Table of Contents

Terms of Service

Last Updated: 23.02.2026

Preamble

These Terms and Conditions (hereinafter “T&Cs” or “Terms”) govern the contractual relationship between:

The service provider: LeSage Digital LLC A Domestic Limited Liability Company — State of New Mexico Filing Number: 3161310 Principal Place of Business: 1209 Mountain Road PL NE, STE R, Albuquerque, NM 87110, USA Email: contact@lesage.digital

Hereinafter referred to as “LeSage Digital” or “the Service Provider”

and: Any natural or legal person wishing to engage the services offered by LeSage Digital.

Hereinafter referred to as “the Client”

The Service Provider and the Client are hereinafter individually referred to as “the Party” and collectively as “the Parties.”

Important: These T&Cs apply exclusively to business-to-business (B2B) relationships. LeSage Digital’s services are not intended for consumers as defined by applicable consumer protection laws.

Article 1 — Scope of Services

These T&Cs define the conditions under which LeSage Digital provides the Client with services in the following areas:

  • Workflow and business process automation
  • Design and deployment of chatbots and AI agents
  • Development of AI voice agents
  • Web scraping and data extraction
  • Database cleaning and enrichment
  • Artificial intelligence API integration
  • And more generally, any service related to automation and artificial intelligence

The specific services, their scope, timelines, and pricing are defined in a proposal or statement of work (hereinafter “the Proposal”) accepted by the Client.

Article 2 — Acceptance of Terms

Any engagement of services implies the Client’s unreserved acceptance of these T&Cs.

Acceptance is evidenced by any of the following:

  • Signing the Proposal that references these T&Cs
  • Sending an email confirming acceptance of the Proposal and T&Cs
  • Payment of the deposit specified in the Proposal

The applicable T&Cs are those in effect on the date of the engagement. LeSage Digital reserves the right to modify these T&Cs at any time. Modifications do not apply to engagements already in progress.

Article 3 — Proposals and Engagements

3.1 Proposal preparation

Prior to any engagement, LeSage Digital prepares a Proposal detailing:

  • Description of services to be performed
  • Scope and expected deliverables
  • Estimated timeline
  • Pricing
  • Payment terms
  • Proposal validity period

3.2 Proposal validity

Unless otherwise stated, Proposals are valid for 30 days from their date of issue.

3.3 Acceptance and engagement

An engagement is considered firm and binding upon receipt by LeSage Digital of:

  • The Proposal signed by the Client with the notation “Approved,” or
  • An explicit acceptance email from the Client, or
  • Payment of the deposit specified in the Proposal

Once accepted, the engagement is binding on the Client.

Article 4 — Pricing and Payment

4.1 Pricing

Prices are stated in US dollars (USD) unless otherwise specified in the Proposal. Applicable taxes (if any) will be added as required by law.

Prices indicated in the Proposal are firm for the scope described. Any request to modify the scope during the project will require a written change order with adjusted pricing.

4.2 Payment terms

Unless otherwise agreed in the Quote, payment terms are as follows:

For Fixed-Fee Projects:

  • 40% upon engagement (deposit)
  • 60% upon delivery

For Recurring Services (Subscriptions):

  • Monthly invoicing, payable upon receipt

Accepted Payment Methods:

  • Bank transfer (ACH or wire)
  • Credit card (via secure payment link)
  • Other methods as agreed in the Proposal

4.3 Late payment

All invoices are payable upon receipt unless otherwise stated in the Proposal.

Any payment not received by the due date will incur:

  • A late fee of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower) on the outstanding balance
  • Reimbursement of reasonable collection costs incurred by LeSage Digital

4.4 Payment default

In case of payment default, LeSage Digital reserves the right to:

  • Suspend performance of services in progress
  • Demand immediate payment of all outstanding amounts
  • Terminate the agreement after written notice remaining unresolved for 15 days

Article 5 — Performance of Services

5.1 LeSage digital’s obligations

LeSage Digital commits to:

  • Performing services with professional diligence and skill
  • Allocating the resources and expertise necessary for proper service delivery
  • Meeting agreed timelines, except in cases of force majeure or Client delays
  • Keeping the Client informed of any issues that may affect service delivery
  • Maintaining confidentiality of all information provided by the Client

LeSage Digital’s obligations are best-efforts obligations, not guarantees of specific results.

5.2 Client obligations

The Client commits to:

  • Providing LeSage Digital with all information, data, credentials, and access necessary for service delivery in a timely manner
  • Responding to LeSage Digital’s requests within reasonable timeframes
  • Designating a single point of contact authorized to make decisions on behalf of the Client
  • Reviewing and approving intermediate deliverables within agreed deadlines
  • Paying invoices by their due dates

Any delay or failure by the Client to meet these obligations may result in timeline adjustments and/or additional charges.

5.3 Timelines

Delivery timelines stated in the Proposal are estimates. They begin upon receipt of both the deposit and all materials necessary for service delivery.

Delays in delivery shall not give rise to penalties, damages, or cancellation unless expressly agreed in writing.

Article 6 — Delivery and Acceptance

6.1 Delivery

Delivery is made by providing the Client access to deliverables through any agreed means (email, file sharing platform, system access, etc.).

6.2 Acceptance and review

Upon receipt of deliverables, the Client has 10 business days to review them and provide written notice of any specific, substantiated objections.

Objections must relate to non-conformity of deliverables with the scope defined in the Proposal. Requests for changes or additions outside the original scope do not constitute valid objections.

If no written objection is received within this period, deliverables are deemed accepted.

6.3 Corrections

In case of valid objections, LeSage Digital will make necessary corrections within a reasonable timeframe. A new review period will then apply under the same conditions.

Article 7 — Intellectual Property

7.1 Ownership of deliverables

Subject to full payment of all amounts due, the Client acquires the intellectual property rights to deliverables specifically created for them under the engagement.

This transfer includes the rights to reproduce, display, adapt, and modify the deliverables, worldwide, for the duration of applicable intellectual property protections.

7.2 Pre-Existing materials

Pre-existing materials used by LeSage Digital (libraries, frameworks, tools, templates, generic scripts, open-source components, etc.) remain the property of LeSage Digital or their respective owners.

The Client receives a non-exclusive, non-transferable license to use these materials solely within the context of the delivered work.

7.3 Client data

All data provided by the Client or collected/extracted on the Client’s behalf remains the exclusive property of the Client. LeSage Digital retains no rights to such data.

7.4 Portfolio and references

Unless the Client expressly objects in writing, LeSage Digital may reference the Client’s name and a general description of the project in its portfolio, marketing materials, and website.

Article 8 — Confidentiality

8.1 Confidentiality obligation

Each Party agrees to keep strictly confidential all information and documents of any nature disclosed by the other Party in connection with the engagement.

Confidential information includes, but is not limited to: client data, business processes, commercial strategies, financial information, technical developments, and source code.

8.2 Duration

This confidentiality obligation applies throughout the engagement and continues for 3 years after its termination.

8.3 Exceptions

The following are excluded from confidentiality obligations:

  • Information that was already publicly available at the time of disclosure
  • Information that becomes publicly available through no fault of the receiving Party
  • Information lawfully received from a third party without restriction
  • Information required to be disclosed by law or court order

8.4 NDA

At either Party’s request, the Parties may execute a separate Non-Disclosure Agreement (NDA) with additional or enhanced confidentiality provisions.

Article 9 — Data Protection

In the course of performing services, LeSage Digital may process personal data on behalf of the Client.

9.1 Roles

  • The Client acts as the Data Controller (or Business, under CCPA)
  • LeSage Digital acts as the Data Processor (or Service Provider, under CCPA)

9.2 LeSage Digital’s commitments

As a data processor, LeSage Digital commits to:

  • Processing personal data only as instructed by the Client
  • Ensuring that authorized personnel are bound by confidentiality obligations
  • Implementing appropriate security measures
  • Not engaging sub-processors without the Client’s prior written consent
  • Assisting the Client in responding to data subject rights requests
  • Deleting or returning all personal data upon termination of the engagement, as directed by the Client

9.3 Data processing agreement

At the Client’s request, the Parties may execute a Data Processing Agreement (DPA) specifying the terms and conditions for the processing of personal data.

Article 10 — Limitation of Liability

10.1 Cap on liability

LeSage Digital’s total aggregate liability arising out of or related to any engagement shall not exceed the total amount actually paid by the Client under the relevant Proposal.

10.2 Exclusions

LeSage Digital shall not be liable for:

  • Indirect, incidental, consequential, or punitive damages (including but not limited to loss of revenue, loss of data, loss of business opportunity, or reputational harm)
  • Damages resulting from the Client’s failure to meet its obligations
  • Damages arising from the use of deliverables in a manner inconsistent with their intended purpose
  • Malfunctions, changes, or discontinuation of third-party tools, platforms, or APIs (e.g., OpenAI, Make, Zapier, etc.)
  • Unilateral changes to third-party terms of service

10.3 Force majeure

Neither Party shall be liable for failure to perform its obligations due to events beyond its reasonable control, including but not limited to natural disasters, war, terrorism, pandemics, government actions, power outages, internet failures, or other force majeure events.

Article 11 — Term and Termination

11.1 Term

The agreement takes effect on the date of Proposal acceptance and terminates upon completion of services and full payment of all amounts due.

For recurring services (subscriptions), the term is specified in the Proposal.

11.2 Termination for cause

In the event of a material breach by either Party, the non-breaching Party may terminate the agreement upon 15 days’ written notice if the breach remains uncured.

11.3 Termination for Convenience

For recurring services, either Party may terminate the agreement at any time with 30 days’ written notice.

11.4 Effects of termination

Upon termination:

  • Services already performed remain due and payable on a pro-rata basis
  • The Client retains rights to all delivered and paid-for deliverables
  • Client data will be returned within 30 days of termination

Article 12 — General Provisions

12.1 Entire agreement

These T&Cs, together with the Proposal and any amendments, constitute the entire agreement between the Parties and supersede all prior discussions, negotiations, and agreements.

12.2 Severability

If any provision of these T&Cs is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

12.3 Waiver

The failure of either Party to enforce any provision of these T&Cs shall not constitute a waiver of that provision or the right to enforce it at a later time.

12.4 Assignment

The Client may not assign or transfer this agreement to any third party without the prior written consent of LeSage Digital.

Article 13 — Governing Law and Dispute Resolution

These T&Cs are governed by and construed in accordance with the laws of the State of New Mexico, United States.

In the event of any dispute, the Parties shall first attempt to resolve the matter amicably within 30 days.

If no resolution is reached, the dispute shall be submitted to the exclusive jurisdiction of the state or federal courts located in Bernalillo County, New Mexico.

Article 14 — Contact

For any questions regarding these Terms and Conditions:

  • Email: contact@lesage.digital
  • Mail: LeSage Digital LLC, 1209 Mountain Road PL NE, STE R, Albuquerque, NM 87110, USA