Terms and Conditions

1. Agreement to Terms

By accessing or using the services provided by DiPilato Automations Inc. ("Company," "we," "us," or "our"), you agree to be bound by these Terms and Conditions. If you do not agree to these terms, you may not access or use our services.

These terms apply to all visitors, users, customers, and others who access or use our website, services, consultations, automation implementations, or any related offerings.

2. Company Information

3. Services Description

DiPilato Automations Inc. provides business automation consulting and implementation services, including but not limited to:

• Business process automation consulting
• Workflow automation design and implementation
• Integration services connecting third-party platforms
• Custom automation development
• Training and support for automation systems
• Ongoing maintenance and optimization services

All services are provided on a custom basis according to individual client agreements and statements of work.

4. Service Agreement and Scope

4.1 Proposals and Acceptance: All services begin with a consultation and written proposal. Services commence only upon written acceptance (email acceptance is binding) and payment of any required deposits.

4.2 Scope of Work: The specific deliverables, timeline, and pricing will be outlined in individual statements of work or service agreements. Any changes to the agreed scope require written approval and may result in additional fees.

4.3 Client Responsibilities: Clients must provide timely access to systems, necessary credentials, accurate information, and reasonable cooperation. Delays caused by client unavailability may extend project timelines without penalty to the Company.

4.4 Third-Party Services: Our services may integrate with third-party platforms (e.g., Zapier, Make.com, n8n, APIs). We are not responsible for changes, downtime, or policies of third-party services that affect automation functionality.

5. Fees and Payment Terms

5.1 Pricing: All fees are specified in individual service agreements or invoices. Prices are subject to change for future services but will not affect existing agreements.

5.2 Payment Schedule: Unless otherwise specified:

• Project deposits (typically 50%) are due before work commences
• Remaining balances are due upon project completion or as specified in agreements
• Monthly retainer services are billed in advance on the 1st of each month
• Invoices are due within 15 days unless otherwise stated

5.3 Late Payments: Invoices unpaid after 30 days may accrue interest at 1.5% per month (18% annual) or the maximum allowed by law, whichever is less. Services may be suspended for accounts with overdue balances.

5.4 Payment Methods: We accept credit cards, ACH transfers, wire transfers, and checks. Chargebacks or payment disputes may result in immediate service termination and additional fees.

5.5 Taxes: All fees are exclusive of applicable taxes. Clients are responsible for all sales, use, value-added, and similar taxes.

6. Refund and Cancellation Policy

6.1 Custom Services: Due to the custom nature of our services, deposits and fees for completed work are non-refundable. Refunds may be considered on a case-by-case basis for extenuating circumstances.

6.2 Project Cancellation: Clients may cancel projects by providing written notice. Upon cancellation:

• Deposits are non-refundable
• Clients are responsible for payment for all work completed to date
• Any deliverables completed will be provided upon full payment

6.3 Retainer Cancellation: Monthly retainer services may be cancelled with 30 days written notice. No refunds will be provided for the current billing period.

6.4 Company Cancellation: We reserve the right to terminate services with or without cause by providing written notice. In such cases, prorated refunds will be provided for unused prepaid services.

7. Intellectual Property Rights

7.1 Client Ownership: Upon full payment, clients own all custom automation workflows, configurations, and documentation created specifically for their business.

7.2 Company Retention: We retain ownership of:

• General methodologies, templates, and frameworks
• Pre-existing intellectual property and tools
• Knowledge and techniques developed before or outside the engagement

7.3 Portfolio Rights: Unless otherwise agreed in writing, we may use non-confidential aspects of completed projects for marketing purposes, case studies, and portfolio display.

7.4 Third-Party IP: Clients are responsible for ensuring they have rights to use any systems, data, or materials provided to us for integration and automation.

8. Warranties and Disclaimers

8.1 Service Warranty: We warrant that services will be performed in a professional manner consistent with industry standards. Any issues must be reported within 30 days of delivery.

8.2 Disclaimer of Warranties: EXCEPT AS EXPRESSLY PROVIDED, ALL SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8.3 No Guarantee of Results: While we work to deliver effective automation solutions, we do not guarantee specific business outcomes, cost savings, time savings, or ROI. Estimates and projections are based on available information and assumptions.

8.4 Third-Party Dependencies: We are not liable for failures, changes, or discontinuation of third-party services, APIs, or platforms that affect automation functionality.

9. Limitation of Liability

9.1 Maximum 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 AMOUNT PAID BY THE CLIENT FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM IN THE 12 MONTHS PRECEDING THE CLAIM.

9.2 Excluded Damages: IN NO EVENT SHALL WE BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.3 Basis of Bargain: You acknowledge that we have set our prices and entered into this agreement in reliance upon the limitations of liability specified herein, which allocate the risk between us and form a basis of the bargain.

10. Indemnification

You agree to indemnify, defend, and hold harmless DiPilato Automations Inc., its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from: (a) your use of our services; (b) your violation of these terms; (c) your violation of any third-party rights; (d) any data, information, or content you provide; or (e) your use of automation systems in violation of applicable laws or regulations.

11. Confidentiality

11.1 Mutual Confidentiality: Both parties agree to maintain confidentiality of proprietary information shared during the engagement, including business processes, financial information, credentials, and technical details.

11.2 Exceptions: Confidentiality obligations do not apply to information that: (a) is publicly available; (b) was known prior to disclosure; (c) is independently developed; or (d) must be disclosed by law.

11.3 Security: We implement reasonable security measures to protect client information but cannot guarantee absolute security. Clients are responsible for maintaining security of their own systems and credentials.

12. Term and Termination

12.1 Term: These terms remain in effect while you use our services or have an active agreement with us.

12.2 Termination for Breach: Either party may terminate immediately if the other party materially breaches these terms and fails to cure within 15 days of written notice.

12.3 Effect of Termination: Upon termination:

• All outstanding payments become immediately due
• Access to systems and credentials will be revoked
• Completed deliverables will be provided upon full payment
• Ongoing support and maintenance cease

12.4 Survival: Sections related to payment, intellectual property, confidentiality, warranties, limitations of liability, and indemnification survive termination.

13. Governing Law and Dispute Resolution

13.1 Governing Law: These terms are governed by the laws of the Commonwealth of Massachusetts, without regard to conflict of law principles.

13.2 Jurisdiction: Any legal action must be brought in the state or federal courts located in Middlesex County, Massachusetts. You consent to personal jurisdiction in these courts.

13.3 Dispute Resolution: Before filing any legal action, parties agree to attempt good faith negotiation for at least 30 days. If negotiation fails, disputes may be resolved through binding arbitration under the American Arbitration Association rules.

13.4 Class Action Waiver: You agree to bring claims only in your individual capacity and not as part of any class or representative action.

14. General Provisions

14.1 Entire Agreement: These terms, together with any service agreements or statements of work, constitute the entire agreement between parties and supersede all prior discussions or agreements.

14.2 Modifications: We reserve the right to modify these terms at any time. Changes take effect upon posting to our website. Continued use of services constitutes acceptance of modified terms.

14.3 Severability: If any provision is found unenforceable, the remaining provisions remain in full effect.

14.4 Waiver: Failure to enforce any right does not constitute a waiver of that right.

14.5 Assignment: You may not assign or transfer these terms without our written consent. We may assign our rights and obligations without restriction.

14.6 Force Majeure: Neither party is liable for delays or failures due to circumstances beyond reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, or government actions.

14.7 Independent Contractors: The parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship.

15. Contact Information

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