Terms of Service

These Terms of Service ("Terms") govern your access to and use of the website at sindra.ai (the "Site") and any design, development, advisory or related services provided by Sindra ("Sindra", "we", "us" or "our") (the "Services"). By accessing the Site or engaging us for Services you agree to be bound by these Terms. If you do not agree, do not use the Site or our Services.

1. About us

Sindra is an AI design and development studio. You can contact us at info@sindra.ai.

2. Use of the Site

The Site is provided for general information about Sindra and our work. You agree not to: (a) use the Site in a way that breaches any applicable law; (b) attempt to gain unauthorised access to the Site, its servers or related systems; (c) introduce viruses or other malicious code; or (d) scrape, frame, mirror or reverse engineer the Site.

3. Services and Statements of Work

The specific scope, deliverables, fees, timelines and assumptions for any engagement are set out in a written proposal, order form or Statement of Work ("SOW") signed by Sindra and the client. In the event of any conflict between an SOW and these Terms, the SOW prevails for the specific engagement.

Changes to scope are handled by written change order. Additional work outside the agreed scope may affect fees and timelines.

4. Client responsibilities

• Provide timely access to people, information, content, brand assets, accounts and approvals reasonably required to perform the Services.
• Ensure that materials provided to Sindra do not infringe third-party rights and comply with applicable law.
• Designate an authorised contact empowered to make decisions and sign off deliverables.
• Maintain backups of client-controlled systems and data.

Delays caused by client responsiveness or third parties may affect timelines and fees.

5. Fees, expenses and payment

• Fees, milestones, currency and payment schedule are defined in the SOW.
• Unless otherwise stated, invoices are payable within 14 days of issue.
• Fees exclude VAT and any other applicable taxes, which are payable in addition.
• Pre-approved out-of-pocket expenses (e.g. licences, third-party tools, travel) are reimbursable at cost.
• We may suspend the Services or withhold deliverables for accounts more than 14 days overdue, and charge interest on late payments at the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998.

6. Intellectual property

Subject to full payment of all fees due under the relevant SOW, Sindra assigns to the client all right, title and interest in the final, accepted deliverables created specifically for that engagement ("Custom Deliverables").

Sindra retains all rights to: (a) its pre-existing materials, methods, frameworks, tools, libraries and know-how; and (b) any general improvements, generic components or reusable code, even where used in the Custom Deliverables. Sindra grants the client a perpetual, worldwide, non-exclusive, royalty-free licence to use such retained materials solely as embedded in the Custom Deliverables.

Third-party materials (e.g. open-source libraries, fonts, stock assets, AI models) are provided under their own licences, which the client agrees to comply with.

Sindra may reference the client and display the Custom Deliverables in its portfolio, case studies and marketing, unless otherwise agreed in writing.

7. AI-generated outputs

Some Services may involve the use of AI tools to generate code, copy, designs or other outputs. The client acknowledges that AI outputs may contain errors, omissions or biases and that intellectual property and licensing positions for AI-generated content continue to evolve. Sindra will use commercially reasonable efforts to review such outputs, but the client is responsible for final review, testing and acceptance prior to production use.

8. Confidentiality

Each party will keep the other's non-public information confidential and use it only for the purposes of the engagement. Confidentiality obligations survive termination for five years (and indefinitely for personal data and trade secrets). We will sign mutually acceptable non-disclosure agreements on request.

9. Data protection

Each party will comply with applicable data protection laws. Where Sindra processes personal data on the client's behalf, the parties will enter into a Data Processing Agreement. Our handling of personal data collected through the Site is described in our Privacy Policy.

10. Warranties and disclaimers

Sindra warrants that the Services will be performed with reasonable skill and care. Except as expressly stated in these Terms or an SOW, the Site, Services and deliverables are provided "as is" and Sindra disclaims, to the maximum extent permitted by law, all other warranties, conditions and representations, whether express or implied, including any warranty of merchantability, fitness for a particular purpose, non-infringement, or that deliverables will be error-free or uninterrupted.

11. Limitation of liability

Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot be limited under applicable law.

Subject to the above, neither party will be liable for any indirect, incidental, special, consequential or punitive damages, or loss of profits, revenue, goodwill, data or anticipated savings, however caused. Each party's total aggregate liability arising out of or in connection with an engagement is limited to the fees paid or payable by the client under the relevant SOW in the 12 months preceding the event giving rise to the claim.

12. Indemnity

The client agrees to indemnify Sindra against claims, losses and reasonable costs arising from (a) materials, instructions or content supplied by the client; or (b) the client's use of deliverables in breach of these Terms, an SOW or applicable law.

13. Term and termination

Each engagement starts on the SOW effective date and continues until completion of the Services. Either party may terminate an engagement on 14 days' written notice, or immediately for material breach not cured within 14 days of notice. On termination, the client will pay for all Services performed and expenses incurred up to the effective date of termination.

14. Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemics, government action, internet or infrastructure outages.

15. Independent contractor

Sindra performs the Services as an independent contractor. Nothing in these Terms creates an employment, agency, partnership or joint-venture relationship between the parties.

16. Non-solicitation

During an engagement and for 12 months afterwards, neither party will directly solicit for employment any individual who was materially involved in the engagement on behalf of the other party, without prior written consent. General public job advertising is not a breach of this clause.

17. Assignment

Neither party may assign these Terms or any SOW without the other's prior written consent, except that Sindra may assign to an affiliate or in connection with a corporate reorganisation, merger or sale of assets.

18. Notices

Notices under these Terms must be in writing and sent by email to the address identified by each party, with notices to Sindra sent to info@sindra.ai.

19. Governing law and jurisdiction

These Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales, except that either party may seek injunctive relief in any court of competent jurisdiction.

20. Entire agreement

These Terms and the applicable SOW constitute the entire agreement between the parties regarding the subject matter and supersede all prior discussions, proposals and agreements. If any provision is held unenforceable, the remaining provisions will remain in full force.

21. Changes to these Terms

We may update these Terms from time to time. The "Last updated" date at the top reflects the most recent revision. Continued use of the Site after changes constitutes acceptance of the updated Terms. Changes do not affect existing SOWs unless agreed in writing.

22. Contact

Questions about these Terms can be sent to info@sindra.ai.