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Terms of Service

Last updated: January 2025

Template notice: this document is a structural starting point and has not been reviewed by a lawyer. Have counsel adapt it to your jurisdiction and actual data practices before relying on it.

01Agreement

These terms govern your use of this website and any proposal, statement of work, or master services agreement you enter into with GROVECTOR. By using the site or engaging us, you accept them.

Where a signed engagement document conflicts with these terms, the signed document takes precedence for that engagement.

02Services

We provide AI engineering services including custom development, automation, machine learning engineering, data engineering, integration, and advisory work. The specific scope, deliverables, milestones, and assumptions for your project are defined in a written statement of work.

Changes to agreed scope are handled through a written change order that records the impact on timeline and fee. We do not guarantee any particular business outcome, model accuracy figure, or performance metric unless it is explicitly stated as an acceptance criterion in the statement of work.

03Payment

Fees, currency, and the invoicing schedule are set out in the statement of work. Unless agreed otherwise, engagements are fixed-price with payments tied to milestones, and invoices are payable within 14 days of issue.

Third party costs incurred on your behalf — model inference, cloud infrastructure, third party licences — are either billed at cost or paid directly by you on your own accounts, as specified in the engagement. Late payment may result in work being paused after written notice.

04Intellectual Property

On full payment, you own the deliverables created specifically for you: application code, trained model weights, configuration, and documentation produced under the statement of work.

We retain ownership of our pre-existing materials — internal tooling, libraries, frameworks, and general know-how — and grant you a perpetual, non-exclusive licence to use them to the extent they are embedded in your deliverables. Nothing prevents us from reusing general skills and non-confidential techniques on other engagements.

05Confidentiality

Each party will protect the other's confidential information, use it only for the engagement, and disclose it only to people who need it and are under equivalent obligations.

This does not apply to information that is public through no fault of the receiving party, independently developed without reference to the disclosing party's information, or required to be disclosed by law — in which case reasonable advance notice will be given where legally permitted.

06Limitation of Liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, data, or anticipated savings.

Our total aggregate liability arising out of or relating to an engagement is limited to the fees paid by you for that engagement in the twelve months preceding the claim. Nothing in these terms limits liability that cannot lawfully be limited, including for fraud, wilful misconduct, or death or personal injury caused by negligence.

AI systems are probabilistic and can produce incorrect output. You are responsible for human review and appropriate controls in any decision that carries legal, financial, safety, or health consequences.

07Termination

Either party may terminate an engagement for convenience with 30 days' written notice, or immediately for material breach that remains uncured 14 days after written notice.

On termination you pay for work performed and non-cancellable commitments incurred up to the effective date. We will hand over completed deliverables, documentation, and credentials for work you have paid for. Confidentiality, intellectual property, and liability provisions survive termination.

08Governing Law

These terms are governed by the law of the jurisdiction stated in your signed engagement document, and the courts of that jurisdiction have exclusive jurisdiction over any dispute.

Before starting formal proceedings, the parties agree to attempt to resolve any dispute in good faith through discussion between senior representatives.

Questions about this document? Contact hello@grovector.com.

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