Terms of Service

Effective Date: September 1, 2026 for Clients first accepting these Terms on or after that date
Effective Date for existing Clients: October 1, 2026, unless accepted earlier
Last Updated: September 7, 2026

These Terms of Service (the "Terms") are a binding agreement between SystemsPal, a trade name operated as a sole proprietorship in Germany ("SystemsPal," "we," "us," or "our"), and the business or organization purchasing, accessing, or using the Services ("you," "Client," or "your"). The Services are offered only for business and commercial use.

By purchasing, accessing, or using the Services, signing an order form, creating an Account, or accepting these Terms at checkout, you confirm that you have read and agree to these Terms and our Privacy Policy and that you have authority to bind the business you represent.

IMPORTANT: Section 22 contains a binding arbitration agreement and class action waiver.

1. Definitions

• Account means your SystemsPal account and associated user access.
• Client Content means information, text, images, logos, customer or lead data, files, recordings, instructions, and other materials supplied by you or your users.
• Platform means the software environment, applications, integrations, and related technology made available through SystemsPal.
• Services means the Platform, websites, business phone and messaging tools, CRM, automations, review tools, marketing tools, AI-enabled features, and other services we make available.
• Subscription means your recurring or prepaid arrangement for the Services.

2. Eligibility and Account

You must be at least 18, legally able to enter a binding contract, and acting for a lawful business. You must provide accurate account and billing information and keep it current. You are responsible for your Account credentials and all activity by your employees, contractors, agents, and other authorized users. Notify us promptly of suspected unauthorized access.

3. Services and Third-Party Dependencies

The exact Services depend on your plan and any applicable order form. We may add, modify, replace, or discontinue features and providers as our Services evolve. We will not intentionally remove substantially all core functionality of a paid Subscription without reasonable notice or a commercially reasonable substitute. If we permanently discontinue an entire paid core Service without a substitute, your sole remedy is a pro rata credit or refund for the unused prepaid portion of that affected Service, if any.

The Services depend on third parties such as hosting providers, telecommunications carriers, payment processors, software platforms, app stores, advertising networks, search engines, AI providers, and domain or messaging providers. Their outages, policy changes, pricing, approvals, suspensions, filtering, delivery failures, API changes, and other actions are outside our control. We may replace providers or modify configurations as reasonably necessary.

4. Subscription Plans and Pricing

Our current core plan is $297 per month and includes a built website, Platform access, business phone functionality, CRM, automations, marketing tools, and review tools, subject to usage charges and these Terms. The Subscription may be billed monthly, quarterly, semi-annually, or annually. Quarterly, semi-annual, and annual billing terms are prepaid in full for the applicable billing period. Unless canceled before renewal, the Subscription renews automatically for successive billing terms of the same length at the then-current applicable rate.

We may offer promotions or add-ons on the terms shown at checkout. SystemsPal may change its recurring Subscription prices by giving at least 30 days' advance notice. This notice requirement does not apply to usage-based, carrier, registration, regulatory, telecommunications, or other third-party pass-through charges described in Section 6, which may change when the underlying provider changes its rates.

5. Billing, Auto-Renewal, and Payment

• Advance billing. Subscription fees are billed before the applicable service period.
• Auto-renewal. Your Subscription renews automatically at the then-current rate until canceled.
• Payment authorization. You authorize us and our processor to charge your payment method for Subscription fees, usage, wallet top-ups, taxes, pass-through charges, and other amounts due.
• Taxes and external charges. Fees exclude applicable sales, use, telecommunications, regulatory, withholding, carrier, and similar charges other than taxes on our net income.
• Late amounts. Overdue undisputed amounts may accrue interest at the lesser of 1.5% per month or the maximum lawful rate, plus reasonable collection and payment-reversal costs where permitted by law.

Except where non-waivable law requires otherwise, payment is not contingent on your use of the Services, satisfaction, business results, or collection from your own customers.

6. Usage Charges and Rebillable Costs

Phone numbers, SMS and MMS messaging, voice calls, and certain telecommunications features create usage-based charges in addition to the Subscription fee. These charges are paid from prepaid usage credit and are based on the rates charged by our underlying phone, messaging, carrier, registration, and technology providers.

6.1 Current Base Usage Rates

The current base rates for standard U.S. and Canada usage are:

SMS is billed per segment, so a single long message or a message containing certain characters may be billed as multiple segments. Calls are billed in full-minute increments where required by the underlying provider.

International numbers, international calls, international forwarding, regional destinations, and other non-standard usage may have different rates.

6.2 Carrier Fees

Mobile carriers may charge additional carrier fees on SMS and MMS messages. These fees are separate from the base messaging rates above and vary by carrier, message type, and whether a message is inbound or outbound.

Carrier fees are passed through to you at the then-current provider rate, including any applicable provider or platform pass-through charge.

6.3 A2P 10DLC Registration and Campaign Fees

U.S. local phone numbers used to send business SMS or MMS generally require A2P 10DLC brand and campaign registration.

Where A2P 10DLC registration is required, applicable registration, vetting, campaign, carrier, and related compliance charges are billed separately from your Subscription and normal message usage.

Current provider pricing may include:

Submitting an A2P campaign may trigger both the applicable one-time registration fee and the recurring campaign fee even if the campaign is not ultimately approved. Recurring campaign fees continue until the applicable campaign is removed or otherwise terminated.

A2P registration fees, recurring campaign fees, SMS/MMS carrier fees, and certain other telecommunications pass-through charges may also include provider-level pass-through charges or markups. Any such charges are billed at the then-current provider rate.

6.4 Additional Phone and Voice Features

If enabled or used, additional phone features may create separate usage charges. Current provider rates include:

These charges apply only when the relevant feature is used or enabled.

6.5 Provider Rate Changes

The rates in this Section reflect current provider pricing and are provided for transparency.

Third-party usage, carrier, registration, regulatory, telecommunications, and other pass-through charges are billed at the then-current provider rate. SystemsPal may pass through changes to those charges without the 30-day Subscription-price notice described in Section 4.

SystemsPal will not treat a change imposed by an underlying provider as a change to the $297 monthly Subscription price.

6.6 Prepaid Usage Credit

Usage-based charges are paid from prepaid usage credit associated with your Account. If the balance falls below the configured auto-recharge threshold, your payment method may be charged automatically to replenish the balance according to your settings.

You are responsible for maintaining sufficient usage credit for phone, messaging, and other usage-based Services. If sufficient credit is unavailable, affected Services may stop or become unavailable until the balance is replenished.

7. Refund Policy

Except where these Terms expressly state otherwise or applicable law requires otherwise, payments are final and non-refundable. No refund or credit is owed for partial periods, unused time, Client delay, voluntary cancellation, dissatisfaction, lack of business results, ordinary feature changes, or suspension or termination caused by Client breach. Usage already consumed or committed, carrier fees, registration fees, pass-through charges, setup work already performed, and promotional credits are non-refundable.

8. Billing Disputes and Chargebacks

You must notify billing@systemspal.com of a disputed charge within 30 days after it appears, with enough information for us to review it. Undisputed amounts remain payable. A chargeback or payment reversal without a bona fide billing basis, including for Services properly rendered, is a material breach. We may submit Account, acceptance, usage, and delivery records to the payment provider; suspend affected Services; and recover unpaid amounts plus reasonable processor, collection, and legal costs where permitted by law. Nothing waives rights that cannot lawfully be waived.

9. Free Trials and Promotions

We may offer trials, discounts, credits, or promotional pricing. Unless stated otherwise, they are temporary, may be limited or withdrawn before acceptance, and do not change any other provision of these Terms. Promotional pricing reverts to the applicable standard rate after the stated promotional period.

10. Service Delivery and Client Cooperation

You must timely provide accurate business information, content, approvals, credentials, domain or DNS access, phone or carrier information, and other materials reasonably needed to perform the Services. Client delay automatically extends target dates and does not pause billing.

Our standard website and Platform build target is 7–10 business days after completed onboarding, required access, and payment. This is a target, not a guaranteed deadline. A deliverable is considered delivered when made available for review, use, or launch. Unless you provide a reasonably specific written notice of material nonconformity within 5 business days, or you approve, publish, or use the deliverable earlier, it is deemed accepted. Revisions outside the purchased scope may require additional fees.

11. Payment Failures and Suspension

If a payment fails or an amount becomes overdue, we may retry the payment and suspend some or all Services until amounts due are paid. Suspension does not cancel payment obligations. If an unpaid balance remains outstanding for 30 days, we may terminate the Account and handle Client Content under Section 17.

12. Cancellation

You may cancel your Subscription through an available Account control or by contacting support. Cancellation takes effect at the end of the current paid billing term and prevents the next renewal. You remain responsible for charges incurred before cancellation. Cancellation does not create a refund or credit for any unused portion of a prepaid billing term, except where required by applicable law.

13. Intellectual Property, Websites, Domains, and Phone Numbers

SystemsPal and its licensors own the Platform, templates, workflows, automations, software, designs, processes, documentation, and other SystemsPal technology. During an active Subscription, we grant you a limited, non-exclusive, non-transferable, revocable right to use the Services for your internal business operations. No source code, template ownership, automation ownership, or underlying platform rights transfer to you.

You retain ownership of Client Content and grant us a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, display, modify, and use it as necessary to provide, secure, support, and improve the Services and as otherwise permitted by the Privacy Policy and DPA. You represent that you have all rights needed for Client Content.

Websites we build remain hosted and licensed through the Services unless an order form expressly says otherwise. We are not required to transfer source code, themes, templates, workflows, or proprietary components. If a domain or transferable phone number is registered or held for you through us, we will reasonably cooperate with a transfer request made within 30 days after termination after all outstanding amounts and applicable transfer costs are paid, subject to provider and carrier rules.

You may ask us to stop future use of your business name or logo in our customer list or portfolio by emailing us. Feedback you provide may be used by us without restriction or payment.

14. Acceptable Use

You may not use the Services to violate law or third-party rights; send unlawful spam or communications without required consent; engage in fraud, harassment, deception, or prohibited regulated activity; distribute malware; bypass security or usage controls; reverse-engineer or copy protected technology; resell the Services without permission; or use the Services to build or operate a competing platform. We may suspend or terminate prohibited activity.

15. Client Compliance Obligations

When you use the Services to contact your customers or prospects, you—not SystemsPal—are the sender and the party responsible for the communication. You are solely responsible for obtaining and documenting required consent, honoring opt-outs, maintaining DNC compliance, providing legally required notices, completing carrier or A2P registration, and complying with the TCPA, CAN-SPAM, call-recording laws, privacy laws, carrier policies, advertising rules, and other laws applicable to your business and communications.

For personal information you upload about customers, leads, employees, or other individuals, you are the controller/business and SystemsPal acts as processor/service provider to the extent described in the Data Processing Addendum. You represent that you have provided required notices, obtained required permissions, and have a lawful basis to use the data through the Services.

You are also responsible for your use of review requests, reputation tools, AI-generated content, Voice AI, automated or prerecorded calls, transcriptions, and similar features. SystemsPal does not provide legal advice and does not guarantee that a default workflow, template, configuration, AI output, or suggested practice is lawful for your specific use. You must review and configure your use appropriately.

16. Call Recording

We may record sales, onboarding, support, and other business calls for quality, training, recordkeeping, security, and dispute resolution, subject to applicable law and our Privacy Policy. Where required, notice or consent will be obtained.

17. Term, Suspension, and Termination

These Terms begin when accepted and continue until your Subscription and any outstanding obligations end. You may cancel as described in Section 12.

SystemsPal may suspend or terminate your Account or affected Services, with or without prior notice as reasonably appropriate, if: (a) you breach these Terms or an order form; (b) you fail to pay amounts when due; (c) your use is unlawful, abusive, fraudulent, or violates carrier or third-party policies; (d) we are required to act by law, court order, regulator, carrier, payment provider, or other applicable authority; or (e) your conduct or Account creates material legal, regulatory, security, fraud, payment, carrier, platform, or reputational risk for SystemsPal or its providers.

Upon termination, your right to use the Services ends. You are responsible for exporting data you need before termination. Where technically available, we may keep limited Account access or Client Content available for up to 14 days solely to permit a standard self-service export, but we do not guarantee continued access, custom migration, restoration, or export from third-party systems. We may then delete or archive Client Content subject to the DPA, applicable law, backups, fraud prevention, dispute preservation, and provider limitations. Sections that by their nature should survive termination remain effective.

18. SystemsPal SMS and Communications

This Section applies to messages sent by SystemsPal to you, not communications you send to your own customers through the Services. If you opt in to receive SystemsPal SMS messages, message frequency varies. Message and data rates may apply. Reply STOP to opt out and HELP for assistance. Consent to marketing texts is not a condition of purchasing the Services. Delivery is not guaranteed. Carriers are not liable for delayed or undelivered messages. See our Privacy Policy for information about how we handle personal information associated with SystemsPal messaging.

19. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." SYSTEMSPAL DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT GUARANTEE UNINTERRUPTED OR ERROR-FREE SERVICE, DELIVERY OF CALLS OR MESSAGES, AVAILABILITY OF ANY THIRD-PARTY PLATFORM, OR ANY PARTICULAR NUMBER OF LEADS, CALLS, APPOINTMENTS, REVIEWS, JOBS, SALES, REVENUE, CONVERSIONS, AD RESULTS, OR SEARCH RANKINGS. You remain responsible for the legality, accuracy, accessibility, licensing, advertising claims, and final review of your business content and use of the Services.

20. Indemnification

To the maximum extent permitted by law, you will defend, indemnify, and hold harmless SystemsPal and its owners, employees, contractors, providers, licensors, successors, and agents from third-party claims, fines, penalties, damages, losses, and reasonable costs and attorneys' fees arising from: (a) your use or misuse of the Services; (b) Client Content; (c) your communications, advertising, reviews, Voice AI, automated calling, or processing of personal information; (d) your products, services, business practices, or customer relationships; (e) your breach of these Terms, the DPA, law, carrier rules, or third-party policies; or (f) your violation of third-party rights.

You must also reimburse SystemsPal for direct carrier assessments, processor fees, chargebacks, fines, penalties, investigation costs, and reasonable enforcement costs caused by your breach or unlawful use, to the extent permitted by law. SystemsPal may control the defense of a covered matter at your expense, and no settlement affecting SystemsPal may be entered without our written consent. These obligations are not limited by Section 21.

21. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SYSTEMSPAL WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, OPPORTUNITY, GOODWILL, DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.

SYSTEMSPAL'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF THE TERMS OR SERVICES WILL NOT EXCEED THE GREATER OF (A) THE RECURRING SUBSCRIPTION FEES ACTUALLY PAID FOR THE AFFECTED SERVICE DURING THE 3 MONTHS BEFORE THE FIRST EVENT GIVING RISE TO THE CLAIM, EXCLUDING USAGE, TAXES, PASS-THROUGH COSTS, WALLET CREDIT, AD SPEND, AND ADD-ONS, OR (B) $500.

The cap applies in the aggregate. It does not limit amounts you owe for fees, taxes, chargebacks, reimbursement, indemnification, fraud, or violations of SystemsPal intellectual-property or confidentiality rights. Any exclusion or limitation applies only to the fullest extent permitted by law.

22. Dispute Resolution; Arbitration; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS. Before starting a formal dispute, the complaining party must send a written description to the other party and allow 30 days for informal resolution. Notices to SystemsPal must be sent to legal@systemspal.com.

Except for the carve-outs below, disputes arising from these Terms or the Services will be resolved by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Arbitration will be in English, before one arbitrator, and conducted remotely unless an in-person hearing is required; any in-person hearing will be in Wilmington, Delaware.

Each party may bring claims only in an individual capacity and not as a plaintiff or class member in any class, collective, consolidated, mass, or representative proceeding. Either party may bring an eligible individual small-claims action or seek court relief to protect intellectual property, confidential information, credentials, or security systems. SystemsPal may also pursue unpaid fees, chargebacks, or payment reversals in a court with jurisdiction over you or your assets. To the maximum extent permitted by law, each party waives trial by jury in any permitted court proceeding.

23. Governing Law and Venue

Subject to mandatory law that cannot be excluded, Delaware law governs these Terms without regard to conflict-of-law rules. Court proceedings permitted under Section 22 must be brought in the state or federal courts in New Castle County, Delaware, except that SystemsPal may pursue collection or enforcement of a judgment where you or your assets are located.

24. Force Majeure

Neither party is liable for delay or failure caused by circumstances beyond its reasonable control, including natural disasters, war, government action, labor disruption, internet or telecommunications failures, cyber incidents not caused by its breach, carrier or platform outages, provider failures, or similar events. Payment obligations for Services already provided are not excused.

25. Assignment, Subcontracting, and Providers

You may not assign these Terms without our prior written consent. SystemsPal may assign these Terms to an affiliate, successor, acquirer, financing party, purchaser of the business or relevant assets, or as part of a corporate reorganization. We may use employees, contractors, affiliates, and third-party providers to perform the Services, subject to applicable law and the DPA where relevant.

26. Confidentiality

Each party may receive non-public business, technical, financial, or customer information of the other. The receiving party will use reasonable measures to protect confidential information and use it only for the relationship, except where disclosure is authorized or legally required. These obligations do not apply to information that is public through no breach, already lawfully known, independently developed, or lawfully received without confidentiality restriction.

27. Notices

We may send notices to the email associated with your Account, through the Platform, or by posting where appropriate. You are responsible for keeping contact information current. Legal notices to SystemsPal must be sent to legal@systemspal.com; billing disputes to billing@systemspal.com.

28. Changes to These Terms

We may update these Terms from time to time. Material changes will generally be communicated at least 30 days before taking effect. Changes required by law, security, carriers, payment networks, providers, or to add or modify optional Services may take effect sooner where reasonably necessary. Continued use after the effective date constitutes acceptance to the extent permitted by law.

29. Miscellaneous

• Entire agreement. These Terms, applicable order forms, the DPA, and incorporated policies form the agreement regarding the Services and supersede prior discussions on the same subject.
• Order of precedence. An expressly conflicting signed order form controls for its specific commercial terms; the DPA controls only for mandatory data-processing terms; otherwise these Terms control.
• Severability. If a provision is unenforceable, it will be enforced to the maximum lawful extent and the remainder stays effective.
• No waiver. Failure to enforce a provision is not a waiver.
• No third-party beneficiaries. These Terms create no third-party beneficiary rights.
• Independent contractors. The parties are independent contractors and do not create a partnership, agency, fiduciary, franchise, or employment relationship.
• Electronic records. Electronic acceptance, signatures, records, notices, and copies may be used to the fullest extent permitted by law.
• Headings. Headings are for convenience only.

30. Consent and Contact

By purchasing or using the Services or accepting these Terms electronically, you confirm that you have read and agree to them, including the refund, billing, arbitration, class-action, disclaimer, indemnification, and liability provisions.

SystemsPal
Email: legal@systemspal.com
Privacy: privacy@systemspal.com
Billing: billing@systemspal.com
Phone: (888) 260-9444
Web: systemspal.com