Terms of Service

1. Introduction and Agreement Structure

These Terms of Service ("Terms") set out the terms on which Solvant ("we", "us", "our", the "Consultant") provides artificial intelligence consultancy and related services to its clients ("you", the "Client").

These Terms apply to each engagement between us and, together with each Statement of Work, Order Form or proposal accepted by you (each a "SOW"), form the entire agreement between the parties (the "Agreement"). In the event of conflict, the order of precedence is: (1) the signed SOW; (2) these Terms; (3) any Data Processing Agreement; (4) any other document referenced. These Terms are intended for business-to-business engagements and do not apply to consumers.

2. Definitions

3. Provision of Services

1. We will provide the Services and Deliverables described in each SOW with reasonable skill and care and in accordance with good industry practice.
2. We will use reasonable endeavours to meet any performance dates or milestones specified in a SOW, but any such dates are estimates only and time is not of the essence unless expressly agreed in writing.
3. We may make changes to the Services that are necessary to comply with applicable law or that do not materially affect their nature or quality, and will notify you where reasonably practicable.
4. We may use suitably qualified subcontractors and personnel to perform the Services, and remain responsible for their performance under the Agreement.

4. AI Services — Specific Provisions

Given the nature of AI consultancy, the following provisions apply to any Services involving the development, deployment, tuning or evaluation of artificial intelligence, machine learning or large language model systems:

5. Probabilistic outputs. You acknowledge that AI systems produce probabilistic rather than deterministic outputs, may generate inaccurate, incomplete or unexpected results (including "hallucinations"), and require human review before being relied upon. We do not warrant that any AI output will be accurate, error-free or fit for any particular decision.
6. Third-party models and providers. The Services may rely on third-party foundation models, APIs and platforms ("Third-Party AI"). Your use of Deliverables incorporating Third-Party AI is subject to the applicable provider terms, which we will identify where relevant. We are not liable for changes to, deprecation of, or the performance of Third-Party AI outside our control.
7. Training data and inputs. You are responsible for ensuring that any data, prompts or materials you provide for use with AI systems are lawfully obtained and that you have all necessary rights and consents for their use, including under data protection and intellectual property law.
8. Human oversight. Where Deliverables are intended to support decision-making, you remain responsible for implementing appropriate human oversight, testing and governance before deployment in a live environment, and for compliance with any sector-specific or AI-specific regulation applicable to your use.
9. No professional advice. Deliverables are technical and advisory in nature and do not constitute legal, financial, medical or other regulated professional advice unless expressly stated.

5. Client Obligations

You will:

• Co-operate with us and provide timely access to Client Materials, systems, information, decision-makers and facilities reasonably required for the Services;
• Ensure that Client Materials are accurate, complete and lawfully provided, and obtain all necessary licences and consents before providing them;
• Provide feedback, approvals and sign-offs within the timescales set out in the SOW; and
• Comply with your obligations under applicable law, including data protection and AI-related regulation.

If our performance is prevented or delayed by any act or omission of yours (a "Client Default"), we will not be liable for any resulting costs or delays, may adjust timelines and Fees accordingly, and may suspend the Services on notice.

6. Fees and Payment

10. Fees are as set out in each SOW and are exclusive of VAT and other applicable taxes, which you will pay at the prevailing rate.
11. Unless otherwise stated in the SOW, we will invoice monthly in arrears, and payment is due within 30 days of the date of invoice.
12. We may charge interest on overdue amounts at the rate of 4% per annum above the Bank of England base rate, accruing daily, under the Late Payment of Commercial Debts (Interest) Act 1998.
13. We may recover reasonable pre-agreed expenses incurred in performing the Services where the SOW so provides.
14. All Fees are non-refundable except as expressly stated. If you dispute an invoice in good faith, you must notify us within 10 business days and pay the undisputed portion when due.
15. We may increase our standard rates on 30 days' written notice, such increase not to apply to work already scoped under an existing SOW.

7. Change Control

Either party may request changes to a SOW. No change is binding until agreed in writing (including by email) by authorised representatives of both parties. We will notify you of any impact of a requested change on Fees, timelines or other terms before it takes effect. Until a change is agreed, the parties will continue to perform under the existing SOW.

8. Intellectual Property Rights

16. Background IP. Each party retains ownership of its Background IP. Nothing in the Agreement transfers Background IP except as expressly stated.
17. Foreground IP. Subject to payment in full of all applicable Fees, we assign to you the intellectual property rights in the Deliverables created specifically for you under a SOW, excluding our Background IP and any Third-Party AI or open-source components.
18. Consultant tools and know-how. We retain all rights in our methodologies, frameworks, tools, templates, libraries and general know-how, including any improvements developed during an engagement. We grant you a non-exclusive, perpetual, royalty-free licence to use such materials solely to the extent embedded in the Deliverables and necessary to use them for your internal business purposes.
19. Client Materials. You grant us a non-exclusive licence to use Client Materials for the purpose of providing the Services.
20. Third-party and open-source components. Deliverables may incorporate third-party or open-source components licensed under their own terms, which we will identify where reasonably practicable, and your use of those components is subject to those terms.
21. Aggregated and anonymised data. We may collect and use aggregated, anonymised or de-identified data derived from an engagement to improve our services, provided such data does not identify you or any individual.

9. Confidentiality

Each party will keep the other's Confidential Information confidential, use it only for the purposes of the Agreement, and not disclose it except to those of its personnel and advisers who need to know it and are bound by equivalent obligations. These obligations do not apply to information that is or becomes public through no breach, is independently developed, is lawfully obtained from a third party, or is required to be disclosed by law or regulator (subject, where lawful, to prior notice). These obligations survive termination for 5 years, or indefinitely for trade secrets.

10. Data Protection

22. Each party will comply with the UK GDPR, the Data Protection Act 2018 and other applicable data protection law in connection with the Agreement.
23. Where we process personal data on your behalf in providing the Services, we do so as a processor and you as controller. In such cases, the parties will enter into a Data Processing Agreement compliant with Article 28 UK GDPR, which forms part of the Agreement.
24. You warrant that you have a lawful basis and all necessary notices and consents to provide personal data to us for processing under the Agreement.
25. Each party will implement appropriate technical and organisational measures to protect personal data and will co-operate in relation to data subject requests and personal data breaches.

11. Warranties

We warrant that the Services will be performed with reasonable skill and care and that we have the right to enter into the Agreement. Except as expressly set out in the Agreement, and to the fullest extent permitted by law, all warranties, conditions and terms implied by statute or common law are excluded, including any implied warranty of satisfactory quality, fitness for a particular purpose, or that Deliverables will be uninterrupted, error-free, or produce any specific outcome or result. You acknowledge that you have not relied on any statement or representation not expressly set out in the Agreement.

12. Limitation of Liability

This section sets out our entire financial liability to you under the Agreement.

26. Nothing in the Agreement limits or excludes either party's liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; breach of the indemnity in Section 13; a party's obligations for the other's Confidential Information; or any liability that cannot lawfully be limited.
27. Subject to the above, neither party is liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any: loss of profit; loss of revenue; loss of business or opportunity; loss of anticipated savings; loss of goodwill; loss or corruption of data (except to the extent caused by our breach of our security obligations); or any indirect or consequential loss.
28. Subject to the above, our total aggregate liability arising under or in connection with each SOW, whether in contract, tort or otherwise, will not exceed the total Fees paid or payable by you under that SOW in the 12 months preceding the event giving rise to the claim.
29. You acknowledge that the allocation of risk in the Agreement, including the exclusions and limitations in this Section, is reflected in the Fees and is reasonable in the circumstances.

13. Indemnity

You will indemnify us against all liabilities, costs, expenses, damages and losses (including reasonable legal fees) suffered or incurred by us arising out of or in connection with: (a) your breach of Section 4.3 (rights in inputs) or Section 5 (Client obligations); (b) any claim that Client Materials, or our use of them as instructed, infringe a third party's rights or breach applicable law; and (c) your use of the Deliverables in a manner not permitted by the Agreement or contrary to our reasonable guidance.

14. Term and Termination

30. The Agreement commences on the effective date of the first SOW and continues until all SOWs have expired or been terminated.
31. Either party may terminate the Agreement or any SOW for convenience on 30 days' written notice, unless the SOW states otherwise. You will pay for all Services performed and commitments made up to the date of termination.
32. Either party may terminate immediately on written notice if the other: commits a material breach that is irremediable or is not remedied within 30 days of notice; or becomes insolvent, enters administration, or is unable to pay its debts as they fall due.
33. On termination, you will pay all outstanding Fees for Services performed, we will deliver any completed Deliverables paid for, and each party will return or destroy the other's Confidential Information on request (subject to legal retention requirements).
34. Any provision that expressly or by implication is intended to survive termination will do so, including Sections 8 to 13 and 15 to 18.

15. Non-Solicitation

During the term of each SOW and for 6 months after its completion, neither party will knowingly solicit or entice away any employee or contractor of the other who has been directly involved in the Services, without the other's prior written consent. This does not restrict general recruitment advertising not specifically targeted at such individuals. If a party breaches this clause, it will pay the other a sum equal to 20% of the relevant individual's annual remuneration as liquidated damages.

16. Force Majeure

Neither party will be in breach of the Agreement or liable for any delay or failure to perform its obligations (other than payment obligations) arising from events beyond its reasonable control, including acts of God, war, terrorism, epidemic or pandemic, failure of utilities or telecommunications, or failure of Third-Party AI or cloud infrastructure. The affected party will notify the other and use reasonable endeavours to mitigate. If the event continues for more than 60 days, either party may terminate the affected SOW on notice.

17. General

35. Independent contractors. The parties are independent contractors; nothing creates a partnership, joint venture or employment relationship.
36. Assignment. You may not assign or subcontract the Agreement without our prior written consent. We may assign or novate the Agreement to an affiliate or successor in connection with a business transfer.
37. Entire agreement. The Agreement is the entire agreement between the parties and supersedes all prior discussions and representations, except for any fraudulent misrepresentation.
38. Variation. No variation is effective unless in writing and signed by authorised representatives of both parties.
39. Waiver. A failure or delay in exercising any right is not a waiver of that or any other right.
40. Severance. If any provision is held invalid or unenforceable, the remaining provisions continue in full force.
41. Notices. Notices must be in writing and sent to the addresses in the SOW (or to hello@solvant.io for us), and are deemed received in accordance with normal delivery rules.
42. Third-party rights. A person who is not a party has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.
43. Publicity. Neither party will use the other's name or logo without prior written consent, save that we may list you as a client and describe the Services at a high level in our marketing unless you notify us otherwise in writing.

18. Governing Law and Jurisdiction

The Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, is governed by and construed in accordance with the law of England and Wales. The parties irrevocably agree that the courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim, subject to either party's right to seek injunctive or other equitable relief in any jurisdiction.