilio.
• Messaging Costs are borne by the Client.
• Technical setup, monitoring, and weekly summary reporting during the Pilot.
• One messaging flow per campaign, up to two iterations in the Pilot.
• Integration with one CRM and one calendar.

1A. Client Responsibilities

• Provide only Leads with valid, documented consent to receive electronic marketing under applicable law.
• Provide timely access to required systems, calendars, CRMs, DNS records, and suppression lists.
• Approve messaging flows and compliance language in writing before launch.
• Do not alter or restart campaigns without the Service Provider written approval.
• Honor opt-out requests across Client systems within 2 business days.

1B. Out of Scope and Changes

Requests outside the Scope of Work will be quoted separately. Changes to approved flows after launch may incur a change fee and timeline adjustments.

2. Data Ownership and Confidentiality

• The Client retains ownership of all customer data and contact lists provided.
• The Service Provider retains ownership of its software, prompts, scripts, messaging flows, and related intellectual property.
• Both parties will keep all non-public business information confidential.
• Suppression lists and opt-out data generated by the Service Provider will be provided to the Client and must be integrated by the Client into its systems.
• Subject to the DPA at /dpa.
• Text Messaging Data Protection: No mobile information will be used for marketing or promotional purposes outside of the agreed services. Text messaging originator opt-in data and consent will not be disclosed except to aggregators and providers of Text Message services necessary to deliver messages.

2A. Data Processing and Security

• The Service Provider processes Client personal data as a processor only to deliver the services.
• Sub-processors include hosting and messaging vendors such as Vercel, Twilio, ClickSend, Supabase, Google, and related tooling. The list may be updated with notice. These sub-processors are used solely to deliver the contracted services.
• Reasonable technical and organisational measures will be used. No method is 100 percent secure.
• Retention. Pilot conversation logs and message metadata are kept up to 90 days after termination, then deleted or anonymised except where law requires longer retention.
• Data subject requests will be reasonably assisted. Additional effort may be billed.

2B. SMS and Text Messaging Data Protection

• No Marketing Use: No mobile information collected through our services will be used for marketing or promotional purposes beyond the scope of services agreed with the Client.
• Opt-In Data Protection: Text messaging originator opt-in data and consent will not be disclosed to any parties, except for aggregators and providers of the Text Message services necessary to deliver messages.
• Limited Disclosure: Mobile information may only be disclosed to subcontractors providing customer service support, and only as necessary to deliver the contracted services.
• Opt-Out Compliance: All opt-out requests (STOP messages) will be honoured within the timeframes required by applicable law and carrier guidelines.

2C. SMS Terms of Service

WhiteHorse AI SMS Notifications

By opting in, you agree to receive SMS notifications, alerts, and updates related to your enquiries and our services.

You can cancel the SMS service at any time. Simply text "STOP" to the shortcode. Upon sending "STOP," we will confirm your unsubscribe status via SMS. Following this confirmation, you will no longer receive SMS messages from us. To rejoin, sign up as you did initially, and we will resume sending SMS messages to you.

If you experience issues with the messaging program, reply with the keyword HELP for more assistance, or reach out directly to alex@whitehorseai.ai.

Carriers are not liable for delayed or undelivered messages.

As always, message and data rates may apply for messages sent to you from us and to us from you. Message frequency varies. For questions about your text plan or data plan, contact your wireless provider.

For privacy-related inquiries, please refer to our Privacy Policy.

3. Compliance

• The Client warrants that all Leads have appropriate consent to receive electronic communications under applicable laws including the Spam Act 2003 and Privacy Act 1988 with the Australian Privacy Principles.
• If the Client targets US recipients, the Client must cooperate with 10DLC registration and comply with TCPA, CTIA, and carrier rules. Unregistered or prohibited traffic may be blocked and remains the Client liability.
• The Service Provider will include opt-out instructions where required.
• The Client will provide written proof of consent within 3 business days upon request.
• The Service Provider accepts no liability for compliance breaches relating to underlying data or consent.

4. Payment, Billing and Taxes

• Fees. The Client will pay the Pilot fee and any ongoing fees as shown in the Stripe checkout. Messaging Costs are charged to the Client at cost or as otherwise stated. Fees will have been discussed and agreed prior to payment.
• Performance Fee. If the client has agreed to a performance based fee, the Client will be charged said fee on a weekly basis.
• Authorisation. By completing the Stripe checkout, the Client authorises WhiteHorse AI and Stripe to charge the selected payment method for one-off and, if selected, recurring fees.
• Taxes. Fees include GST unless stated. GST will be added where applicable.
• Invoicing. Recurring fees are billed in advance. Usage or overages are billed in arrears.
• Late payment. Overdue balances may accrue interest at 1.5 percent per month or the maximum allowed by law. Services may be paused after 7 days overdue.
• Chargebacks. If the Client initiates a chargeback, services may be suspended. The Client is responsible for processor fees if resolved in the Service Provider favor.

4A. Appointment-Based Payment Model

• Where both parties agree in writing to an appointment-based payment model, the per-appointment rate will be mutually determined by WhiteHorse AI and the Client and documented in the applicable service agreement.
• Completed appointments and calls booked through the Service Provider system will be charged at the agreed per-appointment rate.
• No-shows. If a prospect fails to attend a booked appointment, the appointment is still deemed completed and will be charged at the agreed rate. The Client acknowledges that the Service Provider's obligation is to generate and book the appointment; prospect attendance is outside the Service Provider's control.
• The appointment-based payment model is an alternative to the standard monthly retainer. The applicable model, rates, and billing frequency will be specified in the service agreement or Stripe checkout.

5. Intellectual Property and Portfolio

• The Service Provider owns all software, prompts, flows, templates, and tooling created or used to deliver the services. The Client receives a non-exclusive licence to use outputs for internal business purposes during the term.
• Unless the Client opts out in writing, the Service Provider may reference the Client name and logo and anonymised performance metrics in portfolios and sales materials.

6. Service Levels and Support

Business hours support is Monday to Friday, 9:00 to 5:00 AEST, excluding NSW public holidays. Target response time is one business day. No service credits apply.

7. Warranties and Indemnities

• Each party warrants it has the right to enter this Agreement.
• Client indemnity. The Client will indemnify and hold harmless the Service Provider and its personnel from claims, fines, and costs arising from Client data, lack of consent, unlawful messaging content, or breaches of law caused by the Client.
• Service Provider indemnity. The Service Provider will indemnify the Client against third-party claims that the Service Provider proprietary tools used as provided infringe IP rights, provided the Client notifies promptly and allows control of defence.

8. Limitation of Liability

To the fullest extent permitted by law, the Service Provider is not liable for lost profits, loss of revenue, loss of goodwill, or indirect or consequential damages. The Service Provider total aggregate liability for all claims in any 12 month period is capped at the fees actually paid by the Client for the services giving rise to the claim in the 3 months preceding the event.

9. Term, Renewal, Termination and Suspension

• Pilot Term. The Pilot starts on payment and ends when the stated Lead volume is processed or on the Pilot end date shown at checkout, whichever occurs first. Minimum Pilot window is 14 days.
• Renewal. Ongoing services renew monthly until cancelled.
• Termination for convenience. Either party may terminate ongoing services on 14 days notice. Fees already paid are not refundable.
• Termination for cause. Either party may terminate if the other materially breaches and fails to cure within 10 days of notice.
• Suspension. Services may be suspended for non-payment, suspected unlawful activity, or platform abuse.

10. Public Policy and Acceptable Use

No promotion of illegal products, hate speech, harassment, or deceptive claims. Carriers may filter content at their discretion. The Service Provider may refuse content that risks compliance or deliverability.

11. Notices

Notices are effective when sent by email to the contacts listed at checkout or via the client portal.

12. Assignment

The Client may not assign this Agreement without consent. The Service Provider may assign to an affiliate or in connection with a merger or sale.

13. Governing Law and Dispute Resolution

This Agreement is governed by the laws of New South Wales, Australia. The parties will first attempt to resolve disputes in good faith within 20 days before commencing proceedings. Venue is the courts of New South Wales.

14. Entire Agreement and Order of Precedence

This Agreement, the Data Processing Agreement, and the Stripe checkout form the entire agreement. If there is a conflict, the Stripe checkout commercial terms control for pricing and quantities, then this Agreement, then the DPA.

15. Electronic Acceptance

By clicking Pay or similar in Stripe, the Client agrees to these terms and confirms authority to bind the Client entity.