Terms & Conditions

1. Definitions

In these Terms and Conditions:

• "Services" refers to AI integration services, network assessments, node development, and related consulting provided by Novaweave.
• "Client" or "you" refers to the individual or organization engaging our Services.
• "Agreement" means these Terms and Conditions along with any applicable service agreements or statements of work.
• "Website" refers to the Novaweave website and associated online platforms.
• "AI Mesh" or "Mesh" refers to connected networks of AI nodes and integrations implemented through our Services.

2. Acceptance of Terms

By accessing our Website or engaging our Services, you agree to be bound by these Terms and Conditions. If you do not agree with any part of these terms, you should not use our Website or Services.

These terms apply to all visitors, users, and others who access or use our Services. You must be at least 18 years old and have the legal capacity to enter into contracts to use our Services.

3. Service Description

3.1 General Description

Novaweave provides AI integration services designed to connect AI capabilities with existing business operations. Our services include network assessments, AI node development, and enterprise mesh integration.

3.2 Service Availability

We make reasonable efforts to ensure service availability but cannot guarantee uninterrupted access. Services may be temporarily unavailable for maintenance, updates, or due to circumstances beyond our control.

3.3 Geographic Restrictions

Our services are primarily offered to clients in Singapore and Southeast Asia. Availability in other regions is subject to our discretion and applicable regulations.

4. Service Engagement

4.1 Service Agreements

Specific service engagements are governed by individual service agreements or statements of work, which incorporate these Terms by reference. In case of conflict, the specific service agreement prevails.

4.2 Client Responsibilities

Clients agree to:

• Provide accurate information required for service delivery
• Grant necessary access to systems and data as specified in service agreements
• Designate authorized representatives for project decisions
• Review deliverables and provide timely feedback
• Maintain appropriate backups of critical systems and data

4.3 Scope Changes

Changes to agreed scope require written approval and may affect timelines and pricing. We will provide estimates for scope changes before implementation.

5. Payment Terms

5.1 Fees and Pricing

Service fees are specified in individual service agreements. All prices are quoted in Singapore Dollars (SGD) unless otherwise stated. Fees do not include applicable taxes, which will be added as required by law.

5.2 Payment Schedule

Payment terms are specified in service agreements. Unless otherwise agreed, invoices are due within 30 days of issuance. Late payments may incur interest charges at the rate of 1.5% per month or the maximum allowed by law, whichever is less.

5.3 Payment Methods

We accept payment via bank transfer and other methods as specified in your invoice. Payment processing is handled securely through established financial institutions.

5.4 Refund Policy

Refunds are handled on a case-by-case basis considering work completed and deliverables provided. Deposits and completed work are generally non-refundable. Specific refund terms may be outlined in individual service agreements.

6. Intellectual Property

6.1 Client Data and Materials

You retain ownership of all data, content, and materials you provide. By engaging our services, you grant us a limited license to use these materials solely for delivering the contracted services.

6.2 Deliverables

Upon full payment, you receive ownership of custom AI nodes and integrations developed specifically for you. This does not include our underlying frameworks, methodologies, or reusable components, which remain our property.

6.3 Third-Party Components

Implementations may incorporate third-party software or services subject to their respective licenses. We ensure appropriate licensing for all components but do not transfer ownership of third-party intellectual property.

6.4 Novaweave Property

All intellectual property rights in our methodologies, processes, frameworks, documentation templates, and general knowledge remain our exclusive property. You may not reproduce, modify, or distribute these materials without written permission.

7. Confidentiality

Both parties agree to maintain confidentiality of proprietary information shared during the service engagement. Confidential information includes business data, technical specifications, project details, and other non-public information.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach of this agreement, (b) was rightfully known prior to disclosure, (c) is independently developed, or (d) must be disclosed by law.

These confidentiality obligations survive termination of the service relationship for a period of three years.

8. Warranties and Disclaimers

8.1 Service Warranty

We warrant that services will be performed with reasonable care and skill consistent with industry standards. We will address material defects in deliverables reported within 30 days of delivery at no additional charge.

8.2 Disclaimer

Except as expressly stated, services are provided "as is" without warranties of any kind, whether express or implied. We do not guarantee specific business outcomes, performance improvements, or cost savings from AI integration.

8.3 AI Technology Limitations

AI technologies have inherent limitations and may not perform perfectly in all scenarios. We make reasonable efforts to optimize AI node performance but cannot guarantee error-free operation or specific accuracy levels unless explicitly stated in writing.

9. Limitation of Liability

9.1 Liability Cap

Our total liability for any claims arising from or related to services shall not exceed the amount paid by you for the specific services giving rise to the claim, or SGD 10,000, whichever is less.

9.2 Excluded Damages

We shall not be liable for indirect, incidental, consequential, special, or punitive damages, including lost profits, lost data, or business interruption, even if advised of the possibility of such damages.

9.3 Exceptions

These limitations do not apply to liability arising from willful misconduct, gross negligence, or violations of applicable law where such limitations are prohibited.

10. Indemnification

You agree to indemnify and hold harmless Novaweave, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including legal fees) arising from:

• Your breach of these Terms
• Your violation of any law or regulation
• Your violation of third-party rights
• Your use of deliverables in ways not contemplated by the service agreement

11. Termination

11.1 Termination by Client

You may terminate service engagements according to terms specified in your service agreement. Early termination may require payment for work completed and committed resources.

11.2 Termination by Novaweave

We may terminate services if you breach material terms of the agreement and fail to remedy the breach within 14 days of written notice, or immediately if continued service would violate applicable law.

11.3 Effect of Termination

Upon termination, you must pay for all work completed through the termination date. We will provide deliverables completed to that point. Provisions regarding confidentiality, intellectual property, and liability survive termination.

12. Dispute Resolution

12.1 Governing Law

These Terms are governed by the laws of Singapore. Any disputes shall be subject to the exclusive jurisdiction of Singapore courts.

12.2 Informal Resolution

Before initiating formal proceedings, parties agree to attempt good faith resolution through direct negotiation. A written notice describing the dispute should be sent to the other party, followed by a 30-day negotiation period.

12.3 Arbitration

If informal resolution fails, disputes may be resolved through arbitration under the Singapore International Arbitration Centre (SIAC) rules, unless both parties agree to litigation.

13. General Provisions

13.1 Entire Agreement

These Terms, together with any applicable service agreements, constitute the entire agreement between parties and supersede all prior communications and proposals.

13.2 Severability

If any provision is found unenforceable, the remaining provisions continue in full force. The unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

13.3 Waiver

Failure to enforce any provision does not constitute a waiver of that provision or any other provision. Waivers must be in writing to be effective.

13.4 Assignment

You may not assign rights or obligations under these Terms without our written consent. We may assign our rights and obligations with notice to you.

13.5 Notice

Notices must be in writing and sent to the addresses specified in service agreements or to [email protected].

14. Changes to Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes through email or website notice. Continued use of services after changes constitutes acceptance of modified terms.

Changes to these general Terms do not affect active service agreements unless specifically incorporated by written amendment.

15. Contact Information

For questions about these Terms and Conditions, please contact: