These Terms and Conditions apply to all engagements between Hitech Systems Ltd and its clients for the provision of AI systems and related services.
1. Definitions
- "Client" means the party engaging Hitech Systems for services
- "Services" means the AI systems and related services provided
- "Deliverables" means any output, materials, or systems created
- "Statement of Work" means the document describing specific services
2. Scope of Services
Services shall be provided as described in the applicable Statement of Work (SOW). Any changes to scope require written agreement and may result in adjustments to fees and timelines.
3. Client Responsibilities
The Client agrees to:
- Provide timely access to necessary data, systems, and personnel
- Designate authorised representatives for decision-making
- Review and approve deliverables within agreed timeframes
- Ensure compliance with data protection laws for data provided
- Maintain appropriate licences for third-party systems
4. Fees and Payment
4.1 Fee Structure: Fees are as set out in the SOW and may be based on time and materials, fixed price, or milestone-based payments.
4.2 Expenses: Reasonable expenses incurred in providing services are charged at cost plus any applicable taxes.
4.3 Payment Terms: Invoices are due within 30 days of issue. Late payments incur interest at 4% above the Bank of England base rate.
4.4 Taxes: All fees are exclusive of VAT and other applicable taxes.
5. Intellectual Property
5.1 Client Data: The Client retains all rights to data provided to Hitech Systems.
5.2 Deliverables: Upon full payment, the Client receives a licence to use deliverables for internal business purposes.
5.3 Pre-existing IP: Hitech Systems retains all rights to pre-existing methodologies, tools, and frameworks.
5.4 Improvements: Any improvements to Hitech Systems' pre-existing IP remain our property.
6. Confidentiality
Both parties agree to keep confidential all non-public information disclosed during the engagement. This obligation continues for five (5) years after termination.
7. Data Protection
Where Hitech Systems processes personal data on behalf of the Client, we act as a data processor and comply with GDPR requirements. A separate Data Processing Agreement may be required.
8. Warranties
Hitech Systems warrants that:
- Services will be performed with reasonable skill and care
- We have the right to provide the services
- Deliverables will materially conform to specifications
We do not warrant that AI systems will be error-free or achieve specific business outcomes.
9. Limitation of Liability
Neither party shall be liable for indirect, consequential, or special damages. Hitech Systems' total liability is limited to the fees paid in the 12 months preceding the claim.
10. Termination
Either party may terminate with 30 days' written notice. Upon termination, the Client shall pay for all services performed and expenses incurred to date.
11. Force Majeure
Neither party shall be liable for delays caused by events beyond reasonable control, including natural disasters, war, or government actions.
12. Governing Law
These Terms are governed by English law. Disputes shall be resolved through arbitration in London under LCIA rules.
13. Contact
For questions, contact legal@hitechsys.co.