Terms of Service

1. Engagement & Overview

These Terms of Service (“Terms”) govern the relationship between AJA Sarah Marketer (“Company,” “we,” “our,” or “us”) and the client (“Client,” “you,” or “your”) purchasing or subscribing to our AI Business Operating System architectures, consulting services, and platform configurations.

By agreeing to a proposal, submitting payment, or scheduling a Business Systems Discovery Session, you agree to be bound by these Terms.

2. Business Systems Discovery

All client engagements begin with a structured Business Systems Discovery Session. The purpose of this session is to audit your business processes, analyze your existing technology stack, locate operational bottlenecks, and design a custom architectural blueprint.

Fees for the Discovery Session are billed upfront and are fully non-refundable once the discovery audit or scheduling has been initiated. The blueprint generated during discovery remains the intellectual property of the Company unless explicitly transferred via a separate written agreement.

3. Project Implementation & Commencement

Upon acceptance of the Discovery Blueprint and the execution of a custom statement of work (SOW), the implementation phase will commence.

Project commencement is contingent on the receipt of initial payment (as detailed in the SOW) and the provision of all required assets, credentials, and access permissions. Delayed client onboarding or missing inputs will result in a corresponding shift in implementation schedules.

4. Client Responsibilities

To successfully deploy your AI Business Operating System, you must provide timely collaboration. This includes:

• Providing API access credentials, login details, or configuration permissions to third-party softwares (e.g. CRMs, communications tools, payment gateways).
• Delivering text copy, structural data formats, brand assets, and business rules within seven (7) business days of request.
• Designating a primary stakeholder to review drafts and sign off on project phases.

The Company is not liable for project delays, data losses, or integration issues resulting from the Client's failure to provide accurate credentials, timely feedback, or continuous collaboration.

5. Payment Terms & Billing Gateway References

All invoices are denominated in United States Dollars (USD) unless agreed otherwise in writing. Payments are processed securely via our designated payment processors (including Xendit for regional SME business verification and Stripe for international cards).

Implementation work is billed on a milestone or flat-rate basis as defined in the SOW. Recurring optimization plans or software integration maintenance services are billed monthly, in advance of the service cycle. Late payments may result in system access suspension or termination of active API tunnels.

6. Intellectual Property (IP)

Unless otherwise specified in a signed SOW, the intellectual property rights are allocated as follows:

• Company IP: We retain all rights, titles, and interests in our proprietary software, API middleware configurations, database schemas, code modules, and AI agent prompt templates developed prior to or during the engagement.
• Client IP: You retain ownership of your customer list, business processes, proprietary data, trademarks, and content supplied to us.
• License Grant: Upon full payment of all implementation fees, we grant you a non-exclusive, non-transferable, perpetual license to use the custom configurations within your company's internal operations.

7. Confidentiality

Both parties agree to hold all proprietary business intelligence, database schemas, financial reports, customer information, and trade secrets in strict confidence. No party shall disclose confidential information to third parties without the prior written consent of the other, except as required by law.

8. Service Limitations & Third-Party Outages

Our Business Operating Systems rely on third-party cloud technologies (including but not limited to Google Cloud, Firebase, OpenAI, Gemini, GoHighLevel, Xendit, Stripe, and WhatsApp Business API).

We are not responsible for outages, rate limit blocks, API schema changes, account suspensions, or service delivery failures caused by these third-party platforms.

9. Cancellation & Refund Policy

All custom implementation and architecture work is fully non-refundable once initiated. If you decide to terminate an implementation project mid-way, you remain liable for all work performed up to the date of cancellation.

For recurring systems optimization, maintenance, and support retainer packages, either party may cancel the service by providing a **30-day written cancellation notice**. Retainer fees are non-refundable for the active billing cycle.

10. Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Republic of the Philippines. Any disputes arising out of or in connection with these Terms shall be resolved through amicable consultation, failing which they shall be submitted to the competent courts of Metro Manila, Philippines.