Terms & Conditions

1. About These Terms

These terms and conditions ("Terms") govern your use of the Ikarza website at ikarza.com and the services provided by Ikarza ("we", "us", "our").

Registered Address 128 City Road, London, United Kingdom, EC1V 2NX

By using our website or engaging our services, you agree to be bound by these Terms. If you do not agree, please do not use our website or services.

2. Our Services

Ikarza provides AI automation consulting and implementation services, including but not limited to:

• AI Workflow Audits
• Workflow Implementation Sprints
• Ongoing AI Operations Partnerships

The specific scope, deliverables, timeline, and fees for each engagement will be agreed in writing before work commences via a separate statement of work or proposal ("SOW").

3. Engagement and Payment

• All fees are as quoted in the SOW and are stated in GBP unless otherwise specified.
• Payment terms are net 14 days from the date of invoice unless otherwise agreed.
• For Sprint engagements, 50% is due upfront and 50% upon delivery. Audit fees are due in full before work begins.
• Partnership retainer fees are invoiced monthly in advance.
• Late payments may incur interest at 4% above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

4. Client Obligations

To enable us to deliver our services effectively, you agree to:

• Provide timely access to the systems, tools, data, and personnel reasonably required.
• Designate a primary point of contact for communication and approvals.
• Respond to requests for feedback or approval within a reasonable timeframe to avoid delays.

Delays caused by late access, approvals, or information may extend project timelines proportionally.

5. Intellectual Property

• Client deliverables: Upon full payment, you own all custom workflows, integrations, and documentation built specifically for your engagement.
• Pre-existing IP: We retain ownership of our pre-existing tools, frameworks, methodologies, and templates. You receive a non-exclusive, perpetual licence to use any pre-existing IP incorporated into your deliverables.
• Third-party tools: Where our work integrates third-party software, your use of those tools is governed by their respective terms and licences.

6. Confidentiality

Both parties agree to keep confidential any proprietary or sensitive information disclosed during the engagement. This includes business processes, data, credentials, and technical architecture. This obligation survives termination of the engagement for a period of two years.

7. Guarantees and Remedies

• Audit guarantee: If the AI Workflow Audit does not identify at least one actionable automation opportunity, you will receive a full refund of the audit fee.
• Sprint guarantee: If the implemented workflow does not save at least 5 hours per week within 30 days of deployment, we will continue to refine the solution at no additional cost until the target is met.

These guarantees are subject to the client fulfilling their obligations under section 4.

8. Limitation of Liability

• To the maximum extent permitted by law, our total liability for any claim arising from or related to our services shall not exceed the total fees paid by you for the specific engagement giving rise to the claim.
• We shall not be liable for any indirect, incidental, consequential, or special damages, including loss of profits, revenue, data, or business opportunity.
• Nothing in these Terms excludes or limits our liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded under English law.

9. Termination

• Audit and Sprint: Either party may terminate by providing 7 days' written notice. Fees for work completed up to the termination date remain payable.
• Partnership: Minimum 3-month commitment. After the initial period, either party may terminate with 30 days' written notice.
• Immediate termination: Either party may terminate immediately if the other commits a material breach that is not remedied within 14 days of written notice.

10. Website Use

When using our website, you agree not to:

• Use the site in any way that is unlawful, harmful, or fraudulent.
• Attempt to gain unauthorised access to any part of the website or its underlying systems.
• Reproduce, distribute, or create derivative works from our content without prior written consent.

All content on this website, including text, graphics, and design, is owned by Ikarza and protected by UK and international copyright law.

11. Force Majeure

Neither party shall be liable for any delay or failure to perform obligations where such delay or failure results from events beyond reasonable control, including but not limited to natural disasters, pandemic, government action, power failure, or internet disruption.

12. Governing Law

These Terms are governed by and construed in accordance with the laws of England and Wales. Any disputes arising from these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.

13. Changes to These Terms

We reserve the right to update these Terms at any time. Changes will be posted on this page with an updated revision date. Continued use of our website or services after changes are posted constitutes acceptance of the updated Terms.

14. Contact

If you have any questions about these Terms, please contact us at [email protected].