Payment Terms & Conditions

This AI Automation Services Agreement ("Agreement") is entered into as of the date of acceptance by the Client ("Effective Date") by and between:

Client: The individual or entity accepting this Agreement ("Client"); and

Provider: Hyperedge Systems Studio ("Provider").

1. Scope of Services Provider agrees to provide AI-powered automation services as outlined in a separately agreed-upon proposal ("Proposal"). The Proposal shall define specific deliverables, timelines, and any additional terms applicable to the engagement. The scope of work may be modified if agreed upon in writing by both parties, which may result in adjustments to the payment schedule.

Any changes to the scope of work must be requested in writing. Provider will assess the request and provide an updated timeline and cost estimate before proceeding. No additional work will be performed until both parties agree in writing.

2. Payment Terms Client agrees to pay Provider the fees specified in the Proposal. Payments shall be structured per phase and billed as a fixed bid. Payments are required before work starts on each phase. Any additional work outside of the agreed scope will require a new agreement or an amendment to the existing proposal. Unless otherwise stated, all payments are final and non-refundable. If a project is terminated early, no refunds will be issued for work already completed.

If Client fails to make any required payment, Provider reserves the right to pause all work until payment is received. If payment remains outstanding for more than 30 days, Provider may terminate the Agreement and retain any prepayments as compensation for work completed.

3. No Chargebacks Client agrees not to initiate chargebacks or payment disputes. Any billing concerns must first be addressed with Provider directly. Unauthorized chargebacks may result in service suspension and legal action.

4. Term & Termination This Agreement shall commence on the Effective Date and continue until completion of services, unless terminated earlier:

  • By either party with 15 days’ written notice.
  • Immediately by either party if the other materially breaches this Agreement and fails to cure within 15 days.
  • Upon mutual agreement of both parties.
  • Provider reserves the right to suspend services if Client fails to make payments on time or breaches any terms of this Agreement.

5. Client Responsibilities Client agrees to provide timely access to necessary information, personnel, and systems to facilitate Provider’s work. Delays caused by Client may impact the project timeline and deliverables.

6. Intellectual Property

  • Any pre-existing IP owned by either party remains their exclusive property.
  • Provider retains ownership of any proprietary tools, methodologies, or frameworks used.
  • Client receives a non-exclusive, royalty-free license to use deliverables created specifically for them under this Agreement.

7. Confidentiality Both parties agree to keep confidential all non-public information disclosed in connection with this Agreement and not to use it for any purpose other than fulfilling their obligations hereunder.

8. Limitation of Liability Provider shall not be liable for any indirect, incidental, or consequential damages arising from this Agreement. Provider’s total liability shall not exceed the total fees paid by Client in the three months preceding the claim.

9. No Warranty on Third-Party Tools Provider is not responsible for service outages, data loss, or functionality issues caused by third-party software, APIs, or tools used in the automation process.

10. Limitation of AI Performance AI-powered systems rely on various external factors and datasets. Provider does not guarantee specific outcomes, improvements, or flawless performance of automation solutions. Client acknowledges that AI-powered automation may produce unexpected or incorrect outputs. Provider is not liable for errors, inaccuracies, or losses resulting from AI-generated decisions.

11. Indemnification Client agrees to indemnify and hold harmless Provider from any claims, damages, or liabilities arising from Client’s use or misuse of the automation services.

12. Support & Maintenance Ongoing maintenance, updates, and support beyond the initial implementation are not included unless explicitly stated in the Proposal. Additional support can be provided at an agreed-upon rate.

13. Force Majeure Neither party shall be liable for delays or failures in performance due to circumstances beyond their reasonable control, including but not limited to acts of God, cyberattacks, system outages, or regulatory changes.

14. Governing Law & Dispute Resolution This Agreement shall be governed by the laws of California. Any disputes shall first be attempted to be resolved through good-faith negotiations. If unresolved, disputes shall be settled through binding arbitration in California.

15. Miscellaneous

  • This Agreement, including any referenced Proposal, constitutes the entire agreement.
  • Amendments must be in writing and agreed to by both parties.
  • Neither party may assign this Agreement without prior written consent.
  • If any provision is deemed unenforceable, the remaining provisions shall remain in full force.
  • This Agreement is accepted electronically, without the need for physical signatures, and shall be legally binding upon acceptance by the Client.

By proceeding with payment, Client acknowledges and agrees to the terms of this Agreement.