Terms of Service

2.1 Parties

• "Client" means the individual or entity that creates an account, subscribes to the Services, or otherwise accepts these Terms, including its duly authorized Affiliates, employees, and contractors acting on its behalf in connection with the Services.
• "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where "control" means ownership of more than fifty percent (50%) of the voting securities or the ability to direct the management or policies of such entity.
• "Company" means Mercer & Partners.
• AIGENT is Mercer & Partner's internal AI Department.

2.2 Commercial & Financial Terms

• "Commercial Summary" means the pricing and service information made available to the Client at signup or otherwise communicated in writing (e.g., Monthly Package Fee, package minutes, overage rate, supported languages, named-user seats, operating hours).
• "Service Order" means a mutually agreed written order (which may include email confirmation) specifying commercial details; in case of inconsistency with these Terms, the order of precedence in §22.1 applies.
• "SLA" means any service-level agreement or service-credit terms expressly agreed in a Service Order.
• "Monthly Package Fee" has the meaning given in §4.2.
• "Billing Month" means the calendar month for which the Monthly Package Fee is invoiced and due, as described in §4.2.
• "Overage Rate" means the per-unit usage rate applicable to minutes or other usage beyond package allocations, as specified in the Commercial Summary or Service Order.

2.3 Subscription & Time Period Terms

• "Cancellation Date" means the effective date on which the Client's subscription ends under §16 (Termination & Cancellation).
• "Business Day" means any day other than Saturday, Sunday, or a public holiday in the United Arab Emirates.
• "Business Hours" means 09:00 to 18:00 local time at the recipient's location on a Business Day (used for notice effectiveness under §14).

2.4 Operational & Technical Terms

• "Services" means the AI-driven conversational and engagement system, configurations, integrations, dashboards, transcripts, reporting, and related deliverables described in §3 (Scope of the Services).
• "Outbound Attempt" means a dial placed by the system and accepted by carrier routing (answered, rejected, or timed out) for billing or usage purposes.
• "Client-Supplied Data" means data, content, and personal data provided or made available by or on behalf of the Client for integration or operation of the Services (including CRM records, calendars, property listings, contact lists, consent records, and suppression data).
• "UAT" means user-acceptance testing performed by the Client to confirm that configured Services meet agreed specifications, as described in §7.4.
• "MPOC" means the Client's Main Point of Contact designated under §9.

2.5 Procedural & Legal Terms

• "Material Defect" has the meaning set out in §7.6.
• "Material Defect Notice" means a written notice issued by the Client under §7.6 that meets the content requirements stated therein.
• "Cure Period" means seven (7) Business Days from receipt of a conforming Material Defect Notice, as described in §7.7.
• "KPI Counting Rules" means the written KPI definitions, inclusion/exclusion criteria, counting rules, and data sources agreed under §7.2.
• "Force Majeure Event" has the meaning given in §15.
• "Data Processing Agreement" or "DPA" means the Parties' data-processing agreement governing the processing of personal data under these Terms.
• "NDNCA" means the Parties' separate non-disclosure and non-circumvention agreement referenced in §21.
• "PDPL" means UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data, as amended.
• "GDPR" means the EU General Data Protection Regulation (Regulation (EU) 2016/679).
• "DNCR" means the UAE Do Not Call Register administered by the Telecommunications and Digital Government Regulatory Authority (TDRA).
• "RERA/DLD" means the Dubai Real Estate Regulatory Agency and the Dubai Land Department.

3.1 Service Description

AIGENT provides an AI-driven conversational and engagement system that supports inbound and outbound communication, customer qualification, follow-up automation, administrative workflows, multilingual capabilities, and integrations with supported third-party platforms (the "Services"). Service availability and specific integrations depend on API access, platform limitations, and technical feasibility.

3.2 Deliverables

• Voice Profile & Interaction. Configurable voice profiles (e.g., male/female), with selectable language, accent, and locale (availability may vary by provider).
• Knowledge Base. An AI knowledge base combining industry standards with Client-provided policies, instructions, scripts, and data per §5 (Changes & Revisions).
• Custom Scripts & Behaviors. Conversation, logic, flows and workflows tailored to the Client's requirements and approved per §5 and §7.4 (UAT).
• Transcripts & Reports. Call/chat transcripts; weekly ops reports and a monthly performance report. Recording and disclosure prompts are handled within the calling workflow per §11.2.
• CRM & Calendar Sync. Real-time synchronization with the Client's supported CRM and calendar systems, subject to API limits and Client credentials.
• Performance Dashboard. A live KPI dashboard (activity, conversions, outcomes) with named-user access.
• Operating Hours. Configurable up to 24/7. Outbound calling will observe the outreach limits in §11.2 and applicable law; inbound features may operate 24/7.
• Adaptive Configuration. Ongoing updates, improvements, and reconfiguration within the agreed scope per §5.

3.3 Exclusions & Boundaries

The Services do not include (i) legal, tax, or brokerage services; (ii) human sales/deals closure on behalf of Client; (iii) creation of Client's regulatory authorizations or permits; (iv) unlimited custom analytics beyond the standard KPI pack; or (v) integrations not listed unless separately agreed as a Major Revision.

3.4 Completion of AIGENT's Responsibilities (Deliverable Completion Rule)

AIGENT's role in respect of any Client lead is deemed fully performed once any one of the following outcomes occurs:

In these cases, the lead is deemed closed, processed, and qualified for KPI purposes. For clarity, once any outcome in §3.4(a)–(e) occurs, the lead is considered fully processed for KPI and contractual purposes.

4.1 Onboarding Fee (Due at Signup)

Upon creating an account or signing up for the Services, the Client is charged a one-time onboarding, integration, and configuration fee ("Onboarding Fee"). This fee:

• Is 25,000 AED unless otherwise specified in the Client's pricing schedule
• Is payable immediately upon signup
• Covers the initial 30-day setup period
• Is non-refundable under all circumstances

4.2 Monthly Subscription Fees (Begin After Onboarding)

Following completion of the 30-day onboarding period, Company will begin billing the Client a recurring monthly subscription fee ("Monthly Package Fee").

• Currency/Method: all fees in AED, payable by bank transfer to the account on the invoice; electronic invoices permitted.
• Invoices: issued on the 1st day of each Billing Month and due seven (7) days after the invoice is issued.
• Taxes: All Fees are exclusive of VAT and any similar taxes. Where applicable, VAT will be added at the prevailing rate.
• Annual Price Adjustment (Capped): The Company may, no more than once in any twelve (12)-month period, increase Fees by between one percent (1%) and fifteen percent (15%).

4.3 No Refunds; No Rollovers; No Set-Off

• No Refunds: All fees already due or paid are non-refundable.
• No Rollovers: Unused minutes do not carry forward to future months and have no cash value.
• No Set-Off / Chargebacks: Client shall not withhold, set-off, or charge back any amounts, except for a good-faith, documented billing dispute under §4.2.

4.4 Minutes & Overage

Package minutes are pooled per Billing Month and reset at the start of each Billing Month. Billable Minutes are measured in 60-second increments; partial increments are rounded up to the next whole minute. Overage minutes are charged at the applicable overage rate specified in the Service Order.

4.5 Late, Non-Payment and Overdue Amounts

If payment is not received by the due date, the Company will issue a reminder and allow a further three (3) Business Days grace period. If payment remains outstanding, the Company may suspend the Services until payment is received in full or terminate the Client's subscription for cause under §16.4.

4.6 Interaction with Termination

Monthly Package Fees are not prorated. If the Cancellation Date occurs before the 7th of a Billing Month, no Monthly Package Fee is due for that Billing Month; if it occurs on or after the 7th, the full Monthly Package Fee for that Billing Month is due.

4.7 Bulk Minute Reservations

5.1 Change Requests; Process

Client shall submit change requests in writing (email is sufficient) to the Company, describing the requested change and business objective. The Company will acknowledge within one (1) Business Day and classify the request as Minor or Major.

5.2 Minor Revisions (included; fast turnaround)

"Minor Revision" means a change that does not add new systems, does not rebuild core conversation logic, and is estimated at four (4) person-hours or less. Examples include script tweaks, FAQ updates, voice profile adjustments, and CRM field mapping changes.

Turnaround: within two (2) Business Days. Cost: included in the package.

5.3 Major Revisions (approval required)

"Major Revision" means any change outside §5.2, including adding new languages, rebuilding call flows, integrating with new platforms, or developing custom compliance features. The Company will provide an impact note or quote. Work proceeds only upon Client's written approval.

5.4–5.7 Additional Provisions

Regulatory-driven changes are treated as Minor if limited to wording changes. Turnaround times assume timely Client inputs. Examples in this section are illustrative only and do not expand scope.

6.1–6.3 Updates, Maintenance & Downtime

The Company will provide updates, enhancements, and improvements on an ongoing basis. Scheduled maintenance will be notified at least forty-eight (48) hours in advance where practicable. The Company will use commercially reasonable efforts to maintain high availability of the Services.

6.4 Security Incidents

The Company will maintain reasonable administrative, technical, and organizational measures to protect the Services and Client-Supplied Data. Security incidents will be notified within forty-eight (48) hours.

6.5 Service Availability

The Company targets a monthly service uptime of 99%, excluding scheduled maintenance, Force Majeure events, and third-party outages.