General Terms and Conditions (GTC)
Effective Date: June 22, 2025
Version: 1.1
Provider
KIDA AI LLC – David L. Zhu
State College, PA 16801
United States
Email: david.zhu@kidaai.com
§0 Definitions
- AI agents: Automated, AI-based communication systems used for lead generation or outreach (e‑mail, LinkedIn, etc.).
- Prompt templates: Predefined instruction sets for controlling AI models.
- Third‑party Tools: External services leveraged in delivering the Service (e.g., LinkedIn, n8n, OpenAI, Instantly.AI).
- Lead: A potential business contact relevant to Customer’s marketing or sales.
- Automation: Technical implementation of recurring tasks via digital workflows without manual intervention.
§1 Scope
These GTC govern all services provided by KIDA AI LLC ("Provider") to business clients ("Customer") for the conception, implementation, and support of automated sales processes using AI agents and related services.
Customer’s own terms apply only if expressly accepted in writing by Provider.
These GTC apply exclusively to entrepreneurs and business entities acting in a commercial or professional capacity.
§2 Subject Matter & Service Description
Provider delivers analysis, implementation, and optimization of digital sales processes via AI‑supported systems, including lead generation and outreach through platforms such as LinkedIn, e‑mail, n8n, Instantly.AI, Phantombuster, and similar tools.
The precise scope of work (e.g., account setups, nodes, prompt libraries, API integrations, testing) is defined in each individual proposal or Statement of Work (SOW).
Provider does not guarantee specific economic results; it will exercise industry‑standard care, use proven methodologies, and document outputs transparently (e.g., monthly dashboards, test logs, flow diagrams).
Support, response times, and any SLAs may be set out in a separate written agreement.
Provider may replace or upgrade Third‑party Tools at its discretion, provided contractually‑guaranteed functionality remains equivalent.
Standard support hours are Mon–Fri, 9 AM–5 PM ET; availability or performance guarantees of Third‑party Tools are excluded.
Proofs of work (config exports, reports, logs) will be shared in a suitable format upon Customer request.
No direct contractual relationship is formed between Customer and any Third‑party Tool provider; licensing remains exclusively between Provider and the third party.
§2a Quota‑Based Third‑Party Services
- Where Services rely on quota‑based tools (e.g., ChatGPT tokens, AnyMailFinder credits), the included usage quota is as per the proposal.
- Usage beyond that quota is billable at Provider’s cost plus a 20% handling fee, based on prevailing Third‑party list prices.
- Provider will alert Customer if consumption approaches the quota; Services will not be limited or interrupted without prior consultation.
- For sustained above‑average usage, Provider may offer a higher‑quota plan at an agreed rate.
- Provider assumes no liability for price changes or usage restrictions imposed by Third‑party Tools.
§3 Contract Formation & Term
- Formation
A contract is formed when Customer accepts Provider’s offer in writing, verbally, or electronically (e.g., signed SOW). The “Start Date” is either the date agreed in the SOW or the date on which Provider first begins work. - One‑Off Projects
2.1 If the engagement is a single‑deliverable project, this Agreement terminates upon delivery of the final accepted deliverable and full payment.
2.2 No renewal or further commitment is implied; new work requires a new SOW or proposal. - Ongoing Service Agreements
3.1 If the SOW specifies recurring or managed services, the initial term is twelve (12) months from the Start Date.
3.2 Unless either party gives written notice of non‑renewal at least thirty (30) days before term end, the Agreement automatically renews for twelve‑month periods.
3.3 Either party may terminate for material breach with written notice (e‑mail suffices). - Renewal Reminders
Provider may send a reminder at least fourteen (14) days before term end; failure to send does not affect termination rights.
§4 Customer Cooperation
Customer shall provide all information, access, and approvals needed for Service delivery, promptly and in full. Any delays due to lack of cooperation shift timelines and costs to Customer.
§5 Fees & Payment
- Fees are as set out in the proposal (fixed fee or hourly rates), net of U.S. sales tax where applicable.
- Unless otherwise agreed, full payment is due upon contract signing; installment plans require separate written agreement.
- Provider may invoice in stages for multi‑phase engagements.
- Late payments incur interest at 1.5% per month (or the maximum lawful rate) plus any collection costs.
- Early termination by Customer does not waive payment obligations for Services rendered and committed resources.
§5a Payment via Stripe & Bank Link
Provider uses Stripe (or similar) for card payments and bank‑transfer links for ACH/Wire. Customer authorizes one‑time payments via these links; any bank fees from returns or declines are borne by Customer. Invoices are payable to “KIDA AI LLC” at the address above or via the provided payment link. If payment is more than 10 days past due, Provider may suspend Services until resolution.
§6 Intellectual Property & Rights of Use
All deliverables (prompt templates, scripts, workflows, documents) remain Provider’s copyrighted property. Customer receives a non‑exclusive, non‑transferable license to use deliverables internally for the Contract term. Customer may not reverse‑engineer, redistribute, or create competing solutions from Provider’s work. Both parties treat all collaboration‑related information as confidential for the duration plus three years post‑contract.
§7 Confidentiality
Both parties shall maintain confidentiality of non‑public information for the Contract term and for three years thereafter.
§8 Data Protection & Retention
Provider processes personal data in compliance with U.S. privacy regulations, per its Privacy Policy. Sub‑processors (e.g., Stripe, Zapier, OpenAI) are engaged under appropriate data‑processing agreements. Upon request, Provider will execute a Data Processing Addendum (DPA).
Personal data is deleted within 30 days post‑termination, unless legal retention obligations apply. Project‑related non‑personal data (configs, reports) is archived for 12 months, after which it may be purged unless Customer requests extended retention.
§9 Liability
Provider is liable only for willful misconduct or gross negligence; indirect or consequential damages (lost profits, data loss) are excluded to the extent permitted by law. Liability is capped at the total fees paid under the affected agreement. Provider is not liable for Third‑party Tool outages or API‑limit events but will assist remediation in good faith.
§10 Business‑Only Services
Services are offered exclusively to business entities; consumer (B2C) engagements are excluded unless expressly confirmed in writing by Customer.
§11 Compliance
Customer shall not use Services for illegal, discriminatory, or sanction‑violating activities. Provider may suspend Services immediately upon notice of such violations. Customer shall not distribute illegal, hateful, or violent content via provided systems.
§12 Termination & Offboarding
Upon termination, Provider will deactivate all project assets. Data export or archival is available upon written request within 14 days of termination, subject to an offboarding fee.
§13 Governing Law & Jurisdiction
These GTC are governed by the laws of the Commonwealth of Pennsylvania, USA. Exclusive venue for any disputes is the state or federal courts located in Centre County, Pennsylvania.
§14 Notices
All notices under these GTC shall be sent to david.zhu@kidaai.com or to the Provider’s mailing address above, in writing.
§15 References & Marketing
Provider may list Customer’s name and logo as a reference in marketing materials unless Customer objects in writing. Case studies, testimonials, or quotes require separate written consent.
§16 Severability & Amendments
Invalid provisions are severable; the remainder remains effective. Provider may amend these GTC with 30 days’ notice; Customer may terminate if amendments are unacceptable.