01 Acceptance of Terms
By engaging Five Cloud AI for any service, accessing our website, or executing a written proposal, statement of work, or master services agreement with us, you (“the Client”) acknowledge that you have read, understood, and agreed to be bound by these Terms & Conditions in their entirety.
These terms operate as the default contractual framework. Where a written proposal or statement of work includes more specific or conflicting provisions, the proposal terms take precedence to the extent of the conflict.
02 Scope of Services
Five Cloud AI provides professional services in the areas of digital transformation, automation, custom software development, and AI implementation. The exact scope, deliverables, milestones, and timelines for each engagement are defined in the corresponding proposal or statement of work.
Any services not explicitly listed in the agreed scope — including but not limited to additional features, third-party integrations, ongoing maintenance, or training beyond the agreed allocation — are considered out of scope and may be subject to separate quotation.
03 Engagement & Deliverables
Engagements proceed in transparent, iterative cycles with regular delivery checkpoints. The Client is expected to provide timely feedback, access, and information necessary for us to perform the work. Material delays in Client response may impact agreed timelines.
Change requests outside the original scope are documented as written addenda specifying the change, its cost, and its timeline impact. No out-of-scope work commences without the Client’s written approval.
04 Fees & Payment
Fees are stated in the proposal or statement of work. Unless otherwise agreed in writing:
- A non-refundable down payment is required prior to project commencement;
- Subsequent payments are tied to milestone delivery;
- Invoices are due within fourteen (14) calendar days of issuance;
- Overdue amounts may accrue late charges and may result in suspension of services until cleared.
All fees are stated exclusive of applicable taxes (VAT, withholding) unless explicitly noted otherwise. The Client is responsible for any taxes for which it is the statutory taxpayer.
05 Intellectual Property
Upon full payment of all fees due under an engagement, the Client receives a perpetual, non-exclusive license to use the deliverables for its internal business operations. Where the proposal explicitly assigns ownership, full intellectual property rights to deliverables transfer to the Client upon final payment.
Five Cloud AI retains ownership of pre-existing materials, internal tooling, libraries, frameworks, and general know-how developed independently of the engagement. The Client is granted a license to use such materials only to the extent they are embedded in the deliverables and only for the deliverables’ intended purpose.
Third-party components (open-source libraries, commercial APIs) remain governed by their respective licenses, which the Client agrees to honor.
06 Confidentiality
Each party agrees to treat information disclosed by the other party in connection with the engagement as confidential and to use such information solely for the purposes of performing under the agreement. Confidentiality obligations survive termination of the engagement for a period of three (3) years, except for trade secrets, which remain protected indefinitely.
07 Warranties & Disclaimers
We warrant that our services will be performed with the skill and care reasonably expected of competent professionals in the field. For thirty (30) days following final delivery of any deliverable, we will, at our cost, correct material defects that prevent the deliverable from operating substantially in accordance with the agreed specifications.
Except as expressly set out in these terms or in the engagement proposal, the services and deliverables are provided “as is.” All implied warranties, including merchantability and fitness for a particular purpose, are disclaimed to the maximum extent permitted by law.
08 Limitation of Liability
To the maximum extent permitted by law, Five Cloud AI’s aggregate liability arising out of or in connection with any engagement shall not exceed the total fees paid by the Client for that engagement during the twelve (12) months preceding the event giving rise to the claim.
Neither party shall be liable for indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, data, business opportunity, or goodwill, even if advised of the possibility of such damages.
09 Termination
Either party may terminate an engagement by written notice if the other party materially breaches its obligations and fails to cure such breach within fourteen (14) days of written notice. Upon termination, the Client shall pay for all services performed and expenses incurred up to the effective date of termination. Provisions intended by their nature to survive (intellectual property, confidentiality, liability, governing law) shall continue in force.
10 Governing Law & Disputes
These Terms & Conditions are governed by and construed in accordance with the laws of the Republic of Indonesia. The parties agree to attempt in good faith to resolve any dispute through direct negotiation first. Where direct resolution fails, disputes shall be referred to the Indonesian National Board of Arbitration (BANI) in Jakarta, conducted in the English or Indonesian language as the parties may agree.
For questions or notices concerning these terms, please contact information.fikri@gmail.com.