These Terms and Conditions ("Terms") constitute a legally binding agreement between Clustral AI Labs Pvt. Ltd., a private limited company incorporated under the Companies Act, 2013, having its registered office in India ("Clustral AI", "we", "us", or "our"), and the natural or legal person accessing the Website or engaging the Services ("you", "your", or "Client"). By accessing the Website or engaging us, you accept and agree to be bound by these Terms. If you do not agree, you must not use the Website or engage us.

These Terms are published in compliance with Rule 3(1)(a) of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, read with the Information Technology Act, 2000, and are designed to operate consistently with applicable global frameworks including the General Data Protection Regulation (Regulation (EU) 2016/679, "GDPR"), the EU AI Act (Regulation (EU) 2024/1689), the Digital Personal Data Protection Act, 2023 (India) ("DPDP Act"), and ISO/IEC 27001 and ISO/IEC 42001.

1. Definitions

• "Affiliate" means any entity that controls, is controlled by, or is under common control with a party.
• "Client Data" means any data, content, or materials made available by or on behalf of the Client to Clustral AI in connection with the Services.
• "Deliverables" means the outputs, reports, source code, models, weights, configurations, and documentation specifically produced for the Client under an SOW.
• "Foundation Model" means a general-purpose AI model trained on broad data, including third-party large language models (LLMs).
• "Personal Data" has the meaning given under the DPDP Act and the GDPR (and equivalents in other applicable laws).
• "Pre-existing IP" means any intellectual property owned or licensed by a party prior to, or independently of, an engagement.
• "Services" means the consulting, advisory, engineering, training, support and managed services described on the Website or in an SOW.
• "SOW" means a statement of work, order form, proposal or master services agreement executed by the parties.
• "Website" means clustralai.com and any sub-domains, applications and pages operated by Clustral AI.

2. Acceptance & Eligibility

You represent that (a) you are at least 18 years of age and competent to contract under the Indian Contract Act, 1872 (or the equivalent law in your jurisdiction); (b) you have the authority to bind the entity on whose behalf you accept these Terms; and (c) your use of the Website and Services will not violate any law to which you are subject.

3. Services

Clustral AI provides AI strategy, data assessment, model development, generative AI implementation, AI agent and automation engineering, system integration, training and AI governance services. The specific scope, timeline, milestones, acceptance criteria and fees for each engagement will be set out in a duly executed SOW. The Website provides general information only and does not itself constitute an offer to contract.

4. Engagements & Statements of Work

Each SOW is incorporated into and governed by these Terms. In the event of a conflict, the order of precedence is: (i) the executed SOW, (ii) any addenda referenced therein, (iii) these Terms. Changes to scope require a written change request signed by authorised representatives of both parties.

4.1 Client Responsibilities

The Client shall provide timely access to systems, data, subject-matter experts and decision-makers reasonably required for the Services. Delays attributable to the Client may extend timelines and adjust fees on a time-and-materials basis.

4.2 Subcontractors

Clustral AI may engage qualified subcontractors but remains responsible for their performance under the SOW.

5. Fees, Taxes & Payment

1. Fees are set out in the applicable SOW and are exclusive of taxes and disbursements.
2. Indian Clients shall be charged Goods and Services Tax (GST) at the prevailing statutory rate. International Clients are responsible for any withholding tax, VAT, sales tax, or other levies applicable in their jurisdiction; gross-up provisions apply if withholding is required by law, except where mitigated by an applicable Double Taxation Avoidance Agreement.
3. Invoices are payable within thirty (30) days of the invoice date unless the SOW provides otherwise. Overdue amounts accrue interest at the lower of 1.5% per month or the maximum permitted by law.
4. Clustral AI may suspend Services on ten (10) business days' written notice for undisputed overdue amounts.
5. All fees are non-refundable except as expressly stated in an SOW or required by law.

6. Intellectual Property

6.1 Pre-existing IP

Each party retains all right, title and interest in its Pre-existing IP. Nothing in these Terms transfers ownership of Pre-existing IP.

6.2 Deliverables

Subject to full payment of fees, Clustral AI assigns to the Client all right, title and interest in the Deliverables specifically produced for the Client under an SOW, excluding (a) Clustral AI's Pre-existing IP and (b) Reusable Components (defined below) embedded therein, for which the Client receives a perpetual, worldwide, non-exclusive, royalty-free, sub-licensable licence to use such components solely as integrated within the Deliverables.

6.3 Reusable Components

"Reusable Components" means generic frameworks, libraries, utilities, prompt patterns, evaluation harnesses, and methodologies developed by Clustral AI in the ordinary course of business that are not unique to the Client's confidential information or data. Clustral AI retains ownership of all Reusable Components.

6.4 Open Source & Third-Party Models

Deliverables may incorporate open-source software and third-party Foundation Models, each subject to its own licence. Clustral AI will identify material licences in the Deliverable documentation. The Client is responsible for compliance with licence terms applicable to its own use.

6.5 Feedback

The Client grants Clustral AI a perpetual, irrevocable, royalty-free licence to use feedback and suggestions provided by the Client to improve Clustral AI's services and products, without obligation.

7. Confidentiality

Each party (the "Receiving Party") shall hold the other party's ("Disclosing Party") Confidential Information in strict confidence, use it only to perform its obligations under these Terms, and protect it with at least the same degree of care it uses for its own confidential information of like importance, and in no event less than reasonable care. Confidentiality obligations survive for five (5) years following termination, except that obligations relating to trade secrets and Personal Data continue for so long as the underlying protections subsist under applicable law. Standard exclusions apply for information that is (i) public through no fault of the Receiving Party, (ii) known prior to disclosure, (iii) independently developed without reference to the Disclosing Party's information, or (iv) lawfully received from a third party without restriction.

8. Data Protection & Privacy

Where Clustral AI processes Personal Data on behalf of the Client, the Client is the "Data Fiduciary" / "Controller" and Clustral AI acts as the "Data Processor" under the DPDP Act and the GDPR (as applicable). The parties shall execute a Data Processing Addendum ("DPA") incorporating the standard contractual obligations required under Article 28 GDPR and Section 8 of the DPDP Act, including:

• processing only on the Client's documented instructions;
• imposing equivalent confidentiality obligations on personnel and approved sub-processors;
• implementing appropriate technical and organisational measures aligned with ISO/IEC 27001;
• assisting the Client with data subject / data principal rights requests, security incident notifications, data protection impact assessments, and regulator queries;
• cross-border transfers conducted only under valid mechanisms (EU Standard Contractual Clauses, the UK IDTA, or equivalent), subject to any Government of India notification under Section 16 of the DPDP Act; and
• return or deletion of Personal Data upon termination, save where retention is required by law.

Clustral AI shall notify the Client of a Personal Data breach without undue delay and, where feasible, within seventy-two (72) hours of becoming aware. The Website's privacy practices for visitors are described in our Privacy Notice (issued separately).

9. AI- & Model-Specific Terms

9.1 Nature of AI Outputs

AI systems are probabilistic. Outputs (including those of LLMs and generative models) may be inaccurate, incomplete, biased, outdated, or otherwise unsuitable for a particular purpose. The Client is responsible for human review of AI outputs before use in any high-stakes decision (including those affecting health, finances, employment, legal rights, safety, or eligibility). Clustral AI does not warrant that AI outputs will be accurate, fit for purpose, lawful in the Client's jurisdiction, or non-infringing.

9.2 Training Data & Model Inputs

The Client warrants that any data provided to Clustral AI for training, fine-tuning, retrieval-augmentation, or evaluation has been lawfully collected, that the Client has all necessary rights, consents and lawful bases to provide it for such purposes, and that such use will not infringe any third-party rights or violate applicable law (including data protection, intellectual-property, defamation, and child-safety laws).

9.3 Model Outputs & Use Restrictions

Unless expressly agreed in writing, the Services and Deliverables shall not be used (a) to develop weapons or dual-use technology in violation of export controls; (b) for unlawful surveillance, profiling, or biometric categorisation prohibited under the EU AI Act or applicable law; (c) to generate child sexual abuse material, non-consensual intimate imagery, or content that incites violence; (d) for credit, employment, education, housing or insurance decisions without the human-oversight, transparency, and bias-testing controls required by applicable law; or (e) in any "prohibited AI practice" within the meaning of Article 5 of the EU AI Act.

9.4 Third-Party Foundation Models

Where Services rely on third-party Foundation Models (e.g., providers of LLMs or vision models), the Client's use of outputs is additionally subject to the model provider's terms of service, acceptable-use policy, and content policy. Clustral AI is not the provider of such third-party models and disclaims responsibility for them to the maximum extent permitted by law.

9.5 Governance & Risk Classification

Where the Deliverable is a "high-risk AI system" within the meaning of the EU AI Act or comparable categorisation, the Client remains the deployer/operator and is responsible for fulfilling deployer obligations (registration, post-market monitoring, human oversight, fundamental rights impact assessment). Clustral AI will provide reasonable cooperation and documentation to support such obligations as scoped in the SOW.

9.6 No Use of Client Data to Train General Models

Clustral AI will not use Client Data to train models for any party other than the Client without the Client's express prior written consent. Aggregated, fully de-identified, and statistically irreversible operational metrics may be used to improve Clustral AI's internal services.

10. Acceptable Use of the Website

You agree not to:

• use the Website in violation of any law or these Terms;
• upload malware or attempt to disrupt the Website's integrity or availability;
• scrape, reverse engineer, or extract data except as permitted by applicable law;
• impersonate any person, misrepresent affiliation, or transmit unsolicited communications; or
• use the Website to develop a competing service.

11. Warranties & Disclaimers

Clustral AI warrants that the Services will be performed in a professional and workmanlike manner consistent with prevailing industry standards. Except as expressly set out in these Terms or in an SOW, the Website, Services and Deliverables are provided on an "AS IS" and "AS AVAILABLE" basis. To the maximum extent permitted by applicable law, Clustral AI disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, accuracy, non-infringement, and uninterrupted availability. Statutory rights of consumers (where applicable) are not affected.

12. Indemnity

Subject to Section 13, Clustral AI shall defend the Client against third-party claims alleging that a Deliverable, as delivered by Clustral AI and used in accordance with these Terms and the SOW, infringes a registered Indian patent, copyright, or trademark, and shall indemnify the Client against damages and costs finally awarded by a competent court or agreed in settlement. The foregoing does not apply to claims arising from (a) Client Data; (b) modifications not made by Clustral AI; (c) combination with items not provided by Clustral AI; (d) outputs of Foundation Models or other third-party components; or (e) the Client's continued use after notice of an alternative non-infringing version.

The Client shall defend, indemnify and hold harmless Clustral AI against third-party claims arising from (i) the Client Data, (ii) use of the Deliverables in violation of law or these Terms, including Section 9.3, and (iii) the Client's products or services into which the Deliverables are integrated.

13. Limitation of Liability

To the maximum extent permitted by applicable law:

• neither party shall be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for loss of profits, revenue, goodwill, anticipated savings, business opportunities, or data, however arising;
• each party's aggregate liability under or in connection with these Terms and any SOW shall not exceed the fees actually paid by the Client to Clustral AI under the SOW giving rise to the claim during the twelve (12) months immediately preceding the event giving rise to liability;
• the foregoing limitations do not apply to (a) liability that cannot be limited under applicable law (including death or personal injury caused by negligence, fraud, or wilful misconduct), (b) the Client's payment obligations, or (c) breach of Section 7 (Confidentiality) or a party's indemnification obligations, in respect of which liability shall be capped at twice the amounts otherwise applicable.

14. Force Majeure

Neither party shall be liable for failure to perform (other than payment obligations) caused by an event beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, sanctions, internet or telecommunications failures, or governmental action. The affected party shall promptly notify the other and use reasonable efforts to mitigate. If the event continues for more than ninety (90) days, either party may terminate the affected SOW for convenience.

15. Term & Termination

1. These Terms remain in effect while you use the Website or Services.
2. Either party may terminate an SOW for material breach not cured within thirty (30) days of written notice, or immediately upon the other party's insolvency, bankruptcy, or analogous event.
3. Upon termination, the Client shall pay for all Services performed and non-cancellable commitments incurred up to the effective date of termination. Sections that by their nature should survive termination (including 5–8, 11–13, 18 and 19) shall so survive.

16. Export Controls & Sanctions

Each party shall comply with applicable export control and economic-sanctions laws of India, the United States, the United Kingdom, and the European Union. The Client represents that it is not located in, organised under the laws of, or owned/controlled by parties subject to comprehensive sanctions, and that it will not export, re-export, or transfer Deliverables in violation of such laws.

17. Anti-Bribery & Compliance

Each party shall comply with the Prevention of Corruption Act, 1988 (India), the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act 2010, and any other applicable anti-bribery laws. Neither party shall offer, give, or accept any improper payment in connection with these Terms.

18. Governing Law & Dispute Resolution

These Terms and any non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with the laws of India, without regard to its conflict-of-laws rules.

The parties shall first attempt in good faith to resolve any dispute by negotiation between senior representatives within thirty (30) days of written notice of the dispute. Failing resolution, the dispute shall be finally resolved by arbitration administered under the Arbitration and Conciliation Act, 1996 (as amended). The seat and venue of arbitration shall be in India; the language shall be English; and the tribunal shall consist of a sole arbitrator mutually appointed by the parties (or, failing agreement, appointed in accordance with the Act). Subject to the foregoing arbitration clause, the courts of competent jurisdiction in India shall have exclusive jurisdiction in respect of interim relief and the enforcement of any arbitral award. Nothing in this clause prevents either party from seeking urgent injunctive or equitable relief from a court of competent jurisdiction.

For consumers in the European Union, mandatory consumer-protection rights of the country of habitual residence remain unaffected.

19. Notices

Legal notices to Clustral AI shall be in writing and sent by email to legal@clustralai.com with a copy by registered post or recognised courier to the registered office. Notices to the Client shall be sent to the email or postal address most recently provided to Clustral AI. Notices are deemed received on the next business day after dispatch (email) or actual delivery (post).

20. General

• Entire Agreement. These Terms, together with any executed SOW and DPA, constitute the entire agreement of the parties on the subject matter and supersede all prior understandings.
• Amendments. Clustral AI may update these Terms from time to time; material changes will be notified through the Website. Continued use after the effective date constitutes acceptance. SOWs may be amended only by a written instrument signed by both parties.
• Assignment. Neither party may assign these Terms without the other's written consent, except to an Affiliate or in connection with a merger, acquisition, or sale of substantially all assets, with notice.
• Severability. If any provision is held unenforceable, it shall be modified to the minimum extent necessary to be enforceable, and the remaining provisions shall remain in full force.
• Waiver. Failure to enforce a provision is not a waiver of the right to do so later.
• No Agency. The parties are independent contractors; nothing creates a partnership, joint venture, employment, or agency relationship.
• Third-Party Rights. Except as expressly stated, no person who is not a party shall have any right to enforce these Terms.
• Counterparts & Electronic Signature. SOWs may be signed in counterparts and by electronic signature, each of which shall be deemed an original.
• Language. The English version of these Terms is the governing version; any translation is for convenience only.

21. Grievance & Contact

In compliance with Rule 3(2) of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, and Section 8(9) of the DPDP Act, the details of our Grievance Officer / Data Protection Contact are set out below. We acknowledge complaints within forty-eight (48) hours and aim to resolve them within fifteen (15) days.

Clustral AI Labs Pvt. Ltd.
India
Email: legal@clustralai.com · grievance@clustralai.com
General enquiries: business@clustralai.com

This document is provided for informational purposes and does not constitute legal advice. Clustral AI recommends that the Client obtain independent legal counsel before executing any engagement. Specific commercial terms in a signed SOW will prevail over inconsistent language above.