1. Who this agreement is between
These terms are between you and MetaMinds. In them, we and us mean MetaMinds, and you means the organization buying the services, not the individual person placing the order. If you are ordering on behalf of a company, you confirm you are authorized to bind it.
| Trading name | MetaMinds |
|---|---|
| Registered legal name | NexManas Tech Pvt Ltd |
| Entity type | Private Limited Company |
| Registered office | Provided on request |
| Corporate Identity Number | Provided on request |
| GSTIN | Provided on request |
| Telephone | Email and the contact form |
| Contact for these terms | hello@metaminds.store |
Registration numbers are withheld by choice, not missing. They are matters of public record, they are sent on request, and they appear on every invoice and engagement letter, so a counterparty has them in writing before money moves. Bracketed lines elsewhere in this document are different: those are commercial and drafting decisions still with our lawyer, printed as visible gaps rather than filled with something plausible. A contract that quotes a governing law nobody has agreed to is worse than a contract that admits the clause is open.
2. Which documents win if they disagree
An engagement is usually described in more than one document. If they conflict, this is the order, highest first:
- A signed master services agreement or a signed order form, including any statement of work attached to it.
- The data processing addendum, on anything about personal data.
- These terms.
- Anything else, including a proposal, a quotation, an email or a page on this website.
Where you have your own master services agreement and we have signed it, it governs, and these terms fill only the gaps it leaves. Purchase order terms printed on the back of a PO do not become part of the agreement just because we invoice against the PO number.
3. What MetaMinds does, and what it does not do
We build production AI systems and we assess them: retrieval and document systems, agents and workflow automation, guardrails and evaluation, security testing, and readiness work against frameworks such as the EU AI Act, ISO/IEC 42001 and the NIST AI Risk Management Framework.
The three things we cannot do for you
MetaMinds provides engineering and assessment services. MetaMinds is not a law firm and does not provide legal advice. Nothing we write, say or deliver is a legal opinion, and none of it creates a lawyer and client relationship or attracts legal privilege. Our readiness work tells you what a framework appears to require of a system as we found it, and where the gaps are. Whether you are compliant is a legal question, and it belongs to your counsel.
MetaMinds is not an accredited certification body and does not issue certifications. Certification against ISO/IEC 42001 or any other standard can only be issued by an accredited certification body after its own audit. We deliver the work that comes before that audit: gap assessment, control design, evidence preparation and readiness review. We also do not hold a SOC 2 Type II attestation and we are not certified to ISO/IEC 42001 or ISO/IEC 27001 ourselves.
We do not give accounting, tax, insurance, medical or financial advice. Where these terms describe tax treatment, they describe how we invoice, not what your own position is. Take that to your own accountant.
4. The three ways you can engage us
Everything we sell falls into one of three tiers, and which tier applies decides how you pay and what you are owed.
Checkout is not live yet
You cannot buy anything on this site today. Card payment, the cart and the instant-product delivery described below are built and specified but not switched on, and every purchase route currently ends at the enquiry form and an invoice.
The clauses in this section are written for the day that changes, and they are published now so the terms of a purchase are visible before anyone is asked to make one rather than after. Where a clause says “at checkout”, read it as the arrangement that will apply, not one you can use today. Engagements are unaffected: those are agreed by proposal and paid by bank transfer, and that is live now.
| Tier | What it is | How it is paid |
|---|---|---|
| Instant products | Templates, toolkits, questionnaires, reference implementations and short written reports, delivered as files. | Paid in full at checkout. Delivered immediately, or within the turnaround stated on the product page where a person has to write it. |
| Booked engagements | Fixed scope, fixed price, fixed duration. Assessments, audits, diagnostics and readiness reviews. | A deposit reserves a named start week. The balance is invoiced separately once scope is agreed. Section 6. |
| Scoped projects | Build work and retainers, priced against a written proposal. There is no cart for these. | Enquiry, a scoping call, a written proposal, then invoices on the schedule in the order form. |
The deliverables, the duration and the exclusions for a booked engagement are the ones published on its page at the time you order, and they are repeated in the order form. A booked engagement is fixed scope: work outside it is quoted separately rather than absorbed quietly.
5. Prices, currency and tax
Prices are published in US dollars, with equivalent prices published in euros, pounds sterling and Singapore dollars. Those equivalents are market prices set for each currency and held stable. They are not live exchange rate conversions, so the euro price is not the dollar price converted on the day you look, and a price quoted in a proposal does not move because a rate moved. You are charged in the currency shown on the page you ordered from, and one currency is shown per page.
The price that applies is the one published for that item at the time you place the order. We can change published prices at any time, and a change never applies to an order already placed or a proposal still inside its validity period.
Tax
- All prices exclude VAT, GST and any other transaction tax. Where such a tax is due it is added to the invoice at the rate that applies.
- EU business customers with a valid VAT identification number are invoiced under the reverse charge. We charge no VAT and you account for it in your own return. That is why the enquiry form and checkout ask for the number. If the number does not validate against the EU VIES service, the reverse charge does not apply and VAT is charged instead.
- Where a merchant of record is the seller for an item, that merchant is your counterparty for the payment, its terms apply to the payment itself, and it issues the invoice and handles the tax. The item page says so at the point of payment, before you pay.
- If you are required by your own law to withhold tax from a payment to us, tell us before the invoice is raised. We will provide the tax residency and treaty paperwork needed to reduce or remove the withholding, including a W-8BEN-E for US clients.
- Bank charges on an international transfer are yours. Please send the invoiced amount net of nothing.
6. Deposits and what they reserve
A booked engagement is reserved with a deposit rather than paid up front. We would rather be free to decline work than be holding your money while deciding.
What the deposit buys, and when you get it back
The deposit reserves a named start week. That week is held in the schedule for you and is not offered to anyone else. That is the thing being bought, and it is why the deposit is not simply a payment on account.
If we decline the work, or if the scope turns out to be materially different from what you described when you booked, the deposit is refunded in full. Not a portion of it, and not a credit note: the whole amount, back to where it came from. We will tell you plainly which of the two reasons applies.
If the engagement goes ahead, the deposit is credited in full against the fee. You never pay it twice.
A scoping call happens within two business days of the deposit being paid. If the scope fits, we confirm it in writing and invoice the balance on the terms in section 7.
If you cancel a reserved week for reasons of your own, with less than [cancellation notice period pending] notice before it starts, the deposit is not refunded, because the week has been held and cannot be filled at that notice. Beyond that period we will either move the booking to another week at no charge or refund the deposit, your choice.
These conditions are also shown at the point of payment, next to the button, rather than only here.
7. Payment
- Invoices are payable within [payment term pending] of the invoice date. The term that applies to your engagement is stated on the order form and repeated on the invoice.
- Interest on a late payment runs at [late payment interest rate pending], which has to be set against the governing law chosen in section 17, since several jurisdictions cap it or set a statutory rate.
- We may pause work on an engagement while an invoice is more than 14 days overdue, after giving you written notice and a chance to fix it. Paused work restarts on payment, and the schedule moves by the length of the pause.
- Fees for engagement work are paid by bank transfer. Instant products are paid by card at checkout, through a payment provider. We never store card details and we never ask for them by email or over the phone.
- Expenses, such as travel agreed in advance, are invoiced at cost with receipts.
Payment fraud, which is a real risk in this trade
Our bank details do not change mid-engagement, and we will never send you new ones by email. If you receive a message that appears to come from us asking you to pay a different account, treat it as fraud. Do not reply to it. Call us on Email and the contact form, the number published on this site, and confirm before moving any money. Invoice redirection fraud works precisely because the request looks ordinary.
8. What we need from you
Fixed price work depends on inputs arriving. If they do not, the dates move, and we will tell you at the time rather than at the end.
- Access to the systems, data, documentation and people the engagement needs, within the timescales agreed in the order form.
- A named person on your side who can answer questions and make decisions.
- Accurate information. Our findings are only as good as what we were given and what we were allowed to see.
- Confirmation that you are entitled to give us the data and the access you give us, including any consent or notice your own data protection obligations require.
Authorization to test
For any security assessment, red team exercise or penetration style testing, you must confirm in writing that you own the target system or are authorized to permit testing of it, and you must identify anything that must not be touched. We do not begin testing without that confirmation. If the system runs on someone else’s infrastructure, their permission is yours to obtain, and testing without it can be a criminal offense in several of the countries we work in.
9. Who owns what
What you own
On payment in full, you own the deliverables we created specifically for you: the reports, the assessments, the code written for your system, the configuration, the evaluation datasets built from your data and the documentation. Ownership transfers when the final payment for that work clears, not before. Until then you have a license to use the deliverables for the purpose of the engagement.
Your data, your documents and your systems remain entirely yours. We receive only the access the work needs, for as long as it needs it, and the data processing addendum governs any personal data inside them.
What we keep
We retain everything we brought with us or developed independently: our test suites, evaluation harnesses, scaffolding, checklists, questionnaires, internal libraries, know-how and methods, including improvements we make to them while working for you. Nothing in an engagement transfers that, and nothing stops us doing similar work for other clients.
Where a deliverable contains any of that pre-existing material, you get a perpetual, worldwide, non-exclusive, royalty-free license to use, copy, modify and run it as part of the deliverable, including through your own contractors. That license does not let you sell it, license it on, or distribute it as a standalone product.
Deliverables can include third party and open source components. Those stay under their own licenses, which we identify in the deliverable so your own review can check them.
Products bought from this site
A template, toolkit or report you buy is licensed to your organization for internal use. You may adapt it and use it as much as you like inside your own group, including with your advisors. You may not resell it, publish it, or distribute it outside your organization. A reference implementation sold with source code carries the license stated on its product page, and that license governs.
Naming you
We will not name you as a client, use your logo, or describe your engagement publicly without your written permission, and permission for one thing is not permission for another. That policy is the reason this website names no clients and shows no logos.
10. Confidentiality
Each of us will keep the other’s confidential information confidential, use it only for the engagement, and share it only with the people who need it for the engagement and who are under equivalent obligations. That covers your systems, your data, your findings and your commercial terms, and it covers our methods, our tooling and our pricing where it is not published.
The usual four exceptions apply. Information is not confidential if it:
- was already public, or becomes public without either of us breaching this;
- was already known to the receiving party without an obligation of confidence;
- is developed independently without using the other party’s information;
- must be disclosed by law, a court or a regulator, in which case the party under the obligation tells the other first where it is lawfully allowed to, and discloses no more than is required.
These obligations continue for five years after the engagement ends, and indefinitely for anything that is a trade secret or personal data. Where a separate non-disclosure agreement is in place between us, that agreement governs and this section fills only the gaps.
Findings from your engagement are not published, reused as case material, or shown to another client, with or without your name on them.
11. Personal data
Where we process personal data on your behalf during an engagement, you are the controller and we are the processor, and the data processing addendum applies and forms part of this agreement. It covers roles, security, subprocessors, breach notification, deletion at the end and international transfers.
What we do with your details as a visitor and an enquirer, which is a separate question, is in the privacy notice. Both documents are drafts pending legal review, exactly as this one is.
12. What we warrant, and what we do not
We warrant that:
- we will perform the services with reasonable skill and care, by people competent to do the work;
- the deliverables will be our own work or properly licensed, and will not knowingly infringe anyone else’s intellectual property;
- we will follow your reasonable site and security rules while working on your systems.
What no honest assessor can warrant
No security assessment finds every vulnerability, and no evaluation finds every failure mode. A red team exercise establishes that specific attacks did or did not succeed, on the day it ran, against the system as it was configured that day. It is evidence, not a guarantee that the system is secure, and a system changes the moment you deploy again.
Language models are non-deterministic. An accuracy or grounding figure we measure is a measurement of a defined dataset under defined conditions. It is not a promise about every future output, and we will always tell you what the dataset was so you can judge how far the number carries.
We do not warrant that following our recommendations makes you compliant with any law, or that it produces a passing audit or certification. Compliance is decided by regulators, auditors and courts, and none of those are us.
Except as set out above, and to the fullest extent the law allows, the services and deliverables are provided without other warranties, express or implied. Nothing in these terms excludes or limits liability that cannot lawfully be excluded, including liability for death or personal injury caused by negligence, and liability for fraud or fraudulent misrepresentation.
13. Limitation of liability
Subject to the paragraph above about liability that cannot be excluded:
- Neither of us is liable to the other for loss of profit, loss of revenue, loss of anticipated savings, loss of business, loss of goodwill or reputation, or any indirect or consequential loss, however it arises.
- Our total liability arising out of or in connection with an engagement, whether in contract, tort including negligence, or otherwise, is limited to the total fees you have paid us under that engagement.
- That cap does not apply to a breach of the confidentiality section, to a breach of the data processing addendum, or to our indemnity for third party intellectual property claims about our deliverables.
- You are responsible for keeping backups of your own systems and data before we test them, and for maintaining your own insurance. We will tell you before we run anything that could plausibly disrupt a production system, and we will not run it without your written go ahead.
14. Term and termination
- Either of us may end an engagement if the other commits a material breach and has not fixed it within 30 days of written notice describing it.
- Either of us may end an engagement immediately if the other becomes insolvent, enters administration or an equivalent process, or stops trading.
- You may end an engagement in progress for your own reasons on written notice. You pay for the work done up to that date, plus any non-cancellable cost we have already committed for you, and we hand over whatever exists at that point, in its current state.
- When an engagement ends for any reason, we delete or return your data on the terms in the data processing addendum, and we confirm it in writing.
- The sections on intellectual property, confidentiality, warranties, liability and governing law survive termination, along with any other section that by its nature is meant to.
15. Events outside either party's control
Neither of us is in breach for a delay or failure caused by something genuinely outside our reasonable control, such as a natural disaster, war, an act of government, a general failure of internet or power infrastructure, or an outage at a provider that is not our subcontractor. The affected party tells the other promptly, both of us try to work around it, and if it lasts more than 60 days either of us may end the affected engagement, with payment due for work already done. A shortage of money is never a force majeure event.
16. General
- Independent contractors. We work as an independent contractor. Nothing here creates a partnership, a joint venture, or an employment relationship, and neither of us can bind the other.
- Subcontracting. We may use subcontractors for part of an engagement, and we remain responsible for their work as if it were our own. Where a subcontractor would process your personal data, the subprocessor rules in the data processing addendum apply.
- Assignment. Neither of us may assign this agreement without the other’s written consent, except to a successor of the whole business.
- Entire agreement. The documents listed in section 2 are the whole agreement between us on their subject matter, and they replace anything discussed beforehand. Neither of us relied on a statement that is not written in them. This does not limit liability for fraud.
- Severability. If a court finds part of this unenforceable, the rest continues, and the unenforceable part is read down to the smallest change that makes it work.
- No waiver. Not enforcing something once does not waive the right to enforce it later.
- No third party rights. Only you and we can enforce this agreement.
- Notices. Formal notice is given by email to hello@metaminds.store and to the address you give us, and by post to Provided on request. Email notice takes effect on the next business day.
- Language. The agreement is in English, and an English version governs any translation.
17. Governing law and disputes
Deliberately unfilled
The governing law of this agreement is [governing law pending] and disputes are decided by [dispute forum pending].
We are not going to name a jurisdiction here for the sake of having something on the page. The choice depends on where the entity is registered, which is itself still open in section 1, on where our clients are, on whether an arbitration clause is worth having for cross border work, and on how a judgment would actually be enforced against a party on another continent. It is a decision for a lawyer and the owner, and it goes in before these terms are used.
Until it is filled in, the governing law and forum for an engagement are the ones written into the signed order form or into your own agreement, and if neither says anything, we will agree them in writing before work starts.
Before either of us starts a formal action, we will each put someone senior on a call to try to settle it. That is a request, not a bar on going to court, and either of us may seek an injunction at any time to protect confidential information or intellectual property.
18. Changes to these terms
The version of these terms that applies to an order is the version published when the order was placed. We keep previous versions and will send you the one that applied to your engagement on request. A change never applies retrospectively to work already ordered.