These are the default terms of our engagements. A signed proposal, master services agreement or statement of work overrides them wherever the two differ.
B1. Scope and change
Every engagement starts from a written scope: what will be built, what it connects to, how it will be evaluated, and what “done” means. Work outside that scope is agreed in writing, with its effect on price and timeline, before it starts. Either of us can propose a change; neither of us is bound by one until it is agreed.
B2. Fees and payment
Fixed-scope work is invoiced against milestones set out in the proposal. Retained work is invoiced monthly in advance. Invoices are payable within 30 days unless the proposal says otherwise. Fees are stated exclusive of VAT, which is added where it applies. Third-party costs incurred on your behalf (cloud, model usage, software licences) are either paid by you directly through your own accounts, which we prefer, or passed through at cost with your prior approval.
B3. You own what we build
On payment, you own the deliverables: the application code, configuration, prompts, evaluation sets, documentation and design assets produced for you. Work is committed to repositories you control from the start of the engagement, and infrastructure is provisioned in accounts you own, so there is nothing to hand over at the end.
Two things are excluded. First, general-purpose tools, libraries and know-how we bring to every project and that contain nothing specific to you: you receive a perpetual licence to use them as part of your deliverables, and we remain free to use them elsewhere. Second, open-source components and third-party services, which stay under their own licences. We identify both in the proposal.
B4. Confidentiality
We treat everything you share with us about your business, data and systems as confidential, during and after the engagement, except where it is already public or we are required by law to disclose it. We sign your non-disclosure agreement where you have one, and provide ours where you do not. We do not name you as a client, or describe the work publicly, without your written agreement.
B5. Personal data
Where an engagement involves personal data, we act as your processor under a written data processing agreement that meets GDPR article 28, signed before any such data reaches us. Our privacy policy describes how we approach that role.
B6. The nature of AI systems
The systems we build use machine-learning models whose outputs are probabilistic. We design for that: evaluation against a test set you agree, monitoring in production, and controls on what the system is allowed to do. What we cannot do is promise that a model will never produce a wrong or unexpected output. Where an output could have legal, financial, medical or safety consequences, the design will include a human decision point, and we will say so in the proposal. Responsibility for how a delivered system is operated, and for decisions taken on its output, rests with you as its operator.
B7. Third-party models and services
Model providers, cloud platforms and other services are chosen with you and contracted by you under their own terms. Their prices, availability, capabilities and data-handling policies are theirs to change. We advise on the choice and design so that swapping a provider is an engineering task rather than a rebuild, but we are not responsible for a provider's conduct.
B8. Warranty and defects
We warrant that deliverables will be produced with reasonable skill and care and will materially conform to the agreed scope and acceptance criteria. If they do not, tell us within 30 days of delivery and we will correct the defect at no charge. This is the whole of our warranty; we make no other warranty, express or implied, including as to fitness for a purpose we were not told about.
B9. Liability
Our total liability under an engagement is limited to the fees you have paid us under it. Neither of us is liable to the other for indirect or consequential loss, loss of profit, or loss of data, except where the loss is caused by fraud, wilful misconduct or a breach of confidentiality, or where the law does not permit the limitation.
B10. Ending an engagement
Fixed-scope work ends on acceptance of the final milestone. Retained work continues month to month and either of us can end it with 30 days' written notice. On ending, you pay for work done to that date, we complete the handover described in section B3, and the confidentiality obligations continue.
B11. Governing law
These terms are governed by Spanish law, and the courts of Barcelona have jurisdiction, unless a signed contract says otherwise.
Anything unclear? Write to [email protected]. We would rather explain a clause before an engagement than argue about it afterwards.
