Last Updated: 27/05/2026
Definitions
Definitions “Company” refers to one or more affiliated entities including AllerAI Ltd, Bitshetty Ltd, and AllerAI Software Private Ltd, each registered in their respective jurisdictions.
1. Engagement & Workflow
The Client agrees to retain the Company, and the Company agrees to provide the Services and deliver the deliverables described herein (the “Deliverables”) in accordance with this Agreement. The Client acknowledges that the successful provision of the Services and delivery of the Deliverables requires timely collaboration, communication, and cooperation from the Client and its representatives. This may include responding to inquiries, providing requested information, feedback, approvals, assets, and participating in regular communication with the Company as reasonably required. Any timelines provided for the performance of the Services or delivery of the Deliverables represent the Company’s best estimates based on the information available at the time. Such timelines may be impacted by unforeseen circumstances, delays in communication, changes in project scope, third-party dependencies, or other factors outside the Company’s reasonable control. Accordingly, the Company shall not be held liable for delays or any resulting losses arising from such circumstances.
2. Client’s Acknowledgements
The Client acknowledges and agrees that: (a) The Company shall not be obligated to perform any Services or develop any Deliverables unless such work has been duly approved or authorized by the Client; (b) All Deliverables shall be planned, designed, developed, organized, and delivered in accordance with the Company’s professional expertise, internal processes, and standard industry practices; (c) Design-related Deliverables will be optimized solely for the formats, platforms, dimensions, or use cases specified or approved by the Client; (d) Unless otherwise agreed in writing, the Services and Deliverables do not include technical training, implementation assistance, maintenance, hosting, post-launch support, or ongoing support services.
3. Review, Revisions, and Acceptance
The Client shall review all Deliverables in a timely manner and provide clear feedback, approvals, or revision requests within a reasonable timeframe. The Company will make commercially reasonable efforts to incorporate revisions that fall within the originally agreed scope of work. Any additional revisions, changes in direction, expanded requirements, or requests outside the agreed scope may be subject to additional fees, revised timelines, or a separate agreement. Deliverables shall be deemed accepted upon the earliest occurrence of: (a) written approval by the Client, (b) use of the Deliverables by the Client, or (c) failure by the Client to provide revision requests or objections within a reasonable period after delivery. The Company shall not be responsible for delays, issues, or additional costs arising from delayed feedback, lack of communication, or repeated changes requested by the Client.
4. Third-Party Services
The Company may, where necessary or appropriate, engage or recommend third-party providers, platforms, tools, software, hosting services, integrations, contractors, or other external service providers in connection with the Services or Deliverables. While the Company makes reasonable efforts to work with reputable and qualified third-party providers, the Company does not own, operate, or control such third-party services and therefore disclaims any liability, responsibility, or warranty relating to their performance, availability, security, functionality, pricing, or terms. The Client acknowledges and agrees that the use of any third-party services may be subject to separate terms, conditions, privacy policies, and fees imposed by such providers. The Client is solely responsible for reviewing, understanding, and accepting those third-party terms before use.
5. Payment Terms
Fees for the Services shall be invoiced by the Company and are payable within seven (7) days of receipt, unless otherwise agreed in writing. In the event that payment remains outstanding for more than thirty (30) days, the Company reserves the right to suspend or cease providing the Services until all overdue amounts have been paid in full. Overdue amounts may accrue interest at a rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower. All fees and payments made to the Company are non-refundable unless otherwise expressly stated in writing.
6. Ownership and Licenses
Upon full payment of all applicable fees, the Client shall own the final Deliverables specifically created for the Client under this Agreement, except for any third-party materials or Company-owned intellectual property incorporated therein. Notwithstanding the foregoing, the Company retains all rights, title, and interest in and to any pre-existing, independently developed, reusable, or proprietary materials, assets, frameworks, systems, methodologies, templates, tools, processes, code libraries, concepts, know-how, and other intellectual property developed or owned by the Company (“Legacy IP”). To the extent that any Legacy IP is incorporated into the Deliverables, the Company grants the Client a limited, non-exclusive, non-transferable, royalty-free license to use such Legacy IP solely as part of the Deliverables and solely for the Client’s internal or intended business use. The Client may not resell, sublicense, redistribute, extract, or independently exploit the Company’s Legacy IP unless otherwise expressly agreed in writing.
7. Confidentiality
Each Party agrees to keep confidential and not disclose to any third party any non-public, proprietary, technical, financial, strategic, or business information disclosed by the other Party in connection with the Services or this Agreement (“Confidential Information”), except as required by law or with prior written consent from the disclosing Party. Each Party further agrees to use Confidential Information solely for the purposes of performing obligations or exercising rights under this Agreement and to take reasonable measures to protect such information from unauthorized access, use, or disclosure. Confidential Information shall not include information that: (a) is or becomes publicly available through no fault of the receiving Party, (b) was lawfully known to the receiving Party prior to disclosure, (c) is independently developed without use of the disclosing Party’s Confidential Information, or (d) is lawfully obtained from a third party without restriction. The confidentiality obligations set forth in this Agreement shall survive for a period of three (3) years following the termination or completion of this Agreement.
8. Limitation of Liability
To the fullest extent permitted by applicable law, the Company’s total liability arising out of or relating to this Agreement, the Services, or the Deliverables, whether based in contract, tort, negligence, strict liability, or otherwise, shall not exceed the total amount of fees actually paid by the Client to the Company for the applicable Services giving rise to the claim. In no event shall the Company be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of business opportunities, loss of data, business interruption, reputational harm, or anticipated savings, arising out of or in connection with this Agreement, even if the Company has been advised of the possibility of such damages. The limitations set forth in this section shall apply regardless of the form of action and shall survive the termination or completion of this Agreement.
9. Indemnification
The Client agrees to defend, indemnify, and hold harmless the Company and its affiliated entities, including their respective directors, officers, employees, contractors, agents, and representatives, from and against any claims, liabilities, damages, losses, costs, expenses, or demands, including reasonable legal fees and expenses, arising out of or related to: (a) the Client’s use of the Services or Deliverables; (b) any materials, content, data, or instructions provided by the Client; (c) the Client’s violation of applicable laws, regulations, or third-party rights; or (d) any misuse, modification, unauthorized distribution, or improper implementation of the Deliverables by the Client or any third party acting on the Client’s behalf. This indemnification obligation shall survive the termination or completion of this Agreement.
10. Termination
Either Party may terminate this Agreement by providing fifteen (15) days’ prior written notice to the other Party. Upon termination, the Client shall remain responsible for payment of all fees, expenses, and charges for Services performed, Deliverables completed, or work in progress up to the effective date of termination. The Company reserves the right to suspend or terminate the Services immediately in the event of non-payment, breach of this Agreement, unlawful conduct, abusive behavior, or misuse of the Services by the Client. Termination of this Agreement shall not affect any rights, obligations, or liabilities accrued prior to the termination date. Any provisions that by their nature are intended to survive termination, including but not limited to provisions relating to payment obligations, ownership and licenses, confidentiality, indemnification, and limitation of liability, shall remain in full force and effect following termination of this Agreement.
11. Force Majeure
Neither Party shall be held liable for any delay, interruption, or failure to perform its obligations under this Agreement to the extent such delay or failure results from events or circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions or restrictions, labor disputes, internet or infrastructure failures, cyberattacks, utility outages, war, terrorism, civil unrest, or other unforeseeable events. The affected Party shall make commercially reasonable efforts to minimize the impact of such events and resume performance as soon as reasonably practicable. During the period of such delay or inability to perform, the obligations of the affected Party shall be suspended to the extent impacted by the force majeure event.
12. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the United Kingdom. By soliciting, accepting, or using the Services, you acknowledge that you have read, understood, and agreed to these Terms of Service.