Terms of Service — A5 Tech OÜ

1Definitions

In these Terms, the following words have the following meanings.

1.1"A5", "we", "us" — A5 Tech OÜ, a private limited company registered in the Republic of Estonia under registry code 16817460.
1.2"Client", "you" — the natural or legal person who enters into an Agreement with A5.
1.3"Terms" — this document, as amended from time to time in accordance with section 5.
1.4"Agreement" — the combination of these Terms and any Order accepted by both parties.
1.5"Order" — a written statement of work, quotation, subscription confirmation or license purchase that identifies the Services, the fees and, where applicable, the delivery date.
1.6"Services" — any of the Studio Services, Retainer Services, Digital Assets or Products described in section 3.
1.7"Studio Services" — scoped development or research work delivered against an agreed Definition of Done.
1.8"Retainer Services" — recurring advisory, engineering or model-maintenance capacity supplied on a monthly basis.
1.9"Digital Asset" — software, notebooks, models, datasets or documentation supplied under a one-off license rather than as bespoke work.
1.10"Product" — software operated by A5 and made available to you on a subscription or free-tier basis, including PMania Lab.
1.11"Deliverable" — the output of Studio Services identified in the Order.
1.12"Definition of Done" — the written, objective criteria in the Order by which a Deliverable is judged complete.
1.13"Client Data" — any data, content or materials you supply to A5, or which A5 processes on your behalf.
1.14"Background IP" — intellectual property owned or licensed by a party before the Agreement, or developed independently of it.
1.15"Consumer" — a natural person acting outside their trade, business, craft or profession.
1.16"Confidential Information" — has the meaning given in section 7.
1.17"Force Majeure" — has the meaning given in clause 9.6.

2Formation of agreements

2.1An Agreement is formed when you accept an Order in writing, or when you begin using a Product or Digital Asset made available to you.
2.2Acceptance by email, electronic signature or acceptance through a Product interface is valid and binding, and neither party may dispute the validity of an Agreement solely because it was concluded electronically.
2.3Where an Order conflicts with these Terms, the Order prevails for that engagement only.
2.4Any purchase order, supplier portal terms or standard purchasing conditions you issue have no effect on the Agreement unless A5 has accepted them in writing and by express reference.
2.5A quotation is valid for thirty (30) days from issue unless it states otherwise, and is not an offer capable of acceptance after it expires.
2.6If you enter into an Agreement on behalf of an organization, you warrant that you are authorised to bind that organization.

3Provision and use of the Services

3.1General. A5 will provide the Services with the reasonable skill and care to be expected of a competent specialist in applied machine learning, and in accordance with applicable Estonian and European Union law.
3.2Cooperation. You will supply the Client Data, access, domain expertise and decisions that the Order identifies as your responsibility. Where your delay prevents A5 from proceeding, agreed dates move by at least the length of the delay.
3.3Studio Services. A5 delivers against the Definition of Done stated in the Order. You have ten (10) working days from delivery to test the Deliverable against those criteria and to report, in writing, any respect in which it fails to meet them. A5 will remedy any properly reported failure at its own cost. Absent a written report within that period, the Deliverable is accepted.
3.4Nature of machine learning. You acknowledge that statistical and machine-learning systems produce probabilistic outputs and will make errors. A5 warrants that a Deliverable meets the measurable acceptance criteria in the Order. A5 does not warrant that any model will be free of incorrect outputs, and no such warranty may be inferred.
3.5Third-party models and services. Where an Order relies on a third-party model, API or service, its availability, scope, terms and behavior are outside A5's control. A5 will tell you which third parties an Order depends on before you accept it.
3.6Retainer Services. Retainers provide an agreed quantity of capacity per calendar month. Unused capacity does not carry over. A5 will tell you promptly if a request would exceed the agreed capacity, and will not exceed it without your written approval.
3.7Digital Assets. Digital Assets are licensed, not sold. Unless the Order or an accompanying license file states otherwise, A5 grants you a perpetual, worldwide, non-exclusive, non-transferable license to use, modify and incorporate the Digital Asset into your own products. You may not resell or redistribute it as a standalone product. Digital Assets released under an open-source license are governed by that license, which prevails over this clause.
3.8Products. Products are provided on an "as available" basis. A5 does not commit to an availability level for a Product unless the Order contains an express service level. A5 may modify or discontinue a Product, and will give at least thirty (30) days' notice before discontinuing a paid Product.
3.9Credentials. You are responsible for keeping account credentials secure and for actions taken through your account. Tell A5 without undue delay if you believe credentials have been compromised.
3.10Acceptable use. You may not use the Services to break the law, infringe another person's rights, attempt to gain unauthorised access to any system, or process personal data without a lawful basis. A5 may suspend Services immediately where continued provision would be unlawful, and will restore them as soon as the cause is resolved.
3.11Regulated and safety-critical use. Unless the Order expressly says otherwise, no Deliverable, Digital Asset or Product is supplied for use as a medical device, for clinical diagnosis, or in any application where failure could cause death, personal injury or severe environmental harm. Research software is supplied for research only.
3.12Subcontracting. A5 may engage subcontractors but remains fully responsible for their work as if it were its own.

4Fees and payment

4.1All fees are stated in euros (EUR) and exclude any taxes, duties or charges that apply to the Order.
4.2The binding fee is the one stated in the accepted Order.
4.3Unless the Order states otherwise, Studio Services are invoiced 40% on commencement and 60% on delivery.
4.4Retainer Services are invoiced monthly in advance. Products are invoiced according to the subscription period selected. Digital Assets are invoiced in full before delivery.
4.5Invoices are payable within fourteen (14) days of the invoice date by SEPA bank transfer, unless another method is agreed.
4.6A5 is not currently VAT registered. If that status changes, future Orders and invoices will state the applicable tax treatment clearly.
4.7Late payment accrues interest at the statutory rate under Estonian law from the due date until payment. A5 may also recover reasonable costs of collection.
4.8If an invoice is more than thirty (30) days overdue, A5 may suspend performance after giving you seven (7) days' written notice and an opportunity to pay. Suspension does not relieve you of the obligation to pay.
4.9You must raise any dispute about an invoice within fourteen (14) days of receiving it, in writing, with reasons. Undisputed amounts remain payable on time.
4.10Expenses that the Order identifies as reimbursable are charged at cost against receipts. A5 does not charge for travel time.

5Changes

5.1A5 may amend these Terms. A5 will publish the amended Terms and give at least thirty (30) days' notice by email to Clients with an active Agreement.
5.2If an amendment materially disadvantages you, you may terminate the affected Agreement without charge by giving written notice before the amendment takes effect. Fees already paid for a period after termination will be refunded pro rata.
5.3Amendments do not apply retroactively to Studio Services already in progress under an accepted Order.
5.4A5 may change the fees for Retainer Services and Products with at least sixty (60) days' notice, effective from the next renewal. Fees for an accepted Order do not change unless the scope changes.
5.5A change to the scope of Studio Services requires a written variation to the Order signed by both parties, stating the effect on fee and delivery date.

6Term and termination

6.1An Agreement for Studio Services runs until the Deliverable is accepted and paid for.
6.2Retainer Agreements run monthly and renew automatically. Either party may terminate for convenience by giving one (1) month of written notice expiring at the end of a calendar month.
6.3Product subscriptions renew automatically for successive periods unless canceled before the end of the current period.
6.4Either party may terminate an Agreement with immediate effect where the other party commits a material breach and fails to remedy it within fourteen (14) days of written notice, or becomes insolvent, enters liquidation or ceases to trade.
6.5A5 may terminate with immediate effect where continued performance would require it to act unlawfully, or where clause 3.10 is breached and the breach is not capable of remedy.
6.6On termination you must pay for all Services performed up to the termination date, including work in progress calculated as a proportion of the Definition of Done that has been met.
6.7Handover. On termination or completion, and provided you have paid all undisputed sums due, A5 will deliver the source code, trained model artifacts, data pipeline and documentation for the Deliverable in a commonly used format. A5 does not withhold Deliverables as leverage in a commercial dispute over amounts that are genuinely disputed.
6.8Sections 7, 8, 9 and 14 survive termination, together with any other clause that by its nature is intended to survive.

7Confidentiality

7.1"Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or that a reasonable person would understand to be confidential from its nature or the circumstances of disclosure. Client Data is always Confidential Information.
7.2Each party will keep the other's Confidential Information confidential, use it only to perform the Agreement, and protect it with at least the care it applies to its own confidential information.
7.3Confidential Information may be disclosed to employees, subcontractors and professional advisers who need it and are bound by equivalent obligations, and where disclosure is required by law or a competent authority. Where lawful, the disclosing party will be notified first.
7.4The obligations do not apply to information that is or becomes public through no breach of this section, was lawfully known before disclosure, is received lawfully from a third party without restriction, or is independently developed without use of the Confidential Information.
7.5These obligations continue for five (5) years after termination, and indefinitely for anything that constitutes a trade secret under applicable law.
7.6Publicity. A5 will not name you as a client, describe your project publicly, or use your marks in any marketing material without your prior written consent for each such use.

8Intellectual property

8.1Each party retains ownership of its Background IP. Nothing in the Agreement transfers Background IP.
8.2On receipt of full payment for the relevant Order, A5 assigns to you all intellectual property rights in the Deliverable that were created specifically for you under that Order, to the fullest extent permitted by Estonian law, together with the exclusive right to exercise the author's economic rights.
8.3The assignment in clause 8.2 does not cover A5's Background IP, general methods, techniques, know-how or reusable tooling embedded in the Deliverable. A5 grants you a perpetual, worldwide, non-exclusive, royalty-free, transferable license to use those elements to the extent necessary to use, maintain and further develop the Deliverable.
8.4A5 acquires no rights in Client Data. You grant A5 a limited license to process Client Data solely to perform the Agreement.
8.5A5 will not use Client Data to train models for any purpose other than your Order, and will not disclose Client Data to a third-party model provider on terms that permit that provider to train on it, unless you have given specific written consent.
8.6A5 retains the right to reuse general skills, experience, ideas, methods and know-how acquired during an engagement, provided that it discloses no Confidential Information and infringes no right assigned under clause 8.2.
8.7Where a Deliverable incorporates third-party or open-source components, A5 will identify them and their licenses on delivery. Your use of those components is governed by their own licenses.

9Liability of the parties

9.1Nothing in the Agreement limits liability for death or personal injury caused by negligence, for intentional misconduct or gross negligence, or for any other liability that cannot be limited under applicable law.
9.2Subject to clause 9.1, each party's total aggregate liability arising out of or in connection with an Agreement is limited to the total fees paid and payable by you under that Agreement in the twelve (12) months preceding the event giving rise to the claim.
9.3Subject to clause 9.1, neither party is liable for indirect or consequential loss, loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity, or loss or corruption of data to the extent that data was recoverable from a backup the claiming party ought reasonably to have maintained.
9.4You are responsible for the decisions you take on the basis of a Deliverable's outputs, and for maintaining human review appropriate to the consequences of an incorrect output. A5 is not liable for loss arising from reliance on a probabilistic output without such review.
9.5You will indemnify A5 against claims arising from Client Data, including any claim that A5's agreed processing of Client Data infringed a third party's rights or breached data-protection law, except to the extent the claim results from A5's own breach of the Agreement.
9.6Force Majeure. Neither party is liable for failure or delay caused by an event beyond its reasonable control, including natural disaster, war, civil unrest, epidemic, act of a public authority, failure of a public communications network, or large-scale failure of a third-party cloud or model provider. The affected party will notify the other without undue delay and use reasonable efforts to mitigate. If the event continues for more than sixty (60) days, either party may terminate the affected Agreement with immediate written notice.
9.7A claim must be brought within twelve (12) months of the claiming party becoming aware, or when it ought reasonably to have become aware, of the circumstances giving rise to it, to the extent such a limit is permitted by law.

10Consumer's rights

10.1This section applies only where you are a Consumer resident in the European Economic Area. Where it conflicts with another section, this section prevails.
10.2Nothing in these Terms excludes or limits any right you have under mandatory consumer protection law, and any provision that purported to do so does not apply to you.
10.3Right of withdrawal. Where an Agreement is concluded at a distance or off-premises, you may withdraw within fourteen (14) days of its conclusion without giving a reason, by any clear written statement sent to the address in section 14.
10.4If you ask A5 to begin performing during the withdrawal period and then withdraw, you must pay a proportionate amount for what was performed up to the point of withdrawal.
10.5The right of withdrawal is lost for digital content supplied other than on a tangible medium once performance has begun with your prior express consent and your acknowledgment that you thereby lose the right, as permitted by law.
10.6The liability limitations in section 9 apply to you only to the extent that Estonian consumer protection law permits.
10.7You may refer a dispute to the Consumer Disputes Committee of the Estonian Consumer Protection and Technical Regulatory Authority, or use the European Commission's online dispute resolution platform. Use of these avenues does not affect your right to go to court.

11Processing of personal data

11.1Where A5 processes personal data on your behalf in the course of providing the Services, you act as controller and A5 acts as processor within the meaning of Regulation (EU) 2016/679 (GDPR).
11.2A5 will process such personal data only on your documented instructions, unless required otherwise by Union or member state law, in which case A5 will inform you before processing where that law permits.
11.3A5 will ensure that persons authorised to process personal data are bound by confidentiality, will implement appropriate technical and organizational measures under Article 32 GDPR, and will assist you with data subject requests and with Articles 32 to 36 GDPR so far as is reasonable.
11.4A5 will not engage a sub-processor without your prior general or specific written authorisation, and will give you notice of any intended change so that you may object.
11.5On termination, A5 will delete or return personal data at your choice, except where Union or member state law requires storage.
11.6A5 will make available the information necessary to demonstrate compliance with this section and will permit audits by you or an auditor you mandate, on reasonable notice and no more than once per year absent a security incident.
11.7A5 will enter into a separate data processing agreement on request. Where signed, that agreement prevails over this section.
11.8Where A5 processes personal data as controller — for example contact details of your staff for the purpose of managing the relationship — it does so in accordance with its privacy notice.
11.9Personal data is processed within the European Economic Area unless you have agreed otherwise in writing. Where a transfer outside the EEA is necessary, it will rely on an adequacy decision or on appropriate safeguards under Chapter V GDPR.

12Unlawful and harmful content

12.1You must not use the Services to create, process, store or distribute content that is unlawful under Estonian or Union law, including terrorist content within the meaning of Regulation (EU) 2021/784 and material depicting the sexual abuse of children.
12.2Where A5 becomes aware of such content it will remove or disable access to it and, where required by law, report it to the competent authority without undue delay.
12.3A5 will notify you of any removal or report unless prohibited from doing so by law or by the competent authority.
12.4A5 does not generally monitor the content you process through the Services and assumes no obligation to do so.

13Jurisdiction-specific provisions

13.1Estonia. Where you are established in Estonia, statutory late-payment interest is calculated in accordance with the Law of Obligations Act, and A5 may recover reasonable debt collection costs to the extent permitted by that Act.
13.2Where mandatory law in your country of establishment or residence conflicts with these Terms, that mandatory law applies to the extent of the conflict and the remainder of the Terms is unaffected.

14Final provisions

14.1The Agreement constitutes the entire agreement between the parties on its subject matter and supersedes any prior discussion, proposal or representation, save for fraudulent misrepresentation.
14.2Notices must be in writing and are validly given by email to the address the parties have used for the engagement, or to the registered address of the recipient.
14.3Neither party may assign the Agreement without the other's written consent, except to a successor of substantially the whole of its business, and consent will not be unreasonably withheld.
14.4If any provision is held invalid or unenforceable, the remainder continues in force and the invalid provision is replaced by a valid one that comes closest to the parties' original intention.
14.5A failure or delay in exercising a right is not a waiver of it, and a single or partial exercise does not prevent further exercise.
14.6Nothing in the Agreement creates a partnership, joint venture, agency or employment relationship between the parties. A5 performs the Services as an independent contractor.
14.7The Agreement is governed by the law of the Republic of Estonia, excluding its conflict-of-law rules and excluding the United Nations Convention on Contracts for the International Sale of Goods.
14.8The parties will attempt in good faith to resolve any dispute by negotiation. Failing that, disputes are subject to the exclusive jurisdiction of Harju County Court, Estonia, save that a Consumer may bring proceedings in the courts of their place of residence as provided by law.
14.9These Terms are drawn up in English. Where a translation is provided for convenience and differs, the English version prevails, except where mandatory consumer law requires otherwise.
14.10Contact: A5 Tech OÜ, registry code 16817460, Estonia. Written inquiries to the email address published at a5tech.ee.