Terms and Conditions

1. Acceptance of Terms

By accessing or using the website www.systemalphas.com (the “Site”) or engaging the services of System Alphas (“Company,” “we,” “us,” or “our”), you (“Client,” “you,” or “your”) agree to be bound by these Terms and Conditions (“Terms”). If you do not agree, you must discontinue use immediately.

These Terms constitute a legally binding agreement between you and System Alphas. For enterprise or custom engagements, a separate Master Service Agreement (MSA) or Statement of Work (SOW) may supplement these Terms; in the event of conflict, the MSA/SOW shall prevail.

2. Definitions

• “Services” means all AI agent development, workflow automation, n8n integration, RAG implementation, consulting, strategy calls, post-launch support, and related deliverables provided by System Alphas.
• “Deliverables” means the AI agents, workflows, documentation, code, configurations, and other tangible outputs created under an engagement.
• “Client Data” means any data, content, documents, or information provided by Client to System Alphas for the purpose of delivering Services.
• “PHI” means Protected Health Information as defined under the Health Insurance Portability and Accountability Act (HIPAA).
• “Personal Data” means any information relating to an identified or identifiable natural person, as defined under the General Data Protection Regulation (GDPR).

3. Services

3.1 Scope

System Alphas provides custom AI agent development, workflow automation, n8n orchestration, RAG (Retrieval-Augmented Generation) implementation, MCP (Model Context Protocol) integration, and related consulting services. The specific scope, deliverables, timelines, and pricing for each engagement are defined in a project proposal, SOW, or booking confirmation.

3.2 Service Tiers and Pricing

System Alphas offers three service tiers — Starter, Growth, and Scale — varying in scope, number of AI agents, integrations, and support levels. Pricing is not fixed in these Terms and is determined on a per-project basis, confirmed exclusively in a signed Statement of Work (SOW) or project proposal. No price referenced in any marketing material or website shall constitute a binding commitment unless incorporated into a signed SOW.

3.3 Delivery Guarantee

System Alphas guarantees that your AI agent will be live within 4 weeks of project kickoff. If we fail to meet this timeline, we will continue working at no additional charge until the agent is deployed. This guarantee is subject to timely provision of required Client Data, access, and approvals.

4. Client Obligations

• Provide accurate, complete, and timely information, data, and system access required for service delivery.
• Designate a primary point of contact authorized to make project decisions.
• Respond to requests for approval or feedback within 3 business days unless otherwise agreed.
• Ensure that any Client Data shared does not infringe third-party intellectual property rights.
• Maintain the confidentiality of any credentials, API keys, or access tokens shared with System Alphas.
• Comply with all applicable laws, including data protection regulations, when providing Client Data.

5. Payment Terms

5.1 Pricing and Invoicing

All fees are as stated in the applicable proposal, SOW, or pricing page. Unless otherwise agreed in writing, the following payment schedule applies:

• 50% deposit upon project kickoff (non-refundable under all circumstances, as it covers resource allocation, planning, and project initiation costs).
• 50% balance due upon delivery and Client acceptance of the final Deliverables. The balance is refundable, in whole or in part, if the Deliverables do not materially conform to the agreed specifications and System Alphas fails to cure the non-conformities within the applicable cure period.
• For Scale tier engagements, payment milestones are defined in the SOW.

5.2 Payment Disputes and Suspension

No late payment interest or penalty fees apply under these Terms. System Alphas reserves the right to suspend all Services, withhold Deliverables (including source code, agent access, and documentation), and restrict system access at any time in the event of a payment dispute or outstanding balance. Suspension remains in effect until the dispute is resolved to System Alphas’ reasonable satisfaction. System Alphas will provide written notice of suspension and the reasons therefor.

5.3 Taxes

All fees are exclusive of applicable taxes. Client is responsible for all sales, use, VAT, or similar taxes arising from the engagement, except for taxes based on System Alphas’ net income.

6. Intellectual Property

6.1 Client Ownership and Work Made for Hire

Upon full payment, Client owns all custom Deliverables created specifically for Client’s engagement, including custom AI agents, workflow configurations, and documentation. This includes the right to modify, deploy, and extend the Deliverables independently. To the extent permitted by the U.S. Copyright Act (17 U.S.C. § 101), custom Deliverables shall be considered works made for hire for Client. To the extent any Deliverable does not qualify as a work made for hire, System Alphas hereby irrevocably assigns to Client all copyright and intellectual property rights therein, effective upon full payment.

6.2 Company Retained Rights

System Alphas retains ownership of all pre-existing tools, frameworks, methodologies, templates, code libraries, and general know-how used in service delivery (“Company IP”). Client receives a non-exclusive, perpetual, royalty-free license to use any Company IP embedded in the Deliverables solely for Client’s internal business purposes.

6.3 Third-Party Components

Deliverables may incorporate open-source software or third-party components subject to their respective licenses (e.g., n8n’s Sustainable Use License, AI model provider terms). System Alphas will disclose all material third-party dependencies and their license terms.

6.4 Feedback & Portfolio Rights

Any suggestions, ideas, or feedback provided by Client regarding the Services may be freely used by System Alphas to improve its offerings without obligation or compensation to Client. System Alphas shall obtain Client’s prior written consent before referencing Client’s company name, logo, or engagement description in any portfolio, case study, or marketing material.

6.5 Source Code Escrow

Upon Client’s written request and at Client’s expense, the parties may establish a source code escrow arrangement with an independent third-party escrow agent, releasing Deliverable source code to Client if System Alphas ceases business operations or materially fails to deliver contracted support.

7. Confidentiality

Each party agrees to maintain the confidentiality of the other party’s Confidential Information, defined as any non-public information disclosed in connection with the engagement that is designated as confidential or would reasonably be understood to be confidential. Confidential Information does not include information that is publicly available, independently developed, lawfully obtained from a third party, or required to be disclosed by law.

Confidentiality obligations survive termination of the engagement for a period of 3 years, except for trade secrets which are protected indefinitely.

8. Data Protection and Compliance

8.1 GDPR Compliance

Where System Alphas processes Personal Data on behalf of Client (as a Data Processor), the parties will execute a Data Processing Agreement (DPA) that complies with GDPR Article 28. System Alphas will process Personal Data only on Client’s documented instructions, implement appropriate technical and organizational security measures, assist with data subject rights requests, and notify Client without undue delay of any Personal Data breach.

8.2 HIPAA Compliance

If Services involve the processing of PHI, System Alphas will execute a Business Associate Agreement (BAA) prior to accessing any PHI. System Alphas will implement administrative, physical, and technical safeguards as required by the HIPAA Security Rule, use and disclose PHI only as permitted under the BAA, report any Security Incident or Breach of Unsecured PHI as required by the HIPAA Breach Notification Rule, and ensure that any subcontractors with access to PHI also execute BAAs.

8.3 Data Handling Principles

• Client Data remains in Client’s infrastructure unless otherwise agreed in writing.
• System Alphas does not store, retain, or train AI models on Client Data.
• All data processing is limited to the minimum necessary for service delivery.
• Upon engagement termination, System Alphas will return or securely delete all Client Data within 30 days.

8.4 Sub-Processors

System Alphas may use sub-processors (e.g., cloud infrastructure providers, AI model providers) to deliver Services. A current list of sub-processors will be made available upon request. Client will be notified of any material changes to sub-processors with a reasonable objection period.

9. Warranties and Representations

9.1 Company Warranties

System Alphas warrants that:

• Services will be performed in a professional and workmanlike manner consistent with industry standards.
• Deliverables will materially conform to the agreed specifications for 30 days after delivery (60 days for Growth tier; as specified in SOW for Scale tier).
• It has the right and authority to grant the licenses described in Section 6.

9.2 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH HEREIN, SERVICES AND DELIVERABLES ARE PROVIDED “AS IS.” SYSTEM ALPHAS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SYSTEM ALPHAS DOES NOT WARRANT THAT AI AGENTS WILL BE ERROR-FREE, UNINTERRUPTED, OR ACHIEVE SPECIFIC BUSINESS OUTCOMES BEYOND THE AGREED SPECIFICATIONS.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SYSTEM ALPHAS’ TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO SYSTEM ALPHAS IN THE 12 MONTHS PRECEDING THE CLAIM.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, REGARDLESS OF THE THEORY OF LIABILITY.

These limitations do not apply to: (a) breaches of confidentiality obligations, (b) intellectual property infringement, (c) willful misconduct or gross negligence, or (d) liability that cannot be excluded by applicable law (including GDPR and HIPAA penalties for non-compliance).

11. Indemnification

11.1 By System Alphas

System Alphas shall indemnify and defend Client against third-party claims alleging that the Deliverables infringe a third party’s intellectual property rights, provided Client promptly notifies System Alphas and grants reasonable cooperation and control of the defense.

11.2 By Client

Client shall indemnify and defend System Alphas against third-party claims arising from: (a) Client Data or Client’s use of Deliverables in violation of applicable law, (b) Client’s breach of data protection obligations, or (c) Client’s unauthorized modification of Deliverables that causes harm.

12. Term and Termination

12.1 Term

These Terms are effective upon your first use of the Site or engagement of Services and remain in effect until all active engagements are completed or terminated.

12.2 Termination for Convenience

Either party may terminate an engagement with 30 days’ written notice. Upon termination, the initial deposit (50%) remains non-refundable. Client shall pay for all Services performed through the effective date of termination. Any balance payment not yet invoiced shall be adjusted to reflect only completed and accepted work.

12.3 Termination for Cause

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 written notice.

12.4 Effects of Termination

• System Alphas will deliver all completed and in-progress Deliverables.
• All Client Data will be returned or securely deleted within 30 days.
• Sections on IP, Confidentiality, Limitation of Liability, Indemnification, and Governing Law survive termination.

13. Force Majeure

Neither party shall be liable for delays or failures in performance caused by events beyond its reasonable control, including natural disasters, pandemics, government actions, cyberattacks, or failures of third-party infrastructure. The affected party must notify the other party promptly and use reasonable efforts to mitigate the impact.

14. Dispute Resolution

14.1 Negotiation

The parties will attempt to resolve any dispute arising under these Terms through good-faith negotiation for a period of 30 days.

14.2 Arbitration

If negotiation fails, disputes shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in Sheridan, Wyoming, USA, unless the parties mutually agree otherwise.

14.3 EU/UK Consumers

If you are a consumer in the EEA or UK, nothing in these Terms limits your right to bring proceedings in the courts of your country of residence or to participate in alternative dispute resolution procedures available under applicable EU/UK consumer protection law.

15. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Wyoming, USA, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded. For EEA/UK residents, mandatory consumer protection laws of your country of residence shall apply to the extent they provide greater protection than Wyoming law.

16. Acceptable Use

You agree not to use the Site or Services to:

• Violate any applicable law, regulation, or third-party rights.
• Transmit malware, viruses, or harmful code.
• Attempt to gain unauthorized access to our systems or other users’ data.
• Reverse-engineer, decompile, or disassemble any Deliverables beyond what is permitted by law.
• Use AI agents or Deliverables for any purpose that is unlawful, harmful, or discriminatory.
• Resell, sublicense, or redistribute Deliverables without prior written consent.

17. AI-Specific Disclaimers

AI agents and models may produce inaccurate, incomplete, or unexpected outputs. System Alphas implements testing, evaluation scoring, and guardrails to minimize risks, but does not guarantee that AI outputs will be error-free or suitable for all use cases.

Client acknowledges that:

• AI models are provided by third-party providers (e.g., OpenAI, Anthropic, Google) subject to their respective terms of service.
• AI model capabilities, pricing, and availability may change based on third-party provider decisions outside System Alphas’ control.
• Client is responsible for reviewing and validating AI outputs before relying on them for critical business decisions, regulatory submissions, or customer-facing communications.
• System Alphas is not liable for any harm caused by AI outputs that Client deploys without adequate review.

18. Website Terms

The content on the Site is for general informational purposes only. While we strive for accuracy, we do not warrant that all information is current or complete. Case studies and testimonials represent individual client experiences and do not guarantee similar results.

19. Modifications to Terms

System Alphas reserves the right to modify these Terms at any time. Material changes will be communicated via email to active clients and/or a prominent notice on the Site at least 30 days before taking effect. Continued use of the Site or Services after the effective date constitutes acceptance of the modified Terms.

20. AI Regulatory Compliance

Where Services result in AI Systems within the scope of the EU Artificial Intelligence Act (Regulation (EU) 2024/1689), both parties shall meet their respective obligations as provider and deployer. System Alphas will classify AI Systems by risk level, implement transparency disclosures under Article 50, and cooperate with Client on conformity assessments. Client, as deployer, shall assign human oversight, monitor AI System operations, and maintain required logs. Both parties shall comply with applicable U.S. state AI laws including the California AI Transparency Act (SB 942), Illinois HB 3773, and the Colorado AI Act, to the extent applicable.

21. Anti-Corruption and Export Controls

Each party shall comply with all applicable anti-corruption and anti-bribery laws, including the U.S. Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act 2010. Each party shall also comply with all applicable export control and sanctions laws, including the U.S. Export Administration Regulations (EAR), ITAR, and OFAC sanctions, as well as equivalent EU regulations. Client represents that it is not located in, or a resident of, any country subject to comprehensive U.S. or EU sanctions, and is not listed on any denied party or blocked persons list. System Alphas reserves the right to immediately suspend Services if continued performance would violate any export control or sanctions law.

22. Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it enforceable while preserving the parties’ original intent.

23. Entire Agreement

These Terms, together with the Privacy Policy, any applicable DPA, BAA, MSA, SOW, or proposal, constitute the entire agreement between the parties. No oral or written statements outside these documents shall modify or supplement these Terms unless executed in writing by both parties.

24. Contact Information

For questions about these Terms:

Email: contact@systemalphas.com
Phone: +1 (929) 568-8522
Address: System Alphas, 30 N Gould St, Ste R, Sheridan, WY 82801, USA