Terms of Service

1. Agreement

These Terms of Service ("Terms") govern your use of sprouto.net (the "Site") and, unless superseded by a signed agreement, your engagement of services from Sprouto InfoSolutions Pvt. Ltd. ("Sprouto", "we", "us"). By using the Site or engaging our services, you agree to these Terms. Where a signed master services agreement, statement of work, or order form exists between you and Sprouto, that document prevails over these Terms to the extent of any conflict.

2. Services

Sprouto provides AI consulting, engineering, integration, and related services, and access to the Sprouto Agent Platform where agreed. The scope, deliverables, timelines, fees, and acceptance criteria for any engagement are defined in the applicable statement of work or proposal. Descriptions on the Site are informational and do not constitute an offer or a commitment to specific results unless agreed in writing.

3. Client responsibilities

Engagements depend on timely access to the people, systems, information, and approvals identified in the statement of work. Delays attributable to the client may adjust timelines and fees. The client is responsible for ensuring it has the rights to provide the data and systems access it grants to Sprouto.

4. Fees and payment

Fees, invoicing schedules, and payment terms are set out in the applicable statement of work or invoice. Unless otherwise agreed, invoices are payable within the period stated on the invoice, and applicable taxes are additional. Late payments may attract interest as permitted by law, and Sprouto may suspend work on accounts that are materially overdue after notice.

5. Intellectual property

Upon full payment, the client owns the deliverables identified as client-owned in the statement of work. Sprouto retains ownership of the Sprouto Agent Platform, its pre-existing materials, tools, frameworks, and general know-how, and grants the client the license to use them as needed to benefit from the deliverables, as specified in the engagement documents. Neither party acquires the other's trademarks.

6. Confidentiality

Each party will protect the other's confidential information with at least the care it applies to its own, use it only for the engagement, and disclose it only to those who need it and are bound by confidentiality obligations. This clause does not apply to information that is public, independently developed, or lawfully received from a third party.

7. Data protection

Sprouto operates an ISO 27001-certified information security management system. Where Sprouto processes personal data on a client's behalf, the parties will enter into appropriate data processing terms. Sprouto's handling of personal data collected via the Site is described in the Privacy Policy.

8. AI-specific terms

AI systems are probabilistic. Sprouto designs, tests, and operates systems against agreed evaluation criteria and baselines, and implements the human checkpoints agreed in the engagement design. Unless expressly agreed in writing, Sprouto does not warrant that AI outputs will be error-free, and the client remains responsible for decisions made on the basis of system outputs in areas the engagement design reserves for human judgement.

9. Warranties and disclaimers

Sprouto warrants that services will be performed with reasonable skill and care by appropriately qualified personnel. Except as expressly stated, the Site and services are provided without other warranties, express or implied, including fitness for a particular purpose, to the extent permitted by law.

10. Limitation of liability

To the extent permitted by law, neither party is liable for indirect, incidental, or consequential losses, and each party's aggregate liability arising out of an engagement is limited to the fees paid or payable under that engagement in the twelve months preceding the claim. Nothing limits liability that cannot be limited by law, including for fraud or willful misconduct.

11. Termination

Either party may terminate an engagement as set out in the statement of work, or on written notice if the other party materially breaches these Terms and fails to cure within thirty days. On termination, the client pays for work performed to the effective date, and each party returns or deletes the other's confidential information on request. Cancellation and refund treatment is described in the Cancellation & Refund Policy.

12. Site use

You may not misuse the Site, attempt unauthorized access, or use Site content to build competing marketing materials. Site content is owned by Sprouto and may not be reproduced without permission, except for fair quotation with attribution.

13. Governing law

These Terms are governed by the laws of India, and the courts at Vadodara, Gujarat have exclusive jurisdiction, subject to any different choice of law and forum in a signed agreement.

14. Contact

Sprouto InfoSolutions Pvt. Ltd., Vadodara, Gujarat, India · info@sprouto.net