1. Agreement to These Terms
These Terms of Service ("Terms") govern access to and use of the website completeaiitservices.ai and the professional services offered by Complete AI IT Services ("Provider," "we," "us," or "our"), located in Pleasanton, California.
By accessing the website, submitting an inquiry, booking a call, or engaging our services, you ("Client," "you," or "your") agree to these Terms and our Privacy Policy. If you are accepting on behalf of a company, you represent that you have authority to bind that entity. If you do not agree, do not use the website or services.
Individual Statements of Work, proposals, or order forms ("SOW") may supplement these Terms. If there is a conflict, the SOW controls for that engagement's commercial specifics; these Terms control on all other matters unless the SOW expressly states otherwise.
2. Scope of Services
Provider delivers AI Integration Architecture and Intelligent Automation solutions, which may include (without limitation): AI Knowledge Assistants (private RAG), Autonomous Content Engines, OmniChannel content distribution, receipt capture and bookkeeping intelligence, Brand Guardian reputation workflows, Monday Morning executive briefings, Custom "Record & Automate" process audits, and related managed retainers.
Implementations typically use n8n orchestration, large language models (LLMs), vector databases (e.g., Pinecone), and Client-approved third-party systems (CRM, accounting, messaging, analytics). Exact deliverables, tiers, timelines, and fees are defined in the applicable SOW or proposal.
3. Eligibility & Accounts
You must be at least 18 years old and capable of forming a binding contract. You are responsible for safeguarding credentials to any systems you authorize us to access, for maintaining your own third-party platform accounts, and for all activity occurring under those accounts.
4. Nature of AI, Accuracy & Human Oversight
Client acknowledges that AI systems are probabilistic, not deterministic. Outputs depend on model behavior, prompts, retrieval quality, and the Knowledge Base and data Client provides. Provider works to maximize accuracy through architecture, grounding (RAG), QA testing, and bi-weekly logic audits, but cannot guarantee error-free or hallucination-free results in all cases.
- Provider is not liable for incorrect AI statements ("hallucinations") to the extent the system acted on incomplete, outdated, conflicting, or inaccurate Client Knowledge Base or instructions.
- Client remains responsible for reviewing high-stakes outputs (legal, financial, medical, employment, compliance, or public communications) before relying on or publishing them, unless an SOW expressly assigns a different review model.
- Where human-in-the-loop approval is specified, Client must timely review and approve or reject drafts; delays may affect performance and SLAs.
5. The QA Guarantee (Managed Retainer SLA)
Where Client purchases a monthly retainer, Provider performs a Bi-Weekly Logic Audit, which typically includes:
- Reviewing AI execution logs for consistency and failures.
- Verifying vector / Pinecone retrieval accuracy against expected sources.
- Tuning system prompts and related configurations to reduce hallucinations and maintain brand alignment.
The QA Guarantee is a service commitment for ongoing care—not an unlimited warranty of business outcomes, revenue results, search rankings, or zero defects.
6. Implementation Roadmap
Unless otherwise stated in an SOW, delivery follows a structured methodology: Discovery & Audit; Architecture & Development; QA & Validation; and Deployment & Optimization (including retainer-based continuity). Timelines depend on Client responsiveness, access to systems, and completeness of source materials.
7. Client Obligations & Acceptable Use
Client agrees to:
- Provide accurate, lawful Client Content and necessary access, credentials, and stakeholders in a timely manner.
- Ensure Client has all rights and consents to process and share Client Content (including personal data of Client's customers/employees) with Provider and authorized subprocessors.
- Not use the services for unlawful, harmful, deceptive, infringing, or abusive purposes; not attempt to reverse engineer Provider tools except as permitted by law; and not introduce malware or disrupt systems.
- Comply with applicable laws (privacy, consumer, advertising, employment, tax, export) in how Client deploys AI-generated content and automations.
- Maintain third-party API and platform billing as required by the selected Billing Option in the SOW (Option A: Client-owned accounts; Option B: Provider-managed usage within the flat-rate retainer), and keep any Client-controlled credentials secure.
8. Fees, API Costs, Refunds & Termination Notice
Detailed milestone refund rules, the retainer service guarantee, and pre-paid unused-month handling are set out in our Satisfaction & Refund Policy. That policy and this section are intended to be read together; if there is a conflict on refund mechanics, the Satisfaction & Refund Policy controls for refunds, and these Terms control on all other matters unless an SOW expressly states otherwise.
8.1 Setup / implementation fees
One-time implementation fees are due as stated in the SOW and follow a milestone sign-off process:
- Phase 1 — Discovery & Audit: Setup deposit is 100% refundable if Client chooses not to proceed before custom development or database synchronization begins (after delivery of the System Map and Scope Definition).
- Phase 2 — Custom Development: Once custom n8n pipeline engineering, proprietary API routing, or private vector knowledge-base configuration has begun, setup fees become non-refundable, covering specialized engineering hours dedicated to Client.
- Phase 3 — QA & Production Sign-Off: Workflows are not pushed live until they pass functional and integration testing and Client has tested and approved the staging environment.
8.2 Monthly retainer
The monthly retainer covers ongoing optimization, monitoring, and the QA Guarantee described above. Retainers are month-to-month unless the SOW states a commitment period. Either party may terminate the retainer with 30 days' prior written notice.
Retainer service guarantee: If a major integration fails due to Provider's codebase (not due to Client Content, Client instructions, Client systems, or third-party API/platform outages or changes), and Provider cannot resolve that logic issue within 5 business days of Client's written alert, the retainer fee for that month will be 100% refunded. This guarantee does not apply to probabilistic AI output quality, hallucinations, or business-result warranties, which remain subject to Section 4 and the disclaimers in these Terms.
If Client pre-pays quarterly or annually for a discount, any remaining unused full months are refundable upon cancellation after the notice period, as described in the Satisfaction & Refund Policy.
8.3 Third-party API & platform costs (Billing Options)
Client selects a Billing Option in the SOW or proposal:
- Option A — Direct Pass-Through (Pay-At-Cost): Client maintains active accounts with API providers (e.g., OpenAI, Pinecone, n8n) and pays those vendors directly for raw usage. Provider charges setup and maintenance retainer separately.
- Option B — Flat-Rate Retainer (All-Inclusive): Provider includes technical hosting, database subscriptions, and standard raw API/token usage in a single monthly invoice, subject to a fair-use transaction ceiling stated in the SOW. Usage beyond that ceiling may require a customized high-volume tier.
Provider does not control third-party vendor pricing, rate limits, or outages. Under Option A, Client remains solely responsible for vendor bills. Under Option B, fair-use caps and any overage terms in the SOW apply.
8.4 Late payment
Overdue invoices may suspend non-critical work after reasonable notice. Client remains responsible for fees incurred and, under Option A, for third-party charges during any suspension period caused by Client non-payment.
9. Intellectual Property
- Client Content: Client retains all rights to Client Content. Client grants Provider a limited license to use Client Content solely to perform the services.
- Client-specific deliverables: Upon full payment of applicable setup fees and deployment under the SOW, Client owns the Client-specific workflow configurations, knowledge-base assets, and documentation created uniquely for Client. If Client cancels the maintenance retainer, Provider will hand over / export those Client-specific n8n pipelines and related configuration assets so Client can continue operating them. After cancellation, Client is responsible for hosting, API updates, error monitoring, and ongoing QA unless a new engagement is signed.
- Provider IP: Provider retains all rights to preexisting tools, frameworks, prompt libraries, methodologies, templates, and know-how, including improvements that are not Client-specific Confidential Information. Client receives no ownership of Provider IP except as embodied in the Client-specific deliverables above.
- Website content: Site text, branding, and materials are owned by Provider or licensors and may not be copied for commercial use without permission.
10. Confidentiality
Each party will protect the other's non-public business, technical, and customer information with reasonable care and use it only to perform under these Terms or an SOW. Obligations do not apply to information that is public through no fault of the receiving party, independently developed, rightfully received from a third party without duty of confidentiality, or required to be disclosed by law (with notice where legally permitted).
11. Privacy & Data Processing
Personal data handling is described in our Privacy Policy. For Client Content containing personal data, Client is the controller (or equivalent) and Provider acts as a service provider/processor as applicable. Client warrants that its instructions and data are lawful. Provider will not use Client Content to train public foundation models, consistent with the Privacy Policy and available provider-API settings. Under Billing Option A, Client typically controls third-party platform accounts; under Option B, Provider may operate those platforms on Client's behalf within the SOW, still solely to deliver the services.
12. Third-Party Services
Services may depend on third-party platforms (LLM APIs, vector databases, CRMs, accounting tools, calendaring, hosting). Provider is not responsible for outages, policy changes, rate limits, or security incidents originating solely from those third parties. Client's use of third-party services is subject to those vendors' terms.
13. Disclaimers
EXCEPT AS EXPRESSLY STATED IN AN SOW, THE WEBSITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT AI OUTPUTS WILL BE ACCURATE, COMPLETE, UNINTERRUPTED, OR ERROR-FREE, OR THAT SERVICES WILL ACHIEVE SPECIFIC BUSINESS RESULTS.
14. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO PROVIDER FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT. PROVIDER WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Some jurisdictions do not allow certain limitations; in those cases, liability is limited to the fullest extent permitted by law.
15. Indemnification
Client will defend and indemnify Provider against claims, damages, and expenses (including reasonable attorneys' fees) arising from: (a) Client Content or Client's instructions; (b) Client's misuse of the services or AI outputs; (c) Client's violation of law or third-party rights; or (d) Client's breach of these Terms or an SOW—except to the extent caused by Provider's willful misconduct.
16. Suspension & Termination
Provider may suspend or terminate services for material breach, unlawful use, non-payment, or risk to systems/security, after notice where reasonably practicable. Upon termination, Client remains responsible for fees owed through the effective date and for third-party charges. Sections that by nature should survive (IP, confidentiality, disclaimers, liability limits, indemnity, governing law) survive termination.
17. Website Use
The website is provided for informational and business-development purposes. You may not scrape, overload, or interfere with the site; misrepresent affiliation with Provider; or use site content in a misleading way. We may modify or discontinue website features at any time.
18. Governing Law & Disputes
These Terms are governed by the laws of the State of California, excluding conflict-of-law rules. Exclusive venue for disputes is the state or federal courts located in California, unless the parties agree in writing to arbitration or mediation. Before filing suit, the parties will attempt good-faith informal resolution for at least 30 days after written notice of a dispute.
19. Changes to These Terms
We may update these Terms by posting a revised version on the website with an updated effective date. Material changes affecting active paid engagements will be communicated as reasonably appropriate. Continued use of the website after posting constitutes acceptance of website-related updates. Active SOWs remain governed by the Terms in effect when the SOW was signed, unless both parties agree otherwise.
20. General
These Terms, the Privacy Policy, the Satisfaction & Refund Policy, and any SOW constitute the entire agreement between the parties regarding the subject matter and supersede prior conflicting discussions. If any provision is unenforceable, the remainder stays in effect. Failure to enforce a provision is not a waiver. Client may not assign these Terms without Provider's consent; Provider may assign to an affiliate or successor. Notices may be sent to the email addresses used for the engagement or to info@completeaiitservices.ai.
21. Contact
Complete AI IT Services
Pleasanton, California
Website: https://completeaiitservices.ai
Email: info@completeaiitservices.ai
These Terms are a business contract template aligned with common AI/IT service practices and are not a substitute for advice from a licensed attorney.