Terms of Service

Last updated: May 26, 2026 · Gonchar Consulting LLC

Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you or your organization ("Client," "you") and Gonchar Consulting LLC ("Gonchar," "we," "us"), a limited liability company organized under the laws of the State of Washington.

By engaging Gonchar for services, you agree to these Terms. If you are entering into these Terms on behalf of a company or organization, you represent that you have authority to bind that entity.

Services

Gonchar provides AI consulting, implementation, and ongoing maintenance services, including:

• AI Growth Audit — a diagnostic engagement that maps your data sources, identifies operational AI opportunities, and produces a written implementation roadmap. Duration: typically 1–2 weeks.
• Signal — a read-only AI intelligence layer connecting your business data to a plain-English query interface. Scope defined by Audit findings.
• Atlas — a full read/write agentic AI system that builds on Signal and adds automated workflows, agent execution, and proactive intelligence. Scope defined by Audit findings.
• On-Premise Deployment — the full Atlas stack deployed on locally-owned hardware with no external API connections, fully air-gap capable. Hardware is client-supplied; Gonchar handles specification, procurement coordination, installation, and configuration.
• Care Plans — ongoing monthly maintenance, monitoring, model refresh, and new automation builds as applicable to each tier.

Specific deliverables, timelines, and pricing for each engagement are defined in a separate Statement of Work or engagement letter, which is incorporated into these Terms by reference.

AI Growth Audit Terms

The Audit is billed at a flat fee of $2,500 (USD), invoiced upon booking confirmation.

• Guarantee — Gonchar guarantees a minimum of three concrete, implementable AI opportunities identified during the Audit. If we cannot identify three such opportunities, the full $2,500 will be refunded within 10 business days of the Audit delivery date.
• Implementation credit — If Client moves to a Signal or Atlas implementation engagement within 14 calendar days of receiving the Audit deliverables, the $2,500 Audit fee is credited in full toward that engagement's setup fee. The credit is applied once, to a single implementation tier, and does not carry over to Care plan fees or hardware costs.
• Audit deliverables remain Client property — The written Audit plan, findings, and roadmap belong to you, regardless of whether you proceed with implementation.

Payment Terms

• Audit — invoiced at booking; due within 7 days of invoice date.
• Implementation (Signal / Atlas / On-Premise) — setup fee is invoiced at engagement kickoff; due within 14 days of invoice date. For engagements over $20,000, Gonchar may require a 50% deposit at kickoff and the balance upon project completion, as specified in the Statement of Work.
• Care plans — billed monthly in advance on the anniversary of deployment completion. Care invoices are due within 14 days of invoice date.
• Late payments — invoices not paid within 30 days of the due date may accrue interest at 1.5% per month on the outstanding balance. Gonchar reserves the right to suspend services for accounts more than 60 days past due.

What's Included in Our Pricing

Gonchar's pricing covers professional services: design, development, integration, configuration, testing, and ongoing maintenance of the AI system. The following are explicitly not included and are the Client's responsibility:

• AI API costs — Usage fees for Anthropic Claude, OpenAI, or other AI API providers are billed directly to the Client's own API accounts. Gonchar does not mark up API costs. We help configure accounts and set usage limits, but the Client is solely responsible for API spend.
• Hardware (On-Premise only) — Mac Studio units, networking equipment, server racks, and any physical infrastructure are purchased by and titled to the Client. Gonchar provides hardware specifications and procurement coordination but does not take title to or mark up hardware. Hardware costs are quoted separately before any purchasing commitment is made.
• Third-party software licenses — Any software subscriptions required by the implementation (e.g., database licensing, CRM API access tiers) are Client responsibilities unless explicitly included in a Statement of Work.

Client Responsibilities

Successful implementation requires Client cooperation:

• Designate a single point of contact with authority to make decisions during the engagement.
• Provide API access credentials and read permissions to data sources within the scope of the engagement, in a timely manner.
• Make key stakeholders available for the Audit (approximately 3–5 hours over 1–2 weeks).
• Ensure your organization has the right to grant API access to the data sources included in the engagement.

Delays caused by Client unavailability may extend timelines and could affect engagement scope. Gonchar is not responsible for timeline slippage attributable to Client delays.

Intellectual Property

Upon full payment of all amounts due, Gonchar assigns to Client all custom code, configurations, and deliverables developed specifically for Client as part of an engagement ("Work Product"). Gonchar retains ownership of reusable frameworks, methodologies, and tools that are not specific to Client's environment. Third-party software and AI model licenses remain with their respective owners.

Confidentiality

Both parties agree to keep confidential any non-public information received from the other party in connection with an engagement. Gonchar will not disclose Client business data, financials, or operational information to third parties except as required to deliver the contracted services or as required by law.

Data Privacy

Client data handling is governed by Gonchar's Privacy Policy, which is incorporated into these Terms. Key provisions:

• For cloud deployments (Signal / Atlas), Anthropic and OpenAI API terms contractually prohibit training on Client API data.
• For On-Premise deployments, no data leaves Client premises.
• Gonchar does not retain Client business data after engagement completion.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• Gonchar's total cumulative liability arising from any engagement shall not exceed the total fees paid by Client to Gonchar for that specific engagement in the 12 months preceding the claim.
• Gonchar is not liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, lost data, or business interruption, even if advised of the possibility of such damages.
• Gonchar is not responsible for the actions, policies, or service continuity of third-party AI API providers (Anthropic, OpenAI) or any software platforms connected during an engagement.

Some jurisdictions do not allow certain limitations of liability. In such jurisdictions, liability is limited to the maximum extent permitted by law.

Warranties and Disclaimers

Gonchar warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. The AI Growth Audit guarantee (three findings or full refund) is the sole express warranty for Audit engagements.

EXCEPT AS EXPRESSLY STATED, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. GONCHAR DOES NOT WARRANT THAT AI SYSTEMS WILL BE ERROR-FREE, UNINTERRUPTED, OR PERFECTLY ACCURATE.

Termination

Either party may terminate an ongoing Care plan engagement with 30 days written notice. Termination does not relieve Client of obligation to pay for services delivered through the termination date. Implementation engagements may be terminated for cause (material breach not cured within 15 days of written notice) by either party. Upon termination, Gonchar will provide Client with all completed deliverables and reasonable transition assistance.

Independent Contractor

Gonchar is an independent contractor. Nothing in these Terms creates an employment relationship, partnership, joint venture, or agency between Gonchar and Client.

Dispute Resolution

The parties agree to attempt to resolve any dispute through good-faith negotiation before pursuing legal action. If a dispute cannot be resolved within 30 days of written notice, it shall be submitted to binding arbitration under the rules of the American Arbitration Association, conducted in King County, Washington.

Governing Law

These Terms are governed by the laws of the State of Washington, without regard to its conflict of law provisions. Any legal proceedings not subject to arbitration shall be brought exclusively in the state or federal courts located in King County, Washington.

Entire Agreement

These Terms, together with any applicable Statement of Work or engagement letter, constitute the entire agreement between the parties regarding the subject matter herein and supersede all prior negotiations, representations, or agreements. Any modifications must be in writing signed by both parties.

Contact

Questions about these Terms:

Gonchar Consulting LLC
igor@goncharconsulting.com