Terms of Service

These Terms of Service ("Terms") constitute a binding agreement between you ("Client," "you," or "your") and ServiceCaptain ("we," "us," or "our"). By accessing our website, using our services, or entering into a Statement of Work ("SOW") or order form, you agree to be bound by these Terms. If you are acting on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

These Terms apply to our website, the Services we provide, including any SOWs, order forms, pilot engagements, and related deliverables. In the event of a conflict between these Terms and a signed SOW or order form for a specific engagement, the signed SOW or order form will control with respect to that engagement only.

ServiceCaptain provides AI workflow implementation, automation architecture design, integration services, advisory and consulting, ongoing support, and optimization services. Our offerings are tailored to professional services firms and businesses seeking to automate operations and improve efficiency.

The specific scope, timeline, and fees for any engagement are governed by the applicable SOW or order form. We may evolve our service offerings and adjust methods, tools, or technologies over time, provided that we continue to meet our obligations under the applicable SOW or order form.

You agree to provide accurate, timely information, approvals, access to systems and data, and cooperation reasonably necessary for us to perform the Services. You represent that you have lawful rights to provide any data, materials, or instructions you furnish to us, and that your use of the Services will be lawful.

You are responsible for maintaining the security of your credentials and environment on your side. You may not use the Services for illegal activity, infringement of third-party rights, abuse of systems or personnel, reverse engineering of our technology, or competitive misuse where prohibited by contract.

Delays or failures in performance caused by your failure to provide information, approvals, access, or cooperation in a timely manner do not constitute a breach by ServiceCaptain. Timelines and performance obligations may be adjusted accordingly.

Fees are as specified in the applicable SOW or order form. Unless otherwise stated in the SOW, invoices will be issued on a monthly or milestone basis, and payment is due within thirty (30) days of the invoice date (net 30).

Late payments may be subject to interest at the maximum rate permitted by applicable law. You are responsible for all applicable taxes (excluding our income taxes) and reimbursable expenses as set forth in the SOW. If you dispute an invoice, you must notify us in writing within fifteen (15) days of the invoice date, specifying the disputed amount and reason; undisputed amounts remain due.

We may suspend Services upon written notice if payment is overdue. You agree to reimburse reasonable collection costs, including attorneys' fees, for amounts that remain unpaid after demand.

Each party agrees to keep the other's Confidential Information confidential and to use it only for purposes of performing or receiving the Services. "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential. Each party will disclose Confidential Information only to those who need to know it and who are bound by confidentiality obligations at least as protective as these.

Confidential Information does not include information that is publicly available through no fault of the recipient, known to the recipient before disclosure, independently developed without use of the discloser's information, or rightfully received from a third party without restriction. If a party is required by law to disclose Confidential Information, it will give the other party prompt notice when legally permitted so the other party may seek a protective order.

These confidentiality obligations survive for five (5) years after termination. Trade secrets will remain protected for as long as they retain trade secret status.

ServiceCaptain implements reasonable administrative and technical safeguards to protect data processed in connection with the Services. You are responsible for ensuring that your collection and transfer of data to us, and your instructions regarding such data, comply with applicable law.

We do not guarantee absolute security. In the event of a security incident affecting your data, we will notify you within a commercially reasonable timeframe and cooperate in investigating and remediating the incident. For regulated or sensitive data, a separate Data Processing Agreement ("DPA") may be required.

AI-generated outputs can be inaccurate, incomplete, or biased. They require human review before reliance. We do not guarantee specific business outcomes from the use of AI-powered Services. You remain responsible for final decisions, approvals, and compliance with your own legal and regulatory obligations.

High-risk use cases—such as those involving health, finance, or legal determinations—require explicit human oversight. We may change AI models or providers for reliability, security, or performance reasons; we will use reasonable efforts to minimize disruption when doing so.

ServiceCaptain warrants that the Services will be performed in a professional and workmanlike manner. Your exclusive remedy for breach of this warranty is re-performance of the deficient Services, provided you notify us in writing within thirty (30) days of delivery.

Except as expressly stated above, the Services and Deliverables are provided "as is" to the fullest extent permitted by law. We disclaim all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profits, data, revenue, or goodwill. Our aggregate liability for all claims arising from or related to an SOW will not exceed the fees paid or payable by you under that SOW in the twelve (12) months preceding the claim.

These limitations do not apply to: breach of confidentiality, indemnification obligations, willful misconduct or gross negligence (to the extent not prohibited by law), or payment obligations. Some jurisdictions do not allow certain limitations; in such cases, our liability is limited to the maximum extent permitted.

The term begins upon your acceptance or first use of the Services and continues while Services are active under an SOW. Either party may terminate for convenience upon thirty (30) days' written notice, unless the SOW specifies a different period. Either party may terminate for material breach if the breach is not cured within fifteen (15) days of written notice. Either party may terminate immediately if the other becomes insolvent or files for bankruptcy.

Upon termination, you will pay for all work performed through the termination date. Each party will return or destroy the other's Confidential Information. Transition assistance may be provided if agreed in writing and billed separately. Provisions that by their nature should survive (including confidentiality, indemnification, limitation of liability, and dispute resolution) will survive termination.

These Terms are governed by the laws of the Commonwealth of Virginia, without regard to conflict of law principles. Any dispute will be resolved in the courts of Prince William County, Virginia. Before initiating litigation, the parties agree to attempt good-faith negotiation for at least thirty (30) days. Either party may seek injunctive relief in any court of competent jurisdiction for breaches of intellectual property or confidentiality. The prevailing party in any dispute may recover reasonable attorneys' fees and costs to the extent permitted by law.

We may update these Terms from time to time. Changes will be posted on this page with an updated "Last Updated" and "Effective Date." Your continued use of the Services after the Effective Date constitutes acceptance of the revised Terms for future services. Prior executed SOWs remain governed by the Terms in effect at the time of execution unless the parties agree otherwise in writing.

These Terms, together with any SOWs and order forms, constitute the entire agreement. For service-specific conflicts, the SOW or order form prevails over these website Terms. Neither party may assign these Terms without the other's prior written consent, except to an affiliate or in connection with a merger or sale of substantially all assets. The parties are independent contractors. There are no third-party beneficiaries. If any provision is held invalid, the remainder remains in effect. No waiver of any provision is effective unless in writing. Neither party is liable for failure to perform due to causes beyond its reasonable control (force majeure). Notices may be sent by email to the addresses in the SOW or to hello@servicecaptain.ai, with a copy to Vi Ventures for legal notices. You agree to comply with applicable export and sanctions laws. Electronic signatures and counterparts are valid.

ServiceCaptain

Email: hello@servicecaptain.ai

Phone: 202-375-4993