Terms & Conditions

1. Definitions

In these Terms and Conditions:

• "Service" or "Services" refers to the AI integration consulting, implementation, and partnership services provided by Noctive
• "User", "You", or "Client" refers to the individual or organization accessing our website or engaging our services
• "We", "Us", "Our", or "Noctive" refers to Noctive, operating from Singapore
• "Content" refers to all material on our website including text, images, and documentation
• "Agreement" refers to these Terms and Conditions together with any service-specific agreements

2. Acceptance of Terms

By accessing our website or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions. If you do not agree with any part of these terms, you should not use our website or services.

You represent that you are at least 18 years of age and have the legal capacity to enter into this agreement. If you are accepting these terms on behalf of an organization, you represent that you have the authority to bind that organization to these terms.

3. Service Description

Noctive provides AI integration consulting services, including but not limited to:

• Thoughtful Assessment of organizational AI readiness and opportunities
• Considered Implementation of AI capabilities and systems
• Reflective Partnership for ongoing AI development support
• Related consulting and advisory services

The specific scope, deliverables, timeline, and fees for each engagement will be defined in a separate service agreement or proposal.

Services are provided primarily to organizations based in Singapore, though we may serve clients in other jurisdictions by agreement.

4. User Responsibilities

4.1 Acceptable Use

You agree to use our website and services in a lawful manner, respecting applicable laws and regulations. You will not:

• Use our services for any unlawful purpose or to solicit unlawful activity
• Attempt to gain unauthorized access to our systems or networks
• Transmit viruses, malware, or other malicious code
• Interfere with or disrupt our services or servers
• Impersonate another person or entity
• Collect or harvest information about other users without consent

4.2 Information Accuracy

You agree to provide accurate, current, and complete information when engaging our services or communicating with us. You will promptly update any information that changes.

4.3 Cooperation

Effective service delivery requires your cooperation, including timely provision of requested information, access to relevant systems and stakeholders, and participation in consultation sessions as outlined in service agreements.

5. Intellectual Property

5.1 Our Content

All content on our website, including text, graphics, logos, images, and software, is the property of Noctive or our licensors and is protected by Singapore and international intellectual property laws. You may not reproduce, distribute, modify, or create derivative works from our content without explicit written permission.

5.2 Limited License

We grant you a limited, non-exclusive, non-transferable license to access and use our website for its intended purpose. This license does not include any right to download, copy, or modify our content for commercial purposes.

5.3 Service Deliverables

Ownership of work products created during service engagements will be specified in individual service agreements. Generally, upon full payment, clients receive appropriate rights to use deliverables for their business purposes, while we retain intellectual property rights in our methodologies, tools, and general knowledge.

5.4 Client Data and Information

You retain all rights to data and information you provide to us. By providing such information, you grant us a limited license to use it for the purpose of delivering services to you.

6. Payment Terms

6.1 Fees and Pricing

Service fees are as stated on our website or in individual service agreements. All prices are in Singapore Dollars (SGD) unless otherwise specified. We reserve the right to modify our pricing, though changes will not affect services already under contract.

6.2 Payment Schedule

Payment terms will be specified in service agreements. Typically, we require:

• Assessment services: Payment upon completion
• Implementation services: Initial deposit followed by milestone payments
• Partnership services: Monthly advance payment

6.3 Late Payment

Invoices are payable within 30 days of issue unless otherwise agreed. Late payments may be subject to interest charges and may result in suspension of services until payment is received.

6.4 Refund Policy

Given the consultative nature of our services, refunds are generally not available once work has commenced. However, we will work with clients in good faith to address any concerns about service delivery. Specific refund terms may be outlined in individual service agreements.

7. Confidentiality

Both parties acknowledge that they may have access to confidential information during the course of our engagement. Both parties agree to:

• Maintain confidentiality of information clearly marked or identified as confidential
• Use confidential information only for purposes related to the service engagement
• Protect confidential information with reasonable care
• Not disclose confidential information to third parties without consent

This obligation does not apply to information that is publicly available, independently developed, or required to be disclosed by law.

8. Disclaimers

8.1 Service Disclaimer

Our services are provided on an "as is" basis. While we strive for quality and professionalism in all engagements, we make no warranties or representations about the specific outcomes that will result from our services.

8.2 No Specific Results

We do not guarantee specific business results, return on investment, or performance improvements. Actual outcomes depend on numerous factors beyond our control, including your organization's execution, market conditions, and other variables.

8.3 Professional Advice

While we provide professional consulting services related to AI integration, our advice should not be considered legal, financial, or other specialized professional advice. You should consult appropriate professionals for such matters.

9. Limitation of Liability

To the maximum extent permitted by Singapore law:

• Our total liability for any claims arising from our services shall not exceed the total fees paid by you for the specific service giving rise to the claim
• We shall not be liable for any indirect, consequential, special, or punitive damages, including lost profits or business opportunities
• We shall not be liable for delays or failures in performance resulting from causes beyond our reasonable control
• These limitations apply regardless of the legal theory under which liability is asserted

Nothing in these terms excludes or limits liability for death or personal injury caused by negligence, fraud, or other liabilities that cannot be excluded or limited under applicable law.

10. Indemnification

You agree to indemnify and hold harmless Noctive, its directors, employees, and contractors from any claims, damages, losses, or expenses (including reasonable legal fees) arising from:

• Your breach of these Terms and Conditions
• Your violation of any law or regulation
• Your violation of rights of third parties
• Your use of our services in a manner not authorized by these terms or service agreements

11. Termination

11.1 Termination by Client

You may terminate service engagements in accordance with terms specified in individual service agreements. Generally, termination requires written notice and may involve payment for work completed to the date of termination.

11.2 Termination by Noctive

We may terminate services if:

• You breach these Terms and Conditions or service agreements
• Payment obligations are not met
• Continuation of services becomes impractical or inadvisable
• Required cooperation or information is not provided

11.3 Effect of Termination

Upon termination, you remain obligated to pay for services rendered prior to termination. Confidentiality obligations and intellectual property provisions survive termination.

12. Dispute Resolution

12.1 Governing Law

These Terms and Conditions are governed by the laws of Singapore. Any disputes arising from these terms or our services shall be subject to the exclusive jurisdiction of the courts of Singapore.

12.2 Informal Resolution

Before initiating formal proceedings, we encourage both parties to attempt informal resolution through good-faith discussion. Most concerns can be addressed through direct communication.

12.3 Mediation

If informal resolution is unsuccessful, both parties agree to consider mediation before pursuing litigation. Mediation shall be conducted in Singapore under mutually agreed terms.

13. General Provisions

13.1 Entire Agreement

These Terms and Conditions, together with any service-specific agreements, constitute the entire agreement between you and Noctive regarding use of our website and services, superseding any prior agreements.

13.2 Severability

If any provision of these terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

13.3 Waiver

Our failure to enforce any right or provision of these terms shall not be deemed a waiver of such right or provision.

13.4 Assignment

You may not assign or transfer these terms or any rights hereunder without our prior written consent. We may assign our rights and obligations under these terms without restriction.

13.5 Notice

Notices to Noctive should be sent to [email protected]. We will provide notices to you at the email address you have provided to us.

14. Changes to Terms

We reserve the right to modify these Terms and Conditions at any time. Changes will be effective immediately upon posting to our website. The "Last Updated" date at the top of this page indicates when the terms were most recently revised.

Your continued use of our website or services after changes are posted constitutes acceptance of the revised terms. If you do not agree with the changes, you should discontinue use of our services.

For ongoing service engagements, material changes to terms will be communicated to you directly, and existing service agreements will not be affected without mutual consent.

15. Contact Information

For questions about these Terms and Conditions, please contact us: