By accessing calibiai.com, requesting a consultation, signing an engagement letter, or using any Calibi AI product or service (collectively, the “Services”), you agree to be bound by these Terms. If you are acting on behalf of a company or other organisation, you represent that you have authority to bind that organisation, and “you” refers to that organisation.

Where a signed engagement letter, statement of work, or product agreement supplements or conflicts with these Terms, the more specific document prevails for the subject matter it covers. If you do not agree to these Terms, please discontinue use of the Services.

Calibi AI provides premium AI and automation services, which may include, among others:

The scope, deliverables, timelines, and acceptance criteria for each engagement are set out in the applicable proposal, statement of work, or order form. Where those documents are silent, these Terms apply.

To deliver quality work, we rely on you to:

Client materials. You retain all rights in the data, content, and materials you provide to us (“Client Materials”). You grant us a limited, non-exclusive licence to use Client Materials solely to perform the Services for you.

Our materials. All pre-existing tools, frameworks, templates, methods, and know-how used in delivering the Services remain the property of Calibi AI (“Calibi Materials”). We grant you a non-exclusive, non-transferable licence to use any deliverables to the extent specified in the engagement documents and to the extent necessary for their intended purpose.

Deliverables. Ownership of custom deliverables is determined by the applicable engagement documents. Unless otherwise agreed in writing, you receive a perpetual, irrevocable licence to use deliverables licensed to you; Calibi AI retains the right to reuse general know-how, techniques, and improvements that are not confidential Client Materials.

Third-party components. Deliverables may include open-source or third-party components subject to their own licences. We will make reasonable efforts to identify significant third-party components in deliverables; you are responsible for complying with those licences in your use of the deliverables.

Each party may be given access to the other's confidential and proprietary information, including business plans, pricing, technical documentation, prompts and configurations, and customer data (“Confidential Information”). The receiving party will use Confidential Information only to perform its obligations, protect it with at least the same degree of care it uses for its own confidential information (and no less than reasonable care), and not disclose it to third parties without prior written consent.

Confidential Information excludes information that is (a) publicly available through no fault of the receiving party, (b) already known to the receiving party, (c) independently developed without use of the other party's Confidential Information, or (d) lawfully received from a third party without restriction. Disclosure is also permitted where required by law or court order, provided the disclosing party is notified where lawful so it may seek protection.

These obligations survive termination for a period of five (5) years, except for trade secrets, which are protected for as long as they remain trade secrets under applicable law.

The fees for the Services are set out in the applicable proposal, engagement letter, or order form. Fees quoted are exclusive of applicable taxes (GST and similar), which are additional unless expressly stated otherwise. Subscription products are billed in advance on the cycle stated at purchase and renew automatically until cancelled.

When a deliverable is submitted, you will have the acceptance period stated in the engagement documents (default: 10 business days) to test it and notify us in writing of any non-conformity, describing the defect in reasonable detail. Deliverables not objected to within the acceptance period are deemed accepted.

We will correct defects that materially fail to conform to the agreed specifications and resubmit them for a short further review (default: 5 business days). Our obligation under this section is limited to one (1) correction cycle per deliverable, after which you may, at your option, (a) accept the deliverable with a pro-rata fee reduction, or (b) terminate the affected work item and receive a refund of fees paid for unaccepted work.

We warrant that the Services will be performed in a professional and workmanlike manner consistent with industry standards, that deliverables will conform materially to their agreed specifications for the warranty period (default: 90 days after acceptance), and that we will have the necessary rights and licences to perform the Services.

Except as expressly stated, the Services, deliverables, and AI outputs are provided “as is” and “as available”. AI systems can produce outputs that are inaccurate, incomplete, or inconsistent, and we do not warrant that outputs will be error-free, non-infringing, or fit for a particular purpose. You are responsible for reviewing AI-generated outputs and for making your own decisions, and for obtaining your own professional advice where required. To the maximum extent permitted by law, we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

You agree to defend, indemnify, and hold harmless Calibi AI and its officers, employees, and contractors from and against third-party claims, damages, and reasonable costs (including legal fees) to the extent arising from: (a) your Client Materials or instructions; (b) your use of the Services or deliverables in breach of these Terms or applicable law; or (c) your products, services, or communications other than our deliverables.

Calibi AI agrees to indemnify you against third-party claims that a deliverable, as delivered and used within its intended purpose, infringes a patent, copyright, or trade-mark, provided you promptly notify us, give us sole control of the defence, and permit us to procure a licence, modify, or replace the infringing part where practicable.

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, data, or goodwill, even if advised of the possibility.

Each party's total aggregate liability arising out of or relating to the Services (whether in contract, tort, or otherwise) is capped at the fees paid or payable by you to Calibi AI in the twelve (12) months preceding the event giving rise to the claim. The caps do not apply to your payment obligations, your indemnification obligations, a party's breach of confidentiality, or liability that cannot be limited under applicable law.

Either party may terminate an engagement on 30 days' written notice, earlier in the case of a material breach that remains uncured for 14 days after written notice, or for insolvency. On termination, you will pay for all Services properly performed through the termination date, and we will deliver all work-in-progress completed to that date, subject to payment.

We may suspend or terminate Services immediately where continued performance would violate the law, where a material security risk exists, or where payments are substantially overdue after notice. Our termination rights are without prejudice to any other remedy available at law.

Sections that by their nature should survive — including ownership, confidentiality, warranties, indemnification, limitation of liability, and dispute resolution — survive termination or expiry of the engagement.

Calibi AI is an independent contractor. Nothing in these Terms or in the engagement creates an agency, partnership, joint-venture, or employment relationship. Neither party has authority to bind the other, and no employee or contractor of one party is an employee or agent of the other.

Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, war, terrorism, pandemics, governmental action, power or telecommunications failures, and failures of third-party infrastructure or model providers. The affected party will use reasonable efforts to mitigate the impact and resume performance as soon as practicable.

These Terms and any engagement are governed by the laws of India, without regard to conflict-of-laws rules. The parties will first attempt to resolve any dispute informally through good-faith negotiation between senior representatives for 30 days.

If the dispute is not resolved, it will be referred to a sole arbitrator appointed in accordance with the Arbitration and Conciliation Act, 1996, with the seat of arbitration in Pune, Maharashtra, and the proceedings conducted in English. Each party bears its own costs unless the arbitrator directs otherwise. Nothing prevents either party from seeking urgent injunctive relief in a court of competent jurisdiction to protect its intellectual property or confidential information.

Questions about these Terms can be directed to: