1. Definitions
- "Company," "we," "us," or "our" refers to WindWay AI
- "Client," "you," or "your" refers to the individual or entity using our services
- "Services" refers to all AI automation, development, and digital marketing services provided by WindWay AI
- "Agreement" refers to these Terms and any additional service agreements
- "Deliverables" refers to all work products, materials, and services provided under an agreement
2. Service Scope and Deliverables
2.1 Services Offered
WindWay AI provides the following services:
- AI automation solutions and implementation
- Custom software development
- CRM automation and integration
- AI chatbot development and deployment
- Lead generation and management systems
- Social media automation
- Consulting and strategy services
2.2 Service Specifications
- Detailed service specifications will be outlined in individual project agreements
- Deliverables and timelines will be clearly defined before project commencement
- Any changes to scope must be agreed upon in writing
- We reserve the right to subcontract portions of work to qualified third parties
2.3 Performance Standards
- Services will be performed with professional skill and care
- We will use commercially reasonable efforts to meet agreed timelines
- Quality assurance testing will be conducted before delivery
- Post-delivery support periods will be specified in individual agreements
3. Payment Terms and Refund Policy
3.1 Payment Terms
- Payment terms will be specified in individual service agreements
- Invoices are due within 30 days of receipt unless otherwise specified
- Late payments may incur interest charges of 1.5% per month
- We accept payment via bank transfer, credit card, and approved digital payment methods
- All prices are exclusive of applicable taxes unless stated otherwise
3.2 Project Deposits and Milestones
- Projects may require an upfront deposit of 25-50% of total project value
- Milestone payments may be required for larger projects
- Work will not commence until initial payment is received
- Milestone deliverables must be approved before subsequent payments are due
3.3 Refund Policy
- Refunds are available within 14 days of service commencement if no work has been delivered
- Partial refunds may be available for undelivered portions of cancelled projects
- No refunds will be provided for completed work or services already rendered
- Refund requests must be submitted in writing with detailed justification
- Processing time for approved refunds is 5-10 business days
3.4 Disputed Charges
Any billing disputes must be raised within 60 days of the invoice date. We will investigate all legitimate disputes and provide resolution within 30 days.
4. Intellectual Property Rights
4.1 Client-Owned IP
- Clients retain ownership of their pre-existing intellectual property
- Clients grant us a license to use their IP solely for providing contracted services
- We will not use client IP for any other purpose without explicit written consent
4.2 Work Product Ownership
- Custom-developed solutions become client property upon full payment
- We retain ownership of our proprietary methodologies, frameworks, and tools
- Third-party software and licenses remain property of their respective owners
- We may retain the right to use general knowledge and experience gained
4.3 WindWay AI IP
- Our proprietary AI models, algorithms, and software remain our property
- Clients receive a license to use our IP as part of delivered solutions
- Reverse engineering or copying of our proprietary systems is prohibited
- Our trademarks, logos, and brand materials may not be used without permission
4.4 IP Indemnification
We will defend clients against claims that our original work infringes third-party IP rights, provided the client notifies us promptly and cooperates in the defense.
5. Client Responsibilities
5.1 Information and Access
- Provide accurate and complete information necessary for service delivery
- Grant timely access to systems, accounts, and resources as needed
- Designate authorized representatives for project communication
- Respond to requests for feedback and approvals within agreed timeframes
5.2 Compliance and Legal Requirements
- Ensure all provided content and data complies with applicable laws
- Obtain necessary permissions for use of third-party materials
- Comply with platform terms of service and advertising policies
- Maintain appropriate licenses for software and services
5.3 System Maintenance
- Maintain secure backups of critical data and systems
- Keep software and systems updated as recommended
- Monitor system performance and report issues promptly
- Follow security best practices for account access
5.4 Communication and Cooperation
- Participate actively in project meetings and reviews
- Provide constructive feedback on deliverables
- Communicate changes in requirements or priorities promptly
- Respect our team members and maintain professional communication
6. Limitation of Liability
6.1 Liability Cap
Our total liability for any claims arising from or related to our services shall not exceed the total amount paid by the client for the specific services giving rise to the claim, or $10,000, whichever is less.
6.2 Excluded Damages
We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to:
- Loss of profits, revenue, or business opportunities
- Loss of data or information
- Business interruption or downtime
- Cost of substitute services
- Damage to reputation or goodwill
6.3 Third-Party Services
We are not responsible for the performance, availability, or security of third-party services, platforms, or integrations, even if recommended or implemented by us.
6.4 Force Majeure
We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including natural disasters, government actions, labor disputes, or technical failures.
7. Dispute Resolution
7.1 Informal Resolution
Before initiating formal dispute resolution, parties agree to attempt good faith negotiations to resolve any disputes. Either party may initiate this process by providing written notice of the dispute.
7.2 Mediation
If informal resolution fails, disputes shall be submitted to mediation before a mutually agreed mediator. The costs of mediation shall be shared equally between the parties.
7.3 Arbitration
If mediation fails, disputes shall be resolved through binding arbitration under the rules of the American Arbitration Association. The arbitration shall be conducted in English and governed by the laws of [Your Jurisdiction].
7.4 Exceptions
Either party may seek injunctive relief in court for intellectual property violations or confidentiality breaches without first pursuing alternative dispute resolution.
8. Contract Termination
8.1 Termination for Convenience
- Either party may terminate ongoing services with 30 days written notice
- Client remains responsible for payment of all work completed
- We will provide reasonable transition assistance
- Termination fees may apply as specified in individual agreements
8.2 Termination for Cause
Either party may terminate immediately for material breach, including:
- Non-payment of invoices after 30 days past due
- Violation of confidentiality obligations
- Breach of intellectual property terms
- Failure to provide necessary cooperation or access
8.3 Effect of Termination
- All unpaid invoices become immediately due
- Each party will return confidential information
- Licenses to use IP may be revoked
- Survival clauses will remain in effect
8.4 Data Return and Deletion
Upon termination, we will return client data in a standard format and securely delete our copies within 30 days, unless retention is required by law or for legitimate business purposes.
9. Confidentiality
9.1 Confidential Information Definition
Confidential information includes all non-public information disclosed by either party, including:
- Business strategies, plans, and financial information
- Technical data, algorithms, and proprietary methods
- Customer lists and contact information
- Marketing strategies and campaign data
- Any information marked as confidential
9.2 Confidentiality Obligations
- Maintain strict confidentiality of all confidential information
- Use confidential information solely for providing contracted services
- Limit access to confidential information to authorized personnel
- Implement reasonable security measures to protect confidential information
9.3 Exceptions
Confidentiality obligations do not apply to information that:
- Is publicly available through no breach of this agreement
- Was known prior to disclosure
- Is independently developed without use of confidential information
- Must be disclosed by law or court order
9.4 Duration
Confidentiality obligations survive termination of our relationship and continue for a period of 5 years, or indefinitely for trade secrets.
10. Warranties and Disclaimers
10.1 Limited Warranty
We warrant that our services will be performed in a professional and workmanlike manner in accordance with industry standards. This warranty is valid for 90 days from delivery.
10.2 Disclaimer
EXCEPT AS EXPRESSLY SET FORTH HEREIN, WE PROVIDE ALL SERVICES "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
10.3 Performance Disclaimer
We do not guarantee specific results, performance metrics, or business outcomes from our services. Success depends on various factors beyond our control.
11. General Provisions
11.1 Governing Law
These Terms are governed by and construed in accordance with the laws of [Your Jurisdiction], without regard to conflict of law principles.
11.2 Entire Agreement
These Terms, together with any executed service agreements, constitute the entire agreement between the parties and supersede all prior negotiations, representations, or agreements.
11.3 Amendments
These Terms may only be modified by written agreement signed by both parties, except that we may update these Terms with 30 days notice for future services.
11.4 Severability
If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.
11.5 Assignment
Neither party may assign these Terms without the other party's written consent, except that we may assign to an affiliate or in connection with a business transfer.
12. Contact Information
For questions about these Terms & Conditions, please contact us:
13. Acceptance
By using our services or website, you acknowledge that you have read, understood, and agree to be bound by these Terms & Conditions. If you do not agree to these Terms, please do not use our services.
These Terms are effective as of the date first written above and will remain in effect until terminated in accordance with the provisions herein.
