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Terms of Service

The agreement between you and Neu.ie

Last updated: January 2025

1. Introduction

These Terms of Service ("Terms") govern your use of the services provided by Neu Software LLC, a Delaware corporation doing business as Neu.ie ("we", "us", "our", "Agency"). By engaging our services or using our website, you ("Client", "you") agree to be bound by these Terms.

Please read these Terms carefully before engaging our services. If you do not agree with any part of these Terms, you should not use our services.

2. Services

2.1 Service Description

We provide AI software solutions and consulting services, including but not limited to:

  • AI chatbot development and deployment
  • Workflow automation solutions
  • AI receptionist and appointment booking systems
  • Custom AI integrations and implementations
  • AI strategy consulting

2.2 Project Engagements

For custom projects, we will provide a written proposal or statement of work ("SOW") outlining the scope, deliverables, timeline, and fees. The SOW, together with these Terms, forms the complete agreement between us.

2.3 Revisions and Changes

Each project includes a reasonable number of revisions as specified in the SOW. Revisions beyond the agreed scope, or requests that significantly alter the project direction, may incur additional charges. We will notify you of any additional costs before proceeding.

2.4 Client Cooperation

Successful delivery of our services requires your cooperation. You agree to:

  • Provide all necessary materials, information, and access in a timely manner
  • Respond to requests for feedback or approval within reasonable timeframes
  • Designate a primary point of contact for the project

Delays caused by failure to provide required cooperation may impact project timelines and are not our responsibility.

2.5 Third-Party Services

Our solutions may integrate with or depend on third-party services (e.g., OpenAI, cloud hosting providers). We are not responsible for the availability, performance, or terms of these third-party services. You are responsible for maintaining any required accounts and subscriptions with third-party providers.

3. Payment Terms

3.1 Fees

Fees for our services will be outlined in the proposal or SOW. Unless otherwise agreed in writing:

  • A deposit of 50% is required before work commences
  • The remaining balance is due upon project completion
  • For ongoing services, invoices are issued monthly and due within 14 days

3.2 Late Payments

Invoices not paid within the specified period may be subject to a late fee of 1.5% per month or the maximum rate permitted by law, whichever is lower. We reserve the right to suspend services until outstanding payments are received.

3.3 Taxes

All fees are exclusive of applicable taxes. You are responsible for paying any sales, use, VAT, or other taxes applicable to your purchase, excluding taxes based on our income.

4. Intellectual Property

4.1 Ownership of Deliverables

Upon full payment of all fees, we assign to you all intellectual property rights in the custom deliverables created specifically for your project. This does not include:

  • Pre-existing materials, tools, or frameworks we bring to the project
  • Third-party components or open-source software
  • General methodologies, know-how, and techniques

4.2 License to Pre-Existing Materials

Where our deliverables incorporate pre-existing materials owned by us, we grant you a non-exclusive, perpetual, royalty-free license to use such materials solely as part of the deliverables.

4.3 Client Materials

You retain ownership of all materials you provide to us. You grant us a license to use such materials solely for the purpose of providing our services. You warrant that you have the right to provide these materials and that they do not infringe any third-party rights.

4.4 Portfolio Rights

Unless otherwise agreed in writing, we may reference you as a client and display anonymized or general descriptions of the work in our portfolio and marketing materials. We will not disclose confidential information without your consent.

5. Confidentiality

Both parties agree to keep confidential any proprietary or sensitive information received from the other party during the engagement. This obligation does not apply to information that:

  • Is or becomes publicly available through no fault of the receiving party
  • Was already known to the receiving party before disclosure
  • Is independently developed without use of confidential information
  • Is required to be disclosed by law

6. Termination

6.1 Termination by Client

You may terminate a project at any time by providing written notice. Upon termination:

  • You are responsible for payment for all work completed up to the termination date
  • Any deposits paid are non-refundable unless we have not yet commenced work
  • We will provide you with all completed deliverables for which payment has been made

6.2 Termination by Agency

We may terminate the engagement with 14 days written notice. In such case, we will refund any prepaid fees for work not yet completed. We may terminate immediately without notice if you breach these Terms or fail to pay invoices within 30 days of the due date.

6.3 Effect of Termination

Upon termination, sections relating to intellectual property, confidentiality, limitation of liability, and any accrued payment obligations shall survive.

7. Warranties and Disclaimers

7.1 Our Warranty

We warrant that our services will be performed in a professional and workmanlike manner consistent with industry standards. If deliverables do not materially conform to the agreed specifications, we will, at our option, re-perform the services or refund the fees paid for the non-conforming services.

7.2 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH HEREIN, OUR SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that AI solutions will be error-free, achieve specific results, or meet your particular requirements beyond those explicitly stated in the SOW.

7.3 AI-Specific Disclaimers

AI technologies, by their nature, may produce unexpected or imperfect results. You acknowledge that:

  • AI outputs may require human review and oversight
  • AI models may be updated by their providers, potentially affecting functionality
  • We cannot guarantee specific performance metrics unless explicitly agreed in writing

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

  • OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
  • WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL.

These limitations apply regardless of the theory of liability and even if we have been advised of the possibility of such damages.

9. Indemnification

You agree to indemnify and hold us harmless from any claims, damages, or expenses (including reasonable legal fees) arising from:

  • Your breach of these Terms
  • Your use of the deliverables
  • Materials you provide that infringe third-party rights
  • Your violation of applicable laws or regulations

10. Compliance

You are responsible for ensuring that your use of our services and deliverables complies with all applicable laws, regulations, and industry standards, including but not limited to data protection laws (GDPR, CCPA), consumer protection laws, and any sector-specific regulations.

We are not responsible for reviewing legal matters or ensuring your compliance with advertising, competition, or other regulatory requirements.

11. Governing Law and Disputes

These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict of law principles. Any disputes arising from these Terms or our services shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, with proceedings conducted in English.

12. General Provisions

12.1 Entire Agreement

These Terms, together with any SOW or proposal, constitute the entire agreement between the parties and supersede all prior discussions, negotiations, and agreements.

12.2 Amendments

We may update these Terms from time to time. Material changes will be communicated to active clients. Continued use of our services after changes constitutes acceptance of the updated Terms.

12.3 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.

12.4 Assignment

You may not assign your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations to a successor in the event of a merger, acquisition, or sale of assets.

12.5 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including natural disasters, acts of government, or service provider outages.

13. Contact

If you have questions about these Terms, please contact us:

Neu Software LLC
d/b/a Neu.ie
Email: hello@neu.ie