This Sally Sensi Growth Agent Product Specific Terms (“Sally Specific Terms”), together with the online order form (“Order Form”) completed by the Customer and Sensi.AI’s Terms and Conditions available at https://www.sensi.ai/terms-and-conditions/bh/ (the “General Terms and Conditions“), constitutes the agreement between the parties with respect to the Sally Sensi Growth Agent (“Sally”) offering and the services described herein. The General Terms and Conditions are incorporated by reference into these Sally Specific Terms; provided, however, that in the event of any conflict, inconsistency, or ambiguity between these Sally Specific Terms and the General Terms and Conditions, these Sally Specific Terms shall prevail with respect to the Sally offering and the matters expressly addressed in the Order Form. The Order Form shall become legally binding when the Customer completes the online ordering process and clicks “I Accept” to these Sally Specific Terms and the General Terms and Conditions, unless the order is rejected by Sensi.AI due to unauthorized changes to the order flow or the Customer representative’s lack of authority to bind the Customer.
These Sally Specific Terms applies to all of the Customer’s locations/offices that are operated by the same legal entity that is a party to the Order Form, as of the signing date and thereafter. For any new location opened or acquired by the Customer during the Term (as defined below), the Customer shall ensure that Sensi.AI is granted continuous, read‑only access to the applicable agency management system(s) or other primary scheduling/billing platform(s) used to record Billable Hours for such location(s), on terms consistent with this Order Form.
Definitions
“Billable Hours” means the total number of hours of services provided by the Customer to its end clients during a calendar month that are recorded by the Customer as billable to such clients, as reflected in the Customer’s scheduling, timekeeping, or billing system.
“Minimum Monthly Commitment Amount” means a fixed, non-refundable minimum monthly fee payable by the Customer to Sensi.AI in advance for each calendar month during the Term, regardless of the Customer’s actual usage, recorded Billable Hours, or lack thereof.
“Signing Date” means the date on which the Customer completes the Order Form and clicks “I Accept” to these Sally Specific Terms and the General Terms and Conditions.
Terms not otherwise defined in these Sally Specific Terms shall have the meanings ascribed to them in the General Terms and Conditions.
Fees and Reconciliation
Sensi.AI will invoice the Minimum Monthly Commitment Amount in advance for each month of the Term. For each applicable month, Sensi.AI will calculate the actual fees due by applying the tiered hourly rates set forth in the Order Form to the total Billable Hours for such month. To the extent the actual fees for any month exceed the Minimum Monthly Commitment Amount invoiced for such month, Sensi.AI will invoice the difference as an “Excess Billable Hour Amount.” For the avoidance of doubt, if the actual fees for any month are less than the Minimum Monthly Commitment Amount, the Customer shall not be entitled to any refund, credit, or carryforward.
Usage Measurement via AMS Access
The Customer shall provide Sensi.AI with continuous read-only electronic access to the Customer’s agency management system, or any other primary scheduling or billing platform used by the Customer to record Billable Hours (the “AMS”), solely for the purpose of measuring and verifying Billable Hours in connection with billing under this Order Form. Sensi.AI may extract from the AMS the data necessary to determine the number of Billable Hours, and the monthly fees and any Excess Billable Hour Amount payable under the Order Form shall be calculated based on such extracted data.
If, for any reason, Sensi.AI is unable to access the AMS or otherwise extract the Billable Hours for any applicable period, Sensi.AI may calculate and invoice the applicable fees for such period based on a reasonable estimate of the Customer’s Billable Hours. Any such estimate may be based on the Customer’s historical usage, prior billing periods, available AMS data, recent usage trends, and any other information reasonably available to Sensi.AI. For the avoidance of doubt, inability to access the AMS includes any failure, restriction, interruption, or delay arising from, caused by, or attributable to the Customer, the AMS, or any systems or service providers controlled by the Customer.
Any estimated amounts invoiced under the preceding paragraph shall be payable by the Customer in accordance with the payment terms of this Order Form. Once AMS access is restored and the actual Billable Hours for the applicable period can be determined, Sensi.AI shall reconcile the estimated amounts invoiced against the actual fees due for such period. Any underpayment by the Customer shall be invoiced by Sensi.AI and paid in accordance with this Order Form, and any overpayment by the Customer shall be credited against the next invoice issued under this Order Form.
If Sensi.AI is unable to access the AMS for an aggregate period of two (2) months in any twelve (12) month period, and such inability is caused by or attributable to the Customer or its systems, Sensi.AI may provide written notice to the Customer describing the access failure. If the Customer fails to restore the required access within ten (10) days after receipt of such notice, such failure shall constitute a material breach of this Order Form, and Sensi.AI shall be entitled to terminate this Order Form in accordance with the termination provisions of Sensi.AI’s Terms and Conditions.
Payment Terms
All fees payable under this Order Form are net amounts and shall be paid to Sensi.AI in full, without deduction, withholding, setoff, or counterclaim of any kind. The Customer shall be responsible for and shall promptly pay all taxes, duties, levies, and similar governmental charges associated with this Order Form, other than taxes imposed on Sensi.AI’s net income. If the Customer is required by applicable law to deduct or withhold any taxes from any payment due to Sensi.AI, the amounts payable by the Customer shall be increased as necessary so that, after giving effect to such deduction or withholding, Sensi.AI receives the full amount it would have received had no such deduction or withholding been required.
The first payment of the Minimum Monthly Commitment Amount shall be made to Sensi.AI in U.S. dollars when the Customer completes the Order Form, clicks “I Accept” to the applicable terms, and provides its payment details to Sensi.AI. Thereafter, payment of the Minimum Monthly Commitment Amount and any Excess Billable Hour Amount shall be charged on a recurring monthly basis until the expiration or earlier termination of this Order Form, in accordance with Sensi.AI’s Terms and Conditions. All automatic monthly payments shall be processed through Sensi.AI’s payment system using the payment method designated by the Customer.
Any amount not paid by the Customer on or before the date such amount is due under this Order Form shall bear interest at the rate of one percent (1%) per month or, if lower, the maximum rate permitted by applicable law. Such interest shall accrue from the first day immediately following the applicable due date until the date of actual payment in full and shall be compounded quarterly.
Term and Termination
This Order Form shall commence on the Signing Date and, unless earlier terminated in accordance with its terms, shall continue for the subscription period stated in the Order Form (the “Initial Subscription Term”). Upon expiration of the Initial Subscription Term, this Order Form shall automatically renew for successive renewal terms each equal to the then-current subscription term, unless either party gives written notice of non-renewal prior to the end of the then-current term. The notice period for non-renewal shall be at least sixty (60) days before the end of the applicable term. The Initial Subscription Term and any renewal terms are collectively referred to as the “Term.”
