Terms of Service

Effective Date: May 2025 Last Updated: October 2025

These Terms of Service (“Terms”) govern your use of services provided by Eigen State Limited.

Services

Eigen State Limited provides AI and data consulting services including:

AI strategy and planning
Data analytics and insights
Machine learning solutions
Technical implementation and support

Engagement Terms

Service Agreements

All services are subject to a separate Statement of Work (SOW)
Pricing and deliverables are outlined in individual project proposals
Payment terms are specified in each engagement
Services commence upon signed SOW and receipt of initial payment

Payment Terms

Standard Payment Structure:

50% deposit due upon contract signing
25% due at project midpoint
25% due upon project completion and delivery

Payment Methods:

Bank transfer (preferred)
Invoice terms: Net 30 days from invoice date
Late payments subject to 1.5% monthly interest charge

Fixed-Price vs. Time & Materials:

Fixed-price engagements: Total cost defined in SOW
Time & materials: Invoiced monthly based on actual hours
All expenses pre-approved and itemized

Refund and Cancellation Policy

Client Cancellation Rights:

Before work commences: Full refund minus 10% administrative fee
During first 25% of project: 75% refund of remaining balance
After 50% completion: No refunds; client responsible for full contract value
Notice required: Minimum 14 days written notice

Termination for Convenience: Either party may terminate with 30 days written notice. Client pays for:

All completed work
Work in progress (pro-rated)
Non-refundable third-party costs already incurred

Termination for Cause: Either party may terminate immediately if the other party:

Materially breaches contract terms
Becomes insolvent or enters bankruptcy
Fails to make payment within 60 days of invoice date

Intellectual Property Ownership

Client Ownership:

All custom deliverables created specifically for client (upon full payment)
Client data, business information, and confidential materials
Custom algorithms, models, or code developed exclusively for client

Eigen State Ownership:

Pre-existing intellectual property, methodologies, and frameworks
General knowledge, techniques, and approaches
Tools, libraries, and platforms developed independently

Shared Ownership:

Improvements to Eigen State methodologies developed during engagement
Client receives perpetual license to use shared IP for internal purposes
Eigen State retains rights to use for other clients (anonymized)

Third-Party IP:

Open-source software: Used under respective licenses
Licensed software: Client responsible for obtaining necessary licenses
We warrant no infringement of third-party IP rights

Confidentiality

We maintain strict confidentiality of all client information
Non-disclosure agreements may be executed for sensitive projects
Data security measures are implemented throughout all engagements
Confidentiality obligations survive termination indefinitely

Service Warranties and Disclaimers

We Warrant:

Services performed with reasonable skill and care
Compliance with professional consulting standards
Team members possess represented qualifications
Deliverables match specifications in SOW

We Disclaim:

Results or outcomes from implementing recommendations
Third-party software performance or compatibility
Market conditions or competitive responses
Regulatory compliance beyond stated scope

Limitation of Liability

Maximum Liability Cap: Eigen State Limited’s total liability for any claim arising from our services is strictly limited to the total fees paid by the client for the specific engagement giving rise to the claim, or £50,000, whichever is lower.

Excluded Liabilities: We exclude all liability for:

Indirect, incidental, or consequential damages
Loss of profits, revenue, business, or anticipated savings
Loss of data not caused by our negligence
Business interruption or downtime
Third-party claims
Events beyond our reasonable control (force majeure)

Exceptions to Liability Limitations: Our liability limitations do NOT apply to:

Death or personal injury caused by our negligence
Fraud or fraudulent misrepresentation
Gross negligence or willful misconduct
Liabilities that cannot be excluded under English law

Indemnification: Client agrees to indemnify and hold harmless Eigen State from claims arising from:

Client’s use of deliverables in ways not specified in SOW
Client’s breach of these Terms
Client’s infringement of third-party IP rights
Misrepresentation of facts or data provided to us

Dispute Resolution

Good Faith Negotiation

Before initiating formal proceedings, parties agree to:

Notify the other party in writing of the dispute
Meet within 14 days to negotiate in good faith
Escalate to senior management if not resolved within 30 days

Mediation

If negotiation fails, parties agree to:

Participate in mediation before court proceedings
Use Centre for Effective Dispute Resolution (CEDR)
Share mediation costs equally
Complete mediation within 60 days of request

Arbitration (Optional)

For disputes over £25,000, parties may elect binding arbitration:

London Court of International Arbitration (LCIA) rules
Single arbitrator appointed by mutual agreement
English language proceedings in London
Costs borne as determined by arbitrator

Litigation

If alternative resolution fails:

Exclusive jurisdiction: Courts of England and Wales
Venue: Commercial Court, London
Costs follow the event (loser pays winner’s reasonable costs)

Governing Law

These Terms are governed by the laws of England and Wales. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does NOT apply.

Jurisdiction: Any disputes will be subject to the exclusive jurisdiction of the English courts, except where EU or UK consumer protection laws grant additional rights.

Professional Standards

We adhere to:

UK data protection laws (UK GDPR)
Professional consulting standards
Ethical AI development practices
Industry best practices for data security

Website Terms

Use of Website

Content is for informational purposes
No warranty on website availability or accuracy
We reserve the right to modify content without notice

Prohibited Uses

Unauthorized access attempts
Malicious code injection
Intellectual property infringement
Spam or unsolicited communications

Contact Information

For questions about these Terms:

Email: hello@eigenstatelabs.com
Address: Mansion House, Manchester Road, Altrincham, Cheshire, WA14 4RW

Changes to Terms

We reserve the right to update these Terms. Continued use of our services constitutes acceptance of updated terms.

Eigen State Limited is registered in England and Wales (Company Number: 16644604)