Agreement template · 2026-08-18

Dominion AI Advisory Services Agreement

Version 2026-08-18. Bracketed fields are completed per engagement from the details provided at checkout.

This Agreement is between Dominion AI, a dba of Dominion Equity Holdings (“Advisor,” “we”), and [CLIENT LEGAL NAME] (“Client,” “you”), effective on the date Client accepts it (the “Effective Date”).

This Agreement sets the relationship: who does what, who owns what, how information is handled, how money works, and who carries which risk. It does not describe the work itself. What Advisor will deliver in any particular engagement, when, and for how much lives in an Order (§1), and only there.

1. This Agreement and Orders

• An “Order” is any of the following that identifies the services purchased and the fee: Advisor’s checkout page and the information Client submits through it, a written proposal or scope of work signed or accepted by both parties, or a written statement of work referencing this Agreement. Client’s acceptance of this Agreement at checkout, together with payment, forms an Order.
• Each Order incorporates this Agreement. Where an Order and this Agreement conflict, the Order governs for that engagement only.
• This Agreement governs every engagement between the parties, whether a one-time diagnostic, a fixed-term implementation program, an ongoing advisory arrangement, or a seat-based arrangement, and it continues to apply to later Orders without being re-signed.

2. Services

• Advisor will perform the services stated in the Order with reasonable skill and care, using the methods, tools, and working order Advisor judges appropriate.
• Advisory, not implementation. Unless an Order says otherwise in writing, Advisor advises, recommends, designs, and instructs; Advisor does not build, deploy, operate, host, monitor, or support any system in Client’s environment, and does not act for Client in dealings with third parties.
• Advisor may use AI systems, software, and subcontractors to perform the services, and remains responsible for the work delivered to Client.
• Advisor may serve other clients, including in Client’s industry, subject to §7.
• Dates and durations in an Order are targets set from the information available when it is made, not commitments, unless the Order expressly states otherwise.

3. Client responsibilities

Advisor’s work depends on what Client provides. Client will give Advisor timely and accurate information, reasonable access to the people and systems the Order contemplates, and prompt decisions when the work waits on one. Client remains solely responsible for its own business decisions, for whether and how it acts on Advisor’s recommendations, and for its own legal, tax, accounting, licensing, insurance, and regulatory obligations. Where an Order contemplates participation by Client’s personnel, Client identifies the participants and invites them.

4. Fees and payment

• Fees, the payment schedule, and any credit toward a later engagement are those stated in the Order. Unless the Order says otherwise, fees are payable in full in advance and scheduling begins on receipt.
• Fees are exclusive of taxes.
• Amounts unpaid when due may pause the work until they are paid.
• Any credit an Order applies from an earlier engagement reverses dollar for dollar if that earlier fee is later refunded, and the refund is first offset against the restored balance. No payment is both refunded and credited.

5. Guarantees and refunds

Advisor makes only the guarantees stated in the applicable Order. A guarantee stated in an Order applies as written, and satisfying it is Client’s exclusive remedy for dissatisfaction with that engagement. Client keeps whatever was delivered before a refund unless the Order says otherwise. Absent a guarantee, fees for work performed are non-refundable.

6. Term and termination

This Agreement continues until terminated. Either party may terminate this Agreement or any Order on written notice. On termination, Client pays for services performed through the termination date, Advisor delivers work completed and paid for, and any refund is governed by §5. Sections 5 and 7 through 14 survive termination.

7. Confidentiality

• “Confidential Information” means non-public information a party receives from the other, in any form, including Client’s business, financial, personnel, customer, and operational information, and Advisor’s methods, templates, prompts, pricing, and systems.
• Each party will use the other’s Confidential Information only to perform or receive the services, will protect it with at least reasonable care, and will not disclose it except to its own personnel and subcontractors who need it and are bound to equivalent obligations.
• These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already known to it without obligation, is independently developed without use of the other’s information, or is required to be disclosed by law, in which case the receiving party gives notice where it lawfully can.
• Confidentiality survives for three (3) years after termination, and indefinitely for information that is a trade secret.

8. Data handling and AI systems

• Advisor uses Client’s information solely to perform the services and to operate its own business records.
• AI systems Advisor uses in the engagement are configured so that Client’s information is not used to train the underlying models, using zero-retention or equivalent settings where the provider offers them.
• Where the services involve recording, transcription, or interviews of Client’s personnel, each participant is told at the outset who or what is conducting the session, that it is recorded or transcribed, and why; participation is voluntary and a participant may decline or stop at any time. Client is responsible for confirming that inviting its personnel is consistent with Client’s own policies and obligations, including any notice or consent its jurisdiction requires for recording.
• Advisor reports what it learns from individuals to Client in synthesized form and will not attribute a specific statement to a named individual unless that person consents or the attribution is inherent to the finding.
• On Client’s written request after delivery, Advisor will delete recordings and transcripts within thirty (30) days, keeping only delivered work product and records it needs for legal, tax, or accounting purposes.

9. Ownership

• On payment in full for an Order, the written work product Advisor delivers under it is Client’s to keep and use for Client’s own business without restriction.
• Advisor retains ownership of everything it brings to the engagement or develops generally: its methods, frameworks, templates, prompts, configurations, tooling, and any hosted library or platform, along with all improvements to them. Nothing in this Agreement transfers those.
• Access Advisor grants to any hosted library or platform is a non-exclusive, non-transferable license for Client’s internal use for the period stated in the Order. Client will not resell, publish, or distribute those materials outside its organization. What Client produces using them is Client’s.
• Advisor may use the general knowledge, skills, and experience it gains in performing the services, subject to §7.

10. Nature of the services; no guarantee of results

The services are business advisory work. They are not legal, tax, accounting, investment, insurance, engineering, or medical advice, and no professional-client relationship of those kinds is created. Estimates, projections, and opportunity figures Advisor provides are good-faith judgments from the information available, not promises of results. Results depend on decisions and execution within Client’s control.

11. Independent contractors

The parties are independent contractors. This Agreement creates no partnership, joint venture, agency, franchise, or employment relationship, and neither party may bind the other. Advisor is not an employer or co-employer of Client’s personnel, and holds no officer, director, or fiduciary role with Client. Each party is responsible for its own personnel, taxes, and insurance.

12. Limitation of liability

Except for a party’s breach of §7, its willful misconduct, and Client’s obligation to pay fees due: each party’s total liability arising out of or relating to an Order is capped at the fees Client paid under that Order; and neither party is liable for indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, or business interruption, even if advised of the possibility. These limits apply in the aggregate across all claims and regardless of the theory of liability.

13. Indemnity

Client will defend and indemnify Advisor against third-party claims arising from Client’s implementation, operation, or use of any system, recommendation, or work product, from Client’s information or content, or from Client’s breach of §3 or §8, except to the extent the claim arises from Advisor’s willful misconduct or breach of §7.

14. Publicity

Neither party will use the other’s name, marks, or logo publicly, or describe the engagement publicly, without the other’s prior written consent. Consent may be given in an Order.

15. General

• Governing law and venue. State of Iowa, without regard to its conflict-of-laws rules; exclusive venue in the state and federal courts located in Iowa.
• Notices. In writing, by email to the addresses the parties use for the engagement, effective on transmission.
• Assignment. Neither party may assign this Agreement without the other’s written consent, except to a successor in a merger or sale of substantially all assets.
• Force majeure. Neither party is liable for a delay caused by events beyond its reasonable control, provided it works to resume promptly.
• Entire agreement. This Agreement and the Orders under it are the parties’ entire agreement on their subject and supersede prior discussions and proposals. Client’s purchase order terms and any preprinted terms Client submits have no effect.
• Amendment and waiver. Amendments must be in writing and accepted by both parties. Failure to enforce a provision is not a waiver of it.
• Severability. If a provision is unenforceable, it is limited to the minimum extent necessary and the rest stays in force.
• Electronic acceptance. Accepting this Agreement through Advisor’s checkout, by typing a name where indicated, or by signing electronically has the same effect as a handwritten signature, and the record Advisor retains of that acceptance is admissible evidence of it. The person accepting represents that they are authorized to bind Client.