This is a v1 template that requires lawyer review before launch. Consult a qualified attorney for legal advice specific to your situation.
1. Acceptance of Terms
By purchasing a service, signing a proposal, or using any deliverable from LIFTSTACK.AI, you agree to these Terms of Service. If you do not agree, do not proceed with the engagement.
These terms form the entire agreement between you (“Client”) and [LIFTSTACK.AI legal entity] (“LIFTSTACK.AI”, “we”, “us”).
2. Services
LIFTSTACK.AI provides two lines of service:
2.1 AI Operations
- P0 - AI Readiness and Security Audit: A fixed-scope written assessment covering workflow automation opportunities, current security posture, and a prioritized AI roadmap.
- P1 - AI Receptionist and Booking: Voice and chat agent setup, qualification flows, CRM sync, and bilingual configuration.
- P2 - Lead Generation Stack: Outbound automation, lead enrichment, CRM population, and follow-up sequencing.
- P3 - Content and GEO-SEO Engine: Content generation workflows, social publishing automation, and AI-citation optimization.
- P4 - Operations Automation: Internal workflow integration, reporting dashboards, data sync, and business-process automation.
- P5 - Custom Cloud Environment: Full cloud environment design and secure deployment built to security-engineering standards.
- P6 - Bespoke Business Optimization: Custom automation builds scoped individually.
2.2 Security Services
- S1 - Penetration Testing: Active security testing of systems you own or are authorized to test, scoped under a separate statement of work.
- S2 - Security Audit: Assessment of current security posture with a written findings report.
- S3 - AI Hardening: Review and remediation of AI tools and agents already deployed in your environment.
- S4 - Secure-by-Design AI Build: Security engineering layered into any AI Operations build, billed at a premium over the base package.
The exact scope of each engagement is defined in the proposal or statement of work (SOW) accepted by both parties. These terms govern all engagements unless the SOW explicitly overrides a specific clause.
3. Pricing and Payment
3.1 Currency
All prices are quoted in USD unless the SOW specifies otherwise.
3.2 Payment Schedule by Service Type
- P0 (Audit): Payment in full is due before work begins.
- Productized packages (P1-P4): 50% of the setup fee is due before work begins. The remaining 50% is due on delivery.
- Retainers (Care, Optimize, Operate, Operate + Secure): Billed monthly in advance. The first month is due before service starts.
- Custom project work (P5, P6, S1-S4): Payment schedule defined in the SOW. Typical structure is 50% upfront and 50% on delivery for projects under $5,000 USD, and milestone-based for larger engagements.
3.3 Late Payment
Invoices not paid within 14 days of the due date may result in suspension of active services. We will give 5 business days written notice before suspending. Interest may accrue at 1.5% per month on overdue balances.
4. Refund and Delivery Policy
4.1 Audit (P0)
The audit fee is refundable within 7 days of payment if no substantive work has been delivered. Once a draft or preliminary findings have been shared, the fee is non-refundable.
4.2 Productized Packages (P1-P4)
We guarantee delivery within 14 business days of receiving all required access and information from you. If we fail to deliver within that window for reasons within our control, we will refund the setup fee in full. Monthly retainer fees are not covered by this guarantee.
4.3 Retainers
Retainers may be cancelled by either party with 30 days written notice. No penalty applies to cancellation with proper notice. Fees already paid for a current month are non-refundable but service continues through the end of that month.
4.4 Custom Projects and Security Engagements
Refund terms for custom work are defined in the SOW. In the absence of SOW terms, deposits are non-refundable once work has commenced.
5. Client Responsibilities
You agree to:
- Provide accurate and complete information needed to deliver the service.
- Designate a single point of contact with authority to make decisions for the engagement.
- Provide required access (API credentials, CRM access, system access) within 5 business days of project kickoff.
- Ensure you have the legal right to authorize any testing or automation work on systems covered by the engagement.
- Respond to requests for feedback or approval within 5 business days to avoid delays.
Delays caused by your failure to provide access or information are not covered by delivery guarantees.
6. Intellectual Property
6.1 Client Ownership
You own the custom-built deliverables we create specifically for you under a paid engagement. Once final payment is received, all rights to those specific deliverables transfer to you.
6.2 LIFTSTACK.AI Retained Rights
We retain ownership of:
- General workflow patterns, playbooks, templates, and automation architectures not created exclusively for you
- Underlying tooling, scripts, and frameworks used to build and deploy deliverables
- Our methodologies, processes, and know-how
We may reuse these in work for other clients.
6.3 Case Studies
With your written approval, we may reference your company name, industry, and outcome metrics in case studies or marketing materials. If you prefer anonymity, we will describe the engagement without identifying you. Either arrangement is acceptable and does not affect service delivery.
7. Confidentiality
Both parties agree to keep confidential all non-public business information shared during the engagement. This includes your business data, credentials, workflow logic, and any security findings we produce for you, and includes our pricing structures, internal processes, and unreleased materials on our side.
Confidentiality obligations survive termination for 3 years, except for information that becomes publicly known through no fault of either party.
8. Warranties
We warrant that:
- Services will be performed in a professional and workmanlike manner.
- We hold the skills and qualifications represented in our service descriptions.
- We will handle your data in accordance with our Privacy Policy.
We do not warrant specific business outcomes. Automation and AI tools perform as configured, but results depend on many factors outside our control including market conditions, data quality, and platform changes by third-party providers.
9. Limitation of Liability
9.1 Disclaimer of Consequential Damages
To the maximum extent permitted by law, neither party is liable for indirect, incidental, consequential, or punitive damages arising from this agreement, even if advised of the possibility of such damages.
9.2 Liability Cap
Our total liability to you for any claim arising from or related to this agreement is capped at the total fees paid by you to LIFTSTACK.AI in the 12 months preceding the event giving rise to the claim.
9.3 Security Engagements
For penetration testing and security audit engagements, the scope of authorized testing is strictly limited to what is defined in the SOW. We are not liable for damage resulting from exploiting vulnerabilities in systems outside the agreed scope, or from your failure to remediate findings we report.
10. Termination
Either party may terminate an engagement by providing 30 days written notice to the other party. On termination:
- You pay for all work completed up to the termination date.
- We deliver all completed work product.
- Each party returns or destroys confidential materials of the other party.
- License grants for completed deliverables survive termination.
We may terminate immediately and without notice if you: violate the authorized scope of a security engagement, use our deliverables for illegal purposes, or fail to pay after the notice period described in Section 3.3.
11. Governing Law and Dispute Resolution
11.1 Governing Law
[Governing law jurisdiction - Canada or Argentina, to be determined by legal counsel.]
11.2 Dispute Resolution
Both parties agree to attempt to resolve any dispute through good-faith negotiation for at least 30 days before initiating formal proceedings. If negotiation fails, disputes will be resolved through binding arbitration under the rules of [arbitration body - to be specified by legal counsel]. The prevailing party may recover reasonable legal costs.
12. General
12.1 Entire Agreement
These terms, together with the applicable proposal or SOW and our Privacy Policy, constitute the entire agreement between the parties. They supersede all prior discussions, representations, and agreements.
12.2 Severability
If any provision of these terms is found to be unenforceable, the remaining provisions continue in full force.
12.3 No Waiver
Failure to enforce any provision does not constitute a waiver of the right to enforce it in the future.
12.4 Amendments
We may update these terms. We will notify active clients of material changes by email. Continued use of services after notice constitutes acceptance.
13. Contact
[LIFTSTACK.AI legal entity]