Terms of Service

2. Services Description

AI Assist provides Intelligent AI and automation consulting services designed to help businesses eliminate manual bottlenecks, streamline operations, and scale efficiently. Our Services include, but are not limited to:

• Business Process Automation (BPA): End-to-end workflow design, implementation, and optimization using no-code and low-code platforms.
• AI Chatbot Services: Design, development, training, and deployment of AI Chatbots for Business and AI Chatbots for Customer Service.
• Intelligent Document Processing (IDP): OCR and AI-powered data extraction, classification, and processing automation.
• Enterprise Resource Planning (ERP) Integration: AI-enhanced integration layers for SAP, Oracle, NetSuite, and other enterprise systems.
• Business Intelligence (BI): AI-powered dashboard development, predictive analytics, and natural language querying systems.
• Marketing Automation: Lead scoring, nurture sequence design, ad optimization workflows, and automated marketing operations.
• AI Email Automation: Smart inbox management, auto-sorting, auto-labeling, and intelligent follow-up sequence configuration.
• Task Management & Process Management: Project management tool setup, automation, and SOP digitization.
• AI Scale Programs: Multi-department automation rollout, change management, and ongoing optimization services.

3. Engagement & Acceptance

3.1 Proposal & Agreement

All engagements begin with a written proposal provided by AI Assist. The proposal specifies the scope of Services, Deliverables, timeline, pricing, and any assumptions. This proposal, together with these Terms of Service and any executed Statement of Work (SOW), constitutes the entire agreement between the parties.

3.2 Acceptance

Acceptance occurs when the Client signs the proposal or Statement of Work, pays the required deposit, or otherwise confirms engagement in writing (including email). Upon acceptance, these Terms of Service become legally binding.

3.3 Changes to Scope

Any work outside the agreed scope ("Scope Changes") must be documented in writing and may require additional fees. AI Assist will not commence Scope Changes without written Client approval.

4. Payment Terms

4.1 Fees & Deposits

• Project-Based Engagements: A non-refundable deposit of 50% of the total project fee is due upon acceptance. The remaining 50% is due upon project completion or as otherwise specified in the proposal.
• Monthly Retainers: Retainer fees are billed monthly in advance and are due within 7 days of invoice date.
• Audit Services: Audit fees are due in full before the audit commences.

4.2 Late Payments

Payments not received within 14 days of the due date may incur a late fee of 1.5% per month (or the maximum amount permitted by law, whichever is less) on the outstanding balance. AI Assist reserves the right to pause work on overdue accounts after providing 7 days' written notice.

4.3 Expenses

Unless otherwise agreed in writing, all Third-Party Tool subscription costs, API usage fees, hosting expenses, and other third-party charges are the sole responsibility of the Client and are not included in AI Assist's fees.

4.4 Refunds

Deposits are non-refundable once work has commenced. If AI Assist is unable to deliver the agreed Services due to circumstances within our control, a pro-rata refund of fees paid for undelivered work will be issued within 30 days.

5. Intellectual Property

5.1 Ownership of Deliverables

Upon full payment of all fees, AI Assist assigns to the Client all rights, title, and interest in the custom Deliverables created specifically for the Client, excluding:

• Pre-existing AI Assist methodologies, frameworks, templates, and proprietary tools;
• Third-Party Tools and their underlying intellectual property;
• General industry knowledge, skills, and expertise gained during the engagement.

5.2 License to AI Assist

The Client grants AI Assist a limited, non-exclusive, royalty-free license to use the Client's trademarks, logos, and brand materials solely for the purpose of performing the Services.

5.3 Portfolio Rights

Unless the Client objects in writing, AI Assist may use anonymized case study data, general project descriptions, and high-level metrics for marketing, portfolio, and promotional purposes. AI Assist will never disclose confidential business data, customer information, or proprietary processes without explicit written consent.

6. Confidentiality & Data Protection

6.1 Confidential Information

Both parties agree to hold all Confidential Information in strict confidence. "Confidential Information" includes business plans, customer data, financial information, technical specifications, workflows, and any other proprietary information disclosed during the engagement.

6.2 Data Processing

AI Assist acts as a data processor when handling Client data as part of the Services. We process data only in accordance with the Client's instructions and applicable law.

6.3 Security Measures

AI Assist implements industry-standard security measures to protect Client data, including encryption in transit, access controls, and regular security reviews. However, no system is completely secure, and AI Assist cannot guarantee absolute data security.

6.4 Compliance

AI Assist will comply with applicable data protection laws, including GDPR (where applicable), CCPA (where applicable), and other relevant regulations. Clients are responsible for ensuring their use of AI Assist Services complies with all laws applicable to their business and jurisdiction.

7. Client Obligations

To enable AI Assist to deliver Services effectively, the Client agrees to:

• Provide timely access to necessary systems, tools, data, and personnel;
• Designate a primary point of contact with decision-making authority;
• Provide accurate, complete, and current information about business processes, requirements, and constraints;
• Review and provide feedback on Deliverables within the timeframes specified in the proposal;
• Maintain active subscriptions to all required Third-Party Tools;
• Ensure all Client-provided content, data, and materials do not infringe third-party intellectual property rights;
• Obtain all necessary consents, licenses, and approvals required for AI Assist to perform the Services.

8. Limitation of Liability

8.1 Disclaimer of Warranties

AI Assist provides Services on an "as is" and "as available" basis. While we strive for excellence, we make no warranties, express or implied, regarding the uninterrupted, error-free, or completely secure operation of automated systems, AI Chatbots, or integrations with Third-Party Tools.

8.2 Limitation of Damages

To the maximum extent permitted by law, AI Assist's total liability arising out of or relating to these Terms or the Services shall not exceed the total amount paid by the Client to AI Assist in the 12 months preceding the claim. AI Assist shall not be liable for any indirect, incidental, special, consequential, or punitive damages.

8.3 Force Majeure

AI Assist shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, pandemic, war, terrorism, labor disputes, internet outages, or changes in Third-Party Tool APIs or terms of service.

9. Termination

9.1 Termination by Client

The Client may terminate the engagement by providing 14 days' written notice. Upon termination:

• The Client remains liable for all fees for Services rendered and expenses incurred prior to termination;
• The deposit is non-refundable;
• AI Assist will deliver all completed Deliverables and transfer access credentials within 7 days of final payment.

9.2 Termination by AI Assist

AI Assist may terminate the engagement immediately if the Client breaches these Terms, fails to pay fees when due, or engages in abusive, fraudulent, or illegal conduct. In such cases, no refund will be issued.

9.3 Effect of Termination

Upon termination, all licenses granted by AI Assist to the Client shall continue for Deliverables for which full payment has been received. AI Assist is not responsible for maintaining, updating, or supporting Deliverables after termination unless a separate support agreement is in place.

10. Third-Party Services

AI Assist's Services frequently involve integration with Third-Party Tools. The Client acknowledges and agrees that:

• AI Assist has no control over Third-Party Tools and their availability, performance, or terms of service;
• Changes to Third-Party Tool APIs, pricing, or features may affect the functionality of Deliverables;
• AI Assist is not liable for downtime, data loss, or service disruptions caused by Third-Party Tools;
• The Client's use of Third-Party Tools is governed by the third party's terms of service and privacy policy;
• AI Assist may recommend specific tools but does not warrant their suitability for the Client's specific needs.

11. Warranty & Support

11.1 Warranty Period

AI Assist warrants that Deliverables will substantially conform to the specifications outlined in the proposal for a period of 30 days from the date of final delivery ("Warranty Period").

11.2 Warranty Remedies

If a Deliverable does not conform to specifications during the Warranty Period, AI Assist will, at its sole discretion, either (a) correct the non-conformity, or (b) refund the portion of fees attributable to the non-conforming Deliverable.

11.3 Support Services

Unless the Client has purchased a monthly retainer or support package, AI Assist has no obligation to provide ongoing maintenance, updates, or support after the Warranty Period expires.

11.4 Exclusions

The warranty does not cover issues caused by Client modifications, misuse, Third-Party Tool changes, or use outside the agreed scope.

12. General Provisions

12.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.

12.2 Dispute Resolution

Any dispute arising out of or relating to these Terms shall first be addressed through good-faith negotiation. If negotiation fails, the parties agree to binding arbitration in accordance with the rules of the American Arbitration Association.

12.3 Entire Agreement

These Terms, together with any executed proposal or Statement of Work, constitute the entire agreement between the parties and supersede all prior negotiations, representations, and agreements.

12.4 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

12.5 Waiver

The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

12.6 Assignment

The Client may not assign these Terms without the prior written consent of AI Assist. AI Assist may assign these Terms in connection with a merger, acquisition, or sale of assets.

12.7 Modifications

AI Assist reserves the right to modify these Terms at any time. Changes will be effective upon posting to our website. Continued use of our Services after changes constitutes acceptance of the modified Terms.

13. Contact Information

If you have any questions about these Terms of Service, please contact us: