What to put in an AI services contract (and what to leave out)
An AI phone system keeps running, keeps metering, and keeps talking to the public long after you invoice. Here are the nine things your client agreement has to answer, from scope and voice-minute overage to disclosure duties, liability caps, and the exit.
Lumina14 min read
A contract for AI services has to answer nine questions, and most of the ones agency owners send out answer three. What the system does, in behaviors you could test. Who pays for usage when it spikes. Who owns the data, the recordings, and the phone number when it ends. Who is responsible for telling callers they are talking to an AI. What happens when the agent gets something wrong. What a change request costs. What support means in hours rather than adjectives. How long the term runs. What the client keeps if they cancel. Put those nine answers on paper and you do not need forty pages.
We are not a law firm and this is not legal advice. What follows is the operator's version: the clauses that decide whether a signed deal stays profitable, and the ones that cause arguments six months in. Take it to a lawyer licensed in your state before you send anything built on it.
Why an AI contract is not a website contract
A website build ends. You ship it, you invoice, the relationship goes quiet until the client wants a new page. An AI phone system does not end. It is answering at 2am on a Sunday, in your client's name, to a caller who has never heard of you.
Two things follow. Voice minutes meter forever, so a contract silent on who pays for them has a hole that grows every month the client does. And something you configured talks to the public every day. It books, quotes, and occasionally gets it wrong. Your client will want to know whose problem that is, and if your paperwork says nothing, the answer defaults to whoever has more to lose.
Your buyer is already thinking about this. The U.S. Chamber of Commerce's 2026 Empowering Small Business report, published in October, found 66% of small businesses now use AI, up eight points from 2025 and close to three times the 23% share in 2023. It also found six in ten worried about litigation and compliance costs from the patchwork of state privacy and AI laws. So a clear agreement helps you close. You get to be the vendor who answered the question they were nervous to ask.
How specific does the scope need to be?
Specific enough that a stranger could read it and test the system against it. "AI receptionist with booking integration" is not scope, it is a product name. Here is scope for an HVAC company:
Answers calls forwarded from the main line, 24 hours a day
Collects caller name, callback number, service address, and the issue
Classifies the call as emergency, repair, or maintenance using the rules in Schedule B
Books repair and maintenance into the Google Calendar named in Schedule A, in two-hour arrival windows
Transfers emergencies to the on-call number and does not attempt to book them
Texts back any missed call on the forwarded line within 60 seconds
Escalates to a human when the caller asks for a person or uses any phrase in the escalation list
Then write the list nobody wants to write. What this build does not include. Payment collection. Insurance verification. Outbound calling. Second location routing. Spanish. The field service software they mentioned once on the call.
That second list is where margin leaks out. A client who assumed Spanish was included is not being unreasonable, he just never saw it excluded. Your proposal sells the outcome. The contract draws the edge of it.
Who pays for voice minutes, and what happens when they spike?
Say the number. Then say what happens at the cap.
Every layer below you meters. Vapi, for example, publishes a 5 cent per minute platform fee and passes transcription, model, voice, and telephony through at provider cost on top of that. Voice on a Lumina client build runs at $0.35 a minute wholesale, agreed on the pricing call before anything gets built. Whatever your supply looks like, your cost per minute is real and it does not stop.
Three structures work. The contract has to pick one.
Bundled with stated overage. "Includes 500 voice minutes per month. Additional minutes billed at $0.75 each." Easy to explain, and it survives a busy month.
Pass-through at cost plus a markup. Lower risk for you, more invoice questions from them. Better with larger businesses that already read vendor invoices line by line.
All-in flat with a fair use ceiling. Easiest to sell, and only safe if you write the ceiling and your right to re-price above it. "Flat monthly includes up to 1,000 minutes. Above that, the parties will agree revised pricing within 30 days."
Then answer the question everyone forgets. At the cap, does the system keep running and keep billing, or does it stop? Both answers are defensible. An undefined one is not. A hail storm will find that gap in a roofing client's first season. More arithmetic in how to charge clients for AI voice minutes.
Who owns what when the relationship ends?
Three buckets, and they do not all belong to the same party.
Client data. Contacts, bookings, call transcripts, recordings, chat logs. Theirs. Say so plainly and give them an export route with a format and a window, something like CSV or JSON within ten business days of a written request. The portal and dashboard end at termination, which is why that clause matters more than it looks.
Configuration. The prompt, the knowledge base, the call flow, the vertical pack you tuned. Your work product, and the asset you reuse on the next deal. Keep it, and say that you keep it. A client who leaves takes their data and their number. The system stays yours.
The phone number. Whoever's name is on the number controls whether it ports. If you bought it, write the release terms now. If they forwarded their existing main line, note that too, because then there is nothing to port and nothing to argue about.
There is a compliance layer under this. If your client is a California business, they may need you bound as a service provider. Lathrop GPM's summary of CCPA vendor contract requirements lists what those contracts have to contain: disclosure limited to specified purposes, the privacy protection the law requires, a ban on selling or sharing the personal information, a ban on using it outside the direct business relationship, a ban on combining it with data from other sources, and notice to the business if you can no longer comply. Agree to those terms with a client and you need the same protections flowing down from whatever platform you build on. Ours sit in the FAQ. The part that matters most to a reseller: we never contact your prospects, and the addresses your demo captures belong to you. Longer version in who owns the data in a white label AI setup.
Who is responsible for AI disclosure and consent?
Split it. You configure the disclosure, the client warrants the consent, and both halves go in writing, because the rules are real and they are not uniform.
California's bot disclosure statute, Business and Professions Code 17941, calls for a disclosure that is clear, conspicuous, and reasonably designed to inform a person that they are talking to a bot, where the bot is used to incentivize a sale and there is intent to mislead about its artificial identity.
Utah went further for licensed professions. Under its Artificial Intelligence Policy Act, in effect since May 2024, a business has to disclose generative AI use when a person asks, and businesses in occupations licensed by the Utah Department of Commerce have to disclose up front without being asked, verbally at the start of an oral exchange. Davis Wright Tremaine's write-up of the law notes that the Division of Consumer Protection can levy administrative fines up to $2,500 per violation, and that using AI is no defense if the AI breaks a consumer protection rule on your behalf.
Outbound is a different category of risk. In early 2024 the FCC adopted a declaratory ruling treating calls that use AI-generated voices as artificial under the Telephone Consumer Protection Act. As Perkins Coie explains, that puts those calls inside the TCPA's prior express consent requirement, voice cloning included, and the Commission refused an exception for robocalls that behave like a live agent. Answering a call someone chose to place to your client is one thing. Dialing a list is another, and the list is the client's.
So the clauses read roughly like this. You configure and maintain an AI disclosure suited to the channel and the client's jurisdiction. The client will not instruct you to remove or weaken it, and doing so gives you grounds to suspend. For any outbound calling or texting, the client represents that it holds the required consent for every number it supplies and indemnifies you for claims arising from lists it provides. If a client pushes back on that last one, you have learned something useful about the campaign they were planning.
One detail worth borrowing. The demo pages you send are also AI talking to a human. Lumina demos carry a sandbox disclosure saying the agent is a demo and bookings in it are simulated, and it stays visible on every published demo whatever else you brand.
What happens when the agent gets something wrong?
It will get something wrong. It will read a price band off by one tier, mishear a street name, or book two jobs into a window that fits one. A contract written as though that will not happen is one you will be embarrassed to rely on.
Define correctness as conformance rather than perfection. The system is warranted to operate in accordance with the configured instructions in Schedule B. It is not warranted to be accurate in every exchange, and the client acknowledges that generated responses can contain errors. Then build the guardrails around that admission:
A review step. The client checks booking confirmations daily, or every booking goes to a human for confirmation during the first 30 days.
Liability capped at the fees paid in the preceding three, six, or twelve months. Pick one, and pick a number you could actually pay.
Consequential damages excluded, with carve-outs for the things that would be your fault, such as a confidentiality breach or gross negligence.
For regulated trades, a no-advice clause. The agent collects information and books appointments. It does not give medical, legal, insurance, or tax advice, and it escalates when a caller asks for any. A dental or legal client should want that clause as much as you do.
No cap survives a promise you should not have made on the sales call, which is the real reason to be straight there. Longer version in who is liable for a wrong answer.
What counts as a change request, and what does support mean?
Write both lists before the client writes them for you.
Included, up to some number per month: prompt wording, business hours, service list, price bands, voice selection, escalation numbers, FAQ additions. A client asks for these in the first six weeks, and charging for them makes you look small.
Billable, quoted separately: a new integration, a second location, a new call flow, another language, an outbound campaign. Those are builds. Treat them like builds, with a scope and a price.
Support is where solo operators write cheques their calendar cannot cash. Do not put 24/7 in a contract if you are one person with a day job. "Email support, responses within one business day, Monday to Friday" is a promise you can keep for two years running. A client who needs faster can pay for faster, and should hear the price instead of a slogan.
Term, renewal, and the exit
Your term follows your cost structure. Charge a large setup fee and carry delivery cost up front, and a twelve month term protects you from a client who cancels in month two. Keep the build fee small and month-to-month closes faster, with the recurring revenue as the thing you protect. Our side has no platform build fee, and each client build carries a wholesale setup fee and monthly agreed on a short call, so you can mirror whichever shape your market prefers.
Whatever the term, the exit clause should answer four things without anyone needing to call you. How much notice. What the final invoice includes for usage already consumed. How the client gets their data. What happens to the number. Write it while you still like each other.
Mirror your own supply side so you never promise a client something you cannot honor. When a Lumina subscription lapses nothing is deleted. Published demos unpublish so the links stop serving, and your work stays as a draft until you resubscribe.
What to leave out
Some clauses cost you more than they protect.
Broad non-solicit language that stops a local business from hiring a receptionist is insulting to read and hard to enforce. Trade exclusivity you are not being paid for locks you out of your best referral source. Price escalators you would never invoke hand the client a reason to renegotiate. A perpetual auto-renew with a seven day cancellation window looks clever until the first client caught by it tells the rest of the chamber of commerce. And do not take rights to the client's logo or customer list beyond what running the system needs.
The agreement that keeps clients is short, readable, and fair enough to sign without a lawyer. Save the defensive drafting for the contracts you sign with suppliers.
Where a contract will not help you
Almost no dispute here starts with a clause. It starts with a sentence on a sales call. Tell a client the agent sounds exactly like a person, watch his mother-in-law spot it in nine seconds, and your limitation of liability is technically fine while the relationship is over. Contracts divide risk between parties who still want to work together. They do not produce that condition.
A contract also cannot carry a bad fit. A business taking six calls a month will never feel the value, however clean your scope is, and it churns at month three with a perfectly valid agreement in the drawer. Qualifying hard is cheaper than papering a mismatch.
Nor can it settle a duty you owe someone who never signed it. The disclosure obligations above run to the caller and to a regulator. No clause you and the client agree on moves them.
Last one. The template you downloaded was written for a software vendor with in-house counsel, in a state that is not yours, before any of these AI rules existed. Think with it, then pay a lawyer in your state a few hundred dollars to turn it into something you can rely on. Cheapest insurance in this business.
FAQ
Do I need a separate contract for every client build?
One master agreement plus a per-build schedule is the structure that scales. The master holds what never changes: liability, data, confidentiality, payment. The schedule holds scope, included minutes, overage rate, pricing, and term. A second build for the same client then costs you a one-page schedule instead of a fresh negotiation.
Should my contract name the platform I build on?
Name a subcontractor or subprocessor category rather than a brand, and reserve the right to change providers as long as the service levels and privacy terms hold. That keeps your supply confidential and your white label intact. You do have to pass down the privacy terms you agreed with the client, so read your own vendor agreement first.
Do I need a data processing agreement?
If your client sits in a jurisdiction whose privacy statute requires one, probably yes, and a short addendum beats a custom document. The CCPA service provider terms above are a reasonable starting shape for US work. Ask your lawyer which statutes your clients trigger.
Can I charge a cancellation fee?
You can charge for work already delivered and usage already consumed, and you can hold a client to the term they agreed to. An early termination fee priced to punish rather than recover cost is hard to collect and expensive in reputation. Charge for the setup work, release them cleanly, keep the referral.
The next step
Open the last agreement you sent. Write the nine answers from the top of this post as a one-page schedule, in your own numbers, and count how many you had never written down anywhere. That page will do more for your close rate than another round of pitch edits, because the prospect asking what happens if it says the wrong thing is the prospect getting ready to buy.
Then price the build. Every client build on Lumina gets a 30-minute pricing call, with wholesale setup and monthly agreed before anything gets made, and you set retail from there. Talk to the live demo on the homepage, then start your workspace for $49 a month and put the schedule to work on your next deal.
