Terms of Service

1. Acceptance and scope

By accessing rogaai.com (the “Website”) or engaging ROGA AI LIMITED (“ROGA”, “we”, “us”), a company registered in Gibraltar under Company No. 125994, for services, you agree to these Terms of Service (“Terms”). If you do not agree, do not use the Website or our services.

Services are delivered under a Statement of Work, proposal or master services agreement signed or accepted by the client (each a “Statement of Work”). These Terms apply to every engagement unless the Statement of Work expressly provides otherwise; where they conflict, the Statement of Work prevails for that engagement, and the Data Processing Agreement prevails for the processing of personal data.

Products built by ROGA Labs, including The AI CMO, are governed by their own terms, published on each product's site.

2. Changes to these Terms

We may update these Terms. Material changes are posted on the Website with a new effective date and, for active clients, notified by e-mail before they take effect. Changes do not alter a Statement of Work already in force unless both parties agree in writing. Continued use of the Website after a change constitutes acceptance.

3. Eligibility

Our services are business-to-business. You must be at least 18 and acting for a business or organisation with the authority to bind it. By using the Website or engaging us you represent that this is the case and that you will comply with the laws that apply to you.

4. The website and its content

The Website and its content — text, design, artwork, code, and marks — are owned by ROGA or its licensors and protected by copyright, trademark and other laws of Gibraltar and other countries. You may view and share the Website for its intended purpose; you may not copy, scrape, reproduce or create derivative works from it, or use our marks, without our written permission.

The Website may link to third-party sites and services, including our Trust Center and our products' own sites. We are not responsible for their content or practices; their own terms and notices apply.

We may modify, suspend or withdraw the Website or any part of it at any time. We aim for high availability but do not guarantee uninterrupted access.

5. Services and engagements

6. Client responsibilities

The client is responsible for:

• Providing the materials, access, approvals and decisions the Statement of Work depends on, in good time.
• The accuracy and lawfulness of the data, content and instructions it gives us, including having the rights and any consents needed to use them.
• Reviewing and approving deliverables before publication or deployment, and the final decision to publish, launch or act on any recommendation.
• Compliance with the laws and sector rules that apply to its own business, marketing and products.
• Keeping its own credentials, accounts and systems secure.

7. Fees and payment

Fees, payment schedule, currency and expenses are set in the Statement of Work. Unless it says otherwise, invoices are due within 30 days of the invoice date, fees are exclusive of VAT and similar taxes, and third-party costs (media spend, tooling, cloud usage) are passed through at cost or paid by the client directly. We may suspend work on accounts more than 30 days overdue after written notice, and charge interest on late amounts at the rate permitted by law. Fees for work performed are non-refundable except as the Statement of Work provides.

8. Intellectual property

9. Confidentiality

Each party keeps the other's confidential information — business, technical, financial, and the terms of the Statement of Work — confidential, uses it only for the engagement, and discloses it only to people who need it and are bound by equivalent obligations. This does not cover information that is public, already known, independently developed, or required to be disclosed by law (with notice where permitted). The obligation lasts for five years after the engagement ends, and for trade secrets and personal data for as long as they remain protected.

10. Data protection

Where we process personal data on a client's behalf, our Data Processing Agreement applies and forms part of the Statement of Work. Where we are the controller — business contacts, Website visitors, enquiries — our Privacy Policy applies. Our security programme, policies and the status of our SOC 2 Type II and GDPR programs are published at trust.inc/roga-ai-limited.

11. AI-assisted work

We use AI models in research, drafting, analysis and engineering. AI output can contain errors, omissions or bias; every deliverable is reviewed by an accountable person before we hand it over, and the client reviews it before use (Section 6). We do not use client data to train models for anyone else (Privacy Policy, Section 5). Where a Statement of Work covers custom model development or fine-tuning, the training data, evaluation criteria and acceptance thresholds are defined there; model performance on data outside those criteria is not warranted.

12. Warranties and disclaimers

We warrant that services are performed with reasonable skill and care by suitably qualified people, in line with the Statement of Work. Your remedy for a breach of this warranty, notified within 30 days of delivery, is re-performance of the affected work or, if we cannot re-perform, a refund of the fees paid for it.

Except as stated above, the Website and services are provided “as is” and “as available” without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose and non-infringement. We do not warrant particular results — rankings, conversion rates, revenue, model accuracy — unless the Statement of Work expressly guarantees them. AI-generated content and insights based on third-party data are provided for informational purposes and must not be relied on as the sole basis for business decisions.

13. Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, goodwill, data or business opportunity, however arising.

Each party's total liability arising out of or relating to an engagement is limited to the fees paid or payable by the client under the relevant Statement of Work in the twelve months preceding the event giving rise to the claim. ROGA's total liability arising from use of the Website, absent an engagement, is limited to one hundred dollars ($100).

Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, breach of confidentiality or data-protection obligations that cannot be limited by law, or any other liability that cannot be excluded.

14. Indemnification

The client indemnifies ROGA against third-party claims arising from materials, data or instructions the client provided, or from the client's use of deliverables in breach of law or these Terms. ROGA indemnifies the client against third-party claims that deliverables created by ROGA, used as intended, infringe a third party's intellectual property, provided the client notifies us promptly and lets us control the defence; this does not cover client materials, AI output the client modified, or use contrary to our instructions.

15. Term and termination

A Statement of Work runs for the term it states. Either party may terminate an engagement for convenience on 30 days' written notice unless the Statement of Work provides otherwise, and immediately for material breach not cured within 15 days of notice, or on the other party's insolvency. On termination the client pays for work performed to the termination date, receives the deliverables paid for, and client data is returned or deleted under the DPA. Sections 8, 9, 10, 12, 13, 14 and 16 survive termination.

16. Governing law

These Terms are governed by the laws of Gibraltar, without regard to conflict of law provisions. Any dispute is subject to the exclusive jurisdiction of the courts of Gibraltar, and each party consents to that jurisdiction. Before litigating, the parties will try to resolve a dispute through senior-level discussion for 30 days.

17. Contact