01Services
Konnectlinks designs, builds, deploys, and supports custom AI automation systems, including workflow automation (such as n8n workflows), AI agents, integrations between third-party software, lead-handling systems, and related consulting, training, and managed services. The specific Services to be provided to you will be described in one or more Statements of Work, proposals, order forms, or written engagement summaries (each, an "SOW"). These Terms apply to every SOW unless an SOW expressly modifies a specific provision.
02Statements of Work; Engagement Terms
Each SOW will identify, at minimum, the scope of work, deliverables, timeline, fees, payment schedule, and any assumptions or out-of-scope items. If there is a conflict between an SOW and these Terms, the SOW controls for that engagement, but only to the extent of the conflict.
Changes to scope ("Change Orders") must be agreed in writing (email is acceptable). Konnectlinks may decline change requests that materially alter scope without a corresponding adjustment to fees or timeline.
03Client Responsibilities
To enable Konnectlinks to perform the Services, you agree to:
- Provide accurate, complete, and timely information, materials, credentials, and feedback;
- Grant Konnectlinks the access required to your accounts, systems, and tools (including but not limited to email, CRM, SMS, calendar, and payment systems) using least-privilege credentials wherever feasible;
- Comply with the terms of service, acceptable-use policies, and privacy policies of any third-party platform we connect on your behalf;
- Obtain all consents, authorizations, and disclosures required by law from your end-users, customers, employees, and other data subjects before their data is processed through any system we build;
- Promptly review deliverables and provide written acceptance or feedback within any review period stated in the SOW (failing which deliverables are deemed accepted);
- Pay all fees when due.
You acknowledge that delays caused by your failure to perform the foregoing may extend project timelines and may incur additional fees at Konnectlinks's standard hourly rate.
04Fees, Invoicing, and Refunds
Fees. Fees are stated in the applicable SOW and are exclusive of taxes (other than taxes on Konnectlinks's net income). Unless an SOW provides otherwise, Konnectlinks may require an upfront deposit, milestone payments, or a monthly retainer.
Invoicing and payment. Invoices are due upon receipt unless the SOW states otherwise. Past-due amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Konnectlinks may suspend Services, withhold deliverables, or terminate this agreement if payment is overdue by more than fifteen (15) days.
Refunds. Except where required by law, fees are non-refundable once a milestone is delivered or a billing period has begun. Where an SOW provides for a satisfaction guarantee, the SOW controls.
Third-party costs. You are solely responsible for fees charged by third-party platforms used to deliver the Services (for example, n8n Cloud, OpenAI, Anthropic, Twilio, Stripe, Google Workspace), unless the SOW expressly bundles those costs.
05Intellectual Property; Ownership of Deliverables
Pre-existing IP. Each party retains all right, title, and interest in any intellectual property it owned before this engagement or develops independently outside this engagement.
Deliverables. Upon your full payment of all fees due under the applicable SOW, Konnectlinks assigns to you all right, title, and interest in the project-specific Deliverables it produces for you under that SOW, including the custom workflows, code, prompts, configurations, and documentation specifically built for your business ("Deliverables"). Until full payment is made, Konnectlinks retains all rights in the Deliverables.
Konnectlinks Tools. Notwithstanding the foregoing, Konnectlinks retains all right, title, and interest in (i) its underlying methodologies, frameworks, templates, libraries, generic prompts, reusable code components, and know-how, whether developed before or during your engagement; and (ii) any tools, software, or services developed by Konnectlinks for general use rather than specifically for you (collectively, "Konnectlinks Tools"). Konnectlinks grants you a perpetual, worldwide, royalty-free, non-exclusive license to use Konnectlinks Tools to the extent embedded in the Deliverables, solely for your internal business operations.
Client Data and AI inputs/outputs. As between the parties, you own all data, content, and materials you provide to Konnectlinks ("Client Data") and all outputs generated by AI systems we operate on your behalf using your Client Data ("Outputs"). You are solely responsible for the legality, accuracy, and appropriateness of Client Data and Outputs, including any decision to publish, send, or otherwise act on them.
Portfolio rights. Unless an SOW provides otherwise, Konnectlinks may identify you as a client and describe the work performed (at a general level, without disclosing Confidential Information) in its portfolio, marketing materials, and case studies.
06Use of AI and Third-Party Providers
The Services are built on, and depend on, third-party platforms and AI providers including but not limited to OpenAI, Anthropic, Google, n8n, Twilio, Stripe, and similar providers (each, a "Subprocessor"). When Konnectlinks operates the Services on your behalf, your data and the data of your end-users may be transmitted to and processed by these Subprocessors.
You acknowledge and agree that:
- Your use of any portion of the Services that incorporates a Subprocessor is also subject to that Subprocessor's then-current terms of service, acceptable-use policies, and privacy policies;
- AI Outputs are generated probabilistically and may be inaccurate, incomplete, misleading, or offensive. AI is not a substitute for professional advice (medical, legal, financial, or otherwise), and you must independently verify AI Outputs before relying on them for any consequential decision;
- Konnectlinks does not warrant that AI Outputs will be free of "hallucinations," bias, or factual errors;
- You are solely responsible for the use of AI Outputs in your business, including for compliance with laws governing automated decision-making, transparency, and discrimination;
- Konnectlinks is not liable for outages, errors, rate limits, or policy changes by any Subprocessor.
A current list of Subprocessors is available in our Privacy Policy at konnectlinks.com/privacy.
07Acceptable Use
You agree not to use the Services, and not to permit any third party to use the Services, to:
- Violate any law, regulation, court order, or third-party right;
- Send unsolicited commercial communications or violate the Telephone Consumer Protection Act ("TCPA"), CAN-SPAM Act, or similar law;
- Send messages to recipients who have not provided prior express written consent, or who have opted out;
- Engage in illegal, fraudulent, deceptive, harassing, or abusive activity;
- Infringe or misappropriate any intellectual property, publicity, or privacy right;
- Generate or distribute content that is defamatory, sexually exploitative of minors, or that incites violence;
- Attempt to reverse engineer, decompile, or extract source code from Konnectlinks Tools, except to the extent expressly permitted by applicable law;
- Use the Services to compete with Konnectlinks's automation-agency business by reselling Konnectlinks Tools as a standalone service.
Konnectlinks may suspend or terminate Services for any actual or suspected violation of this Section.
08Confidentiality
"Confidential Information" means non-public business, technical, or financial information disclosed by one party to the other in connection with the Services and reasonably understood to be confidential, including SOWs, pricing, customer lists, technical architecture, and Client Data. Each party will (i) use the other party's Confidential Information solely to perform under these Terms; (ii) protect it with the same degree of care it uses for its own Confidential Information (and no less than a reasonable standard of care); and (iii) not disclose it to any third party except to its employees, contractors, and Subprocessors who have a need to know and who are bound by confidentiality obligations no less protective than this Section. Confidentiality obligations survive termination for five (5) years, except that obligations relating to trade secrets survive for so long as such information remains a trade secret.
09Data Protection and Privacy
Konnectlinks processes personal data on your behalf as a "service provider" or "processor" (as those terms are defined under the Texas Data Privacy and Security Act, California Consumer Privacy Act, EU and UK General Data Protection Regulations, and similar laws). Our processing of personal data is described in our Privacy Policy, which is incorporated by reference. For engagements involving substantial volumes of personal data, the parties will execute a separate Data Processing Addendum ("DPA") on request.
You represent and warrant that you have provided all required notices and obtained all required consents from data subjects before transmitting their personal data to Konnectlinks or any Subprocessor.
10Communications and SMS
If Konnectlinks operates SMS, email, or voice-calling workflows on your behalf (including using Twilio, Telnyx, or similar carrier services), you are the "sender" for purposes of TCPA, CAN-SPAM, CTIA messaging principles, and other applicable law. You alone are responsible for:
- Obtaining and retaining proof of prior express written consent from each recipient;
- Honoring opt-out requests within statutory timeframes;
- Including required identification, opt-out, and HELP language in messages;
- Complying with the carrier's content restrictions and message frequency disclosures;
- Completing and maintaining all required toll-free verification, 10DLC brand and campaign registration, and the like.
By engaging Konnectlinks to build or operate communications workflows, you authorize Konnectlinks to act as your service provider in configuring those workflows according to your instructions, but Konnectlinks does not have an independent obligation to verify the legality of your messaging program.
11Warranties and Disclaimers
Konnectlinks warrants that it will perform the Services in a professional and workmanlike manner consistent with industry standards. As your sole and exclusive remedy for breach of this warranty, Konnectlinks will re-perform the non-conforming Services at no additional charge, provided you notify Konnectlinks in writing within thirty (30) days after the deficiency arises.
Except as expressly set forth in these Terms, the Services, Deliverables, and any AI Outputs are provided "as is" and "as available," and Konnectlinks disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and any warranties arising from a course of dealing or usage of trade. Konnectlinks does not warrant that the Services will be uninterrupted, error-free, or secure, that defects will be corrected, or that AI Outputs will be accurate or reliable.
Some jurisdictions do not allow the disclaimer of certain warranties; in those jurisdictions, the foregoing disclaimers apply only to the extent permitted.
12Limitation of Liability
Exclusion of consequential damages. To the maximum extent permitted by applicable law, neither party will be liable to the other for any indirect, incidental, special, consequential, punitive, exemplary, or enhanced damages, or for any loss of profits, revenue, data, goodwill, or business opportunity, arising out of or related to these Terms or the Services, even if advised of the possibility of such damages.
Liability cap. Each party's total aggregate liability arising out of or related to these Terms will not exceed the fees paid or payable by you to Konnectlinks under the applicable SOW in the twelve (12) months immediately preceding the event giving rise to the liability.
Carve-outs. The foregoing limitations do not apply to (i) your obligation to pay fees; (ii) either party's breach of confidentiality obligations; (iii) either party's indemnification obligations; or (iv) liability that cannot be limited under applicable law (such as for gross negligence, willful misconduct, or fraud).
13Indemnification
By Konnectlinks. Konnectlinks will defend, indemnify, and hold you harmless from third-party claims alleging that the Deliverables, as delivered by Konnectlinks and used within the scope of these Terms, infringe a U.S. patent, copyright, or trademark of that third party, and will pay any damages or settlements finally awarded in such a claim. This obligation does not apply to claims arising from (i) Client Data, (ii) modifications made by you or a third party, (iii) combinations of the Deliverables with other software or systems not provided by Konnectlinks, or (iv) use of the Deliverables outside the scope contemplated by the SOW.
By Client. You will defend, indemnify, and hold Konnectlinks harmless from any third-party claim arising out of or related to (i) Client Data, (ii) your use of the Deliverables or AI Outputs, including any decisions made or actions taken based on AI Outputs, (iii) your violation of law or the rights of a third party (including TCPA, CAN-SPAM, GDPR, and consumer-protection laws), or (iv) your breach of these Terms.
Procedure. The indemnified party will (a) promptly notify the indemnifying party of the claim, (b) tender sole control of the defense and settlement to the indemnifying party (provided that the indemnifying party will not settle any claim in a manner that imposes a non-monetary obligation on the indemnified party without prior written consent), and (c) reasonably cooperate at the indemnifying party's expense.
14Term and Termination
These Terms are effective as of the date you first accept them and remain in effect until terminated. Either party may terminate an SOW or these Terms (i) for convenience on thirty (30) days' written notice, (ii) immediately on written notice if the other party materially breaches these Terms and fails to cure within fifteen (15) days after written notice of the breach, or (iii) immediately on written notice if the other party becomes insolvent or files for bankruptcy.
Upon termination: (a) you will pay all fees accrued through the effective date of termination, including for work-in-progress; (b) Konnectlinks will deliver the work product completed through the effective date of termination upon your payment of those fees; (c) each party will return or destroy the other party's Confidential Information; and (d) Sections 4–9 and 11–18 survive termination.
15Governing Law and Disputes
These Terms are governed by the laws of the State of Texas, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
The parties will first attempt to resolve any dispute informally through good-faith discussion. If the dispute is not resolved within thirty (30) days, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Harris County, Texas, and waive any objection to such jurisdiction or venue. Each party waives any right to a jury trial.
Notwithstanding the foregoing, either party may seek equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.
16Changes to These Terms
Konnectlinks may update these Terms from time to time. If we make a material change, we will notify you by email or by posting a notice on konnectlinks.com at least fifteen (15) days before the change takes effect. Continued use of the Services after the effective date of the updated Terms constitutes acceptance.
17Miscellaneous
Entire agreement. These Terms, together with any SOWs and policies referenced herein, constitute the entire agreement between the parties regarding the Services and supersede all prior agreements on the same subject.
Assignment. You may not assign these Terms without Konnectlinks's prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets. Konnectlinks may assign these Terms freely.
Independent contractors. The parties are independent contractors. Nothing in these Terms creates an agency, partnership, joint venture, or employment relationship.
Notices. Notices to Konnectlinks must be sent to support@konnectlinks.com. Notices to you may be sent to the email address on file.
Force majeure. Neither party is liable for any delay or failure caused by events beyond its reasonable control, including acts of God, war, terrorism, riots, internet or telecommunications outages, or third-party service provider failures.
Severability. If any provision of these Terms is held unenforceable, the remaining provisions remain in effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.
No waiver. A party's failure to enforce any provision is not a waiver of that provision.
Headings. Headings are for convenience and do not affect interpretation.
18Contact
Questions about these Terms? Contact us at:
Konnectlinks Consulting
Email: support@konnectlinks.com
Website: konnectlinks.com