Tích Hợp AI

1.1 The scope of services shall be defined by the service description published on this platform and any supplementary requirements communicated by the Client through the designated messaging system prior to the commencement of work.

1.2 Any modification, addition, or reduction to the agreed scope of services following the commencement of work shall constitute a change order. Change orders shall be subject to mutual written agreement between the parties and may result in adjustments to the project timeline and additional fees.

1.3 The Service Provider shall not be obligated to perform work that falls outside the agreed scope unless a change order has been duly executed by both parties.

2.1 The Client shall remit payment in accordance with the schedule and amounts specified in the order confirmation. All fees are quoted exclusive of applicable taxes unless otherwise stated.

2.2 For engagements structured on a milestone basis, each successive phase of work shall commence only upon receipt of the corresponding milestone payment.

2.3 In the event that the Client fails to remit any payment within fourteen (14) calendar days of the date on which such payment becomes due, the Service Provider reserves the right to suspend all work under this engagement without further notice until such outstanding amounts are received in full.

2.4 The Service Provider further reserves the right to charge interest on overdue amounts at the rate of 1.5% per month, or the maximum rate permitted by applicable law, whichever is lower.

3.1 The Service Provider shall use reasonable commercial efforts to deliver all agreed deliverables within the timeline established at the commencement of the engagement. Delivery timelines are estimates and shall not constitute binding obligations unless expressly agreed otherwise in writing.

3.2 Each engagement shall include up to two (2) rounds of revisions, provided that such revisions fall within the originally agreed scope of services.

3.3 Requests for additional revision rounds or revisions that exceed the original scope shall be treated as change orders and quoted separately in accordance with Section 1.

3.4 Final deliverables, including all associated documentation and source materials, shall be released to the Client upon receipt of full payment of all outstanding amounts.

4.1 Upon receipt of full and final payment, all intellectual property rights in and to the custom work product created specifically for the Client under this engagement shall be assigned and transferred to the Client in perpetuity.

4.2 Notwithstanding the foregoing, the Service Provider shall retain all rights, title, and interest in and to any pre-existing materials, frameworks, libraries, methodologies, tools, and proprietary processes utilised in the performance of services, including any modifications or improvements thereto. Where such pre-existing materials are incorporated into the deliverables, the Client is hereby granted a non-exclusive, perpetual, royalty-free licence to use such materials solely as part of the delivered work product.

4.3 The Service Provider reserves the right to reference the general nature of the engagement, in anonymised form, for portfolio, marketing, or case study purposes, unless the parties have agreed otherwise in writing.

5.1 Each party (the 'Receiving Party') agrees to hold in strict confidence all non-public information, documents, materials, trade secrets, and communications disclosed by the other party (the 'Disclosing Party') in connection with this engagement ('Confidential Information').

5.2 The Receiving Party shall not disclose, publish, or otherwise disseminate Confidential Information to any third party without the prior written consent of the Disclosing Party, except to the extent that disclosure is required by applicable law, regulation, or valid court order. In such event, the Receiving Party shall provide prompt written notice to the Disclosing Party to the extent legally permissible.

5.3 The obligations of confidentiality set forth in this section shall survive the termination or expiration of this engagement for a period of two (2) years.

6.1 Either party may terminate this engagement by providing written notice to the other party through the designated messaging system on this platform.

6.2 In the event of cancellation by the Client, the Client shall be liable for payment for all work completed and expenses incurred up to and including the effective date of cancellation. The Service Provider shall provide an itemised account of work performed.

6.3 Refunds for prepaid amounts shall be calculated on a pro rata basis, less any non-recoverable costs, third-party expenses, or resource commitments already incurred by the Service Provider in reliance on the engagement.

6.4 The Service Provider reserves the right to terminate this engagement immediately upon written notice in the event of a material breach by the Client, including but not limited to non-payment, misrepresentation, or conduct that is threatening or abusive.

7.1 To the maximum extent permitted by applicable law, the aggregate liability of the Service Provider arising out of or in connection with this engagement, whether in contract, tort (including negligence), strict liability, or otherwise, shall not exceed the total fees actually paid by the Client for the specific order giving rise to such liability.

7.2 In no event shall either party be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, business interruption, or loss of business opportunity, regardless of whether such damages were foreseeable or whether either party has been advised of the possibility thereof.

7.3 The Service Provider makes no warranties, express or implied, regarding the fitness of deliverables for a particular purpose, except as expressly set forth in the scope of services.