Effective Date: October 1, 2026
Last Updated: October 1, 2026
These Professional Services Terms (these "Services Terms") govern implementation, configuration, integration, migration, development, website builds, training, consulting and expressly ordered hosting or managed services (collectively, "Professional Services") supplied by Agentshelf Inc ("AgentShelf") to a business or organization ("Customer"). They apply only when expressly incorporated into an accepted Order or SOW for those services (an "Engagement"). They do not themselves purchase a service or authorize a charge.
1. Application and contract priority
These Services Terms supplement the Platform Terms of Service and their applicable incorporated documents, or an executed Enterprise MSA that expressly incorporates these Services Terms (the "Agreement"). Capitalized terms not defined here have their meanings in the Agreement. For Professional Services, an Order must be an order form or statement of work ("SOW") that identifies the Engagement, incorporates these Services Terms, and is signed by authorized representatives of both parties, including by electronic signature. Customer accepts these Services Terms by signing that Order. Publication, access to the Legal Center, Platform signup, checkout or continued use alone does not constitute that acceptance.
The Agreement's contract-priority rules control. Subject to those rules, an Order's express engagement-specific scope, commercial terms, deliverable rights, acceptance, warranty and termination provisions control over inconsistent defaults here, and these Services Terms control their professional-services subject matter over inconsistent general Platform Terms. An executed DPA controls its personal-data processing subject matter. An executed Enterprise MSA controls priority and amendments where applicable.
These Services Terms do not create a separate indemnity, liability cap or dispute regime, expand payment authorization, or alter Customer Content or Output rights. Those matters change only through the Agreement's applicable express amendment and acceptance requirements.
2. Orders and scope
Each Order will identify the services and intended deliverables, fees and billing method, service period or milestones, material Customer dependencies, acceptance criteria where applicable, and any included support or hosting. Section 7 governs deliverable ownership and licenses unless the Order states otherwise. Invoice deadlines, commitments, renewal and any cancellation or acceleration terms are stated in the Order.
Only expressly ordered services are included. Proposals, demonstrations, roadmaps and informal discussions do not expand an Engagement. A fixed fee covers only its agreed scope and assumptions. Time-and-materials estimates are budgeting estimates, not fixed prices or guarantees of completion; any expressly accepted spending ceiling remains binding. AgentShelf is not required to continue work beyond an approved ceiling without an approved increase.
Training and advisory services purchase professional time and expertise, not a particular operational or commercial result. Maintenance, new features, content updates, monitoring, third-party fees and post-project support are excluded unless expressly included. Purchasing an Engagement does not purchase a Platform subscription, Credits, Marketplace rights, voice or messaging service, or a third-party license.
3. Delivery and Customer cooperation
AgentShelf controls its delivery methods, personnel and work sequencing, subject to the Order, agreed security requirements and applicable law. Services are delivered remotely unless the Order provides otherwise. AgentShelf may replace personnel with comparably qualified personnel; no particular individual is guaranteed unless expressly agreed. Each party will designate a project contact. Commercial amendments require the authority and approvals specified in the Order and Agreement.
Customer will timely provide accurate requirements, content, decisions, testing, personnel and lawful access reasonably needed for the Engagement, including domain, DNS and connected-account access where relevant. Customer is responsible for rights, licenses, notices and consents for its materials, instructions and deployments. It must disclose material regulatory, industry, security and residency requirements before contracting. Undisclosed requirements do not become included services or agreed certifications.
Customer will maintain appropriate backups, access controls and deployment safeguards for Customer-controlled systems.
Dates identified as estimates are not guaranteed deadlines. AgentShelf is not responsible for delay or nonperformance to the extent caused by Customer's unmet dependencies, unauthorized changes or third parties outside AgentShelf's contractual responsibility. AgentShelf may pause affected work and reschedule personnel. Such a delay does not excuse fees due or extend a purchased service period. Additional fees or revised commitments require accepted Order terms or a written change order.
4. Changes and additional work
Changes to scope, deliverables, assumptions, schedule, fees, material staffing requirements or processing restrictions require a written change order accepted by authorized representatives of both parties under the Order's amendment process. AgentShelf has no obligation to begin changed work before that approval and may pause affected work while a change is assessed.
An Order may authorize a designated contact to approve additional hours or tasks in writing at already agreed rates and within stated limits. That approval authorizes only the identified work and resulting fees. Routine feedback, a support request or acceptance of a deliverable does not authorize additional billable work.
AgentShelf may decline requests outside scope. Correction of a valid acceptance rejection or an express warranty nonconformity is not an additional chargeable scope change. An enhancement or changed preference is not a defect merely because Customer requests it during acceptance or warranty review.
5. Fees and payment protections
Customer will pay the fees, taxes and approved expenses stated in the Order. Time-and-materials charges are based on work performed within the authorized scope at agreed rates; fixed-fee, milestone, retainer and reserved-capacity charges follow the accepted billing schedule. Monthly installments do not turn an expressly accepted fixed commitment into a month-to-month engagement. Payment is not contingent on an unpurchased feature, Customer's business results or a third party paying Customer.
Invoice payment periods and any late charges are stated in the signed Order or SOW or executed Enterprise MSA. Customer will promptly describe an invoice dispute in writing with supporting details, pay undisputed amounts when due and cooperate in resolving the disputed portion.
Travel, lodging and other out-of-pocket expenses require prior written approval and will be reasonably documented. An agreed price excludes applicable taxes unless the Order states otherwise; taxes legally due will be identified on the invoice, excluding taxes based on AgentShelf's net income.
Customer pays AgentShelf unless it separately contracts with another provider. Platform subscriptions and Engagement charges remain governed by their own accepted payment terms even when shown on the same Order. A combined summary does not merge invoice streams designated as separate in the Order. A saved payment method, these Services Terms or approval of work alone does not authorize automatic collection. Automatic payments require the applicable affirmative authorization for the disclosed charges and timing.
6. Retainers and purchased hours
A retainer reserves the availability, time and effort described in the Order; it is not a promise to complete unlimited requests or achieve a particular result. Services are scheduled subject to the agreed service period, delivery hours and reasonable personnel availability. Urgent, after-hours and on-call support are included only if expressly purchased.
Included retainer hours expire at the end of their applicable service period and do not roll over, accumulate, transfer or convert to cash unless the Order expressly provides otherwise. Prepaid blocks and packaged services have the consumption period expressly stated in their Order. Customer's failure to request or attend available services does not alone create a refund or extend that period.
Additional hours require the approval described in Section 4 and are outside the retainer unless expressly included. Preparation, meetings, analysis and documentation count as professional time when reasonably undertaken within the ordered scope. Customer-delay or missed-session charges apply only if disclosed and accepted in the Order.
Discounts apply only to the services and periods expressly identified in the Order. They do not automatically carry into an extension, renewal, additional service or additional hours unless the Order expressly includes them. A fixed-term Engagement expires without automatic renewal unless its Order expressly establishes the renewal terms and applicable payment authorization.
7. Work product and intellectual property
Customer materials and Outputs. Customer retains its supplied materials and the Customer Content and Output rights granted by the Agreement. Customer permits AgentShelf to use those materials only as authorized by the Agreement and needed for the Engagement. Their inclusion in a report, configuration or deliverable does not transfer them to AgentShelf or permit unrelated reuse.
AgentShelf ownership by default. "Work Product" means reports, designs, documentation, code, configurations and other materials created or supplied by AgentShelf for an Engagement, excluding Customer Content, Outputs and third-party materials. AgentShelf retains its rights in Work Product unless the Order expressly assigns designated deliverables. AgentShelf also retains its Platform, pre-existing materials, reusable tools, templates, generic components, methods, improvements and know-how ("AgentShelf Materials"). Work commissioned or paid for by Customer is not automatically a work made for hire or an assignment.
Default paid-use license. Upon payment of all amounts due under the applicable Order, AgentShelf grants Customer a perpetual, worldwide, non-exclusive, royalty-free license to use, reproduce, modify and maintain that Work Product for Customer's business purposes, including public display and deployment on Customer's websites or other customer-facing channels within the Order's scope. Customer may allow its service providers to exercise those rights solely on its behalf, subject to appropriate confidentiality protection. This does not license standalone resale or distribution of AgentShelf's reusable tools or Platform source code. Transfer is permitted only with an assignment allowed by the Agreement.
Express assignments. If an Order expressly identifies deliverables created specifically and exclusively for Customer as assigned "Customer Deliverables," AgentShelf assigns its rights in those deliverables upon payment of all amounts due under the applicable Order, excluding AgentShelf Materials and third-party materials. Embedded AgentShelf Materials are licensed under the paid-use license above to the extent necessary to exercise the assigned rights. File formats, source files and handoff items must be identified in the Order; an assignment does not transfer Platform source code, internal repositories or unrelated development materials.
Retained and third-party rights. AgentShelf may reuse its own general technology, skills and know-how and develop similar services for others, but not Customer's Confidential Information, Customer Content, Outputs or exclusively assigned Customer Deliverables. AgentShelf will obtain from personnel and Delivery Partners the rights necessary to grant the expressly agreed rights. Third-party and open-source components remain subject to their licenses. No party transfers rights it does not hold. Continued access to hosted services requires the applicable active service agreement; a perpetual Work Product license does not include perpetual hosting, maintenance or model access.
8. Deliverable acceptance
Acceptance applies only to deliverables designated for acceptance, not to recurring availability, time-based advice or hosting unless the Order states otherwise. Customer has ten business days after delivery, or the different period stated in the Order, to accept or give written notice describing a material failure to meet the agreed scope or acceptance criteria. "Business day" means Monday through Friday, excluding United States federal holidays. AgentShelf will use commercially reasonable efforts to correct a valid nonconformity and resubmit the affected portion.
A deliverable is accepted upon Customer's written confirmation, production use other than testing, or expiry of the review period without a valid written rejection. Minor defects that do not materially impair agreed functionality do not prevent acceptance but remain subject to any express warranty. A corrected portion receives the same review period, limited to the identified nonconformity and changes introduced by its correction. Previously accepted unaffected portions are not reopened.
9. Professional services warranty
AgentShelf warrants that paid Professional Services will be performed in a professional and workmanlike manner by appropriately skilled personnel and materially conform to the applicable Order. Customer must notify AgentShelf in writing of a material nonconformity within thirty calendar days after performance or, for a deliverable subject to Section 8, within thirty calendar days after acceptance. A timely valid acceptance rejection remains subject to Section 8 even before acceptance.
For a valid claim, AgentShelf will, at its option and expense, correct the affected deliverable, reperform the affected services, or terminate the nonconforming portion and refund fees paid attributable to that portion. If AgentShelf elects correction or reperformance but cannot materially cure the nonconformity within a reasonable period, Customer may terminate that portion and receive that refund. These are Customer's exclusive Professional Services warranty remedies, subject to non-excludable legal rights and any expressly controlling Order or Enterprise MSA.
This warranty does not cover a nonconformity caused by Customer's materials or instructions, unauthorized modifications, use outside the agreed scope, or third-party products outside AgentShelf's contractual responsibility. These Services Terms do not guarantee revenue, conversion, search ranking, regulatory compliance, uninterrupted availability, error-free software or accurate AI Outputs. Advisory services are not legal, tax, financial or regulated professional advice unless expressly agreed through an appropriately qualified engagement.
This section governs Professional Services warranties only. The Agreement's other disclaimers and limitations remain in force. No uptime commitment or service credits arise without an expressly agreed SLA.
10. Confidentiality and approved data use
The Agreement's confidentiality, security, privacy and data-processing obligations apply throughout the Engagement. Customer will identify intended systems, data categories and processing restrictions before access is granted. Customer will grant only the access the work requires and is responsible for authorizing credentials and production changes.
The Agreement's data-use and no-training commitments for Customer Content and Outputs apply to Professional Services. Approved AI use remains subject to the AI and Product Schedule, agreed provider restrictions and required authorizations, including any Contributor Model opt-in.
Where required by law or the agreed processing arrangements, the parties must execute a DPA before the relevant processing. Return, deletion and incident notice follow the Agreement, applicable DPA and law.
11. Hosting and managed services
Hosting, maintenance and managed operations apply only to the systems, tasks and service period identified in the Order. The Order identifies the included operations, including any agreed backups, restoration, monitoring, content changes and transition support. AgentShelf is not required to operate an unlisted system or provide an unpurchased support level.
Customer remains responsible for its business content, lawful deployments, domains and third-party accounts under its control.
Unless expressly agreed, a website build does not include ongoing hosting or maintenance, and a hosting purchase does not include a new build. Changes affecting an integration, third-party platform or model may require an approved scope change.
12. Delivery partners and independent contractors
AgentShelf may use qualified affiliates, contractors and Delivery Partners and remains responsible for their performance to the same extent as its own under the Agreement. AgentShelf will require them to comply with appropriate confidentiality, security and data-protection requirements.
AgentShelf manages its personnel and partner relationships and is responsible for their compensation and applicable employment obligations. They are not Customer's employees or agents and have no authority to amend Customer's contract or collect payment from Customer. Customer may specify outcomes and reasonable access and security requirements but does not assume employer functions. Staff augmentation or direct Customer supervision requires a specifically agreed arrangement. Customer will direct commercial and scope instructions through AgentShelf or the contacts expressly authorized in the Order.
13. Expiry suspension and termination
An Engagement starts and ends as stated in its Order. Customer may not cancel an express fixed commitment for convenience unless its Order grants that right. Expiry of a fixed term creates no renewal or new commitment by itself. Any agreed renewal, extension, notice period or revised price must follow the Order and the Agreement's acceptance requirements.
Either party may terminate an affected Engagement for a material breach not cured within thirty calendar days after written notice, or immediately if it cannot be cured, unless a controlling Order or Enterprise MSA sets a different process. AgentShelf may suspend affected work as the Agreement provides, including for nonpayment, unlawful activity or a security threat.
Customer remains responsible for fees properly earned or due, approved additional work, applicable taxes and approved non-cancellable commitments. Future committed fees, early-termination charges or acceleration apply only as expressly disclosed and accepted in the Order, not by implication from these Services Terms. No future commitment is payable for a portion validly terminated for AgentShelf's material breach, terminated by AgentShelf without cause, or covered by an express refund remedy, subject to the Agreement and applicable law.
Fees for services performed, completed milestones and reserved service periods made available are non-refundable except under the Agreement, an express Order remedy or mandatory law. If AgentShelf terminates without cause or Customer validly terminates for AgentShelf's uncured breach, unused prepaid fees attributable to the terminated portion will be refunded. A warranty refund follows Section 9.
On termination, AgentShelf will stop affected work and provide paid-for Work Product and work in progress in their then-current form under the agreed rights. Additional migration, retraining, replacement-provider support or other transition work requires agreed scope and fees. Termination does not revoke an assignment or perpetual license already earned by payment; its use remains subject to its scope and restrictions. Payment, confidentiality, intellectual-property rights, indemnities, liability limits and other obligations intended to survive continue under the Agreement.
14. Risk allocation and disputes
The Agreement's indemnities apply only within their stated scope. Ordering Professional Services, identifying a deliverable or assigning Work Product does not expand the Platform Terms' infringement indemnity to commissioned work, Outputs, generated code or third-party materials. No additional indemnity is created here.
The Agreement's exclusions and single aggregate liability limit apply to Professional Services, warranties, confidentiality, privacy, security and subcontracted performance to the extent stated there and permitted by law. These Services Terms create neither a second cap nor an uncapped professional-services obligation. Customer's payment and indemnity obligations remain subject to the Agreement's treatment of them. Governing law, venue, informal dispute resolution and any separately agreed arbitration follow the Agreement without a new dispute regime. Non-excludable legal rights remain in force.
15. Updates and notices
The dated Services Terms accepted for an Engagement apply to it. Updates follow Section 22 of the Platform Terms or an executed Enterprise MSA's controlling notice, acceptance and amendment provisions, and do not amend a signed Order. Current and dated versions are published in the AgentShelf Legal Center.
Contractual notices to AgentShelf must be sent to legal@agentshelf.ai, unless an executed agreement specifies another method. Customer notices use the legal-notice contact designated in the Order or the Agreement's applicable fallback. Project communications and support requests do not replace contractual notice. Product support is available at support@agentshelf.ai.