Terms & Conditions

1. Company Information

• Legal entity: nlsio LLC
• Jurisdiction: State of Texas, United States
• Email: [email protected]
• Phone: +1 650 660 6612

2. Services

number6.ai provides AI consulting services including, but not limited to:

• AI workshops, training, and coaching
• AI readiness assessments and strategy development
• AI workflow audits and roadmap planning
• Custom AI agent development and deployment
• Retrieval-augmented generation (RAG) knowledge system design and implementation
• Ongoing AI advisory retainers and managed AI services

The specific scope, deliverables, timeline, and fees for each engagement will be defined in a separate Statement of Work ("SOW") or proposal agreed upon by both parties before work begins.

3. Engagement Process

1. Discovery call. All engagements begin with a free discovery call to assess fit and scope. No obligation arises from this call.
2. Proposal / SOW. Following the discovery call, we will provide a written proposal or SOW outlining scope, deliverables, timeline, and pricing.
3. Acceptance. Work begins only upon your written acceptance of the proposal or SOW (email acceptance is sufficient) and receipt of any required upfront payment.

4. Fees and Payment

4.1 Pricing

All fees are quoted in US Dollars (USD) unless otherwise agreed in writing. UK and European clients may be invoiced in GBP or EUR at equivalent rates.

4.2 Payment Terms

Unless otherwise specified in the SOW:

• Projects under $10,000: 100% due upon acceptance, before work begins.
• Projects $10,000–$25,000: 50% due upon acceptance; 50% due upon delivery.
• Projects over $25,000: 40% due upon acceptance; 30% due at project midpoint; 30% due upon delivery.
• Retainers: Invoiced monthly in advance.

4.3 Late Payment

Invoices are due within 14 days of issue unless otherwise agreed. Late payments may incur interest at a rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower) on the outstanding balance. We reserve the right to suspend work on any engagement with overdue invoices.

4.4 Expenses

Travel expenses for in-person delivery outside the Houston metro area will be quoted separately and require your prior approval. Third-party software licenses and API costs required for deployed solutions are your responsibility and will be discussed transparently before you commit.

5. Intellectual Property

5.1 Client Materials

You retain all rights to any materials, data, documents, or content you provide to us ("Client Materials"). You grant us a limited, non-exclusive license to use Client Materials solely for the purpose of performing the agreed services.

5.2 Deliverables

Upon full payment, you receive ownership of all custom deliverables created specifically for you under the SOW, including custom code, agents, configurations, and documentation ("Deliverables").

5.3 Pre-Existing and General IP

We retain ownership of all pre-existing intellectual property, general methodologies, frameworks (including the number6 AI Readiness Index™), templates, tools, techniques, and know-how developed before or independently of your engagement. Where such materials are incorporated into Deliverables, we grant you a perpetual, non-exclusive, royalty-free license to use them as part of the Deliverables.

5.4 Feedback and Improvements

General knowledge, skills, experience, and ideas (including concepts, techniques, and know-how) gained during the engagement may be retained and used by us in future work for other clients, provided we do not disclose your Confidential Information.

6. Confidentiality

6.1 Definition

"Confidential Information" means any non-public information disclosed by either party to the other in connection with the services, including business plans, data, technical information, client lists, pricing, and strategies.

6.2 Obligations

Each party agrees to:

• Use the other party's Confidential Information only for the purposes of the engagement.
• Not disclose Confidential Information to third parties without prior written consent.
• Protect Confidential Information with at least the same degree of care used for its own confidential information, but no less than reasonable care.

6.3 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no fault of the receiving party.
• Was already known to the receiving party before disclosure.
• Is independently developed without use of the disclosing party's Confidential Information.
• Is required to be disclosed by law, regulation, or court order (with prompt notice to the disclosing party where permitted).

6.4 Duration

Confidentiality obligations survive termination of the engagement for a period of three (3) years.

7. Data Protection

7.1 Your Data

We process Client data only as necessary to perform the agreed services. We do not sell, rent, or share your data with third parties for marketing purposes.

7.2 AI and Third-Party Tools

Our services may involve the use of third-party AI platforms and tools (e.g., OpenAI, Anthropic, Google, etc.). We will inform you of any third-party services used in your engagement and their relevant data handling practices. You acknowledge that data submitted to third-party AI platforms may be subject to those platforms' terms of service and privacy policies.

7.3 Security

We employ commercially reasonable technical and organizational measures to protect your data. However, no method of electronic transmission or storage is 100% secure, and we cannot guarantee absolute security.

7.4 GDPR and UK Data Protection

For clients based in the European Economic Area (EEA) or the United Kingdom, where we process personal data on your behalf we act as a data processor and you act as the data controller. We will:

• Process personal data only on your documented instructions.
• Implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk.
• Assist you in meeting your obligations under the General Data Protection Regulation (GDPR) or UK GDPR, including responding to data subject requests.
• Delete or return personal data upon termination of the engagement, at your election.
• Where required, enter into a Data Processing Agreement (DPA) that satisfies the requirements of applicable data protection law.

Any transfer of personal data outside the EEA or UK will be subject to appropriate safeguards (such as Standard Contractual Clauses) as required by applicable law.

8. Warranties and Disclaimers

8.1 Our Warranty

We warrant that:

• Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards.
• We have the necessary skills, experience, and qualifications to perform the services described in the SOW.

8.2 Satisfaction Guarantee

If you are not satisfied with a workshop or assessment after delivery, we will redo it at no additional charge or refund your payment, at your election. For larger projects, satisfaction checkpoints are built into the payment schedule.

8.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS." WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not guarantee specific business outcomes, revenue increases, cost savings, or results from the implementation of our recommendations or deliverables. AI technology is evolving rapidly; results depend on many factors beyond our control, including your data quality, team adoption, and market conditions.

9. Limitation of Liability

9.1 Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY ARISING OUT OF OR RELATED TO ANY ENGAGEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU FOR THAT ENGAGEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9.2 Exclusion of Consequential Damages

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.3 Exceptions

Nothing in these Terms limits liability for fraud, willful misconduct, gross negligence, or any liability that cannot be excluded or limited under applicable law.

10. Termination

10.1 Termination for Convenience

Either party may terminate an engagement by providing 14 days' written notice. Upon termination for convenience:

• You pay for all work completed and expenses incurred through the termination date.
• We deliver all completed and in-progress Deliverables.

10.2 Termination for Cause

Either party may terminate immediately upon written notice if the other party:

• Materially breaches these Terms or the SOW and fails to cure within 14 days of written notice.
• Becomes insolvent, files for bankruptcy, or ceases operations.

10.3 Effect of Termination

Sections 5 (Intellectual Property), 6 (Confidentiality), 8.3 (Disclaimer), 9 (Limitation of Liability), and 12 (Governing Law) survive termination.

11. Independent Contractor

We are an independent contractor, not your employee, partner, or agent. Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship. We retain full control over the manner and means of performing the services.

12. Governing Law and Dispute Resolution

12.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Texas, United States, without regard to conflict of law principles.

12.2 Dispute Resolution

The parties agree to attempt to resolve any dispute arising from these Terms through good-faith negotiation. If a dispute cannot be resolved within 30 days, either party may pursue resolution through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, with the arbitration to be held in Houston, Texas. The arbitrator's decision shall be final and binding.

12.3 Small Claims

Notwithstanding Section 12.2, either party may bring an action in small claims court if the claim qualifies.

13. Use of the Website

13.1 Permitted Use

The Site and its content (text, graphics, images, and other materials) are provided for informational purposes. You may browse and download content for personal, non-commercial use only.

13.2 Prohibited Use

You may not:

• Copy, modify, distribute, or publicly display Site content without our prior written consent.
• Use the Site for any unlawful or unauthorized purpose.
• Attempt to gain unauthorized access to any part of the Site or its systems.
• Use automated tools to scrape, crawl, or extract data from the Site without permission.

13.3 Availability

We strive to keep the Site available but do not guarantee uninterrupted access. We may modify, suspend, or discontinue the Site at any time without notice.

14. Third-Party Links

The Site may contain links to third-party websites. We are not responsible for the content, accuracy, or practices of third-party sites. Inclusion of a link does not imply endorsement.

15. Indemnification

You agree to indemnify and hold harmless nlsio LLC, its members, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from:

• Your breach of these Terms.
• Your misuse of Deliverables or services in violation of applicable law.
• Any third-party claim arising from Client Materials you provide to us.

16. Force Majeure

Neither party shall be liable for delays or failure to perform due to causes beyond its reasonable control, including natural disasters, pandemics, government actions, internet outages, or failures of third-party AI platforms or services.

17. General Provisions

17.1 Entire Agreement

These Terms, together with any applicable SOW or proposal, constitute the entire agreement between the parties regarding the subject matter hereof. In the event of a conflict between these Terms and a SOW, the SOW shall prevail to the extent of the conflict.

17.2 Amendments

We may update these Terms from time to time. Material changes will be posted on the Site with an updated "Last updated" date. Continued use of the Site or services after changes constitutes acceptance.

17.3 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.

17.4 Waiver

Failure to enforce any right or provision of these Terms does not constitute a waiver of that right or provision.

17.5 Assignment

You may not assign your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations without restriction.

17.6 Notices

Notices under these Terms shall be sent by email to:

• To us: [email protected]
• To you: The email address provided in the applicable SOW or proposal.

18. AI Regulatory Compliance

18.1 EU AI Act (Regulation (EU) 2024/1689)

number6.ai monitors and works to align its practices with the EU Artificial Intelligence Act ("EU AI Act"), which applies to AI systems placed on the market or put into service in the European Union. When performing services for clients subject to the EU AI Act, we will:

• Assist you in identifying the applicable risk category (unacceptable, high, limited, or minimal risk) for AI systems we develop or deploy on your behalf, based on the use case and context you provide.
• Decline to develop or deploy AI systems that engage in practices prohibited under Article 5 of the EU AI Act, including systems that exploit vulnerabilities, use subliminal techniques to manipulate behaviour, or enable real-time remote biometric identification in public spaces (except where permitted by law).
• For AI systems classified as high-risk under Annex III of the EU AI Act (e.g., systems used in employment, education, essential services, or critical infrastructure), document agreed transparency and human-oversight measures in the applicable SOW.
• Provide reasonable technical documentation supporting your conformity assessment obligations where required by the EU AI Act.

18.2 Transparency and Explainability

Where our services involve AI systems that interact directly with natural persons, or that generate content intended to be presented to natural persons:

• We will disclose the involvement of AI in any communications or automated decision-making processes we operate on your behalf.
• We will support you in implementing required transparency notices and disclosures to end users, including disclosure of AI-generated content where required by applicable law.
• We will document, to a commercially reasonable degree, the capabilities, limitations, and intended use of AI systems we build for you.

18.3 Human Oversight

We design AI solutions with meaningful human oversight in mind. For any high-risk AI application, we will, as agreed in the SOW:

• Build in mechanisms that allow human review, correction, or override of AI outputs.
• Provide logging and audit trail functionality to support post-deployment monitoring.
• Alert you to known limitations or risks that may affect the safe operation of the AI system.

18.4 UK AI Governance

For clients based in the United Kingdom, we align our services with the UK government's pro-innovation AI governance framework and the guidance issued by the Information Commissioner's Office (ICO) on AI and data protection. We will reasonably assist UK clients in applying the ICO's guidance on explaining AI decisions and conducting AI-related Data Protection Impact Assessments (DPIAs) where required.

18.5 US AI Regulations

We monitor applicable US federal and state AI regulations and executive guidance (including relevant NIST AI Risk Management Framework recommendations). We will incorporate applicable requirements into our service delivery as they become effective and are relevant to your engagement.

18.6 Client Compliance Responsibility

Ultimate compliance with applicable AI regulations—including but not limited to the EU AI Act, UK AI governance frameworks, and US federal or state AI laws—is your responsibility as the operator or deployer of AI systems. Our consulting services are designed to support your compliance journey, but they do not constitute legal advice. You should seek independent legal counsel for regulatory compliance determinations. We will not be liable for your failure to comply with applicable AI regulations unless caused directly by our negligence or wilful misconduct.

19. Contact Us

If you have questions about these Terms, please contact us:

• Email: [email protected]
• Phone: +1 650 660 6612
• Entity: nlsio LLC, Texas, United States