Terms of Service

Last updated: May 2026

These Terms of Service ("Terms") govern your engagement with Regnor Knowledge ("we", "us", "our"), a service of Flowcraft, based in Bangalore, Karnataka, India. By engaging our services, you ("Client", "you", "your") agree to these Terms. These Terms apply to all clients globally, regardless of jurisdiction.

1. Service Description

Regnor Knowledge designs and delivers structured knowledge extraction systems. Our service is consultative and project-based. We deliver a system; we do not operate it on your behalf.

1.1 What we deliver

Our deliverables typically include some or all of the following, as defined in the project proposal:

• Extraction templates - structured templates for entities, markets, concepts, products, sources, and other domain-specific knowledge types, defining exactly what fields to extract from each document type.
• Prompts and pipeline logic - tested prompts for use with large language models (LLMs), including deduplication rules, merging logic, and quality checks.
• Wiki architecture - folder structure, naming conventions, cross-linking rules, and page templates designed for browsability and compounding.
• Operational documentation - step-by-step guides for your team to operate the system independently, including troubleshooting and extension guidelines.
• Calibration output - sample extracted pages demonstrating the system working on real or representative documents.

1.2 What we do NOT do

• We do not process your documents on an ongoing basis.
• We do not host, store, or manage your knowledge base after delivery.
• We do not provide ongoing access to any software platform or subscription service.
• We do not retain access to your systems, infrastructure, or data after the engagement concludes.

2. Engagement Process

Every engagement follows a structured process designed for clarity and mutual agreement at each stage:

2.1 Discovery call

A 30-minute conversation to understand your domain, document types, team structure, and requirements. This call is free, carries no obligation, and no documents need to be shared. Its purpose is to determine whether our service is a good fit for your needs.

2.2 Proposal

Following the discovery call, if both parties wish to proceed, we send a written proposal. The proposal constitutes a binding offer and includes:

• Detailed scope of work - what will be delivered and what is excluded.
• Timeline - estimated start date, milestones, and delivery date.
• Deliverables - explicit list of what you will receive.
• Fixed price - the total engagement fee, payment schedule, and accepted payment methods.
• Assumptions - any dependencies on your side (e.g., timely feedback, access to document descriptions).

The proposal is valid for 30 days from the date of issue unless otherwise stated.

2.3 Acceptance and commencement

The engagement begins upon:

• Your written acceptance of the proposal (email confirmation is sufficient).
• Receipt of the agreed deposit payment.

The proposal, these Terms, and any subsequent written amendments together constitute the complete agreement between the parties.

2.4 Delivery and handover

Upon completion, we deliver all agreed deliverables to you via a method agreed in the proposal (e.g., shared repository, file transfer, or direct handover). Delivery is considered complete when:

• All deliverables listed in the proposal have been provided.
• You have confirmed receipt (or 7 days have passed since delivery without objection).

3. Intellectual Property and Ownership

Intellectual property is the most important clause in a consulting engagement. We make it simple:

3.1 What you own (everything we deliver)

Upon full payment of all fees:

• All deliverables - templates, prompts, architecture, documentation, and calibration output - become your exclusive property.
• You receive a complete, irrevocable, worldwide, royalty-free assignment of all intellectual property rights in the deliverables.
• You may modify, extend, redistribute, sublicense, or commercialize the delivered system without restriction or attribution.
• We retain no license, access, or claim to the delivered work.

3.2 What we retain (general knowledge only)

We retain the right to use:

• General knowledge, skills, techniques, and methodologies developed or refined during the engagement.
• Know-how about extraction patterns, prompt engineering approaches, and wiki architecture principles - at a general, non-client-specific level.

This means we can apply lessons learned to future work with other clients, but we will never disclose, reuse, or replicate your specific templates, domain taxonomy, proprietary terminology, or any confidential information.

3.3 Pre-existing IP

If we incorporate any pre-existing intellectual property (e.g., a general-purpose template framework we developed independently) into the deliverables, we grant you a perpetual, irrevocable, royalty-free license to use, modify, and distribute that pre-existing IP as part of the delivered system. We will disclose any pre-existing IP in the proposal or during the engagement.

3.4 Your existing IP

You retain all rights to your existing intellectual property, including your documents, data, domain knowledge, and any materials you provide during the engagement. Our engagement does not transfer any of your IP to us.

4. Client Responsibilities

To deliver effectively and on schedule, we rely on your cooperation in the following areas:

• Domain context - providing a description of your document types, domain taxonomy, and the knowledge structures you want to extract.
• Timely feedback - responding to questions, reviewing interim deliverables, and providing feedback within a reasonable timeframe (typically 5 business days unless otherwise agreed).
• Sample documents (optional) - if you choose to share sample documents for calibration, providing them in a usable format (PDF, DOCX, or plain text).
• Single point of contact - designating one person on your team as the primary contact for the engagement.
• Infrastructure - providing and maintaining the infrastructure on which the delivered system will operate (e.g., Obsidian, Notion, or your chosen markdown environment and LLM API access).

Delays caused by late feedback or unavailability on your side may result in corresponding delays to the delivery timeline. We will notify you if a delay on your side is affecting the project schedule.

5. Confidentiality

Both parties agree to maintain the confidentiality of information exchanged during the engagement.

5.1 What is confidential

"Confidential Information" means any non-public information disclosed by one party to the other during the engagement, including but not limited to:

• Documents, reports, and data shared for system calibration.
• Business strategies, internal processes, and organizational structures.
• Domain taxonomies, proprietary terminology, and classification systems.
• The specific content of deliverables (templates, prompts, architecture) before and after delivery.
• Financial terms of the engagement.

5.2 Obligations

• Each party will use Confidential Information solely for the purpose of the engagement.
• Each party will protect Confidential Information with at least the same degree of care it uses for its own confidential information, and in no event less than reasonable care.
• Neither party will disclose Confidential Information to third parties without prior written consent, except to professional advisors bound by confidentiality obligations.
• We will not disclose your identity as a client, use your name in marketing materials, or publish case studies about your engagement without your explicit written permission.

5.3 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no fault of the receiving party.
• Was already known to the receiving party before disclosure.
• Is independently developed by the receiving party without reference to the Confidential Information.
• Is required to be disclosed by law, regulation, or court order - in which case the disclosing party will be notified promptly (to the extent legally permitted) so they may seek protective measures.

5.4 Duration

Confidentiality obligations survive the termination of the engagement and remain in effect for 3 years after the engagement concludes, or indefinitely for trade secrets.

5.5 Document handling

Sample documents shared during the engagement are subject to the following handling rules:

• Stored on encrypted local storage only (not cloud-synced).
• Used solely for system calibration and testing.
• Not shared with any third party (including LLM providers) without your explicit written consent.
• Permanently deleted within 14 days of project completion.
• Deletion confirmed in writing upon request.

6. Payment Terms

6.1 Pricing

• All engagements are fixed-price, agreed in writing in the proposal before work begins.
• The price includes all deliverables specified in the proposal. There are no hidden fees.
• Prices are quoted in the currency specified in the proposal (typically USD or INR).

6.2 Payment schedule

• A deposit (typically 50% of the total fee) is required before work begins.
• The remaining balance is due upon delivery of all agreed deliverables.
• For larger engagements, milestone-based payments may be agreed in the proposal.

6.3 Payment methods

We accept payment via bank transfer (SWIFT/wire transfer for international clients, NEFT/UPI for Indian clients). Payment details are provided on the invoice.

6.4 Late payment

If payment is not received within 14 days of the due date:

• We will send a written reminder.
• If payment remains outstanding after 30 days, we reserve the right to suspend work until payment is received.
• Interest may be charged on overdue amounts at a rate of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower).

6.5 Taxes

All prices are exclusive of applicable taxes. For Indian clients, GST will be charged as applicable. For international clients, you are responsible for any withholding taxes, import duties, or local taxes applicable in your jurisdiction. If withholding tax applies, the payment to us must be grossed up so that we receive the full invoiced amount after deduction.

7. Revisions and Scope Changes

7.1 Revisions within scope

The proposal defines the scope of work. Revisions, refinements, and iterations that fall within the agreed scope are included in the fixed price. This includes:

• Adjusting template fields based on testing results.
• Refining prompts based on output quality.
• Restructuring wiki architecture based on your feedback.

7.2 Scope changes

Requests that fall outside the original scope (e.g., adding new document types not discussed, building additional tooling, or extending to new domains) will be handled as follows:

• We will notify you that the request falls outside scope.
• We will provide a written quote for the additional work.
• Work on the additional scope begins only upon your written approval of the quote.
• Scope changes do not affect the timeline or pricing of the original engagement unless explicitly agreed.

8. Use of AI and Large Language Models

Our service involves designing systems that use large language models. This section clarifies how AI is used during and after the engagement.

8.1 During the engagement (our use)

• We may use LLMs (e.g., Claude, GPT, Gemini) to develop, test, and refine extraction prompts.
• When testing prompts, we use synthetic data, anonymized content, or publicly available documents by default.
• We will not submit your actual documents to any LLM provider without your explicit written consent.
• If you consent to LLM processing of your samples, we will disclose the specific provider and confirm that their API terms prohibit using input data for model training.

8.2 After delivery (your use)

• The delivered system is designed to work with any LLM provider of your choice. You are not locked into any specific provider.
• You are responsible for reviewing and accepting the terms of service of your chosen LLM provider.
• You are responsible for ensuring that your use of LLMs complies with applicable laws in your jurisdiction (including data protection, sector-specific regulations, and any AI-specific legislation).

8.3 AI output disclaimer

Large language models can produce inaccurate, incomplete, or fabricated output (commonly called "hallucinations"). The systems we design include source-tracing and verification mechanisms, but:

• We do not guarantee the accuracy of any AI-generated output.
• The extracted knowledge should be treated as a draft that benefits from human review.
• Critical decisions should not be based solely on AI-extracted information without verification against source documents.
• You are responsible for the accuracy of your knowledge base as operated by your team.

9. Warranties and Disclaimers

9.1 What we warrant

We warrant that:

• The deliverables will substantially conform to the specifications described in the proposal.
• The work will be performed with reasonable skill and care, consistent with generally accepted industry standards for knowledge engineering and prompt design.
• The deliverables will not, to the best of our knowledge, infringe the intellectual property rights of any third party.
• We have the right and authority to enter into this engagement and assign the deliverables to you.

9.2 Warranty period

If the deliverables do not substantially conform to the proposal specifications, you may notify us within 30 days of delivery. We will, at our option:

• Correct the non-conforming deliverables at no additional cost; or
• Refund the portion of fees attributable to the non-conforming deliverables.

This warranty does not cover issues arising from modifications made by your team after delivery, use with LLM providers or configurations not discussed during the engagement, or changes in third-party LLM behavior after delivery.

9.3 Disclaimers

Except as expressly stated above:

• The deliverables are provided "as is" after the warranty period.
• We do not warrant that the system will produce error-free output, achieve specific business outcomes, or work with future versions of LLM APIs without modification.
• We do not warrant the continued availability, pricing, or behavior of any third-party LLM provider.
• We make no representations about the suitability of the deliverables for any purpose beyond what is described in the proposal.

10. Limitation of Liability

10.1 Cap on liability

Our total aggregate liability arising out of or in connection with the engagement - whether in contract, tort (including negligence), or otherwise - shall not exceed the total fees actually paid by you for the engagement in question.

10.2 Exclusion of consequential damages

To the maximum extent permitted by applicable law, neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including but not limited to:

• Loss of profits, revenue, or business opportunities.
• Loss of data (beyond the specific data we were entrusted with).
• Loss of goodwill or reputation.
• Cost of procurement of substitute services.
• Business interruption.

This exclusion applies regardless of whether such damages were foreseeable or whether either party was advised of the possibility of such damages.

10.3 Exceptions

The limitations in this section do not apply to:

• Breaches of confidentiality obligations (Section 5).
• Infringement of intellectual property rights.
• Fraud or willful misconduct.
• Your obligation to pay fees due under the engagement.

10.4 Allocation of risk

You acknowledge that:

• The system is a tool designed to assist your team. It does not replace professional judgment.
• You are responsible for verifying AI-generated output before relying on it.
• We are not liable for errors in output produced by your team's operation of the system.
• We are not liable for third-party LLM behavior, outages, pricing changes, or API deprecation.
• We are not liable for loss of data on your infrastructure.

11. Indemnification

11.1 Our indemnification to you

We will indemnify, defend, and hold you harmless from any third-party claims alleging that the deliverables (as delivered by us, unmodified) infringe the intellectual property rights of a third party, provided that:

• You notify us promptly in writing of any such claim.
• You give us sole control of the defense and settlement.
• You provide reasonable cooperation at our expense.

This indemnity does not apply to claims arising from: modifications made by you after delivery, combination of the deliverables with other materials not provided by us, or use of the deliverables in a manner not contemplated by the proposal.

11.2 Your indemnification to us

You will indemnify, defend, and hold us harmless from any third-party claims arising from:

• Your operation of the delivered system.
• The content of documents you process using the system.
• Your use of LLM providers in connection with the system.
• Any violation of applicable law in your jurisdiction arising from your use of the deliverables.

12. Termination

12.1 Termination for convenience

Either party may terminate the engagement with 14 days written notice (email is sufficient). Upon termination for convenience:

• You pay for all work completed to date, calculated proportionally based on the project timeline and milestones achieved.
• All deliverables completed at the time of termination are transferred to you.
• Any sample documents in our possession are deleted within 7 days.

12.2 Termination for cause

Either party may terminate immediately upon written notice if the other party:

• Materially breaches these Terms and fails to cure the breach within 14 days of written notice.
• Becomes insolvent, files for bankruptcy, or ceases to operate as a going concern.
• Engages in conduct that is illegal or materially harmful to the other party's reputation.

12.3 Effect of termination

Upon termination for any reason:

• Sections 3 (IP), 5 (Confidentiality), 9.3 (Disclaimers), 10 (Liability), 11 (Indemnification), and 14 (Governing Law) survive termination.
• Each party returns or destroys the other party's Confidential Information within 14 days.
• Termination does not affect any rights or obligations that accrued before the termination date.

12.4 Refund policy

• If we terminate for convenience or fail to deliver: full refund of any fees paid for undelivered work.
• If you terminate for convenience after work has begun: no refund for work already completed and delivered, but no further payment obligation for undelivered work.
• If you terminate for cause due to our material breach: full refund of fees paid for non-conforming or undelivered work.

13. Force Majeure

Neither party shall be liable for failure or delay in performing obligations under these Terms if such failure or delay results from circumstances beyond the party's reasonable control, including but not limited to:

• Natural disasters (earthquake, flood, pandemic).
• War, terrorism, civil unrest, or government action.
• Internet or telecommunications failures not caused by the affected party.
• Third-party service outages (e.g., LLM provider downtime, cloud infrastructure failure).
• Power outages or hardware failure beyond reasonable prevention.

The affected party must notify the other party promptly and use reasonable efforts to mitigate the impact. If a force majeure event continues for more than 30 days, either party may terminate the engagement without penalty, with payment due for work completed to date.

14. Governing Law and Dispute Resolution

14.1 Governing law

These Terms are governed by and construed in accordance with the laws of India, without regard to conflict of law principles. The Indian Contract Act, 1872, the Information Technology Act, 2000, and the Digital Personal Data Protection Act, 2023 apply to the extent relevant.

14.2 Dispute resolution process

In the event of a dispute arising out of or in connection with these Terms, the parties agree to the following escalation process:

1. Good-faith negotiation - the parties will first attempt to resolve the dispute through direct, good-faith negotiation between the designated contacts. Either party may initiate this by sending written notice of the dispute.
2. Mediation - if the dispute is not resolved within 30 days of the initial notice, either party may refer the dispute to mediation under the rules of a mutually agreed mediation institution. The costs of mediation shall be shared equally.
3. Arbitration - if mediation fails or is not pursued within 60 days, the dispute shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996 (India). The arbitration shall be conducted by a sole arbitrator mutually appointed by the parties, seated in Bangalore, India. The language of arbitration shall be English. The arbitrator's decision shall be final and binding.

14.3 Jurisdiction for international clients

For clients outside India, the parties may mutually agree in the proposal to an alternative governing law or arbitration seat. In the absence of such agreement, the provisions of Section 14.1 and 14.2 apply. Regardless of governing law, the substantive obligations in these Terms (IP assignment, confidentiality, liability caps) remain in effect.

14.4 Injunctive relief

Nothing in this section prevents either party from seeking urgent injunctive or equitable relief from a court of competent jurisdiction to prevent irreparable harm (e.g., breach of confidentiality, IP infringement).

15. No Vendor Lock-in

This is a core principle of our service and we formalize it here:

• All deliverables are built on plain-text markdown, standard prompts, and open formats.
• The system works with any LLM provider (Claude, GPT, Gemini, Llama, Mistral, or local models) and any markdown-compatible tool (Obsidian, Notion, VS Code, or any text editor).
• There is no proprietary format, no required subscription, no API dependency on Regnor Knowledge, and no ongoing licensing fee.
• After delivery, you can operate, modify, extend, or completely rebuild the system without any involvement from us.
• We do not build systems that require our continued participation to function.

16. Non-Solicitation

During the engagement and for 12 months after its conclusion, neither party will directly solicit for employment any employee or contractor of the other party who was involved in the engagement, without prior written consent. This does not restrict either party from hiring individuals who respond to general public job postings.

17. Entire Agreement and Amendments

• These Terms, together with the accepted proposal and any written amendments, constitute the entire agreement between the parties regarding the engagement.
• These Terms supersede all prior discussions, negotiations, and agreements (oral or written) relating to the subject matter.
• Amendments to these Terms must be in writing and signed (or confirmed via email) by both parties.
• If any provision of these Terms is found to be unenforceable, the remaining provisions continue in full force and effect.

18. Assignment

Neither party may assign or transfer this agreement without the prior written consent of the other party, except that either party may assign to a successor in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee agrees to be bound by these Terms.

19. Notices

All notices under these Terms shall be in writing and sent via email to the addresses used in the engagement correspondence. Notices are deemed received on the day sent if sent during business hours, or the next business day otherwise.

20. Changes to These Terms

We may update these Terms from time to time. When we make changes:

• The "Last updated" date at the top of this page will be revised.
• Existing engagements are governed by the Terms in effect at the time the proposal was accepted.
• New engagements will be subject to the Terms in effect at the time of proposal acceptance.
• We will not retroactively change Terms for active engagements without your written consent.

21. Contact

Questions about these Terms? Contact us at:

Flowcraft
Regnor Knowledge
Bangalore, Karnataka, India
romil@regnor.systems