Terms, payment & confidentiality

AIVANCE provides AI product development, AI copilot system design and deployment, AI transformation consulting and implementation, product acceleration engineering, advisory services, and related professional services as described in each Statement of Work.

The specific scope of each engagement is governed by the Statement of Work executed for that engagement. In the event of any conflict between this Agreement and a Statement of Work, the Statement of Work shall prevail in respect of the specific engagement, and this Agreement shall prevail in respect of all general commercial terms unless the Statement of Work expressly overrides a specific clause.

Any change to the agreed scope of a Statement of Work must be requested in writing by the Client and agreed in writing by AIVANCE prior to implementation. AIVANCE reserves the right to assess the impact of any scope change on timeline, cost, and resource allocation, and to adjust fees accordingly. Verbal instructions to proceed with out-of-scope work do not constitute a binding change unless confirmed in writing by a senior AIVANCE advisor.

Complimentary strategy sessions offered by AIVANCE constitute a preliminary advisory interaction and do not constitute a binding engagement, deliverable commitment, or guarantee of any specific outcome. Advice provided in strategy sessions is given in good faith on the basis of information provided by the Client at the time of the session.

Project-based engagements are governed by a Statement of Work that defines a fixed scope, agreed deliverables, a structured timeline, and a total project fee. AIVANCE will deliver the agreed scope within the agreed timeline, subject to timely provision of Client materials, approvals, access, and feedback as required. Fixed scope does not mean fixed timeline where Client delays occur — AIVANCE will communicate timeline adjustments arising from Client-side delays in writing.

Where an engagement is structured around milestones, each milestone represents a defined stage of delivery. Payment for each milestone becomes due upon AIVANCE's written notification that the milestone has been completed, irrespective of whether the Client has formally approved or tested the milestone deliverable within the review period (as defined in clause 3.2(a)).

(a) Milestone Review Period: The Client shall have seven (7) calendar days from AIVANCE's written milestone completion notification to raise any material defects in writing. If no written objection is received within this period, the milestone shall be deemed accepted and payment shall become immediately due.

(b) Disputed Milestones: Where a Client raises a written objection within the review period, AIVANCE shall assess the objection within five (5) business days and either remedy the identified defect or provide a written response. Objections must be specific and material — objections of a general, aesthetic, or preferential nature that do not constitute non-delivery of the agreed scope shall not constitute grounds for withholding payment.

Retainer engagements involve the provision of agreed services over a recurring period (typically monthly) in exchange for a fixed periodic fee. Retainer fees are payable in advance at the beginning of each period. Unused retainer time or capacity does not roll over to subsequent periods unless expressly agreed in writing. Retainer engagements may be terminated by either party with thirty (30) calendar days' written notice, subject to payment of all fees accrued to the date of termination.

Paid advisory sessions are billed at AIVANCE's then-current advisory rate as specified in the relevant Statement of Work or booking confirmation. Sessions are non-transferable. Sessions cancelled by the Client with less than 24 hours' notice may be charged at 50% of the session fee. Sessions cancelled by AIVANCE with less than 24 hours' notice will be rescheduled at the Client's convenience at no additional charge.

Where AIVANCE agrees to provide services on a white-label basis (for onward delivery to a Reseller's own clients), the following additional terms apply:

• The Reseller assumes full responsibility for the end-client relationship, including all contractual obligations, representations made to end-clients, and compliance with applicable laws in the end-client's jurisdiction.
• AIVANCE's liability to the Reseller shall not exceed the fees paid to AIVANCE under the relevant Statement of Work, regardless of any claims made by end-clients against the Reseller.
• The Reseller may not represent AIVANCE's proprietary methodologies, frameworks, or tools as their own intellectual property.
• White-label arrangements require a separate White-Label Agreement to be executed prior to commencement. These Terms apply to the commercial relationship between AIVANCE and the Reseller only.
• AIVANCE reserves the right to terminate a white-label arrangement with immediate effect if the Reseller's conduct is found to damage AIVANCE's reputation, violate applicable laws, or breach any term of the White-Label Agreement.

The Client shall provide AIVANCE with timely access to all information, data, systems, personnel, approvals, and materials reasonably required for the performance of services. The Client acknowledges that delays in providing required inputs may result in corresponding delays in delivery, for which AIVANCE shall bear no liability.

The Client warrants that all information, data, and materials provided to AIVANCE are accurate, complete, and lawfully held. AIVANCE relies on Client-provided information in good faith and is not responsible for outcomes attributable to inaccurate or incomplete Client inputs.

The Client shall designate a named point of contact with authority to approve deliverables, provide feedback, and make decisions on behalf of the Client organisation. Instructions received from non-authorised personnel may be declined by AIVANCE without liability.

The Client shall not use AIVANCE's services, deliverables, or systems for any unlawful purpose, including but not limited to the development of systems intended to discriminate unlawfully, violate privacy regulations, facilitate fraud, or cause harm to any individual or group. AIVANCE reserves the right to terminate any engagement immediately and without refund where unlawful use is identified or reasonably suspected.

All intellectual property owned or developed by AIVANCE prior to or independently of any engagement — including but not limited to AIVANCE's proprietary methodologies, frameworks, tools, templates, reusable code libraries, AI model architectures, and training approaches — remains the exclusive property of AIVANCE. No engagement transfers ownership of AIVANCE's pre-existing IP to the Client.

All intellectual property owned by the Client prior to or independently of the engagement — including Client data, brand assets, existing systems, and proprietary business processes — remains the exclusive property of the Client. AIVANCE acquires no rights to Client IP by virtue of this Agreement.

Subject to receipt of all fees due under the relevant Statement of Work, AIVANCE assigns to the Client all right, title, and interest in the specific Deliverables created exclusively for that Client engagement. This assignment does not extend to AIVANCE's pre-existing IP incorporated into the Deliverables, for which AIVANCE grants the Client a perpetual, non-exclusive, royalty-free licence to use within the scope of the engagement.

Unless the Client expressly objects in writing prior to project commencement, AIVANCE reserves the right to reference the engagement type, sector, and quantitative outcomes (without disclosing the Client's identity or confidential details) in AIVANCE's portfolio, case studies, marketing materials, and business development activities. Client identity will not be disclosed in any marketing material without the Client's prior written consent.

AIVANCE warrants that: (a) it has the right to enter into this Agreement; (b) the services will be performed with reasonable skill and care by appropriately qualified personnel; (c) Deliverables will substantially conform to the specifications set out in the relevant Statement of Work at the time of delivery.

AIVANCE does not warrant or guarantee any specific commercial outcome, revenue impact, operational improvement, or business result arising from the use of its Deliverables or services. AI systems are probabilistic by nature and performance may vary based on data quality, operating conditions, and factors outside AIVANCE's control. AIVANCE's obligation is to deliver to specification — not to guarantee commercial outcomes.

To the fullest extent permitted by applicable law, AIVANCE's total aggregate liability to the Client under or in connection with this Agreement — whether in contract, tort (including negligence), breach of statutory duty, or otherwise — shall not exceed the total fees paid by the Client to AIVANCE under the relevant Statement of Work in the twelve (12) months preceding the event giving rise to the claim.

Neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of revenue, loss of data, or loss of business opportunity, arising out of or in connection with this Agreement, even if advised of the possibility of such damages.

Either party may terminate a project-based or retainer engagement by providing thirty (30) calendar days' written notice to the other party. Upon termination for convenience: (a) all fees accrued to the date of termination become immediately due and payable; (b) AIVANCE shall deliver all Deliverables completed to the date of termination, subject to receipt of all outstanding payments; (c) work in progress at the date of termination shall be invoiced on a pro-rata basis at AIVANCE's then-current daily rate.

Either party may terminate this Agreement or any Statement of Work with immediate effect by written notice if the other party: (a) commits a material breach that is incapable of remedy; (b) commits a material breach and fails to remedy it within fourteen (14) calendar days of written notice; (c) becomes insolvent, enters into administration, or ceases trading; or (d) engages in fraudulent, unlawful, or grossly negligent conduct.

Termination of any engagement shall not affect the accrued rights, liabilities, or obligations of either party as at the date of termination. Clauses 5 (Intellectual Property), 15–18 (Confidentiality), 6.3–6.4 (Limitation of Liability), 19 (Governing Law), and 20 (Dispute Resolution) shall survive termination indefinitely.

Unless otherwise agreed in the Statement of Work, all project-based engagements follow the milestone payment structure below. This structure protects the Client's investment while ensuring AIVANCE is compensated for work delivered at each stage.

Retainer fees are payable in advance on the first business day of each engagement period (monthly, quarterly, or as agreed). Where a retainer commences mid-period, the fee for the partial first period shall be pro-rated and invoiced immediately upon SOW signing. AIVANCE reserves the right to suspend services during any period in which a retainer fee remains outstanding beyond its due date.

Paid advisory sessions are invoiced upon booking confirmation and must be paid prior to the session date. Complimentary strategy sessions are not subject to payment terms.

White-label arrangements are invoiced directly to the Reseller entity. The Reseller is solely responsible for payment regardless of whether the Reseller has received payment from its end-client. AIVANCE's payment obligation is to the Reseller — not to the end-client — and the end-client relationship is entirely outside AIVANCE's commercial scope.

AIVANCE will issue invoices electronically to the Client's designated billing email address. Invoices will specify: the engagement name, milestone or period covered, amount due, payment due date, accepted payment methods, and applicable bank or payment details.

Unless otherwise specified in the Statement of Work, all invoices are due and payable within fourteen (14) calendar days of the invoice date. For commencement milestones, payment is due prior to project kick-off and work will not begin until payment is received.

Invoices are issued in the currency agreed in the Statement of Work. Unless otherwise agreed: India-based clients are invoiced in Indian Rupees (INR); international clients are invoiced in United States Dollars (USD) or British Pounds (GBP) as agreed. Currency fluctuation is for the Client's account — AIVANCE's invoiced amount is fixed in the agreed currency.

All fees quoted by AIVANCE are exclusive of applicable taxes. For Indian clients, Goods and Services Tax (GST) will be applied at the prevailing rate. International clients are responsible for any withholding tax, VAT, sales tax, or other tax obligations applicable in their jurisdiction. Where a Client is required by law to withhold tax, the Client shall gross up the payment such that AIVANCE receives the full invoiced amount net of withholding.

• Bank transfer / wire transfer (SWIFT/IBAN for international; NEFT/RTGS/IMPS for India)
• UPI (India-based clients, amounts up to INR 5,00,000 per transaction)
• Cheque (India-based clients only — subject to 5 business day clearing period)
• Online payment links (where provided by AIVANCE for specific invoices)

AIVANCE does not currently accept cryptocurrency as payment.

Where any invoice remains unpaid beyond its due date, AIVANCE reserves the right to charge interest on the outstanding amount at a rate of 2% per month (or the maximum rate permitted by applicable law, whichever is lower), calculated from the payment due date until the date of receipt of cleared funds. Interest accrues on a daily basis and is compounded monthly.

AIVANCE reserves the right to suspend all services, withhold Deliverables, and cease access to any AIVANCE-managed systems or environments where any invoice remains unpaid for more than seven (7) calendar days beyond its due date. AIVANCE will provide one written notice before suspension. Suspension does not constitute termination and does not relieve the Client of any payment obligation.

Where AIVANCE incurs costs in recovering overdue payments — including but not limited to legal fees, collection agency fees, or court filing costs — the Client shall reimburse AIVANCE for all such reasonable costs in full.

Where the Client disputes an invoice in good faith, the Client must notify AIVANCE in writing within five (5) business days of the invoice date, setting out the specific amount disputed and the grounds for the dispute. Failure to dispute within this period constitutes acceptance of the invoice in full.

Where only part of an invoice is disputed, the Client must pay the undisputed portion by the original due date. Withholding of the undisputed portion on the grounds of a partial dispute shall constitute a payment default under clause 10.

AIVANCE will respond to all invoice disputes in writing within five (5) business days. Where a dispute cannot be resolved between the parties within fifteen (15) business days of the dispute being raised, the matter shall be escalated to the dispute resolution process set out in clause 20.

A refund (in full or in part) may be considered in the following circumstances:

• AIVANCE material breach: Where AIVANCE fails to deliver a milestone that substantially conforms to the agreed specification, and fails to remedy the defect within the cure period specified in clause 3.2(b), the Client may be entitled to a refund of the payment made for that specific milestone.
• Termination for AIVANCE's cause: Where the Client terminates for AIVANCE's material breach under clause 7.2, any payment made for a milestone that has not been substantially delivered shall be refunded on a pro-rata basis.
• Commencement payment — project not started: Where a commencement payment has been made and AIVANCE has not yet begun any substantive work, a refund of up to 80% of the commencement payment may be issued. 20% is retained as an administrative and opportunity cost.
• Force Majeure: Where AIVANCE is unable to perform its obligations for a period exceeding sixty (60) consecutive days due to a Force Majeure Event, the Client may request a pro-rata refund of any prepaid fees attributable to the undelivered period.

Where a retainer engagement is terminated by the Client mid-period, AIVANCE will calculate the fees attributable to services actually delivered within that period. If the prepaid retainer fee exceeds the value of services delivered, AIVANCE will refund the difference, net of any administrative costs reasonably incurred. If services delivered exceed the prepaid amount, the Client shall pay the difference.

Advisory sessions cancelled by the Client with more than 24 hours' notice will receive a full refund or credit toward a future session. Sessions cancelled with less than 24 hours' notice may receive a 50% refund at AIVANCE's discretion. Sessions that have already taken place are not refundable.

All refund requests must be submitted in writing to hello@theaivance.com with the subject line "Refund Request — [Engagement Name]". The request must include: the engagement name, the specific amount requested, the grounds for the request, and any supporting documentation.

AIVANCE will acknowledge all refund requests within two (2) business days and provide a written decision within ten (10) business days of receipt of a complete request. Where additional information is required, the ten (10) day period begins from the date the additional information is received.

Where a refund is approved, AIVANCE will process payment within fourteen (14) business days of the written approval notice, via the same payment method used for the original payment where possible. Refunds are issued in the original invoice currency. AIVANCE is not responsible for any bank charges, currency conversion costs, or delays attributable to the Client's financial institution.

"Confidential Information" means all information, data, materials, and knowledge — in any form — disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with this Agreement, whether disclosed orally, in writing, electronically, or by any other means, and whether or not expressly marked as "confidential", including but not limited to:

• Business strategies, plans, projections, and financial information
• Technical architectures, AI model designs, training data, and system specifications
• Client and customer data, lists, and relationship information
• Proprietary methodologies, frameworks, tools, and software
• Pricing structures, commercial terms, and fee schedules
• Personnel information and organisational structures
• Product roadmaps, intellectual property in development, and research
• The existence, terms, and nature of this Agreement and any Statement of Work

The Receiving Party shall:

• Keep all Confidential Information strictly confidential and not disclose it to any third party without the prior written consent of the Disclosing Party;
• Use Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement;
• Apply the same degree of care to protecting Confidential Information as it applies to its own confidential information, and in any event no less than a reasonable degree of care;
• Restrict access to Confidential Information to those of its employees, contractors, and advisors who have a genuine need to know for the purposes of this Agreement, and who are bound by confidentiality obligations no less strict than those in this Agreement;
• Promptly notify the Disclosing Party in writing upon becoming aware of any actual or suspected unauthorised use, disclosure, or access to Confidential Information.

Confidentiality obligations shall continue for a period of five (5) years from the date of disclosure of the relevant information, or for the duration of the engagement if longer. Obligations with respect to trade secrets shall continue indefinitely for as long as the information remains a trade secret under applicable law.

Upon termination of this Agreement, or upon request by the Disclosing Party, the Receiving Party shall promptly return or destroy all Confidential Information in its possession or control, and certify in writing that it has done so. This obligation extends to all copies, extracts, and summaries in any form or medium.

During the term of any engagement and for a period of twelve (12) months thereafter, neither party shall directly solicit, recruit, or induce any employee, contractor, or advisor of the other party who was involved in the engagement to terminate their relationship with that party. This clause does not apply to general recruitment advertising not directed at the other party's personnel.

Each party shall comply with all applicable data protection and privacy laws in connection with its activities under this Agreement, including the Digital Personal Data Protection Act, 2023 (India), the General Data Protection Regulation (EU/UK) where applicable, and any other relevant local legislation.

Where the Client provides personal data to AIVANCE in connection with an engagement, the Client warrants that it has all necessary rights and consents to share that data with AIVANCE for the agreed purpose. AIVANCE will process Client personal data solely as directed by the Client and for the purposes of performing the engagement.

AIVANCE will not use Client data to train, fine-tune, or improve any AI model for any purpose other than the Client's specific engagement, without the Client's prior express written consent. This obligation survives termination of any engagement.

Where an engagement involves AIVANCE processing personal data on the Client's behalf as a data processor, the parties shall execute a separate Data Processing Agreement prior to any such processing. The terms of the Data Processing Agreement shall supplement this Agreement in respect of personal data handling.

In the event of any dispute arising out of or in connection with this Agreement, the parties shall first attempt to resolve the dispute through good faith negotiation between senior representatives of each party within fifteen (15) business days of the dispute being formally notified in writing.

Where negotiation fails to resolve the dispute within fifteen (15) business days, the parties shall attempt to resolve the dispute through mediation conducted by a mutually agreed mediator within thirty (30) days of the failure of negotiation. Costs of mediation shall be shared equally.

Where mediation is unsuccessful, any dispute shall be finally resolved by binding arbitration under the Arbitration and Conciliation Act 1996 (India), before a sole arbitrator appointed by mutual agreement. The seat of arbitration shall be Mumbai, India. The language of arbitration shall be English. The arbitrator's decision shall be final and binding.

Nothing in this clause 20 shall prevent either party from seeking urgent injunctive or equitable relief from a court of competent jurisdiction where necessary to prevent irreparable harm, including in relation to confidentiality breaches or intellectual property infringement.

AIVANCE may amend this Agreement at any time by publishing an updated version at theaivance.com. For existing engagements in progress at the time of amendment, the version of this Agreement in effect at the time of the relevant Statement of Work signing shall govern that engagement, unless both parties expressly agree in writing to adopt the updated version.

No failure or delay by either party to exercise any right or remedy under this Agreement shall constitute a waiver of that or any other right or remedy. No single or partial exercise of any right or remedy shall prevent any further or other exercise of that or any other right or remedy.

If any provision of this Agreement is found to be invalid, illegal, or unenforceable under applicable law, that provision shall be severed and the remaining provisions shall continue in full force and effect.