Services Agreement

2. Service Description

Managed Intelligence is a services engagement that helps configure, deploy, manage, and improve an executive intelligence workflow using OpenAI, approved company context, and related business systems.

The Managed Intelligence product specification page describes the current service offering. These terms govern payment, access, confidentiality, scope boundaries, cancellation, responsibility, and liability.

3. Commercial Terms

Initial Deployment: $25,000. Managed Intelligence: $12,000 / month. Minimum Term: 3 months.

Unless otherwise agreed in writing, the Initial Deployment fee is due before deployment begins. Monthly Managed Intelligence fees are due in advance. Fees are exclusive of taxes, transaction fees, and any third-party platform costs.

4. Minimum Term And Renewal

The engagement has a 3-month minimum term. After the minimum term, Managed Intelligence continues month-to-month unless cancelled by either party before the next billing period.

5. Payment And Non-Refundability

Fees already paid are non-refundable unless otherwise agreed in writing. Failure to provide timely access, approvals, personnel, or internal cooperation does not waive payment obligations. We may pause work for unpaid amounts or unresolved payment issues.

6. Client Responsibilities

Client is responsible for:

• assigning an executive sponsor or internal owner,
• providing timely access to approved systems,
• providing necessary administrative permissions,
• approving source scope and access boundaries,
• maintaining reasonable source-system hygiene,
• providing timely feedback and cooperation,
• reviewing outputs before relying on them for material decisions.

Delays caused by Client access, permissions, internal approvals, unavailable personnel, or third-party platform restrictions do not extend payment deadlines or reduce fees unless agreed in writing.

7. Access And Permissions

We access only systems, documents, accounts, and information approved by Client for the engagement. Client remains responsible for granting, managing, monitoring, and revoking access to company systems.

Client should not provide access to systems, data, or information that it is not authorized to share.

8. Third-Party Services

Managed Intelligence may rely on third-party tools, platforms, models, APIs, connectors, or applications, including OpenAI and Client-approved business systems.

We are not responsible for third-party outages, delays, downtime, data loss, security incidents, policy changes, permission restrictions, data availability, connector failures, API limitations, model behavior, or changes to third-party products.

Client is responsible for maintaining its own third-party subscriptions, accounts, licenses, usage limits, and compliance with third-party terms.

9. Data Ownership

Client retains ownership of its data, documents, systems, business information, and confidential information. We do not acquire ownership of Client data by providing the service.

We may use Client-provided or Client-approved information only to provide, maintain, secure, troubleshoot, and improve the Managed Intelligence service for Client, unless otherwise agreed in writing.

10. Confidentiality

Each party may receive confidential business, technical, financial, operational, or strategic information from the other party. Each party agrees to protect confidential information using reasonable care and to use it only for purposes of the engagement.

Confidentiality obligations do not apply to information that is publicly available, already known without restriction, independently developed, or lawfully received from a third party.

11. Security

We will use commercially reasonable administrative, technical, and operational measures to protect Client information accessed during the engagement.

Client acknowledges that no system, integration, model, connector, or transmission method is completely secure. Client remains responsible for its own internal security controls, access policies, user permissions, endpoint security, and third-party platform configuration.

12. Use Of Outputs

Managed Intelligence provides operating intelligence and decision support. Outputs may be incomplete, inaccurate, outdated, or require human review.

Client remains solely responsible for reviewing outputs, validating important information, determining whether outputs are appropriate for use, and making business decisions.

13. No Professional Advice

Managed Intelligence does not provide legal, tax, accounting, investment, employment, medical, regulatory, cybersecurity, or other regulated professional advice. Client should consult qualified professionals before relying on outputs for regulated or high-risk matters.

14. No Business Outcome Guarantee

We do not guarantee revenue, profit, investment results, operational performance, cost savings, issue detection, risk prevention, legal compliance, customer retention, employee performance, or any specific business outcome.

15. Scope Boundaries

Unless separately agreed in writing, Managed Intelligence does not include:

• custom software development,
• custom API or MCP development,
• full IT or security audit,
• broad AI transformation,
• department-wide rollout,
• onsite work,
• managed IT services,
• data cleanup or source-system administration,
• legal, tax, accounting, investment, employment, medical, regulatory, or cybersecurity advice,
• manual weekly Chief of Staff services,
• guarantee that all risks, issues, or opportunities will be identified.

16. Change Requests

Work outside the stated service scope may require a separate written agreement, change order, or additional fees. We are not obligated to perform out-of-scope work unless agreed in writing.

17. Suspension

We may suspend or pause service if:

• fees are unpaid,
• required access is unavailable,
• Client violates these terms,
• continuing work creates security, legal, operational, or reputational risk,
• a third-party service required for delivery becomes unavailable or materially restricted.

18. Cancellation And Termination

The engagement has a 3-month minimum term. After the minimum term, either party may cancel before the next billing period.

Cancellation does not relieve Client of fees already incurred or paid. Upon cancellation or termination, Client is responsible for revoking access to systems where appropriate.

19. Effect Of Termination

Upon termination, we may stop providing services and may remove or disable related workflows, access, or configurations under our control. Client remains responsible for preserving its own records, data, exports, and business materials.

Sections that by their nature should survive termination will survive, including payment obligations, confidentiality, data ownership, disclaimers, limitation of liability, and scope boundaries.

20. Limitation Of Liability

To the maximum extent permitted by law, our total liability arising from or related to Managed Intelligence is limited to the fees paid by Client for the service during the prior 3 months.

To the maximum extent permitted by law, we are not liable for indirect, incidental, consequential, special, exemplary, punitive, lost-profit, lost-revenue, lost-data, business interruption, reputational, or loss-of-goodwill damages.

21. Client Indemnity

Client agrees to defend, indemnify, and hold us harmless from claims, damages, liabilities, costs, and expenses arising from:

• Client's data, systems, instructions, or materials,
• Client's misuse of outputs,
• Client's violation of third-party terms,
• Client's unauthorized provision of data or access,
• Client's regulated, unlawful, or high-risk use of the service.

22. No Exclusivity

Unless separately agreed in writing, the engagement is non-exclusive. We may provide similar services to other clients, including clients in similar industries, provided we do not disclose Client confidential information.

23. Publicity

Neither party may use the other party's name, logo, or marks in public marketing materials without prior written consent.

24. Updates To Terms

We may update these terms from time to time. Updated terms apply prospectively. For active paid engagements, material changes will not apply during the current paid term unless required by law, third-party platform changes, or agreed in writing.

25. Order Of Precedence

If there is a conflict between these terms, the product specification page, checkout page, invoice, or written order, these terms control legal, payment, liability, confidentiality, cancellation, and risk-allocation issues unless a signed written agreement expressly states otherwise.

26. Entire Agreement

These terms, together with the product specification page, checkout page, invoice, or written order, form the agreement for Managed Intelligence. Any additional or conflicting terms in purchase orders, vendor portals, procurement documents, or other client-provided documents are rejected unless expressly agreed in writing.

27. Contact

For questions about these terms, contact us through the contact method provided on the site.