Terms of Business

1. Definitions and Interpretation

1.1 In these Terms and Conditions, the following definitions apply:

• "Company" refers to AI Elevation Ltd, a company registered in England and Wales (Company No: 16067404).
• "Client" refers to the person, firm, or company engaging the Company for Services.
• "Services" refers to AI consulting, workflow automation, training, or other professional services provided by the Company.
• "Deliverables" refers to any specific software configurations, documents, or reports produced as part of the Services.

2. Basis of Contract

2.1 These Terms constitute the entire agreement between the parties. The Client acknowledges that they have not relied on any statement, promise, representation, assurance, or warranty made or given by or on behalf of the Company which is not set out in these Terms.

2.2 Any samples, drawings, descriptive matter, or advertising issued by the Company are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

3. Supply of Services

3.1 The Company shall supply the Services to the Client in accordance with the specific proposal or statement of work in all material respects.

3.2 The Company shall use reasonable endeavours to meet any performance dates specified; however, any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.3 AI Disclaimer: The Client acknowledges that Artificial Intelligence technologies are probabilistic in nature. The Company warrants that it will use professional care in designing prompts and workflows; however, the Company does not guarantee that AI-generated outputs will be 100% accurate, error-free, or suitable for legal or medical reliance without human review.

4. Client Obligations

4.1 The Client shall:

• Ensure that the terms of the Order and any information it provides in the Specification are complete and accurate.
• Co-operate with the Company in all matters relating to the Services.
• Provide the Company with such information and materials as the Company may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects.
• Obtain and maintain all necessary licences, permissions, and consents which may be required before the date on which the Services are to start.

5. Charges and Payment

5.1 The Charges for the Services shall be on a time and materials basis or a fixed project fee as detailed in the Proposal.

5.2 The Company shall invoice the Client on completion of the works or according to the milestone schedule agreed in the Proposal.

5.3 The Client shall pay each invoice submitted by the Company within 14 days of the date of the invoice. Time for payment shall be of the essence of the Contract.

5.4 All amounts payable by the Client under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT).

6. Intellectual Property Rights

6.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Company.

6.2 The Client acknowledges that, in respect of any third-party Intellectual Property Rights (such as OpenAI, Microsoft, or Google platforms), the Client's use of any such Intellectual Property Rights is conditional on the Company obtaining a written licence from the relevant licensor on such terms as will entitle the Company to license such rights to the Client.

6.3 Upon full payment, the Company grants the Client a perpetual, royalty-free licence to use the specific workflows, prompts, and configurations created specifically for the Client for their internal business purposes.

7. Limitation of Liability

7.1 Nothing in these Terms shall limit or exclude the Company's liability for:

• Death or personal injury caused by its negligence.
• Fraud or fraudulent misrepresentation.

7.2 Subject to clause 7.1, the Company shall under no circumstances whatever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract.

8. Termination

8.1 Without limiting its other rights or remedies, either party may terminate the Contract by giving the other party not less than 30 days' written notice.

8.2 The Company may suspend provision of the Services under the Contract or any other contract between the Client and the Company if the Client becomes subject to any of the events listed in clause 8.1, or the Company reasonably believes that the Client is about to become subject to any of them, or if the Client fails to pay any amount due under this Contract on the due date for payment.

9. Governing Law

This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of England and Wales.