Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") form a legally binding agreement between you and IACGENIUS OÜ, a company registered in the Republic of Estonia (Registration No. 16533342, VAT ID EE102574120) ("Company," "we," "us," or "our").

By accessing or using our website at https://iacgenius.com (the "Service"), you agree to these Terms. If you do not agree, do not use the Service.

Business Use Only

Our services are offered exclusively to business and professional clients (B2B). By purchasing or using the Service, you confirm that you act in a business or professional capacity and not as a consumer under EU law. The EU 14-day consumer withdrawal right does not apply.

2. Services Provided

IaC Genius provides Infrastructure-as-Code (IaC) development and related consulting services, including:

• Custom cloud infrastructure code for AWS, Azure and Google Cloud Platform
• Architecture documentation and deployment guides
• Security validation and compliance mapping
• Fixed-cost one-time projects (Starter and Professional tiers)
• Partnership Plan subscription with ongoing monthly requests

All services are delivered remotely on a fixed-cost basis and intended for professional use only.

3. Pricing and Payment

3.1 Provisional Payment Model (One-Time Projects)

For Starter (€299) and Professional (€599) tier projects, we use a provisional payment model:

• Payment at Submission: Full payment is collected when you submit your infrastructure requirements.
• Expert Review: Our team reviews your requirements and generates a detailed Statement of Work (SOW) within 48 hours.
• Scope Negotiation: You review the SOW and may request reasonable scope adjustments. We work together to reach agreement.
• Full Refund Guarantee: You may request a full refund at any time before signing the SOW (see Section 6 for details).
• Commitment on Signature: Once you sign the SOW, the payment is confirmed and work begins. Refunds are no longer available after signature.

This model ensures priority review of your requirements while giving you flexibility to evaluate the proposed scope before final commitment.

• Prices listed in Euros (EUR).
• Pricing determined by AI-assisted complexity scoring.
• 30-day bug-fix warranty included after delivery.

3.2 Partnership Plan Subscription

• Billed monthly at €499 per month.
• Includes up to 3 infrastructure requests per month, each representing one clearly defined cloud service component (e.g., RDS instance, VPC, S3 bucket or ECS service).
• Unused requests roll over for up to 2 months (maximum 6 banked requests).
• Additional request credits available at €149 each.
• Month-to-month (no minimum term).
• You may cancel your subscription at any time through your account portal or by emailing support@iacgenius.com. Cancellation takes effect at the end of your current billing period.
• Subscription auto-renews unless cancelled before next billing cycle.

Partnership Plan Trial Period

We offer a 14-day trial period for the Partnership Plan to help you evaluate our services:

• Self-Service Trials: Require a €1 provisional payment to activate. This payment validates your payment method and reserves your trial slot.
• Admin-Initiated Trials: May be offered by our team without upfront payment at our discretion.
• Full Access: During the trial period, you receive full access to all Partnership Plan features, including up to 3 infrastructure requests.
• Trial Duration: The trial lasts 14 days from activation. Trial extensions of up to 14 additional days may be granted by our team on a case-by-case basis.
• Automatic Conversion: At the end of your trial, your subscription automatically converts to a paid €499/month subscription unless you cancel before the trial ends.
• Cancellation: You may cancel at any time during the trial period to avoid being charged the monthly subscription fee.
• €1 Trial Fee: The €1 provisional payment is non-refundable but will be credited toward your first monthly subscription payment if you continue after the trial.
• Trial Data Retention: If you do not convert your trial to a paid subscription, your project data will be automatically deleted 30 days after your trial ends. We retain only billing records as required by Estonian law (7 years). You will receive email notification before any data deletion occurs.

Important: By starting a trial, you authorize us to charge your payment method €499 at the end of the trial period unless you cancel before the trial ends.

Scope and Fair Use

• Each request must fit within a standard cloud infrastructure component and comply with our Fair Use Policy.
• We may re-scope, defer or decline requests that are unreasonably large, repetitive or outside scope (e.g., multi-service architectures, application migrations or non-infrastructure tasks).
• Requests that exceed scope may receive a separate fixed-cost quote before work begins.

Service Limitation Rights

To maintain quality and fairness, we may pause or refuse service to clients who repeatedly:

• submit excessive or overlapping requests,
• misuse the service as on-demand consulting, or
• fail to respond to queries in reasonable time.

Persistent misuse may result in termination without refund for the current billing cycle.

3.3 Payment Terms

• Payments processed securely via Stripe.
• All prices are displayed in Euros (EUR) and exclude VAT unless otherwise stated.
• Applicable taxes are calculated automatically at checkout based on your billing address.
• Failed payments may suspend service.

3.4 VAT and Tax Information

Services are provided by IACGENIUS OÜ, a company registered in Estonia (EU). VAT Registration Number: EE102574120.

• Estonian customers: 24% VAT applies to all purchases.
• EU B2B customers with valid VAT ID: Reverse-charge mechanism applies (0% VAT). Your VAT ID will be validated via VIES (VAT Information Exchange System) at checkout.
• EU customers without valid VAT ID: 24% Estonian VAT applies.
• Non-EU customers: No VAT charged (out of EU VAT scope).
• Tax amounts are shown at checkout before payment confirmation.
• VAT invoices are provided automatically via email after successful payment.

4. Service Delivery

4.1 Turnaround Times

• One-time projects: 48 hours after scope confirmation for eligible modules.
• Partnership requests: 48 hours to 10 business days depending on complexity.
• Delivery times are estimates, not guarantees.
• Client delays extend timelines.

4.2 Request Queue

• One active request per client at a time.
• Additional requests queued by submission order.
• Scope changes create a new queue position.
• Client must respond within 48 hours to avoid pause.

4.3 Deliverables

Delivered via private GitHub repository or secure transfer:

• IaC source files (Terraform, CloudFormation or equivalent)
• Architecture diagram and documentation
• Deployment guide and instructions
• Security review notes and cost estimates

4.4 Platform and Tool Limitations

Our deliverables are based exclusively on publicly supported functionality of the relevant cloud provider and Infrastructure-as-Code (IaC) tooling (such as Terraform or OpenTofu).

• We do not develop, modify or maintain custom Terraform providers, SDK extensions, or third-party plug-ins. If a specific setting or feature requested by the client is not yet supported by the public API or by the official Terraform/OpenTofu provider, it will be excluded from the scope of work unless separately agreed in writing.
• Integration with external configuration-management or provisioning systems (for example, Chef, Puppet, Ansible, or similar tools) is outside the standard scope of service. The client is solely responsible for deploying, configuring and maintaining such tools within their environment.
• We are not responsible for limitations, bugs, or deprecated features in public Terraform providers, OpenTofu modules, or cloud-provider APIs. Any issues arising from such third-party limitations must be addressed directly with the respective provider or community.

5. Warranties and Revisions

• 30-day bug-fix warranty for code defects.
• One free revision (Professional tier and above).
• Extra revisions €189 each for in-scope changes.
• Out-of-scope changes require new quote.
• Warranty covers code defects only, not infrastructure costs or third-party outages.

6. Refund Policy

6.1 Provisional Payment Refunds (One-Time Projects)

When you pay for a Starter or Professional tier project, your payment is a provisional payment. You are entitled to a full refund under the following conditions:

• Before SOW Signing: You may request a full refund at any time before you sign the Statement of Work.
• Scope Disagreement: If we cannot reach mutual agreement on project scope, you may request a full refund.
• Company-Initiated Refund: If we determine the project requirements exceed our service scope, we will proactively initiate a refund.

6.2 Refund Process

• Request refunds through your project dashboard or by contacting support@iacgenius.com.
• Refunds are processed to the original payment method within 14 business days.
• You will receive email confirmation when the refund is initiated and completed.

6.3 When Refunds Do Not Apply

Refunds are not available once you sign the Statement of Work. After signature:

• The provisional payment becomes a confirmed service fee.
• Work begins immediately and is non-refundable.
• The "Request Refund" option will be replaced with "Refund Not Available" in your dashboard.

Additionally, refunds are not available if:

• 15-Day Non-Response: If you do not respond to our SOW or communications within 15 days during the negotiation period, the payment may be retained. We will send reminder emails before this period expires.
• After Delivery: Once deliverables have been provided, refunds are not available regardless of SOW timing.

6.4 Partnership Plan Refunds

• Monthly subscription fees are non-refundable after billing.
• Unused requests have no cash value and expire per rollover rules.
• Additional request purchases (€149 each) are separate, deliberate purchases and are non-refundable once purchased.
• See Section 12 for cancellation terms.

Trial Period Refunds

• €1 Provisional Payment: The €1 self-service trial fee is non-refundable. However, if you convert to a paid subscription, the €1 will be credited toward your first monthly payment.
• Admin-Initiated Trials: No charges are incurred during an admin-initiated trial period. No refund is applicable as no payment is required.
• Trial Cancellation: If you cancel before the trial ends, you will not be charged the monthly subscription fee. The €1 provisional payment remains non-refundable.
• After Trial Conversion: Once your trial converts to a paid subscription and the €499 monthly fee is charged, standard Partnership Plan refund policies apply (monthly fees are non-refundable).
• Trial Extensions: If your trial is extended by our team, the same refund terms apply. Cancellation must occur before the extended trial period ends to avoid charges.

6.5 EU Consumer Notice

Our services are for business clients only. The EU Consumer Rights Directive (2011/83/EU) 14-day withdrawal right does not apply. By purchasing, you confirm you are acting in a business capacity.

7. Intellectual Property

7.1 Transfer to Client

Upon full payment, you receive complete ownership of custom deliverables created for you:

• IaC source files and configurations
• Architecture documentation and diagrams
• Custom scripts and automation code
• All derivative works from the project

Transfer is irrevocable and includes rights to use, modify and commercially exploit the deliverables.

7.2 Our Reserved Rights

• We retain ownership of our general methods, frameworks and internal tools.
• We may reuse non-confidential architectural patterns and best practices.
• Client-specific code and deliverables belong exclusively to you after payment.

7.3 Third-Party Components

Deliverables may include open-source or third-party software subject to their respective licenses. We review components for compatibility with commercial use. However, you are responsible for obtaining and maintaining any required commercial licenses, subscriptions or service agreements for third-party products (e.g., Terraform Cloud, AWS services, proprietary SDKs). We are not liable for license violations or additional costs arising from your use of third-party software beyond our deliverables.

8. Client Responsibilities

You agree to:

• Provide complete and accurate requirements.
• Provide temporary access credentials (sandbox for Partnership Plan).
• Respond to questions within 48 hours.
• Review and approve deliverables within 7 days.
• Maintain and operate your own cloud infrastructure and accounts.
• Ensure you have authority to grant necessary access.

9. Use of AI Systems and Generated Code

We use Azure OpenAI Service and other large-language-model (LLM) systems ("AI systems") to assist in generating Infrastructure-as-Code deliverables. All outputs are manually validated and reviewed by our specialists.

By using our Service, you acknowledge and agree that:

• Code is AI-assisted and reviewed for accuracy and security, but no AI system is error-free.
• We provide AI-assisted services as a business provider under EU law and are not a "high-risk AI provider" under the EU AI Act (Regulation (EU) 2024/1689).
• You remain responsible for testing, deployment and monitoring in your environment.
• You must ensure your use of AI-generated outputs complies with data-protection and fundamental-rights laws.
• We may decline projects intended for high-risk AI use (safety-critical or decision-making systems).
• If you modify deliverables or integrate them into high-risk applications, you may assume regulatory obligations as a "deployer" or "provider."
• We maintain records of generation and review processes for traceability but do not guarantee AI model certification.

10. Limitation of Liability

To the maximum extent permitted by applicable law, including EU and Estonian law:

• We are not liable for cloud usage fees or third-party failures.
• We are not liable for data loss, security breaches or post-delivery issues.
• We exclude liability for indirect or consequential loss (including profit loss or downtime).
• You are responsible for backups and security of your environment.

10.1 Liability Caps

Our total aggregate liability for any claims arising from the Service is limited as follows:

• One-Time Projects (Starter/Professional): Limited to the total fees paid for that specific project.
• Partnership Plan Subscription: Limited to the fees paid during the three (3) months immediately preceding the event giving rise to the claim, regardless of the total duration of the subscription.
• Additional Request Credits: Limited to the fee paid for the specific credit in question.

10.2 Exclusions from Limitation

Nothing in these Terms excludes or limits our liability for:

• Fraud or fraudulent misrepresentation
• Gross negligence or wilful misconduct
• Any liability that cannot be excluded or limited under applicable EU or Estonian law
• Death or personal injury caused by our negligence

11. Data Protection and Privacy

We comply with the EU General Data Protection Regulation (GDPR) and Estonian data-protection law. See our Privacy Policy for details on data collection, use and security.

Third-Party Services

We use trusted third-party platforms for hosting (Vercel and Microsoft Azure), authentication (Clerk), payment processing (Stripe) and email delivery (Resend). Each acts as a data subprocessor under contract with us and is subject to GDPR-compliant safeguards (including Standard Contractual Clauses for cross-border transfers). Full details are available in our Privacy Policy.

12. Termination

12.1 By You

One-Time Projects (Provisional Payment):

• You may cancel and receive a full refund at any time before signing the SOW.
• Request cancellation via your dashboard or by emailing support@iacgenius.com.
• After signing the SOW, cancellation is not available as work begins immediately.

Partnership Plan Trial:

• You may cancel your trial at any time before the trial period ends.
• Cancellation during trial prevents the automatic conversion to paid subscription.
• The €1 provisional payment (for self-service trials) is non-refundable upon cancellation.
• Cancel via your account dashboard or by emailing support@iacgenius.com.

Partnership Plan (Active Subscription):

• You may cancel your subscription at any time through your account portal or by emailing support@iacgenius.com.
• Cancellation takes effect at the end of your current billing period.
• No refund for partial months or unused requests.

12.2 By Us

We may terminate immediately for:

• Non-payment or fraudulent activity
• Violation of these Terms
• Abusive, illegal or exploitative use

Upon termination, repository access may be revoked and data deleted after a reasonable retention period.

13. Governing Law and Dispute Resolution

These Terms are governed by the laws of the Republic of Estonia and applicable EU law. Disputes shall first be resolved through good-faith negotiation, then mediation in Tallinn. If unresolved, the courts of Tallinn, Estonia have exclusive jurisdiction. Mandatory EU consumer rights do not apply to business clients.

14. Changes to Terms

We may update these Terms at any time. Updates take effect:

• Immediately for new clients.
• 30 days after notice for existing subscriptions.
• Upon next purchase for one-time projects.

Continued use after changes implies acceptance.

15. Contact Information

16. Confidentiality

16.1 Standard Confidentiality

We treat all client information—including requirements, architecture designs, business logic, and infrastructure details—as confidential under the EU Trade Secrets Directive (2016/943). We will not share, disclose, or use your proprietary information for any purpose other than delivering the contracted services.

16.2 Non-Disclosure Agreements (Partnership Plan)

Partnership Plan subscribers may request a mutual Non-Disclosure Agreement (NDA) at no additional cost. To arrange NDA signing:

• Contact support@iacgenius.com before submitting your first request
• We will provide our standard mutual NDA within 2 business days
• We also accept reasonable client-provided NDAs for review

16.3 Confidentiality Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no fault of ours
• Was lawfully known to us prior to disclosure
• Is independently developed without use of your confidential information
• Is lawfully received from a third party without restriction
• Must be disclosed by law, regulation, or court order (with prior notice to you where legally permitted)

16.4 GDPR Rights Preserved

Nothing in this section limits your rights under the General Data Protection Regulation (GDPR) regarding personal data, or affects our obligations under our Privacy Policy.

16.5 Duration

Confidentiality obligations survive termination of services for three (3) years, except for trade secrets which remain protected for as long as they qualify as such under applicable law.

17. Severability

If any provision is invalid or unenforceable, it shall be limited to the minimum extent necessary, and the remaining provisions remain in full force and effect.