Service Agreement

This Service Agreement (the 'Agreement') is entered into between Universal Tech Inc., a New York State corporation (the 'Provider'), and the client identified in the signed Statement of Work (the 'Client').

AI AutoMationNY (aiautomationny.com) is a promotional website and brand name owned and operated by Universal Tech Inc. AI AutoMationNY is not a separate legal entity. All client engagements, Statements of Work, contracts, invoices, and legal agreements — including this Agreement — are entered into exclusively with Universal Tech Inc. as the contracting party. References to 'AI AutoMationNY' in this Agreement, on the website, or in any marketing materials are trade names and promotional designations of Universal Tech Inc.

This Agreement, together with any signed Statement of Work (SOW), governs every engagement between the Provider (Universal Tech Inc.) and the Client. If anything in an SOW conflicts with this Agreement, the SOW controls for that engagement only. We may update this Agreement from time to time; the version in effect on the SOW signature date governs the engagement.

Each engagement is defined in a written Statement of Work (SOW) signed by both parties before any work begins. The SOW sets out the specific deliverables, milestones, timeline, acceptance criteria, dependencies, pricing, and payment terms for that engagement.

Work outside the SOW scope is billable at the Provider's standard hourly rate ($200/hour as of the last updated date of this Agreement) unless agreed in writing beforehand. The Provider will notify the Client in writing before incurring any out-of-scope work, and the Client's written consent (email is sufficient) is required before that work begins.

Estimates, timelines, and projections in any SOW are based on the Provider's experience with similar engagements and are not guarantees. The Provider will flag any variance from an estimate in writing within 24 hours of identifying it, with a proposed path to resolution.

The Provider warrants that services will be performed in a professional, workmanlike manner consistent with industry standards for AI automation engagements in the New York City market. The Provider commits to the following service levels for active engagements:

• Deployment timeline: single-agent builds ship in 7–14 calendar days from kickoff (the 'NYC Speed Guarantee'); multi-agent Pro engagements ship in 3–6 weeks.
• Production uptime: 99.9% measured monthly for any infrastructure the Provider operates on the Client's behalf (not applicable to third-party infrastructure or the Client's own environment).
• Bug-fix response: critical defects (production down) acknowledged within 2 business hours; non-critical defects within 1 business day.
• Communication: every Client engagement is led by a senior engineer (not an SDR or project manager). The lead engineer is available for scheduled calls and responds to email within 1 business day during the implementation window.
• Implementation support: 30 days post-launch on Starter, 60 days on Growth, and the duration specified in the SOW on Pro and Elite engagements. Post-implementation support is provided on a monthly retainer basis per the Client's tier.

To meet the service levels above, the Client agrees to:

• Provide timely access to the systems, data, accounts, and people the engagement requires (typically within 48 hours of a request).
• Attend scheduled demos and review sessions; the Provider will find times that work for the Client's team.
• Provide prompt feedback on prototypes and deliverables (within 3 business days). Feedback delays pause the deployment clock under the NYC Speed Guarantee.
• Designate a single point of contact for engagement decisions to avoid conflicting instructions.
• Pay invoices on time per the payment terms in the SOW and Section 5 below.
• Provide accurate, complete, and lawful information for use in any AI training, prompting, or workflow automation.
• Treat the Provider's team with respect; the Provider extends the same courtesy.

Late payments accrue interest at 1.5% per month. The Provider may suspend support if an invoice is more than 30 days overdue, though the Provider will reach out by email before any suspension. The Provider does not charge auto-renewal fees; clients cancel any monthly retainer with 30 days' written notice.

• Deposit: 50% of the SOW total is due on SOW signature and before kickoff. The deposit is non-refundable once kickoff has occurred (the Provider has already committed engineering capacity).
• Balance: 50% of the SOW total is due on delivery and acceptance of the SOW deliverables. Acceptance is deemed given if the Client does not raise a written defect within 14 days of delivery.
• Monthly retainers: billed in advance on the 1st of each month. First month is prorated from kickoff.
• Rush delivery (7 calendar days): adds 20% to the SOW total.
• NYC businesses located in the 5 boroughs receive a 25% discount on the SOW total (excluding rush fees and third-party costs). Veterans receive a 50% discount on the SOW total. Discounts cannot be combined — only one discount applies per engagement.
• Out-of-scope work: billed monthly at $200/hour, net 15 days.

On full payment of the SOW total, the Provider assigns to the Client all right, title, and interest in the custom deliverables created for the engagement (the 'Work Product'). The Work Product includes custom code, prompts, knowledge bases, and configurations built specifically for the Client.

The Provider retains all rights in (a) pre-existing tools, frameworks, libraries, and methodologies the Provider brought to the engagement ('Provider Materials'), (b) any general know-how, techniques, or patterns developed during the engagement that are not specific to the Client's business, and (c) any third-party open-source or commercial components used in the Work Product under their respective licenses. The Provider grants the Client a perpetual, royalty-free, worldwide license to use Provider Materials as embedded in the Work Product.

The Provider may reference the engagement in its portfolio, case studies, and marketing materials, including the Client's industry and an anonymized description of the work performed, unless the Client requests otherwise in writing before kickoff. The Provider will never publish the Client's confidential data, prompts, or proprietary information.

The Provider treats all non-public information the Client shares as confidential ('Confidential Information'), including business data, customer information, prompts, code, financial information, and any documents marked confidential. The Provider will sign the Client's standard NDA before kickoff if the Client has one; the Provider will provide its own mutual NDA if the Client does not.

Confidentiality obligations survive the end of the engagement for 5 years. The Provider will not share Confidential Information with other clients, prospective clients, or third parties without the Client's explicit written consent. The Provider may share anonymized, aggregated patterns (e.g., 'NYC law firms typically save 20+ hours/week') but never identifies the Client by name or publishes the Client's data.

Confidential Information does not include information that (a) was already public, (b) becomes public through no fault of the Provider, (c) was independently developed by the Provider without use of the Client's Confidential Information, or (d) was rightfully received from a third party without confidentiality obligations.

The Provider follows industry best practices for data security: encrypted data in transit (TLS 1.2+) and at rest (AES-256), scoped access controls, audit logs, and quarterly security reviews. For HIPAA, FINRA, SEC, or SOC 2 engagements, the Provider signs the appropriate BAAs / DPAs and operates within the Client's compliance boundary.

The Provider never trains foundation models (OpenAI, Anthropic, etc.) on the Client's data. The Provider uses no-training APIs (which guarantee prompts and data are not used to train models) for all Client engagements. The Client's data stays in the Client's environment or in a HIPAA / SOC 2-compliant storage location the Provider controls with a signed BAA / DPA in place.

If the Provider becomes aware of a data breach affecting the Client's information, the Provider will notify the Client within 72 hours and provide a clear description of what happened, what data was affected, and what the Provider is doing about it.

For engagements involving HIPAA, FINRA, SEC, SOC 2, GDPR, or other regulatory regimes, the Provider signs the appropriate BAAs / DPAs and operates within the Client's compliance boundary. Compliance review is a required step in the deployment process for these engagements.

The Provider is SBA-certified Service-Disabled Veteran-Owned Small Business (SDVOSB) and New York State Certified SDVOB. Compliance documentation is available on request and can be included in the Client's procurement file. The Provider's certifications do not by themselves satisfy any Client regulatory obligation; the Client remains responsible for its own compliance.

The Provider warrants that (a) the services will be performed in a professional, workmanlike manner consistent with industry standards, (b) the Work Product will not infringe any third-party intellectual property rights, and (c) the Provider has the authority to assign the Work Product to the Client as described in Section 6.

If the Client identifies a defect in delivered Work Product within 30 days of delivery, the Provider will fix the defect at no cost. This warranty does not cover defects caused by the Client's misuse, modification, or combination of the Work Product with other software, or by changes to the Client's environment after delivery.

The Provider does not warrant specific business outcomes — revenue, hours saved, customer satisfaction, or other measurable business results. Any projections in SOWs are estimates based on the Provider's experience with similar engagements and are not guarantees. AI models are probabilistic; the Provider cannot guarantee any specific accuracy or response from any AI system.

The Provider's total liability for any claim arising from an engagement is limited to the fees the Client paid the Provider for that engagement in the 12 months preceding the claim. The Provider is not liable for indirect, incidental, consequential, special, or punitive damages, including lost profits, lost revenue, lost data, or business interruption.

This limitation does not apply to damages caused by the Provider's gross negligence, willful misconduct, or breach of confidentiality obligations, or to any liability that cannot be limited under applicable law (including certain consumer-protection statutes).

The Client is responsible for backing up its own data and for maintaining its own subscriptions with third-party tools (Zapier, Make, n8n, OpenAI, Anthropic, Stripe, Slack, Salesforce, etc.) used in the engagement. The Provider is not liable for outages, data loss, or service degradation caused by third-party providers.

This Agreement begins on the SOW signature date and continues until the engagement is complete, plus any ongoing monthly retainer period. Either party may terminate the engagement as follows:

• For convenience: with 30 days' written notice. The Client is billed for work completed up to the termination date. The deposit is non-refundable once kickoff has occurred.
• For cause: with 15 days' written notice of a material breach, with an opportunity to cure within that 15-day window. Either party may terminate immediately for the other party's insolvency, bankruptcy, or material breach of confidentiality obligations.
• If the Provider fails to deliver the SOW scope and the Client cancels in writing within 60 days of the missed deadline, the Provider will refund the unearned portion of the deposit. The Provider does not want to keep money it did not earn.
• On termination, the Provider will deliver any Work Product completed up to the termination date (subject to payment of any outstanding invoices) and will provide reasonable transition support at no cost for 14 days.

The Provider is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the Provider and the Client. The Provider's personnel are not the Client's employees and are not entitled to any Client benefits.

The Provider may update this Agreement from time to time. The Provider will post the updated version here and update the 'Last updated' date at the top. For material changes (new payment terms, new liability positions, new confidentiality terms), the Provider will notify current Clients by email at least 30 days before the change takes effect. Engagements in progress on the change date continue under the version in effect when the SOW was signed.

This Agreement is governed by the laws of the State of New York, without regard to its conflict-of-laws principles. Any disputes will be resolved in the state or federal courts located in New York County, New York. The Provider (Universal Tech Inc.) and the Client agree to submit to the personal jurisdiction of these courts.

Before any legal action, the parties will attempt to resolve disputes informally — a good-faith email exchange and a single 30-minute call within 14 days of a written dispute notice. If that doesn't resolve the dispute, the parties will mediate through JAMS or a mutually agreed mediator before filing suit. The prevailing party in any litigation is entitled to recover its reasonable attorneys' fees.

Questions about this Service Agreement? Email hello@aiautomationny.com or call +1 718-500-2221. All legal correspondence should be directed to Universal Tech Inc. at 37-07 74th Street, Suite 8 (3rd FL), Jackson Heights, NY 11372. The Provider will respond within 1 business day and answer any agreement question before the Client signs an SOW — no engagement required to ask.