Terms of Service

These Terms of Service (the “Terms”) are a contract between Wilco Inc. (“Wilco”, “we”, “us”) and the business that creates or uses a Wilco account (“Customer”, “you”). They cover the Wilco website, app, chat widget, phone numbers, messaging, voice and related services (the “Service”).

The Acceptable Use Policy, the Data Processing Addendum (“DPA”) and our Privacy Policy are part of these Terms. If they conflict, the DPA governs the processing of personal data, and otherwise these Terms govern.

By checking the box to accept, or by using the Service, you agree to these Terms. The individual accepting confirms they are at least 18 and have authority to bind the business. If you do not have that authority or do not agree, do not use the Service.

• The Service is for businesses and professionals, not for personal, family or household use. You confirm you are using it for business purposes.
• The Service is currently offered only to businesses located in Canada (outside Quebec) and the United States.
• You may not use the Service if you are barred from doing so under the laws of Canada, the United States or any other applicable jurisdiction, including sanctions laws.

• Keep your account information accurate and your credentials secure. You are responsible for everything done through your account, including by the team members you invite.
• Tell us promptly at contact@getwilco.app if you suspect unauthorized access.
• Our staff may access your account to provide support or keep the Service secure. That access is time-limited and logged.

You decide how the Service is used with your own customers and other people who contact you (“End Users”). As between you and Wilco, you are responsible for your communications with End Users and for complying with the laws that apply to them. In particular, you are responsible for:

• giving End Users every notice and obtaining every consent the law requires before they interact with the Service, including notice that they are communicating with an automated or AI system, and notice of and consent to the transcription and processing of calls and messages, under laws such as the Telephone Consumer Protection Act, state call-recording and wiretap laws (including those requiring the consent of all parties), state AI-disclosure laws, Canada’s Anti-Spam Legislation and Canadian privacy laws;
• having a privacy policy for your business that describes how End User information is handled, including through Wilco;
• the accuracy of the information you give the Service, including your hours, services, prices, staff and knowledge, and keeping it current;
• reviewing conversations and responding to hand-offs, callback requests and bookings;
• following carrier and messaging rules, including the CTIA Messaging Principles and Best Practices, and providing accurate business information for phone-number registration and verification.

Wilco provides tools such as greetings, consent notices and opt-out handling to help you, but providing a tool does not make Wilco responsible for your compliance.

The Service uses artificial intelligence to generate replies, suggest appointment times and decide when to hand off to your team. AI output can be inaccurate, incomplete or inappropriate, even when it is based only on information you provided. You are responsible for configuring the Service suitably for your business and for reviewing how it performs.

The Service does not provide professional, medical, dental, health, legal, financial or other advice, and its output must not be relied on as such. Hand-offs to people, transfers, callbacks and bookings are provided on a best-effort basis and are not guaranteed to happen or to succeed.

The Service is not an emergency service and cannot contact 911 or any emergency service. Wilco phone numbers do not support emergency calling. You must not rely on the Service for emergencies, urgent safety matters or any situation where a delay or failure could cause injury, death or property damage, and you must make sure End Users can reach emergency services and your business by other means.

Wilco is not a “business associate” under the U.S. Health Insurance Portability and Accountability Act (“HIPAA”) and does not sign business associate agreements. If you are a HIPAA covered entity or business associate, you must not use the Service to create, receive, maintain or transmit protected health information.

Whatever your location, you must configure the Service so that it does not collect clinical details, diagnoses, treatment information or other sensitive health information, and you are responsible for meeting any obligations under health-information laws that apply to you, including Canadian provincial health privacy laws.

• Phone numbers provided through the Service are obtained from our telecommunications providers and are assigned to you only while you use the Service. You do not own them, and we cannot guarantee a number can be transferred to another provider.
• Carriers and our providers may require registration or verification before a number can send messages, may filter, delay or block messages, and may change their rules. We are not responsible for messages that are filtered, delayed or not delivered.
• We may change, suspend or reclaim a number if required by a carrier, provider or law, or if your use breaks these Terms.

• Paid plans are billed in advance each month in the currency shown at checkout, through our payment processor, Stripe. Plans renew automatically until cancelled.
• Each plan includes the features and usage allowances shown when you subscribe. Usage beyond an allowance may be charged at the rates shown in the app or at checkout.
• Fees do not include taxes. You are responsible for all applicable taxes other than taxes on our income.
• You may set a monthly spending cap. When it is reached, the Service will pause your channels, which means End Users will not get replies until the cap is raised or the next period begins. You accept that pausing is the intended result of a cap.
• You may cancel at any time; cancellation takes effect at the end of the current billing period. Fees are non-refundable, except where these Terms say otherwise or the law requires.
• We may change prices with at least 30 days’ notice. Changes apply from your next billing period.
• If a payment fails, we may suspend paid features until it is resolved.

Free access

We may let you set up and test the Service before you choose a paid plan. Free access is provided “as is”, may be limited, changed or ended at any time, and Wilco has no liability for it.

We may suspend all or part of the Service, with notice where practical, if: you fail to pay; you or your End Users breach these Terms or the Acceptable Use Policy; a carrier, provider or authority requires it; your use presents a security, legal or reputational risk to Wilco, other customers or anyone else; or we need to perform emergency maintenance. We will restore the Service once the reason for suspension is resolved.

“Customer Data” means the information you and your End Users submit to the Service, including conversations, contacts, bookings and knowledge. You keep all rights in Customer Data. You give Wilco a worldwide, non-exclusive licence to host, copy, process, transmit and display Customer Data as needed to provide, secure and support the Service, as described in the DPA.

You confirm you have the rights and consents needed to provide Customer Data to us. Wilco does not use Customer Data to train AI models. We may create and use aggregated or de-identified information that does not identify you or any person, for example to measure and improve the Service.

Wilco and its licensors own the Service, including its software, design and documentation. Subject to these Terms, we give you a limited, non-exclusive, non-transferable right to use the Service for your business during your subscription. You may not copy, modify, resell, reverse engineer or build a competing product from the Service. If you give us feedback or suggestions, we may use them without obligation to you.

The Service works with third-party services such as calendars, carriers, payment processors and AI providers. Your use of a service you connect, such as Google Calendar or Microsoft 365, is also governed by that provider’s terms. We are not responsible for third-party services, and their outages or changes may affect the Service.

The Service is provided “as is” and “as available”. To the fullest extent permitted by law, Wilco disclaims all warranties and conditions, express or implied, including merchantability, merchantable quality, fitness for a particular purpose, title and non-infringement, and any warranty that the Service or its output will be accurate, uninterrupted, error-free or secure, or that messages, calls, transfers or bookings will be delivered or completed.

To the fullest extent permitted by law: (a) Wilco will not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue, business, goodwill, data or missed appointments or opportunities, however caused and even if foreseeable; and (b) Wilco’s total liability arising out of or relating to the Service or these Terms will not exceed the greater of the fees you paid Wilco in the 12 months before the event giving rise to the claim and one hundred Canadian dollars (CAD $100).

These limits apply to every kind of claim, including contract, tort (including negligence), statute and fundamental breach, and they apply even if a remedy fails of its essential purpose.

You will defend, indemnify and hold harmless Wilco and its directors, officers, employees and agents from all claims, demands, fines, penalties, losses and costs (including reasonable legal fees) arising out of or relating to:

• Customer Data, or your products, services and dealings with End Users;
• your communications with End Users through the Service, including any failure to give a required notice or obtain a required consent (for example under telephone, messaging, call-recording, wiretap, AI-disclosure, anti-spam, privacy or health-information laws);
• your breach of these Terms or the Acceptable Use Policy, or your violation of law or of anyone else’s rights.

We will tell you about a claim promptly and may take part in its defence with counsel of our choice. You may not settle a claim that imposes an obligation on Wilco without our written consent.

These Terms apply while you use the Service. You may stop using it and cancel at any time. We may end these Terms on 30 days’ notice for any reason, or immediately if you materially breach them or the Acceptable Use Policy, or if a provider or the law requires it.

If you ask within 30 days after termination, we will make your Customer Data available for export in a reasonable format. After that we may delete it, as described in the DPA. Sections that by their nature should survive, including fees owed, Your data, Disclaimer of warranties, Limitation of liability, Your indemnity and General terms, survive termination.

We may change the Service, and we may update these Terms. For material changes to these Terms, we will give notice by email or in the app at least 15 days before they take effect, unless a change is required sooner by law or by a provider, and we may ask you to accept the new version before continuing to use the Service. If you do not agree, you must stop using the Service before the change takes effect.

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in it, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. You and Wilco submit to the exclusive jurisdiction of the courts located in Toronto, Ontario. To the extent permitted by law, claims must be brought individually and not as part of a class or representative proceeding.

• Entire agreement. These Terms, with the documents they incorporate and any order you accept, are the whole agreement about the Service and replace any earlier understandings.
• Assignment. You may not assign these Terms without our consent. We may assign them in connection with a merger, acquisition, reorganization or sale of assets.
• Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, including outages of carriers, providers or the internet. This does not excuse payment obligations.
• Severability and waiver. If a provision is unenforceable, it will be enforced to the maximum extent possible and the rest remains in effect. Not enforcing a provision is not a waiver.
• Independent parties. The parties are independent contractors. There are no third-party beneficiaries.
• Notices. We may give notice to the account owner’s email address or in the app. Legal notices to Wilco must be sent to Wilco Inc., Ontario, Canada, with a copy to contact@getwilco.app.