This agreement governs our done-for-you AI agent build services, covering the full engagement from scoping through delivery.
How this agreement works: This document sets out the standard terms for all Directive AI done-for-you service engagements. Each project also has a specific Project Proposal (or Statement of Work) that defines the exact deliverables, timeline, and pricing for that engagement. In the event of conflict between the Project Proposal and this Agreement, the Project Proposal prevails.
For the purposes of this Service Agreement:
Directive AI will provide the Services described in the applicable Project Proposal. Services are limited to those expressly described. Any additional work beyond the defined scope constitutes a Change Order (see Section 6) and requires separate written agreement and additional fees.
Done-for-you AI agent builds are priced based on complexity and scope. Our standard project range is:
$500 – $1,500
Single-purpose AI agents, simple automations, lead capture systems, basic integrations.
$1,500 – $5,000
Multi-agent systems, complex workflow automation, custom integrations, data pipelines.
Exact pricing is specified in each Project Proposal. Prices are in USD.
The Client agrees to:
Delays caused by the Client's failure to meet these obligations may extend project timelines without additional cost to Directive AI.
Unless otherwise specified in the Project Proposal, a standard project delivery includes:
Unless explicitly included in the Project Proposal, the following are excluded:
The Client has 7 business days from delivery to review Deliverables and either (a) accept them or (b) provide specific written feedback identifying defects or deviations from the Project Proposal. If no response is received within 7 business days, Deliverables are deemed accepted. Acceptance triggers final payment obligations.
Estimated project timelines are specified in the Project Proposal. Typical delivery windows:
| Project Type | Typical Timeline |
|---|---|
| Standard (single-agent, simple automation) | 5–10 business days |
| Advanced (multi-agent, complex workflows) | 10–21 business days |
| Enterprise / Custom scope | As specified in Project Proposal |
All timelines start from the date the Client completes the onboarding questionnaire and makes the required deposit payment.
Timelines are estimates. Directive AI will notify the Client promptly of any anticipated delays and their cause. Directive AI is not liable for delays caused by:
The Client selects one of the following payment plans at the time of contracting:
| Plan | Structure | Additional Cost |
|---|---|---|
| Pay in Full | Full project amount due upfront before work begins | None |
| 2 Monthly Payments | Project total split into 2 equal monthly installments | 15% interest applied to total |
| 4 Monthly Payments | Project total split into 4 equal monthly installments | 18% interest applied to total |
| Monthly Maintenance Services | Ongoing monthly payments for clients enrolled in a Maintenance Services plan | 1.5% late fee on overdue balances |
The applicable payment plan and total project price are specified in the Project Proposal. The Client must agree to the selected payment plan in writing before work commences.
All payments are processed via Stripe. Accepted methods include major credit/debit cards and ACH bank transfer (where available). All prices are in USD unless otherwise stated.
Invoices not paid within 14 days of the due date may result in suspension of work. For Monthly Maintenance Services clients, overdue amounts accrue a late fee of 1.5% per month (or the maximum rate permitted by law, whichever is lower). The Client is responsible for reasonable collection costs including attorneys' fees if payment is more than 30 days overdue.
All prices are exclusive of applicable taxes. The Client is responsible for all taxes, duties, and levies arising from the Services, except for taxes on Directive AI's net income.
Each project includes the following revision rounds within the agreed project scope:
A "revision" means changes that correct defects or misalignments with the original Project Proposal — not additions or changes to scope.
Any requested changes that materially alter the scope, add features, or require significant additional work constitute a Change Order. Directive AI will provide a written Change Order describing the additional work and associated fees before proceeding. Work on Change Orders begins only after written acceptance and payment of any required deposit.
Revisions beyond the included rounds are billed at Directive AI's current hourly rate (typically $150–$250/hr), as specified in the Project Proposal or Change Order.
Upon receipt of full payment, Directive AI assigns to the Client all right, title, and interest in the custom-developed Deliverables, including any custom code, workflows, configurations, and documentation created specifically for the Client under this Agreement.
✓ You own what we build for you. The custom agents, automations, and workflows developed specifically for your project are yours upon full payment.
Directive AI retains all right, title, and interest in its:
To the extent Platform IP is incorporated into the Deliverables, Directive AI grants the Client a perpetual, non-exclusive, royalty-free license to use such Platform IP solely as embedded within the Deliverables.
The Client retains all ownership rights to Client Data. The Client grants Directive AI a limited license to access and use Client Data solely as necessary to provide the Services. Directive AI will not use Client Data for any other purpose.
Deliverables may incorporate open-source or third-party components. Such components remain subject to their respective licenses, which Directive AI will identify in project documentation.
Both parties acknowledge that in the course of this engagement, each may disclose confidential, proprietary, or sensitive business information to the other ("Confidential Information"). Each party agrees to:
Confidential Information includes, without limitation:
Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully known to the Receiving Party prior to disclosure; (c) is independently developed 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 and cooperates in seeking protective orders.
Confidentiality obligations survive the termination of this Agreement for a period of 3 years from the date of disclosure. For trade secrets, obligations continue for as long as the information constitutes a trade secret under applicable law.
Unless the Client requests otherwise in writing, Directive AI reserves the right to reference the Client's name and a brief description of the project type (not confidential details) as a portfolio case study or client reference. Directive AI will not disclose proprietary details of Client systems without written consent.
Directive AI warrants that:
The Client warrants that:
EXCEPT AS EXPRESSLY SET FORTH ABOVE, DIRECTIVE AI PROVIDES THE SERVICES "AS IS" AND DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. DIRECTIVE AI DOES NOT WARRANT THAT AI OUTPUTS WILL BE ERROR-FREE, UNBIASED, OR SUITABLE FOR ANY PARTICULAR BUSINESS DECISION.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DIRECTIVE AI'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO DIRECTIVE AI IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
IN NO EVENT SHALL DIRECTIVE AI BE LIABLE FOR ANY:
These limitations apply regardless of whether Directive AI was advised of the possibility of such damages. Some jurisdictions do not permit exclusion of certain damages; in those cases, liability is limited to the fullest extent permitted by law.
The Client agrees to indemnify, defend, and hold harmless Directive AI from any claims, damages, costs, and expenses (including reasonable attorneys' fees) arising from:
Directive AI agrees to indemnify, defend, and hold harmless the Client from claims that the Deliverables (excluding Client Data and third-party components) infringe any third-party patent, copyright, trademark, or trade secret known to Directive AI at time of delivery, provided Directive AI is promptly notified and given authority to control the defense.
The Client may cancel the project at any time by providing written notice. Refund eligibility is as follows:
| Cancellation Timing | Refund |
|---|---|
| Within 48 hours of payment — before work has begun | Full refund |
| After work has begun (any point) | No refund |
A full refund is available only if requested within 48 hours of payment and before any project work has commenced. Once work has begun — including discovery, planning, design, or development — no refund will be issued regardless of the stage of completion. If the Client cancels after work begins, Directive AI will provide all work completed to date.
Directive AI may cancel the project if:
If Directive AI cancels without cause, the Client will receive a prorated refund based on work not yet completed.
If the Client believes Deliverables do not materially conform to the Project Proposal, the Client must notify Directive AI in writing within the 7-day acceptance window with specific defects identified. Directive AI will address documented defects at no additional charge. Refunds are not available solely due to a change in business circumstances or requirements after project start.
Neither party shall be liable for delays or failures in performance resulting from causes beyond the reasonable control of that party, including but not limited to: acts of God, natural disasters, pandemics, government actions, war, terrorism, labor disputes, power failures, internet service disruptions, or third-party API outages.
The affected party must notify the other party promptly of any force majeure event and its anticipated duration. If a force majeure event continues for more than 30 days, either party may terminate the Agreement with written notice, and the Client will receive a prorated refund for work not yet performed.
Before initiating any formal dispute process, both parties agree to attempt to resolve disputes in good faith through direct communication. Either party may initiate this process by providing written notice describing the dispute. The parties will meet or confer within 10 business days.
If good faith negotiations fail within 30 days, the parties agree to non-binding mediation administered by a mutually agreed mediator. Costs of mediation are shared equally.
If mediation fails, disputes shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Arbitration shall be conducted in Florida (or via video conference by mutual agreement). The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
Either party may seek emergency injunctive relief in a court of competent jurisdiction to protect intellectual property rights or prevent irreparable harm, without first completing the dispute resolution steps above.
This Agreement is governed by the laws of the State of Florida, United States, without regard to its conflict of law provisions. Subject to the arbitration clause above, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Florida for any disputes not subject to arbitration.
This Agreement, together with the applicable Project Proposal, constitutes the entire agreement between the parties regarding the Services and supersedes all prior negotiations, representations, and agreements (written or oral).
This Agreement may only be amended by a written document signed by authorized representatives of both parties. No email or verbal agreement constitutes an amendment.
Failure by either party to enforce any provision of this Agreement does not constitute a waiver of the right to enforce that provision in the future.
If any provision of this Agreement is found invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and all other provisions remain in full force and effect.
The parties are independent contractors. Nothing in this Agreement creates any employment, partnership, agency, joint venture, or franchise relationship.
The Client may not assign this Agreement or any rights under it without Directive AI's prior written consent. Directive AI may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee assumes all obligations hereunder.
Notices under this Agreement shall be in writing and delivered by email (with confirmation of receipt) or certified mail to the addresses specified in the Project Proposal or otherwise agreed in writing.
This Agreement may be executed in counterparts, each of which shall constitute an original. Electronic signatures (including click-to-accept or DocuSign) are valid and binding.
For questions about this Service Agreement or to initiate a project engagement: