Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Ironclad Solutions LLC ("Ironclad," "we," "us," or "our"), a limited liability company organized under the laws of the Commonwealth of Puerto Rico, with its principal place of business in San Juan, PR.

By accessing our website at ironcladsolutions.ai, our client portal at app.ironcladsolutions.ai, or using any of our services (collectively, the "Services"), you agree to be bound by these Terms and our Privacy Policy, which is incorporated by reference.

If you are entering into these Terms on behalf of a business entity, you represent that you have the authority to bind that entity. If you do not agree to these Terms, you must not use our Services.

Ironclad provides artificial-intelligence-powered workforce automation for home-service contractors across all trades. Our Services may include, but are not limited to:

• AI Receptionist: Automated voice answering, call handling, appointment scheduling, and caller follow-up on your behalf.
• SMS Automation: Automated text messaging for appointment reminders, missed-call follow-ups, post-job follow-ups, and review requests.
• Smart Scheduling: AI-driven appointment scheduling and calendar management.
• Client Portal: A web-based dashboard providing call analytics, revenue reports, and lead management.
• Revenue Recovery: Automated estimate follow-up, overdue-invoice collection, and dormant-customer re-engagement, with a receipt trail for every recovered dollar.
• Revenue & Performance Reports: Reports on call volume, booking rates, and recovered revenue.

The specific features enabled for your engagement are stated in your Order Form. We reserve the right to modify, add, or discontinue features with reasonable notice.

The full pricing and revenue-share mechanics are governed by the Master Services Agreement (MSA v1.3), which is incorporated here by reference. The summary below describes the commercial model in plain English; in the event of any conflict between this summary and the MSA, the MSA controls.

3.1 Setup Fee and Monthly Platform Fee

Standard: A one-time setup fee applies per shop. The setup fee covers AI training for your trade, voice agent provisioning, phone-line forwarding, FSM (field-service-management software) integration, calendar wiring, and first-week monitoring. Once you are live, a flat monthly platform fee covers the AI back office that answers, books, chases estimates, and collects invoices. Current setup and monthly amounts are stated in your Order Form and the MSA.

Founding cohort (first 10 customers only): Founding-cohort customers receive a waived setup fee and a reduced monthly platform fee, both locked at signing for the life of the engagement. The cohort cap is ten contractors total. After ten Founding signings, standard pricing applies.

3.2 Revenue Share

In addition to the monthly platform fee, you pay 15% of recovered receivables that clear: amounts you had already earned (aged invoices and receivables) that our systems provably collect. The share is never charged on new or booked business, revived estimates, or any other revenue. This rate is the same for standard and Founding-cohort customers. Founding-cohort customers have both the monthly platform fee and the 15% rate locked at signing. They do not change even if standard rates rise in the future.

Revenue share is billed monthly in arrears. Each statement includes a deterministic proof chain for every recovered dollar (the call, message, reply, booking, invoice, and payment that earned it). You have fifteen days from receipt to dispute any line item.

There is no per-call fee, no per-minute charge, and no per-user charge. Revenue share applies only to revenue our agents provably move, matched to a receipt.

3.3 Payment Terms

• The one-time setup fee is invoiced at signing.
• The monthly platform fee is invoiced monthly.
• Revenue share is invoiced monthly in arrears.
• All fees are in United States dollars (USD).
• Payment is due via ACH bank transfer, or by such other method as we mutually agree in writing, through our PCI-compliant payment processor.
• If a payment fails, we will attempt to re-process it up to three times over a 7-day period before suspending your account. We will notify you of any payment failure via email.
• Late payments may incur a late fee of 1.5% per month on the outstanding balance, or the maximum rate permitted by applicable law, whichever is lower.

3.4 Taxes

All fees are exclusive of applicable sales tax, use tax, VAT, or other governmental charges. You are responsible for all taxes associated with your engagement, excluding taxes on Ironclad's net income.

4.1 Term

The engagement is month-to-month from the Effective Date stated in your signed Order Form / Services Agreement. There is no minimum term.

4.2 Cancellation

Either party may cancel by providing thirty (30) days' written notice to the other party. There is no early-termination fee, no cancellation penalty, and no clawback of revenue share already earned through the cancellation effective date.

You may cancel by sending notice to mitch@ironcladsolutions.ai. We will acknowledge receipt within two business days and confirm the cancellation effective date.

4.3 Month-by-Month Money-Back Guarantee (Office Fee)

The engagement is month to month, and the monthly platform fee (the office fee) carries a money-back guarantee. If you are not satisfied with the Services in any calendar month, you may request a full refund of that month’s office fee by written notice within ten (10) days after we deliver the Monthly Statement for that month. This guarantee may be used at most once in any rolling three (3)-month period; a refunded month still owes the recovery share on receivables actually collected that month. The recovery share described in Section 3.2 is charged only on receivables that actually cleared and is not subject to this guarantee.

If our systems do not recover receivables for your business in a given month, no recovery share is owed for that month; the monthly platform fee still applies, subject to the guarantee above.

The one-time setup fee ($1,000 standard; $0 for Founding-cohort customers) is earned on your Activation Date (the date we confirm your first shop is live). If you cancel for convenience before Activation, we refund the setup fee less our reasonable, itemized, documented onboarding costs, and that deduction is capped at the setup fee paid. After Activation, the setup fee is non-refundable except as expressly provided in the MSA (for example, SLA service credits or termination for our material breach). The full refund mechanism is governed by Section 2.5 of the MSA, which controls.

4.4 Effect of Cancellation

Upon the cancellation effective date: (a) your access to the client portal and all live AI services will be deprovisioned; (b) your AI phone number and automated systems will be disconnected; (c) you may request a CSV export of Your Content within thirty (30) days after the effective date; (d) any earned revenue-share fees attributable to jobs completed through the effective date remain due and payable per the normal billing cycle.

By using our Services, you agree to:

• Provide accurate, current, and complete business information during onboarding and keep it updated.
• Ensure you have all necessary licenses, permits, and insurance required to operate your home-service business in your jurisdiction.
• Maintain the confidentiality of your Portal credentials and notify us immediately of any unauthorized access.
• Comply with all applicable federal, state, and local laws, including but not limited to the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, and any home-service industry regulations.
• Ensure your end customers have provided appropriate consent before their contact information is used in our automated systems. You are responsible for obtaining and maintaining such consent.
• Not use our Services for any unlawful, fraudulent, harassing, or abusive purpose, including but not limited to spam, phishing, or sending unsolicited communications.
• Not attempt to reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying technology of our Services.
• Not resell, sublicense, or provide access to our Services to third parties without our prior written consent.

Our Services involve AI-generated voice calls and automated text messages made on behalf of your business. By using these Services:

• You acknowledge that our AI receptionist identifies itself as an AI assistant at the beginning of each call and discloses that calls may be recorded.
• You are responsible for ensuring that the use of AI-generated calls and automated messages complies with all applicable laws in the jurisdictions where your customers are located.
• We automatically process SMS opt-out requests (e.g., replies of STOP) and maintain a suppression list. You must not attempt to circumvent these opt-out mechanisms.
• We honor quiet hours for automated communications and rate-limit outbound messages in accordance with carrier and regulatory requirements.
• You agree not to use our communication tools to send messages that violate the TCPA, state telemarketing laws, or any applicable do-not-call regulations.

7.1 Our Property

All technology, software, algorithms, AI models, designs, trademarks, trade names, and content comprising the Services are owned by or licensed to Ironclad Solutions LLC. These Terms grant you a limited, non-exclusive, non-transferable, revocable license to use the Services during your active subscription. No other rights are granted.

7.2 Your Content

You retain ownership of all business data, customer information, and content you provide to us ("Your Content"). By using our Services, you grant us a non-exclusive, worldwide, royalty-free license to use, process, store, and display Your Content solely to provide and improve the Services. This license terminates upon termination of your subscription, except as needed for data retention in accordance with our Privacy Policy.

7.3 Aggregated Data

We may create anonymized, aggregated, or de-identified data from Your Content that cannot reasonably be used to identify you or your customers ("Aggregated Data"). We own all Aggregated Data and may use it for any lawful business purpose, including benchmarking, analytics, and service improvement.

Each party agrees to maintain the confidentiality of any proprietary or non-public information disclosed by the other party in connection with these Services ("Confidential Information"). This includes business strategies, customer lists, pricing, technology, and system configurations.

Confidential Information may only be disclosed to employees or contractors who need access to perform obligations under these Terms and who are bound by confidentiality obligations at least as protective as those herein. This obligation survives termination for a period of three (3) years.

• We target 99.5% monthly uptime for voice and messaging services, but do not guarantee uninterrupted or error-free service.
• Scheduled maintenance will be communicated at least 24 hours in advance when possible and scheduled during off-peak hours.
• We provide support via email at mitch@ironcladsolutions.ai. We use commercially reasonable efforts to respond to support inquiries within one business day during normal business hours (Atlantic Standard Time, excluding weekends and holidays).
• Critical service outages affecting call handling will be addressed on an emergency basis regardless of business hours.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• IRONCLAD'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO IRONCLAD IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
• IN NO EVENT SHALL IRONCLAD BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, LOST PROFITS, LOSS OF BUSINESS, LOSS OF DATA, OR COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• IRONCLAD IS NOT LIABLE FOR MISSED CALLS, UNDELIVERED MESSAGES, SCHEDULING ERRORS, OR ANY DAMAGES ARISING FROM AI-GENERATED RESPONSES THAT ARE INACCURATE, INCOMPLETE, OR OTHERWISE UNSATISFACTORY.
• IRONCLAD IS NOT LIABLE FOR ANY ACTS, OMISSIONS, OR NEGLIGENCE OF YOUR EMPLOYEES, CONTRACTORS, OR TECHNICIANS, OR FOR THE QUALITY OF SERVICES YOU PROVIDE TO YOUR CUSTOMERS.

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY.

WITHOUT LIMITING THE FOREGOING, IRONCLAD DOES NOT WARRANT THAT: (A) THE SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS; (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) AI-GENERATED RESPONSES WILL BE ACCURATE OR COMPLETE; (D) ANY SPECIFIC REVENUE INCREASE, CALL CONVERSION RATE, OR BUSINESS OUTCOME WILL BE ACHIEVED.

Other than the money-back guarantee set forth in Section 4.3, your cancellation rights set forth in Section 4 are your sole and exclusive remedy for dissatisfaction with the Services. Except as stated in Section 4.3, we do not offer a results-based refund or performance guarantee.

You agree to indemnify, defend, and hold harmless Ironclad Solutions LLC, its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of the Services in violation of these Terms.
• Your violation of any applicable law, regulation, or third-party rights, including but not limited to TCPA violations arising from contacts you directed our systems to reach.
• Any claim by your customers, employees, or third parties related to the services you provide or the AI-assisted communications made on your behalf.
• Any inaccurate, misleading, or incomplete information you provided for use in our AI systems.

13.1 By You

You may cancel at any time by providing thirty (30) days' written notice to mitch@ironcladsolutions.ai. Cancellation mechanics, billing cutoff, and exit terms are governed by Section 4 (Term & Cancellation) above.

13.2 By Us

We may suspend or terminate your access to the Services immediately if:

• You breach any material provision of these Terms.
• Your payment is more than 14 days overdue after notification.
• We reasonably believe your use of the Services poses a legal or security risk to us, our systems, or our other clients.
• Required by law, regulation, or government order.

13.3 Effect of Termination

Upon termination: (a) your access to the Portal and all Services will be deactivated; (b) your AI phone number and automated systems will be disconnected; (c) we will retain your data in accordance with the retention periods described in our Privacy Policy; (d) you may request an export of Your Content within 30 days of termination.

Sections 7 (Intellectual Property), 8 (Confidentiality), 10 (Limitation of Liability), 11 (Disclaimer of Warranties), 12 (Indemnification), 15 (Governing Law), and 16 (Dispute Resolution) survive termination.

We reserve the right to modify these Terms at any time. Material changes will be communicated at least 30 days in advance via email to your registered address or through a prominent notice in the Portal. Your continued use of the Services after the effective date of changes constitutes acceptance. If you do not agree to modified Terms, your sole remedy is to cancel your subscription before the changes take effect.

These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Puerto Rico, without regard to its conflict-of-law principles. Dispute resolution mechanics, including venue, mediation requirements for smaller disputes, and arbitration requirements for larger disputes, are governed by Section 16 below.

16.1 Informal Resolution

Before initiating any formal proceedings, both parties agree to attempt to resolve disputes informally by sending written notice describing the dispute to the other party. The parties shall have 60 days from receipt of such notice to resolve the dispute informally.

16.2 Tiered Dispute Resolution

If informal resolution under Section 16.1 fails, the path forward depends on the amount in dispute, measured in good faith by the claimant at the time of demand. This summary mirrors Section 13 of the Master Services Agreement; if your engagement is governed by a signed MSA, that agreement controls.

• Disputes under $25,000: The parties will first attempt to resolve the matter through non-binding mediation administered by the American Arbitration Association (AAA) under its Commercial Mediation Rules in San Juan, Puerto Rico. Mediation is a condition precedent to arbitration. If mediation does not resolve the dispute within thirty (30) days of the mediation demand, the dispute shall be resolved by binding arbitration administered by the AAA under its Commercial Arbitration Rules in San Juan, Puerto Rico.
• Disputes of $25,000 or more: The dispute shall be resolved by binding arbitration administered by the AAA under its Commercial Arbitration Rules in San Juan, Puerto Rico. The arbitration shall be conducted by a single arbitrator. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Notwithstanding the above, either party may seek emergency injunctive relief in a court located in San Juan, Puerto Rico for matters such as intellectual-property infringement, breach of confidentiality, or imminent regulatory violations, without waiving the right to arbitrate the underlying merits.

16.3 Class Action Waiver

YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. You waive any right to participate in a class action lawsuit or class-wide arbitration against Ironclad.

This class action waiver does not apply to claims under the Telephone Consumer Protection Act (47 U.S.C. § 227) or analogous state consumer-protection statutes where the statute provides for class adjudication and a class waiver would render the statutory remedy unavailable. For such claims, individual arbitration in San Juan remains required, but you preserve any class rights expressly conferred by the applicable statute. This carve-out mirrors Section 13.11 of the Master Services Agreement.

• Order of Precedence: These Terms and the Privacy Policy govern your use of our website and client portal. If you sign an Order Form and the Master Services Agreement (MSA) it incorporates by reference, that Order Form and MSA, together with these Terms and the Privacy Policy, form the complete agreement between you and Ironclad regarding the Services. In the event of any conflict, the signed Order Form and MSA control over these Terms, and these Terms control over any prior summaries or marketing materials.
• Severability: If any provision of these Terms is held unenforceable, the remaining provisions shall remain in full force and effect.
• Waiver: Our failure to enforce any right or provision shall not constitute a waiver of that right or provision.
• Assignment: You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets.
• Force Majeure: Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including natural disasters, acts of government, power outages, internet disruptions, pandemics, or carrier-level telecommunications outages.
• Notices: All notices under these Terms shall be sent to the email addresses on record. Notices to Ironclad must be sent to mitch@ironcladsolutions.ai.

If you have questions about these Terms, contact us at: