Terms & Conditions

1. Definitions

In these Terms and Conditions:

• "We," "Us," "Our" refers to Mindquill
• "You," "Your," "Client" refers to the individual or organisation accessing our services
• "Services" refers to AI implementation, consulting, and related technical services
• "Website" refers to miindquillcs.life and associated web properties
• "Agreement" refers to these Terms together with any service-specific agreements

2. Acceptance of Terms

By accessing our website 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 website or services.

You must be at least 18 years old and have the legal capacity to enter into binding agreements to use our services. If you are accessing services on behalf of an organisation, you represent that you have authority to bind that organisation to these terms.

3. Services Description

Mindquill provides artificial intelligence implementation services including:

• Generative AI implementation and integration
• AI-powered quality assurance system development
• AI research partnerships and consulting
• Related technical advisory services

Specific service scope, deliverables, timelines, and fees are defined in individual service agreements or statements of work. These Terms supplement but do not replace such specific agreements.

Service availability may be subject to technical, operational, or resource constraints. We reserve the right to modify, suspend, or discontinue services with reasonable notice.

4. User Obligations

Acceptable Use

When using our services, you agree to:

• Provide accurate and complete information
• Maintain confidentiality of any access credentials
• Use services only for lawful business purposes
• Comply with all applicable laws and regulations
• Cooperate reasonably in service delivery

Prohibited Activities

You must not:

• Attempt to reverse engineer, modify, or create derivative works from our deliverables without authorisation
• Use services to develop competing AI implementation services
• Misrepresent your identity or authority
• Interfere with or disrupt our systems or services
• Violate any intellectual property rights
• Use services for any illegal or harmful purpose

5. Intellectual Property

Our Intellectual Property

All methodologies, frameworks, code templates, and other intellectual property developed by Mindquill prior to or independent of client engagements remain our exclusive property. We grant clients a limited, non-exclusive license to use deliverables for their internal business purposes as specified in service agreements.

Client-Specific Deliverables

Custom implementations, configurations, and documentation created specifically for a client engagement are licensed to the client for their use. Unless otherwise agreed, we retain rights to underlying methodologies and may reuse general approaches in work for other clients.

Client Data and Materials

You retain ownership of data and materials you provide. By engaging our services, you grant us a license to use such materials as necessary to deliver services and improve our methodologies, subject to confidentiality obligations.

6. Payment Terms

Fees and Pricing

Service fees are specified in individual proposals or statements of work. Unless otherwise stated, fees are quoted in Singapore Dollars (SGD) and do not include applicable taxes. All prices are subject to change with reasonable notice for future engagements.

Payment Schedule

Payment terms are defined in service agreements. Typical arrangements include deposits, milestone payments, or payment upon completion. Invoices are payable within 30 days unless otherwise specified.

Late Payment

Late payments may incur interest charges at the rate of 1.5% per month or the maximum allowed by law, whichever is lower. We reserve the right to suspend services for accounts with overdue balances.

Refund Policy

Refunds are handled on a case-by-case basis depending on the nature of services provided and stage of completion. Work completed before termination is generally not refundable. Specific refund terms may be outlined in individual service agreements.

7. Confidentiality

Both parties agree to maintain confidentiality of proprietary information shared during service engagements. This includes technical information, business strategies, data, and other sensitive materials. Confidentiality obligations survive termination of the service relationship.

Confidential information does not include data that is publicly available, independently developed, or rightfully obtained from third parties. Disclosure may be required by law or regulatory authority, in which case we will provide reasonable notice when permitted.

8. Disclaimers

Service Provision

Services are provided on an "as is" basis. While we strive for high quality, we do not warrant that services will be error-free or that results will meet specific performance criteria unless explicitly stated in writing. AI systems inherently involve uncertainty and approximation.

Professional Advice

Our services provide technical implementation support and do not constitute legal, financial, or business strategy advice. Clients should consult appropriate professionals for such guidance.

No Guaranteed Results

We make reasonable efforts to deliver functional implementations but cannot guarantee specific business outcomes or performance metrics unless explicitly agreed in writing. Success depends partly on factors outside our control, including data quality, operational context, and proper system operation.

9. Limitation of Liability

To the maximum extent permitted by Singapore law, our total liability for any claims arising from services provided shall not exceed the fees paid for the specific service giving rise to the claim.

We are not liable for indirect, consequential, special, or incidental damages, including lost profits, business interruption, or data loss, even if we have been advised of the possibility of such damages.

These limitations do not apply to liability for fraud, wilful misconduct, or matters that cannot be limited under applicable law.

10. Indemnification

You agree to indemnify and hold harmless Mindquill, its employees, and contractors from claims, damages, and expenses arising from your use of services, violation of these terms, or infringement of third-party rights. This includes reasonable legal fees and costs.

11. Termination

Termination by Either Party

Either party may terminate service agreements according to terms specified in those agreements, typically with written notice. Termination does not relieve obligations for work performed or fees incurred before termination.

Termination for Breach

We may terminate services immediately if you breach these Terms or service agreements, particularly regarding payment obligations, prohibited uses, or confidentiality.

Effect of Termination

Upon termination, you must cease use of our services and deliverables except as specifically licensed. We will provide work completed to date upon payment of fees owed. Provisions regarding confidentiality, intellectual property, and liability survive termination.

12. Dispute Resolution

Governing Law

These Terms are governed by the laws of Singapore. Any disputes shall be subject to the exclusive jurisdiction of Singapore courts.

Informal Resolution

Before initiating formal proceedings, parties agree to attempt good-faith informal resolution of disputes through direct communication. Many issues can be resolved through discussion.

Mediation

If informal resolution fails, parties may agree to mediation before the Singapore Mediation Centre or similar body before pursuing litigation.

13. General Provisions

Entire Agreement

These Terms, together with any service-specific agreements and our Privacy Policy, constitute the entire agreement between parties regarding use of our services.

Severability

If any provision is found unenforceable, the remaining provisions continue in effect. Unenforceable provisions will be modified to the minimum extent necessary to make them valid.

Waiver

Failure to enforce any provision does not constitute waiver of that provision or any other right. Waivers must be in writing to be effective.

Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations with notice to you.

Force Majeure

Neither party is liable for failure to perform obligations due to circumstances beyond reasonable control, including natural disasters, government actions, or technical failures beyond our systems.

14. Changes to Terms

We may modify these Terms periodically. Material changes will be communicated through our website or direct notification to active clients. Continued use of services after changes indicates acceptance of modified terms.

Changes do not apply retroactively to existing service agreements unless mutually agreed in writing.

15. Contact Information

For questions about these Terms and Conditions, contact: