Template · Effective October 17, 2026

Client Services Agreement

The terms for paid work with ForeGaze. They apply only when both parties sign this agreement and a Statement of Work (SOW). Each SOW sets the scope, timeline, fees and named people for one engagement.

1. Services

ForeGaze provides operations and AI consulting, design, build and support services as described in each SOW, typically a Leak Audit (about two weeks), a Pilot Sprint and an ongoing Operating Partner service. If an SOW conflicts with this agreement, the SOW controls for that engagement only where it says so expressly.

2. Your responsibilities

• Give timely access to the people, systems, accounts and data the SOW needs, with the right to share them.
• Name an approver for each agent and a daily reviewer, as the SOW requires.
• Review and approve deliverables, autonomy levels and go-live decisions in writing (email is fine).
• Tell us before sharing any regulated data (health, financial account, children's, government ID, biometric or legally privileged information).

3. Fees and payment

Fees, any deposit and the payment schedule are set in each SOW. Unless the SOW says otherwise, invoices are due within 15 days. Third-party costs (software, AI usage, hosting) are passed through at cost or billed to your own accounts, as the SOW states. Late amounts may pause work after written notice.

4. AI services

4.1 Human control

Every agent has a written job, a recommended autonomy level (0 observe to 4 act), a named approver and a daily reviewer. Agents start in Pilot, run in shadow before touching live work, and pass tests built from your past cases before going live. You decide the autonomy level and can stop any agent at once.

4.2 AI output

AI output is probabilistic and can be wrong. Decisions with legal, financial, employment, housing, credit, insurance, health or similarly significant effects on a person stay with a person. You remain responsible for decisions made in your business, including those an agent carries out within limits you approved.

4.3 Providers and data use

We use business APIs from AI providers (for example Anthropic, OpenAI, Google, xAI) under terms that do not allow training on your inputs by default. We will not use your data to train or improve any model. Where practical, private details are masked through ForeGaze Threshold before any AI sees them. A list of the providers used in your engagement is given in the SOW, and we'll tell you before adding one.

4.4 Logs and records

Agent decisions and data access are logged and kept for review for the period in the SOW, then deleted or returned.

5. Payments and fintech work

• ForeGaze never holds, receives, moves or transmits your funds or your customers' funds, and is not a bank, money transmitter, payment processor, broker or registered investment adviser.
• Work on payments (for example checkout, subscriptions, refunds, disputes or payouts with processors such as Stripe or PayPal) is done inside your own accounts, under your credentials and your processor agreements. You remain the merchant of record and responsible for compliance with card network rules, PCI DSS, and payment and consumer laws.
• We design so that card numbers and bank credentials stay with your processor; we don't store them.
• Any change that affects pricing, refunds, fees or money movement needs your approver's written sign-off before it goes live.
• Our forecasts, cash views and financial summaries are operational aids, not financial, tax, accounting or investment advice.

6. Confidentiality and data protection

Each party keeps the other's confidential information private and uses it only for this agreement. We process personal information you share only to provide the services, under your instructions, with reasonable security, and we'll notify you without undue delay, and within 72 hours where practical, after confirming a breach affecting your data. On request, or when the engagement ends, we return or delete your data, except where the law requires us to keep it. Before handling health information covered by HIPAA, the parties will sign a Business Associate Agreement; other regulated data needs a data processing addendum first.

7. Ownership

Once you pay for them, you own the deliverables made specifically for you, including your configurations, prompts, test sets, runbooks and reports. ForeGaze keeps its pre-existing tools, templates, know-how and general methods, and gives you a perpetual, non-exclusive license to use any of them built into your deliverables for your own business. Third-party software stays under its own license.

8. Warranties

We'll perform the services in a professional and workmanlike way, in line with the SOW. If we don't, tell us within 30 days of delivery and we'll re-perform the affected work at no charge; if we can't, we'll refund the fees for that part. Apart from this, and to the extent the law allows, the services are provided without other warranties, express or implied. We don't promise specific business results.

9. Limitation of liability

Neither party is liable for indirect, incidental, special, consequential or punitive damages or lost profits. Each party's total liability under this agreement is limited to the fees paid or owed under the relevant SOW in the 12 months before the claim. These limits don't apply to breach of confidentiality, either party's indemnity, or amounts you owe us.

10. Indemnities

We'll defend you against third-party claims that our deliverables infringe their intellectual property, except where caused by your materials or changes. You'll defend us against claims arising from your data, your instructions, or your business decisions and compliance obligations.

11. Term and termination

This agreement runs until all SOWs end. Either party may end an SOW with 15 days' written notice, or at once for a material breach not cured within 10 days of notice. You pay for work done to the end date. Sections 4.3, 5 to 7, 9, 10 and 12 survive.

12. General

We're independent contractors. Neither party may assign this agreement without consent, except to a successor of its business. California law governs; disputes go to the state or federal courts in Santa Clara County, California, after 30 days of good-faith negotiation. This agreement and its SOWs are the whole agreement and can be changed only in writing signed by both parties. Notices go to the emails in the SOW.