Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") govern the professional services relationship between NXT Automation ("we," "us," "our," or "Agency") and the client engaging our services ("you," "your," or "Client").

By engaging NXT Automation, you represent and warrant that:

• You have the legal authority to enter into this agreement on behalf of your organization
• You are authorized to provide the information, access, and approvals necessary for service delivery
• All information provided to us is accurate, current, and complete
• You will comply with all applicable laws and regulations in your use of our services and deliverables

2. Definitions

For the purposes of these Terms:

• "Agency" or "NXT Automation" refers to the service provider delivering automation consulting and implementation services
• "Client" or "you" refers to the individual or organization engaging our services
• "Services" means the professional automation consulting, design, implementation, and support services we provide
• "Project" refers to a specific engagement or scope of work as defined in a Statement of Work
• "Statement of Work" or "SOW" means the project-specific document outlining scope, deliverables, timeline, and fees
• "Deliverables" means the automation systems, documentation, and other outputs specified in the SOW
• "Engagement" refers to the overall client-agency relationship and associated projects
• "Confidential Information" includes all business, technical, and proprietary information exchanged during our engagement

3. Our Services

NXT Automation is a professional services agency specializing in AI-powered automation solutions. We provide done-for-you services, not self-serve software or SaaS products.

3.1 Service Offerings

Our services typically include:

• Automation Consulting: Process analysis, automation opportunity identification, and strategic planning
• Custom Automation Design: Workflow design, system architecture, and solution specification tailored to your needs
• Implementation Services: Building, configuring, and deploying automation systems
• Integration Development: Connecting your business systems and third-party platforms
• Testing and Deployment: Quality assurance, user acceptance testing, and production deployment
• Training and Documentation: User training, technical documentation, and knowledge transfer
• Ongoing Support and Optimization: Monitoring, maintenance, troubleshooting, and continuous improvement (when contracted)

3.2 Service Approach

We work collaboratively with clients through a hands-on, professional services model:

• Direct consultation with your team to understand business processes and requirements
• Custom solution design based on your specific operational context
• Implementation performed by our technical team on your behalf
• Delivery of functional automation systems ready for your use

3.3 Technology and Tools

In delivering our services, we utilize various third-party technologies, platforms, and AI models as appropriate for your solution, including but not limited to automation platforms, cloud infrastructure, AI services, and integration tools. The specific technologies used will depend on your requirements and will be outlined in the SOW.

4. Service Engagement Process

4.1 Initial Consultation

Engagements typically begin with a discovery phase where we:

• Discuss your business needs and automation objectives
• Assess current processes and systems
• Identify automation opportunities
• Provide preliminary recommendations and feasibility assessment

4.2 Statement of Work

Each project is formalized through a Statement of Work that specifies:

• Detailed scope of services to be performed
• Project deliverables and acceptance criteria
• Timeline and key milestones
• Fees, payment terms, and expenses
• Client responsibilities and required inputs
• Any project-specific terms or conditions

The SOW, together with these Terms, constitutes the complete agreement for that project.

4.3 Project Execution

Once the SOW is executed, we proceed with:

• Detailed requirements gathering and documentation
• Solution design and client review
• Development and configuration of automation systems
• Testing, refinement, and client feedback incorporation
• Deployment and handover

5. Client Responsibilities

Successful delivery of automation services requires active client participation and cooperation.

5.1 Information and Access

You agree to:

• Provide complete, accurate, and timely information about your business processes, requirements, and systems
• Grant necessary access to systems, data, and platforms required for automation implementation
• Provide API credentials, authentication tokens, and permissions as needed
• Make subject matter experts and key stakeholders available for consultation
• Respond to our requests for information, feedback, and approvals within agreed timeframes

5.2 Rights and Authorizations

You represent and warrant that:

• You have the legal right to provide us with all information, data, and access shared during the engagement
• You have obtained all necessary consents, licenses, and permissions for data processing activities
• Your use of third-party systems and platforms complies with their respective terms of service
• You have the authority to authorize us to act on your behalf in implementing integrations and automations

5.3 Review and Approval

You are responsible for:

• Reviewing deliverables, designs, and documentation provided for your approval
• Providing clear, consolidated feedback within specified review periods
• Testing automation systems and validating that they meet your requirements
• Formally accepting deliverables according to the acceptance criteria in the SOW

5.4 Use of Deliverables

You acknowledge and agree that:

• You are responsible for how you use automation outputs and results
• You will use deliverables in compliance with all applicable laws and regulations
• You will not use automation systems for illegal, fraudulent, or unethical purposes
• You maintain responsibility for business decisions made based on automation insights
• You will implement appropriate human oversight and controls where necessary

6. Fees and Payment Terms

6.1 Fee Structure

Our services are provided on a professional services basis. Fees are determined by:

• Fixed-Fee Projects: Total project fee as specified in the SOW
• Time and Materials: Hourly or daily rates for services performed
• Retainer Agreements: Monthly fees for ongoing support and optimization services
• Hybrid Models: Combination of fixed fees and time-based charges

The specific fee structure and amounts for each engagement will be detailed in the applicable SOW.

6.2 Payment Terms

Unless otherwise specified in the SOW:

• Invoices are payable within 30 days of invoice date
• Fixed-fee projects may be invoiced in milestones (e.g., 50% upfront, 50% upon completion)
• Retainer fees are billed monthly in advance
• Time and materials engagements are billed monthly in arrears
• Late payments may incur interest charges at a rate of 1.5% per month or the maximum allowed by law

6.3 Expenses

Unless included in the project fee, the following may be billed separately with prior approval:

• Third-party software licenses, subscriptions, or services required for your solution
• Cloud infrastructure and hosting costs
• Travel expenses for on-site work (if applicable)
• Specialized tools or resources necessary for project delivery

6.4 Changes to Scope

Requests for changes to the agreed scope may result in:

• Timeline extensions
• Additional fees based on effort required
• Revised SOW or change order documenting the modifications

We will provide estimates for scope changes before proceeding with additional work.

6.5 Suspension for Non-Payment

If payment is overdue by more than 15 days:

• We may suspend work on active projects until payment is received
• We may suspend or deactivate deployed automation systems
• You remain liable for all fees incurred to date

7. Deliverables and Timeline

7.1 Project Deliverables

Deliverables are specified in each SOW and may include:

• Functional automation workflows and systems
• Integration configurations
• Technical documentation
• User guides and training materials
• Access credentials and administrative rights
• Knowledge transfer sessions

7.2 Timeline and Milestones

Project timelines are estimates based on:

• Defined scope of work
• Assumed client availability and responsiveness
• Access to necessary systems and information
• Absence of unforeseen technical complications

We commit to making commercially reasonable efforts to meet estimated timelines, but timelines are not guaranteed unless explicitly stated as firm deadlines in the SOW.

7.3 Acceptance of Deliverables

Each deliverable will be subject to an acceptance process:

• We will notify you when a deliverable is ready for review
• You have the review period specified in the SOW (typically 5-10 business days) to test and provide feedback
• If you identify defects or non-conformance with acceptance criteria, we will address them
• Deliverables are deemed accepted upon your written approval or if no response is received within the review period

7.4 Performance Expectations

We commit to delivering automation systems that:

• Function according to specifications in the SOW
• Are built using industry-standard practices
• Meet the acceptance criteria we have mutually agreed upon

8. Intellectual Property Rights

8.1 Client-Owned IP

You retain all ownership rights in:

• Your business data, processes, and proprietary information
• Your trademarks, branding, and other pre-existing intellectual property
• Content and materials you provide to us

8.2 Custom Deliverables

Upon full payment of fees, you receive ownership of:

• Custom automation workflows designed specifically for your business
• Integration configurations unique to your systems
• Documentation and materials created exclusively for your project

This ownership is subject to our retained rights in Agency IP (defined below) and third-party components.

8.3 Agency IP and Tools

NXT Automation retains all ownership rights in:

• Proprietary Methodologies: Our frameworks, processes, and approaches to automation design
• Internal Tools and Templates: Reusable components, libraries, templates, and tools we've developed
• Pre-Existing IP: Any intellectual property we owned or developed prior to the engagement
• General Knowledge: Skills, techniques, ideas, and know-how developed or used during the project

We may reuse these elements in serving other clients, and they do not become your exclusive property even when incorporated into your deliverables.

8.4 Third-Party Components

Deliverables may incorporate:

• Third-party platforms and services (e.g., automation platforms, AI models, cloud services)
• Open-source software and libraries
• Licensed technologies and APIs

Your use of these components is subject to their respective licenses and terms. You are responsible for maintaining any required subscriptions or licenses for third-party components used in your solution.

8.5 License to Agency

You grant us a limited license to use your confidential information, data, and materials solely for the purpose of providing services to you. This license terminates upon conclusion of the engagement, except for information we are required to retain for legal or compliance purposes.

9. Confidentiality

9.1 Confidential Information

Both parties acknowledge that during the engagement, they may have access to confidential and proprietary information of the other party, including:

• Business strategies, processes, and operational information
• Technical data, system architectures, and configurations
• Customer data and business relationships
• Financial information
• Trade secrets and proprietary methodologies
• Any information marked as confidential or that reasonably should be understood as confidential

9.2 Obligations

Each party agrees to:

• Maintain the confidentiality of the other party's Confidential Information
• Use Confidential Information only for purposes of the engagement
• Limit access to Confidential Information to team members who need it for service delivery
• Protect Confidential Information with at least the same degree of care used for its own confidential information
• Not disclose Confidential Information to third parties without prior written consent

9.3 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no breach of this agreement
• Was rightfully in the receiving party's possession prior to disclosure
• Is independently developed without use of the Confidential Information
• Is rightfully received from a third party without confidentiality restrictions
• Must be disclosed pursuant to law, regulation, or court order (with prior notice when possible)

9.4 Duration

Confidentiality obligations survive termination of the engagement and continue for a period of three (3) years, except for trade secrets which remain confidential indefinitely.

9.5 Data Security

We implement reasonable security measures to protect your confidential information as described in our Privacy Policy. However, you acknowledge that you are responsible for maintaining backups of critical business data.

10. Warranties and Disclaimers

10.1 Agency Warranties

We warrant that:

• Services will be performed in a professional and workmanlike manner consistent with industry standards
• We have the necessary skills, expertise, and resources to perform the services
• Deliverables will substantially conform to specifications in the SOW
• We will comply with applicable laws in performing services
• We have the right to grant the licenses specified in these Terms

For any breach of these warranties, our sole obligation is to re-perform the non-conforming services or, if re-performance is not commercially feasible, refund fees paid for the non-conforming portion of services.

10.2 Client Warranties

You warrant that:

• You have the authority to engage our services and enter into this agreement
• Information and materials you provide are accurate and you have rights to use them
• Your use of deliverables will comply with applicable laws and third-party terms
• You have obtained necessary consents for data processing activities

10.3 Disclaimer of Warranties

We specifically disclaim:

• Business Outcome Warranties: We do not warrant specific business results, ROI, cost savings, revenue increases, or productivity gains
• Fitness for Purpose: While we design solutions for your stated requirements, we do not warrant they will meet all your business needs or expectations
• Uninterrupted Operation: We do not guarantee that automation systems will operate without errors, interruptions, or downtime
• Third-Party Performance: We do not warrant the performance, availability, or compliance of third-party platforms and services
• Compatibility: We do not warrant compatibility with all systems, particularly future versions or changes to third-party platforms
• Data Accuracy: While we build systems to process data accurately, we do not warrant the accuracy of data sources or automation outputs

11. Limitation of Liability

11.1 Excluded Damages

In no event shall we be liable for:

• Indirect, incidental, special, consequential, or punitive damages
• Lost profits, revenue, business opportunities, or anticipated savings
• Loss of data, goodwill, or reputation
• Business interruption or downtime
• Cost of substitute services or procurement
• Damages arising from your use or inability to use deliverables

This limitation applies regardless of the legal theory (contract, tort, negligence, strict liability, or otherwise) and even if we have been advised of the possibility of such damages.

11.2 Exceptions to Limitations

These limitations do not apply to:

• Our gross negligence or willful misconduct
• Breaches of confidentiality obligations
• Violations of intellectual property rights
• Liabilities that cannot be limited under applicable law

11.3 Basis of Bargain

You acknowledge that we have set our fees in reliance on these limitations of liability and that these limitations represent a fundamental basis of the bargain between the parties.

12. Indemnification

12.1 Client Indemnification

You agree to indemnify, defend, and hold harmless NXT Automation, its officers, employees, and contractors from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from:

• Your use of deliverables or automation systems
• Your breach of these Terms or the SOW
• Your violation of applicable laws or third-party rights
• Inaccuracy of information or materials you provided
• Your business operations, processes, or decisions
• Unauthorized access to your systems or data due to your security practices

12.2 Agency Indemnification

We will indemnify you from third-party claims that deliverables we created infringe the intellectual property rights of a third party, provided:

• You promptly notify us in writing of the claim
• You give us sole control of the defense and settlement
• You provide reasonable cooperation in the defense

This indemnity does not apply to claims arising from your modifications, use outside the scope of the engagement, or combination with third-party materials.

12.3 Indemnification Process

The indemnified party must:

• Provide prompt written notice of any claim
• Allow the indemnifying party to control defense and settlement
• Provide reasonable assistance and cooperation
• Not make admissions or settle without the indemnifying party's consent

13. Termination of Services

13.1 Termination by Client

You may terminate an engagement:

• For Convenience: With 30 days' written notice. You remain liable for all fees incurred to date plus reasonable wind-down costs.
• For Cause: Immediately if we materially breach these Terms and fail to cure within 30 days of written notice.

13.2 Termination by Agency

We may terminate an engagement:

• For Non-Payment: If payment is overdue by more than 30 days
• For Breach: If you materially breach these Terms and fail to cure within 30 days of written notice
• For Cause: Immediately if continuation of services would violate law, pose security risks, or require us to act unethically
• For Convenience: With 60 days' written notice

13.3 Effects of Termination

Upon termination:

• We will cease work on the project
• You must pay all fees for services performed and expenses incurred through the termination date
• We will deliver work-in-progress in its current state
• Rights in completed deliverables transfer upon full payment
• Each party will return or destroy the other's Confidential Information (except as required for legal or compliance purposes)
• Deployed automation systems will be transitioned or handed over as mutually agreed

13.4 Project Completion

Individual project SOWs may have their own completion and closeout terms. Natural completion of a project does not terminate the overall engagement unless explicitly stated.

13.5 Post-Termination Support

Unless separately contracted:

• We are not obligated to provide support or maintenance after termination
• You are responsible for maintaining and operating delivered automation systems
• We may offer post-termination support on a time-and-materials basis if mutually agreed

14. Dispute Resolution

14.1 Good Faith Negotiation

Before pursuing formal dispute resolution, the parties agree to attempt to resolve any disputes through good faith negotiations. Either party may initiate negotiations by providing written notice to the other party's designated representative.

14.2 Mediation

If negotiations do not resolve the dispute within 30 days, the parties agree to participate in mediation administered by a mutually agreed mediator before pursuing litigation or arbitration.

14.3 Governing Law

These Terms are governed by and construed in accordance with the laws of [Your Jurisdiction], without regard to its conflict of law provisions.

14.4 Jurisdiction and Venue

Subject to the dispute resolution provisions above, any legal action arising from these Terms shall be brought exclusively in the courts located in [Your Jurisdiction]. Each party consents to the personal jurisdiction and venue of such courts.

14.5 Injunctive Relief

Notwithstanding the above, either party may seek immediate injunctive or equitable relief in any court of competent jurisdiction for:

• Breaches of confidentiality obligations
• Infringement of intellectual property rights
• Urgent matters requiring immediate action to prevent irreparable harm

14.6 Attorneys' Fees

In any dispute, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs.

15. Modifications to Terms

15.1 Updates to Terms

We may update these Terms from time to time to reflect:

• Changes in our service offerings
• Legal or regulatory requirements
• Industry best practices
• Business operations improvements

15.2 Notice of Changes

When we make material changes to these Terms:

• We will update the "Last Updated" date
• We will notify active clients via email
• Changes become effective 30 days after notice for ongoing engagements

15.3 Effect on Existing Projects

Changes to these Terms:

• Apply immediately to new engagements and SOWs
• Do not affect active projects governed by existing SOWs unless mutually agreed
• Apply to ongoing retainer relationships after the 30-day notice period

15.4 Continued Engagement

By continuing to engage our services after changes become effective, you accept the modified Terms. If you do not agree to changes, you may terminate the engagement according to Section 13.

16. General Provisions

16.1 Independent Contractor

NXT Automation is an independent contractor, not an employee, partner, or joint venture of Client. Nothing in these Terms creates an employment, partnership, or agency relationship.

16.2 No Exclusivity

Unless explicitly agreed in writing, our engagement is non-exclusive. We may provide services to other clients, including those in your industry.

16.3 Entire Agreement

These Terms, together with each SOW and our Privacy Policy, constitute the entire agreement between the parties regarding the subject matter and supersede all prior agreements, understandings, and communications.

16.4 Amendments

Modifications to these Terms (other than updates under Section 15) must be in writing and signed by both parties. SOWs may be amended through written change orders or amendments signed by both parties.

16.5 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.

16.6 Waiver

No waiver of any provision of these Terms shall be deemed or constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver unless expressly provided in writing.

16.7 Assignment

You may not assign these Terms or any SOW without our prior written consent. We may assign our rights and obligations to an affiliate or in connection with a merger, acquisition, or sale of substantially all our assets, provided the assignee agrees to be bound by these Terms.

16.8 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including natural disasters, acts of war or terrorism, pandemics, government actions, labor disputes, or failures of third-party services. The affected party will promptly notify the other party and make reasonable efforts to minimize the impact.

16.9 Survival

The following sections survive termination or expiration of these Terms: Fees and Payment (for amounts owed), Intellectual Property Rights, Confidentiality, Warranties and Disclaimers, Limitation of Liability, Indemnification, and General Provisions.

16.10 Notices

All notices under these Terms must be in writing and delivered to the addresses specified in the SOW or these Terms. Notices are deemed effective:

• Upon receipt if delivered in person or by courier
• Two business days after sending if sent by certified mail
• Upon receipt if sent by email (provided confirmation of delivery is received)

16.11 Publicity

We may identify you as a client and use your company name and logo in our client lists, case studies, and marketing materials unless you request otherwise in writing. Detailed case studies require your prior written approval.

17. Contact Information

For questions about these Terms or to discuss engaging our services:

By engaging NXT Automation's services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. We look forward to partnering with you on your automation journey.