"Agreement" means these Terms of Service combined with any Statement of Work, Proposal, or Service Schedule agreed between the parties.

"Client" means the organisation or individual engaging AILEX Consulting for professional services.

"Confidential Information" includes all proprietary, technical, commercial, or strategic information disclosed by either party.

"Deliverables" means reports, assessments, frameworks, training materials, or other work products specified in the applicable Statement of Work.

"EU AI Act" means Regulation (EU) 2024/1689 on artificial intelligence and amending regulations, as may be amended from time to time.

"Professional Services" includes regulatory affairs guidance, AI governance advisory, compliance assessment, training delivery, and strategic consultation.

"Personal Data" has the meaning set forth in the UK General Data Protection Regulation and Data Protection Act 2018.

2.1 Service Standards: AILEX Consulting shall provide Professional Services with the skill, care, and diligence reasonably expected from a competent practitioner in regulatory affairs and AI governance.

2.2 Scope Definition: Services shall be performed in accordance with the Statement of Work or Service Schedule. Any variation requiring additional resources or extending timelines shall be subject to written agreement and additional fees.

2.3 Regulatory Currency: AILEX maintains current knowledge of EU AI Act requirements, UK data protection legislation, and related regulatory frameworks. Clients acknowledge that regulatory interpretation may evolve and additional guidance may necessitate service adjustments.

2.4 Independence Requirement: AILEX shall maintain professional independence whilst delivering services. Recommendations shall be based on regulatory requirements and best practice rather than commercial considerations unrelated to compliance objectives.

2.5 Client Cooperation: Service delivery requires Client cooperation including timely provision of information, access to relevant personnel, and decision-making authority for implementation recommendations.

3.1 Fee Structure: Fees shall be as specified in the Statement of Work, calculated either as fixed project amounts, monthly retainers, or time-based charges at agreed daily or hourly rates.

3.2 Payment Schedule: Project fees exceeding £10,000 require advance payments according to agreed milestones. Retainer services require monthly payment in advance. Assessment services require 60% payment upon engagement commencement.

3.3 Payment Terms: Invoices are due within 14 days of issue unless otherwise specified. Late payment may incur interest at 8% above Bank of England base rate and suspension of services until payment received.

3.4 Expenses: Reasonable expenses incurred in service delivery, including travel, accommodation, and specialist third-party costs, shall be reimbursed at cost with appropriate documentation.

3.5 Currency and VAT: All fees are stated exclusive of VAT unless specified otherwise. Payments shall be made in GBP unless alternative currency arrangements are documented.

3.6 Fee Variation: Annual fee reviews may apply to ongoing retainer arrangements. Emergency consultation services command premium rates as specified in engagement communications.

4.1 Deliverable Ownership: Upon full payment, Client shall own all rights in customised Deliverables created specifically for their organisation. AILEX retains ownership of methodologies, templates, and general knowledge developed independently.

4.2 Existing IP Protection: AILEX's pre-existing intellectual property, including assessment frameworks, training materials, and analytical methodologies, remains AILEX property with Client receiving licence for agreed purposes.

4.3 Confidentiality Obligations: Both parties undertake to maintain confidentiality of Confidential Information disclosed during the engagement. This obligation survives termination and continues for five years unless information enters public domain through no breach of this Agreement.

4.4 Data Protection Compliance: Processing of Personal Data shall comply with applicable data protection legislation. Where AILEX processes Personal Data on Client's behalf, separate data processing agreements may be required.

4.5 Knowledge Retention: AILEX may retain general knowledge, experience, and techniques acquired during service delivery for application to future client relationships, provided no Confidential Information is disclosed.

5.1 Professional Standards: AILEX warrants that services shall be performed with reasonable skill and care in accordance with professional standards applicable to regulatory consulting.

5.2 Liability Limitation: AILEX's total liability for any claim arising from or relating to services shall not exceed the total fees paid by Client in the 12 months preceding the claim, subject to minimum liability of £50,000.

5.3 Excluded Losses: Neither party shall be liable for indirect, consequential, special, or punitive damages, loss of profits, business interruption, or loss of data, even if advised of the possibility of such damages.

5.4 Professional Indemnity: AILEX maintains professional indemnity insurance of not less than £2,000,000 per claim with annual aggregate cover. Insurance certificates available upon request.

5.5 Regulatory Interpretation: Whilst AILEX provides expert guidance on regulatory requirements, final compliance responsibility remains with Client. AILEX shall not be liable for regulatory interpretation changes or enforcement actions beyond its control.

5.6 Claim Notification: Claims must be notified in writing within 12 months of discovery or reasonable discovery of the circumstances giving rise to the claim.

6.1 Termination Rights: Either party may terminate with 30 days' written notice for ongoing retainer arrangements. Project-based work may be terminated only with mutual consent or for material breach.

6.2 Immediate Termination: Either party may terminate immediately upon written notice if the other party commits material breach unremedied after 14 days' written notice, becomes insolvent, or ceases trading.

6.3 Payment on Termination: Upon termination, Client shall pay for all services performed and expenses incurred up to the termination date. Work product completed prior to termination shall be delivered upon payment.

6.4 Service Suspension: AILEX may suspend services if payments become overdue by more than 30 days, provided 14 days' written notice is given.

6.5 Survival Provisions: Confidentiality, intellectual property, payment obligations, and liability limitations shall survive termination.

7.1 Governing Law: This Agreement shall be governed by English law and subject to the exclusive jurisdiction of English courts.

7.2 Force Majeure: Neither party shall be liable for failure to perform obligations due to circumstances beyond reasonable control, including natural disasters, government actions, or technical failures.

7.3 Entire Agreement: This Agreement constitutes the entire agreement between parties and supersedes all prior negotiations, representations, or agreements relating to the subject matter.

7.4 Variation: Modifications must be agreed in writing by authorised representatives of both parties.

7.5 Severability: If any provision is found invalid or unenforceable, the remaining provisions shall continue in full force and effect.

7.6 Assignment: Neither party may assign rights or obligations without prior written consent, except AILEX may assign to affiliated companies or in connection with business transfer.

7.7 Notices: Formal notices shall be delivered to the registered addresses or principal email addresses of each party and deemed received when delivery is confirmed.

8.1 Professional Standards: AILEX adheres to applicable professional standards for regulatory consulting and maintains current knowledge through continuing professional development.

8.2 Regulatory Authority: AILEX operates as an independent professional services firm and does not hold itself out as providing legal advice unless separately qualified and engaged for such purpose.

8.3 Conflicts of Interest: AILEX shall disclose any material conflicts of interest and implement appropriate measures to ensure independent professional judgement.

8.4 Anti-Bribery Compliance: Both parties shall comply with applicable anti-bribery and corruption legislation, including the UK Bribery Act 2010.

8.5 Data Security: AILEX maintains appropriate technical and organisational measures to protect Confidential Information and Personal Data in accordance with applicable data protection requirements.