Terms of Service

The Platform accepts Submissions from prospective clients and applies an AI-powered analysis pipeline to assess feasibility, identify regulatory compliance requirements, and estimate implementation costs. The analysis is performed automatically and involves no human review until the proposal is presented to a Vizhn AI administrator for approval.

Submission of a problem statement does not constitute a binding contract or guarantee of service delivery. It initiates an evaluation process only.

Proposals generated by the Platform are AI-generated documents based on the information provided in your Submission. While Vizhn AI applies quality controls and human review before sharing proposals with Clients, proposals are indicative in nature and are subject to refinement during the formal Statement of Work process.

Vizhn AI does not warrant that any Proposal will be technically feasible, commercially viable, or fit for the Client's specific purpose without further scoping and validation. Clients are strongly advised to review Proposals with qualified technical and legal advisors before proceeding.

Indicative quotes generated through the Platform are estimates based on the information available at the time of generation. They do not constitute a fixed-price offer unless explicitly confirmed in a signed Statement of Work. Pricing is subject to change following detailed discovery and scoping.

All indicative quotes are valid for the period stated on the face of the quote (typically 30 days) from the date of issue.

The Platform supports digital acceptance of indicative quotes. Electronic acceptance constitutes a valid and legally binding signature under the eIDAS Regulation (EU) No. 910/2014, Article 25, and is admissible as evidence in legal proceedings across all EU member states. An audit trail including the signer's name, email address, IP address, timestamp, and browser information is retained as evidence of acceptance.

All prices on the Platform are quoted in United States Dollars (USD) unless otherwise stated in writing. Vizhn AI does not guarantee any particular exchange rate and is not responsible for currency conversion costs incurred by the Client.

Prices are exclusive of Value Added Tax (VAT) unless otherwise stated. For EU-based Clients, VAT is applied at the rate applicable in the Client's EU member state of establishment. For B2B transactions where the Client is VAT-registered in an EU member state, the reverse charge mechanism applies under the EU VAT Directive (2006/112/EC), and the Client is responsible for accounting for VAT in their own jurisdiction. Non-EU Clients are exempt from EU VAT. Where VAT applies, it is calculated on the USD invoice value converted at the European Central Bank reference rate on the invoice date.

Unless otherwise specified in a Statement of Work, invoices are payable within 30 days of the invoice date. Vizhn AI typically requires a deposit of 30–50% of the total engagement value upon signing of the Statement of Work, with the balance due upon delivery of the Prototype or as otherwise agreed.

Late payments will accrue interest at the rate prescribed under EU Directive 2011/7/EU on combating late payment in commercial transactions, currently 8% per annum above the European Central Bank reference rate. Vizhn AI reserves the right to suspend access to the Platform and any ongoing Services in the event of overdue invoices.

Where the Client subscribes to ongoing AI agent operation services following initial prototype delivery, usage is metered in AI Agent Credits (AAC). Credit consumption rates, tier limits, and overage charges are as set out in the applicable Service Schedule or Statement of Work. Unused credits do not roll over between billing periods unless expressly agreed in writing.

Vizhn AI retains all rights, title, and interest in and to its Background IP, including the Employee X framework, underlying AI models, training data, platform infrastructure, and all pre-existing methodologies. Nothing in these Terms or any Statement of Work transfers any rights in Background IP to the Client.

Subject to receipt of full payment of all fees due, Vizhn AI assigns to the Client all intellectual property rights in the Deliverables that are specific to the Client's implementation. This assignment excludes any Background IP incorporated into the Deliverables, for which the Client is granted a non-exclusive, non-transferable, royalty-free licence to use solely in connection with the Deliverables.

The Prototype developed during the initial engagement phase remains the intellectual property of Vizhn AI until full payment of the agreed Prototype fee has been received. Upon full payment, ownership transfers to the Client in accordance with clause 5.2.

Vizhn AI is granted a non-exclusive, perpetual, royalty-free licence to use anonymised, aggregated, non-personally-identifiable learnings derived from the Client's engagement to improve the Employee X platform and its underlying models. No Client-identifiable data will be used for this purpose without express written consent.

The Client retains all rights in data, content, and materials provided to Vizhn AI as part of a Submission or engagement. The Client grants Vizhn AI a limited licence to process such data solely for the purpose of providing the Services.

Each party agrees to keep confidential all non-public information received from the other party ("Confidential Information") and to use it only for the purposes of the engagement. Each party shall protect the other's Confidential Information with at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care.

This obligation does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided that the receiving party gives prompt written notice to the disclosing party where legally permissible.

Where Vizhn AI processes personal data on behalf of the Client in the course of providing the Services, Vizhn AI acts as a Data Processor and the Client acts as the Data Controller, as those terms are defined in the General Data Protection Regulation (EU) 2016/679 ("GDPR"). The parties shall enter into a separate Data Processing Agreement ("DPA") incorporating the EU Standard Contractual Clauses (Commission Implementing Decision 2021/914) as the legal basis for any transfers of personal data outside the European Economic Area.

All personal data and Client data processed by the Platform is stored and processed within the European Economic Area (EEA) on Microsoft Azure EU region infrastructure. Vizhn AI has implemented the Microsoft Azure Data Processing Addendum as a sub-processor safeguard. No personal data is transferred outside the EEA without appropriate safeguards in place.

Submission data and associated AI analysis outputs are retained for the duration of the engagement and for a period of up to 36 months thereafter for audit and compliance purposes, unless a shorter retention period is agreed in the DPA or required by applicable law. Clients may request deletion of their data in accordance with GDPR Article 17 (right to erasure), subject to any overriding legal obligations.

Clients and their employees whose personal data is processed through the Platform have the right to access, rectify, erase, restrict processing of, and port their personal data, as provided under GDPR Articles 15–20. Requests should be directed to Vizhn AI's data protection contact. Clients have the right to lodge a complaint with the data protection supervisory authority in their EU member state under GDPR Article 77.

Vizhn AI discloses that the Employee X platform is an AI-powered system. Proposals, cost estimates, and other outputs generated by the Platform are produced by artificial intelligence and are subject to automated decision-making processes. This disclosure is made in accordance with Article 50 of the EU AI Act (EU) 2024/1689.

All AI-generated Proposals are reviewed and approved by a qualified Vizhn AI administrator before being shared with Clients. Clients are strongly advised to apply independent professional judgment and, where appropriate, seek qualified technical, legal, or regulatory advice before acting on any AI-generated output.

AI agents developed through the Employee X platform must not be deployed to make final, unreviewed decisions in high-stakes domains including medical diagnosis, legal determinations, credit scoring, employment decisions, or law enforcement actions, without meaningful human oversight. This requirement is consistent with Article 14 of the EU AI Act (EU) 2024/1689.

Where the Client deploys an AI agent developed through the Platform in a customer-facing context, the Client is responsible for disclosing to their end users that they are interacting with an AI system, in accordance with Article 50 of the EU AI Act (EU) 2024/1689.

Vizhn AI warrants that: (a) the Services will be performed with reasonable skill and care in accordance with applicable EU law and generally accepted professional standards; (b) it has the right to grant the licences and assignments set out in these Terms; and (c) the Platform will be operated in material compliance with applicable data protection law.

Except as expressly stated in clause 8.1, the Platform and all Services are provided "as is" and "as available". Vizhn AI does not warrant that the Platform will be uninterrupted, error-free, or free from security vulnerabilities, or that AI-generated outputs will be accurate, complete, or fit for any particular purpose. The Client assumes sole responsibility for evaluating the suitability of any AI-generated output for its intended use.

To the maximum extent permitted by applicable EU law, Vizhn AI's total aggregate liability to the Client under or in connection with these Terms and any Statement of Work, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid by the Client to Vizhn AI in the twelve (12) months immediately preceding the event giving rise to the claim.

Neither party shall be liable to the other for any indirect, consequential, incidental, special, or punitive damages, or for loss of profits, loss of revenue, loss of data, loss of goodwill, or business interruption, arising out of or in connection with these Terms, even if advised of the possibility of such damages. Nothing in this clause limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by applicable EU law.

Either party may terminate an engagement governed by a Statement of Work on 30 days' written notice to the other party. Termination of a Statement of Work does not affect the Client's obligation to pay for all Services rendered up to the effective date of termination.

Either party may terminate a Statement of Work immediately on written notice if the other party: (a) commits a material breach of these Terms or the Statement of Work and fails to remedy that breach within 14 days of written notice; (b) becomes insolvent, enters administration, or is subject to winding-up proceedings; or (c) engages in conduct that, in the reasonable opinion of the terminating party, brings or is likely to bring the terminating party into disrepute.

Upon termination: (a) all licences granted under these Terms cease immediately; (b) each party shall return or destroy the other's Confidential Information; (c) the Client shall pay all outstanding fees within 14 days; and (d) clauses 5 (Intellectual Property), 6 (Confidentiality and Data Protection), 8 (Warranties and Limitation of Liability), and 11 (Governing Law) shall survive termination.

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes) shall be governed by and construed in accordance with the laws of Vizhn AI's country of incorporation, together with the mandatory provisions of European Union law, including the GDPR (EU) 2016/679, the EU AI Act (EU) 2024/1689, and the eIDAS Regulation (EU) 910/2014.

Before commencing formal legal proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiation for a period of not less than 30 days from the date on which one party notifies the other of the dispute in writing.

If the dispute is not resolved through negotiation, it shall be submitted to the exclusive jurisdiction of the courts of Vizhn AI's country of incorporation. Notwithstanding the foregoing, EU-based Clients retain the right to bring proceedings before the courts of their EU member state of habitual residence for consumer protection matters. Clients also have the right to lodge a complaint with the data protection supervisory authority in their EU member state under GDPR Article 77.

These Terms, together with any applicable Statement of Work, Data Processing Agreement, and Service Schedule, constitute the entire agreement between the parties relating to the subject matter hereof and supersede all prior discussions, representations, negotiations, and agreements, whether oral or written.

Vizhn AI reserves the right to amend these Terms at any time. Where amendments materially affect the Client's rights or obligations, Vizhn AI will provide at least 30 days' written notice before the amendments take effect. Continued use of the Platform after the effective date of any amendment constitutes acceptance of the revised Terms.

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions shall continue in full force and effect.

No failure or delay by either party in exercising any right or remedy under these Terms shall constitute a waiver of that right or remedy. A waiver of any breach shall not be construed as a waiver of any subsequent breach.

The Client may not assign or transfer any rights or obligations under these Terms without Vizhn AI's prior written consent. Vizhn AI may assign these Terms or any rights hereunder to an affiliate or successor entity without the Client's consent, provided that the assignee assumes all obligations under these Terms.

All notices under these Terms shall be in writing and delivered by email to the contact addresses provided during the engagement. Notices are deemed received on the next business day after sending, provided no delivery failure notification is received.

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship between the parties.