Terms & Conditions of Tensorplay
1. Definitions
In these Terms and Conditions:
- “Tensorplay” refers to Tensorplay Private Limited, a company incorporated in India (Door 329 A, Perumpadavom P.O, Kerala 686665).
- “Client” refers to any individual, startup, or organization that engages Tensorplay for engineering services.
- “Services” refers to AI engineering, MLOps, model deployment, consulting, and any other technical services provided by Tensorplay.
- “Deliverables” refers to code, models, documentation, architectures, reports, and any other work product produced under a client engagement.
- “Confidential Information” refers to any non-public technical, business, or proprietary information shared between the parties during an engagement.
2. Scope of Services
Tensorplay provides specialized AI engineering and consulting services. The specific scope, timeline, deliverables, and pricing for each engagement are defined in a separate Statement of Work (SOW) or Service Agreement signed by both parties. These Terms and Conditions apply to all engagements unless superseded by a specific contractual agreement.
Service Delivery
Tensorplay will deliver Services using reasonable care and professional skill. We will communicate openly about progress, blockers, and risks throughout every engagement. All timelines in Statements of Work are estimates; Tensorplay will notify Clients promptly of any material deviations.
Subcontracting
Tensorplay may engage qualified subcontractors or freelancers to deliver specific components of a project. Tensorplay remains fully responsible for the quality and delivery of any subcontracted work.
3. Intellectual Property
Client-Owned Work
Unless otherwise agreed in writing, all Deliverables produced specifically for a Client engagement — including custom model weights, application code, and documentation — become the Client’s property upon receipt of full payment.
Tensorplay IP
Tensorplay retains ownership of any pre-existing tools, frameworks, internal libraries, and methodologies used in producing Deliverables. Tensorplay grants Client a non-exclusive, perpetual license to use any such components embedded in the Deliverables.
Open-Source Components
Some Deliverables may incorporate open-source software. Tensorplay will disclose such components and their applicable licenses. Clients are responsible for complying with the terms of any open-source licenses in their deployed systems.
4. Confidentiality
Each party agrees to keep the other’s Confidential Information strictly confidential and not to disclose it to any third party without prior written consent. This obligation does not apply to information that is publicly available, independently developed, or required to be disclosed by law.
Tensorplay will not use Client’s proprietary data, codebases, or business information for any purpose other than delivering the agreed Services.
5. Data Privacy
Tensorplay handles all personal and business data in accordance with applicable data protection laws. Where an engagement requires Tensorplay to process personal data on behalf of a Client, a separate Data Processing Agreement (DPA) will be executed.
Tensorplay does not use Client data to train internal models or for any purpose outside the scope of the engagement without explicit written permission.
6. Payments & Invoicing
Payment terms are defined in each Statement of Work. Standard terms are Net-15 from invoice date unless otherwise agreed. Late payments accrue interest at 1.5% per month. Tensorplay reserves the right to pause work on engagements with outstanding invoices beyond 30 days.
7. Limitation of Liability
To the maximum extent permitted by applicable law, Tensorplay’s total liability to Client for any claims arising from an engagement shall not exceed the total fees paid by Client in the three months preceding the claim. Tensorplay shall not be liable for any indirect, incidental, or consequential damages, including loss of revenue, data, or business opportunity.
8. Warranties & Disclaimers
Tensorplay warrants that Services will be performed professionally and in accordance with the agreed specifications. Tensorplay does not warrant that AI models or systems will be error-free, achieve specific accuracy targets not agreed upon in writing, or perform identically across all environments. All AI-generated outputs should be reviewed by qualified personnel before use in critical applications.
9. Governing Law
These Terms and Conditions are governed by the laws of India. Any disputes arising under these Terms shall be subject to the exclusive jurisdiction of the courts in Kerala, India.
10. Contact
For any questions about these Terms and Conditions, please contact us at [email protected] or write to:
Tensorplay Private Limited
Door 329 A, Perumpadavom P.O
Kerala 686665, India