TERMS & CONDITIONS

Effective Date: September 1, 2025These Terms and Conditions (“Terms” or “Agreement”) govern the chatbot setup and management services (the “Service”) provided by aiChat Services, a sole proprietorship owned and operated by David Brumby (“Provider,” “we,” “our,” “us”), to the purchasing customer (“Client,” “you”).By clicking “Pay,” submitting payment through Stripe, or otherwise authorizing charges for the Service, you agree to be bound by these Terms in full. If you do not agree, do not proceed with payment.If an order form, intake form, statement of work, or similar document is executed (each, an “Order”), then in the event of conflict the following order of precedence applies: (1) the most recent Order, (2) these Terms, and (3) any policies referenced herein (including the Privacy Policy).aiChat Services is operated as an independent contractor. Nothing in this Agreement creates a partnership, joint venture, or employment relationship between Provider and Client.

1) Service Description

The Service is a done-for-you AI chatbot setup and management solution for small businesses, hosted on a third-party platform (currently Chatbase). We configure the chatbot to (as applicable):

Industries served include (without limitation) solo/boutique law firms, independent CPAs/accounting, coaching/consulting, and home services.No Professional Advice. The chatbot and all associated materials are provided for general informational and lead-capture purposes only. The chatbot is not a substitute for legal, tax, medical, financial, or other professional advice. Client is solely responsible for all content, statements, and outputs used on its website.

2) What’s Included

A. One-Time Setup Fee — $750 (non-refundable once work begins)

B. Ongoing Monthly Service — $199/month

3) Definitions; Start of Work

4) Client Responsibilities

Client agrees to:

Client Cooperation & Delays. Provider’s timelines depend on timely Client access, assets, and approvals. If Client delays more than 7 days, due dates extend day-for-day and Provider may invoice any remaining setup fees.Deemed Acceptance. Deliverables are deemed accepted 10 days after delivery unless Client provides a written, specific rejection with reasonably detailed issues.

5) Scope Control; Out-of-Scope WorkThe setup includes two (2) post-installation revision cycles limited to content corrections and response tuning. Additional revisions, new integrations, multi-brand or multi-site deployments, complex workflows, or other out-of-scope requests will be performed only upon written approval at Provider’s then-current rates or packaged add-on fees.6) Acceptable Use; Client ComplianceClient will not use the Service to collect (and will instruct end users not to submit) sensitive data, including Social Security numbers, driver’s license numbers, payment card data, bank account numbers, protected health information, or any other category of personal data that is subject to sector-specific regulations (e.g., HIPAA, GLBA, FERPA).Client is solely responsible for compliance with all applicable laws, rules, and professional obligations, including privacy, consumer protection, e-marketing (e.g., CAN-SPAM, CASL, TCPA), and any attorney advertising or professional conduct rules (for law/CPA verticals). Client represents it has provided all legally required notices and obtained all necessary consents for processing end-user data through the Service.7) Data Processing; Security; No HIPAA/GLBAClient is the controller and Provider is the processor of personal data processed through the Service. Provider may use reputable subprocessors (including Chatbase and hosting/email providers) to deliver the Service.Provider implements commercially reasonable safeguards, including encryption in transit, access controls, logging, and backups. No method of transmission or storage is 100% secure. Provider will notify Client without undue delay, and in any case within seventy-two (72) hours, after confirming a Security Incident materially affecting Client data.Unless the parties execute a separate data processing addendum (and, if applicable, a business associate agreement), the Service is not designed for and Provider does not agree to process data subject to HIPAA, GLBA, or other sector-specific privacy regimes.Data Retention/Deletion. Provider retains chatbot lead data only as necessary to provide the Service or as required by law. Upon termination or written request, Provider will delete Client-specific data within a commercially reasonable time, subject to legal retention requirements and system backups.See our separate Privacy Policy for additional details (linked in the site footer).8) Third-Party Platform DependencyClient acknowledges the Service depends on third-party platforms (e.g., Chatbase). Provider is not liable for third-party outages, defects, deprecations, policy changes, or pricing/feature changes. Provider may modify the implementation as reasonably necessary to address such changes.9) Intellectual Property; License; Migration OptionExcept for Client Content and collected Leads (which are Client’s property), all right, title, and interest in the Service, templates, prompts, flows, configurations, software, and know-how are owned by Provider. During an active subscription, Provider grants Client a non-exclusive, non-transferable license to use the Deliverables on Client’s website. The license ends upon termination.Migration Option. At Client’s written request, and subject to payment of all amounts due plus a reasonable migration fee, Provider will provide commercially reasonable assistance for a one-time export/migration of the chatbot to Client’s own Chatbase account (to the extent supported by Chatbase).Publicity. Provider may use Client’s name and logo in a customary customer list and case study unless Client opts out by written notice.10) Payment; Refunds; Suspension; Taxes; Price ChangesSetup Fee. $750 is due upfront and is fully refundable only if Start of Work has not occurred. Once Start of Work occurs, the setup fee is non-refundable, regardless of launch status.Monthly Fee. $199 billed every four (4) weeks in advance. Payments are non-refundable for the active billing period. Unless canceled at least fourteen (14) days prior to the next billing date, the Service Fee will automatically renew for the next billing cycle. Cancellation terminates access, hosting, and support.Non-Renewal by Provider. Provider may elect not to renew Client’s subscription term by giving written notice at least fourteen (14) days prior to the end of the then-current billing period.Late/Chargebacks. Invoices are due upon receipt unless otherwise stated. Overdue amounts accrue the lesser of 1.5% per month or the maximum allowed by law. Provider may suspend the Service for amounts overdue more than 10 days after written notice and may charge a reasonable reactivation fee. Any chargeback is a material breach; Client will be responsible for the greater of $35 or processor-imposed amounts as an administrative fee.Email Deliverability. Provider is not responsible for Client-side email issues (spam filters, misconfigurations, mailbox quotas, or outages).Taxes. Fees are exclusive of taxes; Client is responsible for applicable taxes other than taxes on Provider’s income.Price Changes. Provider may adjust monthly fees with 30 days’ prior notice; continued Service after the effective date constitutes acceptance.11) Service Levels; Maintenance; SupportThe Service is provided on a commercially reasonable efforts basis without uptime guarantees. Provider may schedule maintenance windows and will use reasonable efforts to provide advance notice. Support is provided via email on business days, with initial responses targeted within one (1) business day (targets, not guarantees).12) IndemnificationClient Indemnity. Client will indemnify, defend, and hold harmless Provider (and its officers, directors, employees, and agents) from any third-party claim arising out of: (a) Client Content; (b) Client’s use of the Service in violation of law or these Terms; or (c) Client’s instructions regarding data collection or messaging.Provider IP Indemnity. Provider will indemnify Client against third-party claims that the Service, as provided by Provider and excluding Client Content or Client-directed configurations, directly infringes a U.S. patent, copyright, or trademark. If such a claim arises, Provider may: (i) procure rights; (ii) modify the Service; or (iii) terminate the affected features with a pro-rata refund of prepaid, unused fees—these are Client’s exclusive remedies for IP infringement.13) Disclaimers; Limitation of LiabilityNO WARRANTIES. Except as expressly set forth herein, the Service is provided “as is” and “as available,” without warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, and non-infringement.Chatbot Outputs. Provider is not responsible for any outcomes, decisions, or actions taken by Client, Client’s users, or website visitors based on chatbot responses. The chatbot is an informational and marketing tool only; Client retains full responsibility for reviewing and approving all chatbot content prior to launch.LIMITATION OF LIABILITY. To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, cover, or punitive damages, or lost profits/revenue, even if advised of the possibility. Except for payment obligations and Client’s indemnity obligations, each party’s aggregate liability under these Terms shall not exceed the fees paid or payable by Client to Provider in the twelve (12) months preceding the claim.14) Term; TerminationThese Terms commence upon payment and continue until terminated as provided herein. Either party may terminate for material breach not cured within 30 days after written notice. Upon termination: (a) Client’s license ends and access/hosting/support cease; (b) unpaid amounts become immediately due; and (c) Sections reasonably intended to survive will survive (including payment, IP, privacy/data, indemnities, limitations, disputes, and miscellaneous).15) Disputes; Venue; Fees; Claims PeriodThese Terms are governed by the laws of the Commonwealth of Massachusetts, excluding conflicts rules. The parties consent to exclusive jurisdiction and venue in the state or federal courts located in Middlesex County, Massachusetts. The prevailing party in any action is entitled to reasonable attorneys’ fees and costs. Any claim must be filed within one (1) year of accrual.16) Force Majeure; Assignment; Subcontractors; Independent Contractor; Notices; BoilerplateForce Majeure. Neither party is liable for delays/failures due to causes beyond its reasonable control.Assignment/Subcontractors. Provider may use subcontractors and may assign these Terms in connection with a merger, acquisition, or sale of assets; Client may not assign without Provider’s consent (not unreasonably withheld).Independent Contractor. Provider is an independent contractor; no partnership, agency, or employment is created.Notices. Notices may be delivered by email to the addresses last provided by the parties and are deemed given when sent (absent bounce).Severability/Waiver. If any provision is unenforceable, the remainder remains in effect. Failure to enforce is not a waiver.Entire Agreement; Amendments. These Terms (plus any applicable Order and referenced policies) are the entire agreement and supersede prior discussions. Amendments must be in writing.Electronic Acceptance. The parties agree electronic processes (including Stripe checkout) constitute signatures.ContactaiChat Services
Email: [email protected]
Website: https://aichatservices.co