These terms are a starting point drafted for a services business. They are not legal advice. Have a qualified lawyer in your jurisdiction review and adapt them before relying on them.
Who these terms cover
These terms govern engagements between Invarworks LLC ("we", "us") and the client named in a signed statement of work ("you"). Where a signed statement of work, master services agreement, or data processing agreement conflicts with these terms, that document controls.
Engagements and scope
Each engagement is defined by a written statement of work setting out the deliverables, the timeline, the fee, and the assumptions the estimate depends on. Work outside that scope is not implied by these terms and requires a written change to the statement of work, agreed by both parties before it begins.
Where an estimate depends on stated assumptions — access to systems, availability of a decision-maker, provision of test data — and those assumptions do not hold, we will tell you promptly and propose a revised timeline or scope.
Fees and payment
Fees are fixed per engagement and stated in the statement of work. Unless agreed otherwise, fifty percent is invoiced on signature and the balance on delivery. Recurring operations fees are invoiced monthly in advance.
Invoices are due within fifteen days. We may suspend work on overdue accounts after written notice. Fees exclude taxes and any third-party costs you incur directly, including model provider, hosting, and software licence charges.
Intellectual property
On payment in full for the relevant engagement, all deliverables we create for you under it — source code, configuration, documentation, and evaluation data — are yours.
We retain ownership of the general knowledge, methods, and reusable tooling we bring to the work or develop independently of it, and nothing here restricts our right to use that in other engagements. Where such tooling is embedded in your deliverables, we grant you a perpetual, worldwide, royalty-free licence to use, modify, and distribute it as part of those deliverables.
Your materials and access
You retain ownership of everything you provide to us. You grant us the access and licences we reasonably need to perform the engagement, and you confirm you have the right to grant them.
You are responsible for the accuracy of the data you supply and for obtaining any consents required before sharing personal data with us.
Confidentiality
Each party will keep the other's confidential information in confidence, use it only for the engagement, and protect it with at least reasonable care. This obligation survives termination by three years, and indefinitely for anything that constitutes a trade secret.
Operations services and service levels
Where we operate software on your behalf, the applicable service levels, coverage hours, and escalation paths are set out in the statement of work. Service levels apply only to components we operate. They do not extend to third-party services, your own infrastructure, or model provider availability.
Nature of AI systems
You acknowledge that systems built on machine learning models produce probabilistic output and can be wrong. We design the exception paths, evaluation suites, and human review steps described in the statement of work to manage this.
You agree not to deploy deliverables for uses where an incorrect output could cause death, personal injury, or comparable harm without independent professional review.
Warranties and disclaimer
We warrant that we will perform the services with reasonable skill and care, consistent with professional standards. For thirty days after delivery we will correct defects in the deliverables at no charge, where the defect is a failure to meet the written statement of work.
Except as stated above, deliverables are provided without further warranty of any kind, express or implied, including any implied warranty of merchantability or fitness for a particular purpose.
Limitation of liability
Neither party is liable for indirect, incidental, special, or consequential loss, or for loss of profits, revenue, data, or business opportunity, however caused.
Our total aggregate liability arising out of or relating to an engagement is limited to the fees you paid us under that engagement in the twelve months preceding the event giving rise to the claim. Nothing in these terms excludes liability that cannot lawfully be excluded.
Term and termination
Project engagements end on delivery and acceptance. Operations engagements continue monthly until either party gives thirty days' written notice.
Either party may terminate immediately for material breach that is not cured within fifteen days of written notice. On termination you pay for work performed up to that date, and we will hand over deliverables, documentation, and credentials for the work you have paid for.
Non-solicitation
During an engagement and for twelve months afterwards, neither party will knowingly solicit the other's personnel who were directly involved in it. General advertising not targeted at those individuals is not a breach.
Governing law
These terms are governed by the laws of the State of Delaware, United States, without regard to its conflict of laws rules. The parties submit to the exclusive jurisdiction of the courts located in that state.
Changes
We may update these terms for future engagements. The terms in force when your statement of work was signed continue to govern that engagement.
Contact
Questions about these terms: hello@invarworks.com