Draft — not reviewed by counsel
This document is a working draft. It has not been reviewed by a lawyer, it contains unfilled placeholders, and it does not yet bind anyone. Do not rely on it.
Terms of Service
The agreement between you and Tensvia. It covers what we provide, what you are responsible for, and what happens when either of us wants out.
[LEGAL ENTITY NAME], LLC · Effective [EFFECTIVE DATE] · Last updated [LAST UPDATED]
1.Who this is between
These Terms are between [LEGAL ENTITY NAME], LLC, a Delaware limited liability company operating from New York (“Tensvia”, “we”), and the business that creates an account (“Customer”, “you”). By creating an account or using the Service you accept these Terms. If you are accepting on behalf of a company, you confirm you are authorised to bind it.
2.What the Service does
Tensvia reads inbound customer messages across the channels you connect, classifies them, drafts replies grounded in the business facts you provide, and — subject to the operating mode you choose — either holds those drafts for your approval or sends them.
The Service acts on your behalf. Messages it sends go out under your business name, from your numbers and addresses, to your contacts. You remain the sender for every legal purpose, including under telemarketing, anti-spam and consumer-protection law.
3.Operating modes and what you are agreeing to
Every workflow runs in one of three modes, set per workflow, not per account:
- Shadow — the Service evaluates and drafts but never sends.
- Approval — a named person must approve each action before it executes.
- Autonomy — the Service executes without per-message approval when deterministic policy permits it.
Moving a workflow to Autonomy is your decision and your risk. You are responsible for messages sent in Autonomy exactly as you are for messages you typed yourself. We will show you the caps and conditions before you make that change; we will not make it for you.
4.Your obligations
You are responsible for, and you represent that:
- every contact the Service may message gave you consent adequate under applicable law for that channel, and you can evidence it;
- the business facts you supply — prices, availability, policies, service descriptions — are accurate and kept current;
- you hold the rights to any content, media or brand assets you upload;
- you review the Service's output at a level appropriate to the mode you have selected;
- your use complies with the Acceptable Use & Messaging Policy, which forms part of these Terms.
5.AI output — what we do not promise
The Service uses machine-learning models. Model output is probabilistic. It can be wrong, incomplete, or confidently wrong. We ground drafts in your records and cite what they drew on, and we fail closed rather than guessing when grounding is missing — but we do not warrant that any generated message is accurate, appropriate, or fit for a particular customer.
Nothing the Service produces is legal, medical, financial or professional advice, and it must not be presented to your customers as such. Where a reply could create a binding commitment — a price, a booking, a guarantee — you are responsible for the commitment made in your name.
6.Your data
You own your data. You grant us a limited licence to process it solely to provide the Service, keep it secure, and meet legal obligations. We do not sell it and we do not use your customer content to train general-purpose models.
Handling is set out in the Privacy Policy; where we process personal data on your behalf as processor, the Data Processing Addendum applies and takes precedence on that subject.
7.Fees
Subscription fees, usage allowances and overage rates are those shown at purchase. Fees are billed in advance, are non-refundable except where required by law, and are exclusive of taxes. Pass-through messaging and telephony costs are billed as incurred.
We may change pricing on 30 days' notice, effective at your next renewal. Continuing to use the Service after that date is acceptance.
8.Suspension
We may suspend the Service immediately, without notice where necessary, if we reasonably believe your use is causing legal exposure, carrier sanction, or harm to recipients — for example messaging without consent, or ignoring opt-outs. We will tell you why and what is needed to resume. Suspension for these reasons does not entitle you to a refund.
9.Term and termination
Either party may terminate at the end of the then-current subscription period, or immediately for material breach that remains uncured 30 days after written notice.
On termination you may export your data for 30 days. After that we delete it within 30 days, except where retention is legally required — in which case it stays isolated and is deleted when the obligation lapses.
10.Warranties and disclaimer
We will provide the Service with reasonable skill and care. Beyond that, and to the fullest extent permitted by law, the Service is provided “as is” without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant uninterrupted or error-free operation, nor the availability of any third-party channel or provider.
11.Limitation of liability
To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, data or goodwill.
Our total aggregate liability arising out of or relating to these Terms will not exceed the fees you paid us in the twelve months before the event giving rise to the claim.
These limits do not apply to your payment obligations, your indemnity below, or to liability that cannot be limited by law.
12.Indemnity
You will defend and indemnify Tensvia against third-party claims arising from your content, your business facts, your instructions, your use of the Service in breach of these Terms or the Acceptable Use Policy, and — in particular — any claim that a message sent on your behalf lacked the consent you represented it had.
13.Governing law and disputes
These Terms are governed by the laws of the State of New York, without regard to conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in New York County, New York.
14.Changes
We may update these Terms. Material changes take effect 30 days after we post them and notify you; other changes take effect when posted. If you do not accept a material change, your remedy is to terminate before it takes effect.
15.Notices
Legal notices to us: legal@tensvia.com, with a copy to [NOTICE ADDRESS]. Notices to you go to the account email on file.
Questions about this document: legal@tensvia.com