Master Service Agreement

Texas • State Agency Procurement

Terms governing your use of Sí Call services for Texas state and local government entities.

Texas Government Terms

This Master Service Agreement includes provisions designed to support Texas state and local government procurement requirements. These terms complement standard DIR contract vehicles and cooperative purchasing agreements where applicable.

1. Parties and Effective Date

This Master Service Agreement ("Agreement") is entered into by and between Sí Call("Contractor" or "Provider") and the Texas state agency, local government entity, or political subdivision accepting these terms ("Customer" or "Agency").

This Agreement becomes effective upon execution of a Purchase Order, Interlocal Agreement, or other procurement document referencing this Agreement ("Effective Date").

2. Services Description

Provider offers an AI-powered phone answering and receptionist platform ("Services") that includes:

• AI Voice Agent — Automated phone answering for constituent services
• Appointment Scheduling — Citizen appointment booking and management
• Call Transcription — Speech-to-text conversion and call documentation
• Dashboard Access — Administrative interface for call logs and analytics

3. Texas Government Provisions

3.1 Texas Public Information Act

Provider acknowledges that Customer is subject to the Texas Public Information Act (Texas Government Code Chapter 552). Provider will:

• Cooperate with Customer in responding to public information requests
• Provide Customer Data in exportable format upon request
• Not independently respond to public information requests without Customer authorization

3.2 Texas Data Privacy and Security Act

Provider will process personal data in accordance with the Texas Data Privacy and Security Act (Texas Business & Commerce Code Chapter 541) where applicable, including:

• Processing data only for purposes specified in this Agreement
• Implementing reasonable security measures
• Assisting with consumer rights requests

3.3 Required Certifications

Provider certifies compliance with applicable Texas Government Code provisions including:

• Section 2252.152 (boycott of Israel certification) — Provider does not boycott Israel
• Section 2274 (boycott of energy companies) — Provider does not boycott energy companies
• Section 2252.903 (firearm discrimination) — Provider does not discriminate against firearm industry

3.4 Dispute Resolution

For disputes involving Texas state agencies, the dispute resolution procedures of Texas Government Code Chapter 2260 shall apply. Venue for any legal proceeding shall be in Travis County, Texas.

4. Customer Responsibilities

Customer agrees to:

• Provide accurate agency and contact information
• Designate authorized users and administrators
• Ensure compliance with applicable records retention schedules
• Provide notice to constituents of call recording where required
• Configure the AI agent with appropriate agency information

5. Fees and Payment

5.1 Pricing

Pricing is set forth in the applicable Purchase Order or contract document. DIR contract pricing may apply where Provider is listed on a DIR contract.

5.2 Payment Terms

Payment terms are Net-30 from receipt of a valid invoice, unless otherwise specified. Provider accepts purchase orders from Texas state and local government entities.

5.3 Tax Exemption

Texas state agencies and qualifying local government entities are exempt from Texas sales tax. Customer will provide a Texas Sales Tax Exemption Certificate upon request.

6. Security and Data Protection

Provider implements security measures including:

• Encryption of data in transit (TLS 1.2+) and at rest (AES-256)
• Access controls and authentication requirements
• Regular security assessments and vulnerability management
• Incident response and notification procedures
• Employee background checks for personnel with data access

Provider will notify Customer of security incidents affecting Customer Data within 72 hours of discovery and cooperate with any required notifications under Texas law.

7. Data Ownership and Handling

7.1 Data Ownership

Customer retains ownership of all Customer Data, including call recordings, transcripts, and constituent information. Provider acquires no ownership rights to Customer Data.

7.2 Data Location

Customer Data is processed and stored in the United States using cloud infrastructure providers with data centers in the continental United States.

7.3 Data Return and Deletion

Upon termination, Provider will:

• Export Customer Data in standard formats upon request
• Delete Customer Data within 90 days unless retention is legally required
• Provide written certification of data deletion upon request

8. Term and Termination

8.1 Term

The initial term is specified in the Purchase Order or contract document. Renewals are subject to appropriation of funds and mutual agreement.

8.2 Termination for Convenience

Customer may terminate for convenience with thirty (30) days written notice. Customer is responsible for fees incurred through the termination date.

8.3 Termination for Non-Appropriation

If Customer is a governmental entity and funds are not appropriated for continued performance, Customer may terminate without penalty upon written notice.

8.4 Termination for Cause

Either party may terminate for material breach if the breach is not cured within thirty (30) days of written notice.

9. Liability and Indemnification

9.1 Limitation of Liability

PROVIDER'S TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9.2 Sovereign Immunity

Nothing in this Agreement waives, and Provider does not require Customer to waive, any immunity from suit or liability provided by the Texas Constitution, Texas Tort Claims Act, or other applicable law.

9.3 Indemnification

Provider will defend and indemnify Customer against third-party claims arising from Provider's breach of this Agreement or infringement of intellectual property rights, subject to Customer providing prompt notice and cooperation.

10. General Provisions

10.1 Governing Law

This Agreement is governed by the laws of the State of Texas without regard to conflict of laws principles.

10.2 Order of Precedence

In the event of conflict between documents, the order of precedence is: (1) Purchase Order or Contract; (2) This Master Service Agreement; (3) Provider's standard terms.

10.3 Entire Agreement

This Agreement, together with the applicable Purchase Order and Data Processing Addendum, constitutes the entire agreement between the parties.

11. Contact Information

Related Documents