Breezell Professional Services Terms
1. Introduction
These Professional Services Terms (“Terms”) apply to professional services provided by Breezell, including but not limited to technical consulting, architecture guidance, AI Agent and Skill customization, integration support, proof-of-concept (PoC), training, implementation assistance, and other services agreed in writing (collectively, “Professional Services”).
These Terms form part of Breezell’s overall legal framework together with its Terms of Service, Privacy Policy, Cookie Policy, Service Level Agreement & Support Policy, and Community Terms. In case of conflict, a signed statement of work (SOW), service order, or master agreement shall prevail.
2. Scope of Professional Services
The scope, deliverables, timeline, fees, and responsibilities for Professional Services shall be defined in a mutually agreed SOW or service order.
Professional Services do not guarantee any specific business, legal, or commercial outcome unless explicitly stated.
Services are provided based on Breezell’s existing product capabilities and reasonable technical assumptions.
3. Customer Responsibilities
The customer shall:
- Provide timely and accurate information and cooperation
- Ensure it has lawful rights to all provided data, code, and systems
- Remain responsible for final technical and business decisions based on the services
Breezell is not responsible for delays or additional costs caused by the customer.
4. Access and Environment
Access to customer systems or data, if required, shall be limited to the minimum necessary and subject to agreed security requirements.
Breezell is not responsible for pre-existing issues or third-party system failures in the customer environment.
5. Fees and Payment
Professional Services are generally provided for a fee, as specified in the applicable SOW or service order.
Fees already incurred or services already rendered are non-refundable unless otherwise agreed.
6. Intellectual Property
Unless otherwise agreed in writing, Breezell retains ownership of methodologies, know-how, tools, templates, and non-customer-specific deliverables developed during Professional Services.
Customers retain ownership of their pre-existing materials.
Ownership of custom deliverables shall be governed by the applicable SOW or agreement.
7. Confidentiality
Each party shall protect the other party’s non-public information disclosed during Professional Services.
Confidential information does not include information that is public, independently obtained, or legally required to be disclosed.
8. Warranties and Disclaimers
Breezell will perform Professional Services using reasonable skill and care.
Except as expressly stated, Professional Services are provided on an “AS IS” basis.
9. Limitation of Liability
To the maximum extent permitted by law, Breezell shall not be liable for indirect, incidental, or consequential damages.
Unless otherwise agreed, Breezell’s total liability shall not exceed the fees paid for the applicable Professional Services.
10. Term and Termination
These Terms apply upon commencement of Professional Services.
Either party may terminate Professional Services for material breach not cured within a reasonable period.
11. Governing Law and General Provisions
Governing law and dispute resolution shall follow the applicable master agreement.
Invalid provisions do not affect the validity of remaining provisions.