Terms of Service — MPG Solutions

Effective Date: May 12, 2026
Last Updated: May 12, 2026

1. Agreement

These Terms of Service ("Terms") govern your use of the MPG Solutions website (mpgsolutions.ca) and the MPG Solutions virtual receptionist and automation services ("the Services"), operated by MPG Solutions ("MPG", "we", "us").

By using the Website or the Services, you agree to these Terms. If you do not agree, do not use the Website or Services.

2. Who Can Use the Services

You must be:

• At least 18 years old, AND
• Authorized to bind the business on whose behalf you contract with us (if applicable)

The Services are intended for business use. We do not provide consumer-facing services.

3. Accounts

To use the Services, you must:

• Provide accurate account information
• Keep your login credentials secure
• Notify us immediately of unauthorized access

You are responsible for all activity under your account.

4. Services Description

MPG provides AI-powered automation for service businesses, including:

• Virtual receptionist for after-hours call handling
• Lead intake via phone, SMS, web, and voice
• Appointment booking and calendar integration
• CRM routing and customer communication

Specific features are described at mpgsolutions.ca and in your Service Agreement. We may change features from time to time with reasonable notice.

5. Fees and Payment

• Setup fee and monthly subscription fee as described in your Service Agreement or current pricing page
• Fees are in Canadian dollars (CAD) unless otherwise agreed
• Billed monthly in advance via Stripe
• GST/HST added where applicable
• Non-payment for 10+ days may result in service suspension
• Fees are non-refundable except as explicitly stated in your Service Agreement

6. Acceptable Use

You agree not to:

• Use the Services for any unlawful purpose
• Use the Services to send spam, unsolicited marketing, or messages that violate CASL (Canada's Anti-Spam Legislation) or TCPA (US Telephone Consumer Protection Act)
• Impersonate any person or entity
• Attempt to reverse engineer, decompile, or circumvent security
• Resell, sublicense, or white-label the Services without written permission
• Use the Services in a way that could damage, disable, or overburden our infrastructure
• Use the Services for adult content, illegal goods, weapons, regulated substances, or other high-risk categories without prior written approval

7. Customer Data

• You retain all rights to data you or your callers provide through the Services ("Customer Data")
• You grant MPG a license to use Customer Data solely to provide the Services and to improve the Services in aggregated, de-identified form
• You are responsible for ensuring Customer Data does not violate any law or third-party rights
• You are the data controller / custodian for Customer Data; we are the processor. See our Privacy Policy and optional Data Processing Agreement (DPA) for details.

8. Call Recording and Consent

• Some features involve recording and transcribing phone calls
• You are responsible for ensuring callers are notified in accordance with applicable law (e.g., Alberta is single-party consent, but some callers may be in all-party-consent jurisdictions)
• MPG provides a standard "this call may be recorded" greeting by default; you may customize it

9. Third-Party Services

The Services integrate with third-party platforms (Twilio, Stripe, Google, OpenAI, etc.). Use of those platforms is subject to their own terms. MPG is not responsible for third-party service outages, though we will use reasonable efforts to notify you of material disruptions.

10. Service Levels

• We target 99.5% monthly uptime for the Services, measured on a rolling 30-day basis
• Scheduled maintenance windows will be communicated in advance where possible
• Service credits for downtime are available as described in the Service Agreement (if applicable); default remedy is the right to cancel without penalty for a material uptime breach

11. Intellectual Property

• The Website, Services, software, documentation, brand, and all related materials are the intellectual property of MPG or our licensors
• You receive a limited, non-exclusive, non-transferable right to use the Services during the subscription term
• All feedback you provide may be used by MPG without restriction or compensation

12. Confidentiality

Both parties agree to keep non-public business and technical information shared between us confidential, and to use it only for performance of these Terms.

13. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, MPG DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR ACHIEVE ANY SPECIFIC BUSINESS OUTCOME (INCLUDING CAPTURED LEADS, BOOKED APPOINTMENTS, OR REVENUE).

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• MPG IS NOT LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES
• MPG'S TOTAL LIABILITY FOR ANY CLAIM IS LIMITED TO THE FEES YOU PAID MPG IN THE 12 MONTHS BEFORE THE CLAIM AROSE
• NOTHING IN THESE TERMS LIMITS LIABILITY FOR DEATH, PERSONAL INJURY CAUSED BY NEGLIGENCE, FRAUD, OR ANY LIABILITY THAT CANNOT BE LIMITED BY LAW

15. Indemnification

You agree to indemnify MPG against any claims, damages, or costs arising from:

• Your use of the Services in violation of these Terms
• Customer Data you provide
• Your violation of any law or third-party right

16. Term and Termination

• Your subscription begins on the Effective Date of your Service Agreement
• Either party may terminate for material breach if not cured within 15 days of written notice
• MPG may suspend or terminate the Services immediately for non-payment, violation of Acceptable Use, or legal requirement
• Upon termination, you remain liable for fees earned through the termination date
• You may export your Customer Data for 30 days after termination; after that, we will delete it per our Privacy Policy

17. Governing Law

These Terms are governed by the laws of the Province of Alberta and the applicable laws of Canada. The parties submit to the exclusive jurisdiction of the courts of Alberta for any dispute.

18. Changes to These Terms

We may update these Terms from time to time. Material changes will be communicated at least 30 days before taking effect. Continued use after the effective date constitutes acceptance.

19. Entire Agreement

These Terms, together with the Service Agreement (if any), Privacy Policy, and Acceptable Use Policy, form the entire agreement between you and MPG.

20. Contact

Questions about these Terms:
MPG Solutions
Edmonton, Alberta, Canada
z.amponsah@mpgsolutions.ca
mpgsolutions.ca

END OF DRAFT

Legal review notes for Zephan's lawyer:

• Governing law — Alberta default; if you plan US customers, consider carve-outs
• SLA language — confirm the 99.5% / service credit structure with your insurance broker (E&O)
• Limitation of liability — 12-month-fees cap is standard for SaaS but confirm it's enforceable in Alberta for your customer size
• Indemnification — current draft is mutual-light; your lawyer may want to beef up MPG's side for IP infringement
• Call recording — confirm your recording disclosure wording is CRTC/CASL-compliant
• Acceptable Use — consider a separate AUP document referenced here, easier to update
• Automatic renewal language — current draft doesn't explicitly address. If your subscription auto-renews, add a clause matching your billing practice