Terms and Conditions

In these terms, the following definitions apply. “Clinton AI”, “we”, “us”, and “our” mean Clinton AI Ltd, a private limited company incorporated in England and Wales under company number 17055092. “Client”, “you”, and “your” mean the legal entity that accepts a Proposal or engages us for Services. “Proposal” means a written proposal issued by us setting out the scope, deliverables, timeline, and fixed price of a specific engagement. “Services” means the professional services described in a Proposal. “Deliverables” means the tangible outputs to be produced in the course of the Services. “Client Materials” means any materials, data, documentation, credentials, or access supplied by you to enable us to perform the Services. “Fees” means the amounts payable by you to us as set out in the Proposal.

We supply Services on the basis of a Proposal that has been accepted by you in writing (including by reply email). A Proposal, once accepted, together with these terms, forms a binding contract between Clinton AI and the Client (the “Contract”). In the event of conflict between a Proposal and these terms, the Proposal prevails to the extent of the conflict.

Our engagements are fixed scope and fixed price. Any change to the scope, deliverables, or timeline after acceptance shall be made only by mutual agreement in writing, and may result in a written change order adjusting the Fees and schedule on a pro-rata basis.

We shall provide the Services with reasonable care and skill, consistent with the standards expected of a competent provider of AI engineering and consulting services. We shall use engineers of appropriate experience and shall supervise their work.

Except where expressly stated in a Proposal, our obligations are obligations of reasonable effort and not fixed results. In particular, we do not warrant the commercial outcomes that may follow your use of a Deliverable, since those outcomes depend on factors beyond our control.

You shall co-operate with us in all matters relating to the Services, including providing us with Client Materials, access, and decisions in a timely manner. You shall ensure that any Client Materials you supply are accurate, complete, and lawful, and that you have the right to provide them to us for the purposes of the Contract.

Where the Services depend on third-party systems or accounts (for example cloud infrastructure, identity providers, CRMs, or AI APIs), you shall procure and maintain the necessary accounts, licences, and credentials at your cost. Where credentials are shared with us, you shall ensure they are scoped to the minimum privileges required and rotated promptly after handover.

Delay on your side in providing Client Materials, access, or approvals may cause corresponding delay to the Services; we shall not be liable for such delay and may adjust the timeline in the Proposal accordingly.

The Fees for each engagement are set out in the Proposal and are expressed exclusive of VAT, which shall be charged at the prevailing rate where applicable. Fees are typically structured as two or three milestone payments tied to named deliverables or dates. The final milestone shall not be less than 20% of the total Fee.

Invoices are issued by us on reaching each milestone or, for retainers, on the first business day of each month. Invoices are payable by the due date stated on the invoice, which shall be no later than seven days from the invoice date unless otherwise agreed.

Payment shall be made in pounds sterling (GBP) unless a different currency is stated on the invoice. Accepted methods are card payment, Apple Pay, Google Pay, and UK Bacs or Faster Payments direct bank transfer, each processed through our payment provider. We do not hold card details on our own systems.

If a sum payable under the Contract is not paid on the due date, we may, without prejudice to any other right or remedy: (a) charge interest on the overdue amount at the rate of 4% per annum above the Bank of England’s base rate, accruing daily from the due date until the date of actual payment; and (b) suspend the Services on seven days’ written notice until payment is received.

All Fees quoted in Proposals are valid for 30 days from the date of issue unless stated otherwise.

Subject to payment in full of all Fees due under the Contract, and except where a Proposal expressly states otherwise, we assign to you all intellectual property rights in the Deliverables we produce specifically for the engagement, including the source code written for that engagement and the documentation supplied at handover.

You acknowledge and agree that the Deliverables will be built on and will incorporate: (a) open-source software components, which remain subject to their respective licences; (b) third-party APIs and services we integrate into the Deliverables, which remain subject to their respective terms; and (c) our pre-existing tools, libraries, patterns, templates, and know-how (“Our Background IP”). Our Background IP is not transferred; we grant you a non-exclusive, royalty-free, worldwide, perpetual licence to use Our Background IP solely to the extent it is embedded in the Deliverables and solely for your internal business purposes.

We may retain anonymised, aggregated, or de-identified learnings from the engagement (for example architectural patterns and lessons) for our own use. We shall not publish or disclose any information that identifies you without your prior written consent.

Each party shall keep in strict confidence all technical or commercial information of the other party, or of its clients, suppliers, or employees, which it has obtained through the Contract or which is of a confidential nature and has been disclosed to it by the other party, and shall restrict disclosure to those of its employees, agents, or sub-contractors who need to know the same for the purpose of discharging its obligations under the Contract.

The obligation in this section does not apply to information which is in or enters the public domain other than through a breach of this section; was known to the receiving party before the disclosure; is lawfully obtained from a third party who is free to disclose it; or is required to be disclosed by law, by a court of competent jurisdiction, or by a regulatory authority.

This section shall survive termination of the Contract for a period of three years.

Each party shall comply with its respective obligations under the UK General Data Protection Regulation and the Data Protection Act 2018. Where, in performing the Services, we process personal data on your behalf, we shall do so only on your documented instructions and in accordance with a written data processing agreement that reflects the requirements of Article 28 UK GDPR.

Our general privacy practices are set out in the Privacy Policy. Any processor roles we take on in respect of a specific engagement shall be documented in a separate Data Processing Agreement at the point of engagement.

The Services involve the design, integration, and supply of artificial intelligence systems. You acknowledge that:

• outputs generated by large language models and similar systems may contain inaccuracies, hallucinations, or biases, and should not be relied upon as a substitute for professional judgement in safety-critical, legal, medical, or financial contexts;
• we design Deliverables with validation and guardrails appropriate to the use case described in the Proposal, but cannot guarantee that a Deliverable will be free of error or behave identically to human judgement in all circumstances;
• you are responsible for obtaining any consents, notices, and regulatory approvals required to deploy the Deliverables in your business, including under the UK GDPR, the EU AI Act where applicable, and sector-specific regulations;
• where the Deliverable interacts with end users, you remain the legal operator of that system and responsible for its conduct.

We warrant that the Services shall be performed with reasonable care and skill and that at handover the Deliverables shall materially conform to the specifications stated in the Proposal. If a Deliverable fails to so conform and you notify us in writing within 14 days of handover, we shall, at our option and as your sole and exclusive remedy, re-perform the relevant part of the Services or refund the portion of the Fee attributable to the non-conforming Deliverable.

Except as expressly set out in this section, all other warranties, conditions, and terms, whether express or implied by statute, common law, or otherwise, are excluded to the fullest extent permitted by law.

Nothing in the Contract limits or excludes our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be limited or excluded by law.

Subject to the foregoing, our total aggregate liability to you under or in connection with the Contract, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, shall not exceed an amount equal to the total Fees paid by you to us in the 12 months preceding the claim.

We shall not be liable for any loss of profits, loss of revenue, loss of business, loss of goodwill, loss of anticipated savings, loss of data, or any indirect, consequential, or special loss, however arising.

The Contract commences on your acceptance of the Proposal and continues until the Services have been completed in accordance with the Proposal and all Fees have been paid. Retainer engagements continue on a rolling monthly basis following an initial three-month term, terminable by either party on 30 days’ written notice given no earlier than the end of the initial term.

Either party may terminate the Contract immediately by written notice if the other party: (a) commits a material breach and fails to remedy it within 14 days of written notice requiring the breach to be remedied; (b) becomes insolvent, enters administration or liquidation, or ceases or threatens to cease carrying on business.

On termination, you shall pay all Fees accrued up to the date of termination, including for work in progress on any current milestone. Sections on confidentiality, intellectual property, limitation of liability, and governing law shall survive termination.

Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations if such delay or failure results from events beyond its reasonable control, including without limitation acts of God, war, terrorism, pandemic, interruption of utilities or internet services, or failure of third-party services on which performance depends. The affected party shall notify the other in writing of the cause and expected duration.

Throughout the engagement and for a period of 12 months after its conclusion, neither party shall knowingly solicit or entice away any employee, contractor, or consultant of the other party who has been materially involved in the Services, save where that person responds in good faith to a general public recruitment advertisement not targeted at the other party’s personnel.

No variation to the Contract shall be effective unless in writing and signed by or on behalf of each party.

A failure or delay by either party to enforce any provision of the Contract shall not constitute a waiver of that provision or of any other. A waiver shall be effective only in writing.

Notices served under the Contract shall be sent by email to the addresses stated on the Proposal or, in our case, to clinton@clintonai.co.uk. Notices are deemed received on the next business day following dispatch.

If any provision of the Contract is found by any court of competent jurisdiction to be illegal, invalid, or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remainder shall continue in full force and effect.

Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other.

A person who is not a party to the Contract shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

The Contract and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.