How engagements work, in the language of the contract.

These terms govern services provided by SoloZ AI — an OpenEng Labs venture (“SoloZ AI”, “we”, “I”) to a client (“you”). They apply to every engagement unless a signed master services agreement or statement of work says otherwise, in which case the signed document controls.

1. How an engagement is formed

Work begins when a statement of work (“SOW”) has been agreed in writing and the first payment specified in it has cleared. The SOW sets out the deliverables, the numeric scope caps, the acceptance criteria, the timeline and the payment schedule. Nothing on this website constitutes an offer capable of acceptance; published prices are an indication of the standard price for a standard scope.

2. Scope, revisions and change orders

Every SOW carries numeric caps — the number of processes, integrations, channels, documents and revision rounds. These exist so that “finished” has an objective definition.

• Two revision rounds are included in every build, against the agreed acceptance criteria.
• Work outside the caps is a change order, quoted and agreed in writing before it starts, at the change-order rate stated in your statement of work. That rate sits deliberately above the blended project rate, so scoping a new piece of work properly is always cheaper for you than extending an existing one informally.
• Nothing outside the SOW is performed on an assumption that it will be approved later. If it is not written down, it is not in scope.

3. The delivery clock, and what you must provide

Delivery timelines are quoted in working days from Access-Complete, not from signature or payment. Access-Complete is reached when all of the following have been provided:

1. administrative or API credentials for every named system, issued as scoped service accounts rather than personal logins;
2. a named owner on your side, plus an escalation contact;
3. a sandbox or test environment, or written approval to work against production with agreed guardrails;
4. twenty genuine historical examples of the process being automated, redacted if necessary;
5. a named subject-matter expert available for two sessions of 45 minutes;
6. a written, signed definition of done and acceptance criteria.

Delay in providing these extends the delivery date by at least the length of the delay. We will tell you promptly when an item is outstanding rather than letting a deadline pass quietly.

4. Fees, taxes and payment

• Fees and payment milestones are stated in the SOW, agreed in writing before work begins.
• Invoices issued in India carry 18% GST in addition to the stated price. Published INR prices are exclusive of GST.
• Exports of service from India are zero-rated where the applicable conditions are met. International invoices are issued in US dollars, exclusive of any tax that may apply in your own jurisdiction.
• Invoices are payable within seven days unless the SOW says otherwise. Work may be paused on any overdue milestone.
• Model provider costs, third-party SaaS subscriptions, and cloud infrastructure costs are billed to your own accounts. They are never resold through us and never marked up.
• Bank charges and payment-processing fees on your side are yours.

5. Intellectual property

On full payment of all sums due for an engagement, all rights in the deliverables specifically created for you under that engagement — workflow definitions, prompts, evaluation suites, configuration, documentation and bespoke code — transfer to you. Until full payment, those rights remain with us and any licence to use them is suspended while an invoice is overdue.

We retain ownership of general knowledge, methods, techniques, templates and reusable components that pre-existed the engagement or are of general application, and we may reuse them. Nothing in this clause permits us to reuse your confidential information, your data, or anything identifying you.

Third-party components remain subject to their own licences, which are disclosed at handover.

6. Confidentiality

Each party will keep the other’s confidential information confidential, use it only for the engagement, and protect it with at least reasonable care. This does not apply to information that is public through no fault of the receiving party, was already lawfully known, is independently developed, or must be disclosed by law. These obligations survive the engagement by three years, and indefinitely for anything that is a trade secret.

We will not name you as a client or describe your project publicly without your prior written consent.

7. AI-specific terms

These clauses exist because this work differs materially from conventional software, and pretending otherwise serves neither party.

• Model outputs are probabilistic. Systems built on language models produce statistically likely output, not deterministic or guaranteed-correct output. No warranty is given that any generated output will be accurate, complete or suitable for a particular purpose.
• Human review is your responsibility in any customer-facing, financial, legal, medical, safety-related or otherwise regulated use. Delivered systems include escalation paths for exactly this reason; disabling or bypassing them is at your risk.
• Evaluation defines the quality standard. Where an evaluation suite is part of the deliverable, the documented pass threshold is the agreed measure of acceptable performance. Performance is assessed against that threshold rather than against subjective impression.
• Model deprecation is a change-order event, not a defect. Third-party providers retire, alter and re-price models on their own schedule. Migrating to a replacement model is chargeable work unless a care retainer covering it is in force.
• You are the data controller. You confirm you have the right to use and share the data you provide, and that doing so does not breach any law or third-party agreement.
• Provider terms apply to you directly. Because model accounts and API keys are yours, your use of those providers is governed by your agreement with them.

8. Infrastructure and access

Deliverables are built and deployed in infrastructure you own and control. We do not host your production workflows, and we do not resell third-party platform access. Administrative access granted to us is delegated, minimal and revocable, and is surrendered at the end of the engagement or on request.

9. Warranty and support window

Deliverables are warranted to perform materially in accordance with the acceptance criteria for 14 days after handover. Within that window, defects are corrected at no charge. The warranty does not cover changes made by you or a third party, changes in third-party services or models, changes in your data or systems, or use outside the documented design.

Beyond the warranty window, support is available under a care retainer or as ad-hoc engineering. Except as stated here, services are provided without warranties of any kind, whether express or implied, to the maximum extent permitted by law.

10. Limitation of liability

Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for loss of profit, revenue, data, goodwill or anticipated savings, however arising.

Our total aggregate liability arising out of or in connection with an engagement is limited to the total fees actually paid by you for that engagement.

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

11. Term and termination

• Fixed-scope projects: either party may terminate for material breach not remedied within 14 days of written notice. On termination you pay for work performed up to that date, and receive the work product for milestones paid in full.
• Care retainers: a three-month minimum term, then monthly, cancellable on 30 days’ written notice. Monitoring access is removed at the end of the notice period; your systems continue to run, because they are yours.
• Clauses on intellectual property, confidentiality, liability and governing law survive termination.

12. General

Neither party is liable for delay caused by events beyond its reasonable control. You may not assign these terms without our written consent, which will not be unreasonably withheld. If any provision is unenforceable, the rest continues in force. A failure to enforce a term is not a waiver of it. These terms, together with the applicable SOW and any signed master services agreement, are the entire agreement between us.

13. Governing law and jurisdiction

These terms are governed by the laws of India. The courts at Bangalore, Karnataka have exclusive jurisdiction, save that either party may seek injunctive relief in any competent court to protect its confidential information or intellectual property. Both parties agree to attempt to resolve any dispute in good faith by discussion before commencing proceedings.

14. Contact

Questions about these terms: hello@soloz.ai.