Client Terms of Engagement

#1. Application and order of precedence

1.1 These Client Terms of Engagement (the "Terms") govern all services provided by TAKE OVER ALL LLC, a Wyoming limited liability company with its registered address at 30 N Gould St #40422, Sheridan, WY 82801, USA ("Take Over All", "we", "us"), to a business customer (the "Client") under a proposal, quote, order form or statement of work that refers to these Terms and has been signed or accepted in writing (including by email) by both parties (each an "SOW"). Each SOW together with these Terms forms a separate agreement (the "Agreement").

1.2 If there is a conflict, the following order of precedence applies: (a) a signed data processing agreement, as to its subject matter; (b) the SOW, but only for the specific project and only where it expressly overrides these Terms; (c) these Terms, including the Data Processing Addendum; (d) any other document. Pre-printed or standard terms on the Client's purchase orders or portals do not apply, even if accepted electronically.

1.3 These Terms are intended for business-to-business relationships. The Client confirms that it is entering into the Agreement for business purposes and not as a consumer.

#2. Definitions

• "Services" means the services described in an SOW, which may include consulting, design, software and website development, AI integration, automation, mobile development, infrastructure, hosting, maintenance, data and integration work.
• "Deliverables" means the materials created specifically for the Client and delivered under an SOW, such as source code, designs, configurations, workflows, documentation and content.
• "Pre-existing Materials" means software, code libraries, components, templates, prompts, workflows, tools, know-how and other materials owned or developed by us before or independently of an SOW, including improvements to them that are of general application.
• "Third-Party Materials" means open-source software, third-party software, APIs, AI models, cloud services, fonts, images and other materials owned by third parties.
• "Client Materials" means content, data, trademarks, credentials, systems access and other materials provided by or on behalf of the Client.
• "Confidential Information" has the meaning given in Section 9.

#3. Services

3.1 Performance. We will perform the Services in a professional and workmanlike manner, using appropriately skilled personnel, and substantially in accordance with the SOW.

3.2 Timelines. Timelines in an SOW are good-faith estimates unless expressly stated as fixed dates. Timelines are extended to the extent of any delay caused by the Client, by Third-Party Materials or by events outside our reasonable control.

3.3 Personnel and subcontractors. We decide which personnel perform the Services. We may use subcontractors, and we remain responsible for their performance under the Agreement.

3.4 Change requests. Either party may request changes to the scope of an SOW. Changes are effective only when agreed in writing (email is sufficient), including any adjustment to fees and timelines. Work outside the agreed scope is charged at the rates stated in the SOW or, if none, at our then-current rates.

#4. Client responsibilities

4.1 The Client will: (a) provide timely access to the information, Client Materials, systems, accounts and decision-makers we reasonably need; (b) review and respond to deliverables and questions within the periods stated in the SOW or, if none, within five (5) business days; (c) ensure that it has all rights, licenses and consents necessary for us to use Client Materials as contemplated by the Agreement; (d) be responsible for the accuracy of Client Materials and for its own compliance with laws applicable to its business, products and end users; and (e) maintain its own backups of its data unless backup services are included in an SOW.

4.2 Accounts in the Client's name. Unless an SOW says otherwise, domain names, app-store accounts, cloud, AI and messaging provider accounts and similar subscriptions should be held in the Client's name and paid by the Client. Where we hold an account for the Client's convenience, we will transfer it on request after all amounts due are paid.

4.3 Credentials. The Client will share credentials only through secure channels we agree on and will promptly revoke access we no longer need.

#5. Fees, invoicing and taxes

5.1 Fees. The Client will pay the fees set out in the SOW. Unless the SOW says otherwise, fees are in U.S. dollars; fixed-fee projects are invoiced in milestones; time-and-materials work and recurring services (such as hosting or maintenance) are invoiced monthly in advance or in arrears as stated in the SOW.

5.2 Payment. Invoices are due within fifteen (15) days of the invoice date unless the SOW provides otherwise. Payments must be made without set-off, in cleared funds, by the method stated on the invoice, and the Client bears its own bank and transfer charges.

5.3 Late payment. Overdue amounts bear interest at 1.5% per month or the maximum rate permitted by law, whichever is lower, from the due date until paid. If an undisputed amount remains unpaid fifteen (15) days after written notice, we may suspend the Services (including hosting, after a further written notice of at least seven (7) days) until payment is received. The Client will reimburse reasonable costs of collection.

5.4 Disputed invoices. The Client must notify us in writing of any good-faith dispute within ten (10) days of the invoice date, specifying the reasons, and pay the undisputed portion on time. The parties will work in good faith to resolve the dispute promptly.

5.5 Expenses. Pre-approved out-of-pocket expenses and third-party costs (such as licenses, hosting or API usage purchased on the Client's behalf) are reimbursable at cost unless included in the fees.

5.6 Taxes. Fees exclude all sales, use, value-added, goods and services, withholding and similar taxes. The Client is responsible for all such taxes except taxes on our net income. If the Client is required by law to withhold any tax from a payment, the Client will (a) notify us in advance, (b) cooperate with us to reduce or eliminate the withholding under any applicable tax treaty, and (c) unless the SOW provides otherwise, increase the payment so that we receive the amount we would have received without the withholding, and provide official receipts for any amounts withheld.

#6. Acceptance

6.1 Unless an SOW specifies other acceptance criteria, the Client will review each Deliverable within five (5) business days after delivery and either accept it or provide a written description of how it materially fails to conform to the SOW. We will correct material non-conformities and redeliver, and the review process will repeat for the corrected items.

6.2 A Deliverable is deemed accepted when the Client accepts it, when the review period ends without a written notice of non-conformity, or when the Client uses it in production, whichever occurs first. Minor issues that do not prevent use will be handled under the warranty in Section 13 and do not delay acceptance.

#7. Intellectual property

7.1 Deliverables. Upon our receipt of full payment of all fees due under the relevant SOW, we assign to the Client all of our right, title and interest in the Deliverables created specifically for the Client, excluding Pre-existing Materials and Third-Party Materials. Until full payment, we grant the Client a limited, non-exclusive, revocable license to use the Deliverables for evaluation and for the purposes of the project.

7.2 Source code. Unless an SOW states otherwise, we will deliver the source code of software Deliverables, and the Client may host, modify and maintain it with any provider.

7.3 Pre-existing Materials. We retain all rights in our Pre-existing Materials. To the extent Pre-existing Materials are incorporated into a Deliverable, we grant the Client, upon full payment, a perpetual, irrevocable, worldwide, non-exclusive, royalty-free license to use, copy, modify and maintain them as part of that Deliverable for the Client's business purposes. The Client may not sell, sublicense or distribute Pre-existing Materials separately from the Deliverable.

7.4 Third-Party Materials. Third-Party Materials are licensed to the Client under their own license terms (including open-source licenses), which the Client agrees to comply with. We will use reasonable efforts to avoid open-source components whose licenses would require the Client to disclose its proprietary source code, unless the Client agrees otherwise.

7.5 Client Materials. The Client retains all rights in Client Materials and grants us a non-exclusive license to use them solely to perform the Services.

7.6 Know-how. Nothing in the Agreement prevents us from using general skills, knowledge, ideas, concepts and techniques acquired in performing the Services, or from developing similar materials for others, provided that we do not use the Client's Confidential Information or deliver the Client's Deliverables to others.

7.7 Portfolio and publicity. Unless the Client objects in writing, we may identify the Client by name and logo as a client and describe the general nature of the work in our portfolio, website and proposals. We will not disclose Confidential Information, and we will remove such references within thirty (30) days of a written request.

#8. Artificial intelligence

8.1 Nature of AI output. AI features (such as chatbots, assistants, retrieval systems and AI-driven automations) produce probabilistic output that may be inaccurate, incomplete or inappropriate. We design such features using reasonable safeguards, but we do not warrant the accuracy of any specific output.

8.2 Client responsibilities. The Client is responsible for (a) deciding how AI output is used in its business; (b) human review appropriate to the risk, particularly for decisions with legal or similarly significant effects on individuals; (c) notices and disclosures to its end users required by law (for example that they are interacting with an AI system); and (d) compliance with laws and regulations applicable to its use of AI, including consumer-protection, anti-discrimination, data-protection and sector-specific rules and, where applicable, the EU AI Act.

8.3 Model providers. AI models are Third-Party Materials provided under their developers' terms and policies, which may change. We will inform the Client of the providers we intend to use for a project. Usage costs are borne by the Client unless the SOW provides otherwise.

8.4 Client data. We will not use Client data or Client Confidential Information to train or fine-tune AI models for anyone other than the Client, and we will configure third-party AI services, where the provider offers the option, so that Client data is not used to train the provider's general models.

8.5 Prohibited uses. The Client will not use AI Deliverables in breach of our Acceptable Use Policy.

#9. Confidentiality

9.1 "Confidential Information" means non-public information disclosed by one party (the "Discloser") to the other (the "Recipient") in connection with the Agreement that is marked confidential or that a reasonable person would understand to be confidential, including business plans, source code, credentials, personal data, pricing and the terms of the SOW.

9.2 The Recipient will (a) use Confidential Information only to perform or receive the Services, (b) not disclose it except to its employees, contractors and professional advisers who need to know it and are bound by confidentiality obligations at least as protective, and (c) protect it with at least reasonable care.

9.3 These obligations do not apply to information that the Recipient can show (a) is or becomes public through no fault of the Recipient, (b) was known to it without restriction before disclosure, (c) is lawfully received from a third party without restriction, or (d) is independently developed without use of the Discloser's information. The Recipient may disclose Confidential Information when required by law, after giving the Discloser prompt notice where legally permitted.

9.4 Confidentiality obligations continue for three (3) years after the end of the Agreement, and for trade secrets, credentials and personal data for as long as they remain protected by law. On request at the end of the Agreement, the Recipient will return or destroy the Discloser's Confidential Information, except for copies retained in routine backups or as required by law, which remain subject to this Section.

#10. Data protection and security

10.1 Where we process personal data on behalf of the Client, our Data Processing Addendum (the "DPA") forms part of the Agreement and governs that processing.

10.2 We maintain technical and organizational security measures appropriate to the Services, as described in the DPA. The Client is responsible for the security of systems, accounts and devices under its control and for configuring Deliverables (such as user permissions) appropriately for its use.

#11. Hosting, maintenance and support

11.1 Where an SOW includes hosting, maintenance or support, we will provide those services as described in the SOW. Unless the SOW specifies a service-level commitment, we will use commercially reasonable efforts to keep hosted systems available, excluding scheduled maintenance, emergency security work and events outside our reasonable control.

11.2 Hosted systems may depend on third-party infrastructure providers, and their availability is subject to those providers.

11.3 On termination of hosting services, we will, upon request made within thirty (30) days and subject to payment of amounts due, provide the Client with an export of its data and the source code and configuration needed to run the system elsewhere. After that period we may delete the Client's hosted data in accordance with the DPA.

#12. Non-solicitation

During the Agreement and for twelve (12) months after it ends, neither party will directly solicit for employment or engagement any employee or contractor of the other party who was materially involved in the Services, without the other party's prior written consent. General public advertisements and approaches initiated by the individual are not solicitation.

#13. Warranties and disclaimers

13.1 Mutual. Each party warrants that it has the authority to enter into the Agreement and that its performance will comply with laws applicable to it.

13.2 Defect correction. For thirty (30) days after acceptance of a software Deliverable, we will correct, at no additional charge, any reproducible defect that causes the Deliverable to fail to conform materially to the SOW, provided the Deliverable has not been modified by anyone other than us and the defect is not caused by Client Materials, Third-Party Materials, the Client's environment or misuse. This is the Client's exclusive remedy for non-conforming Deliverables.

13.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, THE SERVICES AND DELIVERABLES ARE PROVIDED WITHOUT ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT DELIVERABLES WILL BE ERROR-FREE OR UNINTERRUPTED, THAT AI OUTPUT WILL BE ACCURATE, OR THAT THE SERVICES WILL ACHIEVE ANY PARTICULAR BUSINESS RESULT.

#14. Indemnification

14.1 By us. We will defend the Client against any third-party claim alleging that a Deliverable, as delivered by us, infringes that third party's copyright or misappropriates its trade secret, and pay any damages finally awarded or agreed in settlement. This obligation does not apply to claims arising from Client Materials, Third-Party Materials, Pre-existing Materials used outside the Deliverable, modifications not made by us, combinations with items not supplied by us, or use in breach of the Agreement. If a claim is made or appears likely, we may, at our option, procure the right for the Client to continue using the Deliverable, modify it to be non-infringing, or, if neither is reasonably available, accept its return and refund the fees paid for the affected Deliverable.

14.2 By the Client. The Client will defend us against any third-party claim arising from (a) Client Materials, (b) the Client's or its end users' use of the Deliverables or AI output, including in breach of law or of our Acceptable Use Policy, or (c) the Client's products and services, and pay any damages finally awarded or agreed in settlement.

14.3 Procedure. The indemnified party must promptly notify the indemnifying party of the claim, give it sole control of the defense and settlement (provided that no settlement imposing obligations on the indemnified party may be made without its consent, not unreasonably withheld), and provide reasonable cooperation at the indemnifying party's expense. This Section 14 states each party's entire liability and exclusive remedy for third-party claims of the kind described.

#15. Limitation of liability

15.1 EXCLUSION OF INDIRECT DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, ANTICIPATED SAVINGS OR DATA (EXCEPT THE COST OF RESTORING DATA FROM BACKUPS WHERE WE ARE RESPONSIBLE FOR BACKUPS), HOWEVER CAUSED, EVEN IF ADVISED OF THE POSSIBILITY.

15.2 CAP. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO AN AGREEMENT WILL NOT EXCEED THE FEES PAID AND PAYABLE BY THE CLIENT UNDER THE SOW GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

15.3 Exceptions. Sections 15.1 and 15.2 do not limit (a) the Client's obligation to pay fees, (b) liability for fraud, gross negligence or willful misconduct, (c) liability for breach of Section 9 (Confidentiality) other than in connection with personal data, which is subject to the DPA, (d) indemnification obligations under Section 14, which are capped at two (2) times the amount in Section 15.2, or (e) any liability that cannot be limited under applicable law.

15.4 The parties agree that these limitations reflect an allocation of risk on which the fees are based and form an essential basis of the bargain.

#16. Term and termination

16.1 Term. Each Agreement starts when the SOW is signed or accepted and continues until the Services are completed or the Agreement is terminated. These Terms continue to apply to each SOW for its duration.

16.2 For convenience. Either party may terminate an SOW for convenience on thirty (30) days' written notice, unless the SOW states a minimum term or provides otherwise.

16.3 For cause. Either party may terminate an SOW immediately by written notice if the other party (a) materially breaches the Agreement and fails to cure within fifteen (15) days after written notice describing the breach, or (b) becomes insolvent, makes a general assignment for the benefit of creditors or becomes subject to bankruptcy or similar proceedings.

16.4 Effect. On termination: (a) the Client will pay for all Services performed and expenses incurred up to the effective date of termination, and for any non-cancellable commitments made for the Client; (b) upon payment, we will deliver to the Client all Deliverables and work in progress for which the Client has paid, and Section 7.1 will apply to them; and (c) Section 11.3 applies to hosted systems. Sections 5, 7, 9, 12 through 15, 16.4 and 17 through 20 survive termination.

#17. Independent contractors

The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, fiduciary or employment relationship, and neither party may bind the other.

#18. Compliance

18.1 Anti-corruption. Each party will comply with applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, and will not offer or accept any improper payment or advantage in connection with the Agreement.

18.2 Export and sanctions. Each party will comply with applicable export control and economic sanctions laws. The Client represents that it is not a sanctioned person and will not use the Deliverables or Services for the benefit of sanctioned persons or territories.

#19. Dispute resolution and governing law

19.1 Governing law. The Agreement is governed by the laws of the State of Wyoming, United States, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

19.2 Negotiation. The parties will first attempt in good faith to resolve any dispute arising out of or relating to the Agreement through discussions between senior representatives for thirty (30) days after written notice of the dispute.

19.3 Arbitration. Any dispute not resolved under Section 19.2 will be finally resolved by binding arbitration administered by the International Centre for Dispute Resolution (ICDR) of the American Arbitration Association under its International Arbitration Rules or, if both parties are located in the United States, by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will be conducted by a single arbitrator, in English, with its legal seat in Sheridan, Wyoming, United States; hearings may be held by video conference. The award will be final and binding and may be entered and enforced in any court of competent jurisdiction, including under the 1958 New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards.

19.4 Exceptions. Either party may seek interim or injunctive relief from any court of competent jurisdiction to protect its intellectual property or Confidential Information, or to prevent irreparable harm, and we may bring an action in any court of competent jurisdiction to collect undisputed overdue fees.

19.5 Confidential proceedings. The arbitration and its outcome are Confidential Information of both parties, except as needed to enforce the award or as required by law.

#20. General

20.1 Notices. Notices under the Agreement must be in writing and sent by email to the addresses designated in the SOW (for us, support@takeoverall.com), with a copy by courier or registered mail for notices of breach, termination or a dispute to the party's address stated in the SOW (for us, our registered address). Notices are effective on receipt.

20.2 Electronic signatures. SOWs and amendments may be signed electronically and in counterparts, and acceptance by email from an authorized representative is binding, in accordance with the U.S. E-SIGN Act and other applicable law.

20.3 Entire agreement and amendment. The Agreement is the entire agreement between the parties about its subject matter and supersedes prior proposals and understandings. Amendments must be in writing and agreed by both parties.

20.4 Assignment. Neither party may assign the Agreement without the other's prior written consent, not unreasonably withheld, except that either party may assign it to a successor in a merger, acquisition or sale of substantially all of its relevant assets on written notice.

20.5 Force majeure. Neither party is liable for failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, epidemics, governmental action, failures of public networks or third-party infrastructure, and labor disputes not involving its own personnel. If such an event continues for more than sixty (60) days, either party may terminate the affected SOW on written notice.

20.6 Updates to these Terms. We may update these Terms from time to time. The version in effect when an SOW is signed or accepted applies to that SOW unless the parties agree otherwise in writing.

20.7 Miscellaneous. If any provision is held unenforceable, it will be enforced to the maximum extent permissible and the remainder will continue in effect. A failure to enforce a provision is not a waiver. There are no third-party beneficiaries. The Agreement is written in English; any translation is for convenience only and the English version prevails. Headings are for convenience only, and "including" means "including without limitation".