Effective Date: October 26, 2025 | Last Reviewed: April 26, 2026
IMPORTANT — PLEASE READ CAREFULLY: These Terms and Conditions constitute a legally binding agreement between you and NextWave Automation. By accessing or using the Services, executing a service order, or otherwise indicating your acceptance (including electronically), you agree to be bound by these Terms in their entirety. If you do not agree, do not access or use the Services.
The following defined terms apply throughout these Terms and Conditions:
This Agreement is formed and becomes legally binding upon the earliest of the following: (a) Client's electronic or written acceptance of these Terms; (b) Client's execution of a service order or proposal referencing these Terms; (c) Client's payment of any Fee; or (d) Client's access to or use of the Services.
Electronic acceptance, including clicking an "I Agree" button or submitting payment, constitutes a valid and binding electronic signature in accordance with Ontario's Electronic Commerce Act, 2000, S.O. 2000, c. 17.
These Terms supersede all prior representations, negotiations, understandings, or agreements between the parties relating to the subject matter hereof, whether written or oral.
NextWave Automation provides professional AI-powered business automation solutions for commercial clients, which may include:
NextWave Automation reserves the right to modify, update, enhance, or discontinue any feature or component of the Services at any time, provided that we will use commercially reasonable efforts to provide at least fourteen (14) days' prior written notice to Clients where a modification materially affects the Services they are actively using. Modifications made to improve performance, security, or regulatory compliance may be implemented immediately and without prior notice.
NextWave Automation will use commercially reasonable efforts to ensure the Services are available and operational on a continuous basis. However, we do not guarantee uninterrupted, error-free, or perfectly secure operation. Scheduled maintenance, third-party infrastructure outages, or circumstances beyond our reasonable control may result in temporary unavailability of the Services. We will use reasonable efforts to minimize disruptions and to provide advance notice of planned maintenance where practicable.
Client agrees to:
Client agrees to use the Services exclusively for lawful business purposes. The following uses are strictly prohibited:
NextWave Automation reserves the right to suspend or terminate Client's access to the Services immediately and without notice in the event of a violation of this Section.
All Fees are denominated and payable in Canadian dollars (CAD) unless otherwise specified in writing by NextWave Automation. The applicable Fees for the Services selected by Client are set out in the service order or proposal provided at the time of onboarding.
Any applicable setup or onboarding fee becomes due and payable upon execution of this Agreement or Client's acceptance of a service order. Setup fees are non-refundable upon the earlier of: (a) delivery of the client onboarding questionnaire; or (b) the first scheduled onboarding or configuration call between the parties, regardless of whether the Client completes the onboarding process or elects to terminate the Agreement.
Subscription fees are billed monthly in advance on a recurring basis, commencing on the date the Services are made available to Client. All invoices are due upon receipt unless otherwise agreed in writing. Payments are processed through our third-party payment processor, and Client authorizes NextWave Automation to charge the payment method on file at the start of each Subscription Term.
Invoices not paid within seven (7) calendar days of the due date shall bear interest at the rate of 1.5% per month (18% per annum) on the outstanding balance, compounded monthly, from the due date until the date of payment in full. NextWave Automation reserves the right to suspend or terminate access to the Services upon seven (7) days' written notice if any payment remains outstanding, without prejudice to any other remedy available at law or equity.
If Client disputes any portion of an invoice in good faith, Client must notify NextWave Automation in writing within seven (7) days of the invoice date, specifying the nature of the dispute. Undisputed portions of an invoice remain due and payable on the original due date. The parties shall use commercially reasonable efforts to resolve any billing dispute within fifteen (15) business days of notice.
NextWave Automation reserves the right to adjust its subscription fees upon not less than thirty (30) days' written notice to Client. Continued use of the Services following the effective date of a fee change constitutes Client's acceptance of the revised fees.
All Fees are exclusive of applicable taxes. Client is responsible for all applicable federal and provincial sales, use, goods and services, harmonized sales, or other taxes (including HST) arising from the purchase or use of the Services, except for taxes based on NextWave Automation's income.
All scripts, automation workflows, voice agent configurations, SMS agent templates, system architecture, proprietary methodologies, software, branding, trademarks, trade names, and technology developed, owned, or licensed by NextWave Automation — including any improvements, modifications, or derivative works thereof — remain the exclusive intellectual property of NextWave Automation. Nothing in this Agreement transfers ownership of any NextWave Automation intellectual property to Client.
Subject to Client's compliance with this Agreement and timely payment of all applicable Fees, NextWave Automation grants Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for Client's internal business purposes during the active Subscription Term. This license terminates automatically upon expiry or termination of this Agreement for any reason.
As between the parties, Client retains all ownership rights in and to Client Data. Client grants NextWave Automation a limited, non-exclusive, royalty-free license to access, process, store, and use Client Data solely to the extent necessary to provide the Services, fulfill obligations under this Agreement, and comply with applicable law. NextWave Automation does not claim any ownership rights in Client Data.
If Client provides suggestions, feedback, or recommendations regarding the Services, NextWave Automation may use such feedback freely and without restriction or compensation to Client.
Each party (the "Receiving Party") agrees to hold the other party's (the "Disclosing Party's") Confidential Information in strict confidence and to use such information solely for the purposes of performing obligations or exercising rights under this Agreement. Each party agrees to protect the other's Confidential Information using at least the same degree of care it uses to protect its own Confidential Information, but in no event less than a reasonable degree of care.
Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known to the Receiving Party prior to disclosure without restriction; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is required to be disclosed by applicable law, regulation, or court order, provided the Receiving Party gives the Disclosing Party prompt written notice and cooperates with any efforts to obtain confidential treatment.
Confidentiality obligations under this Section survive termination or expiry of this Agreement for a period of three (3) years.
NextWave Automation will collect, use, store, and process Client Data and End User personal information only as necessary to provide the Services, in accordance with our Privacy Policy (available at nextwaveautomation.ca/privacy) and all applicable privacy legislation, including PIPEDA. The Services may involve the recording of voice calls processed through AI voice agents, and such recordings may be stored and processed in accordance with the Privacy Policy.
Client represents and warrants that: (a) Client has obtained all legally required consents, authorizations, and approvals from End Users for the collection and processing of their personal information through the Services; (b) Client's deployment and use of the Services complies with all applicable privacy and data protection laws; and (c) Client has provided End Users with appropriate notice that automated systems may be used to collect and process their personal information.
Client Data will not be accessed by NextWave Automation except for the purposes of providing, maintaining, and improving the Services, performing technical support or troubleshooting at Client's request, or complying with applicable law. NextWave Automation will not sell, rent, or disclose Client Data to third parties for marketing or any other unauthorized purpose.
The Services may rely upon, integrate with, or be powered in part by third-party platforms, software, APIs, telecommunications carriers, or cloud infrastructure providers (collectively, "Third-Party Services"). NextWave Automation does not control Third-Party Services and is not responsible for their availability, performance, accuracy, security, or compliance with applicable laws.
Client acknowledges that: (a) disruptions or changes to Third-Party Services may affect the availability or functionality of the Services; (b) Client's use of any Third-Party Services integrated with the Services may be subject to the terms and conditions of those third-party providers; and (c) NextWave Automation shall not be liable for any loss, damage, or claim arising from or related to Third-Party Services.
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEXTWAVE AUTOMATION EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
Without limiting the foregoing, NextWave Automation does not warrant that: (a) the Services will meet Client's specific requirements or expectations; (b) the Services will operate uninterrupted, error-free, or without loss of data; (c) any errors or defects in the Services will be corrected within a specific timeframe; or (d) the results obtained through the use of the Services — including lead generation outcomes, booking rates, or response quality — will achieve any particular business outcome.
AI-generated outputs, including voice agent responses, chatbot replies, and lead capture results, are generated by automated systems and may contain errors or inaccuracies. Clients are responsible for reviewing and validating all AI outputs before relying on them for business decisions.
The Services are designed to enhance and support Client's business operations. They are not a substitute for professional judgment, human oversight, or compliance with applicable regulatory requirements. Client retains full responsibility for supervising, reviewing, and managing all outputs generated by Automated Systems.
Client agrees to defend, indemnify, and hold harmless NextWave Automation and its officers, directors, employees, agents, and contractors from and against any and all claims, actions, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or relating to:
NextWave Automation reserves the right, at its own expense, to assume exclusive control of any matter subject to indemnification by Client. Client shall cooperate fully with NextWave Automation in connection with any such matter.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NEXTWAVE AUTOMATION BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES — INCLUDING WITHOUT LIMITATION LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF DATA, OR LOSS OF GOODWILL — ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF NEXTWAVE AUTOMATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL NEXTWAVE AUTOMATION'S AGGREGATE LIABILITY TO CLIENT FOR ALL CLAIMS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO NEXTWAVE AUTOMATION IN THE THREE (3) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. This aggregate liability cap does not apply to damages arising from NextWave Automation's gross negligence or wilful misconduct.
The limitations in this Section reflect a reasonable allocation of risk between sophisticated commercial parties and form an essential basis of the bargain between the parties. These limitations apply notwithstanding any failure of essential purpose of any limited remedy and to the fullest extent permitted by the laws of the Province of Ontario.
Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) to the extent such delay or failure results from circumstances beyond that party's reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, war, terrorism, civil unrest, telecommunications failures, power outages, or third-party service provider failures (each, a "Force Majeure Event").
The party affected by a Force Majeure Event shall: (a) promptly notify the other party in writing of the nature and expected duration of the event; (b) use commercially reasonable efforts to mitigate the effects of the event and resume performance as soon as practicable; and (c) keep the other party regularly informed of its progress. If a Force Majeure Event continues for more than thirty (30) consecutive days, either party may terminate this Agreement upon written notice without liability, subject to payment of all Fees accrued prior to the termination date.
This Agreement commences on the date Client first accepts these Terms or accesses the Services, and continues on a month-to-month basis, renewing automatically at the start of each Subscription Term unless terminated in accordance with this Section.
Either party may terminate this Agreement for any reason upon not less than fourteen (14) calendar days' prior written notice to the other party. Termination by Client does not entitle Client to any refund of prepaid subscription fees for the then-current Subscription Term, which are non-refundable.
NextWave Automation may terminate this Agreement immediately and without prior notice upon the occurrence of any of the following:
Upon expiry or termination of this Agreement for any reason:
Sections 1, 6, 7, 10, 11, 12, 15, 15A, 16, 17, and 18 shall survive termination or expiry of this Agreement.
NextWave Automation complies fully with Canada's Anti-Spam Legislation (CASL). All commercial electronic messages sent by NextWave Automation, including promotional emails and SMS messages, are sent only with appropriate express or implied consent as required under CASL, include clear sender identification, and include a functioning unsubscribe mechanism. Clients deploying Automated Systems to communicate with End Users are solely responsible for ensuring their own CASL compliance, including obtaining and documenting all required consents.
By providing a telephone number through our website contact form, chat widget, or any other interface, you consent to receive SMS text messages from NextWave Automation in connection with your inquiry or service relationship. These messages are limited to customer care, service, and transactional communications. Message frequency varies based on your inquiry or engagement. Standard message and data rates may apply.
You may opt out of SMS communications at any time by replying STOP to any message received from us. For assistance, reply HELP. Opt-out requests will be processed within ten (10) business days. We do not share, sell, or disclose your telephone number to any third party for marketing or any other unauthorized purpose.
When Services are provided to clients located in the United States or deployed to End Users located in the United States, the parties acknowledge that additional regulatory requirements may apply, including but not limited to the Telephone Consumer Protection Act (47 U.S.C. § 227), the CAN-SPAM Act (15 U.S.C. §§ 7701–7713), and applicable state privacy laws including the California Consumer Privacy Act (Cal. Civ. Code § 1798.100 et seq.). Clients operating in U.S. jurisdictions are solely responsible for ensuring their deployment of the Services complies with all applicable federal and state laws. NextWave Automation reserves the right to require execution of a U.S. Compliance Addendum prior to activating Services for U.S.-based deployments. Fees for U.S.-based clients may be denominated in United States dollars (USD) as specified in the applicable service order.
In the event of any dispute, claim, or controversy arising out of or relating to this Agreement, or the breach, termination, or validity thereof ("Dispute"), the parties shall first attempt to resolve the Dispute through good-faith negotiation between senior representatives of each party. Either party may initiate this process by delivering written notice to the other party describing the Dispute in reasonable detail. The parties shall engage in good-faith negotiations for a period of not less than thirty (30) days from the date such notice is received ("Negotiation Period").
If the Dispute is not resolved during the Negotiation Period, either party may refer the matter to non-binding mediation administered by a mutually agreed-upon mediator located in the Province of Ontario. The costs of mediation shall be shared equally between the parties. Participation in mediation is a condition precedent to the commencement of any court proceedings, except where either party seeks emergency injunctive or equitable relief.
This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. Subject to Sections 16.1 and 16.2 above, each party irrevocably submits to the exclusive jurisdiction of the courts of the Province of Ontario, sitting in the Region of Waterloo, for the resolution of any Dispute that proceeds to formal litigation.
Notwithstanding the foregoing, either party may seek immediate injunctive, equitable, or other provisional relief from a court of competent jurisdiction without first engaging in the dispute resolution process set out above, where necessary to prevent irreparable harm, including but not limited to unauthorized use or disclosure of intellectual property or Confidential Information.
This Agreement, together with any applicable service order, proposal, or statement of work, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, representations, warranties, and agreements, whether written or oral, relating to that subject matter.
NextWave Automation reserves the right to amend these Terms at any time. Material amendments will be communicated to existing Clients by email or by posting a notice on our website at nextwaveautomation.ca with an updated effective date, not less than fourteen (14) days prior to the amendment taking effect. Client's continued use of the Services after the effective date of any amendment constitutes acceptance of the revised Terms. If Client does not agree to an amendment, Client may terminate this Agreement in accordance with Section 14.2 prior to the amendment's effective date.
If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, unlawful, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or if such modification is not possible, severed from the Agreement. The remaining provisions shall continue in full force and effect.
No failure or delay by either party in exercising any right or remedy under this Agreement shall operate as a waiver of that right or remedy. A waiver of any breach or default shall not constitute a waiver of any subsequent breach or default. All waivers must be in writing to be effective.
Client may not assign, transfer, or delegate any rights or obligations under this Agreement without the prior written consent of NextWave Automation. NextWave Automation may assign this Agreement, in whole or in part, to a successor in connection with a merger, acquisition, or sale of all or substantially all of its business assets, upon written notice to Client. Any purported assignment in violation of this Section is void.
The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, franchise, agency, or fiduciary relationship between the parties.
All notices required or permitted under this Agreement shall be in writing and deemed delivered: (a) when delivered personally; (b) one (1) business day after deposit with a nationally recognized courier; or (c) upon confirmed delivery by email. Notices to NextWave Automation shall be sent to [email protected] or to our mailing address set out in Section 18. Notices to Client shall be sent to the email address or mailing address on file with NextWave Automation.
For time-sensitive matters including security incidents or service disruptions, notice by email to [email protected] is sufficient and deemed received upon confirmed delivery.
This Agreement is for the sole benefit of the parties and their permitted successors and assigns. Nothing in this Agreement shall create or be deemed to create any rights in any third party.
The parties have expressly requested that this Agreement and all related documents be drafted in the English language. Les parties ont expressement demandé que la présente convention et tous les documents connexes soient rédigés en langue anglaise.
For all inquiries, notices, or concerns relating to these Terms and Conditions, please contact NextWave Automation at:
NextWave Automation
PO Box 127, Cambridge, Ontario N1R 5S9 Canada
Email: [email protected]
Website: nextwaveautomation.ca
© 2025–2026 NextWave Automation. All rights reserved. These Terms and Conditions are protected by applicable intellectual property laws.