Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the website at axiomhk.co and any consulting services, software, integrations, or other products (collectively, the “Services”) provided by Axiom Holdings Limited, a company registered in Hong Kong (“Axiom”, “we”, “us”). By accessing the Services you agree to these Terms.

1. The Services

Axiom provides AI consulting, training, and custom software development for businesses, together with related integrations and tooling. The specific scope, deliverables, fees, and timeline of any engagement will be set out in a separate statement of work, engagement letter, or order form (a “SOW”), which forms part of your agreement with us.

In the event of a conflict between these Terms and a SOW, the SOW prevails for matters specific to that engagement.

2. Eligibility

The Services are offered for business use. By engaging Axiom you represent that you are authorised to enter into a binding contract on behalf of yourself or the entity you represent.

3. Fees and payment

Fees are set out in the applicable SOW. Unless otherwise stated:

• Fees are quoted in US dollars or Hong Kong dollars and are exclusive of applicable taxes.
• Invoices are due within 14 days of issue.
• Overdue amounts may accrue interest at the lower of 1.5% per month or the maximum rate permitted by law, and we may suspend delivery of the Services until payment is received.
• Fees already paid are non-refundable except where a SOW expressly provides otherwise.

4. Your responsibilities

You agree to:

• Provide accurate information and cooperate with us in delivering the Services, including providing timely access to personnel, systems, and data reasonably required.
• Ensure you have the right to share any materials, data, or content you provide to us, and that our agreed use of that material does not infringe third-party rights.
• Use the Services in compliance with all applicable laws and with the terms of any third-party platforms involved (including Meta Platforms' Platform Terms, WhatsApp Business Solution Terms, and any model provider terms).
• Not attempt to reverse engineer, interfere with, or compromise the security of any Axiom-operated software, except where expressly permitted under a SOW or applicable law.

5. Intellectual property

Axiom retains ownership of its pre-existing materials, methodologies, templates, and general know-how used to deliver the Services (“Axiom Materials”).

Unless a SOW provides otherwise, on full payment of the applicable fees we assign to you ownership of the bespoke deliverables created exclusively for you under the SOW (the “Deliverables”), excluding any Axiom Materials incorporated into them. In respect of such Axiom Materials, we grant you a perpetual, worldwide, non-exclusive, royalty-free licence to use them as part of the Deliverables for your internal business purposes.

You retain ownership of your data and materials provided to us. You grant us a limited licence to use those materials solely as necessary to deliver the Services.

6. Confidentiality

Each party agrees to protect the other's confidential information with at least the same degree of care it uses for its own, and to use it only for purposes connected with the Services. This obligation survives termination of the Services for three years, or indefinitely for trade secrets. Confidential information does not include information that is publicly known through no fault of the receiving party, independently developed, or rightfully received from a third party without restriction.

7. Warranties and disclaimers

We warrant that the Services will be performed with reasonable skill and care consistent with industry standards.

Except as expressly stated in these Terms or a SOW, the Services are provided on an “as is” and “as available” basis. To the fullest extent permitted by law, we disclaim all other warranties, whether express, implied, statutory, or otherwise, including any warranties of merchantability, fitness for a particular purpose, and non-infringement.

AI systems are probabilistic and can produce incorrect, inaccurate, or incomplete outputs. You are responsible for reviewing and validating outputs before relying on them in any material context.

8. Limitation of liability

To the fullest extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, or business opportunity, however caused.

Our aggregate liability to you arising out of or in connection with the Services is limited to the fees paid by you to Axiom under the relevant SOW in the twelve months preceding the event giving rise to the claim.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation.

9. Third-party services

The Services may depend on or interoperate with third-party platforms and services (including Meta, model providers, hosting and database providers). We are not responsible for the acts, omissions, downtime, or policies of those third parties. Your use of third-party services is subject to their own terms.

10. Term and termination

Each SOW continues for the term stated in it. Either party may terminate a SOW for material breach that remains uncured 30 days after written notice, or immediately on insolvency of the other party.

On termination: (a) you will pay for Services performed up to the termination date; (b) each party will return or destroy the other's confidential information; and (c) clauses intended to survive termination (including those on fees due, intellectual property, confidentiality, warranties, liability, and governing law) will survive.

11. Governing law and disputes

These Terms are governed by the laws of Hong Kong SAR. The courts of Hong Kong have exclusive jurisdiction over any dispute arising out of or in connection with these Terms or the Services, except that we may seek injunctive relief in any competent jurisdiction to protect our intellectual property or confidential information.

12. General

• Entire agreement. These Terms and any applicable SOW constitute the entire agreement between the parties on the subject matter.
• Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Severability. If any provision is unenforceable, the remaining provisions remain in full effect.
• No waiver. A failure to enforce any right is not a waiver of that right.
• Notices. Formal notices should be sent to hello@axiomhk.co.

13. Contact

Axiom Holdings Limited
Hong Kong SAR
Email: hello@axiomhk.co