Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and CW Intelligent Systems ("CWIS," "we," "us," or "our"), a trade name of G.C.E. Inc., a company organized under the laws of the State of Wisconsin, with its principal place of business in Milwaukee, Wisconsin. These Terms govern your access to and use of the services, products, and solutions offered by CWIS through the website cwis.systems and through direct engagement with our team.

Please read these Terms carefully before engaging our services. By engaging CWIS for any service, accessing our website, or entering into any service agreement with us, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety.

1. Acceptance of Terms

By engaging CW Intelligent Systems for any service — including but not limited to requesting a consultation, signing a project agreement, purchasing hardware, or subscribing to an ongoing support plan — you agree to be bound by these Terms. If you are entering into these Terms on behalf of a business, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case "you" and "your" shall refer to that entity.

If you do not agree to these Terms, you must not engage our services. Your continued use of our services following the posting of any changes to these Terms constitutes acceptance of those changes.

2. Description of Services

CW Intelligent Systems designs, builds, and deploys custom artificial intelligence solutions that run entirely on local hardware at the client's premises. Our services include, but are not limited to:

• AI System Design & Consulting: Assessment of client needs, workflow analysis, and architecture planning for custom AI solutions tailored to business or personal use cases.
• Hardware Procurement & Configuration: Selection, purchasing, and configuration of computing hardware optimized for local AI workloads, including servers, GPUs, networking equipment, and peripheral devices.
• Software Development & Integration: Development and deployment of AI models, applications, and integrations using open-source software, customized to meet client-specific requirements.
• On-Site Installation: Physical installation and setup of hardware and software at the client's location within the Milwaukee and Southeast Wisconsin service area.
• Training & Knowledge Transfer: Hands-on training sessions to ensure clients and their teams can effectively operate and maintain their AI systems.
• Ongoing Support & Maintenance: Tiered support plans providing system monitoring, troubleshooting, updates, optimization, and technical assistance on an ongoing basis.

All AI solutions built by CWIS are designed to operate locally on client-owned hardware. Your data never leaves your premises. This is a foundational principle of our business and is reflected throughout these Terms.

3. Free Initial Consultation

CWIS offers a complimentary 30-minute initial consultation to prospective clients at no cost and with no obligation. This consultation is intended to:

• Understand your needs, goals, and current technology environment.
• Discuss potential AI solutions and approaches relevant to your situation.
• Provide a preliminary overview of feasibility, timeline, and estimated investment.
• Answer your questions about local AI, our process, and our service models.

The free consultation does not create any binding obligation on either party to proceed with a project. Any information shared during the consultation will be treated as confidential by CWIS. Consultations may be conducted in person (within our service area), by phone, or via video conference. Scheduling a consultation does not constitute acceptance of these Terms, nor does it establish a client relationship; however, once you engage CWIS for paid services, these Terms shall apply.

4. Service Agreements

Each engagement with CWIS beyond the initial consultation will be governed by a separate, written Service Agreement (also referred to as a "Project Agreement," "Statement of Work," or "SOW") that specifies:

• Scope of Work: A detailed description of the services to be performed, deliverables to be provided, and any exclusions.
• Timeline & Milestones: Estimated project timeline, key milestones, and delivery dates.
• Deliverables: Specific outputs, products, or results the client can expect upon completion of each phase or the entire project.
• Pricing & Payment Terms: Total project cost, payment schedule, and payment methods as described in Section 6.
• Client Responsibilities: Specific obligations of the client necessary for successful project execution.
• Acceptance Criteria: Standards and procedures by which deliverables will be reviewed and accepted.

These Terms serve as the general framework governing all engagements. In the event of a conflict between these Terms and a specific Service Agreement, the terms of the Service Agreement shall take precedence with respect to that particular engagement, unless the Service Agreement explicitly states otherwise.

5. Service Delivery Models

CWIS offers three primary service delivery models. The appropriate model for each engagement will be specified in the applicable Service Agreement:

6. Pricing and Payment

6.1 Custom Quotes

All project pricing is provided on a custom-quote basis, reflecting the unique requirements, complexity, and scope of each engagement. Quotes are provided in writing as part of the Service Agreement and are valid for the period specified therein (typically 30 days unless otherwise stated).

6.2 Consulting Services

Consulting services beyond the free initial consultation are billed at a rate of $100 to $150 per hour, depending on the nature and complexity of the work. The applicable rate will be specified in the Service Agreement or engagement letter.

6.3 Payment Schedules

Payment for project-based work is typically structured in milestones tied to project deliverables. A common structure may include a deposit upon signing, progress payments at defined milestones, and a final payment upon project completion and acceptance. The exact payment schedule will be specified in each Service Agreement.

6.4 Hardware Costs

Hardware costs are billed separately from service fees. CWIS procures hardware on behalf of the client, and hardware costs are passed through at CWIS's acquisition cost plus any applicable procurement, configuration, and handling fees as specified in the Service Agreement. All hardware becomes the property of the client upon full payment.

6.5 Ongoing Support Billing

Clients who subscribe to an ongoing support plan will be billed monthly at the rate corresponding to their selected tier:

• Basic Care: $50 - $100 per month
• Standard Care: $150 - $300 per month
• Premium Care: $300 - $750 per month
• Business Critical: $750 - $1,500 per month

The specific rate within each tier range depends on the complexity and scale of the systems being supported. Support plan pricing will be agreed upon in writing before services commence.

6.6 Late Payments

Invoices are due within the timeframe specified on the invoice (typically net 15 or net 30 days). Late payments may be subject to a late fee of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower) on the outstanding balance. CWIS reserves the right to suspend services if payment is more than 30 days past due, following written notice to the client.

7. Hardware

7.1 Third-Party Hardware

CWIS procures hardware from third-party manufacturers and suppliers on behalf of clients. All hardware is selected based on the requirements of the client's project and CWIS's professional judgment regarding compatibility, performance, and reliability.

7.2 Manufacturer Warranties

All hardware is covered by the original manufacturer's warranty. CWIS will pass through and assist with manufacturer warranty claims to the extent commercially reasonable, but CWIS does not provide its own warranty on third-party hardware. Warranty terms, duration, and coverage are determined solely by the hardware manufacturer.

7.3 Limitation of Hardware Liability

CWIS is not liable for hardware defects, failures, or performance issues attributable to the manufacturer, normal wear and tear, misuse by the client, power surges, environmental conditions, or any cause outside of CWIS's reasonable control. CWIS's responsibility for hardware is limited to the initial selection, procurement, configuration, and installation as specified in the Service Agreement.

7.4 Hardware Ownership

Upon full payment, all hardware procured for the client becomes the client's property. The client is responsible for the physical security, maintenance, and insurance of all hardware once installed at the client's premises.

8. Software and Intellectual Property

8.1 Open-Source Components

CWIS builds solutions using open-source software wherever possible, resulting in zero licensing fees for the client. All open-source software components incorporated into client solutions remain subject to their respective open-source licenses (e.g., MIT, Apache 2.0, GPL, etc.). CWIS will provide documentation identifying the open-source components used and their applicable licenses upon request. The client is responsible for complying with the terms of any applicable open-source licenses for software deployed on their systems.

8.2 Custom Code Ownership

Custom code, scripts, configurations, and software developed by CWIS specifically for a client's project shall become the property of the client upon full payment. The client owns the custom work product — this is a core principle of our business.

This includes but is not limited to: custom AI model configurations, automation scripts, integration code, custom user interfaces, and any other software written specifically to address the client's unique requirements and business logic. Upon full payment, CWIS assigns all right, title, and interest in the custom code to the client.

8.3 CWIS Retained Rights

CWIS retains the right to reuse general knowledge, techniques, methodologies, architectural patterns, and non-client-specific tools, frameworks, or code libraries developed or utilized during the course of client engagements. This expressly does not include any client-specific data, proprietary business logic, trade secrets, or confidential information. For clarity: CWIS may reuse a general approach to deploying a particular type of AI model, but will never reuse code that contains a client's proprietary business rules, data models, or confidential configurations.

8.4 Pre-Existing Intellectual Property

Any intellectual property owned by either party prior to the engagement remains the property of that party. If CWIS incorporates any of its pre-existing tools or libraries into a client deliverable, CWIS grants the client a perpetual, non-exclusive, royalty-free license to use such pre-existing intellectual property solely as part of the delivered solution.

9. Client Data Ownership

"Client Data" includes all data, files, documents, databases, records, communications, media, configurations, prompts, AI model training data, outputs generated by AI systems running on client hardware, and any other information created, stored, processed, or managed by or on behalf of the client.

Because all CWIS solutions are designed to run locally on client-owned hardware, client data resides exclusively on the client's premises and systems. CWIS does not host, store, transmit, or have ongoing access to client data unless specifically authorized by the client for a defined purpose (such as system setup, troubleshooting, or support, as described in Section 10).

CWIS will never sell, share, license, or otherwise disclose client data to any third party. CWIS will never use client data to train models for other clients, for internal purposes, or for any purpose other than the specific services authorized by the client.

10. Data Handling During Projects

10.1 Temporary Access

During the course of system setup, configuration, testing, training, or ongoing support, CWIS personnel may require temporary access to client systems and data. This access is limited to what is reasonably necessary to perform the contracted services and will be conducted in accordance with the following principles:

• Access is granted only for the specific purpose of performing contracted services.
• All work is performed on-site or via client-authorized secure remote access to client-owned systems.
• Data remains on client premises at all times — CWIS does not copy, export, or transfer client data to CWIS systems or any third-party systems.
• Access is revoked upon completion of the applicable task or project phase, or upon client request.

10.2 Non-Disclosure Agreement

CWIS is willing to execute a mutual Non-Disclosure Agreement (NDA) upon client request, at no additional charge, prior to any engagement that involves access to sensitive or confidential client information. Clients are encouraged to request an NDA for any engagement involving proprietary business data, trade secrets, or other confidential materials.

10.3 Confidentiality

Regardless of whether a separate NDA is executed, CWIS treats all client information obtained during the course of an engagement as confidential and will not disclose such information to third parties except as required by law or with the client's prior written consent.

11. Ongoing Support Terms

11.1 Support Tiers and Response Times

Response times and service levels vary by support tier. The following are general guidelines; specific response time commitments will be documented in the applicable support agreement:

11.2 Scope of Support

Services generally included in ongoing support plans:

• System health monitoring and status checks
• Software updates and security patches for CWIS-deployed components
• Troubleshooting and resolution of issues with CWIS-installed systems
• Minor configuration adjustments and optimizations
• Technical guidance and Q&A via phone, email, or remote session

11.3 Additional Billable Services

The following services are generally outside the scope of standard support plans and may be billed separately at the applicable consulting or project rate:

• New feature development or significant system modifications
• Hardware upgrades, replacements, or additions
• Data migration or system reconfiguration beyond routine adjustments
• Training for new staff beyond initial training included in the project scope
• On-site visits beyond those included in the support plan
• Recovery from issues caused by client modifications, third-party interference, or misuse

12. Client Responsibilities

To enable CWIS to perform its services effectively, the client agrees to:

• Provide Access: Grant CWIS reasonable and timely access to the client's premises, systems, networks, and personnel as necessary to perform the contracted services, including physical access for on-site installation and maintenance.
• Provide Accurate Information: Supply accurate and complete information regarding the client's requirements, existing systems, network configurations, and any other information reasonably necessary for CWIS to perform its services.
• Timely Feedback and Decisions: Provide feedback, approvals, and decisions in a timely manner. Delays in client responses may result in corresponding delays to project timelines, for which CWIS shall not be held responsible.
• Maintain Hardware and Infrastructure: Maintain the hardware, network infrastructure, and operating environment in a condition suitable for the operation of the AI systems, including adequate power supply, cooling, internet connectivity, and physical security.
• Designate a Point of Contact: Designate a primary point of contact who has the authority to make decisions and provide approvals on behalf of the client.
• Backup and Data Protection: Maintain appropriate backups of client data. While CWIS takes reasonable care during system work, the client is ultimately responsible for maintaining backups of their own data.
• Compliance: Ensure that the client's use of CWIS-provided systems complies with all applicable laws, regulations, and industry standards.

13. Limitation of Liability

13.1 Cap on Liability

To the maximum extent permitted by applicable law, CWIS's total aggregate liability to the client for any and all claims arising out of or related to these Terms or any Service Agreement, whether in contract, tort (including negligence), strict liability, or otherwise, shall not exceed the total amount of fees actually paid by the client to CWIS under the specific Service Agreement giving rise to the claim during the twelve (12) months immediately preceding the event that gave rise to the liability.

13.2 Exclusion of Consequential Damages

In no event shall CWIS be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, loss of business opportunities, business interruption, or cost of procurement of substitute services, regardless of whether such damages were foreseeable and whether CWIS was advised of the possibility of such damages.

13.3 AI Output Disclaimer

AI systems produce outputs based on statistical models and may generate inaccurate, incomplete, or inappropriate results. CWIS is not liable for decisions made or actions taken by the client based on outputs generated by AI systems, even those installed and configured by CWIS. The client is solely responsible for evaluating and acting upon AI-generated outputs.

14. Disclaimer of Warranties

14.1 Open-Source Software

Open-source software components are provided "AS IS" and "AS AVAILABLE," without warranty of any kind, express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. CWIS does not warrant that open-source software will be error-free, uninterrupted, or free of vulnerabilities. Open-source software is subject to the terms and conditions of its respective license.

14.2 Custom Work

CWIS warrants that custom work product (code, configurations, and integrations developed specifically for the client) will be performed in a professional and workmanlike manner, consistent with generally accepted industry standards, for a period of sixty (60) days following delivery and acceptance ("Warranty Period"). During the Warranty Period, CWIS will, at no additional charge, correct any material defects in the custom work product that are reported by the client in writing, provided that the defect is reproducible and is not caused by client modifications, misuse, or changes to the operating environment. This constitutes the client's sole remedy for defects in custom work product.

14.3 No Guarantee of Results

CWIS does not guarantee specific outcomes, performance metrics, or business results from the use of AI systems. While CWIS endeavors to build effective solutions based on client requirements, the performance of AI systems depends on many factors including data quality, use patterns, and the inherent probabilistic nature of AI technology.

15. Indemnification

15.1 Client Indemnification

The client agrees to indemnify, defend, and hold harmless CWIS, G.C.E. Inc., and their respective officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) the client's use or misuse of the systems, software, or services provided by CWIS; (b) the client's violation of any applicable law, regulation, or third-party right; (c) any data processed, stored, or generated by AI systems on the client's hardware; or (d) the client's breach of these Terms or any applicable Service Agreement.

15.2 CWIS Indemnification

CWIS agrees to indemnify, defend, and hold harmless the client from and against any third-party claims alleging that the custom work product (excluding open-source components) created by CWIS and delivered to the client infringes upon a valid patent, copyright, or trade secret of a third party, provided that: (a) the client promptly notifies CWIS in writing of such claim; (b) CWIS has sole control of the defense and settlement; and (c) the client provides reasonable cooperation at CWIS's expense.

16. Termination

16.1 Termination for Convenience

Either party may terminate a Service Agreement or ongoing support plan by providing thirty (30) days' written notice to the other party. The client remains responsible for payment of all services performed and costs incurred (including hardware already ordered or received) up to the effective date of termination.

16.2 Termination for Cause

Either party may terminate immediately upon written notice if the other party: (a) materially breaches these Terms or a Service Agreement and fails to cure such breach within fifteen (15) days of receiving written notice specifying the breach; or (b) becomes insolvent, files for bankruptcy, or ceases to operate in the ordinary course of business.

16.3 Effect of Termination

Upon termination of any engagement:

• Hardware: All hardware that has been fully paid for remains the client's property and stays at the client's premises.
• Software: All custom software and configurations that have been fully paid for remain the client's property. Open-source components remain available to the client under their respective licenses.
• Data: All client data remains with the client on their own hardware. CWIS will securely delete any temporary copies of client information in CWIS's possession, if any exist, within thirty (30) days of termination.
• Support: Ongoing support services cease on the effective date of termination. CWIS will provide reasonable transition assistance upon request, which may be subject to additional fees.
• Access: CWIS's access to client systems will be revoked upon the effective date of termination.

16.4 Survival

Sections 8 (Software and Intellectual Property), 9 (Client Data Ownership), 13 (Limitation of Liability), 14 (Disclaimer of Warranties), 15 (Indemnification), 19 (Governing Law), and 20 (Dispute Resolution) shall survive termination of these Terms or any Service Agreement.

17. Acceptable Use

The client agrees to use all systems, software, and services provided by CWIS in a lawful and responsible manner. The client shall not use any CWIS-provided or CWIS-configured system to:

• Engage in any activity that violates federal, state, or local laws or regulations.
• Generate, store, or process content that is illegal, including but not limited to content that constitutes child exploitation, fraud, harassment, defamation, or incitement to violence.
• Infringe upon the intellectual property rights, privacy rights, or other legal rights of any third party.
• Distribute malware, conduct cyberattacks, or engage in unauthorized access to third-party systems.
• Circumvent or disable any security features or access controls implemented by CWIS.

CWIS reserves the right to refuse or terminate services if it becomes aware that a client is using CWIS-provided systems for illegal or harmful purposes. Because systems are locally deployed and CWIS does not monitor client usage, the client bears sole responsibility for ensuring lawful use.

18. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under these Terms or any Service Agreement to the extent that such delay or failure is caused by circumstances beyond the party's reasonable control, including but not limited to: acts of God, natural disasters, pandemics or epidemics, war, terrorism, riots, civil disturbance, government actions or orders, labor disputes or strikes, supply chain disruptions, utility or telecommunications failures, cyberattacks not attributable to the affected party's negligence, or any other event that could not have been reasonably foreseen or prevented.

The affected party shall promptly notify the other party of the force majeure event and make reasonable efforts to mitigate its impact. If a force majeure event continues for more than sixty (60) days, either party may terminate the affected Service Agreement without penalty upon written notice.

19. Governing Law

These Terms, all Service Agreements, and any disputes arising out of or related to the services provided by CWIS shall be governed by and construed in accordance with the laws of the State of Wisconsin, without regard to its conflict-of-law provisions. The parties agree that any legal action or proceeding relating to these Terms shall be brought exclusively in the state or federal courts located in Milwaukee County, Wisconsin, and the parties hereby consent to the personal jurisdiction and venue of such courts.

20. Dispute Resolution

20.1 Good Faith Negotiation

In the event of any dispute, claim, or disagreement arising out of or relating to these Terms or any Service Agreement, the parties shall first attempt to resolve the dispute through good faith negotiation. Either party may initiate the dispute resolution process by providing written notice to the other party describing the dispute in reasonable detail. The parties shall have thirty (30) days from receipt of such notice to reach a mutually agreeable resolution.

20.2 Mediation

If the dispute cannot be resolved through good faith negotiation within the thirty (30) day period, either party may request mediation. The mediation shall be conducted by a mutually agreed-upon mediator in Milwaukee, Wisconsin. The costs of mediation shall be shared equally by the parties unless otherwise agreed. Each party shall bear its own attorneys' fees and costs associated with the mediation.

20.3 Litigation

If the dispute remains unresolved after mediation (or if the parties cannot agree on a mediator within fifteen (15) days of a mediation request), either party may pursue litigation in accordance with Section 19 (Governing Law). Nothing in this section shall prevent either party from seeking injunctive or other equitable relief in court at any time to prevent irreparable harm.

21. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or if such modification is not possible, shall be severed from these Terms. The invalidity or unenforceability of any provision shall not affect the validity or enforceability of the remaining provisions, which shall continue in full force and effect.

22. Entire Agreement

These Terms, together with any applicable Service Agreements, Statements of Work, NDAs, and other documents expressly incorporated by reference, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, whether oral or written, with respect to such subject matter. No oral statements or prior written materials not specifically incorporated herein shall be of any force and effect.

23. Modifications to Terms

CWIS reserves the right to modify these Terms at any time. Changes will be effective upon posting the revised Terms on our website at cwis.systems/terms with an updated effective date. For clients with active Service Agreements or ongoing support plans, CWIS will provide at least thirty (30) days' written notice (via email or other agreed-upon communication method) before any material changes take effect. Continued use of our services after the effective date of any modifications constitutes acceptance of the modified Terms.

Material changes that adversely affect the rights of clients under active Service Agreements shall not apply retroactively to those agreements unless the client provides written consent.

24. Contact Information

If you have any questions, concerns, or requests regarding these Terms of Service, please contact us: