Service Terms & Limitations
The terms that apply to every Keystone Advantage engagement: what we deliver, what you provide, and where responsibility ends.
1. Scope of work
We perform the work described in a written scope (a proposal, quote, statement of work or Upwork contract). Anything not written in the scope is excluded. Changes to scope, schedule or price are agreed in writing before the work is done. Estimates for hourly work are estimates, not caps, unless a cap is stated.
2. Your accounts, your systems
- Everything we build lives in accounts you own and control: your CRM, phone system, automation platform, AI provider, cloud hosting, domain and email. You grant us the least access needed, and you remove it when the work is done. We never ask for or store your passwords.
- You are responsible for the fees, subscriptions, usage charges, API keys, credits and payment methods of every third-party service your systems depend on, and for keeping them active and funded.
- You are responsible for your own internet connection, power, computers, phones, carriers and networks, and for any outage or loss caused by them.
3. Third-party services, AI providers and automation dependencies
Automations, integrations and AI features depend on services we do not operate (for example telephone and SMS carriers, CRM and scheduling platforms, automation platforms, AI model providers, email providers and hosting companies). We are not responsible for, and have no liability for:
- outages, slow-downs, bugs or data loss at a third-party service;
- a provider changing its features, pricing, rate limits, quotas, policies, terms or APIs, or discontinuing a product;
- a provider suspending, restricting or closing your account, including for policy or billing reasons;
- an AI model producing incorrect, incomplete, biased or inappropriate output, or an AI provider changing or retiring a model;
- a workflow stopping because credits, tokens, message allowances, API quotas, subscriptions, keys or payment methods were exhausted, expired or revoked;
- any cost or loss that follows from the above, including missed calls, lost leads, missed appointments, unsent or late messages, lost revenue or lost data.
Where you have a Managed Automation Support agreement we monitor what the agreement names, notify you when a workflow stops, repair what is within our control, and tell you what action is needed on your side. Without a support agreement, work after handover is a new engagement.
4. AI output and your review
AI-generated content, classifications, summaries and decisions are probabilistic aids, not facts. You are responsible for reviewing AI output before relying on it, acting on it, sending it to customers or using it to make legal, financial, medical, employment or safety decisions. Where we build human-approval steps into a workflow, bypassing or disabling them is at your risk.
5. Messaging, consent and compliance
You are the sender of every call, text message and email your systems send. You are responsible for obtaining and recording consent, honoring opt-outs, the content of messages, who receives them, and compliance with applicable laws and carrier rules (including the TCPA, CAN-SPAM, state privacy laws and carrier 10DLC registration). We build consent and STOP handling into messaging workflows and will not remove them on request; we do not provide legal advice.
6. No guarantee of results
We sell reliable implementation, not guaranteed outcomes. We do not guarantee leads, sales, rankings, visibility in AI assistants or search engines, cost savings, response times, uptime or any business result unless a specific, measurable commitment is written into a signed agreement.
7. Availability, security and backups
Unless a signed support agreement says otherwise, we make no uptime or availability commitment for systems we build or administer. After handover you are responsible for the security, patching, user management and backups of your systems. We are not a backup or disaster-recovery provider unless that service is specifically contracted, and even then recovery depends on the integrity of your source systems and third-party providers.
8. Acceptance and warranty
Delivered work is accepted when it passes the acceptance criteria in the scope, or 10 days after delivery if you have not reported a defect, whichever is first. For 30 days after acceptance we will correct, at no charge, defects in our delivered work that cause it not to perform as the scope describes. This warranty does not cover changes made by you or a third party, third-party service changes, misuse, or anything listed in section 3. Beyond this, services are provided "as is" without warranty of any kind, express or implied, including merchantability and fitness for a particular purpose.
9. Fees, expenses and payment
Fixed-scope work is quoted in writing before it starts. Hourly work is billed at the stated rate in 15-minute increments. Third-party usage (phone numbers, SMS, hosting, AI usage, advertising spend, software subscriptions) is paid by you directly or billed at cost. Invoices are due as stated on the invoice; overdue amounts may accrue interest at 1% per month or the maximum legal rate, whichever is lower, and we may pause work while an invoice is overdue. Fees for completed work are non-refundable. Upwork engagements are billed and protected under Upwork's own terms.
10. Confidentiality and data
We keep your business information, credentials and data confidential, use them only to perform the work, and do not sell or share them. Project records (scopes, test results, documentation, communications) are kept as business records. You are responsible for the lawful collection and use of your customers' data in the systems we connect.
11. Intellectual property
On full payment you own the deliverables built specifically for you (configurations, workflows, documentation, code written for your scope). We retain our pre-existing tools, templates, methods and know-how and may reuse them for others, and we may describe the engagement in general terms as a reference unless you ask us not to in writing. Third-party software remains the property of its licensors.
12. Limitation of liability
To the fullest extent permitted by law, Keystone is not liable for any indirect, incidental, consequential, special, exemplary or punitive damages, or for lost profits, lost revenue, lost leads, lost data, business interruption or cost of substitute services, arising from or related to our services, however caused and under any theory of liability, even if advised of the possibility. Our total liability for all claims arising from an engagement is limited to the fees you paid us for that engagement in the three months before the claim arose. Nothing in these terms limits liability that cannot be limited by law.
13. Indemnification
You will defend and indemnify Keystone against third-party claims arising from your business, your products and services, the content and recipients of your communications, your use of AI output, your data practices, or your breach of these terms or of a third-party provider's terms.
14. Force majeure
Neither party is liable for delay or failure caused by events beyond its reasonable control, including internet, telecommunications, power or third-party platform failures, natural disasters, fire, labor disputes, government action, pandemic or war.
15. Term, termination and suspension
Either party may end an hourly or support engagement with 14 days' written notice; fixed-scope work may be cancelled by you on payment for work completed and non-cancellable costs incurred. We may suspend or end work for non-payment, unlawful use, or a request to disable consent, safety or security controls. Sections 3 through 14 survive termination.
16. Licensed professionals
We are not a law firm, accounting firm, insurer or compliance certifier. Legal, tax, insurance and regulatory-compliance questions are referred to licensed professionals. Construction, electrical and low-voltage work is performed only under the appropriate contractor's license and a separate construction agreement.
17. General
These terms are governed by the laws of the State of California, with venue in Placer County, California. If any part is unenforceable the rest stands. These terms, with the written scope and any signed agreement, are the entire agreement for the services. We may update these terms; the effective date above changes when we do, and the version in force when a scope is signed governs that scope. Questions: info@mykeystoneadvantage.com.