Legal
Terms of Service
Last updated July 26, 2026
These terms govern your use of sempera.org and of the Sempera AI phone agent service. By using either, you agree to them.
If you become a paying client, we will sign a separate services agreement with you. Where that agreement and these terms disagree, that agreement wins. These terms fill the gaps and govern everyone else.
1. What Sempera does
Sempera builds and operates AI phone agents for businesses. An agent answers a business's phone, holds a conversation with the caller, and does what the business has configured it to do: take a message, capture a lead, answer common questions, book or request an appointment, or transfer the call to a person.
Sempera is a service, not software you install. We build the agent, we run it, and we maintain it.
2. Who can use it
You must be at least 18 and have authority to enter this agreement on behalf of the business you represent. If you are using the service for a business, "you" means that business.
3. Your responsibilities as a client
These are the obligations that matter most, so we state them plainly rather than burying them.
You are responsible for the accuracy of what you tell the agent to say. Hours, services, prices, policies, and availability come from you. We build what you give us. If your information changes, tell us and we will update the agent.
You are responsible for consent and notice to your own callers, to the extent your business is subject to obligations we do not control. We provide the AI disclosure and the recording disclosure described in section 5 on every agent, and we will not remove them. Sector-specific obligations that attach to your business remain yours.
You are responsible for outbound calling compliance. If you ask us to configure outbound calls, you are responsible for complying with Canada's anti-spam legislation (CASL), the CRTC's Unsolicited Telecommunications Rules including the National Do Not Call List, and any equivalent law where you call. You confirm you have the consent and the records those rules require. We will refuse to build an outbound campaign we believe breaks them.
You are responsible for your account and your instructions to us.
4. What you may not use Sempera for
You may not use the service to:
- Break any law, or help anyone else break one
- Place unsolicited marketing calls without the consent the law requires
- Impersonate a person, or configure an agent to deny that it is an AI
- Harass, defraud, threaten, or deceive callers
- Collect payment card numbers, government identification numbers, or passwords through an agent
- Give medical, legal, or financial advice through an agent
- Reverse engineer, resell, or sublicense the service without our written agreement
- Interfere with the service, or attempt unauthorized access to it
We may suspend an agent immediately, without notice, if we believe it is being used this way. We would rather lose the revenue than run that call.
5. What we commit to
Every agent identifies itself as an AI assistant. Not a person, not a "virtual team member" that dodges the question. If a caller asks whether they are speaking to a human, the agent tells the truth. This is not configurable, and we will not remove it at a client's request.
Where a call is recorded, the agent discloses it before the conversation begins. Recording is off unless you ask for it.
An agent will never invent a price, a fee, or an availability it has not been given. Where it does not know, it captures the question and promises a callback. If you find an agent stating something you did not configure, tell us and we will treat it as a defect.
We will not use your call content to train general-purpose AI models, and we will not use your data to improve another client's agent.
6. AI has limits, and you should plan for them
An AI agent will sometimes mishear a name, misunderstand an accent, or route a call imperfectly. It is very good, and it is not a person.
Do not use a Sempera agent as the only channel for an emergency. Agents are configured to direct emergencies to 911 and to published crisis lines, and they are not a substitute for either. If your business receives calls where a delay could cause harm, you must maintain a human path, and we will help you configure one.
7. Fees
Fees, included usage, and billing are set in your services agreement. Unless it says otherwise: fees are monthly in advance, in Canadian dollars, plus applicable taxes; plans are month to month with 30 days' notice to cancel; and fees already paid are not refunded for a partial month.
8. Who owns what
You own your business content. Your menu, hours, services, policies, scripts, brand, and the leads and call records generated for your business. If you leave, we return or delete them on request.
We own the platform. The Sempera brand, the website, our playbooks, our tooling, our pricing models, and the general know-how we develop. Configuring an agent for you does not transfer any of that.
Feedback. If you suggest an improvement, we may use it without obligation. We will not claim ownership of your business information because you mentioned it in a suggestion.
9. Third parties
Sempera runs on infrastructure operated by others, including a voice AI platform and a telecommunications carrier. Their outages can become your outage. We choose these providers carefully, we monitor them, and we will tell you what happened when something breaks, but we do not control them and we do not warrant their uptime as our own.
We may change providers at any time. The service you buy is Sempera, not any particular underlying vendor, and we are not obliged to keep using one.
10. Warranties
We provide the service with reasonable skill and care. Beyond that, the service is provided "as is", and we disclaim implied warranties to the extent the law allows, including merchantability, fitness for a particular purpose, and uninterrupted or error-free operation.
Nothing here excludes liability that cannot lawfully be excluded, including for fraud or for death or personal injury caused by negligence.
11. Limitation of liability
Neither party is liable to the other for indirect, incidental, special, or consequential loss, or for lost profits, lost revenue, or lost business opportunity, even if warned it was possible.
Our total liability for any claim is capped at the fees you paid us in the three months before the claim arose. If you have not paid us anything, our liability is capped at CAD $100.
This cap is a deliberate allocation of risk that is reflected in what we charge. If you need a higher cap, tell us and we will price it.
12. Indemnity
You will defend and indemnify us against claims arising from your breach of section 3 or section 4, from information you gave us to put in an agent, or from your own unlawful use of the service.
We will defend and indemnify you against a claim that the Sempera platform itself infringes a third party's intellectual property rights.
13. Ending it
You may cancel with 30 days' written notice.
We may suspend or terminate immediately for a breach of section 4, for non-payment after notice, or if continuing would put us in breach of the law. Otherwise we will give 30 days' notice.
On termination we stop the agents, release or transfer the phone numbers as agreed, and return or delete your data on request. Numbers we ported in on your behalf are yours, and we will port them back.
14. Website use
The rest of these terms are about the service. For the website specifically: the content is ours, you may read and share it, and you may not scrape it at volume, republish it as your own, or use it to train a model. Blog content is opinion and research, not professional advice.
15. Changes
We may update these terms. We will post the new version here with a new date, and for material changes affecting paying clients we will give 30 days' notice by email rather than relying on you to check this page.
16. Law and disputes
These terms are governed by the laws of the Province of Ontario and the laws of Canada that apply there. The courts of Ontario have jurisdiction.
Before either of us starts a proceeding, we will each escalate to a senior person and try to resolve it in good faith for 30 days. Most things get fixed in that conversation.
17. The rest
If any part of these terms is unenforceable, the rest survives. Not enforcing a right once does not waive it. You may not assign these terms without our consent; we may assign them to a purchaser of the business. There are no third-party beneficiaries.
Together with your services agreement and our Privacy Policy, these terms are the entire agreement between us.