Terms & Conditions

TAISK Labs is committed to developing extraordinary agentic solutions for businesses cost effectively.  

As part of this, we offer terms and conditions that are standard for all of our customers.

1. Definitions
1.1 "Services": Custom agentic AI solutions development in accordance with mutually agreed specifications.
1.2 "Deliverables": The tangible outcomes of the Services, including reports, models, and documentation.
1.3 "Digital IP": Includes all software code and technological solutions.
1.4 "Confidential Information": Non-public information disclosed by either party in relation to this Contract.

2. Scope of Work
2.1 The Developer agrees to perform the Services and provide the Deliverables as detailed in the Statement of Work, see Appendix 1.
2.2 Upon reaching defined milestones, the Client shall review and provide acceptance or request revisions within ten (10) business days.
2.3 The Developer shall provide ongoing hosting and maintenance services for a monthly fee of £XX post-completion.
2.4 The Developer shall assist the Client in generating their own API keys for any third party applications.

3. Intellectual Property Rights
3.1 All Client-supplied IP remains the exclusive property of the Client.
3.2 Any IP developed specifically for the Client, excluding Digital IP, shall belong to the Client.
3.3 The Developer grants the Client an irrevocable, perpetual, and non-exclusive license for Digital IP, including the right to use and modify, subject to any sublicensing restrictions.

4. Payment Terms
4.1 Project Duration and Cost:
The estimated duration of the project is [development period[ for building the software and an additional [testing period] weeks for testing.
The total cost for this work is £X,XXX plus Value Added Tax (VAT).
4.2 Payment Schedule:
The Client shall pay the Developer as follows:
50% of the total cost (£X,XXX plus VAT) upon commencement of the project.
50% of the total cost (£X,XXX plus VAT) upon completion of the project and acceptance of the Deliverables.
Payments are due within ten (10) business days of the invoice date.
Any overdue invoices shall bear interest from the invoice date until paid at a rate of 2% per month or the maximum rate permitted by applicable law, whichever is less.

5. Warranties and Indemnities
5.1 The Developer warrants that the software will not infringe any third-party IP rights and will meet specified performance, stability, and security standards.
5.2 The Developer indemnifies the Client against any claims arising from IP infringement or other breaches of warranties.

6. Confidentiality
6.1 Both parties shall treat all Confidential Information as confidential and use it solely for the purposes of this Contract.
6.2 This obligation continues beyond the termination of this Contract.

7. Term and Termination
7.1 This Contract commences on the Effective Date [(“DATE”)] and remains until the completion and acceptance of Services.
7.2 Either party may terminate the Contract on 30 days' written notice or immediately for cause (e.g., non-payment or breach of terms).
7.3 Upon termination, the Developer will deliver all completed and in-progress Deliverables up to the termination date.
7.4 The Client shall remove the software from their systems, return any materials to the Developer, and formally attest to having done so upon termination.

7.5 Limitation of Liability for Third-Party Applications
7.5.1 The Developer shall not be liable for any damages, losses, or expenses arising from changes or updates to third-party applications that are integrated into or used in conjunction with the software developed under this Contract.
7.5.2 The Client acknowledges that the Developer has no control over the development, maintenance, or updates of third-party applications and that any issues arising from such changes are beyond the Developer's reasonable control.
7.5.3 In the event that changes to third-party applications cause any disruption, malfunction, or other negative impact on the software, the Developer's liability shall be limited to the extent permitted by law. The Developer shall use reasonable efforts to mitigate the impact of such changes but shall not be obligated to undertake any additional work or incur any additional costs without the Client's prior written agreement.
7.5.4 The Client agrees to hold harmless and indemnify the Developer against any claims, damages, losses, or expenses arising from the use of third-party applications, except to the extent that such claims are directly caused by the Developer's gross negligence or willful misconduct.

8. Change Management
8.1 Any changes to the scope, cost, or timeline must be agreed in writing through a Change Order signed by both parties.

9. Force Majeure
9.1 Neither party will be liable for delays or failures to fulfill obligations due to events beyond control, such as natural disasters or acts of government.

10. Dispute Resolution
10.1 Disputes shall first be resolved through mediation in accordance with the UK Mediation Rules. Should mediation fail, parties may then proceed to arbitration under the Arbitration Act 1996.

11. Data Protection and Compliance
11.1 Both parties shall comply with applicable data protection laws, including the UK GDPR, ensuring protection and lawful usage of personal data.

12. Implementation Plan
12.1 The Developer shall provide an implementation plan, see Appendix 2, outlining the timetable for each stage of the project. This plan will be reviewed and agreed upon by the Client.

13. Maintenance and Updates
13.1 The Developer shall provide ongoing maintenance and updates as necessary. The process for updates and upgrades will be outlined, including who will apply these updates and whether they will be forced.

14. Training and Ancillary Services
14.1 If training or consultancy services are provided, the scope, costs, and terms of these services will be clearly defined.

15. Governing Law
15.1 This Contract shall be governed by and construed in accordance with the laws of England and Wales.

16. Entire Agreement
16.1 This Contract contains the entire understanding between the parties and supersedes all prior agreements, written or oral.
 

When we prepare a quote for customers we will include in the appendices all of the supporting information that they need to make a decision. Such as wireframes, statement of work (SOW), timeline and schemas.