Articles of Engagement
The terms governing use of this website and, where an engagement exists, the standing terms it is built on. Written to be read, in numbered clauses, without the paragraph of capital letters that usually hides the important part.
§ 6.1
Parties and acceptance
- 6.1.1These Articles are issued by Centralux AI LLC, a limited liability company organized under the laws of the State of North Carolina, with its operating address at 109 Hay St Suite 202, Fayetteville, NC 28301 (“Centralux”, “we”, “us”). “You” means the visitor to this site or, where an engagement exists, the client.
- 6.1.2By using centralux.ai you accept the clauses in this entry that apply to website use (§ 6.2, § 6.9 to § 6.14).
- 6.1.3Where a signed engagement agreement exists between us, that agreement governs the work. These Articles supply the standing terms it is read against, and the signed agreement controls on any conflict.
§ 6.2
This website
- 6.2.1The content of this site is informational. It is a description of services offered, not an offer capable of acceptance, and nothing on it forms a contract.
- 6.2.2Booking a call at book.centralux.ai schedules a conversation. It does not engage us, does not commit you to anything, and carries no fee.
- 6.2.3Prices, scope and timelines are quoted in writing for a specific engagement. Nothing on this site is a price quotation.
- 6.2.4You may read, print and share these pages. You may not copy the text or design to represent another business, or use our name or mark in a way that suggests an association that does not exist.
- 6.2.5You may not attempt to interfere with the availability or integrity of this site, or use it to distribute anything unlawful or malicious.
§ 6.3
Services
- 6.3.1Centralux provides software engineering and related professional services in four lines: consolidation of record, quote-to-cash automation, talk-to-your-data interfaces, and data-integrity engineering, as described in Entry 02.
- 6.3.2Each engagement is defined by its own written agreement stating scope, deliverables, fee, schedule and acceptance criteria. Work outside that scope is re-quoted in writing before it is performed.
- 6.3.3Engagements are structured in phases — Survey, Build and optional Custody. Each phase is separately agreed. Completing one phase does not commit either party to the next.
- 6.3.4We may engage subcontractors for defined parts of a build. We remain responsible for their work, and they are bound by confidentiality terms at least as strict as § 6.7.
- 6.3.5We do not provide legal, tax, accounting, medical or investment advice, and nothing produced in an engagement should be relied on as such.
§ 6.4
Fees and invoicing
- 6.4.1Fees are flat and quoted in advance for the phase or milestone concerned. We do not bill by the hour for scoped work.
- 6.4.2Invoices are payable within the period stated on the invoice. Third-party costs incurred on your behalf — cloud hosting, model API usage, licenses — are billed to your own accounts wherever possible, and passed through at cost where not.
- 6.4.3Nothing renews automatically. A Custody agreement runs month to month and either party may end it with written notice before the next period begins.
- 6.4.4Where a scope change is requested, we quote it in writing and do not begin the changed work until the quote is accepted.
- 6.4.5Unpaid invoices past their due date may lead to work being suspended after written notice. Suspension does not entitle us to withhold your data or your credentials, which remain yours at all times.
§ 6.5
Client materials, access and credentials
- 6.5.1You grant us the access needed to perform the engagement, scoped to least privilege and issued from accounts you control. You may revoke that access at any moment, without our cooperation and without notice.
- 6.5.2You confirm that you have the right to grant that access, and that providing your data to us does not breach an obligation you owe someone else.
- 6.5.3We will not request or store your personal passwords. Where a shared credential is unavoidable, it is held in an encrypted secret store and rotated at the end of the engagement.
- 6.5.4You remain the controller of your data. We act on your instructions in respect of it.
- 6.5.5Systems we build run in infrastructure accounts you own, unless the written agreement says otherwise and explains why.
§ 6.6
Intellectual property
- 6.6.1Your data stays yours. All data, content and materials you supply remain your property. We acquire no ownership interest in them.
- 6.6.2Deliverables. On payment in full for the relevant milestone, the custom software, configuration and documentation built for you under the engagement transfer to you, or are licensed to you perpetually and irrevocably, as stated in the engagement agreement.
- 6.6.3Our pre-existing materials. Tools, libraries, patterns and methods we owned or developed before or outside your engagement remain ours. Where a deliverable includes them, you receive a perpetual, non-exclusive license to use them as part of that deliverable.
- 6.6.4No training on your data. Your data is not used to train any machine-learning model, ours or a third party’s, and language-model services are used under terms that exclude training on submitted data.
- 6.6.5No cross-client reuse of data. Nothing from one client’s data is applied to another client’s system. General engineering knowledge and our own reusable tooling are not client data and are not restricted by this clause.
- 6.6.6Publicity. We will not name you as a client, use your logo, or describe your engagement publicly without your written permission. That permission is separate from, and never a condition of, the engagement.
§ 6.7
Confidentiality
- 6.7.1Each party will keep the other’s confidential information in confidence, use it only for the engagement, and disclose it only to people who need it and are bound to the same obligation.
- 6.7.2This does not apply to information that is public through no breach, was already lawfully known, is independently developed without reference to the disclosure, or must be disclosed by law — in which case the disclosing party is notified where it is lawful to do so.
- 6.7.3These obligations survive the end of the engagement.
§ 6.8
Data protection and security
- 6.8.1Client data is held single-tenant — separate database, separate credentials, separate storage — and is not commingled with another client’s data.
- 6.8.2We apply access controls appropriate to the sensitivity of the data, including least-privilege credentials, encrypted secret storage, and audit logging of consequential writes.
- 6.8.3If we become aware of a security incident affecting your data, we will notify you without undue delay with what is known at the time, and keep you informed as more becomes known.
- 6.8.4On request, or at the end of the engagement, your data is exported to you in open formats and deleted from any system we control, except where retention is legally required.
- 6.8.5Website privacy is dealt with separately in Entry 05.
§ 6.9
Warranties, and the honest limits of the technology
- 6.9.1We warrant that services will be performed in a professional and workmanlike manner by people competent to perform them, and that deliverables will conform in material respects to the agreed specification.
- 6.9.2If a deliverable does not conform, tell us within 30 days of acceptance and we will correct it. That correction is your primary remedy for non-conformance.
- 6.9.3Language models are probabilistic. Systems incorporating them can produce incorrect output even when correctly engineered. We design for that — grounding answers in your records, citing sources, refusing where nothing grounds an answer, and gating irreversible actions behind human confirmation — but we do not warrant that generated output will always be correct, and you remain responsible for reviewing it before relying on it for a consequential decision.
- 6.9.4We do not warrant that any system will be uninterrupted or error-free, or that it will produce a particular business outcome, saving or revenue figure. No such figure is promised anywhere on this site or in these Articles.
- 6.9.5This website itself is provided “as is”. Except as expressly stated in this section, all other warranties, express or implied, including merchantability and fitness for a particular purpose, are disclaimed to the fullest extent permitted by law.
§ 6.10
Limitation of liability
- 6.10.1Neither party is liable to the other for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue or lost data, however caused.
- 6.10.2Our total aggregate liability arising out of or relating to an engagement is limited to the fees actually paid by you to us for that engagement in the twelve months preceding the event giving rise to the claim.
- 6.10.3For use of this website where no engagement exists, our total aggregate liability is limited to one hundred United States dollars.
- 6.10.4Nothing in this section limits liability for fraud, wilful misconduct, or any liability that cannot lawfully be limited.
- 6.10.5These limits are a deliberate allocation of risk that the fees are set against, and each party acknowledges it as such.
§ 6.11
Term and termination
- 6.11.1Either party may terminate an engagement on written notice as set out in the engagement agreement, or immediately for a material breach that is not cured within 30 days of written notice of it.
- 6.11.2On termination you pay for work performed and accepted up to that date, and for any non-cancellable third-party commitments made on your instruction.
- 6.11.3On termination we export your data to you in open formats at no additional charge, hand over documentation and credentials in our possession, and delete our copies subject to legal retention.
- 6.11.4Sections 6.6 to 6.10 and 6.12 to 6.14 survive termination.
§ 6.12
Governing law and disputes
- 6.12.1These Articles and any engagement are governed by the laws of the State of North Carolina, without regard to its conflict-of-laws rules.
- 6.12.2The exclusive venue for any dispute is the state or federal courts located in Cumberland County, North Carolina, and both parties submit to the jurisdiction of those courts.
- 6.12.3Before filing, the parties will attempt to resolve the dispute in good faith by direct discussion between people with authority to settle it, for at least 30 days after written notice of the dispute.
- 6.12.4The United Nations Convention on Contracts for the International Sale of Goods does not apply.
§ 6.13
General
- 6.13.1Independent contractor. We act as an independent contractor. Nothing creates a partnership, joint venture, agency or employment relationship.
- 6.13.2Assignment. Neither party may assign an engagement without the other’s written consent, except to a successor of substantially all of its business.
- 6.13.3Force majeure. Neither party is liable for a delay caused by events beyond its reasonable control, provided it notifies the other and resumes performance as soon as it can.
- 6.13.4Severability. If a clause is held unenforceable, the rest stands and the clause is read as narrowly as needed to make it enforceable.
- 6.13.5No waiver. Not enforcing a right on one occasion does not waive it.
- 6.13.6Entire agreement. For an engagement, the signed agreement together with these Articles is the entire agreement on its subject and supersedes prior discussions.
§ 6.14
Changes and contact
- 6.14.1These Articles may change. The effective date at the head of this entry changes with them, and a change never applies retroactively to an engagement already signed.
- 6.14.2Because every entry publishes a SHA-256 digest of its own contents, a change to this text is detectable without taking our word for it — the digest below changes with the wording.
- 6.14.3Questions about these Articles: contact@centralux.ai, or by post to Centralux AI LLC, 109 Hay St Suite 202, Fayetteville, NC 28301.