TERMS OF ENGAGEMENT

Terms of Engagement & Master Agreement

This document outlines the turnkey operational scope, delivery commitments, IP ownership rights, and limitations of liability governing enterprise AI system deployments provided by Assembly Minds.

Effective Date: October 2026 Version: 2.4 (Enterprise) Jurisdiction: Global / AI Operations

01. Agreement & Turnkey Scope

Assembly Minds specializes in the turnkey deployment of autonomous AI systems. This includes, but is not limited to, AI Voice Receptionists, WhatsApp Auto-Responders, Custom Client Portals, Speed-to-Lead Engines, and bespoke integrations designed for enterprise operational efficiency. Our engagement covers end-to-end design, implementation, and integration into your existing systems.

02. 14-Day Delivery Commitment & Timeline

We operate on a highly structured sprint framework to guarantee rapid time-to-value:

  • Phase 1 (Days 1-3): Discovery & Architecture. We map out workflows, data sources, and system requirements.
  • Phase 2 (Days 4-10): Development & Pipeline Integration. Core engineering, LLM orchestration, and connectivity build-out.
  • Phase 3 (Days 11-13): Stress Testing & Calibration. Quality assurance, edge-case handling, and latency optimization.
  • Phase 4 (Day 14): Production Deployment & Hand-off. System goes live, accompanied by client training and operational handover.

03. Client Cooperation & Asset Provision

Successful deployment requires active collaboration. The Client must supply all necessary technical access—including API keys, knowledge documents, CRM tokens, and telephony credentials—within 3 business days of project kickoff. If critical dependencies or feedback loops are delayed, the 14-day project timeline will pause correspondingly.

04. Intellectual Property & Software Ownership

The Client assumes 100% ownership of bespoke prompt chains, custom code written specifically for their deployment, structured knowledge datasets, and ingested customer data.

Assembly Minds retains all rights to its pre-built proprietary orchestration harnesses, baseline runtime code, internal frameworks, and reusable agent architectural modules deployed as the foundation of the system.

05. Third-Party API & Telephony Consumption Costs

The Client is directly responsible for all third-party variable consumption costs generated by the system. This includes:

  • Telephony and SMS carrier fees (e.g., Twilio, Telnyx).
  • LLM inference and token fees (e.g., OpenAI, Anthropic, Groq).
  • Voice synthesis and processing fees (e.g., ElevenLabs, Cartesia).

Assembly Minds structures these services with transparent billing pass-through mechanisms to the Client's own accounts, strictly without hidden markups.

06. Service Level Availability & Third-Party Outages

Assembly Minds guarantees robust uptime architecture and rigorous error handling for all custom application harnesses and codebases we provide. However, downstream platform outages (such as OpenAI status degradation, Twilio carrier disruptions, or major internet backbone failures) remain strictly outside of Assembly Minds' direct control. We maintain a proactive incident response protocol to notify clients and implement available failovers during such external events.

07. Limitation of Liability

To the maximum extent permitted by applicable law, Assembly Minds' total aggregate liability arising out of or related to this engagement shall be strictly limited to the total fees paid by the Client in the preceding 3-month period. Assembly Minds expressly excludes liability for indirect, punitive, or consequential damages arising from unforeseeable AI hallucinations, telecommunication carrier dropped calls, data loss, or third-party upstream API deprecations and breaking changes.

08. Governing Law & Dispute Resolution

This agreement shall be governed by the laws of the operating jurisdiction. Any disputes arising under this agreement require mandatory 30-day informal mediation in good faith prior to the commencement of any binding arbitration or formal legal action.