Terms of Service for Appic Ltd

1. Service Provider

2. Description of Services

Appic Ltd provides professional consulting and software development services including:

• AI Consultancy: Strategic guidance on artificial intelligence implementation, including large language models and machine learning solutions
• Software Development: Custom software application design, development, and deployment
• Data Science Services: Data analysis, modeling, and analytics solutions
• System Architecture: Enterprise software architecture design and implementation
• Digital Transformation: Business process optimization through technology integration
• Technical Consulting: Expert advisory services on technology strategy and implementation

3. Client Engagement and Scope of Work

3.1 Engagement Process

• Services are provided under individual statements of work, proposals, or contracts that specify scope, deliverables, timelines, and fees
• Each engagement will be documented in writing before commencement
• Changes to scope require mutual written agreement

3.2 Client Responsibilities

• Provide timely access to information, systems, and personnel necessary for project completion
• Designate appropriate stakeholders for project communication and decision-making
• Review and approve deliverables within agreed timeframes
• Ensure compliance with applicable laws and regulations in your jurisdiction

3.3 Our Responsibilities

• Provide services with professional skill and care
• Meet agreed-upon milestones and deliverables as specified in the statement of work
• Communicate regularly regarding project progress and any issues
• Maintain confidentiality of client information

4. Intellectual Property Rights

4.1 Client-Owned IP

• You retain all rights to intellectual property you provide to us (data, content, existing systems)
• You grant us a license to use your materials solely for providing the contracted services

4.2 Work Product Ownership

• Unless otherwise specified in writing, deliverables created specifically for your project ("Work Product") transfer to you upon full payment
• Transfer of ownership includes source code, documentation, and project-specific assets
• We retain rights to general methodologies, processes, and know-how developed during the engagement

4.3 Pre-Existing and Third-Party IP

• We retain ownership of pre-existing frameworks, libraries, and tools we bring to projects
• You receive a license to use such components as integrated into your deliverables
• Third-party software and services are subject to their respective license terms

4.4 Portfolio and Marketing Rights

• We may reference our work relationship in general terms for marketing purposes
• Detailed case studies or specific project information require your written consent
• You may request confidentiality regarding the engagement

5. Fees and Payment Terms

5.1 Pricing and Invoicing

• Fees are specified in individual statements of work or proposals
• Invoices are issued according to the agreed schedule (milestone-based, monthly, or upon completion)
• Payment is due within 30 days of invoice date unless otherwise specified

5.2 Expenses

• Reasonable out-of-pocket expenses directly related to the project may be billed separately
• Significant expenses will be pre-approved in writing

5.3 Late Payment

• Late payments may incur interest charges at the statutory rate
• We reserve the right to suspend services for accounts more than 30 days overdue

5.4 Scope Changes

• Changes to agreed scope may result in additional fees
• Change requests will be documented with revised estimates before implementation

6. Confidentiality

6.1 Mutual Obligations

• Both parties agree to maintain confidentiality of proprietary and sensitive information
• Confidential information includes business strategies, technical data, financial information, and any information marked as confidential
• Obligations extend beyond the termination of the engagement

6.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is publicly available through no fault of the receiving party
• Was lawfully obtained from a third party without confidentiality restrictions
• Must be disclosed by law or court order
• Was independently developed without reference to confidential information

6.3 Separate NDAs

For engagements requiring additional confidentiality protections, we can execute separate non-disclosure agreements.

7. Data Protection and Privacy

We process personal data in accordance with UK GDPR and Data Protection Act 2018. When we process personal data on your behalf:

• We act as a data processor and you act as the data controller
• We implement appropriate technical and organizational security measures
• We process data only as instructed and for the purposes of providing services
• A data processing agreement may be executed for engagements involving significant personal data processing

See our Privacy Policy for more information about how we handle data.

8. Warranties and Disclaimers

8.1 Our Warranties

We warrant that:

• Services will be performed with reasonable skill and care consistent with industry standards
• We have the right to provide the services and deliverables
• Deliverables will materially conform to specifications in the statement of work

8.2 Warranty Period and Remedy

• Material defects reported within 30 days of delivery will be corrected at no additional charge
• This remedy is your sole recourse for breach of warranty

8.3 Disclaimer

EXCEPT AS EXPRESSLY STATED ABOVE, WE PROVIDE SERVICES "AS IS" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• MERCHANTABILITY
• FITNESS FOR A PARTICULAR PURPOSE
• NON-INFRINGEMENT
• SPECIFIC BUSINESS OUTCOMES OR RESULTS

We do not warrant that our services will meet all of your requirements or that operation will be uninterrupted or error-free.

9. Limitation of Liability

9.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY ARISING FROM OR RELATED TO SERVICES PROVIDED SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU FOR THE SPECIFIC ENGAGEMENT GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9.2 Excluded Damages

IN NO EVENT SHALL WE BE LIABLE FOR:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• LOSS OF PROFITS, REVENUE, OR BUSINESS OPPORTUNITIES
• LOSS OF DATA OR COST OF SUBSTITUTE SERVICES
• BUSINESS INTERRUPTION

These limitations apply regardless of the legal theory upon which the claim is based and even if we have been advised of the possibility of such damages.

9.3 Exceptions

Nothing in these terms excludes or limits our liability for:

• Death or personal injury caused by negligence
• Fraud or fraudulent misrepresentation
• Any other liability that cannot be excluded or limited under applicable law

10. Indemnification

10.1 Your Indemnification

You agree to indemnify and hold us harmless from claims arising from:

• Your use of deliverables in a manner not authorized by the engagement terms
• Content, data, or materials you provide that infringe third-party rights
• Your violation of applicable laws or regulations
• Your breach of these terms

10.2 Our Indemnification

We will indemnify you from claims that deliverables we create infringe third-party intellectual property rights, provided:

• You promptly notify us of the claim
• We have sole control of the defense and settlement
• You provide reasonable cooperation in the defense

11. Term and Termination

11.1 Engagement Duration

• Each engagement continues until completion of deliverables or as specified in the statement of work
• Ongoing support or retainer engagements continue until terminated by either party

11.2 Termination for Convenience

• Either party may terminate an engagement with 30 days' written notice
• Upon termination, you pay for work completed and expenses incurred through the termination date
• We will deliver work product completed through termination upon receipt of payment

11.3 Termination for Cause

• Either party may terminate immediately if the other party materially breaches these terms and fails to cure within 15 days of written notice
• We may terminate immediately if payment is more than 60 days overdue

11.4 Survival

Sections regarding confidentiality, intellectual property, payment obligations, warranties, liability limitations, and governing law survive termination.

12. General Provisions

12.1 Independent Contractors

We are independent contractors. Nothing in these terms creates an employment, partnership, or joint venture relationship.

12.2 Assignment

You may not assign or transfer your rights or obligations without our prior written consent. We may assign our rights to an affiliate or in connection with a merger or acquisition.

12.3 Subcontracting

We may engage subcontractors to assist in providing services while remaining responsible for their performance.

12.4 Force Majeure

Neither party is liable for delays or failures due to circumstances beyond reasonable control, including natural disasters, war, terrorism, labor disputes, or government actions.

12.5 Amendments

We may update these terms from time to time. Material changes will be communicated to active clients. Continued engagement after changes constitutes acceptance.

12.6 Severability

If any provision is found unenforceable, the remaining provisions continue in full force and effect.

12.7 Entire Agreement

These terms, together with any statement of work or engagement letter, constitute the entire agreement between the parties regarding services.

13. Governing Law and Dispute Resolution

13.1 Governing Law

These Terms are governed by the laws of England and Wales, without regard to conflict of law principles.

13.2 Jurisdiction

Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.

13.3 Dispute Resolution

Before initiating legal proceedings, both parties agree to attempt to resolve disputes through good-faith negotiation. You may contact us at hello@appicltd.com to discuss any concerns.

14. Contact Information

For questions about these Terms of Service or to discuss an engagement: