This document outlines the terms and conditions applicable to the quotation provided by NMD, an AI voice agency consultancy, for the development and commissioning of a custom AI voice agent system. By proceeding with the acceptance of this quotation, the client acknowledges and agrees to the terms and conditions detailed herein.
Quotation Validity
The quotation presented in the accompanying Statement of Work document is valid for a period of fourteen (14) calendar days from the date of its issuance. This timeframe is established to encourage a timely decision from potential clients, allowing NMD to efficiently manage its project pipeline. Furthermore, this limited validity period safeguards NMD against potential fluctuations in the costs of materials, labor, and other resources involved in the rapidly evolving field of AI development. Should the client not formally accept the quotation within this 14-day window, the terms and pricing outlined may be subject to review and adjustment to reflect current market conditions and resource availability. This ensures that the final agreement accurately reflects the prevailing costs and scope of work at the time of acceptance.
Non-Refundable Development Fee
The one-time fee specified in the quotation for the build and development of the commissioned AI voice agent system is non-refundable. This stipulation is a standard practice within the software and AI development consultancy sectors, reflecting the initial investment of resources, specialized expertise, and dedicated efforts required to initiate and execute the project. This non-refundable nature protects NMD from financial losses that could arise from project cancellations occurring after significant preliminary work, customization, and resource allocation have already commenced. The development fee specifically covers the initial setup, bespoke customization, and the dedicated development efforts necessary to create the AI voice agent system tailored to the client’s unique requirements. Clearly communicating this aspect ensures transparency and helps potential clients understand the commitment involved in commissioning a custom AI solution.
Standard Terms and Conditions
4.1. Payment Terms and Schedule:
The specific payment terms and schedule for the commissioned AI voice agent system will be detailed within the main body of the Statement of Work document. This section will outline the proposed payment milestones, which may include an initial upfront deposit to commence the project, subsequent payments tied to the completion of key developmental stages or deliverables, and a final payment due upon the successful completion and formal acceptance of the AI voice agent system by the client. The accepted methods of payment will also be clearly specified, along with the currency in which all payments are to be made. In alignment with common business practices, the payment terms may also include provisions for potential charges applicable to overdue payments. Establishing clear and unambiguous payment terms from the outset is crucial for ensuring a transparent and mutually agreeable financial framework for the project, thereby minimizing the potential for misunderstandings or disputes in the future.
4.2. Intellectual Property Ownership:
The ownership of intellectual property rights pertaining to the custom-developed AI voice agent system will be clearly defined within the Statement of Work. The specifics of this will depend on the nature of the agreement between NMD and the client, and may involve the client retaining full ownership of the final deliverables, or NMD granting a specific license for the use of the system. The agreement will also address the ownership of any pre-existing intellectual property, including methodologies, tools, or software components, that NMD utilizes in the development process. It is common for consulting firms to retain ownership of such pre-existing intellectual capital. If NMD retains ownership of certain underlying components, the relevant licensing terms for the client’s use of the commissioned system will be explicitly stated. Given the evolving legal landscape surrounding intellectual property rights in the context of artificial intelligence, it is important to establish clear contractual terms regarding the ownership of prompts, outputs, training data, and the AI models themselves, especially if the client provides specific data for the development of the system.
4.3. Project Scope and Change Order Process:
The detailed scope of work for the AI voice agent system development will be thoroughly outlined in the main body of the Statement of Work document. It is understood that during the course of a project, modifications to the initial scope may become necessary or desirable. To manage such changes effectively, NMD will adhere to a formal change order process. This process will govern the submission, review, and approval of any requests for alterations to the agreed-upon scope of work, whether initiated by the client or by NMD. Any changes to the project scope may have an impact on the initially estimated project timeline and cost, and it is important to note that additional costs may be applicable to such modifications. Implementing a clear and well-defined change order process is a best practice that helps prevent unintended scope creep and ensures that the client is fully aware of and agrees to any potential additional costs or timeline adjustments before they are incurred.
4.4. Additional Costs:
While the quotation aims to provide a comprehensive estimate of the project costs, certain additional expenses may arise during the development and commissioning of the AI voice agent system. These potential additional costs could include, but are not limited to, travel expenses if on-site consultations or work are required (and not initially factored into the quote), expenses associated with any client-approved changes to the project scope, or the necessity for acquiring specific software licenses or engaging third-party services that were not foreseen during the initial quotation phase. NMD is committed to transparency in its pricing and will ensure that any such additional costs are clearly communicated to the client and are subject to the client’s prior written approval before being incurred. This practice ensures that the client maintains control over the project’s financial aspects and avoids any unexpected charges.
4.5. Limitation of Liability:
To the maximum extent permitted by applicable law, NMD’s liability for any losses, damages, or claims arising from the services provided under this agreement will be limited. It is prudent to establish a reasonable cap on potential financial exposure, and therefore, NMD’s total liability to the client may be limited to an amount not exceeding the total fees actually paid by the client to NMD under this agreement. Furthermore, NMD will not be held liable for certain types of damages, such as indirect, consequential, incidental, exemplary, punitive, or special damages, even if NMD has been advised of the possibility of such damages. However, it is common practice to include specific exceptions to these limitations, such as in cases of NMD’s gross negligence, willful misconduct, or breaches of confidentiality or intellectual property rights. These limitations and exceptions are intended to provide a fair and balanced allocation of risk between NMD and the client.
4.6. Termination Conditions:
The conditions under which either NMD or the client may terminate the agreement for the development and commissioning of the AI voice agent system will be clearly defined in the Statement of Work. These conditions typically include termination for cause, such as a material breach of the agreement by either party (e.g., failure to meet performance obligations or non-payment), and may also include provisions for termination for convenience by either party, subject to a specified notice period. The required notice period for termination will be clearly stated. The consequences of termination will also be addressed, including the obligation for the client to pay NMD for all services rendered and expenses incurred up to the effective date of termination, as well as the procedures for the return or destruction of any confidential information exchanged between the parties.
4.7. Confidentiality:
Both NMD and the client acknowledge the importance of maintaining the confidentiality of any proprietary or sensitive information that may be shared or accessed during the consultation, development, and commissioning of the AI voice agent system. A dedicated confidentiality clause will be included in the Statement of Work, outlining the specific obligations of each party to protect such information from unauthorized disclosure or use. These confidentiality obligations will typically extend for a defined period beyond the termination or completion of the agreement. The clause will clearly define what constitutes confidential information and will also specify any exceptions to these obligations, such as information that is already in the public domain or that is required to be disclosed by law or legal process.
4.8. Disclaimer of Warranties:
NMD will provide its consultancy services and the AI voice agent system on an “as-is” basis, except as may be expressly stated otherwise in the Statement of Work. To the maximum extent permitted by applicable law, NMD hereby disclaims all other warranties, whether express or implied, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. NMD does not warrant or guarantee that the AI voice agent system will achieve specific results or outcomes, although NMD will use its best professional efforts and expertise to develop a system that meets the client’s agreed-upon specifications.
4.9. Governing Law and Dispute Resolution:
The agreement resulting from the acceptance of this quotation will be governed by and construed in accordance with the laws of a specified jurisdiction, which will be detailed in the Statement of Work. In the event that any disputes arise between NMD and the client, the parties agree to first attempt to resolve such disputes amicably through good-faith negotiation. If a resolution cannot be reached through negotiation, the agreement may outline a specific process for dispute resolution, such as mediation or binding arbitration, as an alternative to litigation in a court of law.
Client Acknowledgment
By accepting this quotation for the commissioned AI voice agent system, the client hereby acknowledges that they have carefully read, fully understood, and unconditionally agree to all of the terms and conditions outlined in this waiver, in addition to the terms and conditions specified within the accompanying Statement of Work document.