1.Who this is between
PoolsiFi Technologies Inc. ("we", "us") and the business that keeps its intern on a retainer ("you"). We are the contracting party: you pay us, and we pay the intern. The intern works for you as our independent contractor under our Contractor Agreement, not as your employee or ours. The person who presses the button confirms they can agree on the business's behalf. We record the version accepted and when. The Business Agreement still covers the internship itself; this agreement covers what comes after it.
2.What a retainer is
2.1 A retainer is up to 30 hours a month of your intern's work for your business, after the internship is completed. We offer it when you complete the internship, and the offer stays open for 30 days.
2.2 The hours cover keeping what was built running (fixes, small changes, updates when a tool you use changes) and new automations that are scoped in writing first: you describe what you want, the intern replies with a scope note on your retainer page, and the work starts when you agree to it.
2.3 Hours do not roll over. Unused hours in a month are not carried to the next month or refunded. The intern logs the hours with a note of what was done, and you see the hours used, the balance and the log on your retainer page.
2.4 The retainer starts when both you and the intern have accepted and the first month is paid.
3.The monthly fee and billing
3.1 The fee is $750 a month, in US dollars, billed monthly in advance. The first month starts when the intern accepts; each later month starts the day after the one before ends.
3.2 You pay by card through Stripe, as a monthly subscription, when card payment is switched on; otherwise by invoice, by bank transfer, and we mark the month paid when it arrives.
3.3 If a month is not paid, we remind you. If it is still unpaid 7 days after the month started, the retainer pauses: the intern stops work and the intern's agent is switched off. Paying the month resumes it.
3.4 The fee may change for months that start after we publish a new version of this agreement and email you about it, never for a month already paid.
4.Cancelling
4.1 The retainer runs month to month. You can cancel at any time from your retainer page with 14 days' notice: it then ends at the end of the first month that ends at least 14 days after you cancel. Months already paid are not refunded.
4.2 If you cancel before the first month is paid, it ends at once and you owe nothing.
4.3 We may end a retainer with the same notice, or at once if a month stays unpaid, if the gateway's rules are broken, or if the work cannot be done safely.
5.Access only through the gateway
The intern's agent keeps working through the Action Gateway with the tokens and the stage it had when the internship ended, under the same rules as during the internship: the actions you ticked, your approvals, your allow-lists and limits, and Pause all. Nothing about going live changes. You give no passwords, keys or admin access to the intern. When the retainer is cancelled or ends, the agent's tokens are switched off.
6.What you own
Everything built for you on the retainer is yours, as under the Business Agreement: the code, prompts, configuration, documentation and the running agent. The intern assigns their rights in it to us under the Contractor Agreement, and we pass them to you. You may use, change and resell it. Open-source parts stay under their own licences.
7.Our bench and the replacement promise
7.1 We keep a bench of trained interns. Each retainer can have a backup intern from the bench who can read your retainer and its agent's activity, and who answers when something urgent comes up and your intern has not.
7.2 If your intern leaves, cannot continue, or the work is not going well, we replace them with another intern and email you when we do. The new intern accepts the Contractor Agreement before they start; you issue their agent a new token. Until a replacement is in place, a month in which nobody worked on your retainer is not charged.
8.Response expectations
8.1 You raise a request on your retainer page: urgent, a new automation, or a question. Every request goes to your intern at once. An urgent request that nobody has acknowledged within 4 hours also goes to the backup intern and to us, the next time our checks run.
8.2 We reply within one working day. That is a reply, not a fix: how long a fix takes depends on the problem, and we tell you what we know when we reply.
8.3 The retainer is not an emergency service. Keep a person in the loop for anything that affects money, customers or the law, and use Pause all on your Agents page if the agent does something wrong.
9.Working with the intern only through us
While the retainer runs and for 12 months after it ends, you do not engage the intern directly, outside this platform, for the kind of work the retainer covers, unless we agree in writing. If you want to hire the intern as your employee, tell us: the Business Agreement's rule that hiring is direct and free still applies, and the retainer then ends.
10.Confidentiality
The Mutual NDA you signed with the intern at matching continues for the retainer. A backup or replacement intern signs the same before they see anything beyond the retainer page. We keep your information confidential and use it only to run the retainer.
11.Limits of liability
The work is done with care but handed over as it is. Test changes before you rely on them. We are not responsible for losses that are not a direct result of something we did wrong, or for indirect or consequential losses. Our total liability to you, under this agreement and every other agreement with us taken together, is limited to 25% of the amounts you paid us in the 3 months before the claim. If you paid us nothing in that time, we have no liability to you. This limit does not reduce a month we have agreed to waive or a refund we owe you. Nothing here limits liability that cannot be limited by law.
12.Indemnities
You will protect the intern and PoolsiFi Technologies Inc. against claims, losses and reasonable legal costs, including claims by your customers, staff or anyone else, that arise from:
- the data, accounts and access you give the intern or the agent;
- instructions you give the intern or the agent, and what you approve it to send or do;
- how you use, change or rely on the system after it is handed over;
- your breach of this agreement, or of any law that applies to your business, such as privacy, email, calling and consumer laws.
This promise protects the intern as well as us, and the intern may rely on it. It does not cover what the intern did deliberately against your instructions or against their own agreement with us; that is covered by the intern's promise to you.
13.Disputes with the intern
Any dispute between you and the intern about the internship or retainer, the work, payments, confidentiality, ownership or these promises is resolved only this way:
- Tell us first. Write to AI Harness Labs setting out what happened and what you ask for. We send it to the intern.
- Settle with our help. Both sides have 30 days to settle it, with our help if wanted.
- A neutral arbitrator decides. If it is not settled, we appoint a neutral arbitrator who has no part in the dispute. They decide on both sides' written statements, and a call if they need one, within 30 days of receiving both. Their decision is final and binding, and both sides comply with it. The arbitration is held online, seated at New Delhi, India, and conducted in English.
You agree not to take the intern to court or to any other arbitration, and not to bring or join a group or class claim against them, except to enforce the arbitrator's decision or to ask a court to stop a breach of confidentiality at once.
A claim must be raised with us within 30 days of when you learned of the events it is about. Each side pays its own costs, but a side whose claim or defence the arbitrator finds groundless, or brought to harass, pays the other side's reasonable costs.
14.Governing law and disputes with us
This agreement is governed by the laws of the Province of Ontario and the federal laws of Canada that apply there.
Any dispute between you and AI Harness Labs is resolved only this way:
- Tell us in writing within 30 days of when you learned of what it is about, saying what happened and what you ask for.
- Settle in good faith. We both have 30 days to settle it.
- Online arbitration. If it is not settled, it goes to arbitration under the Arbitration Act, 1991 (Ontario), before a sole arbitrator appointed by the ADR Institute of Canada. The arbitration is held online, on written statements and documents unless the arbitrator decides a video hearing is needed, seated at Toronto, Ontario and conducted in English. The decision is final and binding.
Neither side takes the other to court, except to enforce the arbitrator's decision or to ask a court to stop a breach of confidentiality at once. Claims are brought only individually, never as part of a group or class claim. Each side pays its own costs, but a side whose claim or defence the arbitrator finds groundless, or brought to harass, pays the other side's reasonable costs. The limits of liability in this agreement apply to any award.
Disputes between you and the intern are resolved only as the clause above on disputes with the intern says.
15.Changes and contact
If we change this agreement we publish a new version here with a new date and email you if it affects you. The version you accepted stays on record against your retainer. Questions: write to hello@aiharnesslabs.com.