Terms of Service

These Terms of Service (the "Terms") are a binding agreement between SY Consultancy ApS ("we", "us", the "Provider") and the organisation that subscribes to AgencyOS (the "Customer", "you"). They cover your access to and use of the AgencyOS platform, its websites, APIs, mobile interfaces and any related support (together, the "Service").

By creating an account, accepting an invitation to a workspace, signing an order form, or using the Service, you accept these Terms. If you accept on behalf of an organisation, you confirm that you are authorised to bind that organisation.

If we have signed a separate written agreement, master services agreement or order form with you, that document controls where it conflicts with these Terms.

AgencyOS is an operations platform for agencies and service businesses. Depending on the modules enabled for your workspace, it may include:

• lead, client and contract management, quoting and e-signature workflows;
• a dialer and telephony features, including call recording and transcription;
• email and SMS sending, and optional mailbox connection;
• task, production, workload and project management;
• time tracking, clock-in/clock-out, KPI, commission and payroll-support calculations;
• invoicing, finance and debt-collection workflows, with optional accounting sync;
• employee and customer satisfaction surveys, and reporting on the results;
• AI assistance such as transcription, summarisation, call analysis and text generation.

We provide the Service on a subscription basis. Features vary by plan and by the modules your workspace administrators enable.

Trials, pilots and beta features

We may offer free trials, pilots or features labelled beta, preview or early access. These are provided as-is, without any availability or support commitment, may change or be withdrawn at any time, and are excluded from any service level or warranty. Data you enter during a trial is deleted if the trial ends without a subscription, subject to the export window in section 16. Do not use a beta feature for anything you cannot afford to lose.

Eligibility

The Service is intended for business use by people aged 18 or over. It is not offered to consumers and is not directed at children.

Users and roles

You may allow your employees and contractors ("Users") to access your workspace. Access is controlled by roles and per-area permissions that your administrators configure. You are responsible for:

• the accuracy of the roles and permissions you assign;
• everything done under your Users' accounts;
• removing access promptly when a User leaves your organisation;
• keeping credentials confidential and not sharing logins between people.

Tell us at taras@agencyos.tech without undue delay if you suspect an account has been compromised.

"Customer Data" means everything you and your Users submit to or generate in the Service: leads and contacts, client records, contracts, documents, messages, call recordings and transcripts, invoices, time entries, survey responses and similar records.

• You own it. As between the parties, Customer Data belongs to you. We claim no ownership over it.
• Limited licence to us. You grant us a non-exclusive, worldwide licence to host, copy, transmit, display and process Customer Data solely to provide, secure, support and improve the Service for you, and as otherwise instructed by you.
• Your responsibility for content. You confirm you have the rights and, where required, the consents and lawful basis to put Customer Data into the Service — including personal data about your employees, clients and prospects.
• Data protection. Where we process personal data on your behalf we act as a processor and you act as the controller. Our Privacy Policy describes this in detail; a Data Processing Agreement is available on request.

We do not sell Customer Data, and we do not use it to train third-party AI models except as needed to deliver a feature you have chosen to use.

You and your Users must not:

• break the law, or infringe anyone's rights, using the Service;
• upload malware, attempt to gain unauthorised access to the Service or to another customer's workspace, or probe, scan or load-test the Service without our written permission;
• reverse engineer, decompile or copy the Service, except where law forbids that restriction;
• resell, sublicense or provide the Service as a service bureau to third parties without our agreement;
• use the Service to send unlawful, deceptive, harassing or unsolicited communications, or to build lists of people who have asked not to be contacted;
• circumvent usage limits, seat counts, rate limits or the permission model, or misuse the AI features to generate unlawful or deceptive content;
• upload special-category personal data (such as health data) unless we have agreed to it in writing.

If your use threatens the security, integrity or availability of the Service, we may restrict or suspend the offending activity — see section 16.

The Service can place and receive phone calls, send SMS and email, and record and transcribe calls and meetings. These features carry legal obligations that fall on you as the party initiating the communication. You are responsible for:

• Recording notice and consent. Telling participants that a call or meeting is being recorded and obtaining consent where the law of any relevant jurisdiction requires it (one-party and all-party consent rules differ by country and by state).
• Marketing and telemarketing rules. Complying with do-not-call registries, calling-hours restrictions, consent requirements and identification rules that apply to your campaigns. The Service provides do-not-call lists, quiet-hours and disposition tooling; configuring and honouring them is your responsibility.
• Caller identity. Only using phone numbers and caller IDs you are entitled to use, and not spoofing or misrepresenting your identity.
• Email and SMS. Obtaining any necessary consent, honouring opt-outs, and complying with anti-spam law in the recipients' jurisdictions.
• Employee monitoring. Where the Service records employee activity — time tracking, call recording, performance metrics, satisfaction surveys — informing your staff and meeting any works council, consultation or transparency obligations that apply to you.

Telephony and messaging depend on third-party carriers. Carrier charges, number availability and delivery are subject to their terms and are not guaranteed by us.

Parts of the Service use third-party AI models to transcribe audio, summarise meetings and calls, analyse performance, draft text, generate presentation content and run AI voice agents. When you use these features:

• content you submit (for example call audio, transcripts, notes or prompts) is sent to the relevant AI provider listed in our Privacy Policy so it can return a result;
• output is generated automatically, can be wrong, incomplete or biased, and must be reviewed by a person before you rely on it — particularly for contract terms, financial figures, performance evaluations or anything sent to a client;
• output is not legal, tax, financial or HR advice, and must not be used as the sole basis for a decision that has a legal or similarly significant effect on a person;
• you must not submit content to AI features that you are not permitted to disclose to a sub-processor;
• similar or identical output may be generated for other customers; we make no claim of exclusivity over AI output.

As between you and us, and to the extent allowed by law, output generated from your input is treated as Customer Data.

The Service integrates with third-party products — telephony carriers, email providers, calendars and scheduling, video meetings, accounting systems, payment processors, AI providers and screen recording. If you enable an integration:

• you authorise us to exchange the data needed to make the integration work;
• your use of that product is governed by that provider's own terms and privacy policy;
• we are not responsible for third-party products, their availability, or what they do with data you direct us to send them.

Disconnecting an integration stops future exchange but does not delete data already shared.

• Fees. You pay the fees set out in your order form, plan or in-app checkout. Unless stated otherwise, fees are in the currency shown at purchase and exclude VAT and other taxes, which you are responsible for.
• Billing cycle. Subscriptions renew automatically for successive periods equal to the current term unless cancelled before the renewal date.
• Usage-based charges. Telephony, messaging, AI and similar consumption may be billed on usage in addition to subscription fees.
• Seats. If you add Users mid-term, additional seats are charged from the date they are added.
• Late payment. Overdue amounts may accrue interest at the rate permitted by law, and we may suspend access after reasonable notice.
• No refunds. Except where required by law or expressly agreed, fees are non-refundable and are not pro-rated on early termination.
• Price changes. We may change prices with at least 30 days' notice before your next renewal.

We and our licensors own the Service, including its software, design, documentation and trademarks. These Terms grant you a limited, non-exclusive, non-transferable right to use the Service during your subscription, and nothing more.

If you send us feedback or suggestions, we may use them to improve the Service without obligation or compensation to you.

We may generate aggregated, de-identified statistics about how the Service is used and use them to operate and improve the Service. Such data will not identify you, your Users or any individual.

Each party may receive non-public information from the other. The receiving party will use it only to perform under these Terms, protect it with at least reasonable care, and disclose it only to people who need it and are bound by similar obligations. This does not apply to information that is public through no fault of the receiver, independently developed, or lawfully obtained elsewhere, and does not prevent disclosure required by law — where permitted, the receiving party will give notice first.

We aim to keep the Service available and to give reasonable notice of planned maintenance. Unless an order form states a specific service level, the Service is provided without an uptime commitment or service credits.

Support is provided by email at taras@agencyos.tech and through the in-app bug reporting tool during business hours. To resolve an issue we may need to access your workspace; we do so only as needed for support, security or legal reasons.

Each party warrants that it has the authority to enter into these Terms. We warrant that we will provide the Service with reasonable skill and care.

Except as expressly stated, the service is provided "as is" and "as available". To the maximum extent permitted by law we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and any warranty that the service will be uninterrupted, error-free, or that AI output will be accurate.

The Service is a business tool. It does not provide legal, tax, accounting, financial or HR advice, and calculations it produces — margins, commissions, KPIs, invoices, forecasts — must be verified by you before you rely on them.

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, goodwill, or lost or corrupted data, even if advised of the possibility.

Each party's total aggregate liability arising out of or relating to these Terms is limited to the fees you paid or owed for the Service in the twelve months before the event giving rise to the claim.

These limits do not apply to your obligation to pay fees, to either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or to any liability that cannot be limited under applicable law.

You will defend and indemnify us against third-party claims arising from Customer Data, from your or your Users' breach of these Terms or of applicable law, and in particular from your calling, recording, messaging or employee-monitoring activities.

We will defend and indemnify you against third-party claims that the Service, as provided by us and used in accordance with these Terms, infringes that party's intellectual property rights.

In each case the indemnified party must give prompt notice, allow the indemnifying party to control the defence, and provide reasonable cooperation.

• Term. These Terms run from when you first use the Service until your subscription ends.
• Termination for convenience. You may cancel effective at the end of your current billing period.
• Termination for cause. Either party may terminate on material breach that is not cured within 30 days of written notice.
• Suspension. We may suspend access — with notice where practicable — for non-payment, a security threat, or use that violates section 5 or exposes us or other customers to legal risk. We will limit any suspension to what is necessary.
• Data on exit. For 30 days after termination you may request an export of Customer Data. After that we delete or anonymise it within 90 days, except where we must retain records by law. Backups age out on their normal cycle.
• Survival. Sections on Customer Data ownership, intellectual property, confidentiality, disclaimers, liability, indemnities and general terms survive termination.

We develop the Service continuously and may add, change or remove features. We will not materially reduce the core functionality of a paid plan during a term without notice.

We may update these Terms. For material changes we will give reasonable advance notice by email or in-app before they take effect. Continuing to use the Service after the effective date means you accept the updated Terms; if you do not, you may terminate before that date.

• Governing law. These Terms are governed by the laws of Denmark, without regard to conflict-of-laws rules. Disputes are subject to the exclusive jurisdiction of the Copenhagen City Court (Københavns Byret), Denmark.
• Assignment. Neither party may assign these Terms without the other's consent, except to a successor in a merger or sale of substantially all assets.
• Subcontractors. We may use sub-processors to provide the Service and remain responsible for their performance. Current sub-processors are listed in the Privacy Policy.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.
• Entire agreement and severability. These Terms, together with any order form and data processing agreement, are the entire agreement between the parties. If a provision is unenforceable, the rest remains in effect.
• No waiver. Failure to enforce a provision is not a waiver of it.
• Order of precedence. Where documents conflict, the order is: a signed order form or master services agreement, then the data processing agreement, then these Terms, then any policy referenced in them.
• Notices. Legal notices to you are given by email to your account's billing or administrator address, or in-app; notices to us go to taras@agencyos.tech. Notice is effective on the day it is sent by email, or on delivery if sent by post.
• Dispute resolution. Before starting proceedings, each party will raise the dispute in writing and the parties will try in good faith to resolve it through senior-level discussion within 30 days. Either party may seek injunctive relief for misuse of intellectual property or confidential information at any time.
• Consumer rights. The Service is offered for business use only. Nothing in these Terms limits statutory rights that cannot be waived under mandatory Danish or EU law where such law applies to you.
• Language. These Terms are drafted in English; the English version prevails over any translation.
• No third-party rights. These Terms create rights only between you and us; no other person may enforce them.

Questions about these Terms: SY Consultancy ApS (CVR no. 41963972), taras@agencyos.tech, C/O VXC, Amaliegade 45, 1., 1256 København K, Denmark.