Terms & Conditions

1. Definitions

In these Terms and Conditions:

• "Service" refers to the AI development, consulting, and audit services provided by speectralsa.
• "Client" or "You" refers to the individual or organisation engaging our services.
• "We", "Us", or "Our" refers to speectralsa.
• "Agreement" refers to these Terms and Conditions together with any service-specific agreements or proposals.
• "Deliverables" refers to the work products specified in project proposals or statements of work.

2. Acceptance of Terms

By engaging our services, accessing our website, or entering into an agreement with us, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions. If you do not agree with any part of these terms, you should not use our services.

These terms constitute a binding legal agreement between you and speectralsa. You represent that you have the authority to enter into this agreement on behalf of your organisation if applicable.

3. Service Description

speectralsa provides artificial intelligence development and consulting services including but not limited to:

• Time series forecasting model development
• AI-enhanced search system design and implementation
• Responsible AI audits and governance assessments
• Related consulting and advisory services

Specific service scope, deliverables, timelines, and pricing are detailed in individual project proposals or statements of work. Services are provided on a project basis unless otherwise agreed in writing.

4. Client Responsibilities

Clients engaging our services agree to:

• Provide timely access to necessary data, systems, and personnel required for service delivery
• Ensure data quality and accuracy of information provided for analysis and model development
• Designate appropriate personnel with decision-making authority for project reviews and approvals
• Respond to requests for clarification or additional information within agreed timeframes
• Review deliverables and provide feedback within specified review periods
• Comply with all applicable laws and regulations in connection with service use
• Maintain confidentiality of proprietary methodologies and approaches shared during engagements

Failure to fulfil these responsibilities may impact project timelines and outcomes.

5. Payment Terms

Payment for services is governed by the following terms:

• Pricing: Service fees are specified in project proposals and are quoted in Singapore Dollars (SGD)
• Payment Schedule: Unless otherwise agreed, payment is structured as 50% upon project commencement and 50% upon delivery of final deliverables
• Payment Methods: We accept bank transfers and major corporate payment methods as specified in invoices
• Invoice Terms: Payment is due within 30 days of invoice date unless otherwise specified
• Late Payment: Late payments may incur interest at 1.5% per month or the maximum rate permitted by law, whichever is lower
• Disputed Charges: Notify us within 7 days of invoice receipt regarding any disputed charges

All fees are exclusive of applicable taxes. Clients are responsible for any taxes, duties, or levies imposed by governmental authorities.

6. Intellectual Property Rights

Our Intellectual Property: All methodologies, frameworks, tools, and pre-existing intellectual property used in delivering services remain our exclusive property. This includes our general approaches to AI development, audit frameworks, and proprietary tools.

Deliverables: Upon full payment, clients receive a non-exclusive, non-transferable licence to use deliverables for their internal business purposes. This licence does not include the right to modify, reverse engineer, or commercialise deliverables without prior written agreement.

Client Data: Clients retain all ownership rights to data provided to us. We use client data solely for the purpose of delivering contracted services.

Work Product: Custom models, code, and documentation developed specifically for a client project become client property upon full payment, subject to our retention of underlying methodologies and general approaches.

7. Confidentiality

Both parties agree to maintain confidentiality of proprietary and confidential information disclosed during the engagement. This obligation includes:

• Not disclosing confidential information to third parties without prior written consent
• Using confidential information solely for purposes of the engagement
• Implementing reasonable security measures to protect confidential information
• Returning or destroying confidential information upon request after engagement completion

Confidentiality obligations survive termination of the agreement for a period of 5 years. Exceptions apply for information that is publicly available, independently developed, or required to be disclosed by law.

8. Warranties and Disclaimers

Our Warranties: We warrant that services will be performed in a professional manner consistent with industry standards. We warrant that deliverables will substantially conform to specifications outlined in project proposals.

Disclaimer: Except as expressly stated, services are provided "as is" without warranties of any kind, either express or implied. We do not warrant that:

• AI models will achieve specific performance metrics in all circumstances
• Systems will be error-free or operate without interruption
• Results will meet specific business objectives or financial targets
• AI systems will perform identically across different data sets or time periods

AI systems inherently involve uncertainties and limitations. Performance depends on data quality, deployment context, and ongoing maintenance.

9. Limitation of Liability

To the maximum extent permitted by Singapore law:

• Our total liability for any claim arising from services shall not exceed the fees paid by the client for the specific project giving rise to the claim
• We shall not be liable for indirect, consequential, incidental, special, or punitive damages including lost profits, lost revenue, or business interruption
• We shall not be liable for damages arising from client's use or inability to use deliverables, decisions made based on AI outputs, or integration of deliverables with other systems
• Liability limitations apply regardless of the form of action, whether in contract, tort, negligence, or otherwise

These limitations do not apply to liability that cannot be excluded or limited by law, such as liability for fraud or wilful misconduct.

10. Indemnification

Clients agree to indemnify and hold harmless speectralsa, its officers, employees, and contractors from claims, damages, losses, and expenses (including reasonable legal fees) arising from:

• Client's use of deliverables in violation of these terms
• Client's violation of applicable laws or regulations
• Inaccurate or misleading information provided by client
• Client's modification of deliverables without our approval
• Third-party claims based on client's deployment or use of AI systems

11. Termination

By Client: Clients may terminate projects with 14 days written notice. Upon termination, client remains responsible for payment of fees for work completed and reasonable wind-down costs.

By Us: We may terminate engagements if client materially breaches these terms and fails to cure within 14 days of notice, or if circumstances make continued performance impractical.

Effect of Termination: Upon termination, we will deliver work completed to date, client will pay outstanding fees, and both parties will return confidential information. Provisions regarding confidentiality, intellectual property, and limitation of liability survive termination.

12. Force Majeure

Neither party shall be liable for failure to perform obligations due to circumstances beyond reasonable control including natural disasters, pandemics, government actions, telecommunications failures, or other force majeure events. Affected party will provide prompt notice and make reasonable efforts to mitigate impact.

13. Dispute Resolution

Governing Law: These terms are governed by the laws of Singapore.

Jurisdiction: Parties submit to the exclusive jurisdiction of Singapore courts.

Informal Resolution: Before initiating formal proceedings, parties agree to attempt good faith resolution through direct negotiation for 30 days.

Mediation: If negotiation fails, parties may pursue mediation through the Singapore Mediation Centre before resorting to litigation.

14. General Provisions

Entire Agreement: These terms, together with project proposals and statements of work, constitute the entire agreement between parties and supersede prior understandings.

Amendments: We may update these terms periodically. Material changes will be communicated to active clients. Continued engagement after changes constitutes acceptance.

Severability: If any provision is found invalid or unenforceable, remaining provisions continue in full effect.

No Waiver: Failure to enforce any provision does not constitute waiver of future enforcement.

Assignment: Clients may not assign rights or obligations without our written consent. We may assign to affiliates or in connection with business transfers.

15. Contact Information

For questions regarding these terms or our services, please contact:

• Email: [email protected]
• Address: speectralsa, 1 George Street, #10-01, One George Street, Singapore 049145
• Phone: +65 6395 1847