These Client Terms of Engagement ("Terms") govern every engagement between Anaboo AI Pte. Ltd. ("Anaboo", "we", "us") and you, the client ("you", "Client"). By signing a Proposal or Statement of Work (SOW), or by using our services, you agree to these Terms. These Terms apply together with our Privacy Policy and Website Terms of Use. In the event of a conflict, the SOW takes precedence for that specific project.
1. Who We Are and What We Do
Anaboo provides AI strategy consulting, implementation, team training, and process automation services to businesses across Singapore, Australia, the United Kingdom, and internationally. Our services are delivered through the Anaboo AIOS (AI Operating System) Framework and are tailored to each client's specific needs.
We are consultants, not software vendors. We design, implement, and guide; we do not manufacture or license proprietary software unless specifically agreed in writing in a SOW.
Our team includes both in-house staff and approved subcontractors and remote team members operating across multiple time zones. Where subcontractors are involved in your project, we remain fully accountable for the quality and delivery of the work.
2. How an Engagement Starts
Every project begins with a written Proposal or Statement of Work (SOW), which sets out:
- The specific services we will deliver
- Timelines, milestones, and key deliverables
- Fees, payment schedule, and currency
- Any assumptions or client dependencies that must be met
No work commences until a SOW has been agreed in writing (including by email confirmation). Verbal commitments are not binding on either party.
Where no SOW is provided or executed, these Client Terms of Engagement apply in full as the governing agreement for the engagement. Where a SOW exists but does not address a particular matter, these Terms fill that gap and govern accordingly. A SOW prevails over these Terms only to the extent of any express inconsistency, and only for the specific engagement to which that SOW relates.
3. Your Obligations as a Client
For us to deliver our best work, you agree to:
- Provide accurate, complete, and timely information, materials, and system access as reasonably required
- Nominate a key decision-making contact who is available throughout the engagement
- Make your team available for agreed onboarding sessions, training workshops, and feedback reviews
- Notify us promptly if your business circumstances, priorities, or requirements change
If your delays or non-compliance cause our timelines to slip, Anaboo reserves the right to reschedule work and may charge for any reasonable additional costs directly resulting from such delays.
4. Fees and Payment
4.1 Fees are set out in your SOW. All fees will be denominated in the currency specified in the SOW (SGD, AUD, or GBP). Fees are exclusive of applicable taxes, including GST (Singapore), GST (Australia), or VAT (United Kingdom), which will be added where legally required.
4.2 Payment terms, milestones, and schedules are agreed in each SOW and may include upfront deposits, milestone payments, or monthly retainers depending on the nature of the engagement.
4.3 Invoices not paid by the due date specified in the SOW will attract interest at 1.5% per month (or part thereof) on the outstanding balance, compounding monthly.
4.4 If an invoice remains unpaid for more than 14 days after the due date, Anaboo may suspend work with 7 days' written notice. We are not liable for any losses arising from a suspension caused by your non-payment.
4.5 All third-party costs (including software licences, API fees, or platform subscriptions) required for your project will be disclosed in the SOW and are payable by you, either directly or via reimbursement to Anaboo.
5. Cancellations and Termination
5.1 If you cancel a project after work has commenced, you remain liable for all fees for work completed to the date of cancellation and any third-party costs already committed on your behalf.
5.2 Deposits and upfront retainers are non-refundable once work has commenced, unless Anaboo cancels the engagement without cause.
5.3 Either party may terminate an engagement by giving 30 days' written notice. Anaboo may terminate immediately, without notice, if you:
- Materially breach these Terms and fail to remedy the breach within 14 days of written notice from us;
- Become insolvent, enter administration, or are subject to a winding-up order; or
- Engage in fraudulent, dishonest, or illegal conduct in connection with the engagement.
5.4 On termination, all outstanding fees for work performed become immediately due and payable. We will return or securely delete your data within 30 days of termination, as agreed between the parties, unless we are required by law to retain it.
6. Intellectual Property
6.1 Your IP stays yours. Any data, content, materials, or pre-existing intellectual property you share with us remain your property at all times. We use your materials solely to deliver your project.
6.2 Our IP stays ours. Anaboo's methodologies, frameworks (including the Anaboo AIOS Framework), templates, prompt libraries, tools, and proprietary systems remain our intellectual property at all times and are not transferred to you under any circumstances.
6.3 Licence to you. On receipt of full payment, Anaboo grants you a non-exclusive, non-transferable, royalty-free licence to use the specific deliverables created for your project (e.g. custom workflows, documented processes, trained prompt sets) for your internal business purposes. This licence does not extend to Anaboo's underlying frameworks or tools, which remain our property.
6.4 Restrictions. You must not resell, sublicense, reverse-engineer, or commercialise any Anaboo framework, methodology, template, or proprietary tool without our prior written consent.
6.5 Portfolio rights. Anaboo may reference the nature of our engagement with you (without disclosing confidential details) for marketing and portfolio purposes, unless you request otherwise in writing.
7. Confidentiality
7.1 Each party agrees to keep the other's confidential information private and not to disclose it to any third party without prior written consent, except to employees, contractors, or advisers who need to know it for the purposes of the engagement and who are bound by equivalent confidentiality obligations.
7.2 Confidential information does not include information that: (a) is or becomes publicly known through no fault of the receiving party; (b) was already known to the receiving party before the engagement; (c) is independently developed without reference to the disclosing party's information; or (d) must be disclosed by law or court order (with prompt prior notice given where legally permitted).
7.3 These confidentiality obligations continue for 2 years after the end of the relevant engagement.
8. Data and Privacy
8.1 We handle personal data in accordance with our Privacy Policy at www.anaboo.ai/privacy and applicable data protection laws, including Singapore's Personal Data Protection Act (PDPA), Australia's Privacy Act 1988, and where applicable, the UK GDPR.
8.2 You are responsible for ensuring you have the right to share any data, including personal data, that you provide to us. You warrant that sharing such data with Anaboo does not breach any applicable law or third-party obligation.
8.3 We will not use your data for any purpose outside the scope of your project, and we will not sell or share your data with third parties without your consent, except as required by law.
8.4 Both parties agree to cooperate in good faith to comply with any applicable data protection laws, including executing a Data Processing Agreement where required.
9. AI-Specific Terms
9.1 AI outputs are not guaranteed. AI-generated outputs can be imperfect, biased, or incorrect. We design AI systems with care, but we do not warrant that any AI system will be error-free. You are responsible for reviewing AI outputs before relying on them for business decisions.
9.2 Human oversight. Consistent with our Human-Enabled AI philosophy, we strongly recommend, and where agreed will implement, human review checkpoints for any AI output affecting significant business, financial, legal, or operational decisions.
9.3 Third-party platforms. Where your project uses third-party AI platforms (such as OpenAI, Google, Microsoft, or Anthropic), their own terms of service and data policies also apply. We will notify you of any material third-party platforms used in your project and flag any relevant restrictions.
9.4 Prompt drift. AI system performance may degrade over time without regular review and maintenance (known as "prompt drift"). Ongoing maintenance services are available separately. Anaboo is not liable for performance degradation where a maintenance arrangement is not in place.
9.5 Regulatory compliance. AI regulations vary by jurisdiction and are evolving rapidly. While we will flag material compliance considerations we are aware of, Anaboo is not a legal or regulatory adviser. You are responsible for ensuring your use of AI complies with applicable laws in your jurisdiction.
10. Limitation of Liability
10.1 To the fullest extent permitted by applicable law, Anaboo's total aggregate liability to you for any and all claims arising from or in connection with an engagement is limited to the total fees paid by you to Anaboo in the 3 months immediately preceding the event giving rise to the claim.
10.2 Anaboo is not liable for any indirect, consequential, incidental, special, or punitive losses, including:
- Lost profits or revenue
- Loss of business opportunity
- Damage to reputation
- Third-party claims
- Loss of data, except to the extent such loss is directly caused by our gross negligence or wilful misconduct
10.3 Nothing in these Terms limits or excludes liability for: (a) fraud or fraudulent misrepresentation; (b) death or personal injury caused by negligence; or (c) any other liability that cannot be lawfully excluded or limited under Singapore law.
10.4 You acknowledge that AI implementation outcomes depend heavily on your data quality, team engagement, and business context, and that Anaboo's liability limitations reflect this shared responsibility.
11. Warranties and Disclaimers
11.1 Anaboo warrants that its services will be delivered with reasonable skill, care, and diligence, and that it holds the rights necessary to perform the services as described in each SOW.
11.2 Anaboo does not warrant that AI implementation will achieve specific business outcomes, revenue targets, cost savings, or productivity gains. Results depend on factors outside our control, including your team's adoption and the quality of your data and existing processes.
11.3 Anaboo is not a legal, financial, tax, or regulatory adviser. Nothing in our deliverables or advice constitutes legal, financial, or regulatory advice. You should seek independent professional advice for decisions with legal or financial implications.
12. Non-Solicitation
12.1 During the term of any engagement and for 12 months after its conclusion, you agree not to directly solicit, recruit, or hire any Anaboo employee, contractor, or subcontractor who was involved in your project, without our prior written consent.
12.2 During the same period, Anaboo agrees not to directly solicit or recruit any employee of yours who was a key contact or participant in the engagement, without your prior written consent.
12.3 This clause does not prevent either party from hiring someone who responds to a general public job advertisement not specifically targeted at the other party's staff.
13. Governing Law and Dispute Resolution
13.1 These Terms and any engagement governed by them are subject to the laws of the Republic of Singapore.
13.2 If a dispute arises, both parties agree to first attempt resolution through good-faith negotiation. A party must give the other written notice of the dispute, after which both parties have 30 days to resolve it informally.
13.3 If the dispute is not resolved within 30 days, either party may refer it to binding arbitration under the rules of the Singapore International Arbitration Centre (SIAC). The seat of arbitration will be Singapore. The arbitration will be conducted in English. The decision of the arbitrator will be final and binding on both parties.
14. Subcontractors and Remote Teams
14.1 Anaboo may engage approved subcontractors and remote team members to assist in delivering your project. We are transparent about this and you acknowledge that our delivery model includes distributed teams operating across multiple time zones.
14.2 Anaboo remains fully responsible for the quality, confidentiality, and conduct of all subcontractors and remote team members engaged on your project. We bind all such persons to confidentiality and data protection obligations no less stringent than those in these Terms.
14.3 We will not disclose the identity of specific subcontractors without their consent, but we will tell you if subcontractors are involved in your project on request.
15. General Provisions
Entire Agreement. These Client Terms of Engagement, together with any applicable SOW, our Privacy Policy, and our Website Terms of Use, constitute the entire agreement between the parties. Where no SOW is in place, these Terms govern the engagement in full. Where a SOW exists, it prevails over these Terms only to the extent of any express inconsistency. These Terms supersede all prior discussions, representations, or agreements relating to the subject matter.
Amendments. Anaboo may update these Terms periodically. We will give you at least 30 days' written notice of any material changes. Continued use of our services after that period constitutes acceptance of the updated Terms.
No Waiver. Failure by either party to enforce any right under these Terms does not constitute a waiver of that right.
Severability. If any provision of these Terms is found to be unenforceable, the remaining provisions continue in full force and effect.
Force Majeure. Neither party is in breach of these Terms for any failure or delay caused by circumstances beyond their reasonable control, including natural disasters, pandemics, government action, or internet outages, provided they give prompt written notice and use reasonable efforts to resume performance.
Notices. All formal notices under these Terms must be in writing and delivered by email to the contact addresses specified in the SOW, or to legal@anaboo.ai for Anaboo.
Relationship of Parties. Anaboo is an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, employment, or franchise relationship between the parties.
These Terms should be read together with:
- Privacy Policy: www.anaboo.ai/privacy
- Website Terms of Use: www.anaboo.ai/terms
For questions about these Terms, contact us at legal@anaboo.ai.