The rules that govern our relationship.

These Terms of Service ("Terms") govern your access to and use of Deburise Solutions's website and services. By accessing the website, requesting a consultation, signing up for a newsletter, or engaging us for paid work, you agree to be bound by these Terms.

If you don't agree, please don't use the website or services. For paid engagements, a signed Statement of Work ("SOW"), Master Services Agreement ("MSA"), or order form supersedes anything in these Terms that conflicts with it.

Deburise provides AI and automation services, including consulting, system design, development, deployment, ongoing managed support, and related professional services. The specific scope of any engagement - including deliverables, timeline, fees, and acceptance criteria - is described in a signed SOW between you and us.

Without a signed SOW, we are not performing any services for you, and no expectation of work product, deadlines, or specific outcomes exists. Sales conversations, demos, and consultation calls are exploratory until and unless captured in a signed SOW.

Fees for our services are set out in the applicable SOW. Unless your SOW specifies different terms, invoices are due within 14 calendar days of issue. Payment is in the currency stated on the invoice; bank transfer fees are payable by the sender.

Overdue invoices may accrue interest at the maximum rate permitted by applicable law from the due date until paid. We reserve the right to suspend services for accounts overdue more than 30 days, after providing written notice. Material non-payment may result in termination as described below.

Fees are exclusive of applicable taxes (GST, VAT, withholding, etc.), which are your responsibility. We'll add such taxes to invoices where we're required to collect them.

Subject to full payment of the fees set out in the relevant SOW:

• Custom deliverables - source code, configurations, documentation, designs, and other materials created specifically for you - are owned by you upon payment. We assign all right, title, and interest in those custom deliverables to you.
• Background IP - pre-existing tools, libraries, frameworks, methodologies, prompts, and internal templates that we bring to the engagement - remains owned by us. We grant you a perpetual, worldwide, non-exclusive, royalty-free license to use Background IP as integrated into your custom deliverables.
• Third-party software remains subject to its own licenses. We'll surface third-party components and their licenses as part of project documentation.
• Your data remains your property at all times. We act only as a processor under the terms of any signed Data Processing Agreement.

Each party agrees to treat the other party's confidential information as confidential, to use it only for purposes related to the engagement, and to protect it with at least the same degree of care it uses for its own confidential information of a similar nature (and in no event less than reasonable care).

"Confidential information" includes any non-public business, technical, financial, customer, or strategic information disclosed by one party to the other in connection with the engagement, whether marked confidential or not. It excludes information that is publicly available through no fault of the receiving party, independently developed without use of the disclosing party's information, or rightfully received from a third party without confidentiality obligations.

Confidentiality obligations survive termination of the engagement for as long as the information remains confidential, and for no less than five years from disclosure for trade secrets and similar information.

You agree not to use the website or services to:

• Violate any applicable law, regulation, or third-party right.
• Transmit malicious code, attempt unauthorised access to our systems, or interfere with our infrastructure or that of our service providers.
• Reverse-engineer, decompile, or attempt to extract source code from our software beyond what is permitted by your license or by applicable law.
• Use AI systems we build or operate to produce harmful, deceptive, or illegal content - including content that targets minors, generates spam, impersonates real people without consent, or infringes intellectual property rights.
• Resell, sublicense, or otherwise commercially exploit our services without our written permission.
• Use our website to scrape, crawl, or extract data at volume in ways that interfere with normal service operation.

We warrant that services will be performed in a professional and workmanlike manner consistent with prevailing industry standards. If any deliverable fails to meet this warranty during a remedy period set out in your SOW (typically 30 days post-delivery), we will, at our option, re-perform the work or refund the fees paid for the non-conforming portion.

EXCEPT FOR THE EXPRESS WARRANTIES STATED HERE OR IN A SIGNED SOW, OUR WEBSITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AVAILABILITY, OR NON-INFRINGEMENT.

AI systems are probabilistic and can produce outputs that are inaccurate, incomplete, biased, or unsuitable for a particular use. We do not warrant that any AI-generated output is fit for a specific decision or purpose without your independent review. You retain full responsibility for decisions made on the basis of AI outputs produced by systems we build.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL DEBURISE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUES, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO YOUR USE OF OUR SERVICES OR WEBSITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Our aggregate cumulative liability under or in connection with these Terms and any SOW is limited to the fees paid by you to us under the SOW in the twelve (12) months immediately preceding the event giving rise to the claim. Some jurisdictions do not allow exclusion or limitation of certain damages or warranties - in those jurisdictions, our liability is limited to the maximum extent permitted by applicable law.

By Deburise: We will defend you against any third-party claim that custom deliverables we created for you under an SOW infringe a valid copyright, trade secret, patent, or trademark, and will pay damages and costs finally awarded against you (or amounts paid in a settlement we approve), provided you give us prompt written notice, reasonable cooperation, and sole control of the defense and settlement.

By you: You will defend us against any third-party claim arising from (a) your misuse of our services or website, (b) your violation of these Terms or any SOW, (c) your infringement of any third-party right, or (d) data or instructions you provide that cause our deliverables to violate law or third-party rights, and will pay damages and costs finally awarded against us (or amounts paid in a settlement you approve), subject to the same notice and cooperation conditions.

These Terms govern your use of our website until you stop using it. For paid engagements, the term and termination rights are set out in the applicable SOW. If your SOW is silent on termination, either party may terminate the engagement for convenience by giving thirty (30) days' prior written notice, or for material breach uncured within fifteen (15) days of written notice.

On termination: you pay for work performed up to the termination date (including non-cancellable third-party costs we've committed to on your behalf); we deliver work-in-progress to enable continuity; and the sections on Intellectual Property, Confidentiality, Payment, Warranties, Limitation of Liability, Indemnification, and Governing Law survive termination.

We may update these Terms from time to time to reflect changes in our services, technology, legal requirements, or business practices. Material changes will be announced via our website (and, where you have an active engagement with us, by email) at least 30 days before they take effect.

Continued use of our website or services after the effective date of changes constitutes acceptance of the updated Terms. If you do not agree to a change, please stop using the website and contact us to discuss the implications for any active engagement.

These Terms are governed by the laws of India, without regard to conflict-of-laws principles. The courts located in Bengaluru, Karnataka have exclusive jurisdiction over any disputes arising out of or relating to these Terms or our services, unless a different governing law or forum is specified in your signed SOW or MSA.

Both parties agree to first attempt good-faith negotiation of any dispute before commencing legal proceedings, and to consider mediation or arbitration where appropriate to resolve disputes efficiently and confidentially.

Questions about these Terms or any of our services? Reach out to:

See also our Privacy Policy, Cookie Policy, and Data Processing Agreement for the complete picture.