Terms of Service

Each SOW states the scope, deliverables, team, timeline, and fees for an engagement. We deliver the work with reasonable skill and care, using senior people who have done similar work before, and we report progress against the metrics the SOW names.

• Assessments produce a written roadmap and a scoped pilot you own outright.
• Build engagements deliver working software into your environment, with evaluations, monitoring, and documentation.
• Embedded engagements provide a standing team on a monthly basis, with scope agreed at the start of each month.

Changes to scope are agreed in writing before work on them begins, together with any effect on fees or dates.

Engagements depend on timely access. You agree to provide the people, systems, data, and decisions the SOW identifies, to review deliverables within the review periods it sets, and to ensure you have the rights needed to give us access to any third-party data or systems.

You remain responsible for decisions taken on the basis of our advice, and for the operation of systems after handover unless the SOW says otherwise.

Fees are stated in the SOW. Fixed-fee work is invoiced on the schedule the SOW sets; monthly engagements are invoiced at the start of each month. Invoices are due within 14 days. Undisputed amounts unpaid after 30 days accrue interest at 1% per month or the maximum allowed by law, whichever is lower, and we may pause work until the account is current.

Fees exclude taxes, which are added where applicable. Reasonable pre-approved expenses are billed at cost.

On payment, you own the deliverables: the code, prompts, evaluation sets, documentation, and roadmaps we produce for you under the SOW. They ship into your repositories and accounts.

We keep ownership of our pre-existing tools, templates, and know-how, and of general techniques we develop that are not specific to your confidential information. Where any of these are embedded in a deliverable, you receive a perpetual, royalty-free licence to use them as part of that deliverable.

Third-party components, including open-source software and model-provider services, stay under their own licences, which we identify in the deliverable's documentation.

Each party keeps the other's confidential information secret, uses it only for the engagement, and shares it only with people who need it and are bound by equivalent obligations. This survives for five years after the engagement ends, and indefinitely for trade secrets.

We treat client data as described in our Privacy Policy: it stays in your environment, we never use it to train models, and access is removed when the engagement ends. We will sign a data processing agreement where you need one.

Systems built on machine-learning models are probabilistic. We design with evaluations, guardrails, and human review so that behaviour is measured and failures are caught, but no such system is guaranteed to be correct in every case. You agree to keep the human review steps the design specifies for decisions that affect people, money, or safety, and to tell us promptly if you observe harmful or unexpected behaviour.

You are responsible for complying with laws that apply to your use of AI systems in your industry and jurisdiction; we will flag requirements we are aware of and help you meet them.

We warrant that services will be performed with reasonable skill and care and that deliverables will materially conform to the SOW for 60 days after acceptance. Our sole obligation for a breach of this warranty is to fix the nonconformity or, if we cannot, refund the fees paid for the affected deliverable.

Except for breach of confidentiality, misuse of the other party's intellectual property, or liability that cannot be limited by law, neither party is liable for indirect, consequential, or lost-profit damages, and each party's total liability under an SOW is capped at the fees paid under that SOW in the 12 months before the claim.

Fixed-scope SOWs end on delivery. Monthly engagements continue until either party gives 30 days' written notice. Either party may terminate an SOW immediately if the other materially breaches it and does not cure the breach within 15 days of notice.

On termination you pay for work performed to the termination date and receive all deliverables completed or in progress, in whatever state they are in, together with handover notes.

Neither party may assign an SOW without the other's consent, except to a successor of its business. Notices go to the email addresses in the SOW. If any part of these terms is unenforceable the rest still applies. These terms and each SOW are the whole agreement between us on their subject.

These terms are governed by the laws of the jurisdiction named in the SOW, and disputes go first to good-faith discussion between senior representatives, then to the courts of that jurisdiction.

Questions about these terms go to averavaai@gmail.com.