Managed service agreement

Version 2026-11-03-v6

Provider is Cory Chandler, a sole proprietor doing business as Desk Overflow, based in Vinton, Iowa. Contact and cancellation email: desktopoverflow@gmail.com. Provider postal notice details and the customer’s legal identity are recorded in the private signed Service Order. These published standard terms become contractual only when incorporated into a mutually accepted customer-specific Order; submitting a plan request is not contract execution.

The signed Order controls selected scope, fees, included allowances, dates and specific written overrides. The data-processing schedule controls personal-data handling. Current base and add-on scopes are described on the plan page. No automatic paid overages apply unless separately authorized in writing.

1. Agreement structure and scope

1.1 Documents. This Agreement governs the services purchased under each mutually executed Order Form (“Order”). The applicable signed Order, this Agreement, any signed Statement of Work (“SOW”), and the signed Data Processing Addendum (“DPA”) form the contract. In a conflict, the DPA controls only personal-data processing; the Order controls client-specific fees, allowances, effective dates and scope; a signed SOW controls a particular custom deliverable; this Agreement controls otherwise. No website marketing language or oral promise changes the contract.

1.2 Services. Provider will configure, operate and maintain only the managed services expressly listed in the Order, potentially including inbound AI answering, lead intake, approved FAQs, appointment workflows, customer communication, CRM tracking and reports (“Services”). Any add-on, new location, new language, outbound campaign, website, integration or substantial scope expansion requires written approval and any applicable additional charges.

1.3 Third-party platform. Services depend on third-party products, including HighLevel, telecommunications carriers, AI models, payment processors and client systems (“Vendors”). Provider does not own or control Vendor networks or guarantee their operation. Provider will take commercially reasonable steps to investigate supported failures and use configured fallback procedures.

2. Onboarding, acceptance and activation

2.1 Prerequisites. Before live use, Client must (a) sign the Order and this Agreement and any applicable DPA; (b) pay the agreed setup fee; the first service payment is due at approved Go-Live; (c) provide requested business information, verified numbers, hours, calendars, escalation contacts, approved prompts and FAQs; (d) authorize integrations and phone-number routing; and (e) complete applicable legal, consent, and carrier approvals. Provider may decline or postpone risky or unsupported configurations.

2.2 Setup versus Go-Live. Setup starts after prerequisites reasonably necessary to commence configuration are received. “Go-Live” means Client has reviewed the final agent script and routing plan, both Parties have completed agreed testing, and Client has provided written approval to activate. Provider must not intentionally activate unapproved outbound AI or marketing campaigns.

2.3 Review window. Client will reasonably review test results and respond to written acceptance requests within five business days. Unresolved defects affecting the core purchased function will be documented and addressed before Go-Live or resolved through a mutually agreed revised scope. Silence does not count as Go-Live acceptance.

2.4 Implementation delay. If Client does not supply required access, approvals or information within 30 days after reasonable written request, Provider may pause setup and propose a new launch date. Fees for completed setup work are governed by Section 5; any additional work requires agreement.

3. AI operation, limitations and safety

3.1 No performance guarantee. AI may misunderstand, hallucinate, misroute, miss calls, fail to book, provide incomplete information or be unavailable. The Services do not guarantee lead conversion, revenue, a particular number of booked appointments, uninterrupted availability, error-free responses or human-equivalent judgment. The service is not an emergency alert, dispatch, medical, legal, financial or life-safety system.

3.2 Approved scope. Client must approve accurate knowledge-base information, pricing statements, service regions, availability and booking rules. Unless the signed Order expressly says otherwise, the AI must not make binding promises, quotes, refunds, contract commitments, diagnoses, regulated advice, or emergency instructions. Provider may block unsafe instructions and request revisions.

3.3 Fallback. The Order must specify approved forwarding destination(s), after-hours handling, incident contact, permitted voicemail/notification behavior and support hours. Provider will configure the mutually approved, technically supported fallback. Client is responsible for keeping live human contact points operational and for follow-up after notifications. Carrier outages may prevent fallback from functioning.

3.4 Emergency calls. The agent must direct apparent emergencies to local emergency services where technically possible and must not be marketed as an emergency-response service. Client remains responsible for providing proper emergency contact instructions and staffing where its business requires it.

3.5 Testing and oversight. Client will monitor the business impact of communications, review lead and appointment notifications, correct inaccurate information promptly, and notify Provider of defects. Provider will perform the level of service review and maintenance stated in the Order; no continuous human monitoring is implied.

4. Client responsibilities and lawful use

4.1 Client remains the business of record for its callers, contacts, advertising and appointments. Client represents that it has rights to use the names, numbers, accounts, data, content and systems it provides, and shall provide accurate business identity, routing instructions and escalation contacts.

4.2 Client shall not use the Services for unlawful, deceptive, harassing or discriminatory conduct; unlawful marketing; deceptive impersonation; or collection of regulated sensitive information without a separately approved and appropriately safeguarded scope. No healthcare/PHI, payment-card storage, children’s data, highly sensitive financial information or other regulated processing is accepted under the standard package.

4.3 Client shall not instruct the AI to make claims it cannot substantiate and shall keep all required consumer notices, policies and consents accurate. Client must notify Provider of material changes to business hours, prices, promotions, geographic coverage, calendar settings, and applicable rules before deploying them.

5. Fees, billing, taxes and refunds

5.1 Price and currency. All fees and allowances are specified in the signed Order, in U.S. dollars. Setup fees are distinct from recurring fees. Approved add-ons and additional locations are itemized separately. Provider may not impose an undisclosed recurring charge.

5.2 Setup and Go-Live. Setup is invoiced after both parties complete a feasible signed Service Order. The first monthly service fee is due at written approved Go-Live, after testing, and subsequent periods renew on the calendar-month anniversary stated in the order. Setup work is documented. If Provider primarily fails to achieve Go-Live within 45 days after all prerequisites are supplied, Client may cancel and receive unearned subscription amounts and setup fees attributable to work not performed, subject to applicable law and Provider breach remedies. If Client abandons setup, only the reasonable documented value of work actually performed may be retained up to the setup fee. Silence is not acceptance.

5.3 Payment authorization. Recurring card/ACH payments require a separate clear payment authorization or an approved processor checkout consent describing amounts, frequency, cancellation and contact details. Provider will issue itemized invoices/receipts, showing legally applicable sales taxes separately. Client may dispute invoice errors in writing within 15 days, without waiving non-waivable rights.

5.4 Overage authorization and measurement. The signed Order must state included AI voice minutes, source of measurement, rounding rule, and per-minute overage price. No overages or add-on costs may be billed without a separately captured affirmative authorization identifying the rate and a monthly dollar cap. If usage nears the cap, Provider shall notify Client using the agreed channel and follow the agreed continuation/fallback procedure; an unapproved cap does not authorize silent intentional call rejection. Technical failures or third-party expenses do not automatically become chargeable customer overages. Each itemized invoice will show measured usage and authorized overage amounts.

5.5 Late payment. Undisputed fees not received within 10 calendar days of written overdue notice may lead to suspension under Section 8. No late fees or interest apply unless separately disclosed in the Order and permitted by law. Provider may require a valid payment method for continued service.

5.6 Sales taxes. Fees are exclusive of sales, use, telecommunications or similar transaction taxes when legally chargeable and properly invoiced. Provider will determine applicable collection requirements for each customer and jurisdiction and separately identify collected taxes. Client shall supply valid exemption documents if claiming exemption. Provider is responsible for its own income and payroll taxes; tax collection does not create an automatic obligation to charge tax in every state.

5.7 Cancellation and refunds. The setup fee is earned only to the extent of reasonably documented setup work actually performed, subject to Section 5.2 and any applicable law. Upon cancellation before Go-Live, unearned prepaid subscription fees will be refunded; approved third-party nonrefundable purchases disclosed in writing may be deducted where legally permitted. Once a live-service period begins, that period’s subscription generally is not refundable solely for convenience cancellation; material prolonged failure of the core purchased service, Provider breach, and mandatory law may require a credit or refund. No refund policy excludes statutory or non-waivable remedies. Provider will give a written breakdown of retained amounts when asked.

6. Usage, changes and support

6.1 Included minutes. Voice usage means AI-connected call minutes as measured by the billing source identified in the Order. The Order must specify whether rounding occurs per call or in aggregate, whether transfers/recording/transcription count, and any charges for numbers, SMS segments, email or premium features. Provider will not represent third-party “unlimited” services as unlimited usage for Client.

6.2 Changes. Minor corrections of factual information are within the reasonable maintenance scope in the Order. New workflows, substantial prompt rewrites, integrations, campaigns, phone-number moves, or changes exceeding included revisions require a separate estimate and written approval.

6.3 Support. Standard support hours, channel, response targets and incidents covered are in the Order. Any response target is a target rather than a guaranteed restoration time unless an expressly signed service-level commitment says otherwise.

7. Communication, recording, SMS and privacy compliance

7.1 AI identification and call recording. The Parties will approve a caller greeting and a jurisdiction-appropriate recording/transcription procedure before activation. Provider will not enable recording or transcription unless the applicable notice and consent process is implemented and approved. Because caller locations may differ from Client location, a single state’s law may be insufficient. If compliance is uncertain, disable recording/transcription pending verification.

7.2 SMS and outbound automation OFF by default. Automated texts, marketing sequences and AI-initiated outbound calls are outside standard inbound-answering scope unless separately listed on the Order or addendum and activated after applicable consent, registration, verification, opt-out and other legal requirements. A phone number in an inquiry is not by itself marketing consent. Client provides records of consent and approved use cases; Provider must configure agreed stop/help and suppression functionality and comply with laws applicable to its own conduct.

7.3 A2P/carriers. Any required U.S. messaging brand/campaign registration or toll-free verification must be completed for the appropriate business and use case, and approval is not guaranteed. Carrier fees, review periods and permitted throughput are not controlled by Provider. Client may not use unapproved campaigns.

7.4 Personal data. The Parties will comply with the signed DPA and laws applicable to their respective activities. Client retains responsibility for determining lawful collection, purpose and communications with individuals. Provider will implement reasonable role-based access, authentication, data minimization and supplier controls appropriate to the agreed service. Data incidents are handled under the DPA and applicable notification law; the contract does not replace mandatory statutory notices.

8. Term, cancellation, suspension and exit

8.1 Month-to-month; simple cancellation. Setup obligations begin on the Effective Date. Recurring service periods are monthly beginning at documented Go-Live and renew monthly unless canceled. Either Party may cancel for convenience by written notice at any time, including by the designated cancellation email or an available online cancellation method. Cancellation is effective at the end of the then-current paid service period, and no further subscription term renews after receipt of cancellation. No advance seven-day cutoff and no multi-month minimum apply unless a separately signed Order clearly and lawfully specifies otherwise. Provider will acknowledge cancellation and identify the effective service-end date. Charges already authorized for completed work or recorded overages remain payable; prepaid amounts are handled under Section 5.7.

8.2 Material breach. Either Party may terminate for material breach not cured within 15 days after detailed written notice; immediate termination is permitted where cure is impossible, use is unlawful, or an immediate material security/safety risk exists. Where Provider materially breaches and fails to cure, Client receives a pro rata refund of unused prepaid subscription fees and any other remedies required by law.

8.3 Suspension. Provider may suspend affected Services immediately where reasonably necessary to address fraud, harmful misuse, a security incident, an order from a carrier/regulator, or credible unlawful activity; Provider shall notify Client promptly when lawful and practical. For nonpayment, suspension requires the overdue notice in Section 5.5. Provider will use commercially reasonable efforts to provide the agreed fallback where technically available, but may not guarantee it during carrier outages or legal restrictions.

8.4 Exit assistance. Within 15 days after termination and upon reasonable written request, Provider will make Client-owned exportable contact/lead records available in a commonly used format to the extent technically and legally permitted. Number ownership, port-out, and domain transfers depend on actual provider records and carrier rules; Provider will reasonably cooperate with authorized transfers subject to lawful charges. Data deletion/retention is governed by the DPA and legal holds. Provider may retain invoices, consent and security records as legally required.

9. Intellectual property and confidentiality

9.1 Client retains ownership of Client-supplied names, trademarks, approved materials and underlying Client records. Provider retains ownership of preexisting templates, prompts, know-how, standard workflows and tools. Client receives a nonexclusive right to use applicable configured deliverables during the paid term; no transfer of HighLevel or third-party software ownership is implied.

9.2 Each Party shall use the other’s nonpublic business, personal and technical information solely for contract purposes and protect it using reasonable care. Disclosure is permitted to authorized personnel and service providers with appropriate confidentiality duties, or as legally required after notice when permitted. Exclusions include information already public without breach, independently developed or legitimately received without restriction.

9.3 Neither Party may use the other’s name or logo in marketing or publish testimonials without separate permission. Provider will not sell Client contact lists or repurpose caller content for unrelated marketing. AI-model training use is governed by actual vendor settings and the DPA; no unsupported promise is made about vendor processing.

10. Warranties and disclaimers

10.1 Each Party represents it is authorized to enter this Agreement. Provider will perform configuration and maintenance with reasonable care and skill consistent with the agreed scope. Client warrants its content and instructions are lawful and accurate to its knowledge.

10.2 EXCEPT FOR EXPRESS OBLIGATIONS IN THIS AGREEMENT AND TO THE EXTENT PERMITTED BY LAW, PROVIDER DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NOTHING IN THIS SECTION DISCLAIMS NON-WAIVABLE RIGHTS OR PROVIDER’S EXPRESS DUTY TO USE REASONABLE CARE. SERVICES ARE NOT A SUBSTITUTE FOR CLIENT STAFFING, OVERSIGHT OR EMERGENCY SYSTEMS.

11. Allocation of risk and liability

11.1 Subject to Section 11.3 and mandatory law, neither Party is responsible to the other for indirect, consequential, special, punitive or exemplary damages, or speculative lost business opportunities, arising solely under this Agreement. This provision does not affect non-waivable remedies, amounts expressly promised as credits/refunds, or liabilities excluded under Section 11.3.

11.2 Aggregate liability cap. Subject to Section 11.3 and applicable law, each Party’s total liability to the other for covered claims arising under this Agreement is limited to the greater of (a) three times the monthly recurring service fee in the signed Order or (b) recurring service fees paid or payable during the three months immediately preceding the event giving rise to the claim. Setup fees, taxes, and third-party pass-through fees are excluded from calculating this cap. Multiple claims from a common event do not increase the cap. This clause does not create insurance, control claims by nonparties, or guarantee that a court will enforce the stated cap.

11.3 Excluded liabilities. Sections 11.1–11.2 do not limit claims that applicable law forbids the Parties from limiting; fraud or intentional misconduct; payment of undisputed fees properly owed; and liabilities expressly excluded by a signed separate addendum. Any different allocation for gross negligence, confidentiality, security breaches, intellectual-property misuse or third-party indemnity must be expressly stated in a mutually signed Order or DPA, subject to mandatory law. This Agreement does not purport to waive non-waivable statutory or consumer rights, or bind callers or other nonparties.

11.4 Client controls its business obligations and follow-up; Provider controls its own configurations and personnel. Neither Party may shift to the other responsibility for its own unlawful acts through a contractual label alone.

12. Third-party claims and indemnification

12.1 Limited third-party indemnity. To the extent permitted by law, Client shall defend and indemnify Provider from third-party claims to the extent directly caused by Client-provided unlawful advertising content, knowingly unauthorized contact lists, or Client instructions that Provider had not materially altered, except to the extent caused by Provider’s independent negligence, misconduct, breach, or unlawful implementation. Provider shall defend and indemnify Client only for third-party claims to the extent directly caused by Provider’s intentional misconduct or its infringement of third-party intellectual-property rights through Provider-created materials, excluding use of Client-provided materials. Neither Party guarantees reimbursement for all legal costs or all consequential losses. This clause must be reviewed in relation to Sections 11.2–11.3 and any signed DPA.

12.2 Procedure and cap. The indemnified Party must promptly notify the other of a claim, reasonably cooperate at the defending Party’s expense, and allow a reasonable defense subject to written consent before any admission or settlement imposing obligations on the indemnified Party. Defense expenses count toward the applicable Section 11.2 cap except where mandatory law or an express negotiated exception requires otherwise. Neither Party must indemnify the other for that other Party’s independent fault. This allocation is proposed and may be unenforceable in part under applicable law.

13. General terms

13.1 Independent contractor. Provider is an independent contractor, not Client’s employee, fiduciary, business partner or agent authorized to bind Client except for specifically approved technical operations.

13.2 Governing law; forum. Iowa law governs contract interpretation, excluding conflict-of-laws rules, except where mandatory law requires otherwise. Subject to legally required venue, exclusive courts for contract disputes are state or federal courts serving the venue identified in the signed Service Order, Iowa. Parties will first attempt good-faith resolution for 15 days after written dispute notice; either may seek urgent injunctive relief where permitted.

13.3 Notices. Formal notices under this Agreement must be sent to the email and postal notice addresses on the signed Order; email notice is effective on acknowledgment or one business day after successful transmission without bounce, except where law requires a different method. Routine support messages do not constitute termination notice unless identified as such.

13.4 Force majeure. Neither Party is responsible for delays beyond reasonable control, including broad telecommunications outages, cyberattacks not caused by its failure to exercise required care, natural disasters or government restrictions, but must give prompt notice and make reasonable mitigation efforts. Fees for periods without materially available core service will be assessed fairly, and either Party may terminate if a material interruption continues over 30 days.

13.5 Assignment. Client may not assign this Agreement without consent not unreasonably withheld; Provider may assign with notice to a successor to substantially all relevant business assets, subject to continued data protections and lawful consent requirements. Neither Party may bind the other through unauthorized subcontracting.

13.6 Entire agreement; severability; waiver. This Agreement and signed exhibits replace prior proposals for covered Services. Amendments must be in writing, including accepted electronic signatures. Invalid portions are severed to the minimum extent necessary; failure to enforce a term once is not a waiver. Electronic counterparts may be signed where permitted.

13.7 Survival. Accrued payments, data/record obligations, intellectual property, confidentiality, limitations of liability, indemnification, dispute provisions and other provisions intended to survive continue as applicable after termination.

Electronic records and customer approvals

Customer-specific agreement acceptance must identify the signer, authority, business, order terms, document version and date. Copies are supplied to both parties. A website acknowledgment or Stripe receipt alone is not the separate go-live or recurring-payment authorization. No past signed agreement is changed by publishing this version.

Billing and cancellation · Data processing · Customer requirements

New-order setup choices and support scope (v6)

For new orders expressly adopting v6, Basic is $499/month with customer-led base setup and no base implementation fee. Optional done-for-you base setup is $500 once: one location, one inbound agent, approved FAQ content, email notices, one forwarding/fallback flow, acceptance testing and one consolidated revision round. Add-on setup charges remain separate. Self-setup includes templates, access/platform-fault support and one launch checklist review, not hands-on custom implementation or unlimited training. The signed Order controls any variance. Existing accepted orders are not changed by this publication.

Support review hours are Monday–Friday, 6–9 p.m. Central, excluding holidays; initial reply target is two business days, not a resolution guarantee. Automated answering coverage follows the approved schedule; support is not emergency dispatch. The customer approves its answers and is responsible for authorized content, recipients and changes it makes. Desk Overflow remains responsible for its own contractual duties; customer configuration does not waive mandatory rights or excuse provider misconduct.

Before Go-Live, confirm number ownership/control, actual data schedule and notices, named access, test outcomes, no-overage fallback and rollback. Number ownership, export/transfer assistance and any provider-controlled resource restrictions must be stated in the Order; no port or number release is implied by a routing form.