Version: draft-2026-09-18
AI phone answering and call-ordering for restaurants. The terms governing your use of the Cleverli
call-answering and ordering platform.
Provided by Cleverli LLC, South Carolina · Contact support@cleverli.ai · Acceptance: electronic, at signup.
This Master Service Agreement (the "Agreement") is entered into as of the date you accept it electronically (the "Effective Date") by and between: Cleverli LLC, a South Carolina limited liability company, with its principal place of business at 1345 Garner Ln, Ste 103A, PMB 195, Columbia, SC 29210 ("Cleverli," "we," "us," "our"); and you, the business identified in the signup or onboarding record associated with your account (the "Restaurant," "you," "your"). Cleverli and Restaurant are each a "Party" and together the "Parties."
1.1 "Service" means the Cleverli call-answering and ordering platform described in Section 2, together with the Portal and any documentation we make available.
1.2 "Cleverli Number" means the telephone number that Cleverli procures and operates on your behalf, to which your Published Number forwards. Number ownership and release are governed by Section 11.
1.3 "Published Number" means your own telephone number — the one on your menus, packaging, listings and signage. You keep it. Nothing in this Agreement transfers it to Cleverli.
1.4 "End Customer" means a person who calls your Published Number or the Cleverli Number, or who otherwise interacts with the Service in connection with your business.
1.5 "Restaurant Content" means your menu, item and modifier names, prices, business information, hours and any other material you provide or configure.
1.6 "Order Data" means records of orders placed through the Service, including line items, totals, timestamps and order status.
1.7 "Transcript" means the text record of a call handled by the Service, produced by automated speech recognition. Transcripts are governed by Section 7 and Section 8.
1.8 "Plan" means the pricing plan set out in Schedule A.
1.9 "Go-Live Date" means the date on which your account is activated for order taking under Section 3.5.
1.10 "Billing Period" means the recurring monthly period beginning on your Go-Live Date and on each monthly anniversary thereafter.
1.11 "Captured Order" has the meaning given in Section 5.4, and is the unit on which per-order fees are charged.
2.1 What the Service does. Cleverli operates an automated, AI-assisted attendant that answers telephone calls on your behalf and takes food orders for pickup. On a call, the Service: a. answers and greets the caller as your business; b. interprets what the caller asks for against the menu you have configured; c. assembles an order, asking about required choices where your menu defines them; d. reads the order and its total back for the caller's confirmation; e. submits the confirmed order to your kitchen and, where you use a supported point of sale, to that system; and f. answers questions it can answer from what you have configured — your hours, your menu, and where you are.
2.2 Calls it cannot complete. Where the Service cannot answer a question from your configured information, it says so rather than guessing, and — where you have enabled it — offers to take a message. Messages are recorded against your account and notified to you. The Service does not transfer calls to a human.
2.3 Order cutoff. Where you enable it, the Service stops accepting new orders a number of minutes you choose before your closing time, while continuing to answer questions and take messages. If you do not enable it, the Service will accept orders whenever it answers.
2.4 Portal. We provide a web-based portal for configuring your menu, hours, business details and billing, and for reviewing orders and messages.
2.5 You keep your number. The Service does not require you to change, port or surrender your Published Number. You forward your Published Number to the Cleverli Number under whichever rule you choose with your own telephone carrier — all calls, only when your line is busy or unanswered, or only outside your opening hours. Configuring and paying for that forwarding is between you and your carrier (Section 3.3).
2.6 Text messaging is not included. The Service answers calls. It does not send marketing or promotional text messages to your End Customers, and it does not operate a text-ordering line. Where a payment link is issued under Section 4.3, it may be delivered by text to the caller's mobile number at the caller's request; that is a transactional message sent in the course of a call the End Customer initiated, and nothing more.
2.7 What the Service is not. The Service does not: prepare or deliver food; act as your agent in any transaction with an End Customer beyond transmitting the order; hold or process End Customer funds (see Section 4); provide accounting, tax or legal services; answer emergency calls or route them anywhere; or guarantee that an order will be prepared, collected, or paid.
2.8 Changes to the Service. We may modify, add to, or discontinue features of the Service. We will give at least thirty (30) days' notice before a change that materially reduces core functionality you are then using. Fee changes are governed by Section 5.10.
3.1 What we set up. The setup fee in Schedule A covers work we perform before you go live: building your menu in the Service, configuring your greeting and business information, provisioning the Cleverli Number, helping you establish call forwarding, connecting your point of sale where applicable, and testing the whole arrangement with you before any End Customer reaches it.
3.2 We provide the Cleverli Number. You do not need to supply a telephone number. Cleverli procures the Cleverli Number and holds it in Cleverli's carrier account throughout the Term.
3.3 Forwarding is yours to arrange, and it is a dependency. Your Published Number stays with your existing telephone carrier. Call forwarding from it to the Cleverli Number is a feature of that carrier's service, configured on your account, and any charge for it is yours. We will help you set it up and test it. If your carrier ceases to forward, changes your service, or your line is disconnected, the Service will not receive calls, and that interruption is not a breach of this Agreement by Cleverli.
3.4 Menu accuracy is a precondition to taking orders. The Service quotes from the menu you configure and will not name an item or a price that is not in it. You are responsible for the accuracy of item names, prices, modifiers, allergen and dietary information, and availability.
3.5 Activation. Your account is activated for order taking only when all of the following are true: (a) the Cleverli Number is provisioned and answering; (b) forwarding from your Published Number has been configured and tested; (c) a menu is configured; (d) a valid payment method is on file as required by Section 5.6; and (e) you are on a paid Plan. Until activation, the Service takes no orders and no monthly fee is charged (Section 5.2).
4.1 You are the merchant of record. End Customer payments for food are processed by you — at your counter, or through your own payment processor account under your own merchant agreement. Cleverli never takes possession of End Customer funds, is not a payment processor, and is not a party to the sale between you and your End Customer.
4.2 Point of sale. Where you use a supported point of sale and connect it, Cleverli creates orders in your account on your instruction. You are responsible for maintaining that account in good standing and for its fees and terms. If the connection is revoked or that account is suspended, orders will still be taken but will not reach that system.
4.3 Pay at pickup is the default. By default an order taken by the Service is submitted to your kitchen unpaid, and the End Customer pays you when they collect it. You accept the risk of orders that are never collected. You may instead enable prepayment, in which case the Service issues a secure payment link and the order reaches your kitchen on payment. That choice is yours and may be changed in the Portal.
4.4 Refunds to End Customers. Refunds of food payments are made by you, subject to your processor's rules. The Service records refund status against the order where it is able to. Cleverli does not issue, fund, or adjudicate refunds to End Customers.
4.5 Chargebacks and disputes. Chargebacks, disputes and their fees are between you, your End Customer, and your processor. Cleverli has no liability for them.
5.1 Setup fee. A one-time setup fee, as set out in Schedule A, is charged when you sign up. It covers the work described in Section 3.1, and it is charged before the Go-Live Date because that work is performed before activation.
5.2 The monthly fee starts at Go-Live, not at signup. Your recurring monthly Plan fee begins on the Go-Live Date and recurs each Billing Period thereafter.
5.3 Per-order fee. In addition to the monthly fee, each Captured Order is charged at the flat per-order rate in Schedule A. The rate does not change with volume.
5.4 What counts as a Captured Order. An order is a Captured Order, and becomes billable, at the point it becomes real: a. where the order is submitted for payment at pickup, when the Service submits it to your kitchen; or b. where you have enabled prepayment, when payment for it is confirmed. A call that ends without an order, a question, a wrong number, a hang-up, and an order abandoned before it is submitted are not Captured Orders and are not billed. An order ingested from your point of sale rather than taken by the Service is not a Captured Order.
5.5 A Captured Order stays billable. Because the per-order fee is charged when the order becomes real, an order that is later cancelled, refunded, or not collected by the End Customer remains a Captured Order and is not credited. Where you use pay at pickup, an End Customer who does not collect their food is a Captured Order you have paid for.
5.6 Included call time and overage. Your Plan includes the monthly call-time allowance set out in Schedule A, calculated as a fixed monthly allowance plus a further allowance for each Captured Order in that Billing Period. Call time means time connected to the automated attendant. Use beyond the included allowance is billed at the per-minute rate in Schedule A. Unused allowance does not roll over.
5.7 Payment methods — bank account primary, card backup. You must keep on file both (a) a US bank account for ACH debit, which is the primary method, and (b) a distinct payment card as a backup. Both are required before activation and throughout the Term. ACH is primary because it materially reduces the cost of the Service; the backup card exists so that a single failed debit does not interrupt your service.
5.8 Authorization. You authorize Cleverli to charge the setup fee, the monthly fee, per-order fees, call-time overage, and any other amounts due under this Agreement to the payment methods on file, and to retry a failed charge against the backup method.
5.9 Failed payment. If a charge fails, we will notify you and may retry. If amounts remain unpaid ten (10) days after the due date, we may suspend the Service under Section 12.3.
5.10 Fee changes. We may change fees on thirty (30) days' written notice. A change takes effect at your next Billing Period after the notice period. If you do not accept a fee increase, your remedy is to cancel under Section 12.1 before it takes effect.
5.11 Taxes. Fees are exclusive of taxes. You are responsible for all taxes arising from your use of the Service, other than taxes on Cleverli's net income. You are solely responsible for the collection and remittance of sales and other taxes on food you sell to End Customers.
5.12 No refunds of fees paid to Cleverli. Except where required by law or expressly stated in this Agreement, fees paid to Cleverli are non-refundable, including the setup fee once the setup work described in Section 3.1 has begun.
You agree that you are responsible for:
6.1 Your food and your business. Preparation, food safety, allergen accuracy, licensing, permits, staffing, hours, and every aspect of operating your business. Cleverli has no role in and no liability for the food you sell.
6.2 Fulfilment. Preparing and handing over every order the Service accepts on your behalf, and for communicating with an End Customer when you cannot.
6.3 Menu and pricing accuracy, including allergen and dietary information. The Service will not state information you have not configured. If your menu omits something an End Customer needs, the Service cannot supply it.
6.4 Your hours. Keeping your configured hours current. The Service answers questions about your hours, and decides the order cutoff under Section 2.3, from what you have configured.
6.5 Call forwarding, as set out in Section 3.3, and your telephone service generally.
6.6 Your account credentials, and all activity under your account.
6.7 Reviewing orders before you prepare them, as set out in Section 13.2.
6.8 Call disclosure and consent, as set out in Section 7.
6.9 Lawful use. You will not use the Service to misrepresent your business or in violation of any law applicable to your business or to the handling of telephone calls.
This Section allocates responsibility for how calls are handled, what is kept, and what callers are told. It is the most important operational section of this Agreement.
7.1 We answer as an automated attendant. When a call reaches the Cleverli Number, an automated system — not a person — answers it and speaks with the caller as your business. No Cleverli employee listens to your calls in the ordinary course of providing the Service.
7.2 No audio recording. The Service does not record or store the audio of calls. Speech is converted to text as the call proceeds and the audio is not retained.
7.3 Transcripts are created and kept. A Transcript of each call is created and retained for the period set out in Section 8.5. A Transcript contains what was said on the call, which will ordinarily include the caller's order and may include their name and any other information they choose to say.
7.4 Disclosure to callers, and whose decision it is. The Service can be configured to open each call by telling the caller that they are speaking with an automated assistant and that the call is transcribed. That setting is yours. You are responsible for determining whether the law applicable to your business requires such a disclosure — including any state law governing the recording, transcription or monitoring of telephone conversations, and any law governing automated callers — and for instructing us to enable it. We will enable or disable it on your instruction. Cleverli does not provide legal advice and has not determined what your jurisdiction requires.
7.5 Indemnity for the disclosure setting. You will indemnify Cleverli against claims arising from your instruction to operate without the disclosure described in Section 7.4, or from the content of a disclosure you direct us to make.
7.6 Carrier and network action. Telephone carriers may block, misroute, or fail to deliver calls, and your own carrier's forwarding may fail. We do not guarantee that every call will reach the Service, and interruption caused by carrier action is not a breach of this Agreement.
7.7 Emergency calls. The Service is not an emergency service. It does not recognise, prioritise or route emergency calls, and must not be relied on for them.
8.1 Your data is yours. As between the Parties, you own Restaurant Content, Order Data and the Transcripts of calls to your business. You grant Cleverli a non-exclusive licence to host, process, transmit and display that data as necessary to provide the Service, to support you, and to comply with law.
8.2 End Customer personal information. Cleverli processes End Customer telephone numbers, Transcripts and order records to operate the Service. Both Parties will handle that information in accordance with applicable law and our Privacy Policy. You will not use End Customer data obtained through the Service for any purpose other than fulfilling orders. In particular you will not sell it or transfer it to a third party for marketing, and you will not use it to send marketing messages.
8.3 Aggregated and de-identified data. We may compile aggregated, de-identified statistics from use of the Service and use them to operate and improve it. Such data will not identify you, your business, or any End Customer.
8.4 Model training. We will not use the content of your calls or Transcripts to train general-purpose AI models. We may use it to operate, debug, evaluate and improve the Service for you.
8.5 Retention. We retain Order Data and Transcripts for the duration of the Term and for twenty-four (24) months thereafter, after which they are deleted, except where we must retain them to comply with law, resolve disputes, or enforce this Agreement.
8.6 Deletion on request. You may ask us to delete a particular Transcript at any time, and we will do so unless we must retain it for a reason in Section 8.5.
8.7 Export. Before termination, and for thirty (30) days afterwards, you may request an export of your Order Data in a machine-readable format.
8.8 Security. We maintain technical and organisational measures appropriate to the Service, including encryption of data in transit, access controls, and restricted administrative access. No system is perfectly secure, and we do not warrant that the Service cannot be compromised.
9.1 Cleverli owns the Service, including all software, models, prompts, designs and documentation, and all intellectual property rights in them. Nothing in this Agreement transfers any of those rights to you.
9.2 You own Restaurant Content and your trademarks. You grant Cleverli a licence to use your business name and marks solely to operate the Service — including to answer calls in your name.
9.3 Publicity. Cleverli will not identify you as a customer or use your name or logo in marketing materials without your prior written consent.
9.4 Feedback. If you give us suggestions about the Service, we may use them without obligation to you.
10.1 Commercially reasonable efforts. We will use commercially reasonable efforts to keep the Service available. This Agreement does not include a service-level agreement, uptime commitment, or service credits.
10.2 Dependencies. The Service depends on third parties — telephone carriers including your own, Telnyx, your point of sale, Stripe, our AI model providers, and our hosting provider. Interruption or change at any of them may interrupt the Service. We are not liable for their acts or omissions.
10.3 Maintenance. We may take the Service down for maintenance. We will give advance notice of planned maintenance where practicable.
10.4 What happens when the Service is unavailable. The Service answers calls forwarded to it. If it is unavailable, calls forwarded to the Cleverli Number may go unanswered. You may withdraw forwarding at your carrier at any time, which returns calls to your own line, and you are responsible for deciding when to do so.
10.5 Support. Support is provided by email at support@cleverli.ai during ordinary business hours.
11.1 Held by Cleverli. The Cleverli Number is procured and held in Cleverli's carrier account. You do not acquire ownership of it and you may not transfer or port it away.
11.2 Your Published Number is unaffected. Your own number remains yours throughout and after the Term. This Agreement does not port it, transfer it, register it, or place any encumbrance on it. On termination you simply stop forwarding it.
11.3 Release after termination. On termination or cancellation, we schedule the Cleverli Number for release and it stops serving your account. Because your callers dial your Published Number and not the Cleverli Number, its release does not affect any number your customers know.
11.4 Number changes. We may change the Cleverli Number where a carrier or regulatory requirement compels it, on as much notice as circumstances allow. Where we do, you will need to update the forwarding destination at your carrier, and we will tell you in time to do so.
12.1 Term and cancellation. This Agreement begins on the Effective Date and continues month-to-month until cancelled. You may cancel at any time through the Portal or by contacting support. Cancellation takes effect at the end of the then-current Billing Period, and the Service continues until then.
12.2 Final usage invoice. On cancellation we bill the per-order fees and any call-time overage accrued in the final Billing Period at the time of cancellation, because no renewal invoice will follow. The setup fee is not refunded and does not recur.
12.3 Suspension. We may suspend the Service immediately if: you fail to pay amounts due after notice under Section 5.9; your use presents a security or legal risk; a carrier or regulator requires it; or you breach Section 6.9 or Section 7. We will restore service promptly once the cause is resolved.
12.4 Termination for cause. Either Party may terminate for the other's material breach if the breach is not cured within thirty (30) days of written notice.
12.5 Termination for convenience by Cleverli. We may terminate this Agreement on thirty (30) days' notice. If we do so other than for cause, we will refund any prepaid monthly fee covering the period after termination.
12.6 Effect of termination. Your right to use the Service ends; the Cleverli Number is handled under Section 11.3; your Published Number is unaffected under Section 11.2; you may export data under Section 8.7; and amounts accrued before termination remain payable. Sections 4.4, 5.11, 8.1–8.5, 9, 13, 14, 15, 16 and 18 survive.
13.1 Mutual. Each Party warrants that it has the authority to enter into this Agreement and, if acting for an entity, that the individual accepting has authority to bind it.
13.2 AI output. The Service uses automated speech recognition and language models to understand callers and compose replies. Automated systems make mistakes. A caller may be misheard, an item mismatched, a question answered imperfectly, or a sentence worded unexpectedly. We have built structural safeguards — the assistant quotes only from your configured menu, cannot invent items or prices, reads every order back before submitting it, and states that it does not know rather than guessing — but we do not warrant that every call will be handled correctly, and you are responsible for reviewing orders before you prepare them.
13.3 Disclaimer. EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", AND CLEVERLI DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. We do not warrant that the Service will be uninterrupted or error-free, that every call will be answered, or that every order will be understood correctly.
14.1 By you. You will defend and indemnify Cleverli against third-party claims arising from: the food or goods you sell; your breach of Section 7; your instruction under Section 7.4 as to call disclosure; Restaurant Content, including menu, pricing and allergen information; your violation of law; and your dispute with an End Customer.
14.2 By Cleverli. We will defend and indemnify you against third-party claims that the Service, as provided by us and used in accordance with this Agreement, infringes a US intellectual property right. This does not apply to claims arising from Restaurant Content or from your use in breach of this Agreement.
14.3 Procedure. The indemnified Party will give prompt notice, allow the indemnifying Party to control the defence, and cooperate reasonably. No settlement imposing an obligation on the indemnified Party may be made without its consent.
15.1 Exclusion. NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST SALES, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY.
15.2 Cap. EACH PARTY'S TOTAL LIABILITY ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS YOU PAID CLEVERLI IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
15.3 Exclusions from the cap. The cap does not apply to your payment obligations, to either Party's indemnity obligations under Section 14, or to a Party's gross negligence or wilful misconduct.
15.4 Allocation. You acknowledge that these limits reflect the price of the Service and are an essential basis of the bargain.
Each Party will protect the other's non-public information disclosed under this Agreement with at least reasonable care, use it only to perform this Agreement, and not disclose it except to personnel and advisers bound to equivalent obligations or as required by law. This does not apply to information that is public, independently developed, or lawfully received from a third party.
We may update this Agreement on thirty (30) days' notice by email to your account address or by notice in the Portal. Changes take effect at your next Billing Period after the notice period. Continued use after that date constitutes acceptance. If you do not accept a change, your remedy is to cancel under Section 12.1.
18.1 Governing law and venue. This Agreement is governed by the laws of the State of South Carolina, without regard to conflict-of-law rules, and the Parties submit to the exclusive jurisdiction of the state and federal courts located there.
18.2 Dispute resolution. Any dispute arising out of or relating to this Agreement that the Parties cannot resolve informally will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Columbia, South Carolina. Each Party waives any right to bring or participate in a class, collective, or representative action. Nothing in this Section prevents either Party from bringing an individual claim in small-claims court, or from seeking injunctive or equitable relief in court to protect its intellectual property or confidential information. Judgment on the arbitration award may be entered in any court of competent jurisdiction.
18.3 Notices. Notices to you go to the email address on your account; notices to us go to support@cleverli.ai and, where this Agreement requires written notice, also to the address in the preamble.
18.4 Assignment. Neither Party may assign this Agreement without the other's consent, except that either may assign it in connection with a merger, acquisition or sale of substantially all assets.
18.5 Force majeure. Neither Party is liable for failure to perform due to causes beyond its reasonable control, excluding payment obligations.
18.6 Independent contractors. The Parties are independent contractors. Nothing creates a partnership, joint venture, franchise, or agency relationship, and neither Party may bind the other.
18.7 Order of precedence. In the event of conflict: (1) this Agreement, (2) Schedule A, (3) the Terms of Service, (4) the Privacy Policy.
18.8 Entire agreement; severability; waiver. This Agreement, with its Schedules and the documents it incorporates, is the entire agreement between the Parties on its subject matter and supersedes all prior drafts. If a provision is unenforceable, the rest remains in effect. A waiver must be in writing.
18.9 Electronic acceptance. You accept this Agreement by clicking to accept during signup. That acceptance is recorded and is as effective as a signature. By clicking to accept, the Restaurant agrees to be bound by this Master Service Agreement, including Schedule A and Schedule B below. The acceptance is recorded electronically with the Effective Date.
Plan and Fees
| Item | Amount |
|---|---|
| One-time setup fee | $129.00 · at signup |
| Monthly service fee | $149.00 · from Go-Live |
| Per Captured Order | $0.75 · the same rate at any volume |
| Included call time | 300 minutes per month, plus 6 minutes for each Captured Order in that Billing Period |
| Call time beyond the included allowance | $0.15 / minute |
| Payment methods | US bank (ACH) primary + distinct backup card |
The per-order fee does not vary with volume and is never a percentage of the value of an order. Unused call-time allowance does not roll over.
Not Charged by Cleverli
Payment processing fees on End Customer payments are charged by your processor under your own agreement with them. Cleverli takes no percentage of your food sales and applies no markup to your processing.
Division of Responsibility
A plain-language summary, provided for clarity. Where it differs from the body of this Agreement, the body controls.
| Responsibility | Cleverli | Restaurant |
|---|---|---|
| Provide and operate the Cleverli Number | ● | |
| Build the menu, greeting and configuration at setup | ● | |
| Keep the menu, prices and hours current thereafter | ● | |
| Arrange and pay for call forwarding from the Published Number | ● | |
| Test the arrangement before go-live | ● | ● |
| Answer calls and take orders | ● | |
| Decide whether calls open with an automated-and-transcribed disclosure | ● | |
| Retain Transcripts and Order Data, and delete on request | ● | |
| Review orders before preparing them | ● | |
| Food safety, allergens, licensing, permits, fulfilment | ● | |
| Sales tax on food | ● | |
| Payment processing for food | ● |