Terms and Conditions

1. Introduction and Acceptance of Terms

Welcome to marcelino.ai ("Company," "we," "our," or "us"). These Terms and Conditions ("Terms") govern your access to and use of our website, services, consultations, and AI-powered business transformation solutions.

By accessing our website, engaging our services, or communicating with us, you agree to be bound by these Terms. If you do not agree with any part of these Terms, you must not use our services.

These Terms constitute a legally binding agreement between you and marcelino.ai. Please read them carefully before proceeding.

2. Definitions

For the purposes of these Terms:

• "Services" refers to all consulting, AI implementation, business transformation, training, and related services provided by marcelino.ai
• "Client" or "You" refers to any individual or business entity that engages our services
• "Website" refers to marcelino.ai and all associated subdomains and platforms
• "Deliverables" refers to any work product, recommendations, implementations, or materials provided as part of our services
• "Intellectual Property" includes all copyrights, trademarks, patents, trade secrets, and proprietary information

3. Services Overview

3.1 Scope of Services

marcelino.ai provides AI-powered business transformation services including but not limited to:

• Business process analysis and optimization
• AI strategy development and implementation
• Workflow automation and integration
• Custom AI solution design
• Training and change management
• Consulting and advisory services

3.2 Service Engagement

All services are provided on a project or retainer basis as outlined in individual Service Agreements or Statements of Work (SOW). Specific deliverables, timelines, and fees will be documented in writing before service commencement.

3.3 No Guarantee of Results

While we strive for excellence, we do not guarantee specific business outcomes, revenue increases, or cost savings. Results may vary based on implementation, organizational factors, and market conditions beyond our control.

4. Client Responsibilities

To ensure successful service delivery, clients agree to:

• Provide Accurate Information: Supply complete, accurate, and timely information necessary for service delivery
• Grant Access: Provide reasonable access to relevant systems, data, personnel, and facilities
• Timely Feedback: Review deliverables and provide feedback within agreed timeframes
• Decision Authority: Ensure authorized representatives make timely decisions
• Resource Allocation: Dedicate appropriate internal resources to support the engagement
• Implementation: Follow recommendations and implementation guidelines provided
• Compliance: Ensure all activities comply with applicable laws and regulations

5. Fees and Payment Terms

5.1 Pricing

Service fees are outlined in individual proposals, SOWs, or service agreements. Pricing may be structured as fixed-fee, hourly, monthly retainer, or performance-based arrangements as mutually agreed.

5.2 Payment Terms

• Invoices are due within 30 days of receipt unless otherwise specified
• Late payments may incur interest charges of 1.5% per month (or maximum allowed by law)
• We reserve the right to suspend services for overdue accounts
• Initial deposits or advance payments may be required for certain engagements

5.3 Expenses

Pre-approved expenses (travel, software licenses, third-party services) will be billed separately at cost plus a reasonable administrative fee.

5.4 Refund Policy

Fees paid for completed work or time already invested are non-refundable. Refunds for cancelled services will be handled on a case-by-case basis according to the specific service agreement.

6. Intellectual Property Rights

6.1 Our Intellectual Property

All methodologies, frameworks, tools, templates, and pre-existing materials owned by marcelino.ai remain our exclusive property. We grant you a limited, non-exclusive license to use these materials solely for the purposes of the engagement.

6.2 Client Intellectual Property

You retain all rights to your pre-existing intellectual property. You grant us a limited license to use your materials solely for providing services under the engagement.

6.3 Work Product

Upon full payment, you receive ownership of custom deliverables specifically created for you, excluding our pre-existing intellectual property, methodologies, and tools which remain our property.

6.4 Portfolio and Marketing Rights

Unless explicitly prohibited in writing, we reserve the right to reference our work with you in general terms for portfolio and marketing purposes, subject to confidentiality obligations.

7. Confidentiality

7.1 Confidential Information

Both parties agree to maintain confidentiality of proprietary information disclosed during the engagement. Confidential information includes business strategies, financial data, customer information, technical specifications, and other non-public information.

7.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is publicly available through no fault of the receiving party
• Was known prior to disclosure
• Is independently developed without use of confidential information
• Is disclosed with written permission
• Must be disclosed by law or court order (with advance notice when possible)

7.3 Duration

Confidentiality obligations survive for three (3) years after termination of the engagement, unless otherwise specified in a separate Non-Disclosure Agreement (NDA).

8. Data Protection and Privacy

Our collection and use of personal data is governed by our Privacy Policy, which is incorporated into these Terms by reference. We comply with applicable data protection laws including GDPR and CCPA.

When providing services, we process client data as a service provider. Clients remain the data controllers and must ensure they have appropriate rights and consents for data processing activities.

9. Warranties and Disclaimers

9.1 Our Warranties

We warrant that services will be performed in a professional and workmanlike manner consistent with industry standards. This is your sole and exclusive warranty.

9.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• Warranties of merchantability or fitness for a particular purpose
• Warranties that services will be uninterrupted, error-free, or completely secure
• Warranties regarding specific business outcomes or financial results
• Warranties that third-party software or services will perform as expected

9.3 Third-Party Services

We may recommend or integrate third-party services or software. We make no warranties regarding third-party offerings and are not responsible for their performance, availability, or terms of service.

10. Limitation of Liability

10.1 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO US IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

10.2 Exclusion of Consequential Damages

WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.3 Exceptions

These limitations do not apply to liability arising from gross negligence, willful misconduct, fraud, or violations that cannot be limited by law.

11. Indemnification

You agree to indemnify, defend, and hold harmless marcelino.ai, its officers, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorney fees) arising from: (a) your breach of these Terms; (b) your violation of any law or rights of third parties; (c) your use of deliverables in a manner not authorized; or (d) information or materials you provide to us.

12. Term and Termination

12.1 Term

These Terms remain in effect for the duration of your use of our website and services. Specific service engagements have terms defined in individual agreements.

12.2 Termination for Convenience

Either party may terminate an ongoing engagement with thirty (30) days written notice, unless otherwise specified in the service agreement. You remain liable for fees for work completed and costs incurred prior to termination.

12.3 Termination for Cause

Either party may terminate immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure within fifteen (15) days of notice; (b) becomes insolvent or files for bankruptcy; or (c) engages in illegal activities.

12.4 Effect of Termination

Upon termination, you must pay all outstanding fees, return or destroy our confidential information, and cease use of our intellectual property. Provisions regarding confidentiality, intellectual property, limitation of liability, and indemnification survive termination.

13. Website Use and Restrictions

13.1 Acceptable Use

You may use our website for lawful purposes only. You agree not to:

• Violate any applicable laws or regulations
• Infringe on intellectual property rights
• Transmit harmful code, viruses, or malware
• Attempt unauthorized access to systems or data
• Interfere with website functionality or security
• Scrape, harvest, or collect user information
• Use automated systems (bots, scrapers) without permission
• Misrepresent your identity or affiliation

13.2 Account Security

If you create an account, you are responsible for maintaining its security and confidentiality. Notify us immediately of any unauthorized access or security breaches.

14. Dispute Resolution

14.1 Good Faith Negotiation

In the event of any dispute, the parties agree to first attempt resolution through good faith negotiation for thirty (30) days.

14.2 Mediation

If negotiation fails, parties agree to attempt mediation before pursuing formal legal action. Mediation costs will be shared equally.

14.3 Arbitration (Optional)

For disputes exceeding $50,000, parties may elect binding arbitration under the rules of the American Arbitration Association. Arbitration shall be conducted in English and governed by the laws specified below.

14.4 Exceptions

Either party may seek injunctive relief in court for intellectual property violations, confidentiality breaches, or other matters requiring immediate judicial intervention.

15. Governing Law and Jurisdiction

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

Any legal action or proceeding shall be brought exclusively in the state or federal courts located in New York County, New York, and you consent to the personal jurisdiction of such courts.

16. Force Majeure

Neither party shall be liable for failure to perform due to circumstances beyond reasonable control, including natural disasters, acts of war or terrorism, pandemics, government actions, labor disputes, or infrastructure failures. The affected party must provide prompt notice and use reasonable efforts to resume performance.

17. Independent Contractor Relationship

marcelino.ai operates as an independent contractor. Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship. Neither party may bind or commit the other without written authorization.

18. Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets with notice to you.

19. Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Invalid provisions shall be modified to the minimum extent necessary to make them enforceable while preserving the parties' intent.

20. Entire Agreement and Modifications

These Terms, together with our Privacy Policy and any executed service agreements, constitute the entire agreement between you and marcelino.ai regarding your use of our services and supersede all prior agreements and understandings.

We reserve the right to modify these Terms at any time. Material changes will be communicated via email or website notice. Continued use of services after changes constitutes acceptance of modified Terms.

21. Notices

All formal notices under these Terms must be in writing and sent to:

marcelino.ai
Email: support@marcelino.ai
Response Time: Within 5 business days

22. Contact Information

For questions about these Terms and Conditions, please contact us:

Email: support@marcelino.ai
Website: www.marcelino.ai
Location: New York, NY

Summary of Key Points