Terms of Engagement

The scope of work is only what is defined in the quote — phase by phase, including the acceptance criteria for each phase.

Any request not defined in the quote — an addition, change or extension — will be priced separately and carried out only after your written approval. Hourly work exceeding one hour — only after a scope estimate and your approval (including by email or by a message in the regular working channel).

A change in requirements during a phase is not a "fix" — it is a change of scope.

The timelines in the quote are estimates, and run from the moment we have received everything required from you: data, access permissions, licenses and accounts.

Your response times — any answer, approval, material or access requested from you will be provided within 3 business days. Each day of delay beyond that extends the timeline accordingly — day for day, and the timeline is updated automatically without the need for further consent.

If the work is waiting on you for more than 21 days, the phase is frozen until you return. Resuming a phase that has been frozen for more than 30 days may incur a restart cost, billed hourly at the rate in the quote. For a phase frozen for more than 90 days, we may close it and bill for the work performed (11.2).

Cooperation in connecting systems — connecting to your systems requires your cooperation: providing access keys and permissions, an appropriate plan with the vendor (including API access, where required), and contacting the vendor when needed. If a connection cannot be completed for a reason on your side or the vendor's side, the phase will be frozen (2.3) or adjusted by agreement, and the work performed will be billed (11.2).

At the end of each phase we will present the deliverable to you, against the acceptance criteria defined in the quote.

You have 7 business days to approve or to submit comments on defects. Notice of a defect suspends the count until it is fixed. After that, the phase is deemed delivered.

Ongoing commercial use of the deliverable — work with customers or suppliers — for 7 days without notice of a defect constitutes acceptance. A supervised parallel run during the review period is not commercial use. Commercial use is not a waiver of any claim regarding a defect discovered during the review or warranty period.

Warranty period — 90 days from delivery: a defect in our code — the system does not do what was defined in the quote — will be fixed at no cost. The warranty does not include support, questions, training, adjustments, or a failure resulting from a change at a third party (section 6), subject to the exceptions in sections 6.5–6.6.

Revision rounds — each phase includes 2 revision rounds: wording, structure or adjustments within the defined scope. Additional rounds — hourly. Fixing a fault (3A.2) is not a revision round.

What a fault is — the system does not do what was defined in the quote. The following are not faults: an incorrect output due to missing or incorrect data (8.2), a change at a third party (6.3), a new requirement (1.3), or an inaccuracy in AI output (8.6). "Inaccuracy in AI output" — an error originating in the output of the language model. An error originating in code, a formula, a unit conversion, a mapping or a configuration that we wrote is a defect in our code (3.4).

How to submit a request — a written request (email, or a message in the regular working channel) with a description of the problem and an example or screenshot is a formal request.

Severity and response time (in business days):

• Critical — the system does not work at all: first response within one business day.
• Normal — a specific capability does not work: response within 3 business days.
• Minor — cosmetic or an improvement: in the next work cycle.

After the warranty period — handling of faults and changes is hourly, unless an active support package is in place.

Support is not included in the project price. The first month after the system goes live (Go-live) — support at no cost. After that — hourly at the rate in the quote (or, absent one, at the rate published on the PinkPanda website on the date of the quote), or under a purchased support package. Support means answering questions, training and handling faults; adapting to a change at a third party (6.3, 6.6) is not included in it.

Hours of operation — Sunday–Thursday, 09:00–17:00, excluding holidays, holiday eves and festivals. "Business day" — a day of operation as described.

Response times (section 3A.4) apply only during the warranty period, the free support month, or when an active support package or subscription is in place. Outside hours of operation — critical requests only, on a reasonable-effort basis and without commitment.

No availability commitment — we do not commit to continuous (24/7) availability or to any availability percentage. The system relies on third-party services (section 6), and we will act to restore service as soon as possible within active support.

Planned maintenance — with reasonable advance notice, outside hours of operation where possible. An urgent fix (for example, security) — without advance notice.

Monthly subscription — includes hosting, monitoring, keeping the service running and fixing faults in it. Monitoring includes an automatic alert to us if the service stops working or stops receiving data. Where the subscription includes hosting, its cost is included in the subscription price and will not be billed separately. The subscription does not include developing new capabilities, scope changes, or adapting to material changes at a third party, which will be priced separately.

Payment is per phase: work on a phase begins upon payment for it, unless otherwise agreed in the quote. Invoices are payable within 7 days.

Prices exclude VAT, which will be added at the statutory rate.

A late payment that is not in dispute, more than 14 days overdue, allows us — after written notice and a further 7 days — to stop work and support related to the debt. We will not stop a service that has been paid for, and we will never block your access to your data, documents or accounts. Statutory late-payment interest will be added to any overdue amount.

Monthly service (subscription) — renews monthly; cancellation with 30 days' advance notice. A change in the subscription price — with 30 days' advance notice, and you may cancel before the change takes effect.

Support and ongoing services — as set out in section 3B.

Service fees — access to the service (5.3) is included in the project price, with no recurring service fees, unless otherwise set out in the quote. PinkPanda may change the pricing model of the service — including introducing monthly or annual service fees — with 3 months' advance written notice, provided that the change does not take effect before 12 months have passed from Go-live. If you do not agree to the change, you may terminate the service before it takes effect, at no additional cost, subject to exit handover (11.3) and the transition period (11.4).

Costs of external services on your side — the AI platform, your software systems, your data storage services and their usage plans — are borne by you and will be paid by you directly to the vendor.

A change in prices, quotas or terms at a third-party vendor applies to you. The ongoing cost in the quote is an estimate based on vendor price lists on the date of the quote, and may change. A capability the vendor marks as experimental (beta) or as available only on some plans — we will note this in the quote.

Ownership of accounts and infrastructure — your AI and data storage accounts are opened in your name; we receive delegated administrative access to them only, which will be revoked at the end of the engagement. Our connections, tools and data processing and transfer processes (including MCP servers, ETL processes and data pipelines) run on infrastructure owned by us and at our expense, and you receive access to them as a service. The code is not installed in your accounts and is not delivered to you.

Availability — we do not commit to the availability of third-party services, and we are not responsible for their failures, outages or slowdowns.

Usage limits — quotas, usage limits, rate limiting and pricing of third-party vendors are set by them and according to the plan you chose. Upgrading a plan is your decision and your cost.

Interface changes — a change in the interfaces, terms or availability of a third-party service that requires an adjustment to the system will be priced as hourly work, unless it is covered by an active support package.

Service discontinuation or access blocking — if a third-party vendor discontinues a service, revokes access, or charges for it, we are not responsible for this. We will offer an alternative, where one exists, priced separately.

Change or discontinuation of AI capabilities — if the AI vendor changes, replaces or discontinues a capability the system relies on, we will make a reasonable effort to inform you as soon as possible. Migrating to an alternative is a new scope of work and is not a defect. We will not build a system on a capability whose discontinuation the vendor announced before the signing date, unless we noted this in the quote; if we did so without noting it, the migration will be carried out at no cost.

A component that stopped working because of a third party — a connection, tool or component that stopped working, in whole or in part, due to a change, failure or discontinuation at a third party is not a defect, is not covered by the warranty (even within the warranty period), and restoring it to operation will be priced hourly or under an active support package. This exception does not apply to a change at a third party that was already in effect, or that the vendor had publicly announced, on the delivery date; adapting to such a change will be carried out at no cost.

Connection method — in the quote we will specify the connection method for each system: an official API, file export, or other access. A method that is not an official interface, and that may breach the vendor's terms or lead to the account being blocked, will be used only after we have explained the risk in writing and received your express approval; after such approval, any such blocking is subject to section 6.4.

Use of the system is your sole responsibility — what is entered into it, who uses it, and how its outputs are used.

Data at AI vendors — the default in every project: an AI account on a business plan under which the vendor does not train models on the data by default, and in which every sharing or training setting is turned off. Choosing a different plan or setting will be done only by your signed election, in which we will set out the consequences — including the possibility that the data is used to train models; after such an election, the consequences are your responsibility. In any case, the data is processed by the AI vendor and is subject to its terms of use and privacy policy, which PinkPanda does not control and is not responsible for. Settings we configure ourselves are our responsibility. At the end of setup we will provide you with written confirmation of the plan type in each AI account and the status of its training and sharing settings.

Changing settings — a change of plan or privacy settings that you make yourselves at third-party vendors is your responsibility. We will recommend the appropriate configuration and help set it up.

Permissions and access credentials — safeguarding passwords, access keys and accounts on your side is your responsibility. A leak or sharing of accounts on your side is not our responsibility. Keys held by us are our responsibility (Security Policy, 1.3).

Materials and data you provide — you represent that you are entitled to provide them and to use them in the system, and that doing so does not infringe the rights of others. Indemnification — you will indemnify us for a third-party claim arising from the data and materials you provided or from your use of the system. We will indemnify you for a third-party claim that the code we wrote infringes intellectual property rights. Indemnification is subject to prompt notice of the claim, to granting control of the defense and to cooperation, and to the limitations in section 12, which apply to both parties for this purpose.

Regulatory compliance — compliance with requirements applicable to your business — including informing customers and users about the use of AI, where required — is your responsibility.

Systems relating to employees (hours, attendance, location, photography or performance evaluation) — we will set out in the quote which data is collected and for what purpose, and provide you with a written recommendation on notice to employees and on the proportionality of the collection. Collection of location, photography or an evaluation score will be enabled only if you expressly approved it in the quote. The decision on how the data is used with respect to employees is yours.

Permitted use — the system may not be used for an unlawful purpose, to infringe the rights of others, or contrary to the usage policies of the third-party vendors it relies on (including the AI vendor).

The system is a decision-support tool. Estimates, analyses, recommendations and other outputs do not replace professional judgment. The final decision — on a price, a quote, a transaction or any action — is yours alone.

The quality of outputs depends on the quality of the data. Missing, inconsistent or incorrect data limits accuracy, and is not a defect in the system.

Accuracy targets stated in the quote are improvement targets — not a commitment to a numerical result. A numerical target will appear in the quote only alongside a baseline measured during the specification phase and the measurement method.

Recognition and reading capabilities (documents, drawings, images) are assistive capabilities; some materials may not be readable fully or accurately. In the quote we will specify the types of materials, scales and units tested at acceptance; for input outside this range the system will issue an alert.

Financial data displayed by the system — profitability, costs, break-even point — is for management purposes only, and does not replace an accountant, tax advisor or official reporting. The acceptance criteria for the display of financial data will include a one-month reconciliation against your bookkeeper's data.

AI outputs may contain errors. It is your responsibility to review an output before using it with a customer, supplier or authority.

We take reasonable security measures, as set out in PinkPanda's Security Policy, published together with these terms.

Mutual confidentiality — each party will keep the other party's business information confidential, and will not use it except for the purpose of the engagement. This obligation also applies to anyone acting on its behalf. On your side, this includes our pricing, code, tools and methodology. The following is not confidential information: information that was publicly known, that was in the receiving party's possession beforehand, that was developed by it independently, or whose disclosure is required by law.

Security incident — we will notify you of a security incident, as defined in the Privacy Protection (Data Security) Regulations, in a system we set up, host or manage, or in access credentials in our possession — without undue delay and no later than 72 hours from the moment we became aware of it; details not yet verified will be provided later, and we will set out what is known, which data may be affected and what we have done. A key exposed on our side — we will revoke or replace immediately.

Upon termination of the engagement, we will delete or transfer to you the data in our possession, at your choice, within 30 days, as set out in the Data Processing Appendix.

Processing of personal data — for the purposes of privacy protection law, you are the database controller and we are the holder (processor) on your behalf. The processing is subject to the Data Processing Appendix, published together with these terms.

Vendors outside Israel — some third-party vendors process data outside Israel. The vendors used are listed in the quote, and by signing you approve their use.

Your data, and the outputs the system produces (quotes, reports, calculations) — are yours.

The code, tools, templates and methodology — belong to PinkPanda. "Templates and methodology" — our general tools and structures, which are not based on your information. Pricing rules, coefficients, parameters and profitability structures that you provided or that were derived from your data are your confidential information (9.2), and will not be used for another client. Upon full payment for a phase, you receive a non-exclusive, non-transferable right to use the service set up in that phase, for your business purposes, subject to these terms. The right of use applies to the service as delivered, and does not include updates, maintenance or adjustments by us — these are provided only as paid support (section 3B).

The tools may not be copied, modified, sold or transferred to a third party, or handed over to a third party for maintenance. A component modified other than by us is not covered by the warranty (3.4).

Non-exclusivity — we may develop and provide similar systems and tools to other clients, without using your confidential information.

Publicity — we may list your name and logo in a client list, unless you request otherwise in writing. Describing the project anonymously, without identifying details and without your data, is permitted. Use of data, outputs, screenshots or recordings from your system — only with your approval.

Feedback and usage data — we may use feedback you provide and aggregated, anonymous usage data to improve our tools, without identifying information and without your confidential information.

Either party may stop between phases. You pay only for phases that have begun or been completed. Stopping on our part — with 14 days' advance notice, and subject to exit handover (11.3) and the transition period (11.4).

Material breach — either party may terminate the engagement if the other party has committed a material breach and has not cured it within 30 days of written notice, or if insolvency proceedings have been commenced against it.

Suspension for security reasons — we may suspend access or a component immediately if there is a real security risk, or use exceeding section 7.8, and we will notify you of this as soon as possible. The suspension will be lifted once the risk is removed.

Cancellation mid-phase — proportional payment for the work performed, according to a breakdown of hours we will provide. A component completed and put into operation by the cancellation date is included in the right of use (10.2) upon the proportional payment.

Exit handover — within 30 days of termination we will provide you with a full export of your data in a standard format, revoke our access to your accounts, and delete the data remaining with us, with written confirmation of deletion. The code, tools and instructions (prompts) remain PinkPanda's and are not handed over.

Transition period — at your request, we will continue to operate the system for up to 30 days after termination, at the regular fee, until you find an alternative. Maintenance after that — hourly, at our current rate.

Sections 7, 8, 9, 10 and 12 survive termination.

PinkPanda's total aggregate liability, for all events together and for any cause whatsoever, is limited to the amount you actually paid in the 12 months preceding the event.

PinkPanda will not be liable for indirect or consequential damage — including loss of profit, revenue, transactions (including a loss from a transaction priced on the basis of the system's outputs), data or goodwill — except for loss of data caused by a security incident in a system under our responsibility (12.5). Backing up data in your systems is your responsibility.

Beyond the warranty in sections 3 and 3A, the system is provided "as is".

The limitations in this section do not apply to damage caused willfully, by gross negligence or in bad faith.

For a breach of the confidentiality obligation or a security incident in a system under our responsibility, liability is limited to twice the amount in section 12.1.

Status — PinkPanda is an independent contractor. There is no employer-employee relationship, partnership or agency between the parties.

Subcontractors and tools — we may use subcontractors and AI tools to perform the work, and remain responsible for it.

Non-solicitation — during the engagement and for 12 months after it, neither party will employ an employee or contractor of the other party who was involved in the project and whose identity was disclosed to the other party, without its consent. Consent will not be unreasonably withheld.

Notices — notices will be sent to the email address the parties actually correspond through (or, absent one, to the addresses in the quote), and will be deemed delivered on the business day after they are sent.

Amendments — any amendment to the agreement must be in writing only; an approved email or text message is deemed "in writing". An election under section 7.2 and a standing approval under section 1.5 of the Security Policy — by signed document only.

Assignment — the agreement may not be assigned without the other party's consent, except as part of a sale of the business; in such a case, the right of use (10.2) transfers together with the agreement, upon notice to us.

Interpretation — a clause found to be unenforceable will not affect the rest of the agreement. A one-time waiver is not a waiver for the future.

Signature — an electronic or scanned signature is valid as an original signature.

Dispute resolution — in the event of a dispute, the parties will try to resolve it through discussion and in good faith within 30 days, before turning to the courts.

Governing law and jurisdiction — these terms are governed by the laws of the State of Israel. Jurisdiction — the courts of Tel Aviv-Jaffa, unless the law confers jurisdiction on another court.

Versions — each version bears a number and an effective date, and does not change after publication; previous versions are kept in an archive on the same page. A version applies to quotes signed with reference to it. A future update will not apply to an existing engagement without your consent.

You — the database controller: you determine which data enters the system and for what purpose.

PinkPanda — the holder (processor) on your behalf: processes the data only in accordance with the agreement and your instructions.

Types of data — the types of data to be processed in the project are listed in a table in the quote. Data of special sensitivity — including data on individuals' debts, balances and financial condition, medical, biometric or location data — will be processed only if stated in the quote, and subject to the security measures at the level required under the Data Security Regulations, which will be set out in it. Such data not stated in the quote must not be entered into the system. Security measures in the system we set up and manage are our responsibility. The security procedure, the risk assessment, the periodic audit and the other obligations of the database controller according to the database's security level are your responsibility, and we will provide you with the information about the system required for this.

Purposes — providing the service defined in the quote only.

Operations — reading, classifying, storing, analyzing and producing outputs. Writing to your systems — only with express approval.

Systems — the systems and vendors used are listed in the quote.

Duration — for the term of the engagement, and up to 30 days after its termination.

The AI accounts and infrastructure are opened in your name (Terms of Engagement, 5.3), and the vendors process the data under your direct engagement with them; we are responsible for configuring them as set out in section 7.2 of the Terms of Engagement. Vendors we use through our own accounts are our sub-processors, and they are listed in the quote.

Some vendors process data outside Israel. We select vendors with customary security and privacy commitments; a sub-processor of ours that processes data outside Israel is bound (including under its standard terms) to adequate safeguards and to not transferring the data onward, except to sub-processors subject to similar commitments. The transfer is made solely for the purpose of providing the service, in accordance with the Privacy Protection (Transfer of Data to Databases Abroad) Regulations.

Material sub-processor — any sub-processor that receives, stores or records (including in logs) personal data from the system. We will give 14 days' advance notice of it, and will bind it to confidentiality and security commitments no less protective than those in this appendix (or verify that its standard terms include them). If you do not object within that period, this is deemed consent. If you object, the sole remedy is termination of the relevant service. In an urgent case (for example, security or a vendor's discontinuation of service), notice will be given as soon as possible.

To process the data only for the purposes of the agreement and in accordance with your instructions.

To take security measures as set out in PinkPanda's Security Policy.

To limit access to the data to those who need it to perform the work, and to bind them to confidentiality.

To notify you of a security incident as defined in the Regulations — without undue delay and no later than 72 hours from the moment we became aware of it (Terms of Engagement, 9.3), so that you can meet your reporting obligations.

To assist you, to a reasonable extent, in responding to data subjects' requests for access and correction.

To provide you, once every 12 months, with a written report on our compliance with this appendix and the Regulations (as required by Regulation 15).

To ensure you have a lawful basis for collecting the data and transferring it to us.

To inform data subjects as required by law.

To comply with the obligations applicable to a database controller under the law.

Separation between clients — general code may serve several clients; your data, keys and settings are isolated and not accessible to any other client. A component hosted on shared infrastructure will be noted in the quote.

Least privilege — the connection to your systems is read-only, unless you have expressly approved broader permission for a defined action.

Access keys — access to your systems is made using access keys, which you create or which you provide to us. A key provided to us is stored encrypted and used only to provide the service. In any case, you can revoke any key at any moment, independently of us. Where a system has no access keys, we will set out in the quote the alternative means of access and how to revoke it. This does not derogate from our obligation to safeguard, rotate and revoke keys in our possession.

Authorized users only — access to the system requires identity verification and is limited to an approved address list that you determine.

Changing actions require approval — an action that changes, creates or sends something requires your express approval before it is carried out. Enforcement is done on the server side, not by the model's decision. Waiving individual approval (a standing approval for a type of action) — only by your signed request, specifying the type of action, a monetary cap and controls; an action carried out under such a standing approval is treated as an action you approved.

Encrypted secrets — keys and passwords are stored encrypted, and do not appear in a conversation, file, log or email. Setup and configuration documents will not include keys or passwords.

No-training plan — the default: a business plan under which the AI vendor does not train models on your data, and every sharing or training setting is turned off (Terms of Engagement, 7.2).

Confidentiality — everyone working on our behalf is bound by confidentiality.

Incident reporting — for a security incident — notice without undue delay and no later than 72 hours from the moment we became aware of it, and action to contain it (Terms of Engagement, 9.3).

Deletion at termination — at the end of the engagement we will delete or transfer to you the data in our possession, at your choice, and revoke our access to your accounts.

File sharing — folders and files we set up will be shared only with named authorized users; we will not use "anyone with the link" sharing.