Terms and Conditions

Definitions & Interpretation

In these Terms and Conditions, the following definitions apply:

• "The AI Leap", "we", "us", "our" — The AI Leap.
• "Client", "you", "your" — The individual, company, or organisation that engages The AI Leap for services or accesses our website.
• "Services" — AI development, automation, consultancy, and related services provided by The AI Leap as described in any Statement of Work or engagement letter.
• "Deliverables" — Any software, documentation, reports, models, or other outputs produced by The AI Leap as part of the Services.
• "Statement of Work (SOW)" — A written document agreed between both parties that describes the scope, timeline, and fees for a specific engagement.
• "Confidential Information" — Any non-public information disclosed by either party in connection with the Services.

Services & Engagement

The AI Leap provides AI development, automation, strategy consulting, and related professional services. The specific scope of each engagement will be set out in a Statement of Work or project proposal agreed in writing between both parties prior to commencement.

We reserve the right to:

• Decline to engage or continue any project at our reasonable discretion
• Subcontract elements of the Services to qualified third parties, whilst remaining responsible for delivery quality
• Adjust timelines where delays are caused by the Client's failure to provide required information, access, or approvals in a timely manner

Any changes to the agreed scope, timeline, or fees must be agreed in writing by both parties through a formal change request process. Verbal agreements shall not be binding.

Client Obligations

To enable effective delivery, you agree to:

• Provide accurate, complete, and timely information, access, and materials reasonably required to perform the Services
• Designate a named point of contact with authority to provide instructions and approve deliverables
• Review and provide feedback on deliverables within the timeframes agreed in the Statement of Work
• Ensure that any data, content, or materials you provide to us do not infringe any third-party rights and comply with applicable laws
• Obtain any third-party licences, consents, or permissions required for us to access your systems or data
• Use any delivered AI systems, automations, or tools responsibly and in accordance with applicable laws and regulations

Where delays in delivery arise due to the Client's failure to meet these obligations, we shall not be liable for any resulting delays or additional costs, which may be charged at our standard day rate.

Fees, Invoicing & Payment

Fees for Services are set out in the applicable Statement of Work or engagement letter. Unless otherwise agreed in writing:

• Project fees are invoiced as follows: 50% upon commencement, 25% at an agreed midpoint milestone, and 25% upon completion and delivery
• Retainer and ongoing service fees are invoiced monthly in advance
• All invoices are payable within 14 days of the invoice date
• Fees are stated exclusive of VAT, which will be added at the applicable rate where required by law
• Out-of-pocket expenses (travel, third-party software licences, hosting costs) incurred with prior agreement will be invoiced at cost plus an administration fee of 5%

Intellectual Property

Our Pre-Existing IP

All intellectual property rights in The AI Leap's pre-existing methodologies, tools, frameworks, templates, and know-how ("Background IP") remain the sole property of The AI Leap. We grant you a non-exclusive, royalty-free licence to use our Background IP solely to the extent incorporated in or necessary for your use of the Deliverables.

Project Deliverables

Unless otherwise agreed in writing in the Statement of Work, upon receipt of full payment of all fees, The AI Leap assigns to the Client all intellectual property rights in the bespoke Deliverables created specifically for your engagement. This assignment excludes any Background IP embedded therein, which remains subject to the licence above.

Website Content

All content on the theaileap.com website, including text, graphics, logos, and code, is the property of The AI Leap and is protected by applicable intellectual property laws. You may not reproduce, distribute, or use our website content without prior written consent.

Confidentiality

Each party agrees to keep confidential all Confidential Information received from the other party and not to disclose it to any third party without prior written consent, except:

• To employees, contractors, or advisers who need to know it for the purposes of the engagement and are bound by equivalent confidentiality obligations
• Where required by law, regulation, or court order (in which case the disclosing party shall, where legally permitted, give prior notice to the other party)
• Where the information was already known to the receiving party prior to disclosure, or becomes publicly available through no fault of the receiving party

Confidentiality obligations under this clause shall survive termination of these Terms for a period of three (3) years.

Warranties & Representations

The AI Leap warrants that:

• Services will be performed with reasonable care and skill by qualified professionals
• Deliverables will materially conform to the specifications agreed in the Statement of Work at the time of delivery
• We hold the rights necessary to grant the licences and assignments set out in these Terms

We do not warrant that AI systems or automations will operate error-free in all circumstances, achieve specific business outcomes, or that outputs from AI models will be accurate in all cases. AI-generated outputs should be reviewed by appropriately qualified personnel before acting upon them.

Except as expressly stated in these Terms, all warranties, conditions, and representations, whether express or implied, are excluded to the fullest extent permitted by law.

Limitation of Liability

Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by applicable law.

Subject to the above, The AI Leap's total aggregate liability to you for any and all claims arising under or in connection with these Terms shall not exceed the total fees paid by you to The AI Leap in the three (3) months immediately preceding the event giving rise to the claim.

We shall not be liable for any:

• Loss of profits, revenue, or anticipated savings
• Loss of business, contracts, or opportunities
• Loss or corruption of data
• Indirect, consequential, or special loss of any kind

even if we had been advised of the possibility of such loss or damage.

Data Protection

Each party shall comply with all applicable data protection legislation in connection with the Services. Where The AI Leap processes personal data on behalf of the Client as a data processor, we will do so only in accordance with the Client's documented instructions and shall maintain appropriate technical and organisational security measures.

Where required by applicable law, the parties shall enter into a Data Processing Agreement prior to The AI Leap processing any personal data on the Client's behalf. For information on how we process personal data in our capacity as a data controller, please refer to our Privacy Policy.

Termination

Either party may terminate an engagement by providing written notice as specified in the Statement of Work. In the absence of a specific notice period, 30 days' written notice is required.

Either party may terminate immediately upon written notice if the other party:

• Commits a material breach of these Terms that is incapable of remedy, or fails to remedy a material breach within 14 days of written notice
• Becomes insolvent, enters administration, or is subject to winding-up proceedings
• Commits any act of fraud or dishonesty

Upon termination: (i) all outstanding fees for work completed up to the termination date become immediately payable; (ii) each party shall return or destroy the other's Confidential Information on request; and (iii) provisions intended to survive termination (including clauses 5, 6, 8, and 11) shall remain in force.

Governing Law & Disputes

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes) shall be governed by and construed in accordance with the laws of Chandigarh, India.

In the event of a dispute, both parties agree to first attempt resolution through good-faith negotiation. If a dispute cannot be resolved within 30 days of written notice, it shall be referred to mediation before either party may commence court proceedings.

The courts of handigarh, India shall have exclusive jurisdiction over any dispute that cannot be resolved through negotiation or mediation.

General Provisions

• Entire Agreement — These Terms, together with any applicable Statement of Work, constitute the entire agreement between the parties and supersede all prior representations, negotiations, and understandings.
• Waiver — Failure to exercise or delay in exercising any right under these Terms does not constitute a waiver of that right.
• Severability — If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
• No Third-Party Rights — These Terms do not confer any rights on third parties under the Contracts (Rights of Third Parties) Act 1999.
• Force Majeure — Neither party shall be liable for delays caused by circumstances beyond their reasonable control, provided they notify the other party promptly and take reasonable steps to mitigate the impact.
• Changes to Terms — We may update these Terms from time to time. Material changes will be notified via our website. Continued engagement with our services following notice of changes constitutes acceptance of the updated Terms.