Terms & conditions

Who you are dealing with

We trade as Embedy. In these terms, "we", "us" and "our" mean the company below, and "you" means the business reading the site or engaging us.

Registered name

Embedy, SIA

Registration number

40203614227

VAT number

LV40203614227

Registered address

Mēness iela 21 k-1 - 14, Rīga, LV-1013, Latvia

Email

ed@embedy.ai

Website

embedy.ai

Who these terms are for

This site offers professional services to businesses, and only to businesses. By using it or sending an enquiry you confirm that you are acting for purposes within your trade, business, craft or profession, and not as a consumer.

If you are a private individual acting outside a business, please do not use the enquiry form. This is not us being unhelpful: mandatory consumer protection law in your own country would apply to you whatever this page said, these terms are not written to sit alongside it, and a contract written on the wrong footing helps neither of us. Write to us instead and we will tell you honestly whether we can help and on what basis.

What this site is, and is not

Everything here is information. Prices, budget bands, timescales such as running in four weeks, descriptions of past work and the figures inside them are illustrations of what we have done or can do. None of it is an offer capable of acceptance, a quotation, or a promise of a particular result in your business.

We work at keeping the site accurate and we do not guarantee that it is. Content goes out of date and pages can be wrong. If something here matters to a decision you are about to take, ask us and we will confirm it in writing, which is the version you can rely on.

We may change, move or withdraw any part of the site at any time, and we do not promise it will always be available.

Using it, you agree not to do anything unlawful with it, not to try to reach parts of it that are not public, not to attempt to degrade or interrupt it for anybody else, and not to harvest it automatically. The last one is the only one anybody does by accident: see the section on ownership for what that means for training data.

Sending an enquiry

Filling in the form does not create a contract and obliges neither of us to anything. It starts a conversation.

You agree that what you put in it is accurate, that you are entitled to give it to us, and that you will not use it to send unlawful material, anybody else's confidential information, or personal data about third parties that you have no right to share. What happens to the form afterwards is set out in the privacy policy.

We treat what you send as confidential in practice, and we will not pass it on. Be aware, though, that no non-disclosure agreement is in place until one is signed, and a web form is not a secure channel. If what you need to tell us is genuinely sensitive, send us an outline and ask for an NDA first. We will sign a reasonable one, and we would rather do that than have you either overshare or say nothing useful.

We may decline an enquiry without giving a reason, and occasionally do.

How we actually contract

Work starts when we have both signed a proposal, statement of work or order form. That document carries the scope, the fee, the timetable, the people and anything else specific to the job, and it is the document that decides what we owe you.

Where a signed proposal conflicts with these terms, the proposal wins for that engagement. Where a data processing agreement is in place and conflicts with either of them, the data processing agreement wins on anything concerning personal data. Order of precedence: data processing agreement, then proposal, then these terms.

You will notice that this page carries no prices, no rates and no fixed periods. That is deliberate. A number on a public page is a promise made to everybody before anybody has described their situation, and the honest place for a fee, a notice period, a review window or a defect period is the proposal for a particular job, where it can be set against what that job actually is. Where a clause below says the proposal sets something out, it means exactly that, and you will have seen the figure and agreed it before anything is signed. If a proposal is ever silent on one of them, read it as whatever is reasonable in the circumstances, which is what a court would do anyway.

Fees, invoices and late payment

Fees are as stated in the signed proposal, in euro, and exclusive of VAT, which we add where it is due. If you are a VAT registered business in another EU member state the reverse charge will usually apply and you account for the VAT yourself, so give us your VAT number before we invoice rather than after.

Invoices are payable in euro by bank transfer, on the payment terms the proposal sets out. Charges levied by your own bank are yours.

Late payment between businesses is a statutory matter and we apply it as the law provides rather than inventing a penalty of our own: interest at the statutory rate from the day after payment was due, the fixed recovery sum, and any reasonable further costs of recovery, all as set by Directive 2011/7/EU on combating late payment in commercial transactions as implemented in Latvia. The rate moves with the European Central Bank, which is why it is not written out here. We would always rather send a reminder first, and usually do.

Where an invoice is significantly overdue we may suspend work, after telling you, until it is paid. Restarting a suspended project takes real time and that time is chargeable.

Third party costs we commit to on your behalf, such as model usage, cloud capacity, licences and subscriptions, are passed through at cost unless the proposal says otherwise, and become your responsibility from the date we commit to them rather than the date you use them.

What we promise

We will perform the services with the reasonable skill and care to be expected of a competent provider of the same services, using people with the expertise the work needs, and within the scope the signed proposal sets out.

We will meet agreed dates where we reasonably can. Those dates assume you supply what you agreed to supply at the time you agreed to supply it. Where your delay moves our schedule, the schedule moves, and we will tell you by how much rather than letting you discover it.

Beyond that, and as far as the law allows, there are no other warranties, conditions or terms implied into what we do. In particular we do not warrant that any system will be uninterrupted or free of defects, or that it will produce any specific commercial outcome.

Changing the scope

Scope changes. That is normal on this kind of work and is not a problem between reasonable people, as long as it is visible.

Any change to what was agreed, whether it adds work, removes it or replaces it, is agreed in writing before it starts, as an email is enough. We will tell you what it does to the fee and to the timetable before you decide, including when the answer is that it costs nothing.

We will not do unpriced work and then invoice you for it, and we will not quietly absorb a change either, because a studio that absorbs the fourth change is one that is already behind on the fifth. If a change is small enough that pricing it would cost more than doing it, we will say so and do it.

Signing work off

When we deliver something for review, you have the review period the proposal sets out to tell us what is wrong with it against the agreed scope. We fix anything in that list that is genuinely within scope at no extra cost, for the number of revision rounds the proposal includes.

If that period passes with nothing from you, or you put the work into live use, it counts as accepted. This is not a trap and it is not about getting out of fixing things: the defect period below runs from that point, and an open-ended review window is how projects end up unfinished for a year with nobody able to say whose turn it is.

Feedback that asks for something the agreed scope does not include is welcome and is a change, not a revision. See the section above.

If something we built is broken

For the defect period the proposal sets out, running from acceptance, tell us about anything that does not do what the proposal said it would and we will fix it at our own cost. We set that period deliberately longer than is usual for this kind of work, because these are systems running against a real business, and a fault in a process that only comes round monthly cannot show itself in a few weeks.

What that does not cover is a change in something underneath us, a model deprecated or repriced by its provider, an API that changed shape, a tool you replaced; work you or somebody else did to the system after we handed it over; or the system being used for something it was not built for. Those are all real things that happen and we are glad to be engaged to deal with them. They are not defects.

After it ends, or for anything on that list, there is usually a support arrangement and we will quote one. We would rather you had one than discovered you needed one.

What you provide

• The material, access, credentials, data and decisions the work needs, promptly and accurately.
• A named person with authority to approve things, and prompt answers to questions that are blocking us.
• Confirmation that you own or are licensed to use everything you hand us, and that we may use it for the engagement.
• Your own systems, your own backups, and the security of credentials at your end. We will tell you if we think something you have given us is exposed, but your estate is yours.
• Confirmation that neither you nor anyone who controls you is subject to EU, Latvian, United Nations, United Kingdom or United States sanctions, and that nothing we build for you will be used in breach of sanctions or export controls.

When a project stalls

Sometimes a project goes quiet at your end. A decision needs somebody who is away, a priority moves, the person we work with leaves. It happens and it is not held against anybody.

What it costs is real, though, so: if we are left waiting on you for an extended period we may pause the engagement and put the team on other work, after telling you. Restarting means getting people back onto something they have put down, so a restart is chargeable at our standard rate for the time it genuinely takes. The proposal says what counts as extended for your engagement.

If a pause runs on well past that with no sign of the work resuming, we may treat the engagement as finished, invoice for what was done to that point, and hand over what exists. Picking it up later is a new engagement, and we will price it honestly against what is still usable rather than charging you twice for the same work.

People

We may use subcontractors and specialist freelancers, and on most projects we do. They work under the same confidentiality obligations we do and we stay responsible to you for their work, exactly as if it were ours. You are not taking on a chain of suppliers; you have one.

Neither of us will, during an engagement or for the period afterwards that the proposal sets out, solicit or employ somebody who worked on it for the other without the other's written agreement. This matters more to a small studio than to a client: the person who built your system is frequently the best hire you could make, and losing them is the one thing that would genuinely damage us. If you want to hire somebody anyway, talk to us. We will usually agree, against a fee that reflects what replacing and retraining that person actually costs. Nothing here stops anyone answering a public job advertisement that was not aimed at them.

We are not exclusive to you and you are not exclusive to us. We work with other companies, sometimes in your sector, always inside the confidentiality obligations above. If that is a genuine problem for a particular engagement, raise it before the proposal is signed and we will talk about what an exclusivity arrangement would cost.

AI systems, and what they can and cannot do

The services involve artificial intelligence. These are the terms that follow from that honestly, rather than the ones that would be most comfortable to write.

• AI output is probabilistic, not deterministic. The same system can answer the same question differently, and a wrong answer can be delivered as confidently as a right one. Anything we build is designed to have a person between its output and a consequence, and you agree to keep it that way wherever the consequence is legal, financial, medical, safety related or about somebody's employment.
• We do not warrant an accuracy rate, and we do not accept liability for a decision taken on an AI output without the human review the design calls for.
• Models, APIs and tools come from third parties, for example OpenAI, Anthropic, Google, or an open model you choose to host. They set their own terms, prices, rate limits, deprecation dates and availability, and they change them without consulting us. We will tell you which ones a system depends on before we build it and design for substitution where we sensibly can. A change at their end is not a breach at ours, though helping you through it is part of the job.
• You decide what data goes into a system we build. Where it includes personal data you are the controller and we are the processor, and we will sign an agreement meeting Article 28 of the GDPR before any of it reaches us. Deciding that a use is lawful, telling the people involved about it, running any assessment it needs and meeting your own obligations under the GDPR and the EU AI Act are yours. Helping you do all of that is work we are glad to be engaged for, and it is not the same thing as it being our responsibility by default.
• Where a system falls into a regulated category under Regulation (EU) 2024/1689, the AI Act, you will usually be its deployer and, if you put your own name on it, its provider. We will tell you what we believe applies and build to it. We are not your compliance function and nothing we say is legal advice.
• We will not knowingly build a system for a purpose prohibited under the AI Act, and we may stop work without liability if it becomes clear that is what one is for.

Who owns what

The site, its code, its text, its drawings and animations, and the Embedy name and mark, are ours or our licensors'. You are welcome to read it and to link to it. You may not copy, scrape, republish or mine it, and you may not use it as training data for a model, without our written permission. Automated collection of the content of this site is not permitted.

Other companies' names and logos appear on the site to identify the tools we work with. They belong to their owners, and their presence is not a claim that those owners endorse us.

For client work: what we make specifically for you under a signed proposal becomes yours on full payment, and where an assignment is needed to achieve that we will sign one.

What stays ours is what we had before the engagement, and the methods, frameworks, prompts, components, tooling and know-how we bring to every job. To the extent any of that is embedded in what we deliver, you get a perpetual, worldwide, non-exclusive, irrevocable licence to use it as part of the deliverable. We may reuse it elsewhere. We will never reuse anything confidential to you, and we will not reuse your data.

Unless the proposal says otherwise, we may state that we worked with you and show the work once it is public. Tell us not to and we will not, and you do not need a reason.

Confidentiality

Each of us will keep the other's confidential information confidential, use it only for the engagement, and disclose it only to people who need it and are under the same obligation. That holds for the engagement and afterwards, for as long as the information is in fact still confidential, and for as long as it remains a trade secret within the meaning of the Trade Secret Protection Law. No clock runs out on it while it is still a secret, which is the only version of this clause worth having.

It does not apply to information that is public without a breach, that the receiving party already had, that it develops independently without using the other's information, or that it is required to disclose by law or by a court, where it tells the other party first if it is lawfully able to.

Liability

Nothing in these terms limits or excludes liability that cannot be limited or excluded by law. That includes liability for intentional harm or gross negligence, for death or personal injury caused by negligence, and for fraud or fraudulent misrepresentation. Latvian law does not permit those to be contracted away and we are not attempting it.

Subject to that, neither of us is liable to the other for loss of profit, loss of revenue, loss of anticipated savings, loss of business or opportunity, loss or corruption of data, business interruption, or any indirect or consequential loss, however it arises and whether or not it was foreseeable.

Subject to the same, our total liability for everything connected with an engagement, whether in contract, tort including negligence, or otherwise, is limited to the fees you have actually paid us under that engagement. Where no fees have yet been paid, it is limited to the nominal amount the proposal states.

For the site rather than an engagement: we provide it as it is, and our liability arising out of your use of it is limited as far as the law allows.

You will indemnify us against third party claims arising out of material you gave us, instructions you gave us that we followed, or use of a deliverable outside what the proposal describes.

A claim must be brought within the period the proposal sets out, running from the day you became aware, or ought reasonably to have become aware, of the facts giving rise to it.

These limits are a deliberate allocation of risk between two businesses and the fees reflect them. If you need a higher cap, say so before the proposal is signed and we will price it rather than pretend the question was never asked.

Ending an engagement

Either of us may end an engagement for convenience on the written notice the proposal sets out. You pay for work done up to the end date and for commitments we had reasonably made by then.

Either of us may end it immediately if the other is in material breach and has not put it right within a reasonable period of being told about it, or becomes insolvent or subject to insolvency proceedings.

On ending, we hand over what you have paid for in a usable form, each of us returns or deletes the other's confidential information on request except what must be kept by law or sits in routine backups until they rotate, and the clauses meant to survive do: confidentiality, ownership, liability, and law and courts.

Things outside anyone's control

Neither of us is in breach for a delay or failure caused by something genuinely outside our reasonable control, including war, civil unrest, natural disaster, epidemic, failure of public telecommunications or power, an act of state, or the withdrawal or failure of a third party platform a system depends on. The affected party tells the other promptly and both work around it. If it runs on long enough that the engagement no longer makes sense, either of us may end it and you pay for what was done.

Links and tools on this site

Some links lead to other companies' websites, including the question links that open ChatGPT or Claude with a question already typed. We do not control them, we are not responsible for their content or their availability, and what happens there is governed by their terms and their privacy policies rather than ours.

Personal data

What we do with personal data collected through this site, including what we store on your device and how to change it, is in the privacy policy. It forms part of these terms. Where we process personal data for you as part of an engagement, a separate data processing agreement governs it and takes precedence.

Changes to these terms

We may change these terms. The version on this page governs your use of the site from the moment it is published, and the date at the top says when it last moved. A change here does not change a proposal you have already signed; that takes an agreement between us.

Law and courts

These terms, and any dispute or claim arising out of or in connection with them including non-contractual ones, are governed by the law of the Republic of Latvia. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The courts of Riga, Latvia have exclusive jurisdiction, and both of us agree to that. It does not stop either of us applying to any competent court for an injunction to protect confidential information or intellectual property.

Before either of us starts proceedings, we both agree to spend a reasonable period genuinely trying to settle the matter between the people actually responsible for it. This is not a condition of bringing a claim and nothing is lost by trying it first.

These terms are written in English. If we provide a translation for convenience, the English version governs.

The usual clauses, which still matter

• If a clause turns out to be unenforceable, it is severed and the rest stands. Where severing it would defeat the point, both of us will agree a replacement that gets as close to the original intention as the law allows.
• Not enforcing something once is not giving it up. A waiver counts only if it is in writing.
• You may not assign or transfer your rights under an engagement without our written consent, which we will not unreasonably withhold. We may assign ours to a company that acquires our business, and will tell you.
• Nothing here makes us partners, joint venturers, or each other's agent or employer. Each of us is an independent contractor.
• Nobody who is not a party to an engagement has the right to enforce any part of it.
• A signed proposal together with these terms and the privacy and cookie policies is the whole of what was agreed, and replaces anything said beforehand. That does not exclude liability for fraudulent misrepresentation, and nothing would.
• Notices go in writing to ed@embedy.ai for us, and to the address on your proposal for you. An email is treated as received on the next business day.

Getting in touch

Anything about these terms goes to ed@embedy.ai, or by post to Mēness iela 21 k-1 - 14, Rīga, LV-1013, Latvia. If a term here does not work for your business, say so before you sign rather than after. Most of this is negotiable, and the parts that are not have a reason we are happy to explain.