Terms & Conditions

1. Definitions

Throughout this agreement, the following terms carry specific meaning:

• "Service" — AI consulting, conversational AI design, data pipeline architecture, proof of concept engagements, and any related professional services provided by Synthwave.
• "User" / "Client" — any individual, company, or organization that accesses our website or engages us for services.
• "We / Us / Our" — Synthwave, a professional AI services firm operating in Hong Kong.
• "Content" — any information, data, text, documents, or materials exchanged during an engagement.
• "Agreement" — these Terms & Conditions together with any signed project scope or service agreement.
• "Deliverables" — the specific outputs produced during an engagement as defined in the agreed project scope.

2. Acceptance of Terms

By submitting an inquiry form, signing a project agreement, or otherwise engaging Synthwave for services, you confirm that you have read, understood, and agreed to these Terms & Conditions.

You must be at least 18 years of age and have the legal authority to enter into a binding agreement on behalf of yourself or any organization you represent. If you are acting on behalf of a company or other legal entity, you represent that you have the authority to bind that entity.

Continued use of our website or services after any modification to these Terms constitutes acceptance of the updated agreement.

3. Service Description

Synthwave provides professional AI advisory and implementation services, primarily to organizations based in or operating from Hong Kong. Our core offerings include conversational AI system design, data pipeline architecture, and structured AI proof-of-concept engagements.

The precise scope, deliverables, timelines, and commercial terms of each engagement are defined in a separate project agreement or statement of work, which forms part of this agreement once signed.

We make reasonable efforts to maintain service availability, but do not guarantee uninterrupted access to our website or any digital tools provided as part of an engagement. Geographic restrictions may apply depending on the nature of third-party platforms involved in a project.

4. Client Accounts & Registration

Certain project phases may require you to register for or grant access to third-party platforms (cloud providers, API services, collaboration tools). You are responsible for maintaining the security of any credentials shared with or created for Synthwave during an engagement.

Should you wish to terminate an engagement, you are responsible for revoking any access credentials provided to our team. Synthwave will not retain access to client systems beyond the agreed project period.

5. User Responsibilities

You agree to use Synthwave's services and website for lawful purposes only. You must not use our services to:

• Develop AI systems intended to deceive, manipulate, or cause harm to end users
• Violate any applicable laws or regulations in Hong Kong or relevant jurisdictions
• Infringe upon the intellectual property rights of any third party
• Transmit malicious software or interfere with our systems or those of third parties
• Misrepresent your identity, authority, or the purpose of an engagement

You are also responsible for providing accurate project requirements, timely feedback, and reasonable access to the information and systems necessary for us to deliver the agreed services.

6. Intellectual Property

All materials, methodologies, templates, frameworks, and know-how developed by Synthwave prior to or independently of a client engagement remain the exclusive intellectual property of Synthwave.

Unless otherwise specified in a signed project agreement, upon receipt of full payment for a completed engagement, Synthwave grants the client a non-exclusive, non-transferable licence to use the Deliverables for their internal business purposes.

Any data, models, or materials provided by the client for use in a project remain the client's property. By providing such materials, you grant Synthwave a limited licence to use them solely for the purpose of delivering the agreed services.

You may not resell, sublicence, or redistribute Deliverables without prior written consent from Synthwave.

7. Payment Terms

Project fees are specified in the relevant project agreement or proposal. All fees are quoted in Hong Kong Dollars (HKD) unless otherwise stated. Invoices are payable within 14 days of issue unless alternative terms have been agreed in writing.

Synthwave reserves the right to suspend work on any engagement where payment is overdue by more than 21 days. Continued non-payment may result in termination of the engagement at our discretion.

Refund requests are evaluated on a case-by-case basis. Where work has been substantially delivered in accordance with the agreed scope, fees for completed phases are generally non-refundable. We will discuss any concerns openly and work toward a fair resolution.

8. Service-Specific Terms

Project scope is defined at the outset of each engagement. Changes to agreed scope may affect delivery timelines and fees. Requests for scope changes must be submitted in writing and are subject to mutual agreement before implementation begins.

AI proof-of-concept engagements are experimental in nature. While we apply professional rigour to every engagement, we cannot guarantee that a concept will prove technically feasible or commercially viable. The purpose of a PoC is to surface information to support an informed decision.

Data pipeline architecture projects are designed to meet the client's stated requirements at the time of engagement. Synthwave is not responsible for performance issues arising from changes in data volumes, third-party API behaviour, or infrastructure decisions made after project handover.

9. Disclaimers

Our services are provided in good faith and with professional care. However, all consulting advice and Deliverables are provided on an "as is" basis without any warranty, express or implied, as to fitness for a particular purpose or achievement of specific commercial outcomes.

Synthwave does not make representations or guarantees regarding the performance of AI systems built or recommended during an engagement, as outcomes depend significantly on factors outside our control, including data quality, infrastructure, and end-user behaviour.

Nothing in our materials constitutes legal, financial, or regulatory advice. Clients operating in regulated industries are responsible for ensuring that AI implementations comply with applicable sector-specific rules.

10. Limitation of Liability

To the fullest extent permitted by Hong Kong law, Synthwave's total liability to any client for any claim arising out of or in connection with a project shall not exceed the total fees paid by that client for the specific engagement giving rise to the claim in the twelve months preceding the claim.

Synthwave shall not be liable for any indirect, consequential, special, or incidental damages, including but not limited to loss of profits, loss of data, or business interruption, even if we have been advised of the possibility of such damages.

11. Indemnification

You agree to defend, indemnify, and hold harmless Synthwave and its personnel from and against any claims, damages, costs, and expenses (including reasonable legal fees) arising from your breach of these Terms, your misuse of our services, or your violation of any applicable law or third-party right.

12. Termination

Either party may terminate an engagement by providing written notice in accordance with the terms set out in the relevant project agreement. Where no specific notice period is stated, 30 days written notice is required.

Upon termination, you are responsible for fees covering work completed or irrevocably committed up to the notice date. Synthwave will deliver any completed Deliverables in exchange for payment of outstanding fees.

Synthwave may terminate an engagement immediately if a client engages in conduct that is unlawful, harmful, or materially breaches these Terms.

13. Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region. The courts of Hong Kong shall have exclusive jurisdiction over any dispute arising from or related to these Terms or any service agreement.

Before initiating formal proceedings, both parties agree to attempt to resolve any dispute through good-faith discussion. Either party may initiate this process by sending a written notice describing the issue in reasonable detail. We will endeavour to respond within 10 business days.

Where informal resolution is unsuccessful after 30 days, either party may refer the matter to the Hong Kong International Arbitration Centre under its administered arbitration rules if mutually agreed, or to the courts of Hong Kong.

14. General Provisions

These Terms, together with any signed project agreement, constitute the entire agreement between the parties with respect to the subject matter and supersede all prior communications and understandings.

If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.

Failure to enforce any right under these Terms at any time does not constitute a waiver of that right.

Notices under these Terms should be sent in writing to the contact details provided below, or by email with confirmation of receipt.

15. Changes to These Terms

We may update these Terms periodically. When we do, we will revise the "Last Updated" date at the top of this page. For material changes, we will make reasonable efforts to notify active clients directly.

Your continued engagement with Synthwave following any update constitutes your acceptance of the revised Terms. If you do not agree to a material change, please notify us and we will discuss the implications for any ongoing engagement.

16. Contact Information

For questions about these Terms or any legal matters, please reach out to us: