1. Services

We provide the following solution categories (collectively, the "Services"). Specific deliverables, timelines, and fees are defined in an order form, proposal, or statement of work ("SOW"):

• AI Consulting & Strategy
• Chatbot & Virtual Assistants
• AI/ML Solution Development
• Custom AI Integration
• Custom Software Development
• CRM & Marketing Automation
• AI Agency Setup

2. Order of Precedence

If there is a conflict, the following applies in this order: the SOW or order form, then these Terms, then any referenced policies.

3. Accounts and Access

You are responsible for all actions under your account and for safeguarding credentials. You authorize us to access your third party systems and developer consoles as reasonably needed to deliver the Services.

4. Fees, Invoicing and Payments

Fees may be fixed-price, time-and-materials, or subscription retainers. Invoices are due upon receipt unless stated otherwise in the SOW. You are responsible for taxes and reasonable, pre-approved expenses. We may pause work for non-payment.

5. Changes and Rescheduling

6. Client Responsibilities

You will provide timely access to stakeholders, systems, content and subject-matter experts; ensure you have rights to any data you supply; review and accept deliverables without undue delay; and comply with applicable laws when using the deliverables.

7. Intellectual Property

Your materials: You retain ownership of your pre-existing materials and data. You grant us a limited license to use them to deliver the Services.

Work product: Upon full payment, you own the specific deliverables identified in the SOW, excluding our Background IP.

Background IP: Methods, templates, frameworks and tools we developed before or outside your project remain ours. We grant you a perpetual, worldwide, royalty-free license to use our Background IP as embedded in the deliverables so you can use them as intended.

Portfolio reference: We may list your name and logo as a client and describe high-level, non-confidential aspects of the engagement unless you object in writing.

8. Open-Source and Third-Party Services

Deliverables may include open-source components or connect to third-party platforms such as LLM providers, automation tools, or CRMs. You agree to comply with their licenses and terms. We do not control third-party platforms and are not responsible for their availability, security, or changes.

9. Confidentiality

Both parties agree to keep confidential information secret and to use it only for performing the agreement. This duty does not apply to information that is public, already known without restriction, independently developed, or rightfully received from a third party.

10. Data Protection

When we process personal data on your behalf, our DPA applies and is incorporated by reference. We will follow your documented instructions and use appropriate safeguards.

11. Warranties and Disclaimers

We warrant that services will be performed in a professional and workmanlike manner consistent with industry standards. Except for this limited warranty, the Services and deliverables are provided "as is" without warranties of merchantability, fitness for a particular purpose or non-infringement.

12. Limitation of Liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or lost profits or revenues. Except for payment obligations, breach of confidentiality or infringement indemnity, each party’s total liability is limited to the fees paid or payable to Vsenk for the 12 months preceding the event giving rise to the claim.

13. Indemnification

By Vsenk: We will defend and indemnify you from third-party claims that the deliverables, as provided by us and used per the SOW, infringe intellectual property rights. We may modify the deliverables to avoid infringement or refund a pro-rated amount for the affected portion.

By Client: You will defend and indemnify Vsenk from claims arising from your data, instructions or unlawful use of the Services or deliverables.

14. Acceptable Use

You will not use deliverables or connected automations to violate laws, infringe rights, send spam, exploit vulnerabilities, or process highly sensitive data without appropriate safeguards and written agreement.

15. Export and Anti-Corruption

You will comply with export controls, sanctions, and anti-corruption laws. You will not use the Services in prohibited jurisdictions or for prohibited end uses.

16. Force Majeure

Neither party is liable for delays or failures due to events beyond reasonable control, including outages at third-party providers.

17. Assignment

Neither party may assign this agreement without the other’s consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets.

18. Governing Law and Dispute Resolution

These Terms are governed by the laws applicable to Vsenk’s principal place of business, without regard to conflict of law principles. Disputes arising from or related to these Terms shall be resolved through final and binding arbitration in accordance with the rules of a recognized arbitration forum. Arbitration may be conducted remotely (e.g., via video conference), and the seat of arbitration will be determined based on mutual agreement at the time of the dispute.

19. Notices

Notices must be in writing and sent to the contacts specified in the SOW or to the addresses mentioned there.

20. Entire Agreement

These Terms together with the SOW form the entire agreement and supersede all prior discussions. If any provision is unenforceable, the remainder remains in effect. No waiver is effective unless in writing.

21. Changes to These Terms

We reserve the right to modify these Terms at any time. Any updates will be posted on our website. Continued use of the Services after such changes constitutes your acceptance of the revised Terms.

22. Contact Information

If you have any questions or concerns regarding these Terms, please reach out to us. Contact us.