Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Tesan AI ("Tesan AI," "we," "our," or "us") governing your access to and use of the website located at tesanai.com (the "Site") and any software development, consulting, or related services we provide to you (the "Services").

By accessing the Site, submitting a quote request, booking a demo, creating an account, or engaging our Services, you agree to be bound by these Terms. If you do not agree, you must discontinue use of the Site and Services immediately.

1. Services

Tesan AI designs and develops custom software solutions for small and medium-sized businesses, including but not limited to: websites, mobile applications, client portals, customer relationship management (CRM) systems, data migrations, and custom integrations.

The specific scope, deliverables, timeline, and pricing for any engagement are set forth in a separate written proposal or statement of work ("SOW") agreed to by both parties. These Terms govern all engagements unless expressly superseded in writing by the applicable SOW.

2. Eligibility

You represent and warrant that you are at least 18 years of age, have the legal authority to enter into this agreement on behalf of yourself or the business entity you represent, and that your use of the Services will comply with all applicable laws and regulations.

3. Accounts and Access

Certain features of our platform require you to create an account. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. You agree to notify us immediately at info@tesanai.com if you suspect unauthorized access to your account.

We reserve the right to suspend or terminate accounts that violate these Terms, are used fraudulently, or remain inactive for an extended period.

4. Fees and Payment

4.1 Pricing

Fees for Services are set forth in the applicable SOW or proposal. Quoted prices are in United States dollars unless otherwise stated and are subject to adjustment if the project scope changes after the SOW is executed.

4.2 Payment Terms

Unless otherwise agreed in writing, payment terms are as follows:

• A deposit (typically 50% of the total project fee) is due before work commences.
• The remaining balance is due upon project completion, prior to final delivery of deliverables.
• Recurring service fees (e.g., maintenance, hosting, or subscription plans) are billed on a monthly basis and due on the first day of each billing period.

4.3 Late Payments

Invoices not paid within 15 days of the due date are subject to a late fee of 1.5% per month on the outstanding balance, or the maximum rate permitted by applicable law, whichever is lower. We reserve the right to suspend Services until overdue balances are paid in full.

4.4 Taxes

Fees do not include applicable taxes. You are responsible for any sales, use, value-added, or similar taxes imposed on the Services by any governmental authority.

4.5 Refunds

All deposits are non-refundable once work has commenced. If we are unable to deliver the agreed-upon deliverables due to circumstances within our reasonable control, we will work with you in good faith to resolve the issue, which may include a partial or full credit toward future services.

5. Client Responsibilities

You agree to:

• Provide accurate, complete, and timely information, materials, and approvals necessary for us to perform the Services.
• Designate a point of contact with authority to make decisions on your behalf.
• Review and provide feedback on deliverables within the timeframes specified in the SOW.
• Ensure that any content, images, trademarks, or other materials you supply do not infringe the intellectual property rights of any third party and comply with applicable law.

Delays in your approvals or provision of materials may result in corresponding delays to the project timeline and additional fees if scope expands as a result.

6. Intellectual Property

6.1 Work Product

Upon receipt of payment in full, Tesan AI assigns to you all right, title, and interest in the custom deliverables created specifically for you under the applicable SOW ("Work Product"), including all copyrights therein, to the extent such rights are assignable under applicable law.

6.2 Pre-existing Materials and Tools

Tesan AI retains all rights in pre-existing software, tools, libraries, frameworks, templates, and methodologies ("Background IP") that we incorporate into the Work Product. We grant you a non-exclusive, perpetual, royalty-free license to use the Background IP solely as incorporated into and necessary to operate the Work Product.

6.3 Client Materials

You grant Tesan AI a limited, non-exclusive license to use the materials, content, and data you provide solely to perform the Services during the term of the engagement.

6.4 Portfolio Use

Unless you request otherwise in writing, Tesan AI may reference your business name and describe the general nature of the project in our portfolio or marketing materials. We will not disclose confidential project details or proprietary business information without your consent.

7. Confidentiality

Each party may have access to non-public information of the other party in connection with the Services ("Confidential Information"). Each party agrees to:

• Keep Confidential Information strictly confidential using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.
• Use Confidential Information solely to exercise rights and perform obligations under these Terms.
• Not disclose Confidential Information to any third party without prior written consent, except to employees or contractors who need to know it to perform the Services and are bound by confidentiality obligations at least as protective as these Terms.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of Confidential Information; or (d) is required to be disclosed by law or court order, provided the receiving party gives prompt written notice to the disclosing party to the extent permitted by law.

8. Acceptable Use

You agree not to use the Site or Services to:

• Violate any applicable law, regulation, or third-party right.
• Transmit any content that is unlawful, defamatory, obscene, harassing, or fraudulent.
• Attempt to gain unauthorized access to any part of our systems or networks.
• Introduce malware, viruses, or any other harmful code.
• Interfere with or disrupt the integrity or performance of the Site or Services.
• Reverse engineer, decompile, or otherwise attempt to extract the source code of any proprietary software we provide.

9. SMS Communications

9.1 Opt-In

By providing your mobile phone number on our quote request, demo booking, or other contact forms and submitting the form, you consent to receive text messages (SMS) from Tesan AI. An SMS consent disclosure is displayed inline when you enter your phone number on any such form. Consent to receive SMS is not required as a condition of purchasing any product or service.

When you provide your phone number verbally to our AI receptionist during an inbound call to book an appointment, you consent to receive an SMS appointment confirmation.

9.2 Message Types

Messages may include service notifications, appointment reminders and confirmations, support follow-ups, and account alerts related to active engagements. Message frequency is 2–6 messages per month per active service engagement.

9.3 Rates

Message and data rates may apply. You are responsible for any charges imposed by your mobile carrier.

9.4 Opt-Out

Reply STOP to any SMS message to opt out at any time. You will receive one final confirmation message and no further messages will be sent. Reply HELP for assistance, or contact us at info@tesanai.com.

10. Third-Party Services

The Services may integrate with or rely on third-party platforms such as Stripe, Twilio, Supabase, and Resend. These platforms are governed by their own terms and privacy policies. Tesan AI is not responsible for the operation, availability, or policies of third-party services, and your use of any integrated third-party service is at your own risk.

11. Disclaimer of Warranties

Important — please read carefully

THE SITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. TESAN AI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TESAN AI AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND CONTRACTORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE OR SERVICES, EVEN IF TESAN AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL TESAN AI'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES EXCEED THE GREATER OF: (A) THE TOTAL FEES YOU PAID TO TESAN AI IN THE 12 MONTHS PRECEDING THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100).

Some jurisdictions do not allow the exclusion or limitation of certain warranties or damages. In such jurisdictions, our liability is limited to the greatest extent permitted by applicable law.

13. Indemnification

You agree to indemnify, defend, and hold harmless Tesan AI and its officers, directors, employees, and contractors from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Site or Services in violation of these Terms; (b) your breach of any representation or warranty; (c) your violation of any third-party rights; or (d) any content or materials you provide to us.

14. Term and Termination

These Terms remain in effect for as long as you use the Site or have an active engagement with Tesan AI.

Either party may terminate an engagement by providing written notice as specified in the applicable SOW. In the absence of an SOW provision, either party may terminate with 30 days written notice.

Upon termination: (a) all outstanding fees become immediately due and payable; (b) we will deliver any completed Work Product for which payment has been received in full; and (c) each party will return or destroy the other party's Confidential Information upon request. Provisions of these Terms that by their nature should survive termination (including Sections 6, 7, 11, 12, 13, and 15) will continue in full force and effect.

15. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of New York, without regard to its conflict-of-law principles.

Before initiating formal proceedings, the parties agree to attempt in good faith to resolve any dispute informally. Either party may initiate this process by sending written notice to the other party describing the dispute. The parties will have 30 days from delivery of such notice to reach a resolution.

If informal resolution fails, any dispute arising out of or relating to these Terms or the Services shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, with proceedings conducted in English. Judgment on the arbitration award may be entered in any court of competent jurisdiction. Nothing in this section prevents either party from seeking injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information.

16. General Provisions

15.1 Entire Agreement

These Terms, together with any applicable SOW and our Privacy Policy, constitute the entire agreement between you and Tesan AI with respect to the subject matter herein and supersede all prior and contemporaneous negotiations, representations, and agreements.

15.2 Amendments

We may update these Terms from time to time. We will provide notice of material changes by updating the "Last updated" date at the top of this page and, where appropriate, by email. Your continued use of the Site or Services after the effective date constitutes acceptance of the revised Terms.

15.3 Waiver and Severability

Our failure to enforce any provision of these Terms will not constitute a waiver of that right. If any provision is found to be invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

15.4 Assignment

You may not assign your rights or obligations under these Terms without our prior written consent. Tesan AI may assign these Terms in connection with a merger, acquisition, or sale of substantially all of our assets.

15.5 Force Majeure

Neither party will be liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including acts of God, government actions, labor disputes, or widespread network outages, provided the affected party gives prompt notice and uses reasonable efforts to resume performance.

15.6 Notices

Notices to Tesan AI must be sent by email to info@tesanai.com. Notices to you will be sent to the email address associated with your account.

17. Contact

Questions about these Terms may be directed to: