TERMS OF SERVICE

1. DEFINITIONS AND INTERPRETATION

AI Factory Services: Services involving the design, development, deployment, and management of artificial intelligence and machine learning solutions, including data engineering, model development, MLOps infrastructure, and ongoing optimization.

AI Training Services: Services involving the design and delivery of customized training programs for organizations implementing or expanding artificial intelligence and machine learning capabilities.

Affiliate: Any entity that controls, is controlled by, or is under common control with Atlas Agni Taj, including but not limited to our offices in the UAE, Saudi Arabia, and India.

Agreement: These Terms of Service, including all referenced Schedules and Appendices, together with any executed Statement of Work (SOW), constituting the entire agreement between the parties regarding the Services.

Business Day: Any day Monday through Friday, excluding public holidays in England and Wales.

Commencement Date: The date specified in the SOW on which Atlas Agni Taj is to commence provision of Services.

Confidential Information: All non-public, proprietary, or sensitive information disclosed by one party to the other, whether orally, in writing, or in any other form, including but not limited to business strategies, client lists, financial information, technical specifications, trade secrets, methodologies, and proprietary data.

Data Processing Addendum (DPA): The separate agreement attached as Schedule 3 that governs the Processing of Personal Data by Atlas Agni Taj, as required by UK GDPR.

Deliverables: The specific outputs, reports, analyses, recommendations, code, models, and work product that Atlas Agni Taj agrees to create and deliver as described in the SOW.

Effective Date: The date on which this Agreement becomes effective, being the date of execution of the SOW or such later date as specified therein.

Engagement: The period commencing on the Commencement Date and ending on the date specified in the SOW or upon earlier termination, during which Atlas Agni Taj provides Services to the Client.

Engagement Documents: Collectively, this Agreement, the SOW, the Privacy Policy, the DPA, and any other documents referenced therein.

Expenses: Costs incurred by Atlas Agni Taj in providing Services, including but not limited to travel (flights, accommodation, ground transport), software licenses, cloud infrastructure, subcontractor fees, and other client-approved out-of-pocket costs.

Force Majeure Event: Any event beyond the reasonable control of a party, including but not limited to acts of God, natural disasters, pandemics, government action, war, terrorism, strikes, utility failures, or substantial disruption to internet or communications infrastructure.

Intellectual Property: All patents, trade marks, service marks, design marks, copyright (including moral rights), database rights, trade secrets, know-how, and all similar or equivalent rights existing in any jurisdiction.

Interim Leadership Services: Services involving the provision of senior interim executives to fulfil leadership roles within the Client’s organization.

Law Enforcement: Any governmental, judicial, or law enforcement authority, including police, prosecutors, courts, regulators, and intelligence agencies.

Legal Obligation: Any obligation arising from statute, regulation, court order, or other binding legal requirement.

Personal Data: Any information relating to an identified or identifiable natural person, as defined in the UK GDPR.

Processing: Any operation performed on Personal Data, as defined in the UK GDPR.

Professional Advisors: Qualified legal, financial, accounting, tax, and other professional advisors acting on our behalf.

SOW: The written document executed by both parties (or authorized representatives thereof) describing the specific Services, deliverables, timeline, milestones, fees, expenses, resource allocation, and other service-specific terms and conditions.

Services: The professional advisory and transformation services provided by Atlas Agni Taj to the Client, as specified in the SOW, including without limitation Banking & Investment Advisory, Business & Functional Advisory, E-Invoicing Advisory & Delivery, Integration & Automation Transformation, Interim Leadership, Program Recovery, Transformation Delivery, Resilience & Risk Management, AI Training, and AI Factory services.

Subprocessor: Any third party engaged by Atlas Agni Taj to process Personal Data on our behalf.

Termination: The ending of this Agreement or the Engagement, whether by expiration of term, notice, breach, or mutual consent.

Termination Fee: Any fees due from the Client in connection with early termination, as specified in the SOW or this Agreement.

Third-Party Materials: Any software, data, documentation, or other materials owned by or licensed from third parties.

UK GDPR: The United Kingdom General Data Protection Regulation, as set out in the Data Protection Act 2018 (c.12), and including retained EU law.

Website: The websites and web applications operated by Atlas Agni Taj, including but not limited to https://atlasagnitaj.com and all subdomains, mobile applications, and related properties.

Work Product: All materials, reports, analyses, recommendations, code, models, datasets, visualizations, documentation, and deliverables created specifically for the Client during the Engagement.

Words and expressions used but not defined in this Agreement shall have the meanings attributed to them in the SOW. If any term is defined differently in the SOW, the SOW definition shall prevail. Headings are for convenience only and do not affect interpretation. References to “including” mean “including without limitation.”

2. THE PARTIES AND FORMATION OF AGREEMENT

2.1 Service Provider

Atlas Agni Taj Limited, a private company incorporated under the laws of England and Wales with registration number [to be confirmed], having its principal place of business at 4th Floor, 1 Kingdom Street, Paddington, London W2 6BD, United Kingdom, trading as “Atlas Agni Taj”, (“Atlas Agni Taj”, “Provider”, “we”, “us”, or “our”).

2.2 Service Recipient / Client

You and/or your organization (“Client”, “you”, or “your”) – which must be a duly organized business entity (corporation, partnership, limited liability company, sole trader, or other legitimate business structure) – NOT a natural person for personal or household purposes. By engaging with us, you represent and warrant that you are acting in a professional, business, or organizational capacity.

2.3 Formation of Binding Agreement

A binding Agreement is formed through the following process:

  • Step 1 – Inquiry: You submit an inquiry or request for Services through our Website or directly to Atlas Agni Taj.
  • Step 2 – Assessment: Atlas Agni Taj conducts an initial assessment of your requirements.
  • Step 3 – Proposal: Atlas Agni Taj provides a written proposal and draft SOW.
  • Step 4 – Negotiation: Both parties may negotiate terms.
  • Step 5 – Execution: An authorized representative of both parties executes the SOW.
  • Step 6 – Agreement Effective: The Agreement becomes binding upon execution by both parties.

NO AGREEMENT EXISTS unless and until an SOW is executed by authorized representatives of both parties. Proposals, quotations, and draft SOWs do not constitute binding offers. Atlas Agni Taj reserves the right to withdraw, revise, or decline any proposal without obligation.

2.4 Electronic Execution

This Agreement and the SOW may be executed electronically (including by email, DocuSign, or other electronic signature platforms). Electronic execution constitutes valid and binding execution for all purposes. You consent to electronic execution and acknowledge that electronic signatures have the same legal effect as handwritten signatures.

2.5 Authority to Enter Agreement

The individual executing this Agreement on behalf of the Client represents and warrants that:

  • They are authorized to bind the Client and have actual authority to accept these Terms on the Client’s behalf.
  • They have reviewed this Agreement with the Client and the Client understands and accepts all terms.
  • The Client is duly organized and validly existing in accordance with applicable law.
  • The Client has the legal power and capacity to enter into this Agreement.
  • This Agreement constitutes a valid, legal, and binding obligation of the Client.
  • Execution does not violate any other agreements, contracts, or legal obligations to which the Client is party.
  • Execution is not subject to board approval, shareholder approval, or other consents (or such consents have been obtained).
  • The signatory has the authority to grant all representations, warranties, and undertakings contained herein.
  • The Client is not subject to any legal sanctions, export controls, or restrictions that would prohibit engagement with Atlas Agni Taj.

2.6 Entire Agreement

This Agreement, together with the executed SOW and Privacy Policy, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, agreements, representations, and warranties, whether written or oral, relating to such subject matter. No prior statement, representation, warranty, or agreement shall be binding or effective unless expressly incorporated into this Agreement in writing.

In the event of any conflict or inconsistency between the provisions of this Agreement and the SOW, the provisions of the SOW shall prevail to the extent of such conflict or inconsistency, but only for matters specific to that Engagement. For all other matters, this master Agreement shall govern.

3. OUR SERVICES: DETAILED DESCRIPTION

3.1 Service Categories

Atlas Agni Taj provides the following professional advisory and transformation services:

  • Banking & Investment Advisory – Advisory services for banking, financial services, investment, and capital markets organizations
  • Business & Functional Advisory – Strategic business advisory and functional expertise across operations, finance, commercial, and organizational domains
  • E-Invoicing Advisory & Delivery – Design, implementation, and optimization of e-invoicing solutions and compliance frameworks
  • Integration & Automation Transformation – Integration of business systems, process automation, and technology enablement
  • Interim Leadership – Provision of interim senior executives for leadership roles within client organizations
  • Program Recovery – Diagnosis, remediation, and recovery of struggling or at-risk business transformation programs
  • Transformation Delivery – Design and delivery of large-scale business transformation, organizational change, and process improvement initiatives
  • Resilience & Risk Management – Development and implementation of resilience frameworks, risk management strategies, and business continuity planning
  • AI Training – Customized training and capability-building programs for artificial intelligence, machine learning, data science, and generative AI implementation
  • AI Factory – Design, development, deployment, and optimization of artificial intelligence and machine learning solutions for business automation and insights

Detailed descriptions of each service category are available on our Website. Service scope, deliverables, resource allocation, timeline, and pricing are defined in the individual SOW executed for each Engagement.

3.2 Nature of Services – Advisory and Recommendations Only

ALL SERVICES PROVIDED BY ATLAS AGNI TAJ ARE ADVISORY IN NATURE AND CONSIST OF RECOMMENDATIONS, GUIDANCE, ANALYSIS, STRATEGIC INPUT, AND PROFESSIONAL ADVICE. WE DO NOT:

  • Guarantee specific business outcomes, results, savings, revenue increases, or financial performance.
  • Guarantee that our recommendations will resolve all business challenges or deliver expected benefits.
  • Guarantee that AI models will achieve specified accuracy metrics, performance targets, or business impact.
  • Guarantee that transformation programs will be completed on budget, on schedule, or with specific results (particularly if Client cooperation or resources are inadequate).
  • Provide legal, accounting, tax, or regulatory advice (only professional advisors in those disciplines can do so).
  • Assume responsibility for implementation of recommendations or for results achieved through implementation.
  • Assume responsibility for Client decisions based on our recommendations.
  • Guarantee that our recommendations are optimal, complete, or suitable for purposes beyond those expressly stated in the SOW.

IMPLEMENTATION OF OUR RECOMMENDATIONS IS ENTIRELY THE CLIENT’S RESPONSIBILITY AND AT CLIENT’S RISK. We provide professional input and guidance, but execution, decision-making, and results are within Client’s control and responsibility.

3.3 Scope Definition and Change Control

The scope of Services is precisely defined in the SOW. Any changes to scope, including additional deliverables, modified timelines, or expanded resource allocation, must be:

  • Requested in writing by an authorized Client representative.
  • Assessed by Atlas Agni Taj for feasibility, cost impact, and timeline impact.
  • Documented in a written change order or amended SOW executed by both parties.
  • Approved and signed before Atlas Agni Taj commences additional work.

ATLAS AGNI TAJ IS NOT OBLIGATED TO PROCEED WITH SERVICES IF SCOPE CHANGES ARE NOT DOCUMENTED AND APPROVED IN WRITING BY BOTH PARTIES. Unauthorized scope expansion is not permitted, and Atlas Agni Taj will invoice separately for undocumented additional work.

3.4 Client Cooperation Obligations

The Client agrees to cooperate fully and in good faith with Atlas Agni Taj in the delivery of Services. This includes:

  • Providing timely access to Client Data, systems, facilities, and documentation.
  • Providing access to Client personnel with relevant knowledge and decision-making authority.
  • Assigning qualified personnel to work with Atlas Agni Taj’s team.
  • Ensuring that designated Client representatives are available and responsive.
  • Responding promptly to information requests (typically within 2-5 business days unless otherwise agreed).
  • Providing accurate, complete, and truthful information about business processes, systems, requirements, and challenges.
  • Making timely business decisions as required to progress the Engagement.
  • Approving deliverables and work products on schedule.
  • Facilitating Client sign-off and acceptance of Deliverables.
  • Securing any necessary internal approvals (board, shareholder, regulatory) for implementation of recommendations.
  • Providing resources required to implement recommendations.
  • Notifying Atlas Agni Taj of any material changes in Client’s business, organization, or circumstances that affect the Engagement.

FAILURE OF CLIENT TO PROVIDE REQUIRED COOPERATION MAY RESULT IN DELAYS, TIMELINE EXTENSIONS, ADDITIONAL COSTS, OR SUSPENSION OF SERVICES. Atlas Agni Taj will not be liable for delays or failures to meet milestones caused by Client’s failure to cooperate.