Terms & Conditions

These Terms govern your use of windcliffai.com  (the "Site") and any services provided by windcliffai, operating as WindcliffAI ("we," "us"). By using the Site, booking a call, or purchasing a support plan, you ("you," "Client") agree to these Terms. If you do not agree, do not use the Site or our services.

 

## 1. Who may use the Site and services

 

You must be at least 18, be acting on behalf of a business, and have authority to bind that business. Our services are offered to businesses in Canada and the United States.

 

## 2. What we provide

 

**Project builds.** Custom automation and AI systems built to a written scope document, which defines what is included. Anything not listed in the scope document is out of scope and requires a written change order. Delivery estimates are estimates, not fixed deadlines, and depend on your timely provision of access, information, and approvals.

 

**Support plans.** Optional monthly plans for maintenance, monitoring, and minor improvements to delivered systems, purchasable through the Site. Plan inclusions are as described at the point of purchase. A support plan is not an uptime guarantee or a guaranteed response time unless expressly stated.

 

## 3. Payment

 

**3.1 Projects.** Unless agreed otherwise in writing, projects require a **50% deposit before work begins and 50% on delivery**. Work starts once the deposit clears. Deposits are non-refundable once work has begun. If you cancel mid-project, you remain responsible for work performed to that date.

 

**3.2 Support plans — recurring billing.** Support plans are sold through the Site and processed by Stripe. By purchasing a plan you authorize us to charge your payment method **the stated plan amount every month, automatically, until you cancel**.

 

**3.3 Cancellation.** You may cancel a support plan at any time. Cancellation takes effect at the end of your current billing period, and you retain access until then. Cancel by using the cancellation link in your website account. Contact 'david@windcliffai.com' if you have questions.

 

**3.4 Refunds.** Support plan fees are **non-refundable**, including for partial months and unused allowances. Cancelling stops future charges; it does not refund a period already paid.

 

**3.5 Taxes and third-party costs.** All fees are in your country's currency (USD or CAD)  and exclusive of applicable taxes, which will be added where required. Subscription, usage, and API costs charged by third-party platforms are billed to your own accounts and are your responsibility.

 

**3.6 Late payment.** Overdue invoices may accrue interest at `[1.5% per month, being 19.56% per annum]`. We may pause work and withhold deliverables while any amount is overdue.

 

**3.7 No-fee engagements.** Reduced-fee or case-study engagements are governed by a separate written agreement, which prevails over these Terms where the two conflict.

 

## 4. Changes to pricing and services

 

We may change our pricing, plans, and service offerings at any time. Changes do not affect a project already agreed in a signed scope document. For support plans, we will give at least **30 days' written notice** before a price change takes effect, and you may cancel before it applies.

 

## 5. Your responsibilities

 

You are responsible for:

 

- maintaining your own accounts, subscriptions, and billing with all third-party platforms your systems rely on, and for securing and rotating credentials shared with us;

- ensuring data you provide, and data your systems process, was lawfully collected and may lawfully be used that way;

- ensuring your use of what we build complies with applicable law, **including anti-spam and telemarketing rules (CASL, CAN-SPAM, TCPA)** where systems send email, SMS, or automated calls;

- reviewing AI-generated output before relying on it for any decision affecting customers, payments, employees, or safety; and

- maintaining your own data backups.

 

You will not use the Site or our services unlawfully, attempt unauthorized access, or interfere with our systems.

 

## 6. Data and confidentiality

 

Delivering our services may require access to your systems and data. We access it only as needed to do the work, keep your non-public information confidential, and will delete or return your data and credentials within 30 days of written request after an engagement ends. Your data is typically processed within third-party platforms you own and control, subject to their terms and security practices. Our handling of Site visitor information is described in our Privacy Policy.

 

## 7. Intellectual property

 

**7.1** On receipt of all fees due, we assign you ownership of the deliverables built specifically for you — custom workflows, custom code, custom prompts, and your documentation. Until paid in full, you hold only a revocable licence to use them.

 

**7.2** We retain ownership of our reusable assets: templates, workflow patterns, frameworks, libraries, prompt structures, internal tooling, methodology, and know-how, including improvements to them. Where these are embedded in your deliverables, you receive a perpetual, non-exclusive licence to use and modify them as part of those deliverables for your internal business purposes. You may not extract, resell, or sublicense them separately.

 

**7.3** Third-party and open-source components remain governed by their own licences. You keep ownership of your data and materials. We may identify you as a client and describe the work at a general level unless you object in writing.

 

## 8. Disclaimers

 

The Site, our services, and all deliverables are provided **"as is" and "as available," without warranties of any kind**, express or implied, including merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law.

 

We do not warrant that any system will operate uninterrupted or error-free. Automations depend on third-party platforms, and we are not responsible for their outages, pricing or policy changes, API changes, rate limits, account suspensions, or discontinuation. Where a third-party change breaks a system, fixing it is billable work unless covered by an active support plan.

 

AI output is probabilistic and may be inaccurate or unexpected. We do not warrant its accuracy or suitability. We do not guarantee any specific business result, and nothing we provide is legal, tax, or other professional advice.

 

## 9. Limitation of liability

 

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, or consequential damages, or for lost profits, revenue, data, or business interruption.

 

Our total liability arising from the Site, our services, or any deliverable will not exceed the greater of **(a) the fees you paid us in the `[6]` months before the event giving rise to the claim, or (b) CAD $500**. These limits survive termination and do not apply to fraud, wilful misconduct, or liability that cannot be limited by law.

 

You will indemnify us against third-party claims arising from your data, your use of what we build, or your breach of Section 5.

 

## 10. Suspension and termination

 

We may suspend or terminate your access, work in progress, or support plan immediately if you fail to pay, breach these Terms, use our services unlawfully or abusively, or behave abusively toward us. We may otherwise end an engagement on `[15] days'` written notice.

 

On termination, all amounts owed become due, ownership of deliverables transfers only if fees are paid in full, and Sections 6, 7, 8, 9, and 11 survive.

 

## 11. General

 

These Terms are governed by the laws of  BC and the federal laws of Canada, and the courts of BC have exclusive jurisdiction. We may update these Terms by posting a revised version here; material changes affecting an active engagement will be communicated in writing, and continued use constitutes acceptance. Terms in a signed scope document prevail over these Terms for that engagement. If any provision is unenforceable, the rest remains in effect. We act as an independent contractor, and neither party is liable for delays caused by events beyond its reasonable control.

 

## 12. Contact

 

 WindcliffAI

david@windcliffai.com

 

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