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Terms and Conditions of Service

Last Updated: June 25, 2025

This document outlines the standard terms and conditions governing the provision of professional services, software, and integrated solutions (“Services”) by AI Code (“the Company”) to its clients (“the Client”). These terms form an integral part of any proposal, statement of work, or contract agreed upon between the Company and the Client.

 1. Scope of Services & Proposals

All Services provided by AI Code are detailed in a separate Proposal or Statement of Work (SOW). Each SOW will specify the project objectives, scope, deliverables, timelines, and associated fees. The Services will be performed in a professional manner consistent with industry standards.

2. Fees & Payment Terms

  • Payment terms are specified on each invoice and are due upon receipt, unless a different payment schedule is mutually agreed upon in the SOW.
  • In case of late payment, the Company reserves the right to suspend the provision of Services and to charge interest on the overdue amount at a rate of % per month, or the highest rate permissible by law.
  • All fees are exclusive of any applicable taxes (such as VAT, sales tax, etc.), which will be added to the invoice as required by law. Any withholding taxes mandated by the Client’s local jurisdiction are the sole responsibility of the Client. The full invoiced amount is payable to the Company.

3. Intellectual Property

  • Pre-existing IP: Each party retains exclusive ownership of its pre-existing intellectual property, including methodologies, software, know-how, and trade secrets.
  • Deliverables: Upon full and final payment, the Client is granted a non-exclusive, perpetual, royalty-free license to use the specific deliverables created by the Company for the Client's internal business purposes, as outlined in the SOW.
  • Company IP: The Company retains ownership of all its underlying tools, technologies, AI models, frameworks, and software used to provide the Services.

4. Confidentiality

Both parties agree to maintain the confidentiality of all proprietary information (“Confidential Information”) disclosed during the engagement. This includes business processes, technical data, strategic plans, and any information not publicly known. Neither party shall disclose Confidential Information to any third party without prior written consent, except as required by law.

5. Limitation of Liability & Disclaimer of Warranties

  • AI Code undertakes to perform its Services with the highest degree of professionalism and diligence. However, our obligations are for means and not for results, particularly given the complex and evolving nature of AI and technology solutions.
  • The Company's total liability for any claims arising from the Services, whether in contract or tort, shall not exceed the total fees paid by the Client to the Company for the specific SOW from which the claim arises.
  • Under no circumstances shall the Company be liable for any indirect, incidental, or consequential damages, including loss of profits or data.

6. Term & Termination

Either party may terminate a project or the service agreement by providing 30 days' written notice to the other party. In the event of termination, the Client agrees to pay for all Services performed and expenses incurred up to the effective date of termination.

7. Governing Law & Jurisdiction

All contractual relations between the Company and the Client shall be governed by and construed in accordance with the laws of the Russian Federation, without regard to its conflict of law principles. Any disputes shall be resolved in the competent courts of Moscow.