Terms & Conditions

These Terms and Conditions (“Terms”) form a legally binding agreement between Prestige Digital Services (“Prestige,” “PDS,” “we,” “us,” or “our”) and the client named in the applicable quotation, proposal, statement of work, purchase order, invoice, email approval, online approval, or other written engagement document (“Client,” “you,” or “your”).

By signing a quotation, proposal, statement of work, invoice, acceptance form, or these Terms, by approving work by email, WhatsApp, message, purchase order, payment, verbal instruction later confirmed by conduct, or by instructing Prestige to begin or continue work, Client agrees to be bound by these Terms. If Client does not agree to these Terms, Client must not engage Prestige or request that Prestige commence work.

Each accepted quotation, proposal, statement of work, invoice, written approval, or engagement document, together with these Terms, forms the “Contract.”

1. Services and Contract Documents

1.1 Scope of Services

Prestige provides digital marketing, digital transformation, technology, and consultancy services, which may include, without limitation, strategy, search engine optimization, paid media, Meta/Google advertising management, social media management, email marketing, analytics, branding, web design and development, content creation, hosting setup, software configuration, AI automation, workflow design, systems integration, data processing, prompt design, automation architecture, operational documentation, training, advisory, consultancy services, and related services.

The specific scope, deliverables, timeline, assumptions, commercial terms, fees, hourly rates, ownership position, license rights, acceptance criteria, minimum commitment, cancellation terms, and handover obligations shall be set out in the applicable quotation, proposal, statement of work, invoice, or other written engagement document.

1.2 Order of Precedence

If there is any inconsistency between an SOW, quotation, proposal, invoice, or similar engagement document and these Terms, the SOW, quotation, proposal, or invoice shall prevail only to the extent of the inconsistency.

For the avoidance of doubt, no proposal, quotation, SOW, email, chat, project communication, workflow export, deployment artifact, handover note, administrative access, screen recording, demonstration, or operational cooperation shall transfer ownership of any Prestige Background IP, Automation IP, workflows, source files, prompts, schemas, technical processes, configurations, methods, know-how, or proprietary systems unless it expressly states in clear words that “Ownership of the identified Automation IP transfers to Client,” specifically identifies the asset being transferred, and is signed by an authorized representative of Prestige.

1.3 Acceptance and Authority

Client confirms that any person instructing Prestige, approving a proposal, requesting changes, attending project meetings, providing access, approving deliverables, or directing work on Client’s behalf is authorized to bind Client unless Client gives Prestige written notice to the contrary before Prestige relies on such instruction.

Prestige may rely on approvals, instructions, confirmations, and directions received by email, WhatsApp, text message, call followed by conduct, meeting confirmation, payment, or continued cooperation.

1.4 Proposals and Validity

Unless otherwise stated, proposals and quotations are valid for the period stated in the proposal or, if no period is stated, for fifteen (15) calendar days. A proposal is not binding on Prestige unless accepted by Client and confirmed by Prestige, and Prestige may withdraw or revise any proposal before acceptance.

Any proposal not accepted or not paid according to its payment terms may be withdrawn by Prestige. If a project is discussed but no final agreement is reached, Client shall have no right to demand deliverables, workflows, source files, strategic documents, technical materials, concepts, or work product relating to that proposed project.

1.5 Change Requests and Scope Creep

Any work requested outside the agreed scope must be agreed in writing before Prestige is required to perform it. Out-of-scope requests may affect fees, timelines, deliverables, acceptance criteria, dependencies, and project feasibility.

Prestige may treat repeated meetings, additional review cycles, additional integrations, additional reports, changes in business logic, redesign requests, platform changes, new stakeholders, additional documentation, or requests to rebuild or replatform as change requests.

1.6 Method of Performance and Technology Stack

Prestige has sole discretion to determine the tools, technology stack, frameworks, platforms, hosting environment, themes, plugins, models, AI services, automation engines, integration methods, coding methods, and implementation approach used to deliver the scope, provided the delivered output materially meets the agreed SOW requirements.

If Client requires a specific platform, provider, theme, plugin, model, hosting provider, database, automation engine, AI model, or technical constraint, it must be expressly stated in the SOW. Otherwise, Client may not later require Prestige to rebuild, replatform, or reengineer deliverables at no cost.

1.7 SEO Not Included Unless Explicit

SEO, including technical SEO, on-page SEO, content optimization, link building, local SEO, and off-site SEO, is not included in web design, development, automation, or consultancy services unless expressly stated in the SOW with defined SEO deliverables.

1.8 No Legal, Financial, Tax, Cybersecurity, or Compliance Advice

Prestige does not provide legal, financial, accounting, tax, cybersecurity, regulatory, employment, medical, or professional compliance advice. Client is responsible for obtaining independent professional advice and ensuring compliance with applicable laws, provider terms, and industry rules in all jurisdictions where Client operates or where Client data is processed.

2. Fees, Expenses, Consultancy Services, and Payment

2.1 Fees

Fees are as set out in the Contract. Fixed fees assume the scope, assumptions, dependencies, and client cooperation stated in the Contract. Any material change may require a revised quote, additional invoice, or change order.

2.2 Project Fees

Unless otherwise stated in the SOW, project fees are invoiced as follows:

(a) fifty percent (50%) upon acceptance to commence work; and
(b) fifty percent (50%) upon substantial completion and before go-live, transfer, delivery, activation, production deployment, handover, migration, or release of license rights.

Prestige is not required to deliver final files, source files, workflows, credentials, exports, technical documentation, handover assistance, or production deployment until all amounts due are paid in full.

2.3 Monthly Retainers and Minimum Commitments

Monthly retainers are invoiced in advance and payable within fourteen (14) days of invoice date unless otherwise stated.

Where a minimum commitment is stated, Client remains liable for all fees due during the minimum commitment period even if Client stops using the services, removes access, changes credentials, terminates early, or prevents Prestige from performing.

Termination or discontinuation before the end of a minimum commitment does not release Client from payment of the remaining committed period, unless Prestige agrees otherwise in a signed writing.

2.4 Hourly Consultancy Services

Consultancy, advisory, training, troubleshooting, audit, support, strategy, technical review, meetings, calls, analysis, reporting, documentation, implementation assistance, emergency support, and similar work may be billed on an hourly basis.

Unless otherwise stated in writing:

(a) hourly work is billed at Prestige’s then-current hourly rate;
(b) time is billed in increments of fifteen (15) minutes;
(c) meetings and calls are subject to a minimum charge of one (1) hour;
(d) preparation, research, review, follow-up notes, internal analysis, project management, email correspondence, technical testing, documentation, and post-meeting actions are billable;
(e) estimates of hours are estimates only and are not fixed-fee caps unless expressly stated as a fixed cap in writing;
(f) urgent, weekend, public holiday, or after-hours work may be billed at 1.5x the standard hourly rate unless otherwise agreed;
(g) cancelled or rescheduled meetings with less than twenty-four (24) hours’ notice may be billed for the scheduled time or one (1) hour, whichever is lower; and
(h) Client shall pay for all hours reasonably incurred, whether or not Client implements the advice or recommendations.

2.5 Prepaid Hours and Retainers

If Client purchases prepaid hours, those hours are consumed first against billable time. Unless otherwise stated in writing, prepaid hours are non-refundable and expire ninety (90) days from purchase.

Unused prepaid hours do not include third-party expenses, ad spend, software subscriptions, hosting, API charges, or out-of-pocket costs unless expressly agreed.

2.6 Invoice Disputes

Client must dispute any invoice in writing within five (5) business days of the invoice date, stating the specific disputed item and the reason for dispute. Any invoice not disputed within that period is deemed accepted.

Client must pay all undisputed amounts when due. Client may not withhold payment of undisputed amounts because of a dispute over another invoice, deliverable, project, or alleged counterclaim.

2.7 Late Payment

Prestige may suspend services, support, access, hosted environments controlled by Prestige, credentials, license rights, delivery, handover, production activation, migration, or further work for unpaid amounts after five (5) days’ written notice.

Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum amount permitted by law, plus reasonable collection costs, attorney fees, arbitration fees, court fees, and enforcement costs.

2.8 Expenses and Third-Party Costs

Client will reimburse pre-approved out-of-pocket expenses, including stock assets, licensed themes, plugins, software, third-party tools, AI/API charges, hosting, domains, travel, specialist subcontractors, cloud infrastructure, SMS/telephony charges, and similar costs.

Advertising spend is paid directly by Client to the advertising platform unless otherwise agreed. Prestige is not responsible for funding Client’s ad spend or third-party subscriptions.

2.9 Taxes and Withholding

Fees are exclusive of taxes, VAT, duties, sales taxes, bank charges, transfer charges, or withholding taxes. If withholding is required by law, Client shall gross up the payment so Prestige receives the full net amount invoiced, unless prohibited by law.

2.10 No Set-Off or Chargeback

Client shall not set off, deduct, withhold, reverse, or charge back amounts owed to Prestige because of alleged claims or counterclaims unless agreed in writing or ordered by a competent court or arbitral tribunal.

Any chargeback or payment reversal after services have commenced is a material breach.

3. Client Responsibilities

3.1 Access, Materials, and Cooperation

Client shall provide timely access, credentials, approvals, brand assets, business information, data, content, source materials, product information, pricing, policies, and accurate instructions necessary for delivery.

Delays, missing information, inaccurate instructions, internal disagreement, stakeholder changes, or lack of cooperation may extend timelines and may result in additional fees.

3.2 Client Content and Data Responsibility

Client is responsible for all content, claims, offers, promotions, prices, warranties, policies, recordings, prompts, datasets, documents, instructions, and materials supplied by or on behalf of Client.

Client represents that it has all rights, permissions, lawful bases, notices, consents, and authority required to provide and permit Prestige to use such materials.

3.3 Recording, Transcription, and Privacy Compliance

Where services involve call recording, audio recording, transcription, AI processing, storage, summarization, extraction, routing, emailing, SMS, CRM entry, or customer communication, Client is solely responsible for obtaining and maintaining all required notices, disclosures, consents, permissions, and lawful bases under applicable privacy, communications, employment, consumer protection, marketing, and data-protection laws.

3.4 Approvals and Feedback

Where Prestige submits deliverables for review, Client shall approve or provide one consolidated set of feedback within five (5) business days. If Client does not respond within that period, the deliverable may be deemed accepted for milestone, billing, and delivery purposes.

Any productive use, deployment, publication, activation, live use, customer-facing use, or business use of a deliverable constitutes acceptance.

3.5 No Subjective Satisfaction Guarantee

Unless expressly stated in the SOW, Prestige does not provide any subjective satisfaction guarantee. Client dissatisfaction alone does not excuse payment for work performed.

If an SOW includes acceptance criteria, acceptance shall be based only on objective conformity with those criteria, not on subjective preferences, later changes of mind, new stakeholder opinions, or expanded expectations.

3.6 Single Point of Contact

Client shall appoint one primary contact authorized to provide instructions and approvals. Prestige may rely on that contact’s instructions and is not responsible for Client’s internal miscommunications, contradictory instructions, or late objections by other stakeholders.

3.7 Client Backups and Account Security

Client is responsible for maintaining backups, administrator access, recovery emails, MFA/2FA, password policies, billing methods, ownership records, and security of all Client accounts, domains, hosting, websites, data repositories, advertising accounts, cloud accounts, and platforms.

Prestige is not liable for losses caused by Client’s failure to maintain backups, admin access, account security, recovery methods, billing, or account ownership records.

3.8 Human Review

Client is responsible for reviewing deliverables, automations, outputs, messages, recommendations, classifications, routing decisions, extracted data, AI-generated content, reports, and customer communications before business-critical use where human review is reasonably required.

4. Platforms, Accounts, Credentials, Advertising, and Digital Assets

4.1 Client-Owned Accounts

Client retains ownership and administrative control of Client-owned accounts, pages, domains, analytics, pixels, tags, ad accounts, data repositories, mailboxes, subscriptions, and platforms, subject to provider terms.

4.2 Agency Credentials and Access

Client authorizes Prestige to create, request, or use agency-specific user accounts, roles, permissions, logins, access profiles, developer accounts, integrations, API credentials, or email-based access for the purpose of performing the services.

Using Prestige business email addresses, agency accounts, staff accounts, or role-based credentials for access does not constitute unauthorized control, provided such access is used for service delivery, administration, security, accountability, or audit purposes.

Where technically feasible and commercially reasonable, Client should maintain its own administrator or owner access at all times.

4.3 Credential and Access Changes

Client shall promptly notify Prestige of any credential, billing, permission, password, role, platform, domain, hosting, DNS, payment method, or access changes.

Prestige is not responsible for disruptions, loss of service, campaign interruption, data gaps, tracking issues, SEO interruption, automation failure, or delivery delay caused by Client-managed access changes, provider policies, account suspensions, verification issues, billing failures, security checks, provider outages, API changes, or platform restrictions.

4.4 Paid Media and Advertising Spend

Client is responsible for funding ad spend, maintaining payment methods, completing business verification, approving claims, approving offers, approving landing pages, and complying with platform advertising policies.

Prestige is not responsible for platform disapprovals, delivery limitations, account restrictions, learning-phase volatility, auction dynamics, tracking limitations, or advertising outcomes.

4.5 Performance Not Guaranteed

Advertising, SEO, automation, and digital performance are affected by factors outside Prestige’s control, including provider limitations, competition, seasonality, market conditions, algorithm changes, API changes, model changes, third-party uptime, Client products, pricing, sales process, responsiveness, and operational quality.

Prestige does not guarantee impressions, clicks, leads, sales, ROAS, CPA, rankings, uptime, latency, extraction accuracy, classification accuracy, conversion rates, revenue, or any specific business outcome unless expressly guaranteed in the SOW.

4.6 Client Operational Responsibilities

Client is responsible for responding to leads, handling sales, customer service, offers, pricing, fulfillment, current product information, form accuracy, data-source accuracy, campaign approvals, and lawful use of automation outputs.

Prestige is not responsible for missed leads, delayed follow-up, lost opportunities, business disruption, or failed conversions caused by Client-side operations.

4.7 No Duty to Audit Entire Environments

Prestige is not obligated to audit Client’s entire account history, detect fraud, unauthorized access, billing problems, broken links, security issues, data quality problems, policy violations, tracking failures, or operational failures outside the specific scope and working hours stated in the SOW.

5. Confidentiality, Data Protection, and Data Handover

5.1 Confidential Information

Each party shall keep confidential the other party’s non-public information disclosed in connection with the Contract and use it only to perform or enforce the Contract.

This obligation does not apply to information that is public through no breach, independently developed without use of the other party’s confidential information, or lawfully obtained from a third party without restriction.

5.2 Data Protection

To the extent Prestige processes personal data on Client’s behalf, the parties shall comply with applicable data-protection laws to the extent applicable to their respective roles.

Client is responsible for privacy notices, cookie notices, recording notices, consent mechanisms, opt-out mechanisms, retention policies, data-subject processes, and lawful processing instructions.

5.3 Client Data Ownership

As between the parties, Client owns Client Data. Prestige does not claim ownership of Client’s raw customer lists, lead data, inventory data, product data, customer communications, business records, or Client-owned materials.

However, Client Data ownership does not transfer ownership of Prestige Background IP, Automation IP, prompts, schemas, workflows, formulas, scripts, configurations, source files, technical logic, automation architecture, or proprietary methods used to process or produce such data.

5.4 Data Access During Suspension

If Client fails to pay amounts due or materially breaches the Contract, Prestige may suspend access to Prestige-controlled work product, hosted environments, dashboards, spreadsheets, automations, workflows, reports, documentation, and systems, subject to applicable law.

Prestige shall not intentionally destroy Client Data solely as a means of collection. Prestige may preserve, restrict, export, or hold Client Data pending payment, settlement, lawful instruction, or agreed handover.

5.5 Handover of Client Data

Upon termination or completion, and subject to Client being current on payments or the parties signing a settlement agreement, Prestige will provide Client Data and Client-Specific Outputs in a commercially reasonable format, where technically feasible and where such data is within Prestige’s possession or control.

Prestige is not required to provide proprietary workflows, formulas, scripts, source files, prompts, automation logic, architecture, technical processes, templates, internal notes, or Prestige Background IP as part of Client Data handover.

5.6 Data Retention

Unless otherwise agreed in writing, Prestige has no obligation to retain Client Data, exports, logs, prompts, workflow versions, reports, or project files after thirty (30) days from completion, termination, handover, or settlement.

Prestige may delete materials in the ordinary course of business after that period, subject to legal retention obligations, backup policies, and dispute preservation requirements.

5.7 Operational Use of Data

Prestige may use Client Data, materials, and instructions as needed to perform the Contract, support deliverables, protect legal rights, comply with law, maintain backups, logs and audit trails, document project performance, and resolve disputes.

5.8 Residual Know-How

Nothing prevents Prestige from using general ideas, concepts, know-how, methods, skills, experience, learnings, and techniques retained in unaided memory, provided Prestige does not disclose Client Confidential Information or Client Data in breach of the Contract.

5.9 Prestige Confidential Technical Materials and Trade Secrets

Client acknowledges that Prestige Background IP and Automation IP, including workflow architecture, prompts, prompt libraries, schemas, validators, mappings, routing rules, sub-workflows, adapters, connectors, deployment methods, configuration logic, internal documentation, and implementation details, contain confidential information and trade secrets of Prestige.

Client shall protect such materials with at least reasonable care and shall not disclose them to competitors, consultants, vendors, developers, employees, or contractors except strictly as permitted by the Contract.

6. Intellectual Property; Websites; AI Automation; License Structure

6.1 Definitions

“Prestige Background IP” means all pre-existing or independently developed materials, tools, frameworks, methods, know-how, software, code, scripts, libraries, connectors, adapters, templates, prompts, prompt libraries, schemas, validation logic, routing logic, data models, workflow patterns, automation architecture, orchestration logic, sub-workflows, monitoring logic, logging logic, retry logic, deployment methods, configurations, documentation, inventions, trade secrets, improvements, derivative works, and other intellectual property owned or controlled by Prestige, whether created before, during, or after the Contract.

“AI Automation System” means any automation, workflow, engine, orchestration, agent, bot, assistant, n8n workflow, sub-workflow, scheduler, queue, dispatcher, reminder system, parser, transformation logic, mapping logic, prompt chain, validation layer, integration flow, API connection pattern, decision tree, code, script, configuration, dashboard, operational logic, or related technical asset used to ingest, process, classify, analyze, route, store, summarize, generate, or act on data or communications.

“Automation IP” means all intellectual property in or relating to any AI Automation System, including all versions, copies, configurations, customizations, implementations, adaptations, improvements, derivative works, extensions, exports, deployments, and technical documentation, excluding ownership of Third-Party Materials and Client Data.

“Client Materials” means Client’s content, trademarks, logos, business rules, policies, contact details, products, documents, recordings, datasets, source information, and other materials supplied by or on behalf of Client.

“Client Data” means data owned or controlled by Client and processed, stored, generated, or handled through the services, excluding Prestige Background IP, Automation IP, generic system telemetry, prompt frameworks, system instructions, schemas, API request structures, routing logic, formulas, or technical methods into which Client Data is inserted.

“Client-Specific Outputs” means outputs generated for Client from Client Data or Client Materials, such as transcripts, cleaned transcripts, summaries, minutes, action-item lists, reports, tags, classifications, emails, records, and customer-specific content, excluding underlying Prestige Background IP, Automation IP, prompt frameworks, schemas, system instructions, and technical methods.

“Client-Owned Deliverables” means only final non-automation deliverables expressly identified in the SOW as client-owned deliverables and eligible for assignment under Section 6.2.

“Third-Party Materials” means third-party software, source-available software, open-source software, fonts, images, plugins, themes, APIs, AI providers, models, automation engines, cloud services, hosting platforms, databases, mail systems, and other third-party materials or services.

6.2 Client-Owned Deliverables

Subject to full payment of all fees and expenses due, Prestige assigns to Client all right, title, and interest in final non-automation deliverables expressly identified in the SOW as Client-Owned Deliverables, excluding Third-Party Materials, Prestige Background IP, Automation IP, internal tools, methods, templates, workflows, and know-how.

Until full payment is received, all such deliverables remain the property of Prestige, including work-in-progress.

6.3 Prestige Ownership of Automation IP

Notwithstanding anything else in the Contract, all right, title, and interest in and to AI Automation Systems, Automation IP, and Prestige Background IP are and shall remain exclusively owned by Prestige.

This applies whether the asset is pre-existing, configured, customized, created, modified, further developed, installed, exported, hosted, or delivered for Client, and whether or not listed in a proposal, quotation, SOW, acceptance criteria, handover material, or deliverables list.

No AI Automation System, workflow, engine, orchestration layer, prompt, prompt library, schema, validation logic, connector, adapter, integration flow, sub-workflow, deployment method, source code, script, or technical implementation shall be assigned to Client unless expressly stated in a signed writing by Prestige.

6.4 Conditional License to Automation IP

Subject to Client’s full payment of all amounts due and ongoing compliance with the Contract, Prestige grants Client a perpetual, worldwide, royalty-free, non-exclusive, non-transferable, non-sublicensable, conditional license to access, use, host, run, execute, and internally maintain the delivered AI Automation System solely for Client’s own internal business operations.

This license does not include ownership and does not include the right to sell, assign, sublicense, white-label, publish, distribute, disclose, commercialize, or provide the system or Automation IP to third parties.

The license does not vest until all amounts due are paid in full. Any payment default, unauthorized disclosure, misuse, or material breach automatically suspends the license.

6.5 Restrictions

Client shall not:

(a) sell, sublicense, lease, rent, assign, transfer, publish, distribute, disclose, or commercialize any AI Automation System or Automation IP;
(b) use it for a service bureau, managed service, white-label service, outsourced service, consulting deliverable, or third-party offering;
(c) extract, reuse, clone, copy, adapt, or repurpose reusable workflow logic, prompts, schemas, scripts, templates, mapping logic, validation logic, or deployment methods separate from Client’s licensed implementation;
(d) remove ownership notices;
(e) reverse engineer or attempt to derive source code or underlying logic except where prohibited by mandatory law;
(f) use Automation IP to build, train, improve, or support a competing product or service;
(g) register or attempt to register IP rights in Prestige Background IP or Automation IP; or
(h) challenge Prestige’s ownership of Prestige Background IP or Automation IP.

6.6 Client Data and Outputs

Client retains ownership of Client Materials, Client Data, and Client-Specific Outputs, subject always to Prestige’s ownership of Prestige Background IP and Automation IP.

Ownership of Client Data or Client-Specific Outputs does not transfer ownership of any prompt framework, system instruction, schema, workflow, engine, routing logic, validation logic, source code, or technical process used to produce or process them.

6.7 Modifications and Improvements

Any modification, enhancement, derivative work, improvement, translation, customization, extension, port, migration, optimization, or adaptation of any AI Automation System, Prestige Background IP, or Automation IP shall be deemed Automation IP and owned by Prestige, to the extent based on, derived from, or incorporating such materials.

6.8 Feedback

Prestige may use and exploit any suggestions, ideas, corrections, feature requests, comments, or other feedback provided by Client without restriction or compensation.

6.9 Third-Party Materials

Deliverables may rely on Third-Party Materials. Ownership and licensing of Third-Party Materials are governed by their respective terms. Client is responsible for maintaining required licenses, subscriptions, hosting, AI/API accounts, domains, mailboxes, and ongoing provider fees unless otherwise stated.

6.10 No Implied Transfer

No source code, workflow export, documentation, admin access, prompt file, schema, library, connector, technical material, implementation detail, deployment artifact, hosted instance, or handover item is sold or assigned merely because it is delivered, demonstrated, installed, configured, hosted, exported, referenced, or made accessible.

6.11 Equitable Relief

Client acknowledges that unauthorized use, disclosure, transfer, copying, or misuse of Prestige Background IP, Automation IP, or Prestige confidential technical materials may cause irreparable harm. Prestige may seek injunctive, equitable, or interim relief in addition to any other remedies.

6.12 Portfolio Rights

Prestige may display non-confidential deliverables, screenshots, descriptions of services, and Client’s name and logo in portfolios and marketing, provided confidential information is removed and subject to reasonable written objections from Client.

6.13 Client Modifications

If Client or any third party modifies a website, automation, server, DNS, plugin, theme, tracking tag, integration, prompt, workflow, schema, code, or configuration after delivery or handover, Prestige is not responsible for any resulting malfunction, security issue, performance degradation, downtime, data loss, routing error, hallucination, incompatibility, or business interruption.

Any assistance requested to diagnose or fix such issues will be billed at Prestige’s then-current rates unless covered by a separate support agreement.

7. Acceptance, Warranties, and Disclaimers

7.1 Authority

Each party represents that it has authority to enter into the Contract.

7.2 Limited Warranty

For thirty (30) days from delivery, Prestige will, at no additional charge, correct material defects in deliverables caused solely by Prestige and materially departing from the SOW specifications, provided Client gives written notice within the warranty period.

This warranty does not apply to defects caused by Client content, Client Data, Client instructions, Third-Party Materials, provider outages, API changes, AI model changes, hosting issues, platform issues, Client modifications, third-party modifications, access changes, misuse, or failure to follow instructions.

7.3 AI Disclaimer

Client acknowledges that AI, machine learning, automation, extraction, summarization, transcription, classification, and generation services are probabilistic and may produce inaccurate, incomplete, biased, inconsistent, delayed, or unsuitable outputs.

Client is responsible for human review, verification, approval, and business judgment before relying on outputs.

7.4 SEO Disclaimer

If SEO is included, Client acknowledges that search rankings, indexing, traffic, and visibility are controlled by third-party search engines and platforms. Prestige does not guarantee first-page rankings, specific keyword positions, featured snippets, AI overviews, local pack placement, organic traffic levels, leads, sales, or revenue.

7.5 General Disclaimer

Except as expressly stated, services and deliverables are provided “as is.” Prestige disclaims all implied warranties, including merchantability, fitness for a particular purpose, non-infringement, uninterrupted availability, and error-free operation.

8. Indemnification

8.1 By Client

Client shall defend, indemnify, and hold harmless Prestige, its owners, directors, employees, contractors, and affiliates from claims, losses, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:

(a) Client Materials, Client Data, recordings, transcripts, instructions, or content;
(b) Client’s products, services, offers, prices, promotions, websites, or customer communications;
(c) Client’s breach of law or third-party terms;
(d) privacy, recording consent, employment, marketing, advertising, AI-provider, or platform compliance issues;
(e) Client’s misuse of deliverables, AI Automation Systems, or Automation IP;
(f) Client’s failure to review or supervise outputs; and
(g) claims caused by Client-side operations, sales practices, or fulfillment.

8.2 By Prestige

Prestige will defend and indemnify Client against third-party claims alleging that a Prestige-provided deliverable, excluding Third-Party Materials, Client Materials, Client Data, and Client instructions, directly infringes a third party’s intellectual property rights, provided Client promptly notifies Prestige, gives Prestige control of the defense and settlement, and reasonably cooperates.

If a deliverable is found to infringe, Prestige may modify it, replace it, obtain rights for continued use, or refund the fees paid for the infringing portion as Client’s sole remedy.

9. Limitation of Liability and Time Limit

9.1 Limitation of Liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or lost profits, revenues, savings, data, goodwill, business interruption, or lost opportunity, even if advised of the possibility.

Except for payment obligations, confidentiality breaches, misuse of intellectual property, license violations, and indemnity obligations, each party’s aggregate liability is limited to the fees actually paid or payable to Prestige under the relevant Contract in the twelve (12) months preceding the event giving rise to liability.

9.2 Time Limit to Bring Claims

To the maximum extent permitted by law, any claim arising out of or relating to the Contract must be brought within twelve (12) months after the claiming party became aware, or should reasonably have become aware, of the facts giving rise to the claim. Claims not brought within that period are waived.

10. Term, Suspension, Termination, and Handover

10.1 Term

The Contract begins on the earlier of the date Client signs or accepts the SOW, quotation, proposal, invoice, or these Terms, or the date Client instructs Prestige to begin work.

10.2 Termination for Convenience

Either party may terminate an SOW for convenience upon thirty (30) days’ written notice unless a different notice period or minimum commitment applies.

Client remains responsible for payment for work performed up to the effective termination date, remaining minimum commitment fees, non-cancelable commitments, third-party charges, and reasonable wind-down work.

10.3 Termination for Cause

Either party may terminate for material breach not cured within ten (10) days after written notice, except where immediate suspension or termination is permitted.

10.4 Suspension

Prestige may suspend services, credentials, support, hosted environments controlled by Prestige, license rights, delivery, handover, or further work upon notice for non-payment, security risk, misuse, unlawful processing, breach of confidentiality, breach of IP/license restrictions, or other material breach.

10.5 Effect of Client Prevention

If Client removes access, changes credentials, refuses approvals, changes scope, prevents deployment, instructs Prestige to pause, or otherwise prevents completion, Prestige shall be entitled to invoice for work performed, committed fees, remaining minimum commitment amounts, and any milestone that has been substantially completed.

Client may not avoid payment by preventing final completion, deployment, testing, or handover.

10.6 Handover and Transition Assistance

Upon completion or termination, and subject to Client being current on payments or the parties signing a settlement agreement, Prestige will provide reasonable handover assistance limited to:

(a) transferring access that Prestige controls where technically feasible;
(b) providing a basic inventory of credentials and assets created for Client, excluding passwords where transfer is not permitted;
(c) providing Client Data and Client-Specific Outputs in a commercially reasonable format; and
(d) one virtual handover meeting of up to sixty (60) minutes, if requested.

Additional training, migration, debugging, documentation expansion, campaign restructuring, forensic work, reconfiguration, export preparation, or provider substitution is out of scope and billable.

10.7 Handover Does Not Transfer Ownership

Handover, deployment, installation, hosting, workflow export, administrative access, documentation delivery, or operation in Client-controlled infrastructure does not transfer ownership of AI Automation Systems, Automation IP, Prestige Background IP, reusable workflows, prompt libraries, schemas, connectors, source libraries, internal tools, or proprietary documentation.

10.8 No Lifetime Support

Perpetual access means only a continuing license to use the licensed system as delivered, subject to the Contract. It does not include free lifetime hosting, support, maintenance, upgrades, updates, provider substitutions, model changes, monitoring, retraining, debugging, reconfiguration, or third-party fees unless expressly agreed.

10.9 Client Responsibility After Handover

After handover, Client is solely responsible for account security, access control, credentials, provider compliance, billing, API usage, monitoring, running, pausing, editing, stopping campaigns, websites, workflows, and automations.

Prestige has no duty to monitor or manage Client’s systems after handover unless a new written agreement is signed.

10.10 Release After Handover

To the maximum extent permitted by law, upon completion of handover and receipt of all amounts due, Client releases Prestige from claims arising solely from Client’s operation, management, security, modification, or use of its accounts, websites, data, campaigns, or licensed automations after the handover date.

11. Settlement Discussions and Releases

11.1 Without Prejudice Communications

Settlement offers, compromise proposals, payment discounts, write-offs, goodwill reductions, or handover accommodations are made without prejudice and without admission of liability unless expressly stated otherwise.

11.2 No Binding Settlement Without Signed Writing

No settlement, waiver, discount, release, handover concession, or compromise shall be binding unless documented in a written agreement signed by authorized representatives of both parties.

A settlement offer may be withdrawn at any time before signed acceptance unless it expressly states otherwise.

11.3 Conditional Handover in Settlement

Where handover is part of a settlement, Prestige’s obligation to hand over Client Data or digital assets is conditional upon receipt of the settlement payment and execution of the settlement agreement, unless otherwise stated.

11.4 Non-Disparagement

Where included in a settlement agreement or SOW, the parties shall refrain from making false, misleading, defamatory, or disparaging statements about each other, their owners, managers, employees, services, or business reputation.

12. General

12.1 Independent Contractor

Prestige is an independent contractor. Nothing creates a partnership, joint venture, agency, fiduciary, employment, or exclusive relationship.

12.2 Subcontractors

Prestige may use qualified subcontractors while remaining responsible for the services.

12.3 Force Majeure

Neither party is liable for delay or failure due to events beyond reasonable control, including provider outages, API failures, internet or hosting failures, cyber incidents outside the affected party’s reasonable control, war, riots, labor disputes, governmental acts, sanctions, natural disasters, epidemics, electricity interruptions, or telecommunications interruptions.

12.4 Assignment

Neither party may assign the Contract without the other’s consent, except to an affiliate or in connection with a merger, acquisition, financing, reorganization, or sale of substantially all assets.

12.5 Notices

Legal notices must be sent to the addresses specified in the SOW. Email to [email protected] and/or [email protected] is acceptable for notices to Prestige unless Prestige designates another notice address in writing.

12.6 Governing Law and Dispute Resolution

Unless the SOW states otherwise, the Contract is governed by the laws of Lebanon, excluding conflict-of-laws rules.

The parties shall first attempt in good faith to resolve disputes through escalation to senior representatives. If unresolved within thirty (30) days, any dispute arising out of or relating to the Contract, including its existence, validity, interpretation, performance, termination, or the scope of this arbitration clause, shall be finally settled by binding arbitration before one arbitrator.

The seat of arbitration shall be Beirut, Lebanon. The language of arbitration shall be English.

Either party may seek injunctive, interim, or conservatory relief from any court of competent jurisdiction for misuse of intellectual property, breach of confidentiality, unlawful use of data, non-payment, or breach of license restrictions.

12.7 Entire Agreement

The Contract is the entire agreement and supersedes prior discussions relating to its subject matter. It may be amended only in a signed writing.

12.8 Severability

If any provision is unenforceable, it shall be enforced to the maximum extent permitted and the remainder shall remain in effect.

12.9 Platform and Provider Changes

Client acknowledges that platform policies, AI-provider policies, open-source or source-available license conditions, third-party service changes, provider deprecations, model changes, algorithm changes, and API changes may affect performance, compatibility, timelines, or operating costs. Such changes are outside Prestige’s control.

12.10 No Waiver

A failure or delay in exercising any right is not a waiver of that right.

12.11 Relationship Between SOW and Automation IP

If an SOW, proposal, quotation, deliverables list, acceptance criteria, or handover material refers to “workflows,” “automation engine,” “AI prompts,” “schemas,” “logic,” “integrations,” “n8n workflows,” “connectors,” “dispatchers,” “agents,” “sub-workflows,” “scripts,” “templates,” “configuration,” “documentation,” or similar terms as deliverables, those items are deemed licensed deliverables only, not assigned deliverables, unless the SOW expressly states that ownership of the identified Automation IP transfers to Client in a signed writing by Prestige.

12.12 Counterparts and Electronic Signatures

The Contract may be signed in counterparts and by electronic signature, scanned signature, PDF signature, or other electronic means. Each signed copy shall be treated as an original, and all copies together shall constitute one binding agreement.

12.13 Language

These Terms are drafted in English. If translated, the English version shall prevail unless otherwise required by mandatory law.