Smartly Local Service Agreement v1.0 · effective 2026-10-14

Service Agreement

This agreement is between Kanzen-Sei LLC, a New Mexico limited liability company doing business as Smartly Local ("Smartly Local," "we," "us"), and the client named on the attached Plan Summary ("you," the "Client"). It takes effect on the date of your first subscription payment (the "Start Date").

1. What we provide

1.1 We provide the plan named on your Plan Summary (Smart Site, Front Desk, Growth, or Head Office), as described on your Plan Summary and at smartlylocal.com/pricing on your Start Date, plus any add-ons listed on your Plan Summary.

1.2 We choose the underlying tools and technology we use to deliver the service, and we may change them, so long as the service you receive is not materially reduced.

1.3 Our goal is to have your system live within seven days of your setup meeting. Two things can push that back, and both are partly outside our control: carrier registration for texting (usually days, occasionally longer; the carriers control this clock), and access items you provide (Section 8). Nothing in this agreement promises a specific go-live date.

2. Term and renewal

2.1 This agreement runs month to month from the Start Date and renews automatically each billing month until cancelled under Section 5 or 6.

3. Fees and billing

3.1 Your monthly fee is stated on your Plan Summary and is billed in advance each billing month to the payment card you provide, processed by Stripe.

3.2 Rate lock. If your Plan Summary states a rate lock (for example, the Founding Ten lifetime rate or the 12-month wave rate), your monthly fee for the plan you signed up on will not increase during the lock period for as long as your subscription remains continuously active. A lapse in subscription ends the lock.

3.3 One-time items (for example a rush build, a Spanish site, or an additional service page) are listed on your Plan Summary or agreed in writing, and are charged separately.

3.4 Failed payments. If a renewal payment fails, we'll notify you and retry. You have a 7-day grace period to update your card. After that, the service pauses until payment succeeds. Your data is preserved while paused.

4. The 90-day guarantee

4.1 If you cancel in writing within 90 days of your Start Date, we will refund every subscription payment you have made under this agreement, minus a $250 setup fee that we retain for the build work already performed. The refund goes to your original payment method. The $250 is never charged separately; it is deducted from the refund.

4.2 The guarantee covers subscription fees only. One-time add-on charges for work already delivered (Section 3.3) are not refundable.

4.3 After day 90, normal cancellation (Section 5) applies and no refund is owed for months already billed.

5. Cancellation by you

5.1 Cancel any time by written notice (email or text to our business number is fine). Cancellation takes effect at the end of your current billing month, and you keep full service until then. There is no cancellation fee.

6. Suspension or termination by us

6.1 We may suspend or end the agreement for non-payment (after the Section 3.4 grace period), for unlawful use of the service, or for a material breach of Section 9 that you don't fix within 14 days of notice.

6.2 If we end the agreement without cause, we'll refund the unused portion of your current billing month and help with the Section 7 handover at no charge.

7. What's yours, what's ours

7.1 Always yours: your domain name; your business phone number(s), including any number we provisioned for you (we will port or release it to you on request once your account balance is settled); your customer list and customer data; your Google Business Profile; your logo and brand assets; and any photos or content you gave us.

7.2 Ours: the Smartly Local platform, software, AI configurations, workflows, templates, and know-how. The website we build for you runs on our platform and is licensed to you for the duration of your subscription.

7.3 On cancellation: within 14 days of your cancellation date we will provide (a) an export of your website content (text and images), (b) an export of your customer data in a standard format (CSV), and (c) your number ported or released per 7.1. The hosted website remains up for 30 days after cancellation to give your replacement site time to go live, then comes down, unless you choose 7.4 instead.

7.4 Keep-it-as-is hosting (optional). Instead of the 7.3 takedown, you may keep a simple version of your website hosted on our platform for $49/month, billed to the same payment method. Here is what "as-is" means. At cancellation, we make one edit to the site. That edit removes every Smartly Local feature (the AI assistant, web chat, booking calendar, call and text system, lead forms, and reports). If you ask, we also update minor details such as hours, phone number, and address. What stays up is a plain website with your business information: who you are, what you do, and how to reach you. This plan is hosting only, and it includes no edits after that first one. Any later change is quoted and charged separately based on the size and complexity of the request. You can cancel this hosting plan any time under Section 5. Your customer data and number rights under 7.1 are unaffected either way.

8. What we need from you

8.1 Accurate business information (including the legal identity details required for carrier registration), timely answers to build questions, manager access to your Google Business Profile, and control of (or delegation of) your domain. The day-7 goal in 1.3 starts when these are in hand.

9. Calls, texts, and the law

9.1 You authorize us to send and receive calls and text messages with your customers and leads on your behalf, from numbers we manage for you, and to register those numbers with carriers using your business identity (required for business texting).

9.2 Consent. Texts are sent only to people who have consented (for example by texting you first, submitting your website form with the consent checkbox, or opting in at booking). Customer lists you give us are contacted by email only, never by text. An imported list is not texting consent. Every text includes the ability to opt out, and opt-outs are honored immediately.

9.3 You warrant that any contact list you provide was collected lawfully and that you have the right to have those customers contacted by email on your behalf. You are responsible for the accuracy of the business information we register with carriers.

9.4 AI and transcripts. An AI assistant answers calls, web chats, and texts for your business and books appointments. Calls are not recorded. We keep transcripts of calls and message threads so you can see every conversation. You should tell us about any industry-specific rules that apply to your business's communications (for example in healthcare or legal services).

9.5 AI disclosure. Our AI assistant identifies itself as an automated assistant at the start of each call, text thread, or web chat, and again on request. Some states require this disclosure for AI-generated voices, and similar rules are emerging elsewhere. We apply it to every account regardless of where your customers are.

9.6 Consent records. We keep the opt-in records that carrier registration and the TCPA require (consent language, the method used such as web form or booking checkbox, and a timestamp) for as long as your account is active and as required by law after.

10. Website edits

10.1 We keep your site edited: updates to existing content (text, images, hours, services, prices, offers, team, photos) are included and handled within the same business week, with no per-edit charge, under fair use (what a busy local business reasonably sends in a month).

10.2 New pages, redesigns, new features, and anything structural are quoted from the add-on menu (for example, an additional service page at the published one-time price). If a request lands in a gray zone, we'll say so before doing it, not after.

11. Support

11.1 Reach us by email or by text to our business line, Monday through Friday 8am to 5pm Mountain. We respond by the next business day, and same-day for anything that stops leads from reaching you (phone down, site down, booking broken).

12. Reports and results

12.1 You get a monthly report of calls, texts, leads, bookings, and reviews.

12.2 We do not promise a specific number of leads, calls, bookings, reviews, or rankings. No one controls Google, and anyone who guarantees lead counts is guessing on your dime. The Section 4 guarantee is the honest version: if it isn't working for you, your money comes back.

13. Your data and privacy

13.1 Your customer data belongs to you. We process it only to deliver the service, we don't sell it, and we share it only with the service providers that make the system run (for example telephony, hosting, and payment processors), under their own confidentiality obligations. On request, or on cancellation per 7.3, we export it to you.

14. Liability

14.1 Our total liability under this agreement is capped at the subscription fees you paid us in the three months before the event giving rise to the claim.

14.2 Neither of us is liable to the other for indirect or consequential damages (lost profits, lost business opportunities). We are not liable for outages, delays, or acts of third-party providers and carriers (including carrier registration timelines), though we'll always work the problem with you.

15. General

15.1 We are an independent contractor, not your employee, partner, or agent.

15.2 This agreement is governed by New Mexico law; venue is Doña Ana County, New Mexico.

15.3 This agreement plus your Plan Summary is the entire agreement and replaces prior discussions. If they conflict, the Plan Summary wins on price and plan contents.

15.4 We may update these terms with 30 days' written notice; price changes never override an active rate lock (3.2). If you don't accept an update, you may cancel under Section 5 before it takes effect.

15.5 Neither party may assign this agreement without the other's consent, except we may assign it in a sale of the business (your rate lock and these terms carry over).