Terms of
Service.

These Terms of Service ("Terms") govern your purchase and use of any product, program, or service provided by TGS Media Limited and its operating brand Call Genius Pro. These Terms apply to all clients and resellers across New Zealand, Australia, and the United States, and replace all prior Terms of Service issued by TGS Media or any predecessor brand, including the previous "Elevate Growth Engine" product family.

Version 2.1 introduces enhancements to refund mechanics, interest provisions, performance remedies, termination cure periods, amendment procedures, United States calling compliance, data processing obligations, and a defined Order Form structure. Existing clients who entered into prior versions of these Terms will be invited to affirmatively accept Version 2.1 through a Stripe re-acceptance link before continued service. Continued service after acceptance constitutes the operative engagement under this version.

1.1 These Terms form a binding agreement between TGS Media Limited and you. You accept these Terms when any of the following occurs:

• You tick the acceptance box on a Stripe payment link or other checkout flow we provide, having had a reasonable opportunity to review these Terms, and complete payment.
• You countersign or otherwise affirmatively accept an Order Form (defined below) that incorporates these Terms by reference.
• You expressly confirm acceptance by email or in writing, and continue to access or use any service provided by us.

1.2 An "Order Form" is a written or electronic order summary, proposal, statement of work, or Stripe checkout disclosure issued by us that identifies the specific package purchased, the start date, the fees payable, and any agreed deviations from these Terms. The Order Form together with these Terms forms the engagement for that client.

1.3 No physical signature is required, however affirmative acceptance (tick-box, countersignature, or written confirmation) is required. Mere continued use of a service in the absence of any prior affirmative acceptance does not constitute acceptance of these Terms.

1.4 If you do not agree with these Terms, do not pay our invoices and do not use our services.

TGS Media Limited is a New Zealand registered company. We operate two connected brands:

• TGS Media: the primary client-facing brand for performance marketing, AI automation, CRM systems, and advertising execution.
• Call Genius Pro (CGP): the AI voice agent product line. CGP is currently held in a separate corporate entity under common ownership, however all client engagements are contracted through TGS Media Limited unless we state otherwise in writing. References in these Terms to "we", "us", or "TGS Media" include Call Genius Pro for all client-facing purposes.

Where a service is supplied under the Call Genius Pro brand, the additional terms in Schedule C apply. Where a service involves calls placed to, or received from, parties located in the United States, the additional terms in Schedule E apply.

Depending on the package you purchase, our services may include any or all of the following:

• Facebook and Meta advertising campaign creation, management, and optimisation.
• Lead form design, qualifying logic, and conditional routing.
• GoHighLevel (GHL) CRM configuration, pipelines, workflows, and automations.
• Make automation builds and integrations.
• SynthFlow AI voice agent design, prompt build, deployment, and webhook integration.
• AI chatbot deployment, including BotFix client portals and prompt management.
• Post-call transcript analysis via GPT prompts and trigger-word routing.
• Twilio or equivalent telephony number provisioning for AI calling agents.
• Client performance dashboards and reporting.
• Facebook ad campaign briefs, creative direction, and ad copy.

All services are delivered with reasonable care and skill, subject to the package you have purchased, platform availability, and your compliance with these Terms. We may substitute equivalent platforms or vendors at our discretion provided the substitution does not materially reduce the value delivered to you. Materially equivalent substitutions will be notified to you in writing where practicable.

4.1 Fees are billed in NZD for New Zealand clients, AUD for Australian clients, and USD for United States clients, unless otherwise stated in writing.

4.2 Subscription and retainer fees are billed in advance via Stripe or by direct invoice. Payment must be received before the corresponding service period commences. Services may be suspended for non-payment following written notice and a seven (7) day opportunity to cure, except in cases of repeated non-payment or fraud, where suspension may be immediate.

4.3 The Growth Model carries a minimum service term of three (3) months. The Starter Model is billed month to month with a minimum service term of thirty (30) days. The Performance Model is billed based on outcomes delivered, as agreed in the Order Form.

4.4 Setup, onboarding, or implementation fees are non-refundable once onboarding work has materially commenced, subject to clause 5 (Refunds).

4.5 Ad spend is separate from service fees. Ad spend is paid by you directly to Meta, Google, or any other ad platform, or reimbursed to TGS Media where agreed in writing. We do not mark up ad spend unless we expressly state otherwise.

4.6 If you dispute any portion of an invoice, you must notify us in writing within fourteen (14) days of receipt, setting out the basis of the dispute. The parties will discuss the disputed amount in good faith. Undisputed amounts remain payable on the due date.

4.7 Late payments on undisputed amounts that remain outstanding more than seven (7) days after the due date may incur simple interest at the rate of two percent (2%) per month, or the maximum rate permitted by applicable law, whichever is the lower.

4.8 We may adjust subscription fees by giving you no less than thirty (30) days’ written notice. Where any proposed adjustment results in a price increase greater than five percent (5%) within any twelve (12) month period, the increase will not take effect until you have affirmatively accepted the new fee, whether by Stripe re-acceptance, written confirmation, or countersignature of an updated Order Form. If you do not accept the increase before the proposed effective date, you may terminate the affected service at the existing fee with effect from the proposed increase date. Existing minimum terms are honoured at the original price.

5.1 Subject to your statutory rights and to the remainder of this clause 5, service fees, setup fees, onboarding fees, and subscription fees are non-refundable once the corresponding service work has materially commenced or the corresponding service period has begun.

5.2 Cooling-off for Starter Model. If you purchase the Starter Model and notify us in writing within seven (7) days of payment and before onboarding has materially commenced, we will refund the service fee paid for that month. "Materially commenced" means that we have begun the initial CRM build, ad creative production, AI agent prompt build, or commenced ad spend on your behalf. Setup fees attributable to work already performed prior to such notice may be retained on a pro-rata basis.

5.3 Pro-rata for prepaid periods. Where you have prepaid for a service period beyond the current monthly cycle (for example annual or quarterly prepayment) and you lawfully terminate the engagement, we will refund unused prepaid amounts on a pro-rata basis for any service period that has not commenced, after deducting any non-refundable setup fees, ad spend already incurred, and any third-party costs already committed on your behalf.

5.4 Material failure by us. If we materially fail to deliver the services and fail to remedy that failure within thirty (30) days of receiving written notice from you describing the failure, you may terminate the affected service and we will refund any fees paid in advance for service periods that have not yet commenced.

5.5 Performance commitment. The conditional performance commitment under Schedule B is governed exclusively by that Schedule and does not in itself give rise to a refund claim.

5.6 Statutory rights preserved. Nothing in this clause limits any non-excludable statutory right or remedy available to you under applicable consumer protection law, including without limitation the Consumer Guarantees Act 1993 (NZ), the Fair Trading Act 1986 (NZ), the Australian Consumer Law, and applicable United States federal or state law. Where you contract with us in trade and for business purposes, the parties agree to contract out of the Consumer Guarantees Act 1993 (NZ) and equivalent business-to-business exclusions under Australian Consumer Law to the maximum extent permitted, on the basis that it is fair and reasonable to do so given the commercial nature of the engagement.

To remain eligible for service delivery and any applicable performance commitment under Schedule B, you agree to:

• Allow campaigns and AI agents to be operated via our approved systems, advertising accounts, and infrastructure.
• Use the CRM, pipelines, workflows, and AI prompts substantially as we have configured them, subject to reasonable modifications you may request and we may approve.
• Follow the booking, qualification, and follow-up instructions we provide during onboarding.
• Maintain an up-to-date booking calendar with genuine, realistic availability covering normal business hours.
• Respond to our reasonable approval requests, asset requests, and team communications within two (2) business days, or such longer period as we may agree where the request reasonably requires more time.
• Maintain uninterrupted access for us to all platforms used in your build, including Meta Business Manager, GHL, Make, SynthFlow, and any telephony provider, during the term of the engagement.
• Provide accurate information about your offers, pricing, service area, and qualification criteria, and notify us in writing before changing any of these in a manner that could materially affect campaign or agent performance.
• Not materially alter your offers, pricing, hours, or availability without giving us at least seven (7) days’ written notice.
• Comply with all laws applicable to your industry, including consumer protection, financial services regulation, advertising standards, telephony, and data protection laws.

Failure to comply with a material obligation in this clause, where not cured within a reasonable period after written notice, may void any applicable performance commitment for the affected measurement period and may, at our discretion, result in suspension or termination of services in accordance with clause 13.

Any geographic, vertical, or category exclusivity is discretionary and applies only where we have expressly agreed to it in writing in an Order Form or membership letter. Unless we have agreed otherwise in writing, we may provide services to other businesses, including direct competitors. The Alliance Membership tier, where offered, may include exclusivity defined in the membership letter.

A conditional performance commitment applies only to the Growth Model, the Pro Model where offered, and the Alliance Membership, and only as expressly set out in Schedule B. No performance commitment applies to any other package.

9.1 Where your service includes an AI voice agent (including SynthFlow agents deployed by TGS Media or Call Genius Pro), you acknowledge that calls placed or received by the agent will be recorded, transcribed, and analysed for quality assurance, performance reporting, lead routing, and ongoing prompt improvement, subject to the limitations on training use set out in Schedule C clause 2.

9.2 The parties share responsibility for compliance with telephony and consent law as follows:

• You are responsible for ensuring lawful basis for the contact lists, lead capture flows, and consent records that you direct us to use, and for ensuring that any prior express written consent required for AI-driven calling has been validly obtained.
• We are responsible for configuring AI agents to deliver disclosure language at the start of calls in jurisdictions that require it, including the two-party consent states listed in Schedule E, and for implementing the disclosure script approved by you. You are responsible for final approval of the disclosure language.

9.3 Where calls are placed to, or received from, parties located in the United States, the additional terms in Schedule E (United States Calling Addendum) apply and prevail over any inconsistency in this clause.

9.4 Applicable laws referenced in this clause include, without limitation:

• United States: the Telephone Consumer Protection Act (TCPA), the FCC Declaratory Ruling of 8 February 2024 on AI-generated voice calls, state two-party consent laws (including California, Florida, Illinois, Massachusetts, Pennsylvania, and Washington), and applicable Federal Communications Commission rules.
• Australia: the Privacy Act 1988 (Cth), the Spam Act 2003 (Cth), the Do Not Call Register Act 2006 (Cth), the Australian Communications and Media Authority (ACMA) guidelines, and applicable state-based recording consent laws.
• New Zealand: the Privacy Act 2020, the Fair Trading Act 1986, the Unsolicited Electronic Messages Act 2007, and any sector-specific obligations.

9.5 Telephony numbers (Twilio or equivalent) provisioned by us on your behalf are leased for the duration of your service. On termination, numbers may be ported on written request, subject to the carrier’s process and any applicable porting fees.

9.6 You must not use any TGS Media or Call Genius Pro agent for any unlawful, deceptive, harassing, or platform-breaching purpose, and you must comply with Schedule D (AI Acceptable Use Policy).

10.1 Each party will comply with all applicable data protection and privacy laws in performing its obligations under these Terms, including the Privacy Act 2020 (NZ), the Privacy Act 1988 (Cth), the EU General Data Protection Regulation where applicable, and applicable United States federal and state privacy laws.

10.2 We act as a data processor in respect of personal information about your leads and customers that you provide to us or that is generated through our systems. You are the data controller. You warrant that you have all necessary consents, authorities, and lawful bases to provide such data to us. The detailed processor obligations are set out in Schedule F (Data Processing Addendum), which forms an operative part of these Terms.

10.3 We will implement and maintain reasonable technical and organisational measures to protect personal information against loss, misuse, unauthorised access, or unauthorised disclosure, as further described in Schedule F.

10.4 Personal information may be processed in any country in which we or our authorised sub-processors operate, including New Zealand, Australia, the United States, and the European Union. Authorised sub-processors are listed in Schedule G.

10.5 If we become aware of a notifiable privacy breach affecting your data, we will notify you without undue delay and in any event within seventy-two (72) hours of becoming aware, and will reasonably cooperate with you in responding to and notifying that breach in accordance with applicable law.

10.6 Your own Privacy Policy must clearly inform your leads and customers that their information may be processed by AI calling agents, AI chatbots, and automated systems.

10.7 Our full Privacy Policy is published at https://www.tgsmedia.org/privacy-policy and forms part of these Terms by reference.

11.1 All systems, workflows, automations, prompts, prompt structures, GPT logic, trigger-word taxonomies, creative templates, dashboards, briefs, and methodologies developed or provided by us remain our exclusive intellectual property. This expressly includes, without limitation:

• The Tactical Growth System (TGS Growth Engine) framework and supporting documentation.
• The Call Genius Pro AI calling system and any reseller architecture.
• BotFix and any client-deployed prompt portal.
• The Master Make automation and any config-driven loop scenarios.
• The GPT Transcript Analysis System and associated trigger-word taxonomy (BOOKED, CONVERSATION, RECALL, REMOVE).
• The Client Performance Dashboard and live reporting templates.
• The Facebook Ad Campaign Brief format, including the dark-aesthetic PDF style and the multi-tool brief generation workflow.
• All SynthFlow agent prompts, voice agent personas, and the XML prompt structure used in their construction.

11.2 You are granted a limited, non-exclusive, non-transferable, revocable licence to use these materials only during your active service period, and only for the operation of your own business as contemplated by these Terms.

11.3 You may not copy, resell, sublicense, reverse-engineer, decompile, scrape, or redistribute any part of our systems, prompts, or documentation without our prior written consent. This restriction survives termination.

11.4 Your data and your own creative assets (logos, brand materials, customer information) remain your property. You grant us a non-exclusive licence to use such materials solely for the purpose of performing the services.

11.5 For the avoidance of doubt, the terms "Your Data" and "System Data" have the meanings given in Schedule F. Call transcripts, prompt configurations, dashboards, and the structural metadata of automations are System Data.

12.1 Each party will keep confidential all proprietary, commercial, financial, technical, and operational information disclosed during the engagement, and will use such information only for the purpose of performing these Terms.

12.2 Confidentiality obligations survive termination of these Terms for a period of five (5) years, except in respect of trade secrets, which remain confidential indefinitely.

12.3 We may reference you by name and logo in case studies, marketing materials, and pitch decks, provided no confidential commercial figures are disclosed without your consent. You may opt out by written notice.

13.1 After any applicable minimum term has been served, either party may terminate by giving the other party thirty (30) days’ written notice.

13.2 We may terminate immediately by written notice if you commit a material breach of these Terms and either: (a) the breach is incapable of remedy; or (b) the breach is capable of remedy and you fail to remedy it within fourteen (14) days of written notice from us describing the breach with reasonable particularity. Examples of breaches that are typically capable of remedy include non-payment (subject to a seven (7) day cure period for payment), and missed material approvals. Breaches that are typically incapable of remedy include fraud, wilful misconduct, unlawful use of the services, breaches of Schedule D (AI Acceptable Use Policy), and serious breach of confidentiality or intellectual property.

13.3 You may terminate immediately by written notice for material breach by us that remains uncured for thirty (30) days following written notice describing the breach.

13.4 Either party may terminate immediately by written notice if the other party becomes insolvent, ceases trading, or enters into any arrangement with its creditors.

14.1 On termination, we will provide reasonable cooperation to facilitate your transition, subject to all undisputed outstanding fees being paid.

14.2 On written request received within thirty (30) days of termination, we will provide an export of Your Data contained within the CRM, comprising contact records and lead history, in a commonly readable format (such as CSV). We are not required to deliver System Data, including workflows, automations, prompts, dashboards, or any other component of our proprietary system architecture.

14.3 We are not obligated to rebuild, recreate, or transfer proprietary systems to you or to any third party, including incoming agencies.

14.4 Telephony numbers may be ported subject to clause 9.5.

14.5 After ninety (90) days from termination, we may delete or de-identify Your Data held in our systems, except where retention is required by law or for the establishment, exercise, or defence of legal claims.

15.1 This clause applies only to resellers of Call Genius Pro. A Reseller may purchase CGP voice agent subscriptions for onward sale to end clients under the Reseller’s own brand or as a co-brand. Reseller arrangements are accepted in the same way as any other engagement (by affirmative acceptance and payment), and may be supplemented by a separate written reseller agreement.

15.2 The standard Reseller subscription is billed at $1,000 per month per end client to Call Genius Pro. The Reseller may set its own price to the end client. The recommended retail price is $1,500 per end client per month, allowing the Reseller a margin of $500 per month per client.

15.3 The Reseller is solely responsible for the commercial relationship with the end client, including contracting, billing, customer success, and first-line support. We are responsible for the underlying voice agent build and platform delivery.

15.4 The Reseller must not represent that we own or operate the Reseller’s brand, nor make any performance promise on our behalf that we have not authorised in writing. The Reseller will procure that its end-client agreement contains: (a) a recording and AI disclosure substantially equivalent to clause 9 and Schedule E; (b) a privacy notice consistent with Schedule F; and (c) an acceptable use clause substantially equivalent to Schedule D.

15.5 The Reseller indemnifies us against any third-party claim arising from misrepresentation, performance promises not authorised in writing by us, or non-compliance by the Reseller or its end client with applicable telephony, consent, or consumer protection laws.

15.6 We retain all intellectual property in the underlying AI calling system, prompts, automations, and infrastructure. The Reseller is granted a non-exclusive, non-transferable right to resell during the term.

15.7 Either party may terminate the reseller arrangement on thirty (30) days’ written notice. On termination, the Reseller’s end-client subscriptions may, at our discretion and with the end client’s consent, be transferred directly to us or wound down.

16.1 Neither party is liable for failure or delay in performance caused by events beyond reasonable control, including natural disasters, pandemics, government actions, telecom outages, ad platform outages, AI provider outages, CRM provider outages, advertising account shutdowns, or third-party policy changes.

16.2 If a force majeure event materially impacts service delivery for more than fourteen (14) consecutive days, either party may terminate without penalty. Where you have prepaid for service periods that have not yet commenced, we will refund those amounts on a pro-rata basis in accordance with clause 5.3.

17.1 To the maximum extent permitted by law, we are not liable for indirect, incidental, consequential, or special losses, including loss of profit, revenue, goodwill, business opportunity, or anticipated savings.

17.2 Our total aggregate liability under these Terms in respect of any matter or series of related matters, regardless of the cause of action, is capped at the greater of: (a) the total service fees paid by you to us in the six (6) months immediately preceding the event giving rise to the claim; and (b) NZD $5,000 (or local-currency equivalent).

17.3 The cap in clause 17.2 does not apply to liability arising from: (a) breach of confidentiality; (b) infringement of intellectual property; (c) fraud or wilful misconduct; or (d) any liability that cannot be limited or excluded by law.

17.4 You indemnify us against any third-party claim, loss, or penalty arising from: (a) your offers, pricing, products, or services; (b) your breach of consumer protection, financial services, advertising, telecommunications, or data protection laws; (c) your failure to obtain necessary consents from leads or customers, including any prior express written consent required for AI-driven calling; and (d) the accuracy of contact lists or lead capture flows you direct us to use.

17.5 Each party indemnifies the other against losses arising from breach of confidentiality, infringement of intellectual property, or fraud or wilful misconduct by that party.

18.1 Nothing in these Terms limits, restricts, or excludes any statutory rights that cannot be lawfully excluded under:

• Consumer Guarantees Act 1993 (NZ) and Fair Trading Act 1986 (NZ).
• Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010), including the unfair contract terms regime applicable to standard-form small business contracts.
• Applicable United States federal and state consumer protection laws.

18.2 Where you acquire services in trade and for business use, the parties agree, to the maximum extent permitted by law and on the basis that it is fair and reasonable in the circumstances, to contract out of any guarantees and remedies under the Consumer Guarantees Act 1993 (NZ) and the equivalent business-to-business exclusions under Australian Consumer Law.

18.3 The parties acknowledge that these Terms have been prepared having regard to the unfair contract terms regimes in New Zealand (Fair Trading Act 1986 as amended) and Australia (Australian Consumer Law as amended by the Treasury Laws Amendment (More Competition, Better Prices) Act 2022). Any term found to be unfair will be modified to the minimum extent necessary to render it fair, or severed under clause 24, without affecting the remainder of these Terms.

Nothing in these Terms creates a partnership, joint venture, agency, employment, or fiduciary relationship. We operate as an independent contractor.

You may not assign these Terms or any rights under them without our prior written consent, not to be unreasonably withheld. We may assign these Terms as part of a corporate restructure, sale, merger, or asset transfer, including any future restructure that consolidates Call Genius Pro under TGS Media Limited, provided that the assignee assumes our obligations under these Terms in full.

Clauses relating to fees due, refunds, intellectual property, confidentiality, data protection, liability, indemnity, dispute resolution, and governing law survive termination.

22.1 We may update these Terms from time to time. The current version is always available on our website.

22.2 A change is a "Material Change" if it: (a) increases the fees payable by you by more than five percent (5%) within any twelve (12) month period; (b) materially reduces the scope of the services you are entitled to receive; (c) materially increases your obligations or restrictions under these Terms; (d) materially alters the conditional performance commitment under Schedule B to your detriment; or (e) materially alters the dispute resolution or governing law provisions.

22.3 Material Changes will not bind you unless you affirmatively accept them, whether by Stripe re-acceptance link, countersignature of an updated Order Form, or written confirmation. If you do not accept a Material Change before the proposed effective date, you may terminate the affected service at the existing Terms with effect from the proposed effective date, without further obligation other than payment for service periods up to that date.

22.4 Non-material changes will take effect thirty (30) days after we notify you in writing (including by email to your billing or primary contact). Continued use of the services after the effective date constitutes acceptance of non-material changes.

22.5 Individual deviations from these Terms must be agreed in writing by an authorised representative of TGS Media Limited, typically in the Order Form.

These Terms, together with any Order Form, Schedules, Stripe checkout disclosure, or written instructions we issue and that are countersigned or otherwise affirmatively accepted by you, constitute the entire agreement between the parties for the relevant engagement. They supersede all prior discussions, proposals, representations, and prior Terms of Service issued by TGS Media or any predecessor brand, in each case as to engagements entered into or re-papered under this Version 2.1.

If any provision is held unenforceable, the remaining provisions remain in full force and effect, and the unenforceable provision will be modified only to the minimum extent necessary to render it enforceable, or, if such modification is not possible, severed.

25.1 The parties will attempt to resolve any dispute in good faith via direct discussion before commencing any formal proceedings. Each party will nominate a senior representative for this purpose.

25.2 If the dispute is not resolved within thirty (30) days of written notice of the dispute, the parties will attempt mediation through a mutually agreed mediator.

25.3 Where the parties have agreed in writing, or where mediation does not resolve the dispute within sixty (60) days, the parties may refer the dispute to expedited arbitration administered by the New Zealand International Arbitration Centre (NZIAC) under its expedited rules then in force, seated in Auckland, and conducted in English. Arbitration is mandatory only where both parties have so agreed in writing.

25.4 Governing law and jurisdiction are determined by your primary place of business:

• New Zealand clients: governed by the laws of New Zealand. Courts of Auckland have non-exclusive jurisdiction.
• Australian clients: governed by the laws of New South Wales, Australia. Courts of Sydney have non-exclusive jurisdiction.
• United States clients: governed by the laws of the State of Delaware. Courts of Delaware have non-exclusive jurisdiction, subject to any mandatory consumer protection laws of your home state.

By ticking the acceptance box on our Stripe payment link, by countersigning or otherwise affirmatively accepting an Order Form that incorporates these Terms, or by expressly confirming acceptance in writing, you confirm that you have read, understood, and agreed to these Terms in full, including all Schedules. Existing clients onboarded under prior versions will be invited to re-accept Version 2.1 by Stripe link or written confirmation. Until such re-acceptance, prior versions continue to govern the existing engagement to the extent enforceable.

TGS Media Limited
Auckland, Aotearoa New Zealand
Email: info@tgsmedia.org
Privacy Policy: tgsmedia.org/privacy-policy