Terms & Conditions

1. Definitions

In these Terms and Conditions:

• "Service" refers to the AI consulting services provided by Cortexia, including automation consulting, knowledge graph construction, and impact assessments.
• "Client" or "You" refers to the organisation or individual engaging our services.
• "We," "Us," or "Cortexia" refers to Cortexia, a consulting practice based in Singapore.
• "Agreement" refers to the combination of these Terms and Conditions and any specific engagement letter or contract.
• "Deliverables" refers to the documentation, analysis, and other outputs specified in the engagement agreement.

2. Acceptance of Terms

2.1 Agreement Formation

An agreement is formed when you sign an engagement letter or when you begin receiving our services after accepting a proposal. By engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.

2.2 Capacity

You represent that you are at least 18 years of age and have the legal capacity to enter into this agreement on behalf of your organisation.

3. Services Description

3.1 Consulting Services

Cortexia provides specialised AI consulting services including:

• Intelligent Automation Consulting: Workflow analysis and automation opportunity identification
• Knowledge Graph Construction: Design and implementation of structured knowledge systems
• AI Impact Assessment: Multi-dimensional evaluation of AI systems' effects

3.2 Scope of Work

Each engagement is governed by a specific scope of work detailed in the engagement letter. Services are provided on a project basis with defined deliverables and timelines.

3.3 Service Availability

Services are provided subject to availability. We reserve the right to decline engagements where we determine AI is not an appropriate solution or where timeline or budget constraints would compromise service quality.

4. Client Responsibilities

4.1 Information Provision

You agree to:

• Provide timely and accurate information required for service delivery
• Make relevant stakeholders available for interviews and review sessions
• Grant access to necessary documentation and systems
• Respond to requests for clarification within reasonable timeframes

4.2 Data Quality

You represent that data and information provided to us is accurate and you have the right to share it for the purposes of the engagement.

4.3 Implementation

Implementation of recommendations is at your discretion. We provide guidance and documentation but are not responsible for implementation unless explicitly included in the engagement scope.

5. Fees and Payment

5.1 Service Fees

Fees are specified in the engagement letter and are quoted in Singapore Dollars (SGD). Standard pricing:

• Intelligent Automation Consulting: SGD 780 per engagement
• Knowledge Graph Construction: SGD 1,950 per project
• AI Impact Assessment: SGD 620 per assessment

5.2 Payment Terms

Payment terms are net 30 days from invoice date unless otherwise agreed. Late payments may incur interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.

5.3 Expenses

Reasonable expenses incurred during service delivery will be billed separately with prior approval. This may include travel costs if on-site work is required.

6. Intellectual Property

6.1 Our IP Rights

Cortexia retains ownership of our methodologies, frameworks, templates, and general knowledge. This includes assessment frameworks, analysis approaches, and documentation templates used in service delivery.

6.2 Deliverable License

Upon full payment, you receive a non-exclusive, non-transferable license to use deliverables for your internal business purposes. This license includes the right to maintain and adapt solutions we've implemented, such as knowledge graphs or automation systems.

6.3 Client Data

You retain ownership of all data and information provided to us. We claim no ownership rights over your data.

6.4 Restrictions

You may not resell, redistribute, or sublicense our deliverables or methodologies to third parties without written permission.

7. Confidentiality

7.1 Mutual Obligations

Both parties agree to maintain confidentiality of proprietary information shared during the engagement. This obligation continues for three years after engagement completion.

7.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is publicly available through no fault of the receiving party
• Was known to the receiving party before disclosure
• Is independently developed without use of confidential information
• Must be disclosed under legal obligation

7.3 Data Protection

Handling of personal data is governed by our Privacy Policy and Singapore's Personal Data Protection Act.

8. Disclaimers

8.1 Professional Services

Our services constitute professional consulting advice based on the information provided and our expertise. We make no warranties that implementation of recommendations will achieve specific results. Actual outcomes depend on factors including implementation quality, organisational context, and external conditions.

8.2 No Guarantees

We do not guarantee specific business outcomes, ROI achievements, or performance improvements. All projections and estimates are based on assumptions that may not hold in practice.

8.3 Technology Limitations

AI systems have inherent limitations. We clearly document these limitations in our deliverables, but you acknowledge that AI implementations may not perform perfectly in all circumstances.

9. Limitation of Liability

9.1 Liability Cap

Our total liability for any claims arising from an engagement is limited to the fees paid for that specific engagement, except where prohibited by law.

9.2 Excluded Damages

We are not liable for indirect, incidental, consequential, or special damages including lost profits, lost data, or business interruption, even if advised of the possibility of such damages.

9.3 Exceptions

Nothing in these terms limits liability for fraud, gross negligence, or violations of applicable law.

10. Indemnification

You agree to indemnify and hold harmless Cortexia from claims arising from your use of deliverables, implementation of recommendations, or violation of these Terms, except where caused by our negligence or breach.

11. Termination

11.1 Termination Rights

Either party may terminate an engagement with 14 days written notice. Upon termination, you are responsible for payment of work completed to that point.

11.2 Effect of Termination

Upon termination:

• We will deliver work completed to the termination date
• You must pay for services rendered through the termination date
• Confidentiality obligations continue
• License rights vest only for completed, paid deliverables

11.3 Survival

Sections regarding payment, confidentiality, intellectual property, limitation of liability, and dispute resolution survive termination.

12. Dispute Resolution

12.1 Governing Law

These Terms are governed by the laws of Singapore.

12.2 Jurisdiction

Any disputes shall be subject to the exclusive jurisdiction of Singapore courts.

12.3 Informal Resolution

Before initiating formal proceedings, parties agree to attempt good faith resolution through direct negotiation.

13. General Provisions

13.1 Entire Agreement

These Terms, together with any engagement letter, constitute the entire agreement between parties regarding the services.

13.2 Amendments

We may update these Terms periodically. Changes become effective for new engagements after posting. Ongoing engagements remain governed by the terms in effect when they commenced.

13.3 Severability

If any provision is found unenforceable, remaining provisions continue in full force.

13.4 Waiver

Failure to enforce any provision does not waive our right to enforce it later.

13.5 Assignment

You may not assign this agreement without our written consent. We may assign to affiliated entities.

14. Contact Information

For questions about these Terms and Conditions, please contact: