Terms of service

1. Agreement to these terms

These Terms of Service (“Terms”) govern your access to and use of centralux.ai (the “Site”), which is operated by Centralux AI LLC (“Centralux”, “we”, “us”). By using the Site you agree to these Terms. If you do not agree, do not use the Site.

Sections 3 to 14 also describe the standing commercial terms on which we engage. Those sections take effect between us and a client only when an engagement is agreed in writing, and they are subordinate to the specification or statement of work signed for that engagement.

2. Use of this website

The Site is provided for general information about our services. Nothing on it is an offer capable of acceptance, a quotation, professional advice, or a guarantee of any particular outcome. Descriptions of services, phases and pricing structures are illustrative of how we work and are not binding until set out in a signed specification.

You agree not to attempt to gain unauthorised access to the Site or its infrastructure, to interfere with its operation, to scrape it at a volume that degrades service for others, or to use it in violation of applicable law. We may change, suspend or withdraw any part of the Site at any time.

Any diagrams or figures on the Site are schematic. They illustrate structure and sequence. They are not client data, live telemetry, or a representation of measured results, and each one says so where it appears.

3. The services we provide

Centralux provides software engineering and systems-integration services. Our current service lines are described on the services page and comprise: operations centralization; quote-to-cash automation; natural-language interfaces over a client’s own operational data; and data-integrity engineering. In practice an engagement means designing, building, deploying and handing over software that runs in infrastructure the client owns.

We are not a law firm, an accounting firm, a security auditor, a certification body or an insurance adviser, and nothing we deliver should be relied upon as advice of those kinds. Where an engagement touches an area requiring a licensed professional, we will say so and recommend that you engage one.

4. How engagements are formed

An engagement begins only when both parties sign a written specification or statement of work. That document defines the scope, the deliverables, the fee, the schedule and an explicit list of what is not included. No conversation, call, email, estimate or page on this Site creates a binding engagement on its own.

Work is organised in sequential phases. Each phase is separately scoped and separately priced, and neither party is obliged to proceed to a following phase. A change to an agreed scope is handled by a written change order, priced before the additional work begins. We will not perform out-of-scope work and invoice for it after the fact, and we are not obliged to absorb out-of-scope work without a change order.

5. Fees and payment

• Fees are flat per phase and stated in the signed specification. We do not bill hourly, per seat or per user unless a specification expressly says otherwise.
• Invoices are issued by Centralux AI LLC and are payable within the period stated on the invoice. Unless stated otherwise, that period is fifteen days from the invoice date.
• A deposit may be required before a phase begins; where it is, the amount and timing are in the specification.
• Fees are exclusive of any applicable taxes, which are the client’s responsibility where they apply.
• Third-party costs — cloud hosting, model providers, software licences and similar — are contracted by the client directly with those vendors and paid by the client at the vendor’s price. We do not resell them or apply a margin.
• Late payment may result in work being paused after written notice. We would rather pause than accumulate a dispute.

6. Client responsibilities

Delivery depends on the client. By entering an engagement the client agrees to provide, in a timely way: a decision-maker authorised to settle questions of scope and process; reasonable access to relevant systems, data and personnel; accurate information about existing processes; and review or approval at the points identified in the specification.

Where a delay is caused by the client, the schedule adjusts accordingly. The client is responsible for the lawfulness of the data it provides to us and for holding any rights and consents necessary for us to process that data on its behalf.

7. Intellectual property

7.1 Deliverables

On full payment for a phase, the client owns the deliverables produced specifically for it in that phase — the application code, the data model and schema, the configuration and the written documentation. Ownership transfers on payment, not on completion of the relationship, and is not conditioned on continuing to engage us.

7.2 Pre-existing and general materials

Centralux retains ownership of everything it brings to the engagement or develops independently of it: internal tooling, libraries, templates, methods, and general knowledge, skill and experience. Where a deliverable incorporates such material, the client receives a perpetual, worldwide, non-exclusive, royalty-free licence to use, modify and maintain that material as part of the deliverable, including through a third party. Nothing prevents us from using our general knowledge and experience on other engagements.

7.3 Client materials

The client retains all rights in its own data, content, trademarks and pre-existing materials, and grants us only the limited licence needed to perform the engagement.

7.4 Site content

The content, design, text, figures and marks on this Site are the property of Centralux AI LLC and may not be reproduced as a whole without permission. Quoting a passage with attribution is fine.

8. Confidentiality

Each party will keep the other’s confidential information in confidence, use it only for the purposes of the engagement, disclose it only to personnel or contractors who need it and who are bound by equivalent obligations, and protect it with at least reasonable care. This applies from the first substantive conversation, not from the signature date — including a discovery call that never becomes an engagement.

Confidential information does not include information that is or becomes public without breach, was already lawfully known, or is independently developed. Disclosure required by law is permitted, with notice to the other party where that notice is lawful.

We will not name a client, describe a client’s systems, or use a client’s marks in our own marketing without that client’s prior written permission.

9. Data handling

Client systems we build are single-tenant and are deployed in infrastructure the client owns, under credentials the client holds and can revoke at any time. We do not pool one client’s data with another’s, and we do not use client data to train machine-learning models.

Where an engagement requires processing personal data on the client’s behalf, the client is the controller and Centralux is the processor, and the specification records the categories of data, the purposes and the duration. A separate data-processing agreement will be entered into where either party requires one. Handling of website visitors’ information is described in the privacy policy.

10. Third-party services

Systems we build commonly integrate third-party services — accounting software, model providers, cloud infrastructure, payment processors, communication providers. Those services are governed by their own terms, are contracted by the client, and can change their behaviour, pricing or availability without reference to us. Centralux is not responsible for the acts, omissions, outages, price changes or discontinuation of any third-party service, and we will design for reasonable failure handling rather than promise it cannot happen.

11. Warranties and disclaimers

We warrant that services will be performed in a professional and workmanlike manner, by qualified personnel, in accordance with the signed specification. If a deliverable materially fails to conform to its specification and the client notifies us in writing within thirty days of delivery of that phase, we will correct it at no additional charge. That correction is the client’s exclusive remedy for non-conformity.

Except as expressly stated in this section, the Site and all services are provided “as is” and we disclaim all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose and non-infringement. We do not warrant that any system will be uninterrupted or error-free, and we make no guarantee of any particular business result, revenue, saving or performance outcome.

Where a system uses machine-learning models, output can be probabilistic. We design so that such output is fenced, cited, gated behind human approval where it leaves the business, and never used for arithmetic or record-keeping that must be exact — but we do not warrant that any model output is correct.

12. Limitation of liability

To the maximum extent permitted by law, neither party is liable to the other for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost business opportunity, or loss of or corruption of data, however caused and on any theory of liability, even if advised of the possibility.

To the maximum extent permitted by law, Centralux’s total aggregate liability arising out of or related to an engagement is limited to the total fees actually paid by the client to Centralux for the phase giving rise to the claim.

Nothing in these Terms limits liability for fraud, wilful misconduct, or any liability that cannot be limited by applicable law. Some jurisdictions do not allow certain exclusions, so parts of this section may not apply to you.

13. Indemnification

The client will indemnify and hold Centralux harmless against third-party claims arising from the client’s data or materials, including claims that they infringe a third party’s rights or were processed without the necessary rights or consents. Centralux will indemnify and hold the client harmless against third-party claims that a deliverable, as delivered by us and used as specified, infringes that third party’s intellectual property rights. Each indemnity is conditioned on prompt written notice and reasonable cooperation.

14. Term and termination

An engagement runs for the term set out in its specification. A continuing operate-phase arrangement, if any, runs month to month and may be terminated by either party on thirty days’ written notice. There is no automatically renewing multi-year term and no early-termination penalty.

Either party may terminate for material breach that is not cured within fifteen days of written notice. On termination for any reason: the client pays for work performed up to the effective date; we deliver the work product completed to that point, together with the source, schema, configuration and documentation for any phase already paid for; and we return or delete client credentials. Sections 7, 8, 9, 11, 12, 13, 15 and 16 survive termination.

15. Governing law and disputes

These Terms and any engagement are governed by the laws of the State of North Carolina, United States, without regard to its conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Cumberland County, North Carolina, and each waives any objection to venue there.

Before filing, the parties will attempt in good faith to resolve any dispute by direct discussion between people with authority to settle it, for at least thirty days after written notice of the dispute. This does not prevent either party from seeking injunctive relief to protect confidential information or intellectual property.

16. General

• Entire agreement. A signed specification together with these Terms is the entire agreement for that engagement and supersedes prior discussions. Where they conflict, the signed specification controls.
• Independent contractor. Centralux performs as an independent contractor. Nothing creates a partnership, joint venture, agency or employment relationship, and neither party may bind the other.
• Non-solicitation of personnel. Neither party will solicit the other’s personnel for employment during an engagement and for twelve months afterwards, except through a general public advertisement.
• Assignment. Neither party may assign an engagement without the other’s written consent, except to a successor in a merger or a sale of substantially all assets.
• Severability. If any provision is held unenforceable, the remainder stays in effect and the provision is modified to the minimum extent needed to make it enforceable.
• No waiver. A failure to enforce a provision is not a waiver of it.
• Force majeure. Neither party is liable for a delay caused by events beyond its reasonable control, provided it gives prompt notice and resumes performance as soon as practicable.
• Changes to these Terms. We may update these Terms; the effective date above changes with them. Changes apply prospectively from that date and do not alter a signed specification already in force.
• Notices. Written notice may be given by email to contact@centralux.ai or by post to the address at the top of this page.

Questions about these Terms: contact@centralux.ai.