Terms of Sale / AI Engineering Services Agreement

Last Updated: June 2026

1. Scope of Services

1.1 Nature of Our AI Services

90 AI Engineering ("Service Provider," "we," "us") provides professional artificial intelligence engineering services on a project or retainer basis. These services are custom in nature and include:

Custom AI Agent Development: Design, development, and deployment of AI agents tailored to client business processes
Large Language Model (LLM) Integration: Integration of LLMs (including GPT, Claude, Gemini, open-source models) into existing business workflows and applications
Process Automation: End-to-end automation of operational workflows using AI technologies and API integrations
AI Systems Architecture: Design of scalable AI infrastructure, data pipelines, and ecosystem architecture
Data Analysis and Business Intelligence: Structuring, processing, and analysis of business data using AI tools
AI Strategy Consulting: Advisory services for AI roadmap development and technology selection
Training and Knowledge Transfer: Workshops, documentation, and training for client teams
Maintenance and Support Retainers: Ongoing technical maintenance, monitoring, and support for deployed AI systems

1.2 Service Proposals

All engagements commence with a written proposal or Statement of Work (SOW) detailing the project scope, deliverables, timeline, milestones, and pricing. Proposals are valid for 30 calendar days from the date of issue. Acceptance must be confirmed in writing (email or signed contract).

2. Intellectual Property and Ownership of Deliverables

2.1 Ownership Upon Full Payment

Upon receipt of full and final payment for all project-related invoices, the Client receives exclusive ownership of the following deliverables specifically created for the Client under the engagement:

Custom AI models and configurations built specifically for the Client's use case
All source code, scripts, and technical implementations created for the project
Technical documentation, system architecture diagrams, and deployment guides
Datasets and data pipelines prepared exclusively for the project
Any other deliverables explicitly listed in the project SOW

2.2 Pre-Existing and Background IP

90 AI Engineering retains full and exclusive ownership of all pre-existing intellectual property and background IP, regardless of its use in any project, including:

Proprietary AI frameworks, prompt engineering methodologies, and orchestration tools
Standard code libraries, reusable modules, and workflow templates developed independently of any client project
Business processes, optimization techniques, and engineering knowledge developed through our practice
Benchmark data, training techniques, and evaluation methodologies

The Client receives a perpetual, non-exclusive, non-transferable, royalty-free license to use such background IP solely within the delivered system for internal business purposes. This license does not permit sublicensing, distribution, or white-labeling of our background IP.

2.3 Confidentiality of Methodology

The Client agrees not to disclose, reproduce, or use for competing purposes any proprietary methodologies, prompt structures, or trade secrets disclosed during the engagement without prior written consent from 90 AI Engineering.

3. Payment Terms

3.1 Pricing and Fee Structures

Services are priced according to the accepted proposal. Common fee structures include:

Fixed-Price: A defined total fee for a specific, scoped project with defined deliverables
Time-and-Materials (T&M): Hourly or daily billing for exploratory or evolving scope work
Milestone-Based: Payments triggered by achievement of defined project phases or deliverables
Monthly Retainer: Fixed monthly fee for ongoing development, maintenance, or advisory services

3.2 Accepted Payment Methods

90 AI Engineering accepts payment via:

Bank wire transfer (SWIFT/SEPA/ACH — details provided on invoice)
Credit or debit card (Visa, Mastercard, American Express) via secure payment processor
ACH transfer (for United States-based clients)
Any other method expressly agreed in writing prior to invoice issuance

All payments must be made in the currency specified on the invoice (USD, EUR, or AED).

3.3 Standard Payment Schedule

Default Payment Term: Net 30 — Full payment due within 30 calendar days of invoice date.

Alternative schedules commonly used:

50/50 Split: 50% upon contract signing; 50% upon final delivery
Milestone-Based (33/33/34): 33% upon signing; 33% at agreed midpoint; 34% upon delivery and acceptance
Retainer: Monthly invoices due within 15 days of issuance

3.4 Late Payment and Interest

Invoices unpaid beyond 15 days after the due date will accrue interest at 1.5% per month (18% per annum) or the maximum rate permitted by applicable law, whichever is lower.

If payment remains outstanding beyond 30 days after the due date, we reserve the right to: (a) suspend active services immediately without liability; (b) withhold delivery of completed deliverables until full payment is received; and (c) initiate formal debt recovery proceedings.

3.5 Taxes and Duties

All quoted prices are exclusive of applicable taxes, including VAT, GST, withholding taxes, and other duties. The Client is responsible for all taxes applicable in their jurisdiction. If 90 AI Engineering is legally required to collect taxes, these will be added to the invoice.

4. Project Execution and Client Responsibilities

4.1 Collaboration Requirements

Successful project delivery depends on active Client cooperation. The Client agrees to:

Designate a primary point of contact with decision-making authority for the project
Provide timely feedback and approvals on deliverables within agreed review periods
Supply access to necessary systems, APIs, data, platforms, and accounts as required
Ensure all data, content, and materials provided to 90 AI Engineering comply with applicable data protection laws and do not infringe third-party rights
Communicate clearly and promptly regarding project direction, scope changes, and priorities

4.2 Post-Delivery Support

Standard fixed-price projects include 30 days of post-delivery technical support at no additional cost, covering defect correction for issues directly caused by our implementation. Extended support is available via a separate maintenance retainer.

5. Contract Termination

5.1 Termination by the Client — Before 14 Days (European Withdrawal Right)

For Clients with consumer status in the European Union or EEA member states, the right of withdrawal governed by EU Directive 2011/83/EU applies as follows:

You have the right to withdraw from the service contract within 14 calendar days of the contract execution date, without providing any reason
To exercise this right, submit a written withdrawal notice to hq@90ai.engineering within 14 days clearly stating your intent to withdraw
If services have not yet commenced, you are entitled to a full refund within 14 days of receiving your withdrawal notice
If you explicitly requested service commencement within the 14-day window, you waive the right to a full refund and will be charged proportionally for services rendered up to the date of withdrawal (calculated as: Days Worked ÷ Total Project Days × Total Price)

5.2 Termination by the Client — After 14 Days

Written notice of termination is required via email to hq@90ai.engineering
The Client remains obligated to pay for all work completed through the termination effective date, calculated on a proportional basis
Reasonable wind-down costs may be invoiced, including costs of materials, third-party licenses, and non-cancellable commitments made on the Client's behalf
Completed deliverables will be transferred upon receipt of all outstanding payments

5.3 Termination for Cause by the Client

The Client may terminate immediately (and without further payment obligation beyond work rendered) if 90 AI Engineering commits a material breach of contract and fails to cure the breach within 10 business days of receiving written notice specifying the breach in detail.

5.4 Termination by 90 AI Engineering

We may terminate the engagement in the following circumstances:

Non-Payment: Payment overdue by more than 30 days after the invoice due date
Client Breach: Material breach of these Terms or the SOW not cured within 10 business days of notice
Force Majeure: Circumstances beyond our reasonable control preventing service delivery for more than 30 consecutive days
Convenience (Retainers Only): With 30 days written notice for ongoing retainer agreements

5.5 Effects of Termination

All obligations to provide further services cease upon the effective termination date
The Client remains obligated for payment of all services rendered through termination
Completed, paid deliverables are transferred to the Client; incomplete work-in-progress remains with 90 AI Engineering until a separate agreement is reached
Confidentiality obligations of both parties survive termination indefinitely for trade secrets and for 3 years for other confidential information

6. Service Warranties

6.1 Our Warranties

We warrant that:

Services will be performed professionally, diligently, and in conformity with industry standards
Our team possesses the qualifications and certifications stated on our website
Deliverables will materially conform to the specifications described in the accepted SOW
We will not knowingly infringe any third-party intellectual property rights in the course of delivering services

6.2 Exclusions and AI-Specific Disclaimer

EXCEPT AS EXPRESSLY STATED IN SECTION 6.1, WE PROVIDE NO ADDITIONAL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

The Client acknowledges that AI systems are inherently probabilistic and non-deterministic. We do not warrant that AI systems will produce specific outputs, achieve predetermined business outcomes, perform with specific accuracy metrics, or remain unchanged following updates to underlying third-party AI models. The Client bears sole responsibility for testing, validation, and governance prior to production deployment.

7. Limitation of Liability

IN NO EVENT SHALL 90 AI ENGINEERING BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, DATA LOSS, OR BUSINESS INTERRUPTION, ARISING FROM OR RELATED TO THE PERFORMANCE OF SERVICES UNDER THIS AGREEMENT.

OUR MAXIMUM CUMULATIVE LIABILITY FOR ALL CLAIMS UNDER ANY ENGAGEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE CLIENT TO 90 AI ENGINEERING IN THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM, OR USD $2,000, WHICHEVER IS GREATER.

8. Confidentiality

Both parties agree to treat as strictly confidential all non-public information disclosed during the engagement ("Confidential Information"), including but not limited to business strategies, client data, technical specifications, pricing, and trade secrets.

Neither party shall disclose Confidential Information to any third party without prior written consent or use it for any purpose outside the scope of the engagement. This obligation remains in force for 3 years following project completion or termination, and indefinitely for trade secrets.

9. Indemnification

The Client agrees to indemnify 90 AI Engineering from any claims arising from: (a) Client-provided data or materials that infringe third-party rights or violate applicable law; (b) the Client's use of deliverables outside the agreed scope; or (c) the Client's misrepresentation or breach of these Terms.

10. Force Majeure

Neither party shall be liable for delays or failures caused by events beyond reasonable control, including natural disasters, government actions, cyberattacks, pandemics, infrastructure outages, or third-party API failures. The affected party must notify the other in writing within 5 business days of the force majeure event.

11. Governing Law and Disputes

This Agreement is governed by the laws of Dubai, United Arab Emirates. All disputes shall be resolved first by good-faith negotiation (30 days minimum) and, if unresolved, by binding arbitration under the DIAC or DIFC rules in English. For EU consumer contracts, mandatory consumer protection laws of the consumer's country of residence also apply.

12. Contact

For sales inquiries, withdrawal requests, or contractual questions:
Email: hq@90ai.engineering
Company: 90 AI Engineering — Meydan Free Zone, Dubai, UAE