Camden AI Ltd - Standard Terms & Conditions

Effective Date: 28 July 2025

These Terms & Conditions ("Terms") apply to all services provided by Camden AI Ltd (registered in England & Wales under company number 11526621) to its clients under individually executed Work Orders.

1. Definitions

Business Day: Monday to Friday, excluding public holidays in England.
Camden AI IPRs: Intellectual Property Rights in Camden AI’s methodologies, code, templates, data models, software, and connectors, excluding Customer Materials.
Charges: The fees payable for Services, as detailed in the applicable Work Order.
Contract: These Terms together with the relevant Work Order.
Customer Materials: Any materials provided by the Customer for use in the Services.
Deliverables: Work products or outputs created by Camden AI under the Services.
Intellectual Property Rights: Includes copyrights, patents, trademarks, and all related proprietary rights.
Services: The services and Deliverables defined in the Work Order.
Services Start Date: The date specified in the Work Order.
Work Order: A signed order form referencing these Terms, detailing the scope and specifics of Services.

2. Term

These Terms shall apply from the Effective Date and continue unless terminated in accordance with Clause 8.

3. Supply of Services

Camden AI shall:

  • Provide Services with reasonable care and skill;

  • Endeavour to meet specifications and timelines described in the Work Order;

  • Ensure Deliverables materially conform to agreed specifications.

4. Customer Obligations

The Customer agrees to:

  • Cooperate with Camden AI personnel;

  • Provide necessary information and access;

  • Accept responsibility for delays caused by their own acts or omissions.

If Customer-caused delays occur, Camden AI may:

  • Be excused from delays and associated liability;

  • Invoice for work completed to date;

  • Charge for additional costs incurred due to delay.

5. Intellectual Property

  • Camden AI assigns Deliverables' IPRs (excluding Camden AI IPRs) upon full payment.

  • Camden AI retains ownership of all Camden AI IPRs.

  • Customer retains rights to Customer Materials.

  • Camden AI grants a non-exclusive, royalty-free license to use Camden AI IPRs embedded in Deliverables.

  • Customer grants Camden AI a license to use Customer Materials for delivery of the Services.

6. Charges & Payment

  • Invoices issued monthly in arrears; payment due within 14 days.

  • Charges exclude VAT.

  • Camden AI may suspend Services for unpaid invoices.

7. Liability

  • Nothing excludes liability for death, personal injury, fraud, or statutory rights.

  • Camden AI’s total liability is capped at the total fees paid in the 12 months prior to the event.

  • Neither party is liable for indirect or consequential losses, including lost profits, data loss, or business interruption.

8. Termination

Either party may terminate immediately with written notice if the other:

  • Commits a material breach that is irremediable or not remedied within 30 days of notice.

On termination:

  • All unpaid invoices and accrued charges become immediately due;

  • Contractual obligations surviving termination remain enforceable.

9. Confidentiality & Data Protection

  • Each party must protect the other's confidential information for 5 years post-termination.

  • Permitted disclosure only to those who need to know for Contract purposes or by law.

  • Camden AI will process personal data per the Customer’s instructions and applicable law.

10. Variation

Changes must be agreed in writing and signed by both parties.

11. Waiver

No waiver is valid unless in writing.

12. Non-Solicitation

Customer may not hire Camden AI’s staff or subcontractors involved in the Contract for 12 months post-Contract. Breach incurs a fee equal to 12 months’ salary/fees.

13. Notices

Notices may be sent by hand or email. Deemed received:

  • Hand delivery: at time of delivery;

  • Email: at time recorded in delivery receipt.

14. Third Party Rights

No third party may enforce any provision of the Contract.

15. Entire Agreement

These Terms and the applicable Work Order constitute the entire agreement.

16. Force Majeure

Neither party is liable for failure to perform due to events beyond reasonable control.

17. Assignment

Camden AI may subcontract with notice and Customer approval but remains responsible for all Services.

18. Governing Law

These Terms are governed by the law of England and Wales.

19. Jurisdiction

Disputes shall be resolved exclusively in the courts of England and Wales.

These Terms & Conditions are available incorporated by reference in all Work Orders issued by Camden AI Ltd. For the avoidance of doubt, in case of conflict between a Work Order and these Terms, the Work Order shall prevail.