Terms of Engagement

1. Scope of Services

EYwALINK provides AI infrastructure consulting across three tiers: AI Centre Setup, Application Development, and Managed AI Ops. Each engagement is scoped individually via a Statement of Work (SOW) signed by both parties before commencement. The SOW defines deliverables, timelines, technical requirements, and acceptance criteria.

2. Intellectual Property

All code, configurations, documentation, and deliverables produced under a paid engagement belong to the client upon full payment. EYwALINK retains no licensing claims or royalties on client deliverables.

• Pre-existing IP: EYwALINK's pre-existing tools, frameworks, libraries, and methodologies remain property of EYwALINK. Client receives a perpetual, non-exclusive, royalty-free licence to use these as embedded within deliverables.
• AI-generated artifacts: Fine-tuned models, training datasets, synthetic data, and model weights produced during an engagement belong to the client. EYwALINK retains no rights to client-specific model outputs.
• Open-source compliance: Where deliverables incorporate open-source components, client is responsible for complying with applicable licence obligations (e.g., copyleft, attribution). EYwALINK will document all third-party dependencies.
• Derivative works: Client may modify, redistribute, and commercially exploit deliverables without restriction, subject to any open-source licence obligations noted above.

3. Limitation of Liability

EYwALINK's total liability under any engagement is limited to the total fees paid for the specific engagement giving rise to the claim. Neither party is liable for indirect, incidental, special, or consequential damages, including lost profits or data loss.

This limitation does not apply to:

• Gross negligence or willful misconduct by either party
• Breach of confidentiality obligations
• IP infringement claims arising from EYwALINK's pre-existing tools
• Liability that cannot be excluded under applicable law

4. Confidentiality

All client information, including infrastructure details, data, business processes, and technical specifications, is treated as confidential. Case study publication requires explicit written consent.

• Duration: Confidentiality obligations survive for 3 years after engagement termination, or indefinitely for trade secrets.
• Exclusions: Information that is publicly available (without breach of this clause), independently developed, or rightfully received from a third party is not confidential.
• Return of information: Upon termination, EYwALINK will return or securely destroy all client confidential information within 14 days, at client's election.

5. Warranty Disclaimers

AI model outputs are probabilistic by nature. EYwALINK provides all services and deliverables on an "as-is" basis and makes no warranties regarding:

• Accuracy, completeness, or suitability of AI-generated content, model predictions, or inference outputs
• Uptime or availability of client-deployed systems (unless a specific SLA is included in the SOW)
• Freedom from third-party IP claims in open-source components incorporated into deliverables
• Compliance with regulatory requirements specific to the client's industry or jurisdiction

Client is responsible for validating all AI outputs before production use and for ensuring compliance with applicable industry regulations.

6. Data Protection & Privacy

EYwALINK handles client data in accordance with the Privacy Act 1988 (Cth) and the Do Not CallSPAM and Electronic Messages) Act 2003 (Cth). When processing personal data on behalf of clients:

• Data is processed solely for the purposes specified in the SOW
• Data is stored on client-controlled infrastructure where possible; any data held by EYwALINK is encrypted at rest and in transit
• EYwALINK will not use client data for model training, benchmarking, or any purpose outside the engagement
• Client retains full ownership and control of all data throughout the engagement
• Upon engagement completion, EYwALINK will return or securely destroy all client data within 14 days

For engagements involving sensitive personal data, a separate Data Processing Agreement (DPA) may be executed.

7. Export Controls

AI model weights and certain AI technologies may be subject to export control regulations (e.g., US Export Administration Regulations, Australian Strategic Trade List). Client is responsible for ensuring compliance with applicable export controls when deploying or redistributing deliverables across jurisdictional boundaries. EYwALINK will advise on known restrictions where identifiable.

8. Indemnification

• By EYwALINK: EYwALINK indemnifies client against third-party claims that deliverables (excluding client-provided components) infringe valid IP rights, to the extent permitted by law.
• By Client: Client indemnifies EYwALINK against claims arising from client's use of deliverables, client-provided data, or client modifications to deliverables.

9. Termination

• Either party may terminate for convenience with 14 days written notice
• Either party may terminate immediately for material breach that remains uncured after 7 days written notice
• Managed Ops engagements require 30 days notice for convenience termination
• Work completed to date is invoiced proportionally on termination
• Client ownership of deliverables transfers upon payment for work completed, even on early termination
• Sections 2 (IP), 3 (Liability), 4 (Confidentiality), 5 (Warranties), 6 (Data Protection), 8 (Indemnification), and 12 (Governing Law) survive termination

10. Force Majeure

Neither party is liable for delays or non-performance caused by events beyond reasonable control, including natural disasters, government actions, pandemics, widespread infrastructure outages, or supply chain disruptions. The affected party will notify the other within 5 business days and use reasonable efforts to mitigate impact. If the event persists beyond 30 days, either party may terminate the engagement without penalty.

11. Independent Contractor

EYwALINK is an independent contractor. Nothing in these terms creates an employment, partnership, or joint venture relationship. EYwALINK is responsible for its own tax, superannuation, and insurance obligations.

12. Governing Law

These terms are governed by the laws of Australia. Disputes are subject to binding arbitration under the ACICA Commercial Arbitration Rules, unless otherwise agreed in writing. The arbitral award is final and enforceable in any court of competent jurisdiction.

13. Entire Agreement

These terms, together with the applicable SOW, constitute the entire agreement between the parties. No oral or written representations outside these documents are binding unless expressly incorporated into the SOW.

14. Amendment & Waiver

These terms may only be amended by written agreement signed by both parties. Failure to enforce any provision does not constitute a waiver of that provision or any other provision.

15. Severability

If any provision is found invalid or unenforceable, the remaining provisions remain in full force. The invalid provision will be replaced with the nearest valid provision that achieves the original intent.

16. Notices

Formal notices under these terms may be delivered by email to the address on file or by post to the registered address of either party. Email notices take effect upon delivery. Postal notices take effect 3 business days after posting.

Contact

For questions about these terms, contact info@eywalink.org.