Automation & Systems Services
Effective Date: February 8, 2026 · Version 1.0
Last Updated: July 5, 2026
This Standard Service Agreement (“Agreement”) governs all automation, systems, and related services provided by Inspera AI (“Provider”), operating as a DBA under the direction of its principal, located in Morris County, New Jersey, to the business entity identified in an applicable proposal, statement of work, or order form (“Client”).
This Agreement is incorporated by reference into, and forms part of, each written proposal or order approved by Client (each, a “Proposal”). If there is any conflict, the Proposal controls with respect to scope, pricing, timelines, and any expressly stated guarantees.
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The Sections below numbered 1 through 22 govern paid Services engaged under a Proposal and apply to Clients. Visiting the website or accessing free resources does not make you a Client or create any service relationship.
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Provider will design, build, configure, and maintain custom automation, integration, AI-assisted, and internal systems as described in the applicable Proposal (“Services”).
Services may include, without limitation: intake and onboarding automation; CRM and workflow automation; AI-assisted agents; integrations and data pipelines; messaging, scheduling, and reporting systems; internal tools; and ongoing monitoring, maintenance, or iteration.
Only the Services expressly described in the Proposal are included. Any additional work requires written approval (email or text acceptable) and may be subject to additional fees and timeline adjustments.
Client will provide timely access to systems, credentials, tools, information, approvals, and personnel reasonably required to perform the Services.
Client acknowledges that delays, inaccuracies, or failures caused by incomplete, late, or incorrect inputs may impact timelines and outcomes. Provider is not responsible for delays or issues caused by Client inaction or third-party dependencies.
If Client is unresponsive for seven (7) consecutive days, Provider may extend timelines, pause work, or deem affected deliverables complete based on work performed to date.
All fees, payment schedules, deposits, and timelines are defined in the Proposal.
Unless otherwise stated:
Provider may suspend work for late or unpaid invoices.
Client is responsible for all third-party software, platform, usage, and licensing costs required to operate any system, including but not limited to communication tools, automation platforms, hosting, and AI or API providers. Third-party fees are non-refundable.
Client’s obligations under this Agreement apply equally regardless of payment method used.
Work outside the agreed scope requires written approval and may result in additional fees or timeline changes. Provider is not obligated to perform out-of-scope work without such approval.
Client acknowledges that material changes to requirements, logic, integrations, or third-party tools may require rework or additional configuration.
“Build Completion” occurs when the system meets the acceptance criteria stated in the Proposal and is delivered for production use, or when Client instructs Provider to deploy or go live despite known limitations, pending inputs, or incomplete approvals.
If a Proposal includes ongoing services or a monthly retainer, such services renew on a monthly basis until canceled by either party with written notice. Cancellation takes effect at the end of the then-current billing period.
Retainer fees are non-refundable. Included hours, if any, do not roll over. Additional work beyond included retainer hours requires prior written approval and will be billed at the rate stated in the Proposal. Minimum service periods, if any, are defined in the applicable Proposal and control over this section.
Revenue attributable to the Services means revenue reasonably connected to inbound activity, leads, or engagement generated by systems delivered under the applicable Proposal, as determined in good faith based on available records and system analytics.
Provider does not guarantee business, legal, financial, operational, or performance outcomes.
Any performance guarantees, service credits, or refund rights apply only if expressly stated in the Proposal and only under the conditions specified. All refunds exclude third-party costs.
Guarantees, if any, are void if Client fails to provide required access, approvals, or cooperation, or materially modifies system components without Provider consultation.
Certain Services may include AI-assisted or automated components that organize, summarize, classify, draft, or route information based on Client-approved rules, templates, and triggers.
AI-assisted outputs may contain errors or inaccuracies. Client remains solely responsible for review, approval, supervision, and use of all outputs, decisions, communications, and actions generated or supported by automated systems.
Provider does not provide legal, accounting, medical, or other professional advice.
Where applicable, Client authorizes Provider to configure automated messaging, follow-ups, or notifications using Client-approved templates, rules, and decision logic. Client controls and approves all messaging content and criteria.
Services may depend on third-party platforms, software, APIs, or infrastructure not owned or controlled by Provider.
Provider is not responsible for third-party outages, changes, security events, data accuracy, pricing changes, or failures. Client’s use of third-party tools is governed by those providers’ terms.
Unless otherwise stated in the Proposal, upon full payment, Client owns the specific deliverables created for Client under the Proposal.
Provider retains all rights to its pre-existing materials, internal tools, frameworks, methods, templates, general automation logic, and know-how. Nothing in this Agreement restricts Provider from using such materials in other engagements.
Each party will protect the other’s non-public, confidential information and use it solely to perform under this Agreement. Confidentiality obligations survive termination.
Provider may access and process Client data solely to perform the Services, generally within Client-owned or Client-controlled systems.
Provider does not assume responsibility for data security, storage, or compliance within third-party platforms. Client is responsible for determining applicable data protection, consent, and compliance requirements.
Services may be provided by Inspera AI directly and/or through its trusted engineers and delivery partners, including but not limited to OVRHAUL, LLC, under Inspera AI’s direction and quality standards.
Provider may use subcontractors to perform portions of the Services. Provider remains responsible for their work under this Agreement. No Client approval is required.
Provider is not responsible for issues arising from Client-side modifications, misuse, or reconfiguration of systems without Provider involvement. Such changes may impact performance or void any stated guarantees.
To the maximum extent permitted by law, Provider is not liable for indirect, incidental, special, consequential, punitive, or lost-profit damages.
Provider’s total cumulative liability under this Agreement will not exceed the fees actually paid by Client to Provider under the applicable Proposal.
Client will indemnify and hold Provider harmless from claims arising out of Client’s misuse of the Services, violation of third-party terms, Client-provided content or rules, failure to obtain required consents, or Client-side system changes.
Either party may terminate this Agreement or an active Proposal with thirty (30) days’ written notice.
If Client cancels prior to kickoff, Provider will refund fees paid minus non-refundable third-party costs and a reasonable administrative fee.
If Client cancels after work has begun, fees paid are non-refundable, and Provider will provide Client with access to completed work as-is, subject to system and platform constraints. Once work has commenced, all fees are non-refundable regardless of payment method, including payments made via buy-now-pay-later or installment providers.
If Client terminates an engagement during a validation phase or before completion of any performance benchmark stated in a Proposal, Provider’s obligation to continue work toward such benchmark ends immediately upon termination.
Upon termination, Client retains ownership of completed deliverables.
Client agrees to notify Provider in writing of any billing concern or dispute and to provide Provider with a reasonable opportunity, not less than fifteen (15) days, to investigate and resolve the issue in good faith before initiating a chargeback, payment reversal, or payment dispute with any bank, card issuer, or payment provider.
Initiating a chargeback without first following this dispute resolution process constitutes a material breach of this Agreement. Provider reserves the right to suspend Services and recover reasonable costs incurred in responding to improper chargebacks, including administrative fees, dispute handling costs, and any fees assessed by payment processors.
Chargebacks do not relieve Client of payment obligations for Services rendered.
This Agreement is governed by the laws of the State of New Jersey, without regard to its conflict-of-law principles. Any action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Morris County, New Jersey, and each party hereby consents to the exclusive jurisdiction and venue of such courts.
This Agreement and each Proposal constitute the entire agreement between the parties and supersede all prior discussions.
Amendments must be in writing. Neither party is liable for delays caused by events beyond reasonable control, including but not limited to acts of God, natural disasters, pandemics, government orders, or infrastructure failures.
By executing a Proposal that references this Agreement, Client acknowledges that they have read, understood, and agreed to the terms set forth herein.