1. Definitions
- "Services" means consulting, design, engineering, AI development, modernization, support and related work described on this site or in an SOW.
- "Deliverables" means the code, documentation, designs, models, prompts, configurations and other work product we produce for you under an SOW.
- "Client Materials" means data, content, systems, credentials and instructions you provide.
- "Programs" means our fixed-price engagements: Sprint Zero, ProofRun, Launch 6 and ReCore.
- "Care Plan" means a monthly maintenance and support subscription.
2. Website use
The website is provided for information about our services. Content is ours or our licensors' and may not be copied or reused commercially without permission, except that you may share links and short quotations with attribution. You must not attempt to gain unauthorised access to the site, scrape it at volume, or use it to send unsolicited communications. Prices shown are indicative starting points in INR and USD; a binding price is only the one in a signed proposal or SOW.
3. How engagements work
- Discovery call: free, no obligation.
- Proposal: we issue a written proposal or SOW setting scope, deliverables, timeline, price, assumptions and dependencies. Work begins on written acceptance and receipt of the first milestone payment where applicable.
- Programs: fixed scope, fixed price and fixed timeline as published on the relevant page at the time of acceptance. Scope is locked at the point stated for each Program (for example day five of Launch 6). Requests outside the locked scope are quoted separately and do not change the Program price or date.
- Credits: the Sprint Zero fee is credited in full against any Program or scoped build that begins within 60 days of the Sprint Zero readout; ProofRun credits apply as stated in the proposal.
- Scoped builds: billed by milestone, typically 30% on start, 40% at the mid-point milestone defined in the SOW and 30% on launch or acceptance.
- Care Plans: monthly in advance, 30-day written notice to cancel, unused hours roll over one month, annual prepayment earns two months free.
- Change control: changes to scope, timeline or assumptions are agreed in writing before work proceeds.
4. Your responsibilities
- Provide timely access to people, systems, data and decisions identified in the SOW; delays in dependencies extend timelines correspondingly.
- Ensure you have the right to give us the Client Materials and that their use as instructed does not breach law or third-party rights.
- Provide accurate information and a named decision-maker for acceptance.
- Maintain your own accounts with cloud and AI providers where the SOW says you pay providers directly, and keep them in good standing.
- Comply with applicable law in your use of Deliverables, including data protection, consumer protection, financial services, health and employment regulation in your sector.
5. Fees, invoicing and taxes
Fees are stated in the SOW in INR or USD. Indian clients are invoiced in INR with GST at the applicable rate; international clients are invoiced in USD and are responsible for any withholding or local taxes, which must be grossed up so that we receive the invoiced amount. Invoices are payable within 15 days unless the SOW states otherwise. Late amounts accrue interest at 1.5% per month or the maximum lawful rate, whichever is lower, and we may suspend work after written notice. Third-party costs (cloud, model APIs, telephony, licences) are either paid by you directly or passed through at cost as stated in the SOW.
6. Intellectual property and ownership
- On payment in full, you own the Deliverables created specifically for you under the SOW, including source code, infrastructure definitions, prompts, fine-tuned weights trained on your data, documentation and designs.
- We retain ownership of our pre-existing materials, tools, frameworks, accelerators, evaluation harnesses and general know-how ("Eazyware Materials"). Where Eazyware Materials are incorporated into Deliverables, we grant you a perpetual, worldwide, royalty-free, non-exclusive licence to use, modify and sublicense them as part of the Deliverables.
- Open-source components remain subject to their licences, which we identify in the handover documentation.
- Third-party AI models, APIs and services are used under their providers' terms; we do not transfer any rights in them.
- We may describe the engagement in anonymised terms for marketing; we will not name you, use your logo or publish figures without your written approval.
7. Confidentiality
Each party will keep the other's confidential information secret, use it only for the engagement, and protect it with at least reasonable care, for five years after disclosure, or indefinitely for trade secrets and personal data. Confidential information excludes what is public, already known, independently developed or lawfully received from a third party. We sign a mutual NDA before the first working session on request, and our standard NDA is available from hello@theeazyware.com.
8. Data protection
Where we process personal data on your behalf we act as processor under the data processing terms in the MSA or SOW, which include purpose limitation, security measures, sub-processor approval, breach notification, assistance with data subject requests, deletion or return at the end of the engagement and international transfer safeguards. Our Privacy Policy describes how we handle personal data as a controller.
9. AI-specific terms
- Probabilistic outputs: AI systems produce outputs that can be wrong, incomplete or inconsistent. We design with evaluation suites, thresholds, guardrails and human review appropriate to the use case, and the acceptance criteria for AI components are the measured evaluation results stated in the SOW, not perfection.
- Your decisions: you decide where AI outputs are used, whether a human reviews them, and what actions an agent may take. We will advise, and we will decline to build autonomous actions we consider unsafe for the use case.
- Third-party models: model providers change, deprecate and re-price models. We build with routing and evaluation so that changes can be managed, but we do not warrant the availability, behaviour or pricing of any third-party model.
- Training: we do not use your data to train models for other clients, and we configure providers under terms that prohibit training on your inputs.
- Regulated use: in financial services, healthcare, education, employment and other regulated contexts, you are responsible for regulatory approval of the use case; we will build to the controls you specify and document them.
10. Warranties
We warrant that Services will be performed with reasonable skill and care by suitably qualified people, that Deliverables will materially conform to the SOW for 30 days after acceptance (we will re-perform or fix non-conformities notified in that period at no charge), and that to our knowledge Deliverables will not infringe third-party intellectual property. Except as stated, Services and Deliverables are provided without other warranties, express or implied, including fitness for a particular purpose. We do not warrant business outcomes, revenue, cost savings or regulatory compliance of your use.
11. Limitation of liability
To the fullest extent permitted by law: neither party is liable for indirect, consequential, special or punitive loss, loss of profit, revenue, data or goodwill; each party's total liability under an SOW is limited to the fees paid or payable under that SOW in the twelve months before the claim arose, except for liability that cannot be limited by law, breach of confidentiality, wilful misconduct, and your obligation to pay fees. For Care Plans, our liability in any month is limited to that month's fee.
12. Indemnities
We will defend and indemnify you against third-party claims that Deliverables, as delivered and used in accordance with the SOW, infringe intellectual property rights, provided you notify us promptly and give us control of the defence; we may modify or replace the infringing element or refund the relevant fees. You will defend and indemnify us against claims arising from Client Materials, your instructions, your use of Deliverables in breach of law or these Terms, or modifications made by anyone other than us.
13. Term, suspension and termination
Either party may terminate an SOW for material breach not cured within 30 days of written notice, or immediately on insolvency. You may terminate a scoped build for convenience on 30 days' written notice and will pay for work performed and non-cancellable commitments to the termination date; Program fees are non-refundable once the Program has started, except where we terminate for convenience or fail to deliver. On termination we will hand over Deliverables paid for and delete or return Client Materials as instructed, subject to retention required by law. Sections on IP, confidentiality, payment, liability, indemnities and governing law survive.
14. Non-solicitation
During an engagement and for twelve months after, neither party will directly solicit for employment the other party's staff who worked on the engagement, without written consent; general advertisements not targeted at such staff are not a breach. Build-Operate-Transfer arrangements are excluded where expressly agreed.
15. Force majeure
Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disaster, epidemic, war, civil unrest, government action, or failure of public utilities, telecommunications or third-party cloud and model providers, provided the affected party notifies the other promptly and uses reasonable efforts to mitigate.
16. Governing law and disputes
These Terms and every SOW are governed by the laws of India, and the courts at Bengaluru, Karnataka have exclusive jurisdiction, except that either party may seek injunctive relief anywhere to protect intellectual property or confidential information. Before litigation the parties will attempt in good faith to resolve any dispute by escalation to senior management within 30 days and, if unresolved, by mediation in Bengaluru. Nothing prevents a party from pursuing undisputed invoices.
17. General
These Terms, the Privacy Policy and any signed MSA and SOW are the entire agreement on their subject matter. Neither party may assign without consent, except to a successor of its business. Notices must be in writing to the email addresses in the SOW, with a copy to hello@theeazyware.com for us. If any provision is unenforceable, the rest remains in force. No waiver is effective unless in writing. We may update these Terms for future engagements by posting a new version with a new effective date; existing SOWs continue on the Terms in force when they were signed.