Terms of Service

1. Introduction and Acceptance

Welcome to Automiva. These Terms of Service ("Terms") govern your access to and use of the services provided by Automiva ("Company," "we," "our," or "us"), including our website (automiva.com), AI automation services, consulting services, and any related services (collectively, the "Services").

By accessing or using our Services, entering into a service agreement with us, or clicking to accept these Terms, you ("Client," "you," or "your") agree to be bound by these Terms. If you are using our Services on behalf of a business or organization, you represent and warrant that you have the authority to bind that entity to these Terms.

If you do not agree to these Terms, you may not access or use our Services. We reserve the right to modify these Terms at any time. Continued use of our Services after any modifications constitutes acceptance of the updated Terms.

2. Description of Services

Automiva provides AI automation and workflow integration services designed to help businesses streamline operations, improve efficiency, and reduce manual work. Our Services include, but are not limited to:

2.1 Core Automation Services

• Workflow Automation: Design and implementation of automated workflows using platforms such as Zapier, Make (Integromat), n8n, and custom solutions
• AI Chatbots: Development and deployment of intelligent chatbots for customer support, lead generation, and sales across WhatsApp, Instagram, web, and other channels
• CRM Automation: Integration and automation of customer relationship management systems including HubSpot, Zoho, Salesforce, and others
• Invoice and Accounting Automation: Automated invoicing, payment reminders, and integration with accounting software such as QuickBooks and Xero
• Business Intelligence: Automated reporting, dashboards, and data analytics solutions
• Custom Integrations: Bespoke integrations connecting your existing tools, ERPs, and proprietary systems

2.2 Service Delivery Process

Our standard service delivery process includes:

• Discovery: Initial consultation to understand your business processes, pain points, and automation opportunities
• Proposal: Detailed scope of work, timeline, and pricing based on your requirements
• Build: Design and development of your custom automation solutions
• Testing: Quality assurance and testing to ensure reliability and accuracy
• Deployment: Implementation and launch of automations in your production environment
• Handover: Documentation, training, and knowledge transfer to your team

2.3 Ongoing Support (Automation Care Plans)

We offer optional monthly support plans that provide monitoring, maintenance, bug fixes, and ongoing improvements to your automation systems. Care plan terms, including scope and pricing, will be specified in your service agreement.

3. Client Responsibilities

To enable us to deliver our Services effectively, you agree to:

3.1 Access and Credentials

• Provide necessary access to your systems, platforms, and tools required for the project
• Create appropriate user accounts or API credentials with suitable permissions
• Ensure all provided credentials and access are authorized for use in the project
• Promptly revoke access upon project completion if requested

3.2 Information and Cooperation

• Provide accurate and complete information about your business processes and requirements
• Respond to requests for information, feedback, or approvals in a timely manner
• Designate a primary point of contact with decision-making authority
• Participate in discovery sessions, reviews, and testing as needed
• Notify us promptly of any changes to your systems or requirements that may affect the project

3.3 Compliance and Legal

• Ensure you have the legal right to use all third-party services and data involved in the project
• Comply with all applicable laws, regulations, and third-party terms of service
• Obtain any necessary consents for data processing, particularly for customer data
• Maintain appropriate licenses for all software platforms used in your automations

4. Pricing and Payment Terms

4.1 Project Pricing

Our automation projects are priced on a fixed-fee basis. The specific pricing for your project will be outlined in your service agreement or proposal. Our standard pricing tiers include:

• Automation Starter: Starting at $1,500 one-time for small businesses automating 1-2 core processes
• AI Operations Growth: Starting at $3,900 one-time for teams implementing AI automation, chatbots, and reporting
• Custom AI Systems: Custom pricing for complex AI agents and multi-system integrations

4.2 Ongoing Support Pricing

Optional Automation Care Plans are billed monthly:

• Basic: $399/month - Monitoring and bug fixes
• Pro: $899/month - Monitoring, improvements, and 2 new workflows per month
• Premium: $1,499/month - Dedicated support and priority delivery

4.3 Payment Terms

• Project fees are typically structured as 50% upfront deposit and 50% upon completion, unless otherwise agreed
• Monthly support plans are billed at the beginning of each billing cycle
• Payment is due within 14 days of invoice date unless otherwise specified
• We accept payment via bank transfer, credit card, or other methods as agreed
• All prices are in USD unless otherwise specified

4.4 Late Payments

If payment is not received within 14 days of the due date:

• We may suspend work on your project until payment is received
• Late fees of 1.5% per month may be applied to overdue balances
• We reserve the right to disable or remove automations for accounts with overdue balances exceeding 30 days

4.5 Third-Party Costs

Our fees do not include costs for third-party services such as Zapier, Make, n8n hosting, API fees, or software subscriptions. You are responsible for maintaining and paying for all third-party platform subscriptions required for your automations to function.

5. Project Scope and Changes

5.1 Scope Definition

The scope of each project will be defined in your service agreement or statement of work. This includes deliverables, timeline, and any specific requirements or limitations.

5.2 Change Requests

If you require changes to the agreed scope during the project:

• Submit a change request describing the desired modifications
• We will assess the impact on timeline and cost
• Changes will be implemented only after written approval of any additional fees or timeline adjustments
• Minor clarifications or refinements within the original scope are included at no extra charge

5.3 Project Delays

If project delays occur due to factors outside our control (such as delayed client feedback, missing access, or third-party service issues), the project timeline will be extended accordingly. We will communicate proactively about any anticipated delays and work with you to minimize impact.

6. Intellectual Property Rights

6.1 Client Ownership

Upon full payment, you will own the custom automations, workflows, and configurations we create specifically for your project ("Custom Deliverables"). This includes:

• Custom workflow configurations and automation logic
• Custom chatbot scripts and conversation flows
• Custom integrations built specifically for your systems
• Documentation created for your project

6.2 Automiva Retained Rights

We retain ownership of:

• Pre-existing tools, templates, methodologies, and frameworks used in delivering services
• General knowledge, skills, and experience gained during the project
• Reusable components that are not specific to your business

6.3 License Grant

We grant you a perpetual, non-exclusive license to use any pre-existing materials incorporated into your Custom Deliverables, solely for operating your automations.

6.4 Client Materials

You retain ownership of all materials, data, and content you provide to us. You grant us a limited license to use these materials solely for the purpose of delivering the Services.

7. Confidentiality

7.1 Confidential Information

Both parties agree to keep confidential any proprietary or sensitive information disclosed during the engagement, including:

• Business processes, strategies, and trade secrets
• Customer data and contact information
• Financial information and pricing details
• Technical specifications and system architecture
• Login credentials and API keys

7.2 Obligations

• Use confidential information only for the purpose of fulfilling obligations under these Terms
• Protect confidential information with at least the same degree of care used to protect own confidential information
• Not disclose confidential information to third parties without prior written consent
• Return or destroy confidential information upon request or termination of services

7.3 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known before disclosure; (c) is independently developed without use of confidential information; or (d) must be disclosed by law.

8. Warranties and Disclaimers

8.1 Our Warranties

We warrant that:

• Services will be performed in a professional and workmanlike manner
• Deliverables will substantially conform to the agreed specifications for 30 days after delivery
• We have the right to provide the Services and grant the licenses described herein

8.2 Warranty Remedies

If deliverables do not conform to specifications within the warranty period, we will, at our option: (a) re-perform the non-conforming services; or (b) refund the fees paid for the non-conforming portion of services.

8.3 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED HEREIN, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that:

• Services will be uninterrupted, error-free, or completely secure
• Third-party platforms or APIs will remain available or function as expected
• Automations will achieve specific business outcomes or ROI
• Services will be compatible with future updates to third-party platforms

9. Limitation of Liability

9.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES.

9.2 Liability Cap

OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9.3 Exceptions

These limitations do not apply to: (a) breaches of confidentiality obligations; (b) violations of intellectual property rights; (c) gross negligence or willful misconduct; or (d) payment obligations.

10. Indemnification

10.1 Client Indemnification

You agree to indemnify, defend, and hold harmless Automiva and its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from:

• Your breach of these Terms
• Your violation of any third-party rights or applicable laws
• Your use of the Services in a manner not authorized by these Terms
• Content or data you provide that infringes third-party rights
• Claims by your customers or end users related to your use of the automations

10.2 Our Indemnification

We will indemnify and defend you against claims that our Services infringe a third party's intellectual property rights, provided you promptly notify us of such claims and cooperate in the defense.

11. Termination

11.1 Termination for Convenience

Either party may terminate ongoing services (such as Care Plans) with 30 days' written notice. Project-based work may only be terminated for convenience by mutual agreement.

11.2 Termination for Cause

Either party may terminate immediately upon written notice if the other party:

• Materially breaches these Terms and fails to cure within 15 days of written notice
• Becomes insolvent or files for bankruptcy
• Engages in fraudulent or illegal activity

11.3 Effect of Termination

Upon termination:

• You remain responsible for payment of all fees for services rendered through the termination date
• We will provide reasonable assistance to transition your automations (at standard hourly rates if beyond initial scope)
• We will return or destroy your confidential information as requested
• Provisions regarding intellectual property, confidentiality, limitation of liability, and indemnification survive termination

11.4 Refunds

For project work, refunds will be calculated based on work completed at the time of termination. Upfront deposits are non-refundable once work has commenced. Monthly subscription fees are non-refundable for partial months.

12. Dispute Resolution

12.1 Informal Resolution

Before initiating formal dispute resolution, the parties agree to attempt to resolve any disputes informally by contacting each other and negotiating in good faith for at least 30 days.

12.2 Arbitration

If informal resolution is unsuccessful, any dispute arising out of or relating to these Terms shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted in English, and the arbitrator's decision shall be final and binding.

12.3 Exceptions

Either party may seek injunctive relief in court for violations of intellectual property rights or confidentiality obligations without first engaging in arbitration.

13. General Provisions

13.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

13.2 Entire Agreement

These Terms, together with any service agreements, statements of work, and other documents incorporated by reference, constitute the entire agreement between the parties and supersede all prior agreements and understandings.

13.3 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

13.4 Waiver

The failure of either party to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

13.5 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms to any successor in interest to our business.

13.6 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.

13.7 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, government actions, or internet service failures.

13.8 Notices

All notices under these Terms shall be in writing and sent to the email addresses on file. Notices are deemed received upon confirmed delivery.

14. Contact Information

If you have any questions about these Terms of Service, please contact us:

15. Acknowledgment

By using our Services or entering into a service agreement with Automiva, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.