Terms and Conditions

Terms and Conditions of Service

These Terms and Conditions ("Terms", "Agreement") govern the relationship between Gravitonic Ltd (Company Registration Number: 15839977), hereinafter referred to as "Gravitonic", "we", "us", or "our", and its clients, hereinafter referred to as "the Client", "you", or "your". By engaging Gravitonic's services, accessing our website, or accepting these Terms, you agree to be bound by these terms. If you do not agree to these Terms, you must not use our services.

These Terms are compliant with English and Welsh law, including but not limited to the Consumer Rights Act 2015, the Data Protection Act 2018, UK GDPR, and the Companies Act 2006.

1. Definitions

• "Services" means all services offered by Gravitonic, including but not limited to: AI Agents, Managed AI Applications, Private AI Models, Edge AI and On-Device Logic, IoT Solutions and Connected Fleet Management, Embedded Systems and Hardware Engineering, Web Design and Development, SaaS Development and Management, eCommerce Solutions, Mobile and Native Application Development, Consulting Services (including AI Strategy, SaaS Product & Growth, Product Design & UX, IoT & Embedded Systems Strategy, Digital Marketing & Growth Advisory, eCommerce Strategy & Growth, Brand Strategy & Positioning, Mobile App Strategy, and Technology Stack & Architecture Audits), and any related hosting, maintenance, or support services.
• "Agreement" means these Terms and Conditions together with any Statement of Work, Project Proposal, or Service Agreement entered into between Gravitonic and the Client.
• "Client Content" means any text, images, audio files, video files, data, information, materials, or other content provided by the Client to Gravitonic for use in connection with the Services.
• "Deliverables" means any work product, code, software, design, documentation, or other materials created by Gravitonic in the course of providing the Services.
• "Intellectual Property Rights" or "IP Rights" means all intellectual property rights, including but not limited to patents, trademarks, service marks, trade names, domain names, copyrights, database rights, design rights, rights in computer software, know-how, trade secrets, and any other intellectual or proprietary rights recognized in any jurisdiction.
• "Background IP" means all Intellectual Property Rights owned by or licensed to Gravitonic prior to the commencement of the Services or developed independently of the Services.
• "Foreground IP" means all Intellectual Property Rights in the Deliverables created by Gravitonic in the course of providing the Services.
• "Third-Party Services" means any services, software, platforms, or tools provided by third parties that Gravitonic may use or integrate in the provision of Services.

2. Scope of Services

Gravitonic provides comprehensive digital transformation services, including:

• AI Services: Development, deployment, and management of AI Agents, Managed AI Applications, Private AI Models, Edge AI solutions, and on-device logic systems.
• IoT and Hardware: Connected fleet management, IoT solutions, embedded systems development, and industrial-grade hardware engineering.
• Software Development: Custom web applications, SaaS platforms, eCommerce solutions, mobile applications, and native applications.
• Design Services: Web design, UX/UI design, brand design, graphics, and print design.
• Consulting Services: Strategic consulting across AI strategy, product development, technology architecture, digital marketing, brand positioning, and operational transformation.
• Managed Services: Ongoing hosting, maintenance, support, and management of digital assets and systems.

The specific scope, deliverables, timelines, and fees for each engagement will be detailed in a separate Statement of Work or Project Proposal, which shall form part of this Agreement.

3. Client Responsibilities

The Client shall be responsible for:

• Providing accurate, complete, and timely Client Content, data, and information necessary for Gravitonic to perform the Services;
• Ensuring that all Client Content is free from any intellectual property rights violations and does not infringe upon the Intellectual Property Rights of any third party;
• Obtaining all necessary licenses, permissions, and consents required for Gravitonic to use the Client Content in providing the Services;
• Complying with all applicable laws, regulations, and industry standards in relation to the Client's business and use of the Services;
• Providing timely feedback, approvals, and decisions required for the progression of the Services;
• Ensuring that the Client's systems, networks, and infrastructure are compatible with the Services and meet any minimum technical requirements specified by Gravitonic;
• Paying all fees and expenses related to the Services in accordance with the payment terms outlined in Section 4;
• Maintaining the security and confidentiality of any access credentials, API keys, or authentication tokens provided by Gravitonic;
• Informing Gravitonic immediately of any changes to the Client's requirements, business circumstances, or technical environment that may affect the Services.

Any delays in the Client's performance of its responsibilities may result in delays to the Services and may incur additional charges. Gravitonic shall not be liable for any delays or additional costs arising from the Client's failure to meet its responsibilities under this Agreement.

4. Payment Terms

Unless otherwise agreed in writing, the Client shall pay for the Services as follows:

• A deposit of 30% of the total project fee shall be paid prior to the commencement of the Services. This deposit shall be non-refundable except as provided in Section 12 (Termination);
• Progress payments shall be made in accordance with the payment schedule set out in the Statement of Work or Project Proposal. Typically, payments are due upon completion of agreed milestones or on a monthly basis for ongoing services;
• The final balance shall be paid upon completion and acceptance of the Deliverables, or as otherwise specified in the Statement of Work;
• All fees are exclusive of VAT, which shall be charged at the applicable rate where required by law;
• Payment is due within 14 days of the date of invoice, unless otherwise specified;
• Late payments may incur interest at a rate of 8% per annum above the Bank of England base rate, calculated daily from the due date until payment is received in full, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998;
• Gravitonic reserves the right to suspend or terminate the Services in the event of non-payment or late payment, without prejudice to any other rights or remedies;
• All payments must be made in GBP (British Pounds Sterling) unless otherwise agreed.

5. Intellectual Property Rights

5.1 Background IP: Gravitonic retains all rights, title, and interest in and to its Background IP, including but not limited to proprietary frameworks, methodologies, tools, libraries, templates, and know-how. The Client is granted a non-exclusive, non-transferable license to use Gravitonic's Background IP solely in connection with the Deliverables and for the Client's internal business purposes.

5.2 Foreground IP - Custom Development: Subject to full payment of all fees due under this Agreement, Gravitonic hereby assigns to the Client all Intellectual Property Rights in the Foreground IP created specifically for the Client as part of the Deliverables. This assignment does not include:

• Any Background IP incorporated into the Deliverables;
• Any third-party software, libraries, or components used in the Deliverables;
• Any improvements, modifications, or enhancements to Gravitonic's Background IP;
• Any general methodologies, processes, or techniques developed by Gravitonic.

5.3 Client Content: The Client retains all Intellectual Property Rights in the Client Content. The Client grants Gravitonic a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and display the Client Content solely for the purpose of providing the Services.

5.4 Third-Party IP: The Deliverables may incorporate third-party software, libraries, or components subject to their own license terms. The Client's use of such third-party components is subject to compliance with the applicable third-party license terms, which Gravitonic will disclose to the Client.

5.5 Moral Rights: To the extent permitted by law, the Client waives all moral rights in the Deliverables that may be vested in Gravitonic or its personnel.

5.6 Portfolio Rights: Gravitonic retains the right to use the Deliverables (excluding confidential Client Content) for portfolio, marketing, and promotional purposes, unless otherwise agreed in writing.

6. Data Protection and Privacy

6.1 Compliance: Both parties shall comply with all applicable data protection laws, including the UK GDPR, the Data Protection Act 2018, and any applicable EU data protection laws.

6.2 Data Processing: Where Gravitonic processes personal data on behalf of the Client, Gravitonic shall:

• Process personal data only in accordance with the Client's documented instructions;
• Implement appropriate technical and organizational measures to ensure the security of personal data;
• Not transfer personal data outside the UK or EEA without appropriate safeguards, unless otherwise agreed;
• Assist the Client in responding to data subject requests and in ensuring compliance with data protection obligations;
• Return or delete personal data upon termination of the Services, unless required to retain it by law.

6.3 Data Sovereignty: Gravitonic operates from the United Kingdom and, where possible, processes and stores data within the UK or EEA to ensure data sovereignty and compliance with UK and EU data protection requirements. The Client acknowledges that certain Third-Party Services may process data outside the UK/EEA, and Gravitonic will inform the Client of such arrangements where applicable.

6.4 Privacy Policy: Gravitonic's Privacy Policy, available on our website, sets out how we collect, use, and protect personal data. By using our Services, the Client agrees to the terms of our Privacy Policy.

7. Confidentiality

7.1 Confidential Information: Each party shall maintain the confidentiality of all confidential information disclosed by the other party, including but not limited to business plans, financial information, technical data, Client Content, and proprietary methodologies.

7.2 Exceptions: The obligations of confidentiality shall not apply to information that:

• Is or becomes publicly available through no breach of this Agreement;
• Was already known to the receiving party prior to disclosure;
• Is independently developed by the receiving party without use of the confidential information;
• Is required to be disclosed by law, court order, or regulatory authority, provided that the disclosing party gives reasonable notice to the other party (where permitted by law).

7.3 Duration: The obligations of confidentiality shall survive termination of this Agreement and shall continue for a period of five (5) years from the date of termination, except for trade secrets, which shall remain confidential indefinitely.

8. Warranties and Disclaimers

8.1 Gravitonic Warranties: Gravitonic warrants that:

• The Services will be performed with reasonable skill and care, in accordance with industry standards;
• The Deliverables will substantially conform to the specifications agreed in the Statement of Work;
• Gravitonic has the right to provide the Services and grant the licenses set forth in this Agreement;
• The Services will not knowingly infringe the Intellectual Property Rights of any third party.

8.2 Client Warranties: The Client warrants that:

• It has the full power and authority to enter into this Agreement;
• The Client Content does not infringe any Intellectual Property Rights or violate any laws;
• It has obtained all necessary consents and licenses for Gravitonic to use the Client Content;
• It will use the Deliverables in compliance with all applicable laws and regulations.

8.3 Disclaimers: Except as expressly set forth in this Agreement, Gravitonic makes no warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. Gravitonic does not warrant that the Services will be uninterrupted, error-free, or completely secure. The Client acknowledges that:

• AI and machine learning systems may produce unexpected results and require ongoing monitoring and adjustment;
• IoT and hardware systems are subject to environmental factors, network conditions, and third-party dependencies beyond Gravitonic's control;
• The performance of software and systems depends on various factors including hardware, network conditions, and third-party services;
• Gravitonic cannot guarantee specific business outcomes, revenue increases, or performance metrics resulting from the Services.

9. Limitation of Liability

9.1 Exclusion of Certain Liabilities: Subject to Section 9.3, Gravitonic shall not be liable for:

• Any indirect, consequential, special, or punitive damages, including but not limited to loss of profits, revenue, business, data, goodwill, or reputation;
• Any loss or damage arising from the Client's use of the Services in a manner not authorized by this Agreement;
• Any loss or damage arising from the Client's failure to comply with its obligations under this Agreement;
• Any loss or damage arising from Third-Party Services, including but not limited to cloud hosting providers, payment processors, or API services;
• Any loss or damage arising from force majeure events, cyber attacks, or security breaches beyond Gravitonic's reasonable control.

9.2 Cap on Liability: Subject to Section 9.3, Gravitonic's total liability to the Client under this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total amount paid by the Client to Gravitonic under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

9.3 Exceptions: Nothing in this Agreement shall limit or exclude Gravitonic's liability for:

• Death or personal injury caused by negligence;
• Fraud or fraudulent misrepresentation;
• Any liability that cannot be excluded or limited under English law, including under the Consumer Rights Act 2015 where applicable.

10. Indemnification

10.1 Client Indemnification: The Client shall indemnify, defend, and hold harmless Gravitonic, its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from:

• The Client's use of the Services or Deliverables in violation of this Agreement or applicable law;
• Any claim that the Client Content infringes the Intellectual Property Rights or other rights of any third party;
• The Client's breach of any warranty or obligation under this Agreement.

10.2 Gravitonic Indemnification: Gravitonic shall indemnify, defend, and hold harmless the Client from and against any claims that the Deliverables (excluding Client Content and Third-Party Services) infringe the Intellectual Property Rights of any third party, provided that:

• The Client notifies Gravitonic promptly in writing of any such claim;
• Gravitonic has sole control over the defense and settlement of such claim;
• The Client provides reasonable assistance in the defense of such claim.

If the Deliverables become, or in Gravitonic's opinion are likely to become, the subject of an infringement claim, Gravitonic may, at its option and expense, either: (a) procure for the Client the right to continue using the Deliverables; (b) modify the Deliverables to make them non-infringing; or (c) terminate this Agreement and refund the fees paid by the Client for the infringing Deliverables.

11. Third-Party Services

The Services may integrate with or depend on Third-Party Services, including but not limited to cloud hosting providers, payment processors, API services, content management systems, and software libraries. The Client acknowledges that:

• Gravitonic does not control Third-Party Services and is not responsible for their availability, performance, or terms of service;
• The Client's use of Third-Party Services is subject to the applicable third-party terms and conditions, which the Client must accept separately;
• Gravitonic may pass through third-party fees and charges to the Client, which will be disclosed in advance;
• Gravitonic is not liable for any issues, outages, or changes to Third-Party Services that affect the Deliverables;
• If a Third-Party Service becomes unavailable or changes its terms in a manner that affects the Services, Gravitonic will use reasonable efforts to find an alternative solution, which may require additional fees.

12. Termination

12.1 Termination for Convenience: Either party may terminate this Agreement for convenience by giving thirty (30) days' written notice to the other party, provided that:

• The Client shall pay all fees due for Services performed up to the date of termination;
• If termination occurs before completion of a project, the Client shall pay for all work completed and all costs incurred, including any non-cancellable commitments made by Gravitonic on the Client's behalf;
• The deposit paid by the Client is non-refundable except where Gravitonic terminates without cause, in which case a pro-rata refund may be provided.

12.2 Termination for Cause: Either party may terminate this Agreement immediately upon written notice if:

• The other party materially breaches this Agreement and fails to remedy such breach within fourteen (14) days of written notice;
• The other party becomes insolvent, enters into administration, receivership, or liquidation, or ceases to carry on business.

12.3 Effect of Termination: Upon termination:

• All rights and licenses granted under this Agreement shall terminate, except as expressly provided otherwise;
• Each party shall return or destroy all confidential information of the other party, except as required by law;
• Gravitonic may suspend or terminate access to any hosted services or systems;
• Sections 5 (Intellectual Property Rights), 6 (Data Protection), 7 (Confidentiality), 9 (Limitation of Liability), 10 (Indemnification), and 15 (Governing Law) shall survive termination.

13. Force Majeure

Neither party shall be liable for any failure or delay in performance under this Agreement due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, pandemics, government actions, natural disasters, cyber attacks, internet or telecommunications failures, or the failure of Third-Party Services. The affected party shall notify the other party promptly and use reasonable efforts to mitigate the effects of such circumstances. If such circumstances continue for more than thirty (30) days, either party may terminate this Agreement upon written notice.

14. Dispute Resolution

14.1 Good Faith Negotiation: The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through direct negotiation between senior representatives of each party.

14.2 Mediation: If the dispute cannot be resolved through negotiation within thirty (30) days, either party may refer the dispute to mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure, or such other mediation procedure as the parties may agree.

14.3 Jurisdiction: Subject to Section 14.2, any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.

15. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter.

16. General Provisions

16.1 Entire Agreement: This Agreement, together with any Statement of Work or Project Proposal, constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and communications, whether written or oral, relating to the subject matter hereof.

16.2 Amendments: This Agreement may only be amended by written agreement signed by both parties. Gravitonic may update these Terms from time to time, and will notify the Client of material changes. Continued use of the Services after such notification constitutes acceptance of the amended Terms.

16.3 Assignment: The Client may not assign or transfer this Agreement or any rights or obligations hereunder without Gravitonic's prior written consent. Gravitonic may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of assets.

16.4 Severability: If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

16.5 Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. A waiver of any breach shall not constitute a waiver of any subsequent breach.

16.6 Notices: All notices under this Agreement must be in writing and delivered to the addresses specified in Section 18 (Contact Information) or such other address as a party may specify in writing.

16.7 Relationship: Nothing in this Agreement shall create a partnership, joint venture, or agency relationship between the parties. Gravitonic is an independent contractor.

16.8 Consumer Rights: If the Client is a consumer (as defined by the Consumer Rights Act 2015), nothing in this Agreement shall affect the Client's statutory rights. The Client may have additional rights under consumer protection legislation that cannot be excluded or limited.

17. Effective Date

These Terms are effective as of 05.01.2024 and apply to all Services provided on or after that date. Previous versions of these Terms may apply to Services provided before that date.

18. Contact Information