Terms of Service

Effective date: September 22, 2026

0. Read this first

These Terms of Service (the "Terms") are a contract between Seros, LLC ("Seros", "we", "us") and the business that engages us or uses this website ("Customer", "you"). By signing a Statement of Work, instructing us to begin work, or using this website, you agree to them. If you are accepting on behalf of a company, you confirm you have authority to bind it.

These Terms are the baseline, not the deal. Client work is governed by the Master Services Agreement ("MSA") and a signed Statement of Work ("SOW"). Where a signed MSA or SOW says something different from these Terms, that document wins.

Current business scope

Seros is an AI and agentic consulting firm. We advise businesses on the use of AI and AI agents, and we design, build and maintain the systems that follow from that advice. A typical engagement is a fixed-fee readiness assessment, an advisory retainer, a fixed-fee build quoted from a written specification, and an optional monthly care plan after delivery.

Seros does not currently operate a subscription software service. There is no seat, plan, trial, self-service sign-up, automatic renewal, or customer-facing billing flow. An earlier Slack-to-tracker application was built in-house and is paused: it is not deployed, not offered, and not sold. Nothing in these Terms offers it to you.

Any reference in these Terms to a deliverable, service level, or support commitment means only what is actually stated in a signed SOW. Proposals, estimates, marketing copy, and conversations do not create an obligation.

1. Definitions

• Services — the development, integration, advisory and maintenance work we perform for you under a signed SOW.
• Site — the Seros website at https://seros.dev and its content.
• MSA — the Master Services Agreement.
• SOW — a Statement of Work signed by both parties, which sets the scope, deliverables, fees, and schedule for one engagement.
• Deliverables — the software, configuration, documentation and written materials we create specifically for you under a SOW.
• Customer Materials — data, systems access, credentials, documents and other content you provide to us, or that we access on your instruction, so that we can perform the Services.
• Output — text, code, designs, summaries and other material generated by AI models in the course of performing the Services.
• Advice — any assessment, recommendation, plan, roadmap, estimate, forecast, vendor or model evaluation, or other opinion we give you, in writing or orally, including anything in a readiness assessment or under an advisory retainer.
• AUP — the Acceptable Use Policy, which governs use of the Site and of anything we host for you.
• DPA — the Data Processing Addendum, incorporated by reference where we process personal data on your behalf.

2. Engaging us

2.1 You must be a business or other organisation. The Services are not offered to consumers.

2.2 How an engagement starts. We agree scope in writing before work begins. No work is chargeable, and no deliverable is owed, until both parties sign a SOW. A quotation, estimate, or proposal is an invitation to discuss and is not binding until it is incorporated into a signed SOW.

2.3 Your sponsor. You will name one person empowered to make decisions about the work. Our schedule and any fixed fee assume that person responds to blocking questions within the time stated in the SOW.

2.4 Access and authority. Where the Services require access to your systems, you are responsible for granting it, for the security of the credentials you issue us, and for confirming that you are permitted to grant that access. You are responsible for obtaining any consents, notices or authorisations your own staff, clients or applicable law require before you give us access to a system or provide Customer Materials.

3. Scope, change control and acceptance

3.1 Scope is what the SOW says. Anything not written in the SOW is out of scope, whatever was discussed.

3.2 Change control. A change to scope, schedule or fees takes effect only in a written change order signed by both parties. We will not perform out-of-scope work on an informal request, and you are not liable for out-of-scope work performed without a signed change order.

3.3 Acceptance. Unless the SOW says otherwise, you have the acceptance window stated in the SOW to accept a deliverable or give written notice of a specific failure to meet the agreed scope. Silence past that window is acceptance. On notice of a genuine failure, we will correct the deliverable within 30 days at no additional charge.

3.4 Dependencies. Delay caused by you — late access, late decisions, unavailable staff, or a change of direction — moves the schedule and may change the fee by written change order.

4. Fees, invoicing and late payment

4.1 Fees are as stated in the SOW, in US dollars (USD). Engagements are quoted as a fixed fee wherever the scope allows. Work outside an agreed scope, and work quoted as time and materials, is charged at $150 per hour.

4.2 Invoicing. We invoice on the schedule stated in the SOW. Undisputed invoices are due within 30 days of the invoice date.

4.3 Expenses. Travel, third-party licences, cloud and infrastructure costs incurred for your engagement are passed through at cost with receipts, and are pre-approved in writing above the threshold stated in the SOW.

4.4 Fees exclude sales, use, VAT, GST and similar taxes. You are responsible for those, other than taxes on our net income. Whether the Services are subject to sales tax in a given jurisdiction is a question for our advisers and yours; see confirm with a qualified tax adviser in the formation checklist. If you are exempt, give us a valid exemption certificate.

4.5 Late amounts may accrue interest at the lower of 1.0% per month, or the maximum the law allows, whichever is lower per month or the maximum rate permitted by law, plus reasonable costs of collection. We may suspend work on an engagement for non-payment after giving at least 7 days' written notice and a chance to cure.

4.6 If you dispute an invoice in good faith, tell us in writing before the due date with the reason. We will not suspend work over the disputed portion while we work it out, and you must pay the undisputed portion on time.

4.7 Deposits and cancellation. Where a SOW requires a deposit, it is payable before work begins. If you cancel an engagement after work has started, you are liable for work performed and non-cancellable commitments made up to the date of cancellation. Refund treatment is in the Billing and Payment Policy.

5. Acceptable use

You must comply with the AUP when you use the Site and anything we host for you. We may suspend access under Section 14 if use threatens the security, integrity or availability of our systems or of a third party's, or breaches the AUP.

6. Customer Materials

6.1 Ownership. As between the parties, you own all right, title and interest in Customer Materials. We claim no ownership of them.

6.2 Licence to us. You grant us a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, display and process Customer Materials solely to perform the Services for you and to comply with law. The licence ends when the material is returned or deleted under Section 15.

6.3 What we will not do. We will not use Customer Materials to train our own general-purpose models, and we will not provide them to a third-party model provider whose training terms have not been verified and disclosed to you. We may generate and use aggregated, de-identified statistics that cannot reasonably be used to identify you or any individual, for capacity planning and internal improvement.

6.4 Your responsibility. You represent that you have the rights and the lawful basis to provide Customer Materials and to have them processed as described here and in the DPA.

6.5 Personal data. Where Customer Materials include personal data, the DPA applies and we process it as your processor on your documented instructions.

7. AI output — read this section carefully

7.1 We use AI models in our work, and we tell you where. Where a deliverable is produced with material assistance from an AI model, we will say so. See How Seros uses AI.

7.2 No guarantee of accuracy. AI models are probabilistic. Output can be incomplete, out of date, biased, or plainly wrong, and can appear confident while being wrong. We do not warrant that Output is accurate, complete, current, non-infringing or fit for any purpose. Our warranty is the one in Section 12.2, and it attaches to the Deliverables we accept responsibility for, not to raw Output.

7.3 Human review. A competent person reviews Output before it becomes a Deliverable. On your side, you must have a competent person review any Output we hand over before relying on it, acting on it, sending it to a third party, or letting it drive a decision that matters.

7.4 Where we build AI features for you. Where a Deliverable includes AI functionality, you are responsible for how it is used in your business after handover, including keeping a human decision-maker in the loop for consequential actions. We will document the intended review points in the Deliverable's documentation.

7.5 Not professional advice. Output is not legal, tax, accounting, medical, financial, employment, safety or other professional advice, and engaging us does not create a professional relationship of any kind beyond the Services.

7.6 Similar output for others. Generative models can produce similar or identical material for different customers from similar inputs. We make no claim that Output is unique to you, and nothing here prevents us from performing similar work for others.

7.7 Provider terms. Our AI model providers impose their own use restrictions. You must not use a Deliverable in a way that would breach the published usage policies of the providers listed in Subprocessors, where those providers are used in the Deliverable.

7.8 Advice is not a guarantee of any business outcome. Advice is our professional opinion at the time it is given, based on the information you provide. We do not promise that following it will produce any saving, revenue, efficiency, or other result. You decide whether and how to act on Advice, and you remain solely responsible for your business, financial, operational, staffing and contractual decisions, including any decision to borrow, spend, invest, restructure, reduce staff, change a process, or rely on an AI agent.

7.9 No liability for financial outcomes of decisions. To the maximum extent permitted by law, we are not liable to you or to anyone else for any debt, borrowing, financing cost, loss of revenue or profit, business downturn, insolvency, lost opportunity, operational disruption, or other financial or commercial consequence that results from a decision made by you or a third party on the basis of Advice, Output or a Deliverable, whether or not the Advice was followed as given.

7.10 No third-party reliance. Advice and Deliverables are provided for your internal use only. No third party, including your lenders, investors, customers, suppliers, employees, affiliates, or acquirers, may rely on them, and we owe no duty to any third party. If you share Advice with a third party, you do so at your own risk and must make this section known to them.

7.11 Agents act under your control. Where an AI agent we design or build takes an action, it does so under the authority, configuration and review points you approve. Actions taken by an agent after handover, or approved by your personnel, are your actions.

8. Third-party services

8.1 A Deliverable may connect to third-party systems you already use. Those systems are controlled by their providers, not by us. Your use of them is governed by your agreement with them, and you are responsible for their fees.

8.2 When you authorise a connection, you instruct us to access, retrieve and write data in that system within the scope of the authorisation you grant. You are responsible for whether you are permitted to do that.

8.3 We are not responsible for a third-party service's availability, security, accuracy, or changes to its API. If a third party changes or withdraws access after handover, correcting the affected Deliverable is new work under a change order or a care plan, unless the failure is a breach of the warranty in Section 12.2.

9. Intellectual property

9.1 Deliverables are yours. On payment in full of all fees due under the applicable SOW, we assign to you all right, title and interest in the Deliverables created specifically for you under that SOW. The assignment is stated in full in the SOW.

9.2 Our pre-existing materials. We retain ownership of our pre-existing materials, tools, libraries, templates, know-how, and anything of general application developed in the course of the Services that is not specific to you. Where those are embedded in a Deliverable, you receive a perpetual, worldwide, non-exclusive, royalty-free licence to use, modify and maintain them as part of that Deliverable.

9.3 Open source. Deliverables may include third-party open-source components, which remain under their own licences. We will list them in the SOW or the Deliverable's documentation.

9.4 Residual knowledge. Nothing restricts our right to use the general skills, knowledge and experience our people acquire in performing the Services, provided we do not use or disclose your Confidential Information.

9.5 The Site. We and our licensors own the Site and its content. No rights in the Site are granted to you beyond viewing it.

9.6 Trademarks and publicity. Neither party may use the other's name or marks publicly without prior written consent. We will not use a client's name, logo or a description of their project as a reference without that client's prior written consent. — decide whether a client reference or logo right is requested by default or by opt-in in the SOW.

10. Feedback

If you give us suggestions, process observations or other feedback about how we work, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use it without restriction or obligation. We will not identify you as the source publicly without your consent. You are not obliged to give feedback.

11. Confidentiality

11.1 "Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential, including Customer Materials, our non-public pricing and methods, and the terms of any SOW.

11.2 The receiving party will use the other's Confidential Information only to perform under these Terms, protect it with at least reasonable care, and disclose it only to personnel, subcontractors and advisers who need it and are bound by comparable duties.

11.3 The duty does not apply to information that is or becomes public without breach, was already known without duty, is independently developed without use of the other's information, or is lawfully received from a third party.

11.4 If a law or court compels disclosure, the receiving party will give prompt notice where legally permitted and disclose only what is required.

11.5 Obligations last for 3 years after disclosure, and indefinitely for trade secrets years after disclosure, and for as long as the information remains a trade secret in the case of trade secrets, and for as long as we hold it in the case of Customer Materials.

12. Warranties and disclaimers

12.1 Each party warrants that it has the authority to enter into these Terms.

12.2 Our warranty. We warrant that the Services will be performed in a professional and workmanlike manner by personnel with the skills reasonably required, and that Deliverables will conform materially to the scope stated in the SOW for 30 days after acceptance. Your exclusive remedy for breach of this warranty is for us to correct the non-conforming work within 30 days of your written notice and, if we cannot, for you to terminate the affected SOW and receive a refund of fees paid for the non-conforming work.

12.3 What the warranty does not cover. The warranty does not apply to a Deliverable that has been modified by anyone other than us, to failures caused by Customer Materials or by a third-party system, to use outside the documented purpose, or to work performed under a SOW that you directed us to complete over our written objection.

12.4 Disclaimer. Except as expressly stated in Section 12.2, and to the maximum extent permitted by law, the Services, Deliverables, Output and the Site are provided "as is". We disclaim all other warranties, express, implied or statutory, including merchantability, fitness for a particular purpose, title, non-infringement, and any warranty arising from course of dealing or usage of trade. We do not warrant that software will be uninterrupted or error free, or that every defect will be corrected. Uptime or response-time commitments, if any, exist only in a care plan or service level agreement signed by both parties: We do not offer an uptime service level agreement or service credits. Reliability targets for a system we host or maintain are set in the Statement of Work for that engagement..

12.5 Anything we provide without charge, and anything labelled a spike, prototype, proof of concept or experiment, is provided with no warranty of any kind.

13. Indemnities and liability

13.1 Our indemnity. We will defend you against a third-party claim that a Deliverable, as delivered by us and used in accordance with its documentation, infringes that third party's US patent, copyright, trademark or trade secret rights, and will pay damages finally awarded or amounts we agree in settlement. This does not apply to claims arising from Customer Materials, from Output you directed against our written advice, from your combination of a Deliverable with anything we did not supply, from modifications not made by us, or from use after we told you to stop. If a Deliverable becomes, or we believe it may become, the subject of such a claim, we may procure the right to continue, modify the Deliverable, or refund the fees paid for it. This section states our entire liability for infringement claims.

13.2 Your indemnity. You will defend us against third-party claims arising from Customer Materials, from your breach of the AUP or of Section 7, from your use of a Deliverable, of Output or of Advice including any decision you make on the basis of it, from any third party's reliance on Advice or a Deliverable that you shared with it, or from a system you instructed us to access and were not entitled to, and will pay damages finally awarded or amounts you agree in settlement.

13.3 Process. The indemnified party must give prompt written notice, allow the indemnifying party sole control of the defence, and provide reasonable cooperation at the indemnifying party's expense. No settlement that admits liability or imposes a non-monetary obligation on the indemnified party may be made without its consent.

13.4 Exclusion of indirect damages. To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost goodwill, debt or financing costs, business downturn, or loss or corruption of data that could have been avoided by the other party's use of available backup and export facilities, even if advised of the possibility.

13.5 Cap. To the maximum extent permitted by law, each party's total aggregate liability arising out of or relating to these Terms and a given engagement is limited to the fees paid or payable by you to us under the applicable SOW in the twelve months immediately before the event giving rise to the liability. For use of the Site without a signed SOW, and for any work provided without charge, the cap is one hundred US dollars (USD 100) (for example, one hundred US dollars).

13.6 Carve-outs. The cap in 13.5 and the exclusion in 13.4 do not apply to: (a) your payment obligations; (b) either party's indemnification obligations under 13.1 or 13.2; (c) your breach of Section 9.2 or 9.5; (d) either party's breach of confidentiality obligations other than a breach involving personal data handled under the DPA, which is subject to liability under the Data Processing Addendum sits inside the general liability cap in Section 12; (e) fraud, wilful misconduct or gross negligence; and (f) any liability that cannot be limited by law.

13.7 The limitations reflect the allocation of risk that the fees are based on, and survive any failure of essential purpose of a limited remedy.

14. Suspension

14.1 We may suspend work on an engagement, or access to anything we host for you, with as much notice as the circumstances allow, if: you are in material breach of the AUP; the use presents a security risk to us or to others; we are required by law; or fees remain unpaid after the notice period in Section 4.5.

14.2 Suspension will be limited in scope and duration to what is reasonably necessary. We will resume promptly once the cause is resolved. Suspension for your breach does not relieve you of the obligation to pay for work already performed.

15. Term, termination and what happens to your material

15.1 These Terms run for as long as any SOW is in effect, and govern your use of the Site at any time.

15.2 Either party may terminate a SOW for material breach if the breach is not cured within 30 days of written notice. Either party may terminate immediately if the other becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver appointed.

15.3 Termination for convenience. Either party may terminate an engagement for convenience on the notice period stated in the SOW. On such termination you are liable for work performed up to the termination date and for non-cancellable commitments we made in reliance on the SOW. We will deliver work in progress in its then-current state.

15.4 On termination. We will hand over the Deliverables paid for, together with documentation and credentials in our possession, and will assist with a reasonable transition at $150 per hour where the transition work is beyond routine handover.

15.5 We will return or delete Customer Materials within 30 days of your written request after an engagement ends, subject to backup cycles described in the Privacy Policy and to any legal retention obligation. We will confirm deletion in writing on request. We may retain one archival copy of the Deliverables and engagement records for the period in 7 years for legal, tax and defence purposes.

15.6 Sections that by their nature should survive do survive, including 4 (accrued fees), 6.1, 7, 9, 10, 11, 12.4, 13, 15.4-15.6, 16 and 17.

16. Governing law, venue and dispute resolution

16.1 Governing law. These Terms are governed by the laws of the State of Georgia, without regard to its conflict of laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.

16.2 Informal resolution first. Before starting a formal proceeding, the parties will try in good faith to resolve the dispute by sending a written description to the other party's notice address and conferring for 30 days.

16.3 Binding arbitration. Any dispute that is not resolved informally will be settled by binding arbitration administered by the American Arbitration Association under its commercial rules, before one arbitrator, seated in Murray County, Georgia, in English. Judgment on the award may be entered in any court of competent jurisdiction. Each party may bring claims only in its individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated or representative proceeding, and the arbitrator may not consolidate claims or preside over a class proceeding. If this class-action waiver is held unenforceable as to a particular claim, that claim will proceed exclusively in the state or federal courts located in Murray County, Georgia, and the rest of this section remains in force. Either party may seek injunctive relief in court to protect intellectual property or confidential information. Either party may bring an individual claim in small claims court if it qualifies. Allocation of arbitration fees: each party pays its own filing and arbitrator fees, except that the arbitrator may reallocate fees to the prevailing party where the applicable rules allow.

16.4 Nothing in this section limits either party's right to seek interim or injunctive relief from a court of competent jurisdiction.

17. General

17.1 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disaster, war, terrorism, civil unrest, labour disturbance, epidemic, government action, internet or utility failure, and failures of a third-party provider or infrastructure operator. This does not excuse payment obligations for work actually performed. If a force majeure event continues for more than 30 days, either party may terminate the affected SOW.

17.2 Subcontractors. We may use subcontractors to perform the Services. We remain responsible for their work and for binding them to confidentiality and intellectual property obligations at least as protective as these Terms.

17.3 Non-solicitation. During an engagement and for 12 months after it ends, neither party will knowingly solicit for employment a person who was directly involved in the engagement on the other side. A general advertisement not targeted at that person is not a breach.

17.4 Assignment. Neither party may assign these Terms without the other's written consent, except that either party may assign to a successor in connection with a merger, reorganisation, or sale of all or substantially all assets, on written notice. Any other attempted assignment is void.

17.5 Notices. Legal notices to us go to team@seros.dev and to Georgia, United States. Notices to you go to the contact stated in the SOW. Notice is effective on receipt for email during business hours, otherwise the next business day; and on delivery for courier.

17.6 Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency or employment relationship. We control the manner and means by which the Services are performed.

17.7 No third-party beneficiaries, except that our affiliates and our AI model providers may enforce Sections 7.7, 9.5 and 13.4-13.6 to the extent those sections protect them.

17.8 Severability and waiver. If a provision is unenforceable it will be modified to the minimum extent necessary or severed, and the rest remains in force. A failure to enforce is not a waiver.

17.9 Export and sanctions. You represent that you are not located in, and will not use the Deliverables in, a country or by a person subject to US sanctions or export restrictions, and that you will comply with applicable export control laws.

17.10 US government users. If you are a US government entity, any software Deliverable is commercial computer software and commercial computer software documentation, and the government's rights are those set out in these Terms and the applicable SOW.

17.11 Entire agreement. These Terms, the AUP, the DPA, the Privacy Policy, the Billing and Payment Policy, and any signed MSA or SOW form the entire agreement and supersede all prior proposals and understandings on the subject. Terms on a purchase order or vendor portal do not apply, even if we sign or acknowledge them. In a conflict, the order of precedence is: a signed SOW, then a signed MSA, then the DPA, then these Terms, then the other policies.

17.12 Changes to these Terms. We may change these Terms. For a material change we will give notice on the Site or by email at least 30 days before it takes effect. A change does not apply to an engagement under a SOW signed before the change takes effect, unless the change is required by law. Continuing to use the Site after the effective date means you accept the change.