These Terms of Business ("Terms") govern the commercial relationship between Neosapients, Inc. and its affiliates ("we", "us", "our") and the organisation or individual purchasing or using our Platform and associated services ("Client", "you"). They apply to all Order Forms, Statements of Work, and professional services engagements unless expressly varied in writing.

By executing an Order Form or accessing the Platform, you agree to these Terms. If you are agreeing on behalf of an organisation, you represent that you have authority to bind it.

1. Definitions

• "Documentation" means the technical and user documentation made available by us for the Platform, as updated from time to time
• "Order Form" means a written order or online ordering document specifying the Platform and services to be provided, pricing, and any specific terms agreed between the parties
• "Statement of Work" or "SOW" means a document agreed in writing describing the scope, deliverables, timeline, and fees for any professional or managed services
• “Authorised Users” means your employees, contractors, and agents whom you authorise to access and use the Platform on your behalf, subject to these Terms
• “Digital Worker” means an application, agent, or automation that runs outside the Platform and interacts with it through the SDK, APIs, or MCP interfaces. A Digital Worker is not part of the Platform. Each Digital Worker is categorized in the applicable Order Form or SOW as a Client Digital Worker, a Custom Digital Worker, or a Licensed Digital Worker
• “Client Digital Worker” means a Digital Worker that you or your Authorized Users build or bring. You own it and are responsible for its design, testing, security, configuration, and outputs
• “Custom Digital Worker” means a Digital Worker that we build for you under a SOW. Ownership and responsibility are as set out in that SOW; once delivered and operated by you, you are responsible for its operation
• “Licensed Digital Worker” means a Digital Worker that we build and license you. We own it and license it to you under these Terms and the applicable Order Form
• “Platform” means our AI-powered Contextual Platform and the associated software, SDKs, libraries, APIs, developer tools, and platform services that we make generally available to you for building and operating Digital Workers, including any updates, modifications, and successor versions we make generally available. The Platform does not include any Digital Worker, which sits outside the Platform and interacts with it through the SDK, APIs, or MCP interfaces
• “Platform Output” means the client-derived results the Platform generates in response to the queries, instructions, or data submitted by you or your Authorised Users, including analyses, intelligence responses, assessments, recommendations, classifications, and any score or metric that describes your data, subjects, or situation (such as portfolio risk, diversification, or goal-alignment scores). Platform Output does not include Decision Records or Platform Operational Data
• “Client Data” means the documents, queries, data sets, and other content that you or your Authorised Users submit to or make available to the Platform, and any data you connect to the Platform through authorized integrations
• “Decision Records” means the records the Platform generates and retains that document how Platform Output was produced and governed, including the basis or context relied upon, the context excluded or filtered, confidence and accountability measurements, human-review and escalation records, and associated audit logs. Decision Records may contain personal data and identifiable information about you and your Authorised Users, and are retained for governance, audit, and accountability purposes
• “Platform Operational Data” means the observability traces and operational, performance, and behavioral metrics that the Platform emits about its own operation, such as latency, throughput, the number of requests made by Digital Workers to the Platform (including for usage measurement and billing), resource and token consumption, cache and retrieval performance, planning and execution paths, tool and skill invocation counts, error and reliability signals, and aggregate model-calibration metrics. Platform Operational Data is captured, by metric design, to contain only engine-behavioral fields, and contains no Client Data, Platform Output, intelligence responses, recommendations, Decision Records, or any client-identifying, client-derived, or client-semantic content, and no Protected Health Information. Observability traces and any other platform operational traces are masked, redacted, or stripped of direct and individual identifiers and of any client content at the point of capture, before they are persisted as Platform Operational Data; tenant or correlation identifiers may be retained for operational use. It is not used to identify you or any Authorized User

2. Right to Use

Subject to these Terms and the applicable Order Form, we grant you a non-exclusive, non-transferable, non-sublicensable right to access and use the Platform (including the right to use the SDK, APIs, and developer tools to build, configure, and operate Digital Workers that connect to the Platform) during the agreed term, solely for your internal business purposes and in accordance with the Documentation. You may permit your Authorised Users to access the Platform, provided you remain responsible for their compliance with these Terms.

For the avoidance of doubt, your internal business purposes include using the Platform and operating Digital Workers to provide services to your own customers and end-users. They do not include making the Platform itself available to unrelated third parties, except as permitted in Section 3.

3. Restrictions on Use

You shall not, and shall not permit any Authorised User or third party to:

• Use the Platform in connection with data or assets you do not own or have the right to process
• Upload or input unlawful material or content that infringes any third-party intellectual property right
• Upload special-category or sensitive personal data (such as health records or government-issued identifiers) other than as permitted by, and subject to, the Data Processing Addendum or an applicable Business Associate Agreement. For the avoidance of doubt, processing financial and other regulated data within the intended use of the Platform, under those agreements, is a permitted use and not a restricted activity
• Licence, sell, rent, resell, transfer, or otherwise make the Platform available to any third party without our prior written consent
• Copy, modify, adapt, translate, reverse engineer, decompile, or attempt to derive source code from the Platform or its AI models
• Circumvent or disable any security, access control, or licensing mechanisms in the Platform
• Use the Platform to benchmark against, build, or market a competing product or service
• Use the Platform to deliver services to unrelated third parties on a service bureau, time-sharing, or outsourcing basis except that you may use the Platform and operate Digital Workers to provide services to your own customers and end-users
• Remove, obscure, or alter any proprietary notices or branding on the Platform
• Access or use the Platform from any jurisdiction subject to applicable trade sanctions or export controls

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A material breach of any restriction above is grounds for immediate termination under Section 14.

4. Services & Delivery

4.1 Platform Access

We will provide access to the Platform as described in the applicable Order Form, using reasonable skill and care. We will use commercially reasonable efforts to make the Platform available 24 hours a day, 7 days a week, except for scheduled maintenance, emergency maintenance, or circumstances beyond our reasonable control. Certain Platform features rely on third-party model providers; the availability and performance of those features may be affected by those providers (See Section 4.6).

4.2 Professional & Consulting Services

Where you purchase professional or consulting services (including implementation, configuration, training, or advisory services), we will provide those services as described in the applicable SOW. We will assign suitably qualified personnel and work collaboratively with you. Timelines and deliverables are as set out in the SOW and may be adjusted where delays result from your failure to provide required access, data, or approvals.

4.3 Performance Warranty

We warrant that the Platform will perform materially in accordance with its Documentation during the term. If it does not, you must notify us in writing within 30 days of discovering the non-conformance. We will use reasonable efforts to correct the non-conformance at no additional cost. If we fail to do so within a reasonable period (not to exceed 60 days from receipt of your notice), you may terminate the affected services for cause and receive a pro-rata refund of pre-paid fees for the unexpired term. This is your sole remedy for a breach of this warranty.

4.4 Service Level Agreement

Where agreed in an Order Form, we will provide the Platform in accordance with a Service Level Agreement ("SLA"). Uptime targets, incident response times, and any service credits for SLA failures will be set out in the Order Form or an appended SLA schedule. Service level targets for AI-dependent features are subject to the availability of the third-party model providers on which those features rely.

4.5 Beta Services

We may make pre-release or Beta Services available for evaluation, at no additional charge. Beta Services are provided "as is" without warranty. We may modify, suspend, or discontinue Beta Services at any time without liability. Your use of Beta Services is entirely at your own risk, and you should not rely on them for production use.

4.6 Third-Party Integrations

The Platform may integrate with or connect to third-party applications and services. We are not responsible for the availability, accuracy, or data practices of those third-party services. We cannot guarantee the continued availability of any integration and may withdraw or modify one at any time if the third party changes or withdraws their service, without liability to you. Where the Platform relies on third-party AI or model providers, those providers act as our sub-processors under the Data Processing Addendum and are contractually bound not to use Client Data to train their models.

5. AI Compliance & Governance

Our Platform uses AI models and Digital Worker capabilities. The Platform combines our proprietary reasoning, methodology, and accountability technology with third-party foundation models that we license; references in this Section to our AI models mean the models we use to provide the Platform, whether proprietary or licensed. We commit to the following:

• We will not use Client Data, Platform Output, intelligence responses, recommendations, or Decision Records or any other data derived from your use of the Platform to train, fine-tune, or improve our AI models without your explicit prior written agreement, and we require third-party model providers that process Client Data on our behalf to be contractually bound not to train on it
• We may use Platform Operational Data to operate, analyze, and improve the Platform, including performance tuning, routing and planning heuristics, caching, reliability engineering, and regression testing. We do not use Platform Operational Data to train or fine-tune AI models
• We classify data before it is used for Platform improvement, so that only data meeting the definition of Platform Operational Data is used, and we design our instrumentation so that such data excludes client-identifying and client-semantic content and Protected Health Information. We apply masking and redaction at the point of capture so that direct and individual identifiers and client content do not enter our observability and operational data store, while tenant or correlation identifiers may be retained for operational use
• We will make available documentation describing the general nature and intended purpose of our AI models upon reasonable written request
• We implement technical and organisational measures designed to promote data quality, accuracy, security, and integrity in connection with our AI processing
• We maintain processes to identify, assess, and mitigate risks associated with our use of AI, including regular review of model behaviour and outputs
• Our AI models are designed to support not replace human decision-making. We encourage you to ensure appropriate human oversight of AI-generated outputs before reliance
• We maintain internal AI governance structures overseeing the responsible development, testing, and deployment of our models
• The Platform provides decision and audit records (Decision Records) and human-in-the-loop escalation capabilities that are designed to support your own oversight, record-keeping, and regulatory obligations. You remain responsible for determining and meeting those obligations
• Where applicable AI regulation (such as the EU AI Act) distinguishes the roles of provider and deployer, we are responsible for our obligations as a provider of the Platform, and you are responsible for your obligations as the deployer of the Digital Workers you operate. Where we build a Custom or Licensed Digital Worker, responsibility for any providers obligations in respect of that worker will be allocated in the applicable SOW or Order Form. We do not otherwise assume your obligations as a deployer

You acknowledge that AI-generated outputs may contain errors or may not be fit for your specific purpose. You remain solely responsible for validating outputs and for any decisions made in reliance on them.

6. Client Responsibilities

• Provide timely access to relevant personnel, systems, data, and approvals reasonably required for us to deliver the services
• Ensure Authorised Users comply with our Platform Terms of Use and Acceptable Use Policy
• Maintain appropriate security for account credentials and notify us promptly at infosec@neosapients.ai of any suspected unauthorised access
• Ensure all data you provide is lawfully obtained and that you have the right to share it with us for the intended purpose
• Implement appropriate human review and oversight of AI-generated outputs before acting on them
• Comply with all applicable laws in connection with your use of the Platform, including data protection, trade sanctions, anti-bribery, and modern slavery legislation
• Be responsible for each Client Digital Worker you build, configure, and operate, and for your operation of any Custom or Licensed Digital Worker including, as applicable, their design, testing, security, configuration, and outputs and ensure they are used in accordance with these Terms and applicable law. Responsibility for Custom and Licensed Digital Workers is otherwise as set out in the applicable SOW or Order Form

7. Data Processing & Security

7.1 Data Processing Addendum

Where we process personal data on your behalf, we act as data processor and you act as data controller. Our Data Processing Addendum ("DPA"), available at trust.neosapients.ai/your-data, governs such processing and is incorporated into these Terms by reference. You are responsible for ensuring you have a valid lawful basis to transfer personal data to us.

7.2 Security Standards

We maintain appropriate technical and organisational security measures designed to protect your data against unauthorised access, loss, or alteration, including encryption in transit and at rest, role-based access controls, multi-factor authentication, and regular security testing. Further details are available in our Security documentation upon request.

7.3 Security Incident Notification

In the event of a confirmed security incident involving unauthorised access to, or loss or alteration of, your data, we will: (a) take prompt action to contain and mitigate the incident; and (b) notify you without undue delay and in any event within 72 hours of becoming aware of it. We will cooperate with you to investigate and remediate the incident and fulfil our respective legal notification obligations. Where we act as a Business Associate under a Business Associate Agreement, the breach-notification timeframes set out in that agreement also apply to Protected Health Information.

7.4 Platform Operational Data

We may collect and use Platform Operational Data to analyze performance, secure the Platform, improve our products and services, and develop new features. Platform Operational Data does not identify you or any individual. For clarity, it does not include Client Data, Platform Output, intelligence responses, recommendations, or Decision Records (which are governed by Sections 9 and 10), and we do not use it to train or fine-tune AI models.

8. Fees & Payment

8.1 Fees

Fees are as set out in the applicable Order Form or SOW and are exclusive of applicable taxes unless expressly stated otherwise. All committed fees are non-cancellable. Fees are non-refundable except as expressly set out in these Terms or as required by applicable law.

8.2 Invoicing & Payment

We will invoice you in accordance with the billing frequency set out in the Order Form. Where not specified, the default is annual in advance. Payment is due within 30 days of the invoice date. All payments must be made in US Dollars (USD) unless otherwise specified in the Order Form by bank transfer or such other method as we agree in writing.

8.3 Late Payment

If an undisputed invoice remains unpaid after the due date, we will notify you in writing. If payment is not received within 10 business days of that notice, we may: (a) charge interest on the outstanding amount at 4% per annum above the US Prime Rate as published by the Wall Street Journal, accruing daily from the due date until payment in full; and (b) suspend your access to the Platform until all outstanding amounts are settled. Suspension does not affect your obligation to pay.

8.4 Taxes

All fees are exclusive of VAT, sales tax, withholding tax, and any other taxes or duties. You are responsible for all applicable taxes arising from transactions under these Terms, other than taxes based on our net income. Where withholding tax is legally required, the applicable tax treaty rate will apply and you will provide us with relevant documentation.

8.5 Fee Adjustments on Renewal

On each auto-renewal, we may increase fees by giving you written notice at least 60 days before the renewal date. Unless otherwise agreed in an Order Form, increases will not exceed 5% over the prior term's rate.

8.6 Credits

Where SLA credits or other service credits are earned under the terms of an applicable Order Form or SLA schedule, such credits will be applied to your next invoice and may not be redeemed for cash.

9. Intellectual Property

9.1 Our IP

We and our licensors retain all intellectual property rights in the Platform, its AI models, algorithms, methodologies, Documentation, and all materials we develop or provide (including our proprietary models, algorithms, and methodologies, and our licensors’ rights in any third-party models we use). Nothing in these Terms transfers any such rights to you.

9.2 Your IP & Grant of Rights to Us

You retain all intellectual property rights in your data and content. By submitting data and content to the Platform, you grant us a limited, non-exclusive, worldwide licence to access, use, copy, process, and display it solely to the extent necessary to provide the services to you and to comply with our obligations under these Terms.

As between the parties, you own Platform Output generated from your Client Data, subject to our and our licensors’ retained rights in the Platform and in the models, algorithms, and methodologies used to generate it. You own each Client Digital Worker you create. The Ownership of Custom Digital Workers is set out in the applicable SOW; Licensed Digital Workers are owned by us and licensed to you under the applicable Order Form. Nothing in these Terms grants us rights in your Client Digital Worker code, other than the limited rights necessary to provide the Platform to you.

9.3 Platform Operational Data

We own all rights in Platform Operational Data. We may use it to operate, improve, and develop the Platform and our services, but not to train or fine-tune AI models. For clarity, Client Data, Platform Output, and Decision Records are not Platform Operational Data; they remain yours and are governed by Sections 9.2, 9.6, and the confidentiality obligations in Section 10.

9.4 Feedback

Any ideas, suggestions, or comments you provide to us about the Platform ("Feedback") may be freely used by us without attribution or compensation. You assign to us all intellectual property rights in any Feedback, and we may use it for any purpose without restriction.

9.5 Open Source

The Platform may include components subject to open source licences. Open source components are subject to the applicable open source licence terms, which take precedence over these Terms for those components. A list of open source components is available upon written request.

9.6 Derived Knowledge & Decision Precedent

The Platform may generate decision precedent and other derived knowledge from your use of the Platform and your Client Data in order to improve the intelligence and accountability available to your Digital Workers. Such derived knowledge and precedent remain within your instance of the Platform and will not be disclosed to, or reused for the benefit of, any other customer unless you separately agree in writing. This does not restrict our use of Platform Operational Data, which by definition contains no client-derived content.

10. Confidentiality

Each party agrees to hold the other's confidential information (including pricing, business plans, technical specifications, AI model details, customer data, and the contents of Order Forms and SOWs) in strict confidence and not to disclose it to any third party without prior written consent, except (a) to its employees, contractors, affiliates, and professional advisers who have a need to know and are bound by confidentiality obligations no less protective than this Section; or (b) as required by law, regulation, or order of a court or regulatory authority (provided that the disclosing party is given reasonable prior notice where legally permitted). 

Your Client Data, Platform Output, Decision Records, and any decision precedent or derived knowledge generated from them are your confidential information, and we will not use or disclose them except to provide the Platform to you or as otherwise permitted under these Terms. Platform Operational Data, which contains no client-derived content, is not your confidential information.

Information is not confidential if it: (a) becomes publicly known other than through the receiving party's breach; (b) was already known to the receiving party at the time of disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party's confidential information.

This obligation survives termination of the agreement for a period of three years.

11. Warranties & Disclaimers

We warrant that: (a) we have the right to provide the Platform and services as described; (b) the Platform will perform materially as described in the Documentation; (c) we will comply with applicable law in delivering the services; and (d) to our knowledge, the Platform as provided by us does not infringe any third-party intellectual property right.

You warrant that: (a) you have authority to enter into these Terms; (b) your data and content do not infringe third-party rights; and (c) your use of the Platform will comply with all applicable laws.

Except as expressly stated in these Terms, the Platform is provided "as is". To the fullest extent permitted by law, we disclaim all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

12. Limitation of Liability

Neither party excludes liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded by law.

Subject to the above, our total aggregate liability to you under or in connection with these Terms — whether in contract, tort, or otherwise — will not exceed the total fees paid or payable by you in the twelve months immediately preceding the event giving rise to the claim.

Neither party will be liable for indirect, consequential, punitive, exemplary, or special losses, loss of profits, loss of revenue, loss of data, loss of goodwill, loss of business opportunity, or business interruption, even if advised of the possibility of such losses.

13. Indemnity

You will indemnify, defend, and hold us harmless from any third-party claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising from: (a) your breach of these Terms; (b) your infringement of any third-party intellectual property right; (c) your use of the Platform in violation of applicable law; or (d) your data or content, including any claim that it infringes the rights of a third party.

14. Term & Termination

• The agreement commences on the date the Order Form is executed or services are first provided, and continues for the term set out in the Order Form
• Unless either party gives written notice of non-renewal at least 30 days before the end of the current term, subscriptions auto-renew for successive periods of equal length at the then-current fees (subject to Section 8.5)
• Either party may terminate immediately by written notice if the other commits a material breach that remains unremedied 30 days after written notice of the breach
• Either party may terminate immediately if the other becomes insolvent, enters administration or liquidation, or a receiver is appointed over any part of its assets
• We may terminate or suspend immediately where continued provision would breach applicable law or a regulatory requirement
• On termination: all licences cease; outstanding fees become immediately due; each party will return or destroy the other's confidential information on request; and we will make your data available for export for 30 days, after which it will be securely deleted. For this purpose, “your data” available for export includes your Client Data, Platform Output, and Decision Records, provided in a commonly used, machine-readable format. Your Client Digital Workers run in your own environment and remain yours; your license to any Licensed Digital Worker ceases on termination; and otherwise only your access to the Platform ceases
• Sections that by their nature should survive termination will survive, including Sections 1 (Definitions), 9 (Intellectual Property), 10 (Confidentiality), 11 (Warranties & Disclaimers), 12 (Limitation of Liability), 13 (Indemnity), and 17 (General), together with any accrued rights and obligations (including the obligation to pay outstanding fees)

15. Force Majeure

Neither party will be in breach or liable for delay or failure in performance where such delay or failure results from events or circumstances beyond its reasonable control, including acts of God, natural disasters, pandemic, war, civil unrest, acts of government, power failures, failures, outages, or service changes of third-party AI or model providers, or failures of third-party infrastructure or internet services. The affected party must notify the other as soon as reasonably practicable and take all reasonable steps to mitigate the impact. If the force majeure event continues for more than 90 consecutive days, either party may terminate the affected services by giving 30 days’ written notice, without liability to the other party except for payment of feeds due for services already delivered. 

16. Dispute Resolution

If a dispute arises under or in connection with these Terms, the parties will first attempt to resolve it through good-faith negotiation between their respective account or project leads. If the dispute is not resolved within 15 business days, it will be escalated to each party’s senior management (at the level of Vice President or equivalent or above) for a further 15 business days. If the dispute remains unresolved after the senior management escalation period, either party may pursue its rights under applicable law and the governing law and jurisdiction provisions in Section 16. Nothing in this Section prevents either party from seeking injunctive or other equitable relief at any time where necessary to protect its rights.

17. General

• These Terms, together with all Order Forms, SOWs, and the DPA, constitute the entire agreement between the parties and supersede all prior representations, discussions, and agreements relating to the subject matter
• In the event of a conflict, the order of precedence is: Order Form; DPA; any applicable Business Associate Agreement; SOW; these Terms
• No waiver of any provision constitutes a continuing waiver or waiver of any other provision
• If any provision is found unenforceable, the remaining provisions continue in full force
• Neither party may assign its rights or obligations under these Terms without the other's prior written consent, except that we may assign to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of our assets, provided that the assignee assumes all obligations under these Terms
• These Terms are governed by the laws of the State of Illinois, United States, without regard to conflict of law principles; both parties submit to the exclusive jurisdiction of the state and federal courts located in Cook County, Illinois
• We may update these Terms with 30 days' written notice; your continued use after the effective date constitutes acceptance
• All notices under these Terms must be in writing and sent by email (with confirmed receipt) or by recognized overnight courier to the addresses specified in the applicable Order Form or, for legal notices, to contractsteam@neosapients.ai. Notices are deemed given on the date of confirmed electronic receipt or on the business day following courier deposit. 

18. Contact Us

Commercial enquiries: contact@neosapients.ai

Legal notices: contractsteam@neosapients.ai