Terms of Service

These Terms of Service (“Terms”) constitute a binding agreement between Pynimox Pvt Ltd (“Pynimox”) and the entity or individual (“Client”) accessing our website or engaging our professional services. By requesting services, signing a Statement of Work (“SOW”), or using our client portal, you agree to these Terms.

In the event of a conflict between these Terms and a signed SOW or Master Services Agreement (“MSA”), the SOW/MSA prevails.

Pynimox provides software engineering and AI consultancy services, including but not limited to web and application development, AI agent implementation, strategy consulting, and fractional AI leadership (“Services”). The specific deliverables, timeline, and fees for each engagement are defined in a SOW.

We reserve the right to decline or discontinue any engagement that conflicts with our values, professional standards, or legal obligations.

Access to our client portal is provided to authorised representatives of active client organisations. You are responsible for maintaining the confidentiality of your credentials and for all activities under your account. Notify us immediately at legal@pynimox.com.au if you suspect unauthorised access.

You must not use the portal to transmit unlawful, harmful, or infringing content, or attempt to reverse-engineer, scrape, or interfere with our systems.

Fees are as stated in the applicable SOW and are quoted in USD unless otherwise agreed. We invoice in AUD, GBP, or LKR at the rate on the invoice date.

• Strategy Sprint: 50% upfront, 50% on delivery of the final readout.
• AI Agent Build: 30% upfront, 40% at technical review milestone, 30% on production deployment.
• Fractional CAIO: Monthly in advance on the first business day of each calendar month.
• Custom engagements: As specified in the SOW.

Invoices are due within 14 days of issue. Overdue amounts attract interest at 2% per month. We reserve the right to suspend services on accounts overdue by more than 30 days.

Client IP: All code, designs, and deliverables created specifically for a Client engagement (“Work Product”) are assigned to the Client upon receipt of full payment, unless otherwise stated in the SOW.

Pynimox IP: Our pre-existing tools, frameworks, methodologies, libraries, and any general-purpose code not created exclusively for the Client remain the intellectual property of Pynimox. We grant the Client a perpetual, royalty-free licence to use such components as incorporated in the Work Product.

Open-source components: Deliverables may incorporate open-source software. Each such component is subject to its own licence terms, which we will disclose in the project documentation.

Both parties agree to treat as confidential any non-public information disclosed during the engagement (“Confidential Information”) and to use it solely for the purpose of performing or receiving Services. This obligation survives termination for a period of 3 years, except for information that:

• is or becomes publicly known through no breach by the receiving party;
• was rightfully known prior to disclosure;
• is independently developed without use of Confidential Information; or
• is required to be disclosed by law or regulatory authority.

Pynimox warrants that:

• Services will be performed with reasonable skill and care by qualified professionals.
• Deliverables will materially conform to the specifications in the SOW.
• We have the right to grant the intellectual property licences described herein.

Disclaimer: Except as expressly stated, Services are provided “as is”. We make no warranty that deliverables will be error-free or uninterrupted, or that AI-generated outputs will be accurate or complete. Clients are responsible for testing and validating all deliverables in their own environments before production deployment.

To the maximum extent permitted by law, Pynimox’s aggregate liability for any claim arising from or related to Services shall not exceed the total fees paid by the Client in the 12 months preceding the claim.

Neither party shall be liable for indirect, incidental, special, consequential, or punitive damages, including loss of profit, revenue, data, or business opportunity, even if advised of the possibility of such damages.

Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot be limited by law.

Fixed-scope engagements (Strategy Sprint, AI Agent Build): Work may not be cancelled once commenced. If Pynimox terminates due to Client breach, all fees for work completed to date are due immediately.

Fractional CAIO: Either party may terminate on 30 days’ written notice after the initial 3-month minimum commitment. Outstanding fees through the notice period remain payable.

For cause: Either party may terminate immediately if the other party materially breaches these Terms and fails to remedy the breach within 14 days of written notice.

On termination, each party will return or destroy the other’s Confidential Information. Portal access will be revoked within 5 business days.

These Terms are governed by the laws of New South Wales, Australia, without regard to conflict of law principles. Clients in the United Kingdom may alternatively elect English law.

The parties agree to attempt to resolve disputes in good faith within 30 days before initiating formal proceedings. Any unresolved dispute shall be referred to mediation in Sydney (or London for UK clients) before arbitration or litigation.

• Entire agreement: These Terms, together with any SOW or MSA, constitute the entire agreement between the parties.
• Severability: If any provision is unenforceable, the remainder continues in full force.
• No waiver: Failure to enforce any right does not constitute a waiver.
• Assignment: The Client may not assign rights or obligations without our written consent. We may assign to an affiliate or successor entity.
• Force majeure: Neither party is liable for delays caused by circumstances beyond their reasonable control.

For legal enquiries: legal@pynimox.com.au

Pynimox Pvt Ltd — Colombo, Sri Lanka