Terms of Service

Effective Date: March 23, 2026

These Terms of Service ("Terms") govern the engagement between LeakShield Technologies LLC, a Washington State limited liability company, represented by Nico Schöneburg, with its principal place of business at 522 W Riverside Ave #7606, Spokane, WA 99201, USA ("Developer," "we," "us"), and the client engaging our services ("Client," "you"). By accepting a proposal or making a deposit payment, you agree to be bound by these Terms in their entirety.

1. Scope of Services

LeakShield Technologies LLC provides AI development services on a project basis, including but not limited to:

  • AI-powered chatbots and conversational interfaces
  • Voice agents and telephony integrations
  • API integrations and workflow automation
  • Custom AI-driven web and mobile applications
  • AI consulting and technical architecture advisory

All deliverables are provided as white-label solutions, intended for the Client to rebrand, resell, or deploy under their own name to their end customers. The specific scope, features, timeline, and pricing for each engagement are defined in the individual project proposal ("Proposal").

2. Engagement Process

Each engagement follows the process outlined below:

  1. Discovery Call: An initial consultation to understand the Client's requirements, objectives, and constraints. This call is provided at no charge.
  2. Proposal: Based on the discovery call, the Developer will prepare a written Proposal detailing the project scope, deliverables, milestones, timeline, and pricing.
  3. Acceptance: The Client accepts the Proposal in writing (email is sufficient). By accepting the Proposal, the Client also agrees to these Terms of Service.
  4. Deposit: The project commences upon receipt of the deposit payment as specified in Section 3.

3. Payment Terms

  • A non-refundable deposit of 50% of the total project price is due before any work begins. No work will be scheduled or commenced until the deposit has been received.
  • The remaining 50% is due upon delivery and acceptance of the final deliverables, or upon deemed acceptance as described in Section 7.
  • All invoices are payable within 14 calendar days of the invoice date.
  • Late payments are subject to interest at a rate of 1.5% per month (18% per annum) on the outstanding balance, calculated from the due date.
  • All prices are quoted and payable in Euros (EUR), unless otherwise specified in the Proposal.
  • The Client is responsible for any bank transfer fees, currency conversion costs, or transaction fees associated with payments.

4. Intellectual Property

  • Upon receipt of full payment, all intellectual property rights in the project-specific deliverables transfer to the Client. This includes source code, designs, documentation, and any custom-built components created exclusively for the Client's project.
  • The Client receives a full white-label license and may rebrand, modify, sublicense, and resell the deliverables without restriction.
  • The Developer retains the right to use general techniques, methodologies, tools, and non-proprietary knowledge gained during the engagement. This does not include any Client-specific code, business logic, or proprietary data.
  • The Developer may reference the general type and category of the project (e.g., "AI chatbot for a digital agency") in their portfolio, marketing materials, and case studies, without naming the Client, unless the Client provides written consent or unless the parties agree otherwise.
  • Prior to full payment, all deliverables and work product remain the sole property of the Developer.

5. Scope Changes

  • The Proposal defines the agreed scope. Any requests for features, functionality, or deliverables outside the original scope constitute a change request.
  • Change requests must be submitted in writing and will be evaluated by the Developer. The Developer will provide a separate quote for the additional work, including adjusted timelines and costs.
  • No work on change requests will commence until the Client approves the supplementary quote in writing.
  • Approved scope changes may result in adjustments to the project timeline. The Developer will communicate revised timelines promptly.

6. Revisions and Feedback

  • Each project milestone includes two (2) rounds of revisions at no additional cost. A revision round is defined as a consolidated set of feedback addressing the current milestone's deliverables.
  • Additional revision rounds beyond the included two are billed at €150 per hour.
  • The Client must provide feedback within five (5) business days of receiving a deliverable or milestone for review. Failure to provide timely feedback may result in project delays, for which the Developer is not responsible.
  • Feedback should be specific, consolidated, and actionable. Contradictory or ambiguous feedback may require a clarification call, which does not count as a revision round.

7. Acceptance and Delivery

  • Upon delivery of a milestone or the final deliverables, the Client has seven (7) calendar days to review the work and report any issues or deficiencies relative to the agreed scope.
  • If the Client does not provide written feedback or a rejection notice within the seven-day review period, the deliverables are deemed accepted.
  • Acceptance of the final deliverables — whether express or deemed — triggers the obligation to pay the remaining balance in accordance with Section 3.
  • Rejection of deliverables must include a detailed, written description of the specific deficiencies relative to the agreed scope. The Developer will address legitimate deficiencies within a reasonable timeframe.

8. Post-Delivery Bug Support

  • The Developer provides fourteen (14) calendar days of complimentary bug support following final acceptance of the deliverables.
  • A "bug" is defined as a defect or malfunction that constitutes a deviation from the agreed specifications outlined in the Proposal. Requests for new features, enhancements, or changes in functionality do not qualify as bugs.
  • Bug reports must include clear reproduction steps and a description of the expected versus actual behavior.
  • After the support period expires, ongoing maintenance, support, and further development are available under a separate retainer agreement, to be negotiated between the parties.

9. Cancellation

  • The Client may cancel the engagement at any time by providing written notice (email is sufficient).
  • The deposit is non-refundable under all circumstances.
  • In the event of cancellation, the Developer will invoice the Client for all work completed up to the date of cancellation at the proportional project rate, less the deposit already paid. If the value of completed work exceeds the deposit, the difference is due within 14 days.
  • Any partially completed or undelivered work product remains the exclusive property of the Developer until full payment for all completed work has been received.
  • The Developer reserves the right to cancel an engagement if the Client is in material breach of these Terms, including but not limited to non-payment, after providing 14 days' written notice and an opportunity to cure.

10. Confidentiality

  • Both parties agree to keep all project-related information, including but not limited to business strategies, technical specifications, proprietary data, and commercial terms, strictly confidential.
  • The white-label nature of the engagement is confidential. Neither party will disclose the Developer's involvement in the Client's products to third parties without prior written consent.
  • Confidentiality obligations survive the termination of the engagement and remain in effect indefinitely.
  • A formal Non-Disclosure Agreement (NDA) is available upon request and may be executed prior to the discovery call if the Client requires it.

11. Limitation of Liability

  • The Developer's total aggregate liability arising from or related to any engagement shall not exceed the total project value as stated in the accepted Proposal.
  • In no event shall the Developer be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of revenue, loss of profits, loss of data, loss of business opportunities, or reputational harm, regardless of the theory of liability.
  • The Client is solely responsible for ensuring that their use and deployment of the deliverables complies with all applicable laws, regulations, and industry standards, including but not limited to data protection, consumer protection, and AI-related regulations.
  • The Developer makes no warranties, express or implied, regarding the fitness of deliverables for any specific purpose beyond the agreed scope.

12. Third-Party Services

  • Projects may rely on third-party services, platforms, and APIs (e.g., OpenAI, Anthropic, AWS, Google Cloud, Twilio, etc.). The Client acknowledges and agrees that:
  • All ongoing API costs, subscription fees, and usage charges for third-party services are the sole responsibility of the Client following project handoff.
  • The Developer is not liable for service interruptions, API changes, deprecations, pricing changes, or policy modifications made by third-party providers.
  • The Developer will make reasonable efforts to document third-party dependencies and configuration requirements as part of the project handoff.

13. Governing Law and Dispute Resolution

  • These Terms and any engagement governed by them shall be construed in accordance with the laws of the State of Washington, USA, without regard to its conflict of laws provisions.
  • In the event of a dispute, the parties agree to first attempt resolution through good-faith negotiation for a period of thirty (30) days from written notice of the dispute.
  • If negotiation fails, disputes shall be resolved through binding arbitration administered in Spokane, Washington, in accordance with the rules of the American Arbitration Association. The arbitrator's decision shall be final and binding.
  • Each party shall bear its own costs and attorney's fees, unless the arbitrator determines otherwise.

14. Miscellaneous

  • These Terms, together with the applicable Proposal, constitute the entire agreement between the parties and supersede all prior or contemporaneous communications, whether written or oral.
  • If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
  • No waiver of any provision shall be deemed a continuing waiver or a waiver of any other provision.
  • These Terms may only be amended in writing, signed or acknowledged by both parties.

LeakShield Technologies LLC
522 W Riverside Ave #7606
Spokane, WA 99201, USA
Contact: legal@leaksshield.com