Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Practical Systems LLC ("Practical Systems," "we," "us," or "our") governing your access to and use of our website, services, and any associated content or functionality.

By accessing or using our services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use our services.

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.

Practical Systems provides AI integration consulting and implementation services designed to help businesses automate operations and improve efficiency. Our services include:

• Consulting Services: Strategic assessment, process analysis, and roadmap development for AI implementation
• AI Implementation: Design, development, and deployment of custom AI-powered automation solutions
• Custom Development: Building tailored software integrations, agents, and workflows
• Ongoing Support: Maintenance, monitoring, and optimization of deployed solutions

Specific deliverables, timelines, scope, and fees are defined in individual service agreements ("Statements of Work" or "SOWs") executed between you and Practical Systems.

To ensure successful delivery of services, you agree to:

• Provide timely access to systems, data, and personnel necessary for project delivery
• Designate a primary point of contact with authority to make decisions on your behalf
• Provide accurate and complete information about your requirements and business processes
• Review and provide feedback on deliverables within agreed-upon timeframes
• Ensure appropriate internal approvals and stakeholder alignment
• Maintain appropriate security measures for your systems and data
• Comply with all applicable laws and regulations regarding data handling and AI usage

Our Intellectual Property

Practical Systems retains all rights, title, and interest in our pre-existing intellectual property, including but not limited to: our proprietary methodologies, frameworks, templates, training materials, and any general-purpose tools or components developed prior to or outside of specific client engagements.

Client Intellectual Property

You retain all rights to your pre-existing intellectual property, including your data, business processes, trade secrets, and proprietary information. We do not acquire any ownership interest in your intellectual property by virtue of providing services.

Work Product

Unless otherwise specified in a SOW, custom work product created specifically for you during an engagement ("Deliverables") shall be owned by you upon full payment of applicable fees. We retain the right to use general knowledge, skills, and experience gained during the engagement, as well as any non-client-specific components.

Both parties agree to maintain the confidentiality of information disclosed during the engagement that is marked as confidential or would reasonably be considered confidential given its nature.

Confidential information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed without use of confidential information; or (d) is rightfully obtained from a third party without restriction.

Each party may disclose confidential information to employees, contractors, and advisors on a need-to-know basis, provided they are bound by confidentiality obligations at least as protective as these Terms.

Fees and payment terms are specified in individual SOWs. Unless otherwise agreed:

• Invoices are due within 30 days of receipt
• Late payments may incur interest at 1.5% per month or the maximum rate permitted by law
• You are responsible for all applicable taxes, excluding taxes based on our net income
• We may suspend services if payment is more than 30 days overdue

All fees are non-refundable once work has commenced, except as otherwise specified in the applicable SOW.

We will perform services in a professional and workmanlike manner consistent with industry standards. Delivery timelines are estimates and depend on timely fulfillment of your responsibilities.

We may engage subcontractors to assist with service delivery, provided they are bound by confidentiality and data protection obligations consistent with these Terms.

Changes to scope, timeline, or deliverables require mutual written agreement and may result in additional fees.

Our services involve artificial intelligence and machine learning technologies. You acknowledge and agree that:

• No Guarantee of Performance: AI systems may produce unexpected, inaccurate, or incomplete outputs. We do not guarantee specific outcomes, accuracy rates, or performance metrics unless explicitly stated in a SOW.
• Human Oversight Required: AI automation should be used to assist, not replace, human judgment for critical business decisions. You are responsible for implementing appropriate review and approval processes.
• Third-Party AI Providers: Our solutions may utilize third-party AI services (such as Anthropic, OpenAI, or others). These services are subject to their own terms and conditions, which may change over time.
• Continuous Improvement: AI systems may require ongoing tuning and adjustment. Initial deployments should be considered iterative rather than final.
• Compliance Responsibility: You are responsible for ensuring AI usage complies with applicable laws, regulations, and industry standards in your jurisdiction and industry.

When using our website, including any interactive features such as our AI assistant, you agree not to:

• Use the site for any unlawful purpose or in violation of any applicable laws
• Attempt to gain unauthorized access to our systems, networks, or data
• Interfere with or disrupt the proper functioning of the site
• Scrape, crawl, or collect data without express written permission
• Abuse interactive features with excessive requests, automated access, or harmful content
• Impersonate any person or entity or misrepresent your affiliation
• Upload or transmit viruses, malware, or other harmful code

Our AI assistant is provided for informational and demonstration purposes only. Responses are AI-generated and should not be considered professional advice.

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

DISCLAIMER: OUR SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

LIMITATION: IN NO EVENT SHALL PRACTICAL SYSTEMS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, OR GOODWILL, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY.

CAP: OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING UNDER OR RELATED TO THESE TERMS OR ANY SOW SHALL NOT EXCEED THE TOTAL FEES PAID TO US UNDER THE APPLICABLE SOW IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

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

• Your use of our services in violation of these Terms
• Your violation of any applicable laws or regulations
• Any claim that your data or content infringes third-party rights
• Your failure to maintain appropriate security measures

Either party may terminate an engagement for convenience with 30 days' written notice. Either party may terminate immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within 15 days of receiving notice.

Upon termination, you shall pay for all services rendered through the termination date. Sections relating to intellectual property, confidentiality, limitation of liability, and indemnification shall survive termination.

Any disputes arising under or related to these Terms shall be governed by the laws of the State of Delaware, without regard to conflict of law principles.

The parties agree to attempt to resolve disputes through good-faith negotiation. If negotiation fails, disputes shall be submitted to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall take place in Delaware or via videoconference at the election of either party.

Each party waives any right to participate in a class action lawsuit or class-wide arbitration.

We may update these Terms from time to time to reflect changes in our services, legal requirements, or business practices. We will post the updated Terms on this page with a revised "Last Updated" date.

For material changes, we will provide notice via email or prominent website notice at least 30 days before the changes take effect. Your continued use of our services after such notice constitutes acceptance of the updated Terms.

If you have questions about these Terms or our services, please contact us: