Terms & Conditions

General terms and conditions of services and solutions provided by IngeniAI.

February 2026

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1. Application of the Agreement

These General Terms and Conditions of services and solutions provided (hereinafter referred to as the GTCs) apply to the provision of the solutions/services (Services) by IngeniAI Ltd, a company registered in England and Wales under number 16514699 whos registered office is at Room 4069, Building 37 Universtiy of Southampton, University Road, Southampton, Hampshire, UK, SO17 1BJ (IngeniAI/We/Us) to the party buying the services (You/Client).

You are deemed to have accepted these GTCs when you accept our quotation or from the date of any performance of the Services (whichever happens earlier) and these GTCs and our quotation (the Contract) are the entire agreement between us.

You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These GTCs apply to the Contract to the exclusion of any otehr terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2. Interpretation

A Business Day means any day other than a Saturday, Sunday or Bank Holiday in England and Wales.

The headings in these GTCs are for convenience only and do not affect their interpretation.

Words imparting the singular number shall include the plural and vice-versa.

3. Our Obligations

We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation provided to you by us, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirements, and we will notify you if this is necessary.

We will use all reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.

All of these GTCs apply to the supply of any Solutions as well as Services unless we specify otherwise.

4. Client's Obligations

You must obtain any permissions, consents, licences or otherwise, that we need and must give us with access to any and all relevant information, materials, properties and any other matters which we need to provide the Services.

If you do not comply with the terms outlined in clause 10, we can terminate the Services, and with immediate effect. You might still be lieable for the incured costs and fees agreed in the qoutation or by other means.

We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section.

5. Title and Risk

The risk of the Solutions will be transferred in accordance with the agreed Incoterms. Unless otherwise specified in the quotation, title/ownership of the Solutions and/or Services will transfer to you and upon the receipt and implementation of the Solutions by us.

6. Price and Payment Terms

The final price (Fees) for the Services are set out in the quotation and are on a time and resources required basis. The Fees provided shall be final, not subject to revision and may only be modified by an amendment signed by both Parties. We will send the invoce within thirty days of the delivery of the Services and in accordance with the applicable GTCs. The invoice shall indicate: the name, address and VAT number of the Client and the Company; the reference of quotation and the Services provided; the current Bank details and any legally necessary information.

The payment terms will be indiciated on both, the quotation and the invoice. By default, you will be required to pay by bank transfer and no later than 30 days from the invoice date.

IIn addition to the Fees, we can recover from you:

a) reasonable incidental expenses, including but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses,

b) the cost of services provided by third parties and required by us for the performance of the Services, and

c) the cost of any additional resources (human and/or compute resources) required for the provision of the Services.

You must pay us for any additional services provided by us that are not specified in the quotation in accordance with our, at the time, current, applicable rate in effect at the time of performance or such other rate as may be agreed between us. The provisions of clause 14 also apply to these additional services.

The Fees are excluded of any applicable VAT and other taxes.

7. Cancellation and Amendment

We can withdraw, cancell or amend a quotation if it has not been accepted by you, or if the Services have not started, within a period of 30 days from the date of the quotation, (unless the quotation has been withdrawn).

Either we or you can cancel quotation for any reason prior to your acceptance (or rejection) of the quotation.

If you want to amend any details of the Services, you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to you.

If, due to circumstances beyond our control, including those set out in the clause 14. of this GTCs', we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endevours to keep any such changes to a minimum.

8. Payment

We will invoice you for payment of the Fees either:

a) when we have completed the Services; or

b) on the invoice dates set out in the quotation.

You must pay the Fees due within 30 days of the date of our Invoice or otherwise in accordance with any credit terms agreed between us in the quotation or in accordance to this GTCs. Time of payment shall be of the essence of the Contract.

Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you either interest at the rate of (currently) 8% per annum and above the base landing rate of the Bank of England, and from time to time on the amount outstanding until payment is received in full.

All payments due under these GTCs must be made in full wihotut any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.

If you disagree to pay or do not pay within the period set out above, we can suspend any further provision of the Solution and/or Services and cancel any future services which have been ordered by, or otherwise arranged with you.

Receipts for payment will be issued by us only at your request.

9. Sub-contractig and Assignment

We can at any time assign, transfer, charge, subcontrat or deal in any other manner with all or any of our rights under these GTCs and can subcontract or delegate in any manner any or all of our obligations to any third party.

You must not, wihout our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these GTCs.

10. Termination

We can terminate the provision of the Solutions/Services immediately if you:

a) commit a material breach of your obligations under these GTCs; or

b) fail to make payment of any amount due under the Contract on the due date for payment; or

c) are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or

d) enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or

e) convene any meeting of your creditors, enter into voluntary or compulsdory liquidation, have a received, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.

11. Intelectual Property (IP)

We reserve all copyright and any other IP rights which may subsist in any goods supplied in connection with the provision of the Soltuons and/or Services. We reserve the rigth to take any appropriate action to restrain or prevent the infingement of such IP rights.

12. Liability and Indemnity

Our liability under these GTCs, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this section.

The total amount of our liability is limited to the total amount of Fees payable by you under the Contract.

We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these GTCs or the quotation for:

a) any indirect, special or consequential loss, damage, costs, or expenses or;

b) any loss of profits; los of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; or

c)any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or

d) any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or

e) any losses arising directly or indirectly from the choice of Solutions and/or Services and how they will meet your requirement or your use of the Services or any goods supplied in connection with the Services.

You must indemnify us against all damanges, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.

Nothing in these GTCs shall limit or exclude our liability for death or persoal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.

13. Data Protection

When supplying the Services to you, we may require to gain access to and/or acquire the ability to transfer, store or process personal data of your employees (employees of the Client). You agree that where such processing of personal data takes place, you shall be the 'data controller' and we shall be the 'data processor' as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.

For the avoidance of doubt, 'Personal Data', 'Processing', 'Data Controller' and 'Data Subject' shall have the same meanining as in the GDPR.

We shall only Process Personal Data to the extent reasonably required to enable us to supply the Services as mentioned in these GTCs or as required by and agreed with you, shall not retain any personal data longer than necessary for the processing and refrain from processing any personal data for its own or for any third party's purposes.

We shall not disclose any personal data to any third parties other than employees, directors, agents, sub-contractors or advisors on a strict 'need-to-know' basis and only under the same (or more extensive) conditions as set out in these GTCs or to the extent required by applicable legislation and/or regulations.

We shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by us on behalf of you, the Customer.

Further information about our approach to data protection and privacy notice are specified in our Data Protection and Privacy Notice Policy (DPPN Policy), which can be found on our website or on your request. For any enquires or complaints regarding data privacy, you can email: contact@ingenia.com.

14. Circumstances Beyond a Party's Control

Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Solution delivery and/or Services to be carried out under these GTCs.

15. Communications

All notices under these GTCs must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).

Notices shall be deemed to have been duly given:

a) when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;

b) when sent, if transmitted by email and a successful transmission report or return receipt is generated;

c) on the fifth business day following mailing, if mailed by national ordinary mail or tenth if mailed by airmail.

All notices under this GTCs must be addressed to the most recent address, email address or fax number notified to the other party.

16. No waiver

No delay, act or omission by a party in excercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other rights, or remedy.

17. Severance

If one or more of these GTCs is found to be unlowful, invalid or otherwise unenforceable, that/those provisions will be deemed severed from the remainder of these GTCs (which will remain valid and enforceable).

18. Law and Jurisdiction

These GTCs shall be governed by and interpreted according to the Law of England and Wales, and all disputes arising under the GTCs (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.