AI Solutions Addendum
This AI Solutions Addendum (“Addendum”) is incorporated into and forms part of the Master Terms & Conditions of Trade (“Master T&Cs”). In the event of a conflict between the Master T&Cs and this Addendum for AI Services, this Addendum shall prevail.
1. Scope of AI Services
1.1 Description
The Seller agrees to provide AI-related Services, such as chatbot development, Voice AI solutions, automation scripts, or other machine learning or AI-based deliverables, as outlined in any Statement of Work (“SOW”) or proposal referencing this Addendum.
1.2 Deliverables & Timelines
Specific deliverables (e.g., AI models, software code, documentation, etc.) and project milestones shall be described in the relevant SOW or Quotation. Any changes to scope must be agreed in writing.
2. Payment & Charges
2.1 Milestone-Based
Unless otherwise agreed, Charges for AI solutions may be split into milestone payments. The Seller will invoice upon completion of each milestone; the Customer agrees to pay within 14 days of invoice receipt.
2.2 Upfront Payments
If specified in the SOW, the Customer may be required to pay an upfront deposit (e.g., 30–50% of the total) before development commences.
2.3 Late Payments
Late payments for AI Services are subject to the same defaults and interest charges in the Master T&Cs (Clause 20).
3. Intellectual Property for AI Deliverables
3.1 Pre-Existing IP
Any IP owned by the Seller prior to commencement (including AI libraries, code snippets, frameworks) remains the exclusive property of the Seller.
3.2 Work Product IP
Subject to full payment of all fees and expenses, the Seller assigns to the Customer the ownership of the AI deliverables (e.g., final software code, trained model) that were expressly developed for the Customer. The Seller retains any background technology and know-how, including general AI libraries, methodologies, or skill sets used in creating the deliverables.
3.3 Third-Party IP
If third-party libraries or data sets are utilized, the Customer acknowledges that it must comply with any associated license terms. The Customer is responsible for obtaining necessary permissions for any third-party data or content provided to the Seller for AI training.
4. Confidentiality & Data Use
4.1 Use of Customer Data
Where the Customer provides data for AI training or processing, the Seller agrees to use the data solely for the project’s scope. If the Seller intends to use anonymized or aggregated portions of that data for internal improvement of AI, explicit permission from the Customer must be obtained, unless otherwise stated in writing.
4.2 Security
The Seller shall maintain commercially reasonable security measures to protect data during the AI development. However, no system is guaranteed to be 100% secure, and the Seller disclaims liability for unauthorized access beyond its reasonable control.
4.3 Voice AI Recordings & Transcriptions. The Customer acknowledges and agrees that, in providing Voice AI services, the Seller may store or process audio recordings and/or transcribed text on third-party servers, including servers located outside the Customer’s home jurisdiction. The Seller shall take commercially reasonable steps to ensure such third-party providers implement security measures at a standard commensurate with the Seller’s obligations under this Agreement, applicable privacy laws, and any relevant industry standards.
5. Performance Disclaimer
5.1 No Guaranteed Results
AI-based outputs may be probabilistic and cannot be guaranteed accurate or error-free. The Seller provides AI deliverables “as is,” without warranty of fitness for a particular purpose, except to the extent required by law.
5.2 Customer Testing
The Customer is responsible for thoroughly testing the AI deliverables (e.g., voice recognition, chatbots) in the Customer’s environment to verify accuracy, functionality, and compliance with any industry or regulatory requirements.
6. Limitations of Liability (AI-Specific)
6.1 Indirect Damages
To the fullest extent permitted by law, the Seller shall not be liable for any indirect, consequential, or incidental damages arising from the use or inability to use the AI solutions.
6.2 Liability Cap
The Seller’s total liability for AI-related claims shall not exceed the total amount actually paid by the Customer for the AI Services in the six (6) months preceding the claim.
6.3 Data & Model Risks
The Customer bears responsibility for the decisions or actions taken based on AI outputs, including any regulatory or compliance implications. The Seller disclaims liability for any damages resulting from reliance on AI-generated recommendations or analyses.
6.4 Nature of AI Outputs: The Customer acknowledges that any output generated by the AI solutions (including text, images, or other media) may be partially or wholly derived from machine-learning processes. As a result, the Seller does not guarantee that such outputs will be free from inadvertent infringement, defamatory statements, or other potentially unlawful material.
6.5 No Endorsement or Guarantee: The Seller does not endorse or make warranties regarding the content generated by the AI, and expressly disclaims liability for any harm, loss, or damages arising from reliance on or use of such outputs.
6.6 Customer’s Responsibility: The Customer is solely responsible for reviewing, vetting, or moderating AI-generated content prior to its publication or distribution. The Customer agrees that it will not publish or rely upon AI outputs without conducting due diligence (including checking for copyright infringement, defamatory language, or other legal risks).
6.7 Indemnification: The Customer agrees to indemnify, defend, and hold the Seller harmless from any claims, actions, damages, or liabilities arising out of the Customer’s use or distribution of AI-generated content, including but not limited to allegations of defamation, infringement of intellectual property rights, or violations of any third-party rights.
7. Indemnification
7.1 Customer’s Indemnity
The Customer agrees to indemnify and hold the Seller harmless from any claims arising out of:
• Customer-supplied data that infringes third-party rights;
• Customer’s use of AI deliverables in violation of applicable laws;
• Loss or damages caused by improper implementation or misuse of the AI solutions.
7.2 Seller’s Indemnity
The Seller agrees to defend and indemnify the Customer against third-party claims that the core AI Work Product (delivered as final code) infringes third-party IP rights, provided the Customer promptly notifies the Seller in writing and grants the Seller control of the defense.
8. Non-Solicitation
8.1 Staff Non-Solicitation
During the term of any AI project and for twelve (12) months thereafter, the Customer will not solicit or hire (whether directly or indirectly) any employee or contractor of the Seller who was involved in providing AI Services, without prior written consent.
9. Dispute Resolution
9.1 Any disputes specifically related to AI Services shall follow the dispute resolution procedures in the Master T&Cs. However, if the matter requires specialized technical arbitration (e.g., AI code dispute), the parties shall cooperate in selecting an arbitrator or mediator with relevant AI/technology expertise.
10. Term & Termination
10.1 Unless otherwise specified, AI projects remain in effect until completion of the relevant SOW or until terminated in accordance with the Master T&Cs.
10.2 In the event of termination for convenience by the Customer, the Customer shall pay for all work completed up to the effective termination date, including any non-recoverable costs incurred by the Seller.
11. Governing Law
11.1 This Addendum is governed by the same jurisdiction and laws stated in the Master T&Cs, unless otherwise stated in a SOW for a specific cross-border project.
12. Entire Agreement
12.1 This AI Solutions Addendum, together with the Master T&Cs and any SOW, constitutes the entire agreement between the parties with respect to AI Services and supersedes all prior understandings or representations.