Terms & Conditions

01 Service Definitions

1.1 SMB Services

Our SMB service pathway delivers AI implementation through a structured progression. Specific scope, timelines, and pricing for each engagement are defined in the applicable Statement of Work (SOW).

• AI Readiness Bridge: Assessment and strategic roadmapping to validate AI readiness before implementation
• AI Operations Sprint: Targeted workflow automation, one workflow scoped, prototyped, and deployed per sprint cycle
• AI Productivity Implementation: Comprehensive deployment converting approved prototypes into production-grade systems
• INNOVIZZ Secure AI Assistant: Private AI infrastructure deployment with zero third-party data exposure for regulated industries

1.2 Custom AI Solutions

For organizations with advanced or specialized requirements, our Custom AI Solutions leverage proprietary service platforms. Pricing and scope are determined per project and documented in the SOW.

1.3 Clinical Intelligence Consulting

Specialized consulting for pharmaceutical companies, CROs, and biotech organizations. Engagements leverage proprietary frameworks including CertusAI (automated TLF quality control) and AxiomAI (SDTM/CDISC transformation). Pricing, scope, and compliance requirements are defined in the applicable SOW and, where applicable, a Business Associate Agreement.

1.4 Advisory Programs

• AI Strategy Sprint: Clarity workshops leading directly to execution
• Executive AI Consultation: Strategic foresight sessions for leadership and boards

1.5 Service Tiers

02 Engagement Process

2.1 Project Phases

All engagements follow our AMICA Framework methodology, tailored to scope and complexity:

• Discovery: Requirements gathering, success metrics definition, technical architecture assessment, and resource allocation planning
• Design: Solution architecture development, integration planning, security protocols, and custom framework adaptation
• Build: Core implementation, testing, AI model training and optimization, quality assurance, and compliance validation
• Deploy: Go-live execution, user training, performance monitoring, documentation, and knowledge transfer
• Optimize: Continuous improvement, performance analytics, strategic consulting, and expansion planning

2.2 Success Metrics

All projects include measurable KPIs as defined in the SOW, which may include time saved, cost reduction percentage, process efficiency gains, user adoption rates, and ROI achievement timeline.

03 Payment Terms

3.1 Payment Schedule

Project-Based Services: Payment milestones are defined in the applicable SOW. Unless otherwise specified, standard terms are 50% upon contract execution, 30% at milestone completion, and 20% upon final delivery and acceptance.

Subscription Services: Monthly subscriptions are billed in advance. Annual subscriptions receive a discount as specified in the SOW. Enterprise contracts may have custom billing terms.

3.2 Late Payment

• Late fees of 1.5% per month apply to overdue amounts
• Service suspension may occur after 30 days of non-payment
• Collection costs are recoverable from Client

04 Intellectual Property & Confidentiality

4.1 INNOVIZZ Proprietary Assets

The following remain INNOVIZZ's exclusive intellectual property:

• AMICA Framework (delivery methodology)
• IGNITE Values System
• CertusAI (automated TLF quality control)
• AxiomAI (SDTM/CDISC transformation engine)
• DataMatrix Catalyst Framework
• IntelliEdge Accelerator Playbook
• WebCortex GrowthStack Method
• OmniReach Impact Cycle
• AutoFlow Efficiency Engine
• All software, algorithms, AI models, and service platforms

4.2 Client Data Ownership

Client retains ownership of all business data. INNOVIZZ is granted a limited license for service delivery only. Data anonymization for AI model improvement requires explicit consent. No data is shared with third parties without explicit permission.

4.3 Confidentiality

Both parties agree to maintain strict confidentiality of proprietary business information, technical specifications and methodologies, financial and strategic data, and trade secrets and competitive information. Confidentiality obligations survive termination of this Agreement.

05 Service Level Agreements

5.1 Platform Availability

Uptime commitments and availability guarantees are defined in the applicable SOW or service-level addendum based on the engagement tier. Response time commitments are structured by issue severity:

• Critical issues: Response within 2 hours
• High priority: Response within 4 hours
• Medium priority: Response within 24 hours
• Low priority: Response within 72 hours

5.2 Performance Standards

AI model accuracy targets, processing speed benchmarks, and reporting timelines are defined per engagement in the SOW and validated during the deployment phase.

06 Data Security & Compliance

6.1 Security Measures

• AES-256 encryption at rest and TLS 1.3 encryption in transit
• Multi-factor authentication required for all access
• Role-based access permissions with audit logging
• Regular penetration testing and vulnerability assessments
• Security architecture designed to support SOC 2 Type II and ISO 27001 standards

6.2 Regulatory Compliance

• Healthcare: Infrastructure designed to meet HIPAA requirements; BAA available upon request
• Clinical Trials: Support for FDA 21 CFR Part 11 and Good Clinical Practice (GCP) alignment
• Data Protection: GDPR compliance for EU operations
• Financial: SOX compliance capabilities for financial services engagements

07 Warranties & Representations

7.1 INNOVIZZ Warranties

We warrant that our services will be performed in a professional, workmanlike manner, comply with applicable laws and regulations, meet documented specifications and requirements as defined in the SOW, and be free from material defects for 90 days post-delivery.

7.2 Client Warranties

Client warrants that all provided data is accurate and complete, necessary permissions and consents have been obtained, use of services complies with applicable laws, and no third-party rights are violated.

7.3 Mutual Warranties

Both parties warrant authority to enter into this Agreement, absence of conflicts with existing obligations, compliance with anti-corruption laws, and good faith performance of obligations.

08 Limitation of Liability

8.1 Force Majeure

Neither party is liable for delays or failures due to circumstances beyond reasonable control, including natural disasters, government actions, pandemic, civil unrest, or cyber attacks originating from third parties.

09 Termination & Suspension

9.1 Termination for Convenience

Either party may terminate with 30 days' written notice for ongoing services. Project-based work continues until completion unless mutually agreed otherwise.

9.2 Termination for Cause

Immediate termination is permitted for material breach not cured within 30 days, non-payment after 30-day notice, violation of confidentiality or intellectual property rights, or illegal or fraudulent activities.

9.3 Effect of Termination

Upon termination, Client pays for services performed to date, data is returned or destroyed per Client's instruction within 30 days, confidentiality obligations survive termination, and license to use INNOVIZZ proprietary frameworks terminates.

10 Support & Maintenance

10.1 Standard Support

• Business hours technical assistance
• Software updates and patches
• Basic troubleshooting and guidance
• Access to knowledge base and documentation

10.2 Premium Support

• 24/7 technical support
• Dedicated account manager
• Priority response times
• Quarterly business reviews

Premium support availability and pricing are defined in the applicable SOW or support addendum.

11 Acceptance & Change Management

11.1 Acceptance Criteria

Services are deemed accepted when delivered according to specifications, testing confirms functionality, Client signs formal acceptance, or 10 business days pass without written rejection.

11.2 Change Requests

Changes to scope require a written change request, impact assessment and pricing update, mutual agreement on timeline, and updated project documentation. All change requests are evaluated within 5 business days.

12 Governing Law & Disputes

12.1 Governing Law

This Agreement is governed by the laws of the Commonwealth of Pennsylvania, United States, without regard to conflict of law principles.

12.2 Dispute Resolution

• Step 1: Good faith negotiation (30 days)
• Step 2: Mediation with an agreed mediator (60 days)
• Step 3: Binding arbitration (final resolution)

Exception: Intellectual property disputes may proceed directly to court for injunctive relief.

13 General Provisions

Entire Agreement: This Agreement, together with referenced policies, SOWs, and addenda, constitutes the complete agreement between the parties.

Amendments: Changes must be in writing and signed by authorized representatives of both parties.

Assignment: Neither party may assign without written consent, except INNOVIZZ may assign to affiliates or in connection with a sale of business.

Severability: If any provision is found invalid or unenforceable, the remaining provisions continue in full force and effect.

Waiver: Failure to enforce any provision does not constitute a waiver of that provision or any other provision.

Notices: All formal notices must be delivered in writing to the addresses specified in the applicable SOW.

14 Contact Information

INNOVIZZ Inc.