Terms of Service

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“Client”, “you”, or “your”) and SophonixAI Technologies (“SophonixAI”, “we”, “us”, or “our”).

By submitting an inquiry, signing a Statement of Work (SOW), or accessing any SophonixAI service, you confirm that you have read, understood, and agree to be bound by these Terms, along with our Privacy Policy.

If you are agreeing on behalf of an organisation, you represent that you have the authority to bind that organisation to these Terms. If you do not have such authority, you must not use our Services.

We reserve the right to update these Terms at any time. Material changes will be communicated via email or prominent notice on our website with at least 14 days’ notice before taking effect.

SophonixAI provides enterprise AI solutions, automation systems, and related professional services including but not limited to:

• AI strategy consulting and transformation roadmaps
• Design and development of custom AI systems, agents, and pipelines
• Enterprise automation and workflow integration
• Data infrastructure, vector databases, and retrieval systems
• Private LLM deployment and fine-tuning
• Managed AI Operations (AI-Ops) services
• Cloud architecture and DevOps for AI workloads

The specific scope, deliverables, timelines, and fees for each engagement are defined in a separate Statement of Work (SOW) or Master Services Agreement (MSA) executed between the parties. In the event of any conflict between these Terms and an executed SOW/MSA, the SOW/MSA shall prevail.

Intellectual property ownership is a critical consideration for AI engagements. The following principles apply:

Client-Owned IP

• All client data, datasets, and proprietary information provided to SophonixAI remain the exclusive property of the client.
• AI models, systems, and software built exclusively using client data and delivered as custom work product under a paid SOW are owned by the client upon full payment of applicable fees.
• Client-specific fine-tuned models and trained weights derived solely from client data are client property.

SophonixAI-Owned IP

• SophonixAI retains ownership of all pre-existing tools, frameworks, methodologies, templates, and know-how developed independently of any client engagement (“Background IP”).
• General-purpose components, libraries, and internal tooling incorporated into deliverables are licensed (not transferred) to the client for use within the delivered system only.
• Any innovations, improvements, or generalisable techniques developed during an engagement that are not specific to the client’s data or business remain SophonixAI’s property, provided they do not contain client-specific information.

No Cross-Client Use

SophonixAI will never use one client’s data, insights, or deliverables to benefit another client. Client-specific work is entirely siloed.

To enable effective delivery of our Services, clients agree to:

• Lawful data provision — Ensure all data provided to SophonixAI is obtained and may be processed lawfully, including having appropriate rights, licences, and consents.
• Accuracy — Provide accurate, complete information regarding business requirements, technical environment, and constraints.
• Timely cooperation — Designate a point of contact with adequate authority, attend scheduled reviews, and provide approvals or feedback within agreed timelines.
• Acceptable use — Not use delivered AI systems for any unlawful purpose, to generate harmful content, to discriminate against protected classes, or in ways that violate applicable AI regulations (including the EU AI Act where applicable).
• Security — Maintain appropriate access controls over delivered systems, credentials, and APIs provided by SophonixAI.
• Compliance — Ensure use of delivered AI systems complies with all applicable laws and regulations in the client’s jurisdiction and industry.

Both parties acknowledge that in the course of an engagement, each may receive access to confidential information belonging to the other party (“Confidential Information”).

Each party agrees to:

• Hold Confidential Information in strict confidence using at least the same standard of care as it uses for its own confidential information, but in no event less than reasonable care.
• Not disclose Confidential Information to any third party without prior written consent, except to employees or contractors with a need to know who are bound by confidentiality obligations at least as protective as these Terms.
• Use Confidential Information only for the purposes of performing obligations or exercising rights under the applicable SOW.

Confidential Information does not include information that: (a) is or becomes publicly available through no breach of these Terms; (b) was already known to the receiving party without restriction; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of Confidential Information.

Confidentiality obligations survive for three (3) years after the termination of the relevant engagement, or indefinitely for trade secrets.

AI systems — including large language models, predictive models, and agentic frameworks — are probabilistic in nature. SophonixAI does not warrant that:

• AI outputs will be completely accurate, error-free, or free from hallucination.
• AI systems will perform identically across all inputs, edge cases, or distribution shifts.
• Delivered systems will remain effective indefinitely as underlying models, APIs, or data distributions change.

Clients are responsible for:

• Implementing appropriate human-in-the-loop review processes for high-stakes decisions.
• Testing AI systems in a staging environment before production deployment.
• Monitoring system performance and alerting SophonixAI if degradation is observed under applicable support terms.
• Compliance with any regulatory requirements governing the use of AI in their specific industry (healthcare, finance, legal, etc.).

SophonixAI will document known limitations, recommended guardrails, and testing procedures for all delivered AI systems as part of the handover process.

Unless otherwise specified in the applicable SOW:

• Invoices are due within Net 30 days from the invoice date.
• Engagements typically require a deposit of 30–50% of the total project fee prior to commencement, with the remainder invoiced upon delivery milestones as defined in the SOW.
• Managed services and retainers are billed monthly in advance.
• Late payments accrue interest at 1.5% per month (or the maximum rate permitted by law, whichever is lower) from the due date.
• SophonixAI reserves the right to suspend Services after 14 days of non-payment following written notice.
• All fees are exclusive of applicable taxes (VAT, GST, withholding taxes), which are the client’s responsibility.

Disputed invoices must be raised in writing within 10 business days of the invoice date. Undisputed portions remain payable on the original due date.

To the maximum extent permitted by applicable law:

• SophonixAI’s total aggregate liability to the client for any claims arising under or in connection with a SOW shall not exceed the total fees paid by the client under that SOW in the 12 months immediately preceding the claim.
• Neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profit, loss of revenue, loss of data, or loss of business opportunity, even if advised of the possibility of such damages.

The limitations in this section do not apply to: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be excluded or limited under applicable law; or (d) indemnification obligations set out below.

Each party (“Indemnifying Party”) agrees to indemnify, defend, and hold harmless the other party and its officers, directors, employees, and agents (“Indemnified Party”) from and against any third-party claims, losses, damages, costs, and expenses (including reasonable legal fees) arising from:

• Client indemnity — The client’s use of delivered AI systems in a manner that violates these Terms, applicable law, or third-party rights; the client’s provision of data that infringes third-party intellectual property or privacy rights.
• SophonixAI indemnity — SophonixAI’s deliverables infringing a third party’s intellectual property rights (excluding infringement arising from client specifications, data, or third-party components incorporated at client request).

The Indemnified Party must: (a) promptly notify the Indemnifying Party of any claim; (b) give the Indemnifying Party sole control of the defence (with reasonable cooperation); and (c) not settle any claim without the Indemnifying Party’s prior written consent.

For convenience: Either party may terminate an SOW with 30 days’ written notice, unless a shorter or longer notice period is specified in the SOW. The client remains liable for fees accrued for work completed up to the termination date.

For cause: Either party may terminate immediately upon written notice if the other party: (a) materially breaches these Terms or the applicable SOW and fails to cure such breach within 14 days of written notice; (b) becomes insolvent or enters into bankruptcy proceedings; or (c) engages in fraudulent or illegal conduct.

Effect of termination:

• SophonixAI will deliver all work product completed as of the termination date.
• Each party will return or destroy the other’s Confidential Information upon request.
• Client data held by SophonixAI will be securely deleted within 30 days, or exported to the client, per the client’s written instruction.
• Provisions that by their nature survive termination (confidentiality, IP ownership, limitation of liability, indemnification) will continue in full force.

• Governing law: These Terms are governed by and construed in accordance with applicable commercial law. The specific jurisdiction is defined in each SOW based on the client’s location.
• Dispute resolution: Parties will first attempt to resolve disputes through good-faith negotiation. Unresolved disputes will be referred to binding arbitration before resorting to litigation, unless urgent injunctive relief is required.
• Entire agreement: These Terms, together with any executed SOW or MSA, constitute the entire agreement between the parties and supersede all prior discussions, representations, and understandings.
• Severability: If any provision is found unenforceable, the remaining provisions continue in full force.
• Waiver: Failure to enforce any provision does not constitute a waiver of that provision.
• Force majeure: Neither party is liable for delays or failure to perform caused by events beyond reasonable control, including natural disasters, government actions, or infrastructure outages.
• Assignment: Neither party may assign its rights or obligations without the other party’s prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets.

For questions about these Terms, to request a formal MSA or DPA, or for any legal enquiries:

• Email: legal@sophonixai.com
• General: hello@sophonixai.com
• Website: sophonixai.com