Terms of Service
Paladin AI Studio
1. Definitions and Interpretation
1.1 In these Terms:
"Company," "we," "us," or "our" refers to Paladin AI Ltd trading as Paladin AI Studio
"Client," "you," or "your" refers to the individual or entity engaging our services
"Services" means all consultancy, development, automation, and digital services provided by the Company
"Agreement" means these Terms together with any Statement of Work, proposal, or contract
"Deliverables" means all materials, code, documentation, and outputs created under this Agreement
"Third Party Platforms" means external services including but not limited to OpenAI, Make.com, Lindy, Zapier, Framer, and AI service providers
1.2 References to "writing" include email and electronic communications.
2. Scope of Services
2.1 The Company provides:
AI implementation and strategy consultancy
Custom AI agent development
Business process automation using third-party platforms
Digital platform and website development
Systems integration and digital transformation services
Ongoing support and maintenance services
2.2 Specific services, timelines, and deliverables will be detailed in separate Statements of Work or project proposals.
2.3 All services are provided on a professional basis using reasonable care and skill.
3. Client Obligations
3.1 The Client shall:
Provide accurate and complete information necessary for service delivery
Grant reasonable access to systems, data, and personnel as required
Respond to requests for information or approvals within agreed timeframes
Ensure all necessary licenses and permissions are in place for third-party platforms
Maintain appropriate data backups independently of our services
3.2 Delays caused by Client non-compliance may result in timeline extensions and additional charges.
4. Payment Terms
4.1 Fees are as specified in the relevant Statement of Work or proposal.
4.2 Unless otherwise agreed:
Invoices are payable within 30 days of issue
Late payments may incur interest at 8% per annum above the Bank of England base rate
We reserve the right to suspend services for overdue payments exceeding 30 days
4.3 All fees are exclusive of VAT where applicable.
4.4 Payment disputes must be raised within 7 days of invoice receipt.
5. Intellectual Property Rights
5.1 Pre-existing IP: Each party retains ownership of intellectual property existing before this Agreement.
5.2 Custom Deliverables: Intellectual property in bespoke solutions created specifically for the Client transfers to the Client upon full payment, subject to our retained rights in methodologies and general know-how.
5.3 Standard Components: We retain ownership of reusable code libraries, frameworks, methodologies, and general solutions that may be incorporated into Client projects.
5.4 Third Party IP: The Client is responsible for ensuring proper licensing of all third-party platforms and services used in their solutions.
5.5 We grant the Client a perpetual license to use any of our retained IP incorporated into their solutions.
6. Data Protection and Privacy
6.1 Both parties shall comply with applicable data protection laws including UK GDPR and EU GDPR.
6.2 Where we process personal data on the Client's behalf, a separate Data Processing Agreement will apply.
6.3 The Client warrants they have appropriate consent and legal basis for any personal data shared with us.
6.4 We implement appropriate technical and organizational measures to protect data security.
6.5 Data breaches will be reported in accordance with legal requirements.
7. Third-Party Platforms and Services
7.1 Our services may integrate with third-party platforms (Make.com, Zapier, Lindy, AI APIs, etc.).
7.2 The Client is responsible for:
Obtaining and maintaining appropriate licenses for third-party services
Compliance with third-party terms of service
Costs associated with third-party platform usage
7.3 We are not liable for third-party platform outages, changes, or discontinuation of services.
7.4 Performance of our services may be affected by third-party platform limitations or changes.
8. AI and Automation Specific Terms
8.1 AI Output Disclaimer: AI-generated content and decisions should be reviewed by qualified personnel before implementation in business-critical applications.
8.2 Training Data: Where AI models are trained on Client data, appropriate data rights and privacy protections will be maintained.
8.3 Automation Monitoring: Automated systems require ongoing monitoring and may need adjustment based on changing business requirements or external factors.
8.4 Bias and Fairness: While we implement best practices, the Client acknowledges that AI systems may exhibit biases and should implement appropriate human oversight.
9. Warranties and Disclaimers
9.1 We warrant that services will be performed with reasonable care and skill using industry-standard practices.
9.2 Disclaimer: Except as expressly stated, all warranties, conditions, and representations are excluded to the fullest extent permitted by law.
9.3 We do not warrant that services will be uninterrupted, error-free, or meet all Client requirements.
9.4 Client testing and acceptance of deliverables is required before live deployment.
10. Limitation of Liability
10.1 Our total liability under this Agreement is limited to the fees paid by the Client in the 12 months preceding the claim.
10.2 We exclude liability for:
Loss of profits, revenue, or anticipated savings
Loss of data or business opportunities
Indirect, consequential, or special damages
Third-party claims arising from Client's use of deliverables
10.3 Nothing in these Terms excludes liability for death, personal injury, fraud, or gross negligence.
10.4 The Client shall indemnify us against claims arising from their use of deliverables in breach of applicable laws or third-party rights.
11. Confidentiality
11.1 Both parties undertake to keep confidential all proprietary information disclosed during the engagement.
11.2 Confidentiality obligations survive termination of this Agreement.
11.3 Standard exceptions apply for information that is public, independently developed, or required to be disclosed by law.
12. Termination
12.1 Either party may terminate with 30 days' written notice.
12.2 Either party may terminate immediately for material breach that remains uncured after 14 days' written notice.
12.3 Upon termination:
All outstanding fees become immediately due
Each party returns confidential information
Licenses survive as specified in Section 5
12.4 Work completed to the termination date will be delivered upon payment of outstanding fees.
13. Force Majeure
13.1 Neither party is liable for delays or failures due to circumstances beyond reasonable control, including but not limited to natural disasters, government actions, cyber attacks, or third-party platform outages.
14. General Provisions
14.1 Governing Law: This Agreement is governed by English law and subject to the exclusive jurisdiction of English courts.
14.2 Entire Agreement: These Terms constitute the entire agreement and supersede all prior negotiations and agreements.
14.3 Amendments: Changes must be agreed in writing by both parties.
14.4 Severability: Invalid provisions do not affect the validity of remaining terms.
14.5 Assignment: The Client may not assign rights without our written consent. We may assign to affiliated companies.
14.6 Notices: All notices must be in writing and sent to the addresses specified in the relevant Statement of Work.
15. Dispute Resolution
15.1 The parties will attempt to resolve disputes through good-faith negotiation.
15.2 If negotiation fails, disputes may be referred to mediation before pursuing litigation.
15.3 For international clients, disputes may be resolved through appropriate alternative dispute resolution mechanisms.
Contact Information:
Email: help@paladin-ai.studio
Company: Paladin AI Ltd
Registration: 16424457
Address: Registered address: 20 Wenlock Road, N1 7GU, London (not for correspondence)
These Terms of Service were last updated on 30/05/2025. We reserve the right to update these terms with reasonable notice to clients.