Terms & Conditions
Last Updated: June 3, 2025
These General Terms and Conditions ("Terms") govern the provision of software consultancy services by Apeirogon AI, a company registered in United Kingdom, with its principal place of business at Silverstream House, 45 Fitzroy Street, London, UK ("Consultant," "we," "us," or "our"), to its clients ("Client" or "you").
By engaging our services, you agree to be bound by these Terms.
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Please note, these are general terms & conditions only. Applicable Terms & Conditions will be written in the contract and are specified on individual basis based on specific project agreed with you.
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1. Agreement and Services
This Agreement, including any Statement of Work (SOW), defines only a basic understanding between parties for the software consultancy services ("Services"). Services, scope, deliverables, timelines, and fees will be detailed in each SOW. The Consultant will perform Services with reasonable skill and care.
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2. Client Responsibilities and Payment
The Client must provide timely information, access, and cooperation for the Consultant to perform Services. Delays caused by the Client may impact timelines and incur additional fees. Fees are as per the SOW, exclusive of taxes, and due within generally 30 days of invoicing. Overdue payments may incur interest and lead to service suspension. Agreed expenses will be charged to the Client.
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3. Intellectual Property and Confidentiality
Unless otherwise agreed in an SOW, the Consultant retains ownership of its pre-existing intellectual property (IP). Upon full payment, IP in deliverables created exclusively for the Client vests in the Client, with a license for any incorporated Consultant pre-existing IP. Both parties agree to keep all non-public information ("Confidential Information") confidential, using reasonable care. This obligation survives termination for 5 years.
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4. Limitation of Liability and Termination
The Consultant's total liability for any claim arising from this Agreement or Services shall not exceed the fees paid in the preceding 12 months. The Consultant is not liable for indirect, incidental, or consequential damages. Either party may terminate this Agreement or an SOW with written notice for material breach if not remedied within generally 30 - 90 days or insolvency. Upon termination, the Client pays for all services rendered and incurred expenses up to the termination date.
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