Last updated: 1 June 2026 · ZORVAYA LTD · zorvaya.wiki
In these Terms and Conditions ("Terms"), the following words and expressions have the meanings set out below unless the context requires otherwise:
References to a "party" or "parties" are to ZORVAYA LTD and the Client respectively. References to the singular include the plural and vice versa. Headings are for convenience only and do not affect interpretation. References to legislation include references to that legislation as amended, extended, re-enacted or consolidated from time to time.
These Terms and Conditions constitute the standard terms on which ZORVAYA LTD provides its professional services. They apply to all engagements between ZORVAYA LTD and the Client unless expressly varied or excluded by a written agreement signed by authorised representatives of both parties.
A binding Agreement between ZORVAYA LTD and the Client is formed when: (a) ZORVAYA LTD issues a scoping proposal, quotation or Statement of Work and the Client provides written acceptance (which may be by email); (b) the Client issues a purchase order that is accepted in writing by ZORVAYA LTD; or (c) the Client requests services and ZORVAYA LTD commences providing those services with the Client's knowledge and acquiescence, in which case an Agreement shall be deemed to have been formed on the terms of the most recent proposal or quotation issued by ZORVAYA LTD, supplemented by these Terms.
Any terms or conditions put forward by the Client that are in addition to or inconsistent with these Terms shall have no effect unless expressly accepted in writing by an authorised representative of ZORVAYA LTD. The Client's standard terms, if any, are expressly excluded.
Each Statement of Work forms a separate agreement incorporating these Terms, unless otherwise expressly agreed. In the event of any conflict between a Statement of Work and these Terms, the Statement of Work shall prevail to the extent of the conflict, unless the SOW expressly states otherwise.
ZORVAYA LTD agrees to provide the Services described in the relevant Statement of Work using reasonable skill, care and diligence, and in accordance with good professional practice applicable to the AI and machine learning engineering discipline. The Services will be performed by appropriately qualified and experienced Personnel.
ZORVAYA LTD will use reasonable endeavours to meet any dates and milestones set out in a Statement of Work. However, time shall not be of the essence unless expressly stated to be so in the SOW. ZORVAYA LTD shall not be liable for delays to the extent caused by factors outside its reasonable control, including but not limited to delays in the Client providing data, access, feedback, approvals or other inputs required by ZORVAYA LTD to progress the engagement.
ZORVAYA LTD shall have the right to engage subcontractors and third-party specialists to assist in the delivery of the Services, provided that ZORVAYA LTD shall remain responsible to the Client for the performance of the Services and shall ensure that subcontractors are bound by obligations no less protective of the Client's interests than those set out in these Terms.
The Client acknowledges that the performance of AI and machine learning systems is inherently probabilistic and dependent on the quality, quantity and representativeness of training and operational data. Where ZORVAYA LTD provides performance estimates or targets, these are based on reasonable engineering assessment of the available data and requirements at the time of scoping and do not constitute guarantees of specific outcomes unless expressly stated in the SOW to be performance guarantees.
Any changes to the agreed scope of Services must be agreed in writing by both parties through a formal change control process. ZORVAYA LTD reserves the right to adjust fees and timelines to reflect the impact of any agreed scope changes.
The Client shall, in a timely manner, provide ZORVAYA LTD with all data, information, access, approvals, materials and other inputs that ZORVAYA LTD reasonably requires to perform the Services. The Client warrants that any data, information or materials provided to ZORVAYA LTD will be accurate in all material respects and that the Client has the right to provide such data and materials to ZORVAYA LTD for use in connection with the Services.
The Client shall designate a suitably qualified and authorised project contact who will be responsible for providing instructions to ZORVAYA LTD, reviewing and approving Deliverables, and making decisions on behalf of the Client in connection with the engagement within a reasonable time frame.
Where the Services involve the processing of personal data by ZORVAYA LTD on behalf of the Client, the Client shall ensure that it has a valid legal basis under the UK GDPR and other applicable data protection legislation for providing that personal data to ZORVAYA LTD and for the processing that will be carried out. The parties shall enter into a Data Processing Agreement governing such processing.
The Client shall not use any Deliverables for purposes other than those for which they were designed and validated without first obtaining ZORVAYA LTD's written assessment of the suitability of such use. ZORVAYA LTD shall not be liable for any outcomes arising from Client use of Deliverables outside the intended use case.
The Client is responsible for conducting its own validation and testing of any AI or machine learning system before deploying it in a production environment, particularly where the system will be used in contexts that could affect individuals or where regulatory requirements apply. ZORVAYA LTD's quality inspection and validation processes are provided as part of the delivery standard but do not substitute for the Client's own governance obligations.
The Fees for the Services shall be as set out in the relevant Statement of Work or as otherwise agreed in writing between the parties. All Fees are stated exclusive of Value Added Tax (VAT) and any other applicable taxes, which shall be added at the applicable rate and paid by the Client.
Unless otherwise specified in a Statement of Work, ZORVAYA LTD shall invoice the Client in accordance with the payment milestones or schedule set out in the SOW. Where no specific schedule is agreed, ZORVAYA LTD shall invoice monthly in arrears for work completed during the preceding month, together with any expenses incurred.
The Client shall pay each invoice within thirty (30) days of the invoice date unless otherwise agreed in writing. Payment shall be made by bank transfer to the account details specified on the invoice. All payments shall be made in pounds sterling unless otherwise agreed.
Without prejudice to any other rights or remedies ZORVAYA LTD may have, if the Client fails to pay any invoice by the due date, ZORVAYA LTD reserves the right to: (a) charge interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate, accruing daily from the due date until the date of actual payment, pursuant to the Late Payment of Commercial Debts (Interest) Act 1998; (b) suspend provision of the Services until all outstanding amounts are paid in full; and (c) require payment in advance of any further work.
ZORVAYA LTD reserves the right to adjust its Fees on not less than thirty (30) days' written notice to the Client to reflect increases in the cost of providing the Services, including increases in Personnel costs, third-party service costs and general business costs. The Client may terminate the affected Statement of Work without penalty within fourteen (14) days of receiving such notice if the fee increase is not acceptable.
Where the Client requests ZORVAYA LTD to incur expenses in connection with the Services, including travel, accommodation, third-party software licences or data costs, such expenses shall be reimbursed by the Client at cost unless included within the agreed Fees in the relevant SOW. ZORVAYA LTD shall obtain prior written approval from the Client before incurring any single expense item in excess of an agreed threshold.
Each party retains ownership of all Background IP that it owned prior to the commencement of the relevant engagement. Nothing in these Terms or any Agreement transfers ownership of Background IP from one party to the other. ZORVAYA LTD grants the Client a limited, non-exclusive, non-transferable licence to use ZORVAYA LTD's Background IP to the extent necessary to use the Deliverables for the purposes specified in the relevant SOW.
Unless otherwise expressly agreed in a Statement of Work, intellectual property rights in Deliverables created specifically for the Client during the course of an engagement shall vest in ZORVAYA LTD upon creation. Upon receipt of full payment of all Fees due under the relevant Agreement, ZORVAYA LTD shall assign to the Client such Project IP, to the extent it does not incorporate ZORVAYA LTD Background IP or Third-Party Components. Where Deliverables incorporate ZORVAYA LTD Background IP, ZORVAYA LTD grants the Client a perpetual, worldwide, non-exclusive, royalty-free licence to use such Background IP as incorporated in the Deliverables for the Client's internal business purposes.
Where the parties expressly agree in a Statement of Work that ZORVAYA LTD is to retain ownership of certain Deliverables or types of work product (such as reusable frameworks, tooling or methodologies developed in the course of the engagement), ZORVAYA LTD shall grant the Client a licence to use such retained materials for the purposes described in the SOW.
The Deliverables may incorporate open-source software, pre-trained models, libraries, frameworks or other third-party materials. ZORVAYA LTD shall disclose material Third-Party Components to the Client and shall ensure that the applicable third-party licences permit the Client's intended use of the Deliverables. The Client is responsible for complying with the terms of any applicable third-party licences.
The Client retains ownership of all Client Data provided to ZORVAYA LTD. Where ZORVAYA LTD trains machine learning models using Client Data, the trained model weights and associated artefacts shall constitute Deliverables for the purposes of this Clause 6, subject to any restrictions arising from Third-Party Components or ZORVAYA LTD methodology components incorporated in the training pipeline. ZORVAYA LTD shall not use Client Data for any purpose other than providing the Services to the Client.
Notwithstanding the intellectual property provisions above, ZORVAYA LTD may retain and use general knowledge, skills, expertise, methodologies and know-how acquired or developed in the course of providing Services to the Client, provided that such use does not involve the use of the Client's Confidential Information or the reproduction of the Client's specific Deliverables.
Each party ("Receiving Party") agrees to hold the Confidential Information of the other party ("Disclosing Party") in strict confidence and not to disclose such Confidential Information to any third party without the prior written consent of the Disclosing Party, except as expressly permitted by these Terms.
The Receiving Party may disclose Confidential Information only to those of its Personnel who have a genuine need to know such information in connection with the performance of the Agreement and who are bound by confidentiality obligations no less restrictive than those set out in this Clause 7.
The confidentiality obligations in this Clause 7 do not apply to information that: (a) is or becomes publicly available through no act or omission of the Receiving Party; (b) was already lawfully known to the Receiving Party at the time of disclosure, as evidenced by contemporaneous written records; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is received from a third party lawfully entitled to disclose it.
The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, court order or the requirement of a regulatory authority, provided that, to the extent permitted by law, the Receiving Party gives the Disclosing Party prompt written notice of such requirement and cooperates with the Disclosing Party in seeking a protective order or other appropriate relief.
The obligations of confidentiality in this Clause 7 shall survive the termination or expiry of the Agreement for a period of five (5) years in relation to commercial Confidential Information and indefinitely in relation to personal data and trade secrets.
Each party shall comply with all applicable data protection legislation in the performance of the Agreement, including the UK GDPR and the Data Protection Act 2018.
Where ZORVAYA LTD processes personal data on behalf of the Client in the course of providing the Services, ZORVAYA LTD acts as a data processor and the Client acts as the data controller. In such circumstances, the parties shall enter into a Data Processing Agreement that complies with the requirements of Article 28 of the UK GDPR before ZORVAYA LTD commences any processing of personal data on the Client's behalf.
The Client warrants that it has identified and documented a valid legal basis under the UK GDPR for all processing of personal data that it instructs ZORVAYA LTD to carry out, and that such processing complies with all applicable data protection legislation. The Client shall indemnify ZORVAYA LTD against any losses, claims, penalties or regulatory action arising from any failure by the Client to comply with this warranty.
ZORVAYA LTD shall implement appropriate technical and organisational security measures to protect personal data processed in the course of the Services against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access.
Where ZORVAYA LTD is processing personal data on its own account in connection with its business operations (including in connection with client contacts and prospects), ZORVAYA LTD acts as a data controller and such processing is governed by ZORVAYA LTD's Privacy Policy, available at zorvaya.wiki/privacy-policy.html.
ZORVAYA LTD warrants that: (a) it has the right, power and authority to enter into the Agreement and to perform the Services; (b) the Services will be performed with reasonable skill and care by suitably qualified Personnel; (c) the Deliverables will substantially conform to the specifications set out in the relevant Statement of Work as at the date of delivery; and (d) ZORVAYA LTD's Background IP as incorporated in the Deliverables does not, to ZORVAYA LTD's knowledge as at the date of delivery, infringe the intellectual property rights of any third party.
ZORVAYA LTD does not warrant that: (a) the Deliverables will be error-free or will operate without interruption in all circumstances; (b) the performance of any AI or machine learning system after deployment will continue to match the performance measured at the time of validation, given that model performance may change over time as real-world data distributions evolve; or (c) any AI system will produce outcomes that are entirely free from bias or error, given the inherent limitations of machine learning technology.
All other warranties, representations, conditions and terms, whether express, implied, statutory or otherwise, are excluded to the fullest extent permitted by applicable law.
The Client warrants that: (a) it has the right, power and authority to enter into the Agreement; (b) it has all necessary rights to provide Client Data to ZORVAYA LTD for use in connection with the Services; (c) the use of Client Data by ZORVAYA LTD in performing the Services will not infringe the intellectual property rights or other rights of any third party; and (d) it will use the Deliverables in compliance with all applicable laws and regulations.
To the fullest extent permitted by applicable law, neither party shall be liable to the other for any indirect, special, incidental, punitive or consequential loss or damage, including loss of profit, loss of revenue, loss of business, loss of anticipated savings, loss of data, loss of goodwill or reputational damage, arising out of or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, even if the party has been advised of the possibility of such loss or damage.
Subject to Clause 10.3, ZORVAYA LTD's total aggregate liability to the Client under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, shall not exceed the total Fees paid or payable by the Client to ZORVAYA LTD under the specific Statement of Work to which the claim relates in the twelve (12) months immediately preceding the event giving rise to the claim.
Nothing in these Terms limits or excludes either party's liability for: (a) death or personal injury caused by that party's negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be excluded or limited under applicable law; or (d) the Client's liability to pay the Fees.
Each party shall take reasonable steps to mitigate any loss or damage it suffers. Failure to mitigate may reduce the amount recoverable from the other party.
The Client shall indemnify, defend and hold harmless ZORVAYA LTD and its Personnel from and against any claims, proceedings, losses, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with: (a) any breach by the Client of its warranties or obligations under these Terms; (b) the Client's use of Deliverables outside the intended use case or in contravention of applicable law; (c) any claim by a third party arising from Client Data provided to ZORVAYA LTD, including any claim that such data infringes a third party's intellectual property rights or was provided in breach of data protection legislation; or (d) any claim arising from the Client's deployment and operation of AI systems in production environments.
Either party may terminate an Agreement (including any specific Statement of Work) on not less than thirty (30) days' written notice to the other party. On termination for convenience: (a) the Client shall pay ZORVAYA LTD for all Services performed and Fees accrued up to the effective date of termination; (b) the Client shall reimburse ZORVAYA LTD for all reasonable costs incurred prior to the notice date that cannot be recovered by ZORVAYA LTD; and (c) ZORVAYA LTD shall deliver to the Client all completed Deliverables and work-in-progress materials produced up to the termination date.
Either party may terminate an Agreement immediately by written notice to the other party if the other party: (a) commits a material breach of the Agreement and, where such breach is capable of remedy, fails to remedy that breach within thirty (30) days of receiving written notice requiring it to do so; (b) becomes insolvent, enters administration, receivership or liquidation, makes an arrangement with its creditors, or takes or has taken against it any step in connection with any insolvency, administration or similar proceedings; or (c) ceases or threatens to cease to carry on business.
ZORVAYA LTD may also terminate an Agreement immediately on written notice if the Client fails to pay any invoice by the due date and such failure is not remedied within ten (10) days of written demand.
On termination or expiry of an Agreement for any reason: (a) all accrued rights and liabilities of the parties shall not be affected; (b) Clauses 1, 6, 7, 8, 9, 10, 11, 12.3, 13 and 14 shall survive termination; and (c) each party shall promptly return or destroy (as directed by the other party) all Confidential Information of the other party, subject to any legal obligation to retain certain records.
Neither party shall be in breach of the Agreement or be liable for any delay in performing, or failure to perform, any of its obligations under the Agreement to the extent such delay or failure results from events, circumstances or causes beyond that party's reasonable control ("Force Majeure Events"). Force Majeure Events include, without limitation, acts of God, natural disasters, pandemic, epidemic, war, terrorism, civil unrest, action or inaction of government or regulatory authorities, cyber-attacks or other malicious acts of third parties affecting critical infrastructure, power outages affecting a broad geographic area, and failures of third-party internet service providers. Economic downturns, exchange rate movements and changes in the commercial environment do not constitute Force Majeure Events.
A party claiming Force Majeure shall: (a) give prompt written notice to the other party of the Force Majeure Event, its nature and likely duration; (b) use reasonable endeavours to mitigate the effect of the Force Majeure Event; and (c) resume performance as soon as reasonably practicable following the cessation of the Force Majeure Event. If a Force Majeure Event continues for a period of sixty (60) days or more, either party may terminate the Agreement on written notice without liability, save that the Client shall remain liable to pay for Services performed prior to the Force Majeure Event.
The Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior representations, discussions, negotiations, understandings and agreements between the parties in connection with that subject matter. Each party acknowledges that it has not relied on any representation or statement not set out in the Agreement.
No variation of these Terms or any Agreement shall be effective unless made in writing and signed by authorised representatives of both parties, except that email correspondence between the parties' project contacts confirming agreed changes to the scope of an active Statement of Work shall constitute a valid written variation for the purposes of that SOW.
A failure or delay by a party to exercise any right or remedy provided under the Agreement or applicable law shall not constitute a waiver of that right or remedy, nor shall a single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. No waiver shall be effective unless made in writing.
If any provision or part-provision of these Terms or any Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification or deletion under this clause shall not affect the validity and enforceability of the rest of the Agreement.
Neither party may assign, transfer, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement without the prior written consent of the other party, which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, ZORVAYA LTD may assign or transfer any Agreement to an affiliate or in connection with a business transfer or corporate restructuring, provided that ZORVAYA LTD gives the Client written notice of such assignment and the assignee assumes all of ZORVAYA LTD's obligations under the Agreement.
Nothing in these Terms or any Agreement creates or implies any partnership, joint venture, agency, franchise, employment or trust relationship between the parties. Neither party shall have the authority to bind the other party or to incur any obligation on the other party's behalf.
Any notice required or permitted to be given under these Terms or any Agreement shall be in writing and shall be deemed duly given when: (a) delivered by hand to the other party's registered office or principal place of business; (b) sent by first class recorded delivery post to such address; or (c) sent by email to the email address notified by the receiving party for this purpose, provided that such email is acknowledged by the receiving party or receipt is confirmed by the sending party's email server. Notices sent by post shall be deemed received two Business Days after posting.
The Agreement is not intended to and does not create any rights enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise. The right of the parties to vary or rescind the Agreement is not subject to the consent of any third party.
These Terms and Conditions and any Agreement (including any Statement of Work) and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. Each party irrevocably agrees to submit to the exclusive jurisdiction of the courts of England and Wales in respect of any dispute or claim arising out of or in connection with the Agreement, except where mandatory law requires otherwise or where the parties have agreed to an alternative dispute resolution process.
In the event of a dispute arising between the parties, the parties agree to use reasonable endeavours to resolve the dispute through good faith negotiation before commencing formal legal proceedings. Either party may request escalation of a dispute to senior management of both organisations. If the dispute is not resolved within thirty (30) days of such escalation, either party may commence formal proceedings. The parties may agree to use mediation or another form of alternative dispute resolution as an alternative to or in advance of formal proceedings.
ZORVAYA LTD is committed to the responsible development and deployment of AI and machine learning systems. We conduct bias testing and fairness assessments as part of our standard model inspection process and document these assessments in the validation reports we provide to clients.
The Client is responsible for ensuring that the AI systems it deploys in production comply with all applicable laws, regulations and ethical standards, including where relevant the requirements of the EU AI Act, UK government AI guidance, sector-specific regulatory requirements, and any internal governance frameworks that the Client operates. ZORVAYA LTD's delivery of Deliverables does not constitute advice on regulatory compliance and does not discharge the Client's own compliance obligations.
Where ZORVAYA LTD identifies during the course of an engagement that a proposed AI application raises material ethical or legal concerns — such as a risk of unlawful discrimination, violation of individual rights, or use in a context that ZORVAYA LTD considers to be harmful — ZORVAYA LTD will raise those concerns with the Client in writing. ZORVAYA LTD reserves the right to decline or withdraw from an engagement where it concludes that it cannot in good conscience provide the requested Services, subject to paying back any unearned Fees.
Questions about these Terms and Conditions, requests for variation, or formal notices should be addressed to:
