These Terms of Engagement govern all professional services, AI deployment, consultancy, and advisory work performed by Cardinal AI Systems Ltd. By proceeding with any engagement, submitting an evaluation request, or entering into a Statement of Work, you agree to be bound by these terms. These terms are updated periodically; the version in force at the commencement of any engagement governs that engagement unless otherwise agreed in writing.
| Term | Definition |
|---|---|
| "Cardinal AI," "we," "us" | Cardinal AI Systems Ltd, a company incorporated in England and Wales |
| "Client," "you" | The entity or individual entering into an engagement with Cardinal AI Systems |
| "Engagement" | Any professional services relationship governed by a Statement of Work or equivalent written agreement |
| "Statement of Work" (SOW) | A written document defining the fixed scope, deliverables, timeline, and fees for a specific engagement |
| "Deliverables" | The outputs, systems, reports, documentation, or other work product specified in the applicable SOW |
| "Confidential Information" | Any non-public information disclosed by either party in connection with an engagement |
| "Intellectual Property" | All patents, copyrights, trademarks, trade secrets, and other proprietary rights |
Cardinal AI Systems provides enterprise AI deployment, governance architecture, intelligence infrastructure, and strategic advisory services. All services are delivered on a fixed-scope basis as defined in a mutually executed Statement of Work.
Our engagements are intentionally fixed in scope. We do not accept open-ended retainers or time-and-materials arrangements as our standard model. Each SOW defines:
Any changes to scope must be agreed in writing via a Change Order signed by both parties before additional work commences. We reserve the right to decline scope changes that would compromise delivery integrity or timeline.
Our engagement process follows a disciplined four-stage methodology:
Submission of an evaluation request does not constitute an engagement, and no contractual obligations arise until a Statement of Work has been executed by both parties.
Confidentiality is foundational to how we operate. Both parties agree to maintain strict confidentiality in respect of all Confidential Information received from the other party.
For engagements involving particularly sensitive information, we may execute a standalone NDA prior to evaluation. Where a standalone NDA is in place, its terms govern confidentiality obligations and supersede this section to the extent of any conflict.
All fees are as specified in the applicable Statement of Work. Our fees reflect the principal-led nature of our engagements and the governance architecture embedded in every deployment. We do not compete on price; we compete on outcome.
Reasonable pre-approved travel and out-of-pocket expenses are charged at cost and invoiced separately unless the SOW specifies a fixed all-inclusive fee.
All fees are exclusive of VAT or applicable taxes, which will be added where required by law.
Upon receipt of full payment, intellectual property rights in the Deliverables specifically created for your engagement transfer to you, subject to Section 6.2.
We retain all rights in our pre-existing methodologies, frameworks, architectures, tools, and know-how ("Background IP"). Where Deliverables incorporate Background IP, we grant you a perpetual, non-exclusive, royalty-free licence to use that Background IP solely as embedded in the Deliverables and for the purpose for which the engagement was conducted.
Nothing in these terms transfers ownership of our Background IP to you. You may not extract, replicate, or commercialise our methodologies or frameworks independently of the Deliverables.
Our total aggregate liability to you for any claims arising out of or relating to any engagement shall not exceed the total fees paid by you under the applicable Statement of Work in the twelve months preceding the claim.
We shall not be liable for any indirect, consequential, special, or punitive losses, including loss of profit, loss of data, loss of business, or damage to reputation, even if we have been advised of the possibility of such losses.
Nothing in these terms limits our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be limited.
You are responsible for ensuring that the information and data you provide to us is accurate, complete, and lawfully obtained. We are not liable for outcomes arising from inaccurate, incomplete, or unlawfully provided input data.
We warrant that our services will be performed with reasonable skill and care, in accordance with the specifications in the applicable SOW, and by personnel with appropriate expertise.
We do not warrant that AI systems or intelligence platforms will operate without interruption or error, that outputs will be error-free, or that any particular commercial outcome will be achieved. AI systems are subject to the inherent limitations of the underlying models and data.
All other warranties, express or implied, are excluded to the maximum extent permitted by law.
Either party may terminate an engagement immediately on written notice if the other party materially breaches these terms or the applicable SOW and fails to remedy such breach within 14 days of written notice.
Either party may terminate an engagement for convenience on 30 days' written notice. Where you terminate for convenience, fees for work completed to the date of termination remain payable, and any advance payments for uncompleted work will be returned on a pro-rata basis, less our reasonable costs incurred.
Clauses relating to confidentiality, intellectual property, liability, and governing law survive termination of any engagement.
Each party shall comply with applicable data protection legislation, including the UK GDPR and the Data Protection Act 2018. Where we process personal data on your behalf as data processor, we will do so only on your documented instructions and in accordance with a data processing agreement to be agreed prior to any such processing commencing.
Our handling of your personal data in the context of enquiries and engagements is described in our Privacy Policy.
These terms and any engagement governed by them are subject to the laws of England and Wales. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales for the resolution of any dispute.
Before commencing formal proceedings, the parties agree to attempt resolution through good-faith negotiation between senior representatives within 30 days of a written dispute notice. Where negotiation is unsuccessful, either party may proceed to litigation or, where both parties agree, to binding arbitration under the LCIA Rules.
For questions about these Terms of Engagement, or to discuss the governance framework for a potential engagement, contact: legal@cardinalaisystems.com or ronke@cardinalaihq.com