Terms and Conditions of Sale

1. Preamble and scope

These Terms and Conditions of Sale (the "Terms") govern the provision of the Callizy business phone service, operated by Workless, whose head office is located at 325-2114 Sainte-Catherine Street East, Montréal, Québec H2K 0G2, Canada.

The Terms apply to every subscription to the Callizy service. They are supplemented by the Acceptable Use Policy (AUP), the Privacy Policy and the Refund Policy, which form an integral part of the contract between Workless and the Client.

In the event of a conflict, the Terms prevail on general contractual matters (subscription, billing, term, termination, liability), while the AUP prevails on matters of technical use, telecommunications compliance and prohibited uses.

2. Definitions

• Callizy: the business phone service provided by Workless.
• Workless: the company providing the service, a party to these Terms.
• Client: any natural person or legal entity that has subscribed to the Callizy service for business purposes.
• User: any person authorized by the Client to access the service.
• Service: all Callizy features, including phone numbers, inbound and outbound calls, SMS, voicemail, recordings, transcriptions, AI voice agents, integrations, API and management tools.
• Plan: the set of features, quotas and prices associated with a subscription.
• Trial Period: the initial free period, as defined in section 4.
• AUP: the Acceptable Use Policy.

3. Subscription and account creation

3.1 Eligibility

Callizy is intended for businesses, organizations, professionals and self-employed workers. The service is not designed for personal or household use. Subscribing presumes that the Client has the legal capacity required to enter into a contract and that the person subscribing is duly authorized to bind the entity represented.

3.2 Account creation

The Client creates its account through the Callizy website by providing accurate, complete and up-to-date information, including its name, business email address, contact details and those of its business. The Client agrees to keep this information up to date for the entire term of the contract.

3.3 Credentials and account security

The Client is responsible for the confidentiality of its credentials and for any use made of its account by any person accessing it. The Client must promptly notify Workless of any unauthorized use or suspected compromise at support@callizy.ca.

4. Trial Period

4.1 Duration

Every new subscription benefits from a free trial period of fourteen (14) days from account creation, unless otherwise brought to the Client's attention at the time of subscription.

4.2 Credit card required

Access to the trial period requires registering a valid payment method through Stripe. No charge is made during the trial period, except, where applicable, a technical authorization without charge to verify the validity of the payment method.

4.3 Automatic conversion to a paid subscription

At the end of the trial period, the account is automatically converted to a paid subscription corresponding to the Plan chosen by the Client, unless the Client cancels before the trial end date. Workless sends the Client an email notification before the end of the trial period to inform it of the upcoming conversion.

4.4 Limits during the trial

During the trial period, certain quotas may apply (in particular on calls, SMS, AI and destinations) to prevent abusive use. These limits are described at the time of subscription and may be adjusted by Workless for fraud prevention purposes.

5. Description of the service

5.1 Features

Callizy provides, among other things:

• the assignment and management of phone numbers;
• the routing and distribution of inbound and outbound calls;
• sending and receiving SMS;
• voicemail, call recording and call transcription;
• the configuration and use of voice agents based on artificial intelligence;
• integrations, the API and management and configuration tools;
• history, activity reports and internal analytics tools.

5.2 Unlimited plans

Certain Callizy Plans include features presented as "unlimited". These plans are intended for reasonable business use and are subject to the Acceptable Use Policy, in particular section 5 thereof. Workless reserves the right to limit, suspend or bill separately any use that is abusive, automated, fraudulent, abnormal or inconsistent with the intended capacity of the service.

5.3 Included destinations and international

Unless otherwise stated in the subscribed Plan, included communications are those to Canada and the United States. International calls and messages to other countries are not included by default and may be enabled on request, subject to approval by Workless, technical availability, regulatory compliance and acceptance of specific pricing. The terms are set out in section 6 of the AUP.

5.4 Changes to the service

Workless may change the service and add, modify or remove features in order to improve it or adapt it to technological developments, to the requirements of partner carriers or to legislative or regulatory changes.

6. Phone numbers

6.1 Assignment

The Client may select a number from those available in the Callizy interface, subject to technical and geographic availability. The assignment of a number does not confer any ownership right in that number: the Client obtains a personal, non-transferable right to use it for the term of the contract.

6.2 Porting in

The Client may request to port to Callizy an existing number of which it is the holder, subject to technical and regulatory feasibility. Porting in is free of charge. The Client must provide the documents and authorizations required by the losing carrier.

6.3 Porting out

In accordance with the number portability rules applicable in Canada, the Client may request to port a Callizy number to another carrier. Porting out is free of charge. The request must be initiated by the gaining carrier. Workless cooperates with that carrier in good faith as promptly as possible.

6.4 Retention after termination

After termination of a subscription, Workless retains the associated numbers for a period of thirty (30) days, to allow the Client to port them out or to reactivate its account. After this period, the numbers may be released and reassigned. This rule does not apply to Clients whose subscription remains active: numbers associated with an active subscription are never released.

7. Emergency calls (911) - VoIP service

The essentials in plain words: 911 with Callizy.

Callizy is a Voice over Internet Protocol (VoIP) phone service. In accordance with the CRTC rules applicable to VoIP service providers, the Client is expressly informed that the emergency calling (911) service offered by Callizy differs from that of a traditional wireline phone service.

The Client acknowledges and agrees that:

• 911 calls made through Callizy are routed to the public safety answering point (PSAP) based on the emergency address declared by the Client, which must be kept up to date for each number and each User;
• an inaccurate, missing or outdated emergency address may result in the call being routed to the wrong PSAP or in a delayed response;
• the 911 service depends on the proper operation of the Client's Internet connection, the power supply of its equipment and the availability of partner telecom infrastructure;
• in the event of an Internet outage, power failure, network congestion or failure of a third-party carrier, the 911 service through Callizy may be unavailable;
• calls made from a mobile device or while travelling may not be routed to the PSAP corresponding to the caller's actual location.

Recommendation. The Client is strongly encouraged to maintain an alternative means of communication (traditional landline or cellular mobile phone) for emergencies, and to inform its Users of the limitations of VoIP 911. Workless cannot be held liable for any inability to reach emergency services, or for their response, resulting from any of the limitations above.

8. Prices and payment terms

8.1 Prices

The applicable prices are those displayed on the Callizy website at the time of subscription. They are expressed in Canadian dollars (CAD).

8.2 Taxes

Workless is currently registered as a "small supplier" within the meaning of Canadian tax rules and, as such, is not required to collect GST, HST or QST. The prices displayed on the website therefore correspond to the total price payable by the Client. If Workless becomes subject to the applicable taxes, they will be added to the prices shown, with reasonable prior notice to the Client.

8.3 Billing frequency and payment in advance

Billing is made according to the frequency chosen at the time of subscription, monthly or annual. Payment is due in advance for each billing period.

8.4 Payment methods

Payments are processed by Stripe. Card information is neither stored nor processed by Workless servers. The Client authorizes Workless, through Stripe, to automatically charge the amounts due on each due date.

8.5 Automatic renewal

Subscriptions renew automatically at the end of each period, at the current price, unless cancelled by the Client in accordance with section 13. In the event of a price change, Workless informs the Client with reasonable notice before it takes effect.

8.6 Non-payment

In the event of non-payment, Workless may suspend the service after a formal notice that remains unanswered. Workless may also block access, deactivate numbers and take any reasonable collection measure. Reminder or collection fees may be charged to the Client within the limits set by law.

8.7 Refunds

Unless required by mandatory law, periods already begun are not refunded. The detailed conditions are set out in the Refund Policy.

9. Use of the service

Use of the service is governed by these Terms and by the Acceptable Use Policy, which forms an integral part of them. The Client agrees in particular to:

• use the service in accordance with its business purpose;
• comply with applicable legislation, including Canadian telecommunications rules, the CRTC, CASL, as well as the foreign rules applicable to the recipients of its communications (in particular the TCPA and FCC rules for the United States);
• obtain and retain the consents required for recordings, commercial SMS and automated calls;
• not use the service for illegal or fraudulent purposes or in breach of the AUP;
• keep its account information and emergency address up to date (section 7).

10. Personal information

The processing of personal information in connection with the service is governed by the Privacy Policy, which describes in particular the respective roles of Workless (controller or processor, as the case may be), the categories of data processed, retention periods, transfers outside Québec and the rights of the individuals concerned under Law 25 (Québec) and PIPEDA (federal).

Workless reiterates that it does not use the content of calls, voicemails, transcriptions, SMS or data imported by the Client to train artificial intelligence models.

11. Service availability

11.1 Availability target

Workless strives to meet a service availability target of 99.5% on a monthly basis, calculated over the relevant period and excluding the exclusions set out in paragraph 11.2. This target is a best-efforts commitment and not a guaranteed result.

11.2 Exclusions

The following are excluded from the availability calculation:

• scheduled interruptions announced to the Client (maintenance, updates);
• interruptions caused by third-party carriers, infrastructure providers, Internet transit networks or any upstream provider;
• interruptions resulting from a force majeure event (section 17);
• interruptions resulting from a breach by the Client, a misconfiguration of its account, use not in compliance with the AUP or an action by third parties authorized by the Client;
• interruptions resulting from a requirement of an authority or a compliance obligation.

11.3 Service credits

Unless a separate contractual commitment has been entered into with Workless, failure to meet the availability target does not give rise to automatic service credits.

12. Support

Workless provides the following support channels:

• email: support@callizy.ca;
• built-in messaging in the Callizy application;
• online documentation and help centre.

The response times indicated by Workless are indicative target times and not guaranteed times. They may vary depending on the nature and criticality of the request.

13. Term and termination

13.1 Term

The contract is entered into for an indefinite term starting at the end of the trial period (section 4), or at subscription if no trial period applies.

13.2 Termination by the Client

The Client may cancel its subscription at any time from its client area. Cancellation takes effect at the end of the current billing period. Periods already begun are not refunded, except where required by law or by commercial decision of Workless.

13.3 Termination by Workless

Workless may terminate the contract:

• immediately and without notice in the event of a serious breach, proven or suspected fraud, use in breach of the AUP, persistent non-payment, a request from an authority, a requirement of a partner carrier, a security breach or a clear risk to the service;
• with fifteen (15) days' notice for ordinary breaches not remedied despite a reasonable formal notice.

13.4 Exit: data export, access and deletion

The Client may, at any time before the effective date of termination, export its data from the Callizy interface. On the effective date of termination, access to the account is deactivated. Operational data is deleted or anonymized within a reasonable time, in accordance with the periods set out in the Privacy Policy. Data subject to a legal retention obligation (in particular billing data) remains retained for the applicable legal period.

14. Limitation of liability

14.1 Cap

To the extent permitted by law, the total aggregate liability of Workless to the Client, for all causes combined, is limited to the amount actually paid by the Client for the service during the twelve (12) months preceding the event giving rise to liability.

14.2 Exclusions

Workless cannot be held liable for indirect, non-material or consequential damages, including in particular:

• loss of profits, revenue, business opportunities or anticipated savings;
• loss of customers, damage to reputation or harm to image;
• loss, corruption or unavailability of data;
• interruption of the business of the Client or of its end customers.

14.3 External causes

Workless cannot be held liable for damages resulting from:

• an interruption or failure of a partner telecommunications carrier, an infrastructure provider, an Internet provider or any upstream provider;
• acts of the Client, its Users or third parties authorized by the Client;
• the non-compliance of a campaign, call, SMS or AI voice agent implemented by the Client, which remains the sole responsibility of the Client;
• a force majeure event as defined in section 17.

14.4 Mandatory exceptions

These limitations do not apply to damages whose limitation or exclusion is prohibited by law, in particular in cases of fraud, gross fault or bodily harm.

15. Indemnification

The Client agrees to indemnify, defend and hold harmless Workless, its officers, employees, representatives, service providers, partner carriers and suppliers from and against any claim, action, investigation, loss, damage, liability, fine, penalty, fee or expense, including reasonable legal fees, arising directly or indirectly from:

• a breach of these Terms by the Client;
• a breach of the AUP;
• a breach of applicable laws, in particular those relating to telecommunications, telemarketing, commercial SMS, call recording and the protection of personal information;
• a non-compliant automated call, SMS, recording or campaign initiated by the Client;
• abusive use of an AI voice agent;
• telecom fraud, spoofing or infringement of third-party rights;
• a penalty imposed on Workless by a carrier or an authority because of the Client.

This indemnification obligation survives the termination of the account or the contract.

16. Changes to the Terms

Workless may amend these Terms to adapt them to changes in the service, applicable laws, industry practices, requirements of partner carriers or fraud or security risks.

Material changes are notified to the Client by email or by notice in the Callizy application at least thirty (30) days before they take effect. An immediate change is nevertheless possible where it is necessary to comply with the law, comply with a requirement of an authority, meet a carrier requirement, prevent fraud, protect the security of the service or address a serious risk.

If the Client refuses a material change, it may cancel its subscription under section 13 before the change takes effect. Continued use of the service after the effective date constitutes acceptance of the changes.

17. Force majeure

Neither party may be held liable for the non-performance or delayed performance of an obligation resulting from a force majeure event, that is, an external, unforeseeable and irresistible event. The following are in particular considered force majeure events: natural disasters, pandemics, armed conflicts, acts of terrorism, decisions of authorities, serious failures of an upstream telecom carrier, widespread Internet or power outages.

18. Assignment

The Client may not assign, transfer or sublicense the contract, in whole or in part, without the prior written consent of Workless. Workless may assign the contract to any affiliated entity or successor in connection with a reorganization, merger, acquisition or sale of business, by informing the Client through reasonable means.

19. Notices

Unless otherwise provided, notices between the parties are sent by email to the contact address associated with the Client's account or to the addresses set out in section 23. Notices are deemed received on the date sent in the absence of a reported technical error.

20. Severability and entire agreement

If any provision of these Terms is held invalid, void or unenforceable by a court of competent jurisdiction, the other provisions remain in force. These Terms, supplemented by the AUP, the Privacy Policy, the Refund Policy and any specific conditions accepted by the Client, constitute the entire agreement between the parties with respect to the Callizy service.

21. Language

These Terms are written in French. An English version may be provided as a courtesy translation. In the event of any discrepancy or conflict between the two versions, the French version shall prevail. In accordance with Québec's Charter of the French language, the Client is entitled to receive contractual documents in French.

22. Governing law and jurisdiction

These Terms are governed by the law applicable in the Province of Québec and by the applicable federal laws of Canada. Subject to applicable mandatory provisions, any dispute relating to the interpretation, performance or application of these Terms shall be submitted to the exclusive jurisdiction of the courts of the judicial district of Montréal, Québec, Canada.

23. Contact

For any question regarding these Terms, the Client may contact Workless at the following contact details:

General support: support@callizy.ca
Privacy: privacy@callizy.ca
Mailing address: Workless / Callizy - 325-2114 Sainte-Catherine Street East, Montréal, Québec H2K 0G2, Canada
Phone: +1 (438) 533-8446