Standard Service Terms.

About These Terms

These Glacien Standard Service Terms (the “Standard Terms”) set out the general legal terms that apply to professional services engagements between Glacien Pte. Ltd. (“Glacien”) and its customers (“Customer”). These Standard Terms are incorporated by reference into each Glacien Statement of Work (each, an “SOW”).

Engagement-specific commercial terms — including the warranty period and exclusions, the limitation-of-liability cap and carve-outs, the indemnification scope, the change-request day rate, and the quote-validity period — are set out in the relevant SOW.

Where an engagement is procured through AWS Marketplace, the AWS Marketplace Customer Agreement (between the Customer and Amazon Web Services) governs the transactional and billing relationship; on those matters, the AWS Marketplace Customer Agreement prevails over these Standard Terms.

Definitions

In these Standard Terms and any SOW that incorporates them, the following capitalised terms have the meanings set out below.

Customer Warranties

The Customer warrants and undertakes that, throughout the term of any SOW:

• It has full corporate power and authority to enter into the SOW and to perform its obligations under these Standard Terms.
• Its execution and performance of the SOW does not breach any other agreement to which it is a party or any law applicable to it.
• It owns, or has all necessary rights and licences to provide to Glacien, all Customer Data and other materials it makes available to Glacien for the purpose of the Services.
• Its instructions to Glacien in connection with the Services are lawful in the jurisdictions in which the Services will be performed and will be received, and do not require Glacien to violate any applicable law, regulation, or third-party right (including the terms of service of any third-party website or platform that the Services interact with).
• Its use of the Deliverables, including any AI Output produced by the Deliverables, will comply with all applicable laws and regulations, including (where applicable) data-protection, financial-services, consumer-protection, and AI-governance regulations in the Customer’s jurisdiction and the jurisdictions in which the Customer operates.
• It will not use the Deliverables to develop, train, evaluate, or benchmark a competing product or service to Glacien’s offerings.

If the Customer breaches any of the warranties in this Section 3, the Customer indemnifies Glacien against any third-party claim arising from that breach, subject to the procedural conditions in the indemnification provisions of the relevant SOW (applied mutatis mutandis to claims by Glacien against the Customer).

Confidentiality

4.1 Obligation

Each party shall keep the other party’s Confidential Information confidential, use it only for the purpose of performing or receiving the Services, and protect it with the same degree of care it uses to protect its own Confidential Information of like importance, and in any case with no less than a reasonable standard of care.

4.2 Permitted Disclosures

The Receiving Party may disclose Confidential Information to its employees, contractors, Sub-processors, and Affiliates who have a need to know for the purpose of performing or receiving the Services, provided each such recipient is bound by confidentiality obligations no less protective than those in these Standard Terms.

4.3 Exclusions

The obligations in this Section 4 do not apply to information that the Receiving Party can demonstrate:

• Is or becomes publicly available through no breach of these Standard Terms;
• Was rightfully in the Receiving Party’s possession without confidentiality obligations before disclosure by the Disclosing Party;
• Was rightfully received from a third party without confidentiality obligations;
• Was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or
• Is required to be disclosed by law, court order, or regulatory authority, provided the Receiving Party gives the Disclosing Party prompt notice (where legally permitted) and Reasonable Cooperation in seeking a protective order.

4.4 Survival

The obligations in this Section 4 survive termination or expiry of the SOW for a period of three (3) years.

Intellectual Property

5.1 Background IP

Each party retains all right, title, and interest in and to its Background IP. Nothing in these Standard Terms or any SOW transfers ownership of Background IP.

5.2 Foreground IP

Subject to full payment of all amounts due under the relevant SOW, all right, title, and interest in and to the Foreground IP transfers to the Customer upon final payment. Glacien shall execute such documents and take such actions as are reasonably necessary to perfect such transfer.

5.3 Glacien Background IP Embedded in Deliverables

To the extent that any Glacien Background IP, accelerator, framework, library, or reusable component is embedded in or required to operate the Deliverables, Glacien grants the Customer a perpetual, non-exclusive, royalty-free, worldwide, non-transferable licence to use such Background IP solely as embedded in the Deliverables and solely for the Customer’s internal business purposes. The Customer may not separately distribute, sub-license, sell, or commercially exploit such Background IP outside the Deliverables.

5.4 Customer Data and Customer Background IP

The Customer retains all right, title, and interest in and to Customer Data and its Background IP made available to Glacien for the purpose of the Services. The Customer grants Glacien a limited, non-exclusive, royalty-free licence to use Customer Data and such Background IP solely to the extent necessary to perform the Services.

5.5 Use of Anonymised Information

Notwithstanding Section 5.4, Glacien may use Anonymised Information derived from the Services to monitor and improve its products, services, accelerators, and reusable frameworks, to develop benchmarks and metrics, and for internal research, provided that no Customer-identifying information, no Personal Data, and no Confidential Information is disclosed or made identifiable in any output, publication, or product. Glacien shall not use Customer Data, in identifiable or non-anonymised form, to train any general-purpose AI model unless expressly authorised in the relevant SOW.

5.6 Open-Source Software

Where Glacien incorporates open-source software components into the Deliverables, those components remain subject to their respective open-source licences. Glacien shall identify material open-source components in the Deliverables documentation. A Software Bill of Materials (“SBOM”) for the Deliverables will be provided to the Customer on written request.

AI Services — Disclaimers & Customer Responsibilities

The Services and Deliverables include components that use artificial intelligence and machine-learning models, including large language models and vision models (collectively, “AI Components”). The Customer acknowledges and agrees to the following provisions, which apply notwithstanding anything to the contrary in any SOW (other than where the SOW expressly modifies a specific provision in this Section 6).

6.1 Probabilistic Nature of AI Output

AI Output is probabilistic, not deterministic. The same input may produce different outputs across runs. AI Output may contain errors, omissions, hallucinations, or content that appears plausible but is factually incorrect. Glacien does not warrant that AI Output will be accurate, complete, current, free of bias, or fit for any particular purpose, beyond the specific accuracy targets (if any) expressly stated as acceptance criteria in the relevant SOW.

6.2 Customer Responsibility for Validation

The Customer is solely responsible for reviewing, validating, and verifying AI Output before relying on it for any material decision, regulated activity, financial transaction, legal advice, medical decision, or other consequential use. Glacien recommends that AI Output be subject to human review at all material decision points.

6.3 No Training on Customer Data Without Consent

Glacien does not use Customer Data in identifiable or non-anonymised form to train, fine-tune, or evaluate any general-purpose AI model. The Customer’s use of Anonymised Information for Glacien’s product improvement is governed by Section 5.5. Where an SOW expressly requires fine-tuning of a model on Customer Data, that arrangement (including ownership of the resulting model weights) is governed by the SOW.

6.4 Third-Party AI Service Providers

AI Components are typically delivered using third-party AI service providers (such as Amazon Bedrock, AWS Nova Act, or other foundation-model providers). Such third-party services are subject to their own terms, availability, and content policies. Glacien is not responsible for changes to, or outages of, third-party AI services beyond Glacien’s reasonable control.

6.5 Indemnification Carve-Out for AI Output Content

Glacien’s indemnification obligation under any SOW does not extend to claims arising from the substantive content of AI Output (for example, claims of defamation, factual inaccuracy, copyright infringement of generated text or images, regulatory violation arising from acting on AI Output, or harm to a person resulting from AI-Output-based decisions), other than claims that the underlying AI Components, in their unmodified form and used as intended, infringe valid intellectual-property rights of a third party (which are covered under the SOW indemnification on its standard terms).

6.6 Customer Compliance with AI Regulations

The Customer is responsible for ensuring that its use of the Deliverables and AI Output complies with all AI-related laws, regulations, and frameworks applicable to the Customer’s business and the jurisdictions in which the Customer operates, including (where applicable) the EU AI Act, sectoral AI guidance issued by financial-services, healthcare, or other regulators, and any AI-disclosure or labelling obligations. Glacien provides general technical assistance during the engagement but does not provide legal or regulatory advice on the Customer’s compliance obligations.

Data Protection

7.1 PDPA Compliance

To the extent Glacien processes Personal Data on behalf of the Customer, Glacien shall do so in accordance with the Singapore Personal Data Protection Act 2012 (the “PDPA”) and only as instructed by the Customer in the SOW or in writing. Where the Customer’s processing of Personal Data is also subject to other data-protection laws (for example, the EU General Data Protection Regulation (“GDPR”) or the UK Data Protection Act 2018), the SOW will identify those laws and any additional commitments required of Glacien.

7.2 Roles

The Customer is the data controller (or equivalent) of any Personal Data made available to Glacien. Glacien acts as data intermediary (or equivalent processor) and shall not use Personal Data for any purpose other than performing the Services.

7.3 Security Measures

Glacien shall implement and maintain technical and organisational security measures aligned with the controls in ISO/IEC 27001:2022 (or a substantially equivalent international information-security standard), appropriate to protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure, or access. Specific security measures applicable to a particular engagement (for example, data residency, encryption standards, AWS Outpost confinement) are documented in the relevant SOW or its companion technical design document.

7.4 Sub-processors

Glacien may engage Sub-processors (including cloud infrastructure providers, AI foundation-model providers, monitoring services, and offshore delivery centres operated by Glacien or its Affiliates) to perform the Services. Glacien shall ensure each Sub-processor is bound by data-protection obligations substantially equivalent to those in this Section 7. The Customer hereby provides general authorisation for Glacien to engage Sub-processors. Glacien maintains a current list of Sub-processors at glacien.ai/subprocessors and shall provide thirty (30) days’ notice before adding a new Sub-processor that processes Personal Data, during which the Customer may reasonably object on data-protection grounds.

7.5 Data Breach Notification

Glacien shall notify the Customer without undue delay of becoming aware of any confirmed or reasonably suspected breach of security leading to the unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data processed under the SOW (a “Data Breach”).

• Where the affected Personal Data is subject to the GDPR or another law requiring notification within seventy-two (72) hours, Glacien shall notify the Customer within seventy-two (72) hours.
• In all other cases, Glacien shall notify the Customer as soon as reasonably practicable, and in any case within five (5) business days.

Glacien shall provide Reasonable Cooperation to the Customer in investigating, mitigating, and (where required) reporting the Data Breach to the relevant authority.

7.6 Return or Deletion

On termination or expiry of the SOW, or on the Customer’s reasonable written request, Glacien shall return or securely delete all Personal Data in its possession or control, except to the extent retention is required by applicable law.

Insurance

Glacien shall maintain professional indemnity insurance and cyber liability insurance, each with coverage limits commensurate with the nature and scale of the Services and consistent with industry practice for professional services firms in Singapore. Glacien shall keep such insurance current and in force throughout the term of each SOW and the warranty period under that SOW. Evidence of cover, including a policy summary and limits of cover, is available to the Customer on written request.

Sub-contracting, Assignment & Personnel

9.1 Sub-contracting

Glacien may sub-contract any portion of the Services to qualified sub-contractors (including offshore delivery centres operated by Glacien or its Affiliates) and may engage Sub-processors as described in Section 7.4, provided that Glacien remains primarily responsible to the Customer for the performance of the Services. Glacien shall ensure each sub-contractor and Sub-processor is bound by written obligations substantially equivalent to the obligations applicable to Glacien under these Standard Terms with respect to:

1. confidentiality (Section 4);
2. intellectual property (Section 5);
3. data protection (Section 7);
4. anti-bribery and anti-corruption (Section 18); and
5. information security.

9.2 Assignment

Neither party may assign or transfer its rights or obligations under an SOW without the other party’s prior written consent, such consent not to be unreasonably withheld; except that either party may assign an SOW without consent to an Affiliate or to a successor in connection with a merger, acquisition, or sale of substantially all of its assets, on written notice to the other party. Notwithstanding the foregoing, Glacien may terminate the licences granted to Customer under Section 5.3 (Glacien Background IP) on written notice if the Customer assigns the SOW (or undergoes a change of control resulting in transfer) to a direct competitor of Glacien.

9.3 Personnel

Glacien shall use commercially reasonable efforts to maintain continuity of key personnel allocated to an engagement. Where Glacien needs to substitute personnel, replacements shall have substantially equivalent skills and experience. Glacien shall remain responsible for the conduct of all its personnel.

9.4 Non-Solicitation

During the term of an SOW and for twelve (12) months thereafter, neither party shall directly solicit for employment any personnel of the other party who has been substantively involved in the Services, except through general public job advertisements not specifically targeted at the other party’s personnel. This Section 9.4 does not prevent the hiring of any individual who applies to the other party in response to a general public advertisement without targeted solicitation.

Regulatory Cooperation

Glacien shall provide Reasonable Cooperation to the Customer in responding to lawful requests, audits, or investigations by regulatory authorities (including the Personal Data Protection Commission of Singapore, the Monetary Authority of Singapore, sector regulators, or analogous bodies in other jurisdictions) that relate to Glacien’s provision of the Services. Where such cooperation involves the production of records, attendance at meetings, or the preparation of evidence, the Customer shall reimburse Glacien’s reasonable and pre-agreed costs incurred in providing the cooperation. This Section 10 does not require Glacien to disclose information that is subject to legal professional privilege, that would breach the Standard Terms or applicable law, or that relates to other Glacien customers.

Audit

On not less than thirty (30) days’ prior written notice, the Customer may, no more than once in any twelve (12)-month period, audit Glacien’s compliance with these Standard Terms and the relevant SOW with respect to the Services provided to the Customer. Audits shall be conducted during business hours, in a manner that does not unreasonably disrupt Glacien’s operations, and by an independent third-party auditor bound by appropriate confidentiality obligations and reasonably acceptable to Glacien. The Customer bears all costs of the audit. The audit scope shall not extend to information relating to other Glacien customers, Glacien’s pricing or commercial strategies, or Glacien’s Background IP. Glacien shall provide Reasonable Cooperation to the audit.

Warranty Disclaimer

Other than the express warranties stated in the relevant SOW (including any defect warranty for a defined warranty period), the Services and Deliverables are provided “as is” and “as available.” To the maximum extent permitted by applicable law, Glacien disclaims all other warranties, conditions, and representations, whether express, implied, statutory, or otherwise, including any implied warranty or condition of merchantability, fitness for a particular purpose, satisfactory quality, accuracy, non-infringement (other than the express infringement indemnification stated in the SOW), or that the Services or Deliverables will be uninterrupted, error-free, or secure.

Without limiting the generality of the foregoing, and notwithstanding any provision of the Sale of Goods Act 1979 or any analogous statute, Glacien gives no warranty that the Services or Deliverables will achieve any specific business outcome, financial result, or productivity improvement, except as may be expressly stated as a binding commitment in the relevant SOW.

Limitation of Liability

13.1 Default Cap (Where SOW is Silent)

Where the relevant SOW does not state a specific limitation-of-liability cap, the total aggregate liability of Glacien arising out of or in connection with all claims under or in connection with that SOW and these Standard Terms, whether in contract, tort (including negligence), warranty, or otherwise, shall not exceed the greater of:

1. the total fees received by Glacien from the Customer under that SOW in the twelve (12) months preceding the event giving rise to the claim; or
2. United States Dollars Fifty Thousand (USD 50,000).

Where the SOW states a specific cap, that cap prevails.

13.2 Exclusion of Indirect Damages

Subject to Section 13.3, neither party shall be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profit, loss of revenue, loss of goodwill, loss of anticipated savings, loss of data, loss of business opportunity, or business interruption, however caused and on any theory of liability, even if advised of the possibility of such damages.

13.3 Carve-Outs (Uncapped)

The limits in Sections 13.1 and 13.2 do not apply to liability arising from:

1. gross negligence;
2. willful misconduct;
3. fraud or fraudulent misrepresentation;
4. breach of confidentiality under Section 4 to the extent caused by intentional disclosure;
5. breach of the Customer’s payment obligations; or
6. infringement of the other party’s intellectual property rights,

in each case to the extent permitted under the laws of the Republic of Singapore. The relevant SOW may identify additional engagement-specific carve-outs.

13.4 Reasonable Allocation of Risk

The parties acknowledge that the limitations and exclusions in this Section 13 are a reasonable allocation of risk between them, having regard to the fees payable under the relevant SOW, the nature of the Services, and the availability of insurance to either party. The exclusions and limitations apply even if any limited remedy is held to fail of its essential purpose.

Termination

14.1 Termination for Cause

Either party may terminate an SOW for material breach by the other party, if the breach remains uncured thirty (30) calendar days after written notice describing the breach in reasonable detail.

14.2 Termination for Convenience by the Customer

The Customer may terminate an SOW for convenience on thirty (30) calendar days’ prior written notice to Glacien. On termination by the Customer for convenience, the Customer shall pay Glacien:

1. all amounts payable for milestones completed and accepted up to the termination date;
2. the pro-rata portion of any milestone in progress, calculated on actual person-effort consumed, evidenced by Glacien’s records; and
3. a termination fee equal to fifty percent (50%) of the value of all unpaid milestones scheduled to occur after the termination date (the “Termination Fee”).

The Termination Fee compensates Glacien for resource commitments, opportunity cost, and demobilisation effort, and is not a penalty.

14.3 Termination for Convenience by Glacien

Glacien may terminate an SOW for convenience on sixty (60) calendar days’ prior written notice to the Customer. On termination by Glacien for convenience, the Customer’s payment obligations are limited to amounts payable for milestones completed and accepted up to the termination date and the pro-rata portion of any milestone in progress, calculated on actual person-effort consumed.

14.4 Termination for Insolvency

Either party may terminate an SOW immediately on written notice if the other party becomes insolvent, makes an assignment for the benefit of creditors, files for bankruptcy or analogous proceedings, or has a receiver, administrator, or liquidator appointed over its assets.

14.5 Effect of Termination

On termination of an SOW for any reason, Glacien shall hand over to the Customer all in-progress Deliverables, source code, configurations, and documentation in their then-current state within ten (10) business days of the effective date of termination, provided that Customer is not in material breach of its payment obligations. Intellectual-property transfer on termination is governed by the relevant SOW.

Force Majeure

Neither party shall be liable for any failure or delay in performance of its obligations under an SOW (other than payment obligations) caused by events beyond its reasonable control and that the affected party could not have reasonably anticipated and planned for at the Acceptance Date, including acts of God, war, terrorism, civil disturbance, pandemic, government action, embargo, fire, flood, earthquake, labour disputes affecting the wider industry, internet or telecommunications failures, sub-processor outages (including AWS regional incidents affecting Bedrock, Nova Act, Outpost, or other AWS services), or third-party policy or terms-of-service changes that materially and unforeseeably block performance (each, a “Force Majeure Event”).

The party affected by a Force Majeure Event shall notify the other party promptly, use commercially reasonable efforts to mitigate the effects, and resume performance as soon as reasonably practicable. Engagement timelines are extended commensurate with the duration of the Force Majeure Event. If a Force Majeure Event continues for more than thirty (30) consecutive days, either party may terminate the affected SOW for convenience under Section 14.2 (in which case the Termination Fee in Section 14.2 does not apply) or Section 14.3.

Payment Mechanism & Currency

Payments under each SOW are made through the procurement channel specified in that SOW. Where the SOW specifies AWS Marketplace as the procurement channel, payments are made by the Customer to AWS in accordance with the AWS Marketplace Private Offer’s scheduled disbursement, and AWS in turn disburses to Glacien. Where the SOW specifies an alternative procurement channel, payment terms are as set out in that SOW.

Unless the SOW expressly states otherwise, all amounts are stated in United States Dollars (USD).

Taxes

All amounts payable under an SOW are exclusive of any applicable taxes, duties, levies, or similar government charges (“Taxes”). The Customer is responsible for all Taxes associated with its purchase of the Services, except for Taxes based on Glacien’s net income.

Where the SOW specifies AWS Marketplace as the procurement channel, AWS handles applicable tax collection and remittance per the AWS Marketplace Terms. Where the Customer is required by applicable law to withhold tax from any payment, the Customer shall gross up the payment so that Glacien receives the full amount it would have received had no withholding been required, or shall provide Glacien with a tax certificate evidencing such withholding sufficient for Glacien to claim a credit in its jurisdiction of tax residence.

Anti-Bribery & Anti-Corruption

Each party warrants that, in connection with the Services, it shall comply with all applicable anti-bribery and anti-corruption laws and regulations, including but not limited to the Singapore Prevention of Corruption Act, and shall not, directly or indirectly, offer, promise, give, accept, or solicit any bribe, kickback, or other improper advantage.

Each party shall maintain reasonable internal policies and controls to prevent bribery and corruption. Either party may terminate the SOW for material breach of this Section 18 in accordance with Section 14.1 (which requires written notice and a thirty (30)-day cure period); except that termination may be immediate, on written notice, if the other party has admitted to, or has been the subject of a final adjudicated finding of, a breach of applicable anti-bribery or anti-corruption law in connection with the Services.

Publicity & Marketing

Glacien may identify the Customer as a customer of Glacien in marketing materials, including the use of the Customer’s name and logo for that purpose. Glacien may publish a written or video case study describing the Services delivered to the Customer with the Customer’s prior written consent (such consent not to be unreasonably withheld, conditioned, or delayed). The Customer may revoke consent to a specific case study on thirty (30) days’ written notice; Glacien shall promptly remove the case study from materials it actively distributes following such revocation. Neither party shall make a press release or public statement that quotes or attributes a statement to the other party without that other party’s prior written approval of the specific quote.

Notices

Routine notices under these Standard Terms or any SOW shall be in writing and delivered by email to the recipient party at the email address listed in the SOW Distribution List, or to such other email address as the recipient may designate by notice in writing. Routine notices are deemed received on the next business day in the recipient’s location after sending, provided the sender has not received an email-delivery failure notification.

Notices relating to material matters (including any notice of material breach under Section 14.1, termination under Sections 14.1 to 14.4, indemnification claims, anti-bribery termination under Section 18, or any claim under Section 13) (“Material Notices”) shall be delivered both:

1. by email as above; and
2. by international courier (or registered post within Singapore) to the recipient party’s registered office address.

Material Notices are deemed received on the date of delivery confirmed by the courier or postal service, or three (3) business days after dispatch, whichever is earlier.

Governing Law & Disputes

21.1 Governing Law

These Standard Terms and any SOW incorporating them are governed by and construed in accordance with the laws of the Republic of Singapore.

21.2 Pre-Dispute Escalation

Before commencing any legal or arbitral proceeding, the parties shall in good faith attempt to resolve any dispute through escalation between senior representatives of each party (at executive sponsor level or equivalent) for a period of not less than fifteen (15) business days from the date one party gives written notice of the dispute to the other.

21.3 Forum

If the dispute is not resolved through escalation under Section 21.2, the parties submit to the exclusive jurisdiction of the courts of Singapore for the resolution of the dispute. As an alternative, the parties may agree in writing in the relevant SOW to refer disputes to arbitration administered by the Singapore International Arbitration Centre (“SIAC”) under the SIAC Rules in force at the time of the dispute, by a single arbitrator, in English, seated in Singapore. Where the SOW expressly elects SIAC arbitration, that election prevails over the default court forum in this Section 21.3.

21.4 Costs

In any court proceeding or arbitration arising out of or in connection with these Standard Terms or any SOW, the substantially prevailing party shall be entitled to recover its reasonable legal and expert costs from the other party, unless the court or arbitral tribunal determines that a different costs allocation is appropriate.

General Provisions

22.1 Entire Agreement

Each SOW (together with these Standard Terms incorporated by reference and any companion documents expressly named in the SOW) constitutes the entire agreement between the parties for the engagement described in that SOW and supersedes all prior negotiations, representations, or agreements relating to the same subject matter.

22.2 Amendments

No amendment or variation of an SOW or these Standard Terms (as they apply to a specific SOW) is effective unless made in writing and signed by both parties, except that Glacien may issue updated versions of the Standard Terms for future engagements; the version in effect on the Acceptance Date of an SOW continues to apply to that SOW for its duration.

22.3 Severability

If any provision of these Standard Terms or an SOW is held to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

22.4 Waiver

No failure or delay by either party in exercising any right under these Standard Terms or an SOW operates as a waiver of that right. A waiver is effective only if in writing and signed by the party granting it, and applies only to the specific instance and purpose for which it is given.

22.5 No Third-Party Rights

A person who is not a party to an SOW has no right under the Contracts (Rights of Third Parties) Act of Singapore to enforce any provision of the SOW or these Standard Terms.

22.6 Counterparts and Electronic Signature

An SOW may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument.

22.7 Independent Contractors

The parties are independent contractors. Nothing in these Standard Terms or any SOW creates a partnership, joint venture, agency, or employment relationship between them.

22.8 Survival

The following provisions survive any termination or expiry of an SOW (and, where the context requires, of these Standard Terms in respect of engagements entered into under them) to the extent necessary to give them effect: Section 4 (Confidentiality, for the period stated in Section 4.4), Section 5 (Intellectual Property), Section 6 (AI Services Disclaimer), Section 7.6 (Return or Deletion), Section 12 (Warranty Disclaimer), Section 13 (Limitation of Liability), Section 14.5 (Effect of Termination), Section 17 (Taxes), Section 19 (Publicity, in respect of materials in active distribution at termination), Section 20 (Notices), Section 21 (Governing Law & Disputes), and this Section 22, together with any other provision that by its nature should survive.

Versioning & Updates

These Standard Terms are version-controlled. The current version and effective date are stated at the top of this page. Glacien may publish updated versions of these Standard Terms from time to time at glacien.ai/terms. Each updated version applies only to SOWs accepted on or after the version’s effective date; SOWs accepted under an earlier version continue to be governed by that earlier version for the duration of the engagement, unless the parties agree otherwise in writing.

Archive copies of superseded versions of these Standard Terms are retained by Glacien and are available to the Customer on written request.

Contact

Questions about these Standard Terms may be directed to: