Terms And Conditions

1.1Who these terms are between

These terms are between EICRA Soft Limited, a company registered in Bangladesh under RJSC number E67073(4565)/07, with its office at JCX Business Tower, Plot 1136/A, Japan Street, Block I, Level 5, Suite G, Bashundhara R/A, Dhaka 1229, Bangladesh (EICRA, we, us), and the company or person who accepts a quotation, signs a scope document or instructs us to begin work (you, the Client).

By accepting a quotation, signing a scope document, paying an invoice or instructing us to start, you accept these terms on behalf of your organisation and confirm you are authorised to do so.

1.2Definitions

2.1AI Services

The AI Services menu is organised into five groups. Every service below is supplied under these terms and under a Scope specific to your engagement.

2.2EOR and workforce services

Employer of Record, staffing, work permit, payroll administration, corporate registration and related workforce services are also supplied under these terms. Because these services involve employing people and filing with Bangladeshi authorities, they are additionally governed by the separate employment and service agreements signed for each engagement, which prevail over these terms on any employment matter.

2.3What is not covered

• Regulated advice. We do not provide legal, medical, tax, audit or financial advice, and AI output must not be relied on as such.
• Third-party licence, subscription and AI usage fees. These are bought by you in your own name and paid directly to the provider.
• Hardware, network changes and on-premise server administration, unless expressly written into a Scope.
• Guaranteed commercial outcomes such as revenue, ranking, savings or headcount reduction.
• Work outside the signed Scope. New requirements are quoted as a change request before any work begins.

3.1How an engagement starts

Every engagement begins with a written Scope stating deliverables, exclusions, acceptance criteria, timeline and price. Work starts only after you accept that Scope in writing. A quotation is valid for thirty days from issue unless it says otherwise.

Nothing said in a call, email thread or presentation forms part of the contract unless it is written into the Scope.

3.2Fees, currency and taxes

• Fees are fixed for the agreed Scope. Changes to scope are priced as a change request and are not started until approved.
• Unless the Scope says otherwise, prices are in United States dollars and exclusive of VAT, withholding tax, duties and bank charges.
• Where Bangladeshi or foreign law requires you to withhold tax, you will provide the withholding certificate and the amount withheld is treated as paid.
• Invoices are payable within the period stated on the invoice. Overdue amounts may attract interest and may lead to suspension under clause 8.2.
• Model Provider usage fees, software subscriptions and third-party licences are your cost and are billed to your own accounts.

3.3Your responsibilities

• Give timely access to the systems, data, documentation and named people the Scope depends on.
• Ensure you have the right to share Client Data with us and to have it processed for the agreed purpose.
• Nominate a decision-maker who can approve scope, review output and sign off acceptance.
• Operate the Human Checkpoint after handover where the Scope provides for one.
• Keep your own backups of systems and data we work on.

Delay on your side moves the timeline. Where an engagement is blocked by missing access, data or approvals for more than fourteen days, we may re-plan the work and re-quote the affected part.

4.1Nature of AI output

AI Systems produce probabilistic output. The same input can produce different output on different runs, and output can be confidently wrong. We do not warrant that AI output will be accurate, complete, current, unbiased or fit for a purpose outside the one written into the Scope.

What we do warrant is stated in clause 7.1: that a delivered AI System meets the accuracy threshold recorded in the Scope, measured on the agreed test set.

4.2Human oversight

Every production AI System we deliver includes a Human Checkpoint wherever a mistake would cost money, legal exposure or customer trust, together with a confidence threshold, an exception queue, an alert to a named person and a logged fallback path.

If you instruct us in writing to remove or bypass the Human Checkpoint, we will record that instruction in the Scope, and responsibility for unreviewed output passes to you.

4.3Model Providers and your data

• Delivery may use third-party Model Providers. The Scope names them before work starts.
• Client Data is used only to deliver the Services. We do not use it to train, fine-tune or improve any model for ourselves or any third party.
• Where a Model Provider offers a setting that excludes customer data from provider training, we enable it.
• Model Providers may change, deprecate, reprice or withdraw models. Where that affects a delivered system, we will tell you and quote the remediation.
• Your use of a Model Provider through credentials in your own name is also subject to that provider’s own terms.

4.4Prohibited uses

You must not use, and must not instruct us to build, an AI System for any of the following.

• Unlawful, fraudulent, deceptive or harassing activity, or anything prohibited by Bangladeshi law or by the law applying to you.
• Automated decisions with legal or similarly significant effect on an individual without a Human Checkpoint and a route to human review.
• Generating content that impersonates a real person or organisation in a way intended to deceive.
• Processing special-category personal data, payment card data or children’s data unless expressly scoped, contracted and safeguarded.
• Circumventing the safety controls, rate limits or acceptable-use policies of any Model Provider.

We may refuse or stop work that falls into the list above, and may terminate under clause 8.3 without refund of work already performed.

4.5Regulatory documentation

Where the Scope includes AI assurance or regulatory documentation, including EU AI Act technical documentation, we prepare records based on the system as built and on information you supply. Preparing that documentation does not make us your regulatory representative, does not transfer your obligations as provider or deployer to us, and is not a certification or a legal opinion.

5.1What you own

On payment in full for the relevant engagement, all intellectual property rights in the Deliverables created specifically for you transfer to you, including workflows, agent configurations, prompts written for your use, source code, and the documentation and runbooks delivered with them.

5.2What we keep

We retain ownership of our pre-existing materials: internal libraries, frameworks, templates, tooling, methods and know-how that existed before the engagement or that we develop independently of it. Where these are embedded in a Deliverable, we grant you a perpetual, worldwide, non-exclusive, royalty-free licence to use, modify and maintain them as part of that Deliverable.

5.3AI-generated material

Copyright in material generated by an AI System is unsettled in many jurisdictions, and some AI output may not attract copyright protection at all. We assign to you whatever rights we hold in AI-generated Deliverables, but we cannot warrant that such material is protectable by copyright or that it is free of similarity to third-party material.

5.4Your material and third-party rights

You keep ownership of Client Data and of any brand, content or material you supply, and you grant us a licence to use it for the sole purpose of delivering the Services. You confirm that you hold the rights needed to do so. We keep ownership of our own name, logo and marks; neither side may use the other’s marks publicly without written consent, except that we may name you as a client only if you agree in writing.

6.1Confidentiality

Each side keeps the other’s confidential information confidential, uses it only to perform or receive the Services, and discloses it only to people who need it and are bound by equivalent duties. These obligations continue after the engagement ends. They do not apply to information that is public through no breach, already known, independently developed, or required to be disclosed by law or a competent authority.

6.2Agreements signed before data moves

6.3Security and access

• Access is least-privilege and through named accounts only.
• Credentials stay in your own accounts and vaults wherever the architecture allows.
• Our access is removed at handover or on termination.
• Work is performed in Bangladesh by people we employ or engage under equivalent confidentiality duties.
• We notify you without undue delay after becoming aware of a personal data breach affecting your data, with the facts known at that time.

6.4Return and deletion

On termination or at your written request, Client Data held for delivery is returned or deleted, subject to retention required by Bangladeshi law or by a legitimate legal-hold obligation. Backups are overwritten on their normal cycle.

7.1Acceptance and rework

A Deliverable is tested against the Acceptance Criteria in the Scope. If it fails, we correct it at no extra cost until it passes. Two rounds of revision are included for subjective work such as content and design; further rounds, or changes to the criteria themselves, are priced as a change request.

If you do not raise a written objection within ten working days of delivery, the Deliverable is treated as accepted.

7.2Warranties

• We will perform the Services with reasonable skill and care, by suitably competent people.
• Deliverables will meet the Acceptance Criteria stated in the Scope at the time of acceptance.
• A delivered AI System will meet the accuracy threshold recorded in the Scope, measured on the agreed test set.
• We have the right to enter into these terms and to grant the licences in section 5.

Except as stated above, and to the fullest extent permitted by law, all other warranties, conditions and terms implied by statute or common law are excluded.

7.3Limitation of liability

Neither side excludes liability for death or personal injury caused by negligence, for fraud, or for any liability that cannot lawfully be excluded under Bangladeshi law.

Subject to that, our total aggregate liability arising out of or in connection with an engagement, whether in contract, tort, negligence or otherwise, is limited to the fees actually paid by you for that engagement in the twelve months before the event giving rise to the claim.

Neither side is liable for indirect or consequential loss, or for loss of profit, revenue, anticipated savings, goodwill, business opportunity or data, however caused.

You remain responsible for decisions taken on the basis of AI output that was not reviewed at a Human Checkpoint, and for any use of a Deliverable outside the purpose stated in the Scope.

7.4Indemnity

You will indemnify us against claims arising from Client Data you had no right to share with us, from your use of a Deliverable outside the agreed purpose, and from any breach by you of clause 4.4.

8.1Term

These terms apply from the date you accept a Scope until the engagement is completed or terminated. Clauses on confidentiality, intellectual property, liability and governing law survive termination.

8.2Suspension

We may suspend the Services on written notice where an invoice is materially overdue, where required access or approvals have been unavailable for more than fourteen days, or where continuing would breach law or a Model Provider’s terms. Suspension does not relieve you of accrued payment obligations.

8.3Termination

• Either side may terminate for convenience on thirty days written notice; you pay for work performed and committed up to the termination date.
• Either side may terminate immediately for material breach not cured within fourteen days of written notice.
• Either side may terminate immediately on the other’s insolvency or equivalent process.
• We may terminate immediately for breach of clause 4.4 on prohibited uses.

8.4On termination

We hand over completed Deliverables for which payment has been made, transfer admin access, remove our own access, and return or delete Client Data under clause 6.4. Work in progress that has not been paid for is not transferred.

8.5Subcontracting and force majeure

We may use subcontractors and sub-processors, and remain responsible for their performance. Neither side is liable for delay or failure caused by events beyond reasonable control, including natural disaster, war, civil unrest, strikes, epidemic, government action, or failure of a Model Provider, telecommunications or power network. Prolonged force majeure beyond sixty days entitles either side to terminate the affected engagement.

9.1Governing law and disputes

These terms and any dispute arising out of them are governed by the laws of Bangladesh. A dispute is first escalated between the named contacts on each side and discussed in good faith for thirty days. If it is not resolved, it is referred to arbitration seated in Dhaka under the Arbitration Act 2001, conducted in English, unless a signed agreement with you specifies a different forum.

9.2General

• Nothing in these terms creates a partnership, joint venture, agency or employment relationship between us.
• Neither side may assign the contract without the other’s written consent, except to a successor of its business.
• If a clause is found unenforceable, the rest continues in force.
• Failure to enforce a right is not a waiver of it.
• The Scope, these terms and any signed NDA and DPA form the whole agreement for an engagement.

9.3Changes to these terms

We may update these terms and will publish the revised version on this page with a new effective date and version number. The version in force on the date you accept a Scope governs that engagement; later changes do not apply retrospectively to signed work.

9.4Contact