Terms & Conditions

These Terms & Conditions (“Terms”) govern your access to and use of the website and services provided by Nexphase Digital (“Nexphase Digital,” “we,” “us,” or “our”).

These Terms apply to website use and general service interactions. If you purchase, approve, pay for, or use paid Nexphase Digital services, additional service-specific terms, proposals, invoices, payment links, order forms, Client Service Agreements, and policies may also apply.

If you do not agree to these Terms, you should not use our website or services.

1. About Nexphase Digital

Nexphase Digital provides productized, done-for-you managed digital services for phone-driven local businesses.

Our services may include AI receptionist services, missed call capture, lead capture, appointment or callback booking, review request workflows, landing pages, forms, dashboards, reporting, automations, messaging workflows, integrations, setup, support, monitoring, consulting, and related Nexphase-managed services.

We may offer different packages, products, subscriptions, custom projects, add-ons, upgrades, or service plans from time to time.

2. Definitions

For the purposes of these Terms:

“Client,” “you,” or “your” means the business, organization, individual, or representative purchasing, using, accessing, or interacting with Nexphase Digital services.

“Managed Digital Services” or “Nexphase-managed services” means any setup, implementation, hosting, configuration, automation, communication, marketing, lead capture, review management, website, landing page, form, calendar, phone, messaging, reporting, support, monitoring, consulting, or related service provided, configured, hosted, or managed by Nexphase Digital.

“Service Plan” means the specific service package, subscription, project, add-on, upgrade, or custom arrangement purchased or approved by the Client.

“Nexphase-managed platform” means the platform access, dashboards, configured systems, workflows, automations, phone or messaging systems, reporting views, hosted components, integrations, and service infrastructure provided, configured, hosted, or managed by Nexphase Digital as part of a Service Plan.

“Nexphase Assets” means Nexphase Digital’s pre-existing materials, methods, templates, prompts, workflows, automations, scripts, call flows, forms, calendars, booking flows, dashboards, software configurations, phone or messaging configurations, review systems, integrations, designs, copy structures, processes, documentation, know-how, service infrastructure, and other systems or assets used to provide managed services, except for Client Materials or deliverables expressly assigned to the Client in writing after full payment.

“Client Materials” means materials provided by the Client, such as logos, trademarks, business names, brand assets, photos, videos, customer lists, lead information, business information, product or service information, pricing, offers, existing content, and domain names owned by the Client.

“Client-owned Data” means available business data, customer data, lead records, contact records, form submissions, appointment records, call summaries, and similar records collected through the services for the Client’s business, excluding Nexphase Assets, third-party platform infrastructure, internal notes, and proprietary configurations.

“Third-party technology providers” means third-party platforms, software, service providers, hosting systems, phone providers, messaging providers, payment processors, AI providers, transcription providers, automation tools, analytics tools, calendar tools, review platforms, domain providers, email providers, and other external tools or providers used to operate or deliver the services.

3. Services Covered by These Terms

Nexphase Digital’s Managed Digital Services may include, but are not limited to:

• AI receptionist services
• Missed Call Capture services
• Missed-call follow-up systems
• Call summaries, transcripts, and notifications
• Lead capture systems
• Appointment or callback booking systems
• Landing pages, websites, forms, or funnels
• Calendars and booking flows
• Customer review request systems
• Email, SMS, phone, or voicemail workflows
• Pipeline or contact management setup
• Marketing automation
• Reporting dashboards
• Nexphase-managed platform access
• Software configuration
• Third-party integrations
• Ongoing support, monitoring, and management
• Add-ons, upgrades, custom work, or related services

The specific features, pricing, setup requirements, support level, billing terms, usage allowances, and deliverables for your Service Plan will be shown on the applicable website page, proposal, invoice, checkout page, payment link, order form, Client Service Agreement, or written communication.

4. Business Use Only

Nexphase Digital’s services are intended for business and commercial use. By purchasing or using our services, you confirm that you are using the services for business purposes and that you have authority to act on behalf of the business or organization you represent.

5. Acceptance of Service Terms

You may accept these Terms by using our website, submitting a contact form, booking a call, approving a proposal, paying an invoice, completing a checkout, using a payment link, starting a subscription, signing a Client Service Agreement, approving a service order, providing access or information for service setup, or continuing to use our services after these Terms are made available.

If you are accepting these Terms on behalf of a business or organization, you confirm that you have authority to bind that business or organization to these Terms.

6. Service Plans, Proposals, and Scope

Each Service Plan may include different features, limits, pricing, support levels, setup requirements, timelines, usage allowances, and billing terms.

Only the services specifically included in your Service Plan, proposal, invoice, checkout page, order form, Client Service Agreement, or written agreement are included.

Any service, feature, integration, customization, migration, transfer, support request, urgent request, client-caused issue, third-party support request, or additional work not expressly included may require separate written approval and additional fees.

Nexphase Digital may refuse, limit, or modify any requested work that is outside the agreed scope.

7. Changes to Services

Nexphase Digital may update, improve, replace, modify, suspend, or discontinue certain features, tools, workflows, platforms, third-party providers, or service components from time to time.

We may also change how services are delivered if needed due to technical requirements, third-party platform changes, compliance requirements, provider limitations, security concerns, operational needs, or business reasons.

For active clients, we will make reasonable efforts to provide notice where practical and avoid unnecessary disruption to active client services.

8. Client Responsibilities

The Client is responsible for:

• Providing accurate, complete, and timely business information
• Providing required content, approvals, access, and instructions
• Reviewing service setup, drafts, workflows, and outputs
• Ensuring business information, pricing, offers, claims, service details, escalation contacts, call-handling rules, calendar availability, and business hours are accurate and up to date
• Maintaining access to accounts, domains, emails, phone numbers, calendars, and platforms owned by the Client
• Ensuring the Client has the legal right to use any materials provided to Nexphase Digital
• Ensuring customer communications, SMS, email, phone, voicemail, review requests, and follow-up workflows comply with applicable laws and platform policies
• Approving any caller notices, transcription notices, recording notices, privacy notices, or consent language used for the Client’s business
• Responding to reasonable requests from Nexphase Digital in a timely manner
• Paying all fees when due

Nexphase Digital is not responsible for delays, errors, missed opportunities, failed launches, service limitations, privacy issues, or performance issues caused by inaccurate information, missing information, late approvals, lack of access, client-side issues, client changes, or failure to cooperate.

9. Client Materials

The Client retains ownership of Client Materials they provide to Nexphase Digital.

By providing Client Materials to Nexphase Digital, the Client grants us a non-exclusive, worldwide, royalty-free license to use, copy, edit, display, publish, transmit, and otherwise process those materials as needed to provide, support, secure, improve, and document the services.

The Client confirms that they have the necessary rights, permissions, licenses, and authority to provide Client Materials to Nexphase Digital and to allow us to use them for the services.

The Client is responsible for the accuracy, legality, and appropriateness of all Client Materials.

10. Client-Owned Data

The Client retains ownership of available Client-owned Data, subject to applicable law, third-party platform rules, account status, technical availability, and these Terms.

Client-owned Data may include available lead records, contact records, form submissions, appointment records, call summaries, review request records, basic customer information, and similar business data collected through the service.

Ownership of Client-owned Data does not mean that every data point, field, log, transcript, recording, workflow, configuration, dashboard, platform record, or third-party system item can be exported, transferred, preserved, or recovered.

11. Nexphase Assets and Ownership

Unless otherwise agreed in writing, all Nexphase Assets are owned, controlled, licensed, or managed by Nexphase Digital.

Unless otherwise agreed in writing, Nexphase Assets are provided as part of an ongoing managed service and are not sold as standalone deliverables.

The Client is paying for access to and management of the applicable Service Plan during the active paid billing period. The Client is not purchasing ownership of every system, configuration, workflow, prompt, template, automation, dashboard, phone setup, platform component, or asset used to deliver the service.

12. Limited Use Rights During Active Service

During an active paid Service Plan, Nexphase Digital grants the Client a limited, revocable, non-exclusive, non-transferable license to use the Nexphase Assets included in the Client’s Service Plan solely for the Client’s own business operations.

This license exists only while the Client’s Service Plan is active, paid, and in good standing. The Client may not copy, resell, sublicense, transfer, reverse engineer, duplicate, rebuild, extract, or commercially exploit Nexphase Assets outside the active Service Plan unless Nexphase Digital gives written permission.

13. Client Platform Access

Clients do not receive full or administrative platform access by default. Platform access, if provided, is limited to the role, dashboard, report, portal, feature, and duration included in the Client’s active Service Plan or separately approved by Nexphase Digital.

Nexphase Digital may provide temporary access during setup, phone number registration, calendar connection, integration approval, troubleshooting, or other limited purposes when needed. Temporary access may be removed when no longer needed.

If Nexphase Digital agrees to provide ongoing platform access, that access may be limited, role-based, revocable, non-transferable, and subject to additional terms. Platform access does not transfer ownership of the underlying platform, infrastructure, automations, workflows, templates, prompts, phone systems, dashboards, configurations, or third-party technology accounts.

The Client is responsible for any changes, deletions, disruptions, configuration errors, broken workflows, data changes, access issues, or service issues caused by the Client or its users through platform access.

14. No Automatic Transfer After Cancellation

Cancellation, termination, non-renewal, or failed payment does not transfer ownership of Nexphase Assets to the Client.

Upon cancellation, termination, failed payment, unresolved non-payment, or non-renewal, the Client’s access to Nexphase-managed services, Nexphase-managed platform access, Nexphase Assets, active workflows, automations, phone systems, messaging systems, dashboards, reports, integrations, hosted pages, and other service components may be disabled, removed, disconnected, paused, or discontinued.

The Client may not continue using Nexphase Assets after cancellation unless Nexphase Digital agrees in writing.

15. Asset Transfers, Buyouts, or Migrations

Nexphase Digital may, at its discretion, offer a paid transfer, migration, rebuild, export, licensing arrangement, or buyout option for certain assets.

Nexphase Digital is not required to sell, transfer, migrate, license, or release Nexphase Assets unless a separate written agreement says otherwise.

Any transfer, migration, rebuild, export, licensing arrangement, or buyout must be agreed to separately in writing and may be subject to additional fees.

Nexphase Digital may decline a transfer, migration, rebuild, export, licensing, or buyout request where the requested transfer is not included in the Service Plan, is technically impractical, depends on third-party restrictions, creates security or compliance risk, involves unpaid balances, or would require work outside the agreed scope.

16. Phone Numbers and Phone Systems

Client-owned phone numbers remain Client-owned. If the Client forwards calls from a Client-owned number to a Nexphase-managed system, the Client remains responsible for maintaining ownership, carrier account access, and service for that number.

Phone numbers purchased, registered, provisioned, or managed through Nexphase Digital or Nexphase-managed providers are managed as part of the Service Plan and, unless otherwise agreed in writing, belong to or are controlled by Nexphase Digital or its applicable providers.

Nexphase Digital does not guarantee that Nexphase-provisioned numbers, call routing, phone infrastructure, or messaging infrastructure can be transferred, ported, sold, or continued after cancellation. Post-cancellation porting, migration, forwarding changes, or phone-system work may be unavailable or billed separately.

17. Domains

Where possible, the Client should own and control its own domain name. If the Client owns its domain name, cancellation of Nexphase Digital services does not change ownership of that domain.

If Nexphase Digital assists with connecting, configuring, or managing a Client-owned domain, that assistance is part of the managed service and may end upon cancellation.

If Nexphase Digital purchases, registers, renews, or manages a domain on behalf of a Client, ownership, renewal, transfer, and access terms must be agreed to separately in writing. Unless otherwise agreed in writing, domain transfer assistance, DNS changes, migration support, technical troubleshooting, and related work after cancellation may be billed separately.

18. Data and Data Export

Upon timely written request, Nexphase Digital may provide a reasonable export of available Client-owned Data where technically available, legally permitted, reasonably accessible, and supported by the relevant third-party technology providers.

Data export requests must be submitted within 30 days after cancellation or termination unless otherwise agreed in writing.

Nexphase Digital is not required to provide exports of proprietary templates, prompts, workflows, automations, scripts, designs, software configurations, dashboards, platform infrastructure, internal notes, or systems used to deliver the managed service.

Export, migration, transition, or transfer assistance may require account good standing, payment of outstanding balances, identity verification, and payment of reasonable export, migration, support, or third-party fees. Nexphase Digital is not responsible for preserving, exporting, or recovering data after the 30-day export request window unless otherwise agreed in writing or required by law.

19. Third-Party Platforms and Providers

Nexphase Digital may use third-party technology providers to deliver the services. Third-party platforms may have their own terms, policies, fees, limitations, outages, restrictions, and compliance requirements.

Nexphase Digital is not responsible for third-party platform downtime, outages, policy changes, account suspensions, feature changes, billing changes, data loss, rejected messages, failed calls, failed automations, rejected reviews, search ranking changes, advertising disapprovals, provider decisions, or other issues outside our reasonable control.

Where possible, Nexphase Digital will disclose required third-party costs before billing or passing them on to the Client, but some provider or usage-based costs may be incurred automatically based on actual use.

20. Payments and Billing

The Client agrees to pay all fees associated with the applicable Service Plan, proposal, invoice, checkout page, payment link, order form, Client Service Agreement, or written agreement.

Fees may include one-time setup fees, onboarding fees, implementation fees, monthly recurring service fees, custom project fees, add-on fees, upgrade fees, usage-based fees, third-party costs, platform fees, phone number fees, call minute fees, SMS or messaging fees, AI usage fees, transcription fees, support fees, transfer fees, migration fees, buyout fees, and taxes where applicable.

Payments may be processed by Stripe or another third-party payment processor. By providing payment information, the Client authorizes Nexphase Digital or its payment processor to charge the applicable fees according to the agreed billing schedule.

21. Recurring Billing

If the Client purchases a recurring Service Plan, the Client authorizes Nexphase Digital or its payment processor to charge the Client’s payment method on a recurring basis until the Service Plan is cancelled in accordance with the Refund & Cancellation Policy.

Recurring billing dates, amounts, and renewal schedules may be shown on the checkout page, invoice, payment link, proposal, Client Service Agreement, or other written agreement. The Client is responsible for keeping payment information up to date.

22. Billing Start Date

Unless the applicable service order, invoice, checkout page, proposal, Client Service Agreement, or written agreement states otherwise, setup fees are due upfront and monthly service fees begin at checkout, signing, payment, or subscription start, not necessarily at public launch.

23. Taxes

Fees may be subject to applicable taxes, including sales tax, HST, GST, or other taxes depending on the Client’s location and the services provided. Unless otherwise stated, listed prices do not include applicable taxes. The Client is responsible for paying applicable taxes associated with the services.

24. Usage, Overage, and Third-Party Costs

Service Plans may include usage allowances, limits, fair-use expectations, or pass-through costs for items such as call minutes, phone numbers, SMS, email, AI usage, transcription, hosting, platform features, premium integrations, or third-party services.

Usage beyond included allowances, abnormal usage, custom usage, or provider-imposed costs may be billed separately as disclosed in the Service Plan, invoice, proposal, checkout page, payment link, or written notice.

Nexphase Digital will make reasonable efforts to notify the Client before substantial additional usage charges where practical, but some provider or usage-based costs may be incurred automatically based on actual use.

25. Fee Changes

Nexphase Digital may update pricing, package inclusions, service components, or recurring fees prospectively.

For active recurring Service Plans, Nexphase Digital will provide at least 30 days’ notice before a material increase to the monthly service fee takes effect, unless the change relates to taxes, usage-based charges, pass-through third-party costs, provider-driven cost changes, abnormal usage, or Client-approved add-ons.

If the Client does not agree to a material recurring fee increase, the Client may cancel before the change takes effect under the Refund & Cancellation Policy.

26. Failed Payments and Non-Payment

If a payment fails, Nexphase Digital may notify the Client and retry payment. If payment remains unresolved after 5 calendar days, Nexphase Digital may pause setup work, support, or non-critical service changes. If payment remains unresolved after 7 calendar days, Nexphase Digital may suspend or restrict active services and platform access. If payment remains unresolved after 14 calendar days, Nexphase Digital may terminate the Service Plan and begin offboarding.

Nexphase Digital may suspend, restrict, or terminate services sooner for chargebacks, fraud, abuse, unlawful use, security risk, provider risk, reputational risk, or circumstances that create legal, operational, compliance, or business risk.

The Client remains responsible for all amounts owed for services provided, work performed, billing periods that began before cancellation, third-party costs incurred, and any other approved charges. Suspension or termination does not waive the Client’s obligation to pay outstanding amounts.

27. Refunds and Cancellations

Refunds, cancellations, subscription renewals, cancellation deadlines, non-refundable fees, service access after cancellation, data export requests, and related matters are governed by Nexphase Digital’s Refund & Cancellation Policy, which is incorporated into these Terms by reference.

Unless otherwise agreed in writing: setup fees are non-refundable once work has started; monthly service fees are non-refundable once the billing period has started; cancellation requests must be submitted in writing by email; cancellation requests must be received at least 3 business days before the next renewal date to avoid the next charge; no prorated refunds are provided for partial billing periods; and access to managed services may end after cancellation, termination, failed payment, or non-renewal.

If there is a conflict between these Terms and the Refund & Cancellation Policy regarding refunds or cancellations, the Refund & Cancellation Policy will control for that specific issue.

28. Add-Ons, Upgrades, and Additional Services

The Client may request additional services, upgrades, expanded features, custom work, increased usage, or add-ons after the original Service Plan begins.

Nexphase Digital may approve or refuse such requests at its discretion. Additional services may be approved by written approval, email confirmation, signed service order, accepted proposal, paid invoice, checkout, or payment link, and may be billed as one-time fees, recurring fees, usage-based fees, or custom charges.

Unless otherwise agreed in writing, these Terms and the Refund & Cancellation Policy apply to all add-ons, upgrades, upsells, and additional services.

29. Service Timelines

Any setup timelines, launch estimates, delivery dates, or completion dates provided by Nexphase Digital are estimates unless expressly stated as guaranteed in writing.

Timelines may depend on Client responsiveness, Client approvals, Client content, access to accounts or platforms, third-party platform availability, technical requirements, scope changes, customization needs, payment status, and other factors outside Nexphase Digital’s reasonable control.

Nexphase Digital is not responsible for delays caused by the Client, third-party providers, platform limitations, or events outside our reasonable control.

30. Client Delays and Unresponsiveness

Client delays, missing information, inaccurate business details, delayed approvals, lack of access, changing instructions, or failure to cooperate may delay setup, launch, or ongoing service performance and do not qualify for refunds.

If the Client becomes unresponsive or does not provide required information for more than 30 days, Nexphase Digital may pause the project or service. Fees already paid remain non-refundable unless otherwise agreed in writing.

31. Support

Nexphase Digital provides reasonable support for active paid Service Plans.

Unless otherwise agreed in writing, support is provided during normal business hours, Monday through Friday, Eastern Time, excluding holidays. Nexphase Digital’s target initial response time is within 1 business day, but response times are not guaranteed unless expressly agreed in writing.

Support may include answering questions, troubleshooting, making reasonable adjustments, reviewing issues, and maintaining service components included in the Client’s Service Plan.

Nexphase Digital does not provide 24/7 emergency support unless expressly included in the Service Plan. Nexphase Digital may charge additional fees for support requests that are outside the Client’s Service Plan, require custom work, require urgent turnaround, require third-party support, or relate to Client-caused issues.

32. Service Issues

If the Client experiences a service issue, the Client should contact Nexphase Digital promptly with enough information for us to review the issue, including business name, description of the issue, date and approximate time of the issue, and relevant screenshots, call examples, emails, messages, or other details.

Nexphase Digital will make reasonable efforts to investigate and resolve reported issues. Nexphase Digital’s first remedy for service issues is investigation, correction, troubleshooting, or reasonable re-performance where practical.

Service issues do not automatically qualify for refunds, credits, or damages unless required by law or expressly agreed in writing.

33. AI, Automation, and Technology Limitations

Some Nexphase Digital services may use AI, automation, transcription, phone systems, messaging systems, third-party software, service infrastructure, or other technology.

These systems may occasionally produce errors, delays, inaccurate outputs, missed details, failed messages, misunderstood instructions, incomplete call summaries, imperfect transcripts, failed transfers, failed bookings, or other limitations.

Nexphase Digital does not guarantee that every call, message, automation, summary, transcript, booking, review request, transfer, lead capture event, or customer interaction will be accurate, completed, answered, transferred, or error-free.

The Client is responsible for keeping approved business information, call-handling rules, escalation contacts, availability, offers, pricing, policies, and emergency instructions accurate and up to date.

34. Emergency and High-Risk Use

Nexphase-managed services are not emergency response systems and must not be relied on for 911, emergency dispatch, life-safety, urgent medical, crisis, security alarm, or other time-critical situations.

Unless expressly agreed in writing and legally permitted, the services are not a substitute for licensed professional judgment, emergency services, medical advice, legal advice, financial advice, or regulated professional advice.

The Client is responsible for maintaining appropriate human procedures for urgent, emergency, sensitive, or regulated situations.

35. Human Monitoring

Unless expressly included in the applicable Service Plan, Nexphase Digital does not provide real-time human monitoring of every call, message, automation, transcript, summary, booking, or customer interaction.

Nexphase Digital may review calls, transcripts, summaries, workflows, or outputs when testing, improving services, troubleshooting, or responding to a Client-raised concern, but Nexphase Digital is not responsible for continuously monitoring every interaction.

The Client remains responsible for reviewing important communications, monitoring business operations, and promptly reporting issues.

36. No Guarantee of Results

Nexphase Digital’s services are designed to support business communication, lead capture, follow-up, review requests, automation, and digital operations. However, Nexphase Digital does not guarantee specific business outcomes.

This includes number of leads, number of booked appointments, sales or revenue, conversion rates, search rankings, review volume, star ratings, removal of negative reviews, customer responses, call answer rates, marketing performance, platform performance, or any other business result.

The Client understands that results may depend on many factors outside Nexphase Digital’s control, including market demand, offer quality, pricing, competition, customer behavior, client responsiveness, third-party platforms, and business operations.

37. Review and Reputation Services

If a Service Plan includes review requests, reputation support, customer feedback workflows, or related services, the Client is responsible for ensuring that all review-related activities comply with applicable laws and platform policies.

Nexphase Digital does not guarantee review volume, review quality, star rating, review removal, search ranking, customer response rate, or platform approval.

The Client must not use Nexphase Digital services to request fake reviews, incentivized reviews, biased reviews, misleading reviews, reviews from people who did not have a genuine customer experience, or reviews that violate platform rules.

The Client must not use Nexphase Digital services to discourage negative reviews, selectively solicit only positive reviews, pressure customers to leave specific ratings, or offer incentives in exchange for reviews unless legally permitted and allowed by the applicable platform.

38. Messaging, Email, Phone, and Communication Compliance

If a Service Plan includes SMS, email, phone, voicemail, call handling, missed-call follow-up, review requests, appointment reminders, lead follow-up, or other customer communication services, the Client is responsible for ensuring they have the necessary permissions, consent, legal basis, customer relationship, disclosures, and unsubscribe or opt-out handling required to contact recipients.

The Client is responsible for complying with applicable laws and rules related to commercial electronic messages, SMS and email marketing, call handling, call recording if enabled, telemarketing, customer consent, unsubscribe requirements, privacy, do-not-call rules, industry-specific communication restrictions, and platform-specific communication policies.

Nexphase Digital may refuse, pause, or terminate any communication workflow that we believe may violate applicable laws, third-party policies, or acceptable use standards.

39. Call Data, Transcripts, and Recordings

If a Service Plan includes call handling, call summaries, transcripts, voicemail services, or phone workflows, Nexphase Digital may process call-related information as needed to provide the services.

Call summaries and transcripts may be processed when included in the Service Plan or platform configuration. Full call recordings are generally not offered by default and are processed only if enabled for the applicable Service Plan or configuration.

If call recording or caller notices are enabled or required, Nexphase Digital may help configure the notice as part of the done-for-you setup. The Client remains responsible for approving any notice, consent language, privacy notice, and recording or transcription practice used for the Client’s business and customers.

40. Privacy

Nexphase Digital’s collection, use, disclosure, retention, and protection of personal information is governed by our Privacy Policy.

By using our services, the Client agrees that Nexphase Digital may collect, use, process, store, and disclose information as described in the Privacy Policy and as reasonably necessary to provide the services.

The Client is responsible for ensuring they have the legal right and necessary consent to provide customer, lead, caller, employee, or other personal information to Nexphase Digital for service delivery.

41. Sensitive or Regulated Information

Unless expressly agreed in writing, Nexphase Digital’s services are not designed to collect or process sensitive personal information such as health information, government identification numbers, full payment card data, children’s information, regulated professional information, or other information requiring specialized compliance procedures.

The Client must not configure the services to collect sensitive or regulated information unless Nexphase Digital has agreed in writing to specific handling terms.

42. Confidentiality

Each party may receive confidential or non-public information from the other party. Both parties agree to use reasonable care to protect confidential information and to use it only for purposes related to the services.

Confidential information does not include information that is publicly available, already known without confidentiality obligations, independently developed, or lawfully received from another source.

Nexphase Digital may disclose confidential information to employees, contractors, service providers, payment processors, professional advisors, or third-party platforms as reasonably necessary to provide the services or comply with legal obligations.

43. Security

Nexphase Digital uses reasonable safeguards designed to protect systems and information under our control. However, no system, platform, transmission method, or storage method is completely secure.

Nexphase Digital does not guarantee that unauthorized access, cyber incidents, data loss, service interruptions, or security issues will never occur.

The Client is responsible for maintaining secure access credentials, using strong passwords, protecting its own systems, managing any Client users with platform access, and promptly notifying Nexphase Digital of any suspected unauthorized access or security issue.

44. Acceptable Use

The Client agrees not to use Nexphase Digital services for unlawful, harmful, abusive, deceptive, fraudulent, spammy, unauthorized, emergency, life-safety, or critical-operation purposes.

The Client may not use the services to violate any law, regulation, or third-party right; send unlawful spam or unauthorized messages; harass, threaten, deceive, or exploit others; collect or process personal information unlawfully; promote fake reviews, misleading reviews, or review manipulation; misrepresent products, services, pricing, offers, or business identity; upload or transmit malware, harmful code, or malicious content; interfere with service operation or security; attempt to gain unauthorized access to systems or accounts; use services for emergency response, life-safety, or critical operations; use services for highly regulated activities without proper legal review and compliance procedures; or resell, copy, reverse engineer, or exploit Nexphase Assets without written permission.

Nexphase Digital may refuse, suspend, restrict, or terminate services if we believe the Client has violated this section.

45. Restricted or High-Risk Uses

Nexphase Digital may refuse to provide services for businesses, industries, offers, content, or use cases that we consider high-risk, restricted, unlawful, misleading, harmful, abusive, or unsuitable.

This may include regulated industries, sensitive personal information, health claims, financial claims, legal claims, emergency or security-critical use cases, adult content, prohibited products, misleading marketing, children’s data, illegal activity, or other areas requiring specialized compliance.

Nexphase Digital may make this determination at its discretion and may require custom review or additional written terms before supporting a higher-risk use case.

46. Advertising and Marketing Claims

If Nexphase Digital helps with landing pages, websites, forms, ads, marketing workflows, offers, promotions, or customer communications, the Client is responsible for ensuring all claims, pricing, guarantees, testimonials, disclosures, and offers are accurate, lawful, and not misleading.

Nexphase Digital may assist with copy, structure, strategy, or implementation, but the Client remains responsible for the truthfulness and legality of the Client’s business claims, offers, services, pricing, guarantees, and representations.

47. Third-Party Platform Policies

The Client agrees to comply with applicable third-party platform policies, including policies for review platforms, messaging platforms, email providers, phone providers, payment processors, social media platforms, advertising platforms, domain providers, hosting providers, AI providers, CRM-style systems, and automation tools.

Nexphase Digital is not responsible if a third-party platform rejects, removes, limits, suspends, blocks, changes, or charges for any content, account, message, workflow, automation, review request, website, landing page, ad, integration, or service component.

48. Testimonials, Case Studies, and Portfolio Use

Unless the Client requests otherwise in writing, Nexphase Digital may reference the Client’s business name, public website, public-facing work, general service category, and non-confidential results for portfolio, case study, marketing, or sales purposes.

Nexphase Digital will not intentionally disclose confidential Client information, sensitive results, or imply endorsement in a public case study without permission. The Client may request in writing that Nexphase Digital not use their business name or work in public marketing materials.

49. Feedback

If the Client provides ideas, suggestions, feedback, recommendations, or improvement requests to Nexphase Digital, the Client grants Nexphase Digital permission to use that feedback without restriction or compensation.

Nexphase Digital may use feedback to improve services, develop features, update workflows, modify systems, or create new offerings.

50. Independent Contractor Relationship

Nexphase Digital provides services as an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment relationship, franchise relationship, agency relationship, or fiduciary relationship between Nexphase Digital and the Client.

The Client does not have authority to bind Nexphase Digital, and Nexphase Digital does not have authority to bind the Client except as expressly agreed in writing.

51. Subcontractors and Service Providers

Nexphase Digital may use employees, contractors, subcontractors, vendors, service providers, and third-party technology providers to provide the services.

Nexphase Digital remains responsible for managing its service delivery, subject to the limitations in these Terms.

52. No Professional Advice

Nexphase Digital does not provide legal, financial, accounting, tax, medical, compliance, or other regulated professional advice unless expressly agreed in writing by a qualified professional.

Any information, recommendations, copy, workflows, automation, or strategy provided by Nexphase Digital is for general business and operational purposes. The Client is responsible for obtaining professional advice where needed.

53. Disclaimers

The services are provided on an “as is” and “as available” basis, except as expressly stated in writing.

To the maximum extent permitted by law, Nexphase Digital disclaims all warranties, representations, or conditions not expressly stated in these Terms, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted operation, error-free performance, or specific business results.

Nexphase Digital does not guarantee that the services will be uninterrupted, error-free, secure, compatible with every system, or available at all times.

54. Limitation of Liability

To the maximum extent permitted by law, Nexphase Digital will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost revenue, lost business opportunities, lost data, reputational harm, customer loss, business interruption, missed calls, missed messages, failed transfers, failed bookings, platform outages, or other similar losses.

To the maximum extent permitted by law, Nexphase Digital’s total liability for any claim arising out of or relating to the services will not exceed the amount paid by the Client to Nexphase Digital for the specific Service Plan giving rise to the claim during the three months immediately before the event giving rise to the claim.

Some jurisdictions do not allow certain limitations of liability, so some of these limitations may not apply where prohibited by law.

55. Indemnification

The Client agrees to indemnify, defend, and hold harmless Nexphase Digital from and against any claims, losses, damages, liabilities, costs, expenses, or demands arising out of or related to Client Materials, Client instructions, Client business operations, Client products or services, Client offers, pricing, claims, guarantees, or representations, Client violation of these Terms, Client violation of applicable laws, Client violation of third-party platform policies, unauthorized or unlawful customer communications, review manipulation or improper review requests, privacy, consent, call recording, transcription, messaging, or marketing compliance issues, Client-created platform changes, and the Client’s use or misuse of the services.

56. Suspension and Termination

Nexphase Digital may suspend, restrict, or terminate services if the Client fails to pay amounts owed; a payment is disputed, reversed, charged back, or remains unpaid; the Client violates these Terms or the Refund & Cancellation Policy; the Client fails to provide required information or access; the Client becomes unresponsive; the Client uses the services unlawfully or abusively; the Client creates legal, compliance, security, reputational, provider, or operational risk; a third-party platform restricts or prevents service delivery; or continuing the service is no longer commercially, technically, or legally practical.

Suspension or termination does not waive the Client’s obligation to pay amounts owed.

57. Effect of Termination

Upon cancellation, termination, failed payment, non-renewal, or unresolved non-payment, the Client’s access to the services may end, the Client’s license to use Nexphase Assets may end, hosted pages, workflows, automations, phone systems, messaging systems, review systems, dashboards, integrations, and other service components may be disabled or disconnected, Nexphase Digital may stop providing support, monitoring, hosting, maintenance, and management, and outstanding amounts remain payable.

Data export rights, if any, are subject to these Terms, the Refund & Cancellation Policy, account status, technical availability, and third-party platform limitations.

Sections intended to survive termination will continue to apply, including sections related to ownership, payment obligations, confidentiality, privacy, acceptable use, disclaimers, limitation of liability, indemnification, disputes, and governing law.

58. Force Majeure

Nexphase Digital is not responsible for delays, failures, interruptions, or losses caused by events outside our reasonable control.

This may include natural disasters, power outages, internet outages, telecommunications failures, cyberattacks, labour disruptions, government action, legal restrictions, platform outages, third-party provider failures, war, terrorism, pandemics, emergencies, or other events beyond our reasonable control.

59. Changes to These Terms

Nexphase Digital may update these Terms from time to time. The updated version will be posted on our website with a revised “Last Updated” date.

Unless otherwise required by law, the version of these Terms in effect at the time of purchase will generally apply to that purchase. Updates apply prospectively.

For active recurring clients, material changes to monthly fees or active service terms will be communicated with reasonable notice before they apply, unless the change relates to taxes, usage-based charges, pass-through third-party costs, provider-driven changes, abnormal usage, client-approved add-ons, security, compliance, or legal requirements.

60. Order of Priority

If there is a conflict between these Terms and another document, the following order of priority applies unless otherwise agreed in writing:

• A signed Client Service Agreement or other signed written agreement between the Client and Nexphase Digital
• A written proposal, service order, order form, invoice, checkout page, or payment link expressly accepted by the Client for commercial details such as selected services, pricing, billing schedule, included usage, and special terms
• The Refund & Cancellation Policy for refund, cancellation, offboarding, and data export matters
• The Privacy Policy for privacy and personal information matters
• These Terms & Conditions
• General website or marketing descriptions

61. Assignment

The Client may not assign or transfer these Terms, a Service Plan, or any rights under these Terms without Nexphase Digital’s written consent.

Nexphase Digital may assign or transfer these Terms or its rights and obligations in connection with a business sale, merger, restructuring, transfer of assets, change of legal structure, or similar transaction.

62. Severability

If any part of these Terms is found to be invalid, unlawful, or unenforceable, the remaining sections will remain in effect. The invalid or unenforceable part will be interpreted or replaced in a way that most closely reflects the original intent while remaining enforceable.

63. No Waiver

If Nexphase Digital does not enforce a right or provision of these Terms, that does not mean we waive that right or provision. Any waiver must be in writing to be effective.

64. Governing Law

These Terms are governed by the laws of the Province of Ontario and the applicable laws of Canada, without regard to conflict of law principles.

65. Dispute Resolution

If a dispute arises, the Client agrees to contact Nexphase Digital first so the parties can attempt to resolve the issue informally. The Client can contact Nexphase Digital at info@nexphasedigital.com.

If the dispute cannot be resolved informally, the dispute will be handled by the courts located in Ontario, Canada, unless applicable law requires otherwise.

66. Entire Agreement

These Terms, together with the applicable Service Plan, proposal, invoice, checkout page, payment link, order form, Client Service Agreement, Refund & Cancellation Policy, Privacy Policy, and any written agreement between the parties, form the entire agreement between the Client and Nexphase Digital regarding the services.

They replace any prior or separate discussions, understandings, representations, or agreements about the same subject matter, unless expressly stated otherwise in writing.

67. Contact Information

For questions about these Terms, contact:

Nexphase Digital
Email: info@nexphasedigital.com
Phone: +1 343-304-0404
Location: Ottawa, Ontario, Canada
Website: nexphasedigital.com