Terms & Conditions

1. Definitions

For the purposes of these Terms and Conditions:

• "Service" or "Services" refers to AI consulting, data pipeline engineering, anomaly detection systems, and governance framework design provided by Deepwell.
• "Client" or "You" refers to the individual or organisation engaging our Services.
• "We", "Us", or "Our" refers to Deepwell.
• "Agreement" refers to these Terms and Conditions together with any Statement of Work or service agreement.
• "Deliverables" refers to work products specified in the Statement of Work.

2. Acceptance of Terms

By accessing our website, submitting an inquiry, or engaging our Services, you agree to be bound by these Terms and Conditions. If you do not agree with any part of these terms, you should not use our Services.

These terms apply to all visitors, users, and others who access or use our Services.

You must be at least 18 years of age and have the legal capacity to enter into binding agreements to use our Services.

3. Service Description

Deepwell provides professional consulting services in artificial intelligence, including:

• Data pipeline engineering and infrastructure design
• Anomaly detection system development and implementation
• AI governance framework design and policy development
• Related advisory and technical services as agreed in writing

Specific service details, scope, deliverables, and timelines are outlined in individual Statements of Work or service agreements entered into with Clients.

Services are provided subject to resource availability. We reserve the right to decline engagement requests based on capacity, expertise fit, or other business considerations.

4. Client Responsibilities

As a Client, you agree to:

• Provide accurate and complete information necessary for service delivery
• Grant timely access to systems, data, and personnel as required
• Designate appropriate points of contact and decision-makers
• Provide feedback and approvals within agreed timeframes
• Maintain confidentiality of any proprietary methodologies or materials shared
• Use delivered systems and documentation in accordance with provided guidelines
• Comply with all applicable laws and regulations

Delays caused by Client failure to fulfill these responsibilities may result in timeline adjustments and additional fees.

5. Intellectual Property

5.1 Client Materials

You retain all rights to data, systems, and materials you provide to us. We obtain a limited license to use these materials solely for the purpose of delivering Services.

5.2 Deliverables

Upon full payment, you receive ownership of custom code, documentation, and systems specifically developed for you as Deliverables. This ownership is subject to any third-party software licenses incorporated into the work.

5.3 Our Materials

We retain all rights to our methodologies, frameworks, templates, and general knowledge developed through our practice. You receive a non-exclusive license to use governance frameworks and templates provided as part of Services.

5.4 Third-Party Software

Any third-party software or open-source components used in Deliverables remain subject to their original licenses. We will identify such components and their license terms.

6. Payment Terms

Service fees are specified in individual Statements of Work. Unless otherwise agreed:

• Fees are quoted in Singapore Dollars (SGD)
• Payment is due within 30 days of invoice date
• Late payments may incur interest at 1.5% per month
• All fees exclude applicable taxes, which will be added as required
• Expenses outside normal service delivery will be agreed in advance

We accept payment by bank transfer or other methods as agreed.

In the event of non-payment, we reserve the right to suspend Services and pursue legal remedies for collection.

7. Confidentiality

Both parties agree to maintain confidentiality of non-public information shared during the engagement. This obligation survives termination of Services.

Confidential information does not include information that:

• Is publicly available through no breach of this agreement
• Was known prior to disclosure
• Is independently developed without use of confidential information
• Is rightfully received from a third party without confidentiality obligations

We may be required to disclose confidential information to comply with legal obligations, provided we give reasonable notice when legally permitted.

8. Disclaimers

Services are provided "as is" based on our professional judgment and industry best practices. We make no warranties, express or implied, regarding specific outcomes or results.

While we apply appropriate care and expertise, we do not warrant that systems we develop will be error-free or operate without interruption. AI systems inherently involve uncertainty and require ongoing monitoring.

Our Services constitute professional consulting and do not constitute legal, regulatory, or compliance advice. Clients should consult appropriate specialists for such matters.

We disclaim all warranties of merchantability, fitness for particular purpose, and non-infringement to the fullest extent permitted by law.

9. Limitation of Liability

Our total liability arising from Services, whether in contract, tort, or otherwise, shall not exceed the fees paid by Client for the specific engagement giving rise to the claim.

We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, or lost data, even if advised of the possibility of such damages.

These limitations apply to the fullest extent permitted by Singapore law.

10. Indemnification

Client agrees to indemnify and hold harmless Deepwell from claims, damages, or expenses arising from Client's use of Deliverables, violation of these terms, or infringement of third-party rights through Client-provided materials.

11. Termination

Either party may terminate Services for convenience with 30 days written notice. Client remains responsible for payment of Services rendered through the termination date.

Either party may terminate immediately if the other party breaches these terms and fails to cure within 15 days of written notice.

Upon termination, we will deliver work completed to date. Confidentiality obligations and intellectual property provisions survive termination.

12. Dispute Resolution

These Terms are governed by the laws of Singapore without regard to conflict of law provisions.

Parties agree to first attempt resolution of disputes through good-faith negotiation. If negotiation does not resolve the dispute within 30 days, either party may pursue legal remedies.

Any legal action must be brought in the courts of Singapore, and both parties consent to exclusive jurisdiction and venue in Singapore courts.

13. General Provisions

13.1 Entire Agreement

These Terms, together with any Statement of Work or service agreement, constitute the entire agreement between parties and supersede all prior understandings.

13.2 Severability

If any provision is found unenforceable, remaining provisions continue in full force.

13.3 Waiver

Failure to enforce any provision does not constitute a waiver of that provision.

13.4 Assignment

Client may not assign rights or obligations without our written consent. We may assign to affiliated entities or in connection with business transfer.

13.5 Notices

Notices must be in writing and sent to the addresses provided in service agreements or to [email protected].

14. Changes to Terms

We may update these Terms from time to time. Material changes will be communicated through our website or direct notification to active Clients.

Continued use of Services after changes become effective constitutes acceptance of modified terms. If you do not agree with changes, you should discontinue use of Services.

15. Contact Information

For questions regarding these Terms and Conditions: