Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Omira Technologies LLC ("Omira," "we," "us," or "our") governing your use of our website, services, and products.

By accessing our website, submitting contact forms, using our ROI calculator, or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms.

2. Services Description

2.1 Professional Services

Omira Technologies provides AI automation consulting and implementation services, including but not limited to:

• Business process analysis and automation opportunity assessment
• AI agent strategy development and roadmap creation
• Custom AI solution design and architecture
• Implementation of AI agents and automation systems
• Integration with existing business systems and workflows
• Training and change management support
• Ongoing support, maintenance, and optimization

2.2 Website Services

• ROI Calculator: Provides estimates based on industry averages and your inputs. Results are indicative only and not guaranteed.
• Case Studies: Real client results with identifying details changed for confidentiality.
• Contact Forms: For inquiries and consultation requests.
• Educational Content: Blog posts, guides, and resources about AI automation.

2.3 Service Scope & Limitations

3. Engagement Process

3.1 Initial Consultation

Initial consultations are typically provided at no charge. During this phase, we assess your needs, discuss potential solutions, and determine if we're a good fit. No binding commitment is created during initial consultations.

3.2 Proposal & Statement of Work

If we agree to proceed, we will provide a detailed proposal and Statement of Work (SOW) that includes:

• Scope of services and deliverables
• Project timeline and milestones
• Pricing, payment terms, and expenses
• Responsibilities of both parties
• Acceptance criteria and success metrics
• Assumptions and dependencies

3.3 Formal Agreement

A binding contract is created only when:

1. Both parties sign a Master Services Agreement (MSA) or individual SOW
2. Client makes the initial payment as specified in the agreement
3. We issue a written confirmation of project start

4. Pricing & Payment Terms

4.1 Fees & Payment Structure

Our services are typically priced using one or more of the following models:

• Fixed Fee: Total project cost agreed upfront, paid in milestone-based installments
• Time & Materials: Hourly or daily rates for actual time worked, invoiced monthly
• Retainer: Monthly fee for ongoing support and services
• Value-Based: Pricing tied to measurable business outcomes (subject to minimum fees)

4.2 Payment Terms

• Initial Payment: Typically 30-50% of fixed-fee projects or retainers due upon contract signing
• Milestone Payments: Due within 15 days of milestone completion and client acceptance
• Monthly Invoices: For time & materials or retainers, due within 30 days of invoice date
• Final Payment: Balance due within 15 days of project completion
• Late Fees: 1.5% per month (18% annually) on overdue balances after 30 days

4.3 Expenses

Unless otherwise specified, out-of-pocket expenses (travel, software licenses, third-party services) are billed separately with prior client approval for expenses exceeding $500.

4.4 Taxes

All fees are exclusive of applicable federal, state, and local taxes. Client is responsible for all sales, use, and excise taxes.

5. Client Responsibilities

Successful project outcomes require client cooperation. You agree to:

6. Intellectual Property Rights

6.1 Client-Owned IP

Upon full payment of all fees, you own:

• Custom code, configurations, and AI models developed specifically for your project
• Documentation, training materials, and deliverables created for your project
• Business processes, strategies, and workflows designed for your organization

6.2 Omira-Owned IP

We retain ownership of:

• Pre-existing frameworks, methodologies, and tools
• Reusable code libraries, templates, and components
• General knowledge, techniques, and processes
• Omira Technologies trademarks, branding, and marketing materials

You receive a non-exclusive, perpetual license to use Omira-owned IP incorporated into your deliverables for your internal business purposes only.

6.3 Third-Party IP

Our solutions may incorporate third-party software, APIs, or services. You are responsible for:

• Obtaining and maintaining necessary licenses for third-party components
• Complying with third-party terms of service and usage restrictions
• Paying any fees associated with third-party services

6.4 License Grant

By providing information, data, or materials to us, you grant Omira a non-exclusive, worldwide license to use such materials solely for the purpose of providing services to you. We will not use your confidential information for other purposes without your consent.

7. Confidentiality

Both parties agree to maintain the confidentiality of each other's Confidential Information.

7.1 Definition

"Confidential Information" means any non-public information disclosed by one party to the other, including:

• Business plans, strategies, financial information, and trade secrets
• Technical data, source code, algorithms, and system designs
• Customer lists, pricing information, and business relationships
• Any information marked "confidential" or that reasonably should be considered confidential

7.2 Obligations

The receiving party will:

• Use Confidential Information only for purposes of the engagement
• Protect Confidential Information with the same care used for its own confidential information (but no less than reasonable care)
• Limit disclosure to employees, contractors, and advisors who have a need to know
• Not disclose Confidential Information to third parties without prior written consent

7.3 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no breach of this agreement
• Was rightfully known by the receiving party before disclosure
• Is independently developed without use of Confidential Information
• Is required to be disclosed by law, court order, or government regulation (with prior notice to disclosing party if legally permitted)

8. Warranties & Disclaimers

8.1 Our Warranties

Omira Technologies warrants that:

• Services will be performed in a professional and workmanlike manner consistent with industry standards
• We have the right and authority to enter into this agreement and perform the services
• Deliverables will substantially conform to specifications in the SOW
• We will comply with applicable laws in performing services

Warranty Remedy: If services fail to meet these warranties, our sole obligation is to re-perform the non-conforming services at no additional charge or, if we cannot reasonably re-perform, refund fees paid for the non-conforming services.

8.2 Disclaimers

8.3 ROI Calculator & Estimates

ROI calculations, cost savings estimates, and performance projections provided on our website or in proposals are estimates only based on industry averages, historical data, and assumptions. Actual results will vary based on your specific circumstances, implementation, and numerous factors beyond our control. These estimates do not constitute guarantees or warranties of any kind.

9. Limitation of Liability

9.3 Exceptions

These limitations do not apply to:

• Gross negligence or willful misconduct by Omira
• Omira's breach of confidentiality obligations
• Omira's infringement of third-party intellectual property rights
• Claims that cannot be limited by applicable law

10. Indemnification

10.1 Client Indemnification

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

• Your breach of these Terms or any agreement with us
• Your violation of any law, regulation, or third-party rights
• Your use of our deliverables or services in violation of our instructions or recommendations
• Any content, data, or materials you provide to us
• Your employees', contractors', or end-users' use of our deliverables

10.2 Omira Indemnification

We will indemnify you from third-party claims that our deliverables infringe or misappropriate intellectual property rights, provided that:

• You notify us promptly in writing of the claim
• You grant us sole control of the defense and settlement
• You reasonably cooperate with our defense

This indemnity does not apply to claims arising from: (a) modifications you make to deliverables, (b) combination of deliverables with third-party products, (c) your continued use after we notify you of infringement, or (d) use outside the scope of our agreement.

11. Term & Termination

11.1 Term

These Terms are effective when you first access our website or services and continue until terminated. Individual project agreements have terms specified in the SOW.

11.2 Termination for Convenience

Either party may terminate an engagement for convenience with 30 days' written notice. Upon termination:

• Client Obligations: Pay for all work completed through the termination date, plus non-cancellable commitments
• Omira Obligations: Deliver work-in-progress and provide reasonable transition assistance (billed at standard rates)

11.3 Termination for Cause

Either party may terminate immediately if the other party:

• Materially breaches these Terms and fails to cure within 15 days of written notice
• Becomes insolvent, files for bankruptcy, or ceases business operations
• Engages in fraud, gross negligence, or willful misconduct

Termination for cause by Client does not relieve payment obligations for work completed. Termination for cause by Omira entitles Client to a pro-rata refund of prepaid fees for incomplete work.

11.4 Effect of Termination

Upon termination:

• All outstanding fees become immediately due and payable
• Each party must return or destroy the other's Confidential Information
• Sections relating to payment, IP rights, confidentiality, warranties, liability, and disputes survive termination

12. Dispute Resolution

12.1 Informal Resolution

Before pursuing formal dispute resolution, both parties agree to attempt to resolve disputes through good-faith negotiation for at least 30 days. Notice of dispute should be sent to:

12.2 Binding Arbitration

Arbitration terms:

• Administrator: American Arbitration Association (AAA) under Commercial Arbitration Rules
• Location: Chicago, Illinois, USA
• Arbitrator: One neutral arbitrator with relevant industry experience
• Discovery: Limited to information directly relevant to the dispute
• Award: Written decision with reasoning, final and binding
• Costs: Each party bears its own attorneys' fees; arbitrator determines allocation of AAA fees
• Appeal: No right of appeal except as provided by Federal Arbitration Act

12.3 Class Action Waiver

12.4 Exceptions

Either party may seek injunctive relief in court for:

• Breach of confidentiality obligations
• Intellectual property infringement
• Urgent matters requiring immediate relief

13. General Provisions

14. Contact Information

Questions about these Terms? Contact us: