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OFFICIAL COMPLIANCE POLICY • Governed by English Law • Last updated: 2026-08-18

Terms of Service & Enterprise Master Services Agreement

These Terms of Service and Enterprise Master Services Agreement (MSA) terms govern access to Esaholic.com and software development engagements. All client model weights, custom agent code, vector indices, and fine-tuned adapters become 100% client property upon payment under English law jurisdiction.

Table of Contents

1. Acceptance of Terms & Service Scope

These Terms of Service ("Terms") constitute a legally binding agreement between you or the entity you represent ("Client", "User") and Esaholic AI Technologies Ltd ("Esaholic", "we", "us"). By accessing esaholic.com, scheduling a technical feasibility audit, or executing a Statement of Work (SOW), you agree to be bound by these Terms and our Master Services Agreement (MSA) framework.

Formal custom software development, multi-agent engineering, and private model deployment services are executed under separate Statements of Work (SOW) that incorporate these Terms by reference.

2. Intellectual Property & Model Weight Ownership

Esaholic operates under a strict client-first intellectual property model:

A. Custom Models & Fine-Tuned Weights: Upon full payment of applicable fees under an executed SOW, Esaholic assigns 100% of all right, title, and interest in and to all custom fine-tuned weights, LoRA adapters, dataset index schemas, synthetic training artifacts, and model parameters to the Client.

B. Custom Source Code & Agent Graphs: All bespoke software code, LangGraph state configurations, Model Context Protocol (MCP) tool integrations, and RAG pipelines developed specifically for Client become the exclusive work-for-hire property of Client.

C. Background IP: Esaholic retains rights solely to its pre-existing open-source libraries, generic foundational utilities, and internal benchmarking frameworks explicitly designated as Background IP in the SOW.

3. Service Level Agreements (SLAs) & Performance

For managed private model inference endpoints and hosted multi-agent microservices operated by Esaholic under active enterprise SLA retainers:

99.9% Uptime Guarantee

Managed private vLLM endpoints maintain 99.9% monthly operational uptime, excluding scheduled maintenance windows notified 72 hours in advance.

Support Escalation Response

Critical Severity 1 outages responded to within 1 hour. Standard technical queries responded to within 4 business hours.

4. Client Data Warranties & Acceptable Use Policy

Client warrants that all evaluation datasets, proprietary documents, and database schemas provided to Esaholic contain all necessary rights, legal permissions, and consents under applicable privacy laws.

Client agrees not to utilize AI systems built by Esaholic for illegal surveillance, automated credit/employment discrimination in violation of the EU AI Act, generation of illegal synthetic material, or unauthorized penetration testing against third-party systems.

5. Limitation of Liability & Indemnification

To the maximum extent permitted under applicable law:

  • Liability Cap: Neither party's total aggregate liability arising out of or related to these Terms or any SOW shall exceed the total fees paid by Client to Esaholic in the twelve (12) month period immediately preceding the event giving rise to liability.
  • Consequential Damages Exclusion: Neither party shall be liable for indirect, incidental, special, or consequential damages, loss of business profits, or data loss.
  • Mutual Indemnification: Esaholic agrees to defend Client against third-party claims alleging that custom software written by Esaholic infringes valid patents or copyrights under English law.

6. Confidentiality & Non-Disclosure (NDA)

Each party agrees to preserve the strict confidentiality of the other party's proprietary information, technical specifications, training code, algorithms, and business strategies for a period of five (5) years following disclosure. Confidential Information shall not be disclosed to any third party without prior written consent.

7. Governing Law & Jurisdiction (England & Wales)

These Terms, any Statement of Work, and all non-contractual obligations arising out of or in connection with them shall be governed by, construed, and enforced strictly in accordance with the laws of England and Wales.

The courts of London, United Kingdom shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or enterprise consulting engagements.