Terms & Conditions

1. Acceptance of Terms

These Terms and Conditions ("Terms") govern your access to and use of services provided by Prismara ("we," "us," "our"), a consulting firm registered in Singapore. By engaging our services or accessing our website, you ("Client," "you," "your") agree to be bound by these Terms.

If you are entering into these Terms on behalf of an organisation, you represent that you have the authority to bind that organisation to these Terms, and references to "you" include that organisation.

If you do not agree to these Terms, you must not use our services or website.

2. Definitions

• "Services" means AI ethics and governance consulting services provided by Prismara, including but not limited to landscape reviews, framework development, institutional programmes, and advisory support.
• "Deliverables" means reports, frameworks, documentation, templates, and other materials provided as part of service engagements.
• "Engagement Agreement" means a specific contract or statement of work between Prismara and Client detailing service scope, fees, and timeline.
• "Confidential Information" means non-public information disclosed by either party in connection with services.
• "Intellectual Property" means patents, copyrights, trademarks, trade secrets, and other proprietary rights.

3. Services Description

Prismara provides professional consulting services focused on AI ethics and governance. Our services are advisory in nature and do not constitute legal advice, technical implementation, or regulatory compliance certification.

Specific services are detailed in individual Engagement Agreements, which supplement these Terms. In case of conflict between these Terms and an Engagement Agreement, the Engagement Agreement prevails.

We reserve the right to refuse service to any organisation at our discretion.

4. Engagement Process

4.1 Scope Definition

Each engagement begins with a scoping discussion to define objectives, deliverables, timeline, and fees. These are documented in an Engagement Agreement signed by both parties.

4.2 Client Responsibilities

Clients agree to:

• Provide timely access to relevant stakeholders, systems, and documentation
• Respond to information requests within agreed timeframes
• Designate a primary contact for engagement coordination
• Review and provide feedback on deliverables within specified periods
• Maintain confidentiality of Prismara methodologies and materials

4.3 Changes to Scope

Requests for changes to engagement scope, timeline, or deliverables must be documented in writing. Such changes may result in fee adjustments and will be addressed through amendment to the Engagement Agreement.

5. Fees and Payment

5.1 Pricing

Service fees are specified in the Engagement Agreement. Fees are denominated in Singapore Dollars (SGD) unless otherwise agreed.

5.2 Payment Terms

• Invoices are issued according to payment schedule in Engagement Agreement
• Payment is due within 30 days of invoice date unless otherwise specified
• Late payments may incur interest at 1.5% per month or the maximum rate permitted by law, whichever is lower
• Client is responsible for all bank charges, transfer fees, and applicable taxes

5.3 Expenses

Service fees include consultation time, analysis, and deliverables. Additional expenses such as international travel or third-party tools will be pre-approved by Client and billed separately with supporting documentation.

6. Intellectual Property

6.1 Prismara IP

Prismara retains all rights to our methodologies, assessment frameworks, templates (prior to customisation), and other proprietary materials. Client receives a limited, non-exclusive license to use deliverables for internal purposes only.

6.2 Client IP

Client retains ownership of pre-existing intellectual property, organisational information, and data provided to Prismara. Customised frameworks and deliverables created specifically for Client may be jointly owned as specified in the Engagement Agreement.

6.3 Restrictions

Client may not reproduce, modify, distribute, or create derivative works from Prismara methodologies or materials without prior written consent. Client may not use deliverables for commercial purposes beyond internal implementation.

7. Confidentiality

Both parties agree to maintain confidentiality of information disclosed during engagements. Confidential Information excludes information that is:

• Publicly available through no breach of this agreement
• Rightfully received from a third party without confidentiality restrictions
• Independently developed without reference to disclosed information
• Required to be disclosed by law or regulation

Confidentiality obligations survive termination of services for a period of five years.

8. Warranties and Disclaimers

8.1 Our Warranties

We warrant that services will be:

• Performed with professional skill and care
• Consistent with generally recognised industry standards
• Delivered by qualified consultants with relevant expertise

8.2 Disclaimers

Except as expressly stated in Engagement Agreements, services are provided "as is" without warranties of any kind. We specifically disclaim:

• Warranties regarding specific outcomes or results
• Guarantees of regulatory compliance or approval
• Warranties that frameworks will prevent all governance failures
• Implied warranties of merchantability or fitness for particular purpose

8.3 No Legal or Technical Services

Our services constitute advisory guidance on governance frameworks and ethical considerations. We do not provide legal advice, regulatory compliance certification, or technical implementation services. Clients should consult appropriate legal counsel and technical experts for such matters.

9. Limitation of Liability

9.1 Liability Cap

Our total liability arising from or related to any engagement shall not exceed the fees paid by Client for that specific engagement during the twelve months preceding the claim.

9.2 Excluded Damages

In no event shall we be liable for indirect, incidental, consequential, special, or exemplary damages, including but not limited to:

• Lost profits or business opportunities
• Loss of goodwill or reputation
• Data loss or corruption
• Business interruption
• Third-party claims against Client

9.3 Exceptions

Nothing in these Terms excludes or limits liability for fraud, gross negligence, willful misconduct, or violations that cannot be limited under Singapore law.

10. Indemnification

Client agrees to indemnify and hold harmless Prismara, its employees, and consultants from claims, damages, and expenses arising from Client's use of deliverables, implementation of recommendations, or misrepresentation of information provided to us, except to the extent caused by our negligence or breach of these Terms.

11. Termination

11.1 By Either Party

Either party may terminate an engagement for convenience with 30 days written notice. Client remains responsible for fees for work completed and expenses incurred prior to termination date.

11.2 For Cause

Either party may terminate immediately if the other party:

• Materially breaches these Terms and fails to cure within 15 days of notice
• Becomes insolvent or subject to bankruptcy proceedings
• Engages in illegal conduct related to the engagement

11.3 Effect of Termination

Upon termination, Client receives deliverables completed to date. Confidentiality and intellectual property provisions survive termination. Outstanding fees become immediately due and payable.

12. Dispute Resolution

12.1 Governing Law

These Terms are governed by the laws of Singapore, without regard to conflict of law principles.

12.2 Jurisdiction

Any disputes arising from these Terms shall be subject to the exclusive jurisdiction of the courts of Singapore.

12.3 Informal Resolution

Before initiating formal proceedings, parties agree to attempt good faith negotiation for 30 days. Senior representatives from each party will participate in resolution discussions.

13. General Provisions

13.1 Entire Agreement

These Terms, together with the Engagement Agreement, constitute the entire agreement between parties and supersede all prior discussions, representations, or agreements.

13.2 Amendments

We may update these Terms periodically. Material changes will be communicated to active clients. Continued use of services after changes constitutes acceptance of modified Terms.

13.3 Severability

If any provision is found invalid or unenforceable, remaining provisions continue in full force. Invalid provisions will be reformed to the extent possible to reflect the parties' intent.

13.4 Waiver

Failure to enforce any provision does not waive the right to enforce it later. Waivers must be in writing and signed by the waiving party.

13.5 Assignment

Client may not assign rights or obligations under these Terms without our prior written consent. We may assign to affiliates or in connection with merger, acquisition, or sale of assets.

13.6 Notices

All notices must be in writing and sent to the addresses specified in the Engagement Agreement. Notices are effective upon receipt.

14. Contact Information

For questions regarding these Terms, please contact: