These Terms of Service (“Terms”) govern the provision of services by DUALSTACK LLC (“DUALSTACK,” “we,” “us”), a Florida limited liability company with principal offices at 10482 NW 31st Terrace, Office 1-D, Doral, FL 33172, to its business clients (“Client,” “you”). By signing a service agreement, order form, or proposal that references these Terms, or by paying for our services, you agree to these Terms.
1. Services
DUALSTACK provides managed software services, which may include: AI-powered voice agents for inbound and outbound telephony; customer-communication automation on the WhatsApp Business API; management of digital advertising campaigns on Meta platforms using AI tooling; and operational integrations such as scheduling, follow-up, and reporting (collectively, the “Services”). The specific scope, deliverables, and fees for each engagement are defined in the applicable service agreement or proposal (the “Service Agreement”). If these Terms conflict with a Service Agreement, the Service Agreement controls.
2. Business Use Only
The Services are offered exclusively to businesses and business operators. You represent that you are entering into these Terms on behalf of a business and that the person accepting has authority to bind it.
3. Fees and Payment
3.1 Structure. Unless the Service Agreement states otherwise, fees consist of (a) a one-time implementation fee, (b) recurring monthly service fees billed in advance, and (c) pass-through consumption costs (advertising spend, telephony, messaging, and AI model usage) billed as incurred or as prepaid balances.
3.2 Payment method. Fees are charged to the payment method you provide (processed by Stripe) or paid by bank transfer, as agreed. You authorize recurring charges for monthly fees until the engagement is cancelled per Section 8.
3.3 Late or failed payments. If a recurring charge fails, we will retry and notify you. Services may be suspended if payment is not received within ten (10) days of the due date. Amounts more than thirty (30) days past due may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by Florida law. Suspension does not waive amounts owed.
3.4 Taxes. Fees are exclusive of applicable taxes, which are your responsibility except for taxes on our income.
3.5 Refunds. Refunds and cancellations are governed by our Refund & Cancellation Policy, which is incorporated into these Terms.
4. Client Responsibilities
You agree to: (a) provide timely access to the accounts, systems, phone numbers, and information reasonably required to deliver the Services (e.g., Meta Business Manager, WhatsApp Business accounts, telephony numbers, CRM access); (b) ensure you have the legal right to grant that access; (c) review and approve materials where approval is part of the workflow; and (d) use the Services in compliance with applicable law and third-party platform policies (including Meta’s advertising and messaging policies). You are solely responsible for your products, services, pricing, claims made in your advertising content that you approve, and your relationships with your own customers.
5. Third-Party Platforms
The Services depend on third-party platforms and providers, including Meta (WhatsApp, advertising), telephony providers, AI model providers, and cloud infrastructure. We do not control these platforms. Their availability, pricing, policies, and API behavior may change, and such changes may affect the Services. We are not liable for third-party platform outages, policy enforcement actions, or account restrictions imposed by third parties, provided we did not cause them through our own breach of platform policies.
6. No Guarantee of Results
We apply professional skill and care to deliver the Services. However, business outcomes — including call-handling volumes, lead generation, advertising performance, conversion rates, cost per result, or revenue — depend on factors outside our control. We do not guarantee any specific business result. Any projections or estimates are good-faith illustrations, not commitments.
7. Intellectual Property
7.1 Our IP. DUALSTACK retains all right, title, and interest in its pre-existing materials, tools, frameworks, agent architectures, prompts, and know-how, and in all software, dashboards, systems, and configurations developed in the course of providing the Services, including improvements. Development performed for a Client does not transfer ownership; all developed systems remain the exclusive property of DUALSTACK.
7.2 Your IP and data. You retain all rights to your business data, customer data, brand assets, and content you provide. You grant us a non-exclusive license to use them solely to deliver the Services. Upon termination, you are entitled to an export of your business data as described in Section 8.
7.3 Subscription license. Subject to payment of the applicable fees, DUALSTACK grants you a limited, non-exclusive, non-transferable, non-sublicensable license to use the systems, dashboards, and deliverables built for you, solely for your internal business operations, for as long as your subscription remains active and paid. The license is automatically suspended upon non-payment (per Section 3.3) and terminates upon cancellation or termination of the engagement. The license does not include rights to the underlying source code, architectures, or reusable components, and does not permit copying, reselling, or making the systems available to third parties.
7.4 Third-party components. The Services may incorporate third-party software, platforms, and infrastructure licensed or procured by DUALSTACK (for example, messaging, telephony, and AI platforms). Such components remain the property of their respective owners; your rights to them exist only as part of, and for the duration of, the Services, under Section 7.3. DUALSTACK configures, operates, and manages these components on your behalf, and Section 5 (Third-Party Platforms) applies to them.
8. Term, Cancellation, and Suspension
Engagements continue month-to-month after implementation unless the Service Agreement states a fixed term. Either party may cancel with thirty (30) days’ written notice as described in the Refund & Cancellation Policy. We may suspend or terminate Services immediately for non-payment (per Section 3.3), material breach, or use of the Services in violation of law or platform policies. Upon termination, we will reasonably cooperate in handover of your data and account access for up to fifteen (15) days. Sections 6, 7, 9, 11, 12, 13, 14, and 15 survive termination.
9. Confidentiality
Each party will protect the other’s non-public business information with reasonable care and use it only for purposes of the engagement. This obligation survives termination for two (2) years, and indefinitely for trade secrets.
10. Data Protection
Each party will comply with applicable data-protection laws in its role. Where we process personal data of your customers on your behalf (e.g., call transcripts, WhatsApp conversations), we do so under your instructions as described in the Service Agreement and our Privacy Policy.
11. Warranties and Disclaimer
We warrant that the Services will be performed in a professional and workmanlike manner. EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED “AS IS,” AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS OR REVENUE, EVEN IF ADVISED OF THE POSSIBILITY; AND (b) OUR TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO THE SERVICES IS LIMITED TO THE FEES PAID BY YOU TO DUALSTACK IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITS DO NOT APPLY TO A PARTY’S BREACH OF CONFIDENTIALITY, YOUR PAYMENT OBLIGATIONS, OR LIABILITY THAT CANNOT BE LIMITED BY LAW.
13. Indemnification
You will defend and indemnify DUALSTACK against third-party claims arising from your content, your products or services, your customer relationships, or your breach of law or platform policies. We will defend and indemnify you against third-party claims that the Services, as provided by us, infringe a third party’s intellectual-property rights.
14. Governing Law, Jurisdiction, and Dispute Resolution
14.1 Governing law. These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the State of Florida, USA, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
14.2 Good-faith negotiation. Before initiating any proceeding, the parties will attempt to resolve the dispute through good-faith negotiation for at least thirty (30) days after written notice of the dispute is sent to legal@dualstack.llc (to us) or your billing email (to you).
14.3 Binding arbitration. Any dispute not resolved through negotiation shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, by a single arbitrator, seated in Miami-Dade County, Florida, conducted in English. The arbitrator’s award is final and binding and may be entered in any court of competent jurisdiction.
14.4 Exclusive jurisdiction for non-arbitrable matters. For any matter not subject to arbitration — including injunctive relief for breaches of confidentiality or intellectual-property rights, and enforcement of arbitral awards — the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Miami-Dade County, Florida, and waive any objection based on inconvenient forum.
14.5 Class action and jury waiver. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL AND TO BRING OR PARTICIPATE IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. Disputes will be resolved on an individual basis only.
14.6 Attorneys’ fees. The prevailing party in any arbitration or proceeding is entitled to recover its reasonable attorneys’ fees and costs.
14.7 Time limit on claims. Any claim arising out of or relating to these Terms or the Services must be brought within one (1) year after the cause of action accrues, or it is permanently barred, to the extent permitted by law.
15. General
15.1 Force majeure. Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, governmental action, internet or utility failures, or third-party platform outages.
15.2 Entire agreement. These Terms, the applicable Service Agreement, and the policies referenced herein constitute the entire agreement and supersede all prior discussions.
15.3 Amendments. We may update these Terms prospectively by posting a revised version; material changes will be notified by email to active clients at least fifteen (15) days before taking effect.
15.4 Assignment. Neither party may assign these Terms without the other’s written consent, except we may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets.
15.5 Notices. Legal notices to DUALSTACK must be sent to legal@dualstack.llc and are deemed received on the next business day. Notices to you will be sent to your billing email.
15.6 Independent contractors. The parties are independent contractors; these Terms create no partnership, joint venture, or agency.
15.7 No waiver; severability. Failure to enforce a provision is not a waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder will remain in effect.
DUALSTACK LLC · 10482 NW 31st Terrace, Office 1-D, Doral, FL 33172, USA · legal@dualstack.llc