Terms & Conditions.

These Terms and Conditions ("Terms") constitute a legally binding agreement between you (or the organization you represent, "Client") and Pregio Software LLP ("PregioSoft", "we", "us", or "our"), governing your access to and use of pregiosoft.com, technical consultation sessions, discovery engagements, and all customized professional services.

Each active project engagement is additionally executed under a formal Statement of Work (SOW) or Master Services Agreement (MSA). In the event of any direct conflict between these general Terms and an executed SOW, the specific terms of the executed SOW shall take precedence for that engagement.

PregioSoft delivers bespoke technology services tailored to specific business operational challenges. Our core service domains include:

• Custom Enterprise Software Development: Architecting web, mobile, and cloud systems, distributed backend APIs, and database topologies.
• Applied AI & Intelligent Automation: Fine-tuned retrieval-augmented generation (RAG) pipelines, private local LLM deployments, autonomous agents, and document intelligence systems.
• Legacy System Modernization & Integration: Refactoring monolithic architectures, decoupling dependencies, and connecting disparate enterprise ERPs, CRMs, and payment gateways.
• Cloud Architecture & DevOps: Infrastructure as Code (Terraform, Pulumi), Kubernetes container orchestration, automated CI/CD pipelines, and cloud security hardening.

Both parties agree that during technical discussions and project execution, sensitive commercial, technical, and financial information may be exchanged:

• Definition of Confidential Information: Includes, without limitation, source code, product roadmaps, pricing models, operational metrics, API keys, customer lists, and business logic.
• Duty of Care: Each party shall exercise at least the same degree of care it uses to protect its own confidential assets (and in no case less than reasonable care) to prevent unauthorized dissemination, publication, or disclosure to third parties.
• Permitted Disclosures: Information may only be disclosed to employees, contractors, or legal/financial advisors who have a strict need-to-know and are bound by confidentiality obligations at least as protective as those herein.
• Mutual NDA Protection: Prior to deep architectural scoping or repo access, we routinely execute custom bilateral Non-Disclosure Agreements upon request.

When implementing artificial intelligence, machine learning, or automated decision systems, PregioSoft operates under strict compliance safeguards:

• Zero Model Training: Client trade secrets, customer documents, and proprietary code are never used to train or adjust public third-party foundation models.
• Private Inference: All AI workflows utilize dedicated endpoints, zero-data-retention APIs, or fully private VPC-hosted models.
• Deterministic Safeguards: We design AI systems with guardrails, input validation, and human-in-the-loop fallback mechanisms to mitigate hallucination, bias, and unauthorized outputs.

Successful software delivery is an active partnership. To enable timely milestone execution, the Client agrees to:

• Designated Project Lead: Appoint an authorized point of contact with decision-making authority for milestone sign-offs and architectural approvals.
• Access & Credentials: Provide necessary API keys, test sandboxes, repository permissions, and sample datasets in a timely manner.
• Review Timelines: Review delivered sprint milestones and prototypes within the agreed review window (typically 5 to 10 business days) to prevent critical path delays.

Engagements are structured either on a Milestone-Based Fixed Scope or a Dedicated Engineering Sprint basis as outlined in the Statement of Work:

• Milestone Acceptance: Upon completion of a deliverable milestone, PregioSoft submits the code, test suite, and staging deployment for review. The Client has ten (10) business days to verify conformity with SOW specifications. If any defect or variance is noted, PregioSoft promptly remedies it without additional cost.
• Payment Terms: Invoices are issued per milestone schedule or monthly in advance for dedicated squads, payable within Net-15 or Net-30 days as detailed in the commercial contract.
• Taxes: All quoted rates are exclusive of applicable GST, VAT, or local sales taxes, which are itemized clearly on all invoices.

We stand behind the quality, reliability, and security of every line of code we write:

To provide predictability and equitable risk allocation for both enterprise parties:

• Consequential Damages Waiver: Neither party shall be liable to the other for indirect, incidental, consequential, special, or punitive damages (including loss of profits, business interruption, or loss of goodwill), regardless of theory of liability.
• Aggregate Liability Cap: Except in cases of gross negligence, intentional misconduct, or breaches of confidentiality obligations, each party's total aggregate liability arising out of an engagement shall be limited to the total fees actually paid or payable by Client to PregioSoft under the applicable Statement of Work in the twelve (12) months preceding the claim.
• IP Indemnification: PregioSoft agrees to defend and indemnify Client against any third-party claim that custom code delivered by PregioSoft infringes a valid copyright or patent, subject to customary notice and defense controls.

Either party may terminate an engagement for convenience with thirty (30) days written notice, or immediately for cause if the other party materially breaches these Terms and fails to cure within fifteen (15) days of written notification.

Upon termination or project completion, PregioSoft executes an orderly, frictionless handover protocol:

• Full Git repository administrative transfers (GitHub, GitLab, or Bitbucket).
• Handover of cloud infrastructure credentials, Docker files, and deployment scripts.
• Export and delivery of all database schemas, migration files, and architectural documentation.
• Return or certified destruction of all Client confidential test datasets and secrets.

These Terms and any dispute or claim arising out of them shall be governed by and construed in accordance with the laws governing our master corporate agreements, without regard to conflict of law principles.

In the unlikely event of a commercial dispute, both parties commit to thirty (30) days of good-faith executive negotiation. If unresolved, the matter shall be submitted to confidential, binding commercial arbitration under the rules of the International Chamber of Commerce (ICC) or relevant national arbitration body agreed in the SOW.