Terms of Service | Tiber Lake

These Terms of Service (“Terms”) govern your use of the Tiber Lake website and, unless a separate signed agreement says otherwise, the services provided by Tiber Lake LLC. Please read them carefully. By using the Site or our services, you agree to these Terms.

1. About these Terms

These Terms are an agreement between Tiber Lake LLC, a company registered in the United Arab Emirates (“Tiber Lake”, “we”, “us” or “our”), and you. If you use the Site or our services on behalf of a company or other organisation, “you” and “Client” mean that organisation, and you confirm that you are authorised to accept these Terms on its behalf.
Our services are provided to businesses. They are not intended for personal, family or household use.
Our Privacy Policy and Acceptable Use Policy form part of these Terms.

2. Using our website

You may use our website (the “Site”) to learn about Tiber Lake and to contact us. We may change, suspend or withdraw any part of the Site at any time.
You must not: (a) use the Site in any way that is unlawful or fraudulent; (b) attempt to gain unauthorised access to the Site, the server it is hosted on or any connected system, or interfere with its operation; (c) introduce viruses or other harmful material; (d) access the Site by automated means in a way that places an unreasonable load on it; or (e) use the Site to send unsolicited communications.
Information on the Site is provided for general information only. It is not professional advice or an offer capable of acceptance, and it may change without notice. Example conversations and automations shown on the Site are illustrative.
The Site includes an AI assistant. Its replies are generated automatically and may be incomplete or inaccurate. They are general information, not advice, and nothing the assistant says forms part of an agreement with us or binds us: scope, fees and timelines are agreed only in writing, in a Statement of Work. You must not use the assistant to submit unlawful or harmful content, or try to make it act outside its purpose.

3. Our services

We provide AI chat agents, AI voice agents, software development and related services (the “Services”), as described in a proposal, statement of work, order form or similar document agreed with you in writing (each a “Statement of Work”).
Each Statement of Work sets out the scope, deliverables, timeline, fees and any specific terms of an engagement. If a Statement of Work conflicts with these Terms, the Statement of Work prevails for that engagement. If we have signed a separate master agreement with you, that agreement prevails over these Terms.
Changes to scope must be agreed in writing; email is sufficient. Changes may affect fees and timelines.
We will perform the Services with reasonable skill and care, in line with good industry practice, and will use reasonable efforts to meet agreed timelines.
We may use carefully selected subcontractors to help deliver the Services. We remain responsible for their work.

4. Your responsibilities

You will: (a) provide the information, access, decisions and feedback we reasonably need, on time; (b) make sure you have the rights and permissions needed for any content, data, systems and accounts you provide or ask us to use (“Client Materials”); (c) appoint a contact who can make decisions for you; and (d) keep account credentials secure.
You are responsible for how the AI systems we deliver are used in your business, including: (a) giving end users any notices the law requires, including that they are interacting with an AI system and, where applicable, that calls are recorded; (b) obtaining any consents required for calls, messages, recordings and data processing; and (c) complying with the laws and platform rules that apply to your business, including telemarketing, anti-spam, consumer protection and data protection laws.
You must comply with our Acceptable Use Policy.
Delays caused by missing Client Materials or late decisions may affect timelines and fees.

5. AI-specific terms

Nature of AI outputs. AI systems generate outputs probabilistically. Despite testing, safeguards and monitoring, outputs may sometimes be inaccurate, incomplete or inappropriate. You should maintain appropriate human oversight and review outputs before relying on them for decisions with legal, financial, medical, safety or similarly significant consequences.
Third-party services. The Services may rely on third-party AI models and on cloud, telephony and messaging platforms (for example, the WhatsApp Business Platform). These are provided under their own terms, which you may need to accept directly. Their availability, features, pricing and policies may change outside our control; if they do, we will work with you in good faith to adapt.
Usage costs. Unless a Statement of Work says otherwise, third-party usage costs (such as AI model usage, phone numbers and call minutes, and messaging fees) are paid by you, either directly to the provider or passed through by us at cost.
No training on your data. We will not use Client Materials, or data processed by systems we build for you, to train or fine-tune AI models for anyone other than you, and only with your agreement.
Transparency. The agents we build identify themselves as AI unless you instruct us otherwise in writing and the law allows it.

6. Fees and payment

Fees and the invoicing schedule are set out in the Statement of Work. Unless it says otherwise, invoices are payable within fourteen (14) days of the invoice date.
Fees exclude value added tax (VAT) and other applicable taxes, which you will pay in addition where they apply.
If an invoice is overdue, we may, after giving you written notice and at least seven (7) days to pay, suspend the Services until payment is received.
Unless the Statement of Work says otherwise, fees for work already performed are non-refundable.

7. Intellectual property

Our materials. We or our licensors own all intellectual property rights in the Site and its content, our brand, and the tools, frameworks, code libraries, prompts, templates, methods and know-how that we developed before or independently of the Services (“Tiber Lake Materials”).
Deliverables. Subject to full payment of the applicable fees, you own the deliverables created specifically for you under a Statement of Work (“Deliverables”), excluding Tiber Lake Materials and third-party components.
Licence to our materials. To the extent Tiber Lake Materials are incorporated into Deliverables, we grant you a non-exclusive, perpetual, worldwide, royalty-free licence to use them as part of those Deliverables for your business purposes. This licence may be transferred only together with the Deliverables.
Client Materials. You keep all rights in Client Materials and grant us a non-exclusive licence to use them only as needed to provide the Services.
Third-party and open-source components are licensed under their own terms, which we will identify on request.
AI outputs. As between you and us, outputs generated by the Deliverables in the course of your business belong to you, to the extent such rights exist under applicable law. We do not guarantee that AI outputs are protected by copyright or are unique.
Feedback. If you give us suggestions or feedback, we may use them freely and without obligation to you.
References. We will only name you as a client, or use your logo, with your prior written consent.

8. Confidentiality

Each party will keep the other’s confidential information confidential, use it only to perform or receive the Services, and share it only with its personnel and advisers who need to know it and are bound by similar obligations.
This does not apply to information that is or becomes public through no fault of the receiving party, was already lawfully known to it, is independently developed, or is lawfully received from a third party. A party may disclose confidential information where the law requires, after giving the other party notice where lawful.
These obligations continue for three (3) years after the end of the engagement and, for trade secrets, for as long as they remain trade secrets.

9. Data protection

Each party will comply with the data protection laws that apply to it, including the UAE Personal Data Protection Law (Federal Decree-Law No. 45 of 2021) and, where applicable, the EU and UK General Data Protection Regulation.
Where we process personal data on your behalf, we act as your processor and will process it only on your documented instructions under a data processing agreement, which we will provide for signature or incorporate into the Statement of Work.
Our Privacy Policy explains how we handle personal data as a controller.

10. Warranties and disclaimers

Each party warrants that it has the authority to enter into these Terms. You warrant that your Client Materials, and our use of them as you instruct, will not infringe anyone’s rights or break any law.
If a Deliverable does not materially conform to its agreed specification and you tell us within thirty (30) days of delivery, we will correct the non-conformity at no extra charge. This is your sole remedy for such non-conformity.
Except as expressly stated in these Terms or a Statement of Work, and to the fullest extent permitted by law, the Site and the Services are provided “as is”, and we exclude all other warranties, conditions and representations, whether express or implied, including as to satisfactory quality, fitness for a particular purpose, uninterrupted operation and the accuracy of AI outputs.

11. Limitation of liability

Nothing in these Terms limits or excludes any liability that cannot be limited or excluded by law, including liability for fraud, or for death or personal injury caused by negligence.
Subject to clause 11.1, neither party is liable for any indirect, incidental, special or consequential loss, or for any loss of profits, revenue, business, goodwill or data, however it arises.
Subject to clause 11.1, each party’s total liability arising out of or in connection with a Statement of Work is limited to the fees paid and payable under that Statement of Work in the twelve (12) months before the event giving rise to the claim. This limit does not apply to your obligation to pay fees or to your obligations under clause 12.
If you use the Site without a paid engagement, our total liability to you in connection with the Site is limited to five hundred UAE dirhams (AED 500).

12. Indemnity

You will indemnify us against all claims, losses and costs (including reasonable legal fees) arising from any third-party claim relating to: (a) Client Materials; (b) your use of the Deliverables or Services in breach of these Terms, the Acceptable Use Policy or applicable law; or (c) your failure to give notices or obtain consents that clause 4.2 makes your responsibility.

13. Term, suspension and termination

These Terms apply for as long as you use the Site or the Services. Each Statement of Work lasts for the term it specifies.
Either party may terminate a Statement of Work by written notice if the other party materially breaches it and does not remedy the breach within thirty (30) days of receiving written notice of it.
We may suspend the Services immediately if we reasonably believe they are being used in breach of the Acceptable Use Policy or the law, or to prevent harm. We will tell you promptly and work with you to resolve the issue.
On termination: you will pay for Services performed and costs incurred up to the termination date; each party will return or delete the other’s confidential information on request, subject to legal retention requirements; and the clauses that by their nature should survive (including clauses 7 to 12 and 15) will continue to apply.

14. Events outside our control

Neither party is liable for any delay or failure to perform caused by events beyond its reasonable control, such as natural disasters, epidemics, war, government action, power or internet outages, or failures of third-party platforms. The affected party will notify the other and use reasonable efforts to limit the impact. This clause does not excuse payment obligations.

15. Governing law and disputes

These Terms, and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims), are governed by the laws of the Emirate of Sharjah and the federal laws of the United Arab Emirates as applied in Sharjah.
The parties will first try in good faith to resolve any dispute through discussion between senior representatives for thirty (30) days.
If the dispute is not resolved in that time, the courts of the Emirate of Sharjah, United Arab Emirates, have exclusive jurisdiction.

16. General

Changes. We may update these Terms from time to time by publishing a new version on the Site. Changes do not affect Statements of Work already agreed unless both parties consent.
Entire agreement. These Terms, the documents they refer to and any Statement of Work form the entire agreement between the parties about their subject matter.
Assignment. Neither party may assign these Terms without the other’s written consent, which will not be unreasonably withheld, except to a successor in a merger, acquisition or sale of all or substantially all of its relevant business.
Independent parties. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship.
Severability. If any provision is found invalid or unenforceable, the remaining provisions stay in effect.
No waiver. A failure or delay in exercising a right is not a waiver of it.
Notices. Notices must be in writing and may be sent by email to the addresses the parties use for the engagement; for us, that is [email protected].
Language. These Terms are written in English. If they are translated, the English version prevails to the extent permitted by law.

17. Contact

Questions about these Terms? Email [email protected].