Terms of Service

1. Acceptance of Terms

By engaging Nightshift Automation ("Nightshift," "we," "us," or "our") for any services, accessing our website, or executing a Client Service Agreement, you ("Client," "you," or "your") agree to be bound by these Terms of Service ("Terms"). If you are entering into these Terms on behalf of an organization, you represent that you have the authority to do so.

If you do not agree to these Terms, do not engage our services or use our website.

2. Services

Nightshift Automation provides custom AI-powered workflow automation, process automation, system integration, and related consulting services ("Services") as described in individual Client Service Agreements executed between the parties. Each Agreement specifies the service package, project timeline, deliverables, and pricing.

What Your Monthly Service Fee Includes

Unless otherwise specified in your Agreement, the monthly service fee covers:

• 24/7 automated system monitoring and maintenance
• Platform fees and API costs (n8n, hosting, APIs, etc.)
• Minor script and messaging updates (up to 1 hour/month)
• Priority email and text support
• Monthly performance reports
• Bug fixes and troubleshooting

Additional Services (Billed Separately)

The following work is outside the monthly fee and billed at the stated rates:

• Major feature additions or workflow expansions: $75/hour
• Additional workflows beyond the original scope: $75/hour
• Emergency after-hours support: $100/hour
• Training sessions for team members: $75/hour

3. Pricing & Payment Terms

Setup Fee Structure

All setup fees are split 50/50: a 50% deposit is due before work begins, and the 50% balance is due at launch. First month's service fee is due at launch alongside the setup balance.

Monthly Fees

Monthly service fees are auto-charged via Stripe (credit card or ACH) on your designated billing date each month.

Performance-Based Revenue Share (If Applicable)

Where a performance-based revenue share is included in your Agreement:

• Rate: 22.5% of documented first-visit profit from new clients acquired via the Nightshift system
• Calculated and invoiced quarterly (March 31, June 30, September 30, December 31)
• Invoice issued within 7 days of quarter end; due Net 30
• Client must provide a first-visit profit report within 10 business days of receiving Nightshift's client list
• Failure to submit the report within 10 business days may result in service suspension
• Intentional misrepresentation of profit amounts is grounds for immediate termination

Late Payments & Failed Payments

• A 5% late fee applies to any payment not received within 7 days of the due date
• Service is paused if payment is 15 or more days overdue
• Service is suspended after 3 failed payment attempts

Refund Policy

Setup fees are non-refundable under all circumstances. No refunds are issued on monthly fees already paid. However, if you are not satisfied after 30 days of active use, Nightshift will refund your first monthly service payment provided you submit written feedback explaining the dissatisfaction. Client retains the automation system.

4. Client Responsibilities

To ensure successful project delivery, Client agrees to:

• Provide access to relevant business systems (CRM, calendar, email, etc.), pricing information, and brand voice/messaging preferences
• Respond to information requests within 48 hours during the build phase
• Provide feedback on test scripts or workflows within 2 business days
• Attend scheduled review meetings
• If Client fails to provide required information for 14 or more consecutive days, Nightshift may pause the project; no refund will be issued for delays caused by Client

Client is solely responsible for: ensuring the automation system complies with all laws and regulations applicable to Client's industry; verifying that automated customer contact is permitted under applicable law; and using the system only for lawful purposes.

5. Scope & Change Requests

In-Scope (Included)

• All deliverables specified in the Client Service Agreement
• Minor script and messaging updates (up to 1 hour/month)
• Bug fixes and system maintenance
• Performance optimization within existing workflows

Out-of-Scope (Additional Fee)

• Building additional workflows not in the original agreement
• Major feature additions or system redesigns
• Integration with new platforms beyond the original scope
• Additional team training beyond initial onboarding
• Custom reporting beyond standard dashboards

Change Request Process

Client submits out-of-scope requests via email. Nightshift will assess scope and, if additional work is required, provide a written quote at $75/hour. Work begins only upon written approval from Client. Nightshift invoices upon completion.

6. Service Levels & Quality

Uptime

Nightshift targets 99% uptime for automated systems with 24/7 automated monitoring. Critical issues are resolved within 4 business hours (Monday–Friday, 9am–6pm EST).

Support Response Times

• Urgent (system down): 4 hours (business hours)
• High (affecting clients): 24 hours
• Normal (questions, tweaks): 48 hours

Quality Standards

• All automations tested with 20–30 scenarios before launch
• Client reviews and approves all scripts and messaging before go-live
• Daily monitoring and adjustments during the first week post-launch
• Weekly check-ins during the first month after launch

7. Intellectual Property

Nightshift's Systems

Nightshift retains full ownership of all automation code, workflows, and systems created under this Agreement. Client receives an unlimited, non-exclusive license to use the systems for the duration of an active Agreement. Client may not resell, redistribute, sublicense, or reverse-engineer the automation systems.

Client's Content

Client retains all rights to its business data, customer information, and brand assets. Nightshift's limited license to access such content ends upon termination.

Portfolio & Marketing

Nightshift may reference completed projects in its portfolio and marketing materials with all identifying client details removed, unless Client provides written approval to include specific details. Client may reference Nightshift in its own marketing (e.g., "Powered by NightShift"). Use of specific performance metrics requires prior written approval from Client.

8. Confidentiality

Each party will hold the other's non-public business information in strict confidence, use it only to fulfill obligations under the Agreement, and not disclose it to third parties without prior written consent. These obligations survive termination. Exceptions apply to information that becomes publicly available through no breach of this Agreement, is independently developed, or must be disclosed by law.

9. Data, Privacy & Security

Nightshift processes data in accordance with our Privacy Policy, which is incorporated by reference. Key data commitments under your Agreement:

• Client data is stored in Client's designated accounts (e.g., Google Drive)
• Nightshift maintains backups for 90 days
• Upon cancellation, all data is exported to Client within 7 business days
• Client will be notified within 24 hours of any suspected data breach
• No customer data is shared with third parties except as required to deliver the services
• The standard n8n Data Processing Agreement (DPA) applies to all automation workflows; a custom DPA is available for enterprise clients upon request

10. Cancellation & Termination

Client Cancellation

• Client may cancel at any time with 30 days' written notice
• Service remains active through the 30-day notice period
• Client is responsible for the monthly fee through the end of the notice period
• No refunds on monthly fees already paid; setup fee is non-refundable under all circumstances

Upon Cancellation

• Client retains all customer data, call transcripts, and recordings
• Nightshift exports all data from its systems to Client within 7 business days
• Optional system documentation package available for a $200 fee
• Monthly monitoring and support ends; systems may degrade without ongoing maintenance

Nightshift Termination Rights

Nightshift may terminate with 15 days' written notice if:

• Payment fails 3 times or is 15 or more days overdue
• Client violates these Terms (abusive behavior, illegal use, etc.)
• Client repeatedly requests work far outside the original scope
• Client fails to respond to communications for 30 or more consecutive days

11. Limitations of Liability

Nightshift is not responsible for:

• Lost revenue or business opportunities due to system downtime
• Third-party service failures (Google, Stripe, n8n, OpenRouter, etc.)
• Customer complaints about AI voice or messaging, once Client has approved the scripts
• Legal compliance specific to Client's industry (Client is responsible for verifying its own compliance)
• Client's business relationships, outcomes, or market performance
• Delays or failures resulting from force majeure events (natural disasters, pandemics, war, government actions)

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NIGHTSHIFT'S TOTAL LIABILITY UNDER ANY AGREEMENT IS LIMITED TO THE TOTAL FEES PAID BY CLIENT IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT WILL NIGHTSHIFT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

12. Indemnification

Client agrees to indemnify, defend, and hold harmless Nightshift Automation, its owners, employees, and contractors from and against any claims, damages, losses, costs, and expenses (including attorneys' fees) arising from: (a) Client's use of the automation systems; (b) Client's violation of any law or regulation; (c) any claims by Client's customers or third parties related to the automated services; (d) Client's breach of this Agreement; or (e) any content, data, or information provided by Client. This obligation survives termination.

13. General

Independent Contractor

Nightshift is an independent contractor, not an employee of Client. Nightshift is responsible for its own taxes and insurance.

Assignment

Client may not transfer any Agreement to another party without Nightshift's prior written approval. Nightshift may assign an Agreement to a related entity.

Governing Law & Disputes

These Terms are governed by the laws of the State of New Jersey. Any disputes will be resolved in New Jersey courts. Both parties agree to attempt good-faith negotiation before pursuing litigation.

Entire Agreement

These Terms, together with any executed Client Service Agreement, constitute the complete agreement between the parties and supersede all prior discussions or proposals. Any changes must be in writing. If any provision is found unenforceable, the remaining provisions remain in full force.

14. Changes to These Terms

Nightshift may update these Terms at any time. Material changes will be communicated via email or posted on our website with a revised "Last updated" date. Continued engagement with Nightshift following notice of changes constitutes acceptance of the updated Terms.