Terms & Conditions

TRUSTED AUTHORITY AI

TERMS & CONDITIONS OF ENGAGEMENT: - Effective Date: 1 March 2026  |  Last Updated: April 2026

Governing Law: Malta (EU) — with jurisdiction-specific provisions for Singapore · Malaysia · Vietnam · Australia · United States · APAC Region

IMPORTANT: Please read these Terms & Conditions carefully before engaging Trusted Authority AI. By signing a Statement of Work, paying an invoice, or otherwise proceeding with an engagement, you confirm that you have read, understood, and agreed to these Terms in full.

1. Definitions

In these Terms & Conditions, the following definitions apply:

•        “We”, “Us”, “Our” – Trusted Authority AI, an AI management consulting brand operated by its principal.

•        “Client”, “You”, “Your” – the business entity or individual engaging Trusted Authority AI for consulting services.

•        “Engagement” – the specific consulting project, advisory retainer, audit, workshop, or other service agreed between the parties.

•        “Statement of Work” or “SOW” – a signed document or confirmed written agreement specifying the scope, deliverables, timeline, and fees for an Engagement.

•        “Deliverables” – reports, frameworks, strategies, templates, presentations, toolkits, or other outputs produced as part of the Engagement.

•        “Confidential Information” – any non-public information disclosed by either party in connection with the Engagement, including business data, strategies, personnel information, and proprietary methodologies.

•        “Intellectual Property” or “IP” – all patents, trademarks, copyrights, trade secrets, methodologies, frameworks, tools, and know-how.

•        “Force Majeure Event” – any event beyond a party’s reasonable control, including acts of God, pandemic, war, cyberattack, regulatory action, or infrastructure failure.

2. Acceptance of Terms

These Terms & Conditions (“Terms”) govern all engagements between Trusted Authority AI and the Client. They are incorporated by reference into every Statement of Work, proposal, invoice, and agreement issued by us.

By signing a Statement of Work, making payment, providing written confirmation via email, or proceeding with services after receiving these Terms, the Client agrees to be bound by these Terms in their entirety.

Where these Terms conflict with terms in a separately executed Master Services Agreement (MSA), the MSA shall prevail to the extent of the inconsistency.

3. Services & Scope

3.1 Nature of Services

Trusted Authority AI provides AI strategy consulting, advisory, and implementation guidance services. Our service tiers include but are not limited to:

•        AI Readiness Audit – assessment of an organisation’s current AI maturity, infrastructure, and readiness

•        AI Strategy Development – development of a tailored AI roadmap and implementation strategy

•        AI Transformation Advisory – ongoing advisory support for AI adoption and change management

•        Workshops & Training – facilitated workshops, executive briefings, and team capability programs

•        Project-Specific Engagements – bespoke consulting projects as defined in the relevant SOW

3.2 Scope Changes

Any changes to agreed scope must be approved in writing by both parties via a Change Order or amended SOW. Additional scope will be quoted separately and may affect timelines and fees. We reserve the right to decline scope changes that are not commercially viable or are outside our area of expertise.

3.3 Client Responsibilities

The Client agrees to:

•        Provide timely access to relevant personnel, data, systems, and documents reasonably required for the Engagement

•        Designate a primary point of contact with decision-making authority

•        Review and provide feedback on Deliverables within agreed timeframes

•        Ensure that information provided to us is accurate and complete

•        Obtain all necessary internal approvals and third-party consents required for the Engagement

Delays caused by the Client’s failure to fulfil these responsibilities may result in timeline extensions, additional costs, or suspension of services, at our discretion.

4. Fees, Invoicing & Payment

4.1 Fees

Fees for each Engagement are specified in the relevant Statement of Work or proposal. All fees are quoted exclusive of applicable taxes (including GST, VAT, SST, or equivalent) unless stated otherwise. The Client is responsible for all applicable withholding taxes in their jurisdiction; where withholding tax applies, the Client shall gross up payments so that we receive the full quoted fee net of withholding.

4.2 Payment Terms

•        Invoices are issued in accordance with the payment schedule in the SOW.

•        Unless otherwise agreed, invoices are payable within 14 calendar days of the invoice date.

•        Retainer fees are payable monthly in advance.

•        Project-based engagements typically require a 50% deposit prior to commencement, with the balance due upon delivery of final Deliverables or as specified in the SOW.

4.3 Late Payment

Invoices unpaid after the due date attract interest at the rate of 1.5% per month (or the maximum permitted by applicable law, whichever is lower), calculated from the due date until the date of actual payment. We reserve the right to suspend services on any Engagement where invoices remain outstanding for more than 14 days beyond the due date, without liability to the Client.

4.4 Currency & Payment Methods

Unless otherwise specified in the SOW, fees are quoted in United States Dollars (USD) or Singapore Dollars (SGD). Accepted payment methods include bank transfer (wire transfer), Wise Business, or such other methods as agreed in writing. Foreign exchange risk is borne by the Client where fees are agreed in a currency other than the Client’s local currency.

4.5 Expenses

Out-of-pocket expenses (travel, accommodation, venue hire, and other approved third-party costs) incurred in connection with an Engagement will be invoiced at cost plus a 10% administration fee, unless a fixed expense allowance is agreed in the SOW. All material expenses will be pre-approved by the Client.

5. Intellectual Property

5.1 Our Pre-Existing IP

All intellectual property owned by or licensed to Trusted Authority AI prior to or independently of any Engagement (“Background IP”), including our proprietary methodologies, frameworks, toolkits, templates, and know-how, remains our exclusive property. No Engagement shall be construed as a transfer of Background IP.

5.2 Deliverables – Licence to Client

Upon receipt of full payment for an Engagement, we grant the Client a non-exclusive, non-transferable, royalty-free licence to use the Deliverables for the Client’s internal business purposes only. The Client may not:

•        Resell, sublicense, or commercially exploit the Deliverables

•        Remove or alter any proprietary notices or branding from the Deliverables

•        Use the Deliverables to develop competing products or services

5.3 Client Materials

The Client retains ownership of all data, documents, and materials provided to us during the Engagement (“Client Materials”). The Client grants us a limited licence to use Client Materials solely for the purpose of performing the Engagement.

5.4 Bespoke Work

Where an SOW expressly provides for the creation of bespoke Deliverables developed specifically and exclusively for the Client (and for which a premium is charged), ownership of those specific Deliverables may transfer to the Client upon full payment, subject to the terms of the SOW. Our Background IP embedded in such Deliverables shall be subject to a perpetual licence to the Client for use within those Deliverables only.

5.5 Portfolio & Case Study Rights

We reserve the right to reference the Client’s name and describe the general nature of the Engagement in our marketing materials, website, and portfolio, unless the Client requests confidentiality in writing. We will not disclose commercially sensitive details without prior written consent.

6. Confidentiality

Each party agrees to keep the other’s Confidential Information strictly confidential and not to disclose it to any third party without the other’s prior written consent, except:

•        To employees, contractors, or advisors who need to know the information for the purposes of the Engagement and who are bound by equivalent confidentiality obligations

•        As required by applicable law, court order, or regulatory authority

•        Where the information is or becomes publicly available other than through a breach of this clause

Confidentiality obligations survive termination of the Engagement for a period of three (3) years. Where a separate Non-Disclosure Agreement (NDA) has been executed between the parties, the NDA shall govern confidentiality and shall take precedence over this clause.

We implement appropriate technical and organisational security measures to protect the Client’s Confidential Information, consistent with industry standards and our obligations under applicable data protection law.

7. Limitation of Liability

7.1 Disclaimer of Warranties

Our services are provided on an “as is” and “as available” basis. We make no representations or warranties, express or implied, regarding the accuracy, completeness, or fitness for a particular purpose of any Deliverables. AI strategy consulting involves inherent uncertainty; results are not guaranteed.

7.2 Cap on Liability

To the maximum extent permitted by applicable law, our total aggregate liability to the Client arising out of or in connection with any Engagement (whether in contract, tort, negligence, statute, or otherwise) shall not exceed the total fees paid by the Client for the specific Engagement giving rise to the claim in the twelve (12) months preceding the event giving rise to the claim.

7.3 Excluded Loss

In no event shall we be liable for:

•        Loss of profits, revenue, business, or anticipated savings

•        Loss of data or goodwill

•        Indirect, consequential, special, or punitive damages

•        Any AI-related outcomes, decisions, or actions taken by the Client based on our Deliverables

•        Third-party technology failures or vendor platform changes

Note: Some jurisdictions do not permit the exclusion or limitation of certain categories of liability. Where mandatory consumer or business protection laws apply (e.g. Australian Consumer Law, Singapore Consumer Protection (Fair Trading) Act, or equivalent), those rights are not affected by these Terms.

7.4 Client’s Responsibility for AI Implementation

The Client acknowledges that AI implementation decisions, including the selection, deployment, and ongoing management of AI tools and platforms, remain entirely within the Client’s responsibility and control. We provide strategic advice and guidance only; we are not responsible for the operational outcomes of AI systems implemented by the Client.

8. Indemnity

The Client agrees to indemnify, defend, and hold harmless Trusted Authority AI, its principal, employees, contractors, and agents from and against any claims, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to:

•        The Client’s breach of these Terms

•        The Client’s use of Deliverables in a manner not authorised by these Terms

•        Any inaccurate, incomplete, or misleading information provided by the Client during the Engagement

•        The Client’s violation of applicable law, including data protection and AI-related regulations

9. Termination & Cancellation

9.1 Termination by Either Party

Either party may terminate an Engagement by providing 30 calendar days’ written notice to the other party, unless a different notice period is specified in the SOW.

9.2 Termination for Cause

We may terminate an Engagement immediately upon written notice if:

•        The Client fails to make payment within 14 days of a payment due date and fails to remedy the default within 7 days of written notice

•        The Client breaches these Terms or the SOW in a material way that is not remedied within 14 days of written notice

•        The Client becomes insolvent, enters administration, or is subject to similar insolvency proceedings

9.3 Consequences of Termination

Upon termination:

•        All fees for services rendered up to the date of termination become immediately payable

•        Where the Client terminates without cause, any deposit or prepaid retainer fees are non-refundable

•        Where we terminate without cause, we will refund a pro-rated portion of any prepaid fees for undelivered services

•        Each party shall promptly return or destroy the other’s Confidential Information

•        Clauses relating to IP, confidentiality, liability, indemnity, and governing law survive termination

10. Force Majeure

Neither party shall be in breach of these Terms or liable for any failure or delay in performance arising from a Force Majeure Event. The affected party must notify the other in writing as soon as practicable. If a Force Majeure Event continues for more than 60 consecutive days, either party may terminate the affected Engagement by written notice without penalty, subject to payment for services rendered up to the date of termination.

11. Ethical Standards & Regulatory Compliance

Both parties represent and warrant that they shall comply with all applicable laws, including anti-bribery and anti-corruption laws (including the UK Bribery Act 2010, the US Foreign Corrupt Practices Act, Singapore Prevention of Corruption Act, and equivalents), economic sanctions laws, and AI-related regulations applicable in their respective jurisdictions.

We do not engage in practices that involve bribery, kickbacks, or facilitation payments. The Client agrees not to request, encourage, or facilitate any such conduct.

With respect to AI services: we operate in accordance with responsible AI principles, including transparency, fairness, and accountability. We will not knowingly assist the Client in implementing AI systems that violate applicable AI ethics guidelines or regulatory requirements.

12. Jurisdiction-Specific Provisions

12.1 Singapore

Clients based in Singapore acknowledge that nothing in these Terms limits or excludes any rights they may have under the Consumer Protection (Fair Trading) Act (Cap. 52A) or the Unfair Contract Terms Act (Cap. 396), where applicable. Business-to-business engagements are not subject to these consumer protection statutes.

12.2 Malaysia

Clients in Malaysia acknowledge their obligations under the Personal Data Protection Act 2010 with respect to any personal data shared during the Engagement. Contracts are governed by the Contracts Act 1950 (Malaysia) with respect to formation and enforceability in Malaysia, without prejudice to the governing law clause in Clause 13.

12.3 Vietnam

Clients in Vietnam acknowledge Vietnam’s Law on Cybersecurity (2018), Decree 13/2023/ND-CP on Personal Data Protection, and any applicable sector-specific AI or technology regulations. Engagements in Vietnam are subject to necessary governmental approvals where required.

12.4 Australia

Clients in Australia have rights under the Australian Consumer Law (ACL) (Schedule 2 of the Competition and Consumer Act 2010). Where we supply services to a consumer (as defined under the ACL), certain statutory guarantees apply and cannot be excluded. For B2B engagements exceeding the ACL threshold, our liability may be limited at our election to resupplying the services.

12.5 United States

For Clients in the United States: these Terms do not constitute legal, financial, securities, or investment advice. No attorney-client relationship is created. California-based clients have rights under the CCPA/CPRA with respect to personal data; see our Privacy Policy. For disputes involving US Clients, we agree to attempt mediation in good faith before initiating formal legal proceedings.

12.6 Hong Kong & Other APAC Jurisdictions

For Clients in Hong Kong, the Personal Data (Privacy) Ordinance (Cap. 486) applies. For Clients in other APAC jurisdictions, applicable local data protection and commercial laws apply in addition to these Terms. Where a direct conflict exists between these Terms and mandatory local law, local law shall prevail to the extent of the conflict.

13. Governing Law & Dispute Resolution

13.1 Governing Law

These Terms and all Engagements shall be governed by and construed in accordance with the laws of Malta (as an EU Member State), without regard to conflict of law principles, subject to the jurisdiction-specific provisions in Clause 12 and any mandatory local law that cannot be contractually displaced.

13.2 Dispute Resolution

In the event of any dispute arising out of or relating to these Terms or any Engagement, the parties agree to the following escalation process:

•        Step 1 – Negotiation: The parties’ designated representatives shall meet (in person or virtually) within 14 days of written notice of a dispute to attempt to resolve the matter in good faith.

•        Step 2 – Mediation: If negotiation fails within 30 days, the parties agree to submit the dispute to mediation administered by a mutually agreed mediator. The costs of mediation shall be shared equally.

•        Step 3 – Arbitration: If mediation fails within 60 days of commencement, the dispute shall be finally resolved by binding arbitration under the Rules of the Singapore International Arbitration Centre (SIAC), with the seat of arbitration in Singapore, conducted in the English language before a sole arbitrator. The arbitral award shall be final and binding on both parties.

Notwithstanding the above, either party may seek urgent injunctive or other equitable relief from any court of competent jurisdiction to preserve rights pending the outcome of arbitration.

14. General Provisions

14.1 Entire Agreement

These Terms, together with any applicable Statement of Work, constitute the entire agreement between the parties with respect to the subject matter and supersede all prior representations, negotiations, and agreements, whether oral or written.

14.2 Amendments

We reserve the right to update these Terms from time to time. Material changes will be communicated with at least 30 days’ notice. Your continued engagement with us after the effective date of any changes constitutes acceptance. Specific SOW terms may not be varied except by written amendment signed by both parties.

14.3 Severability

If any provision of these Terms is found to be invalid, unlawful, or unenforceable, that provision shall be severed to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

14.4 Waiver

Failure by either party to enforce any provision of these Terms shall not constitute a waiver of that party’s right to enforce that provision at a later time or to enforce any other provision.

14.5 Assignment

The Client may not assign or transfer any rights or obligations under these Terms or any Engagement without our prior written consent. We may assign our rights or obligations to an affiliate, successor entity, or in connection with a business restructuring, without the Client’s consent, provided that the assignee assumes all obligations under these Terms.

14.6 Relationship of Parties

The parties are independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, agency, employment, or fiduciary relationship between the parties.

14.7 Notices

All formal notices under these Terms must be in writing and delivered by email (with read receipt or delivery confirmation) or by internationally recognised courier to the addresses specified in the relevant SOW. Notices by email are effective upon confirmed delivery.

14.8 Language

These Terms are drafted in English, which shall be the controlling language for all purposes. Any translation is provided for convenience only.

15. Contact & Enquiries

Legal & Contractual Enquiries

Trusted Authority AI

Email: [email protected]

Website: www.trustedauthorityai.com

These Terms & Conditions have been drafted to provide broad multi-jurisdictional coverage across the EU (Malta), Southeast Asia, APAC, and the United States. They should be reviewed by a qualified legal practitioner admitted in the relevant jurisdiction(s) before formal publication or reliance. Nothing herein constitutes legal advice.