Governing Law & Liability: This engagement is governed by the laws of the applicable jurisdiction agreed in the Master Services Agreement. Norfolk AI's total liability is capped at three months' fees. Cirion's data is processed in accordance with applicable data protection regulations (LGPD, GDPR-equivalent). Full terms available in the MSA on request.
AI Intellectual Property: All AI agent intellectual property developed under this engagement — including but not limited to agent prompting, system prompts, context architectures, agent programming, API integrations, voice configurations, conversation workflows, orchestration logic, knowledge base structures, guardrail libraries, and the agents and sub-agents themselves — remains the exclusive property of Norfolk AI. Cirion receives a fully managed service and a perpetual, non-exclusive licence to use the agent outputs and CRM-written data. No source code, model weights, prompt templates, or system architectures are transferred to Cirion under this agreement.
Currency: All amounts, pricing, and fees quoted in this proposal are denominated in United States Dollars (USD). Invoicing and payment are conducted in USD unless otherwise agreed in writing in the Master Services Agreement.
Service Delivery: All services under this engagement are delivered remotely from Norfolk AI's operating locations (Austin, TX / São Paulo, BR). Norfolk AI's delivery obligation is fulfilled upon electronic transmission of the managed service. Risk of service interruption due to network conditions, third-party infrastructure, or force majeure events beyond Norfolk AI's points of presence is governed by the service schedule in the Master Services Agreement. Service commitments and remedies are set forth therein.
Confidentiality & Non-Disclosure: Both parties agree to treat all proprietary information exchanged during this engagement as strictly confidential. This includes, without limitation, business strategies, customer data, technical architectures, pricing structures, agent configurations, workflow designs, and any materials marked or reasonably understood to be confidential. Neither party shall disclose confidential information to third parties without prior written consent, except as required by law or regulation. Confidentiality obligations survive termination of the agreement for a period of three (3) years. Detailed non-disclosure terms are set forth in the mutual NDA executed alongside the Master Services Agreement.






























