These Terms of Service (“Terms”) govern your access to and use of Metaheuristic (“we”, “us”, “our”) - an applied AI agency that designs, builds, and operates production AI systems such as agentic workflows and permission-aware RAG. By engaging us, signing a statement of work, or using anything we deliver, you agree to these Terms together with the applicable engagement agreement.
1. Who can use the service
You must be at least 18 years old and able to enter into a binding contract. If you engage Metaheuristic on behalf of a company, you represent that you have authority to bind that company.
2. Engagements and statements of work
Each engagement (audit, blueprint sprint, build, or retainer) is defined by a statement of work (“SOW”) that sets out scope, milestones, deliverables, success metrics, and fees. Where these Terms conflict with a signed SOW, the SOW controls for that engagement.
3. Your materials and data
To perform an engagement you may give us access to documents, code, systems, credentials, and data (“Client Materials”). You grant us a limited, non-exclusive license to access and use Client Materials solely to deliver the engagement. You retain ownership of your Client Materials. We do not use your data or code to train models, and we do not share it beyond the people working on your engagement.
You agree not to provide:
- Material you do not have the right to share
- Live secrets or production credentials beyond what an engagement requires
- Personal data without a lawful basis and any required data-processing agreement
- Malware, illegal content, or material designed to harm our systems
4. Deliverables and ownership
On full payment for an engagement, you own the deliverables and custom code we create for you under that SOW. We retain ownership of our pre-existing tools, libraries, and know-how, and grant you a perpetual, non-exclusive license to use them as embedded in your deliverables. Third-party and open-source components remain under their own licenses.
5. Models, providers, and outputs
We build on third-party AI providers and open-source models. Their availability, pricing, and behavior are outside our control. AI systems are probabilistic and can produce incorrect or incomplete output; you are responsible for human oversight, approvals, and acceptance testing appropriate to your use case before relying on any system in production.
6. Fees and payment
Fees are set in each SOW - fixed-scope for audits and builds, or recurring for retainers. Invoices are due within the period stated in the SOW. Fixed-scope fees are non-refundable once the corresponding milestone is delivered. Retainers renew until cancelled with the notice stated in the SOW. Billing questions: billing@metaheuristic.co.
7. Confidentiality
Each party will protect the other’s confidential information and use it only to perform or receive the engagement. We treat your Client Materials and any systems we build for you as confidential.
8. Acceptable use
You may not use our work to build systems that violate law, infringe rights, or cause harm, and you may not misrepresent AI output as human where doing so is unlawful. You are responsible for operating delivered systems in line with applicable regulation, including the EU AI Act where it applies to you.
9. Suspension and termination
Either party may terminate an engagement as set out in the SOW. We may pause work for non-payment or if continuing would create a security or legal risk. Fees for work performed up to termination remain payable.
10. Disclaimers
THE SERVICES AND DELIVERABLES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND EXCEPT AS EXPRESSLY STATED IN A SOW. We do not warrant that any AI system will be error-free, that it will catch every defect, or that third-party providers will be uninterrupted.
11. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO AN ENGAGEMENT IS LIMITED TO THE AMOUNTS YOU PAID US FOR THAT ENGAGEMENT IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
12. Changes
We may update these Terms. Material changes will be announced by email or in writing at least 14 days before they take effect. Continued engagement after the effective date constitutes acceptance.
13. Contact
Questions: legal@metaheuristic.co