Terms & Conditions

1. Definitions

Throughout these Terms and Conditions, the following definitions apply:

"Company," "we," "us," "our" refers to Umbra Logic, a consulting firm registered at 159 Phahonyothin Road, Sam Sen Nai, Phaya Thai, Bangkok 10400, Thailand.

"Service(s)" refers to the artificial intelligence consulting services offered by Umbra Logic, including Intelligent Process Mapping, Custom Model Development, and AI Readiness Assessment.

"User," "you," "your" refers to any individual or organization accessing our website or engaging our services.

"Agreement" refers to these Terms and Conditions together with any engagement-specific contract entered into between the parties.

"Content" refers to all text, graphics, data, documents, and other materials published on our website or provided through our services.

2. Acceptance of Terms

By accessing our website at https://umbraonvre.live or engaging our consulting services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions. If you do not agree with any part of these terms, please do not use our website or services.

You represent that you are at least 18 years of age and have the legal capacity to enter into binding agreements. If you are acting on behalf of an organization, you confirm that you have the authority to bind that organization to these terms.

3. Description of Services

Umbra Logic provides artificial intelligence consulting services to businesses in Thailand and internationally. Our core offerings include workflow analysis and process mapping for AI adoption, development of custom machine learning models, and organizational readiness assessments for AI integration.

The specific scope, timeline, and deliverables for each engagement are defined in a separate engagement agreement or proposal. These Terms and Conditions apply to all interactions with our website and serve as a baseline for all service engagements.

We reserve the right to modify, update, or discontinue any aspect of our services at our discretion, though we will honor all commitments made under active engagement agreements.

4. User Responsibilities

When using our website or engaging our services, you agree to:

Provide accurate information: All information submitted through our contact forms or during the course of an engagement must be truthful, current, and complete.

Use services appropriately: You will use our website and services only for lawful purposes and in a manner consistent with these terms.

Respect intellectual property: You will not copy, reproduce, distribute, or create derivative works from our content without prior written permission.

Maintain confidentiality: Any proprietary methodologies, tools, or documentation shared during engagements must be kept confidential unless otherwise agreed in writing.

You agree not to attempt to interfere with, disrupt, or compromise the security or functionality of our website, and not to use automated tools to scrape or extract data from our site without permission.

5. Intellectual Property

All content on our website — including text, graphics, logos, design elements, and the underlying code — is the property of Umbra Logic and is protected by applicable intellectual property laws.

You are granted a limited, non-exclusive, non-transferable license to access and view the content on our website for personal, non-commercial purposes. This license does not extend to reproduction, modification, or distribution of any materials.

Engagement deliverables: Ownership of work products created during consulting engagements is defined in the engagement-specific agreement. Generally, clients receive a license to use deliverables for their internal business purposes upon full payment, while Umbra Logic retains ownership of underlying methodologies, tools, and frameworks.

6. Payment Terms

All prices for our services are quoted in Thai Baht (฿) unless otherwise specified. Fees, payment schedules, and any applicable taxes are detailed in the engagement proposal or agreement for each project.

Invoicing: Unless otherwise agreed, invoices are issued at engagement milestones as defined in the project agreement. Payment is due within 15 business days of the invoice date.

Late payment: Overdue invoices may be subject to a late fee of 1.5% per month on the outstanding balance. We reserve the right to pause work on an engagement if invoices remain unpaid beyond 30 days.

Refunds: Given the bespoke nature of consulting work, refunds are generally not available once work has commenced. If we are unable to deliver agreed-upon services due to circumstances within our control, we will work with you to find a fair resolution.

7. Service-Specific Terms

Intelligent Process Mapping: This engagement requires active participation from your team, including access to relevant stakeholders and documentation of existing workflows. The deliverables — a prioritized process map, readiness assessment, and phased implementation outline — represent our professional analysis and recommendations. Actual outcomes depend on many factors beyond our control.

Custom Model Development: Model performance is contingent on the quality, volume, and relevance of client-provided data. We will communicate openly about data requirements and any limitations we identify during the process. Model benchmarks and performance metrics are provided as measured during development and validation; real-world performance may vary.

AI Readiness Assessment: The assessment reflects our professional opinion based on interviews, data review, and industry knowledge at the time of the engagement. Recommendations are advisory in nature, and implementation decisions remain with the client.

8. Confidentiality

Both parties agree to treat as confidential any proprietary or sensitive information received during the course of an engagement. This obligation applies to business data, technical details, financial information, and any materials marked as confidential.

Confidentiality obligations do not apply to information that is publicly available, was already known prior to the engagement, is independently developed, or must be disclosed by law.

Specific confidentiality terms may be defined in engagement agreements, which take precedence over these general terms.

9. Disclaimers

Our website and services are provided on an "as is" and "as available" basis. While we strive for accuracy and quality, we do not warrant that our website will be uninterrupted, error-free, or free of harmful components.

Consulting recommendations are based on our professional judgment and experience. We do not guarantee specific business outcomes, revenue improvements, or performance gains. The adoption and implementation of our recommendations is at your own discretion and risk.

Our services do not constitute legal, financial, or regulatory advice. We recommend consulting appropriate professionals for decisions in those domains.

10. Limitation of Liability

To the maximum extent permitted by Thai law, Umbra Logic's total liability for any claims arising from or related to our services shall not exceed the total fees paid by the client for the specific engagement giving rise to the claim.

We shall not be liable for indirect, incidental, consequential, special, or punitive damages, including loss of profits, data loss, business interruption, or reputational harm, regardless of whether we have been advised of the possibility of such damages.

Force majeure: Neither party shall be liable for delays or failure to perform obligations due to circumstances beyond reasonable control, including natural disasters, government actions, civil unrest, pandemics, infrastructure failures, or internet disruptions.

11. Indemnification

You agree to indemnify and hold Umbra Logic, its directors, employees, and contractors harmless from any claims, losses, damages, liabilities, and expenses (including reasonable legal fees) arising from your breach of these terms, misuse of our services, or violation of applicable law.

12. Termination

Either party may terminate a consulting engagement in accordance with the terms of the engagement agreement. In the absence of specific termination provisions, either party may terminate with 30 days' written notice.

We reserve the right to restrict or suspend access to our website if we reasonably believe that a user has violated these Terms and Conditions.

Upon termination of an engagement, the client shall pay for all work completed up to the termination date. Provisions relating to intellectual property, confidentiality, limitation of liability, and indemnification survive termination.

13. Dispute Resolution

Governing law: These Terms and Conditions are governed by the laws of the Kingdom of Thailand.

Informal resolution: In the event of a dispute, both parties agree to first attempt to resolve the matter through good-faith discussion and negotiation within 30 days of written notice of the dispute.

Mediation: If informal resolution is not successful, either party may refer the dispute to mediation under the rules of the Thailand Arbitration Center (THAC) before pursuing other remedies.

Jurisdiction: Any legal proceedings arising from these terms shall be brought before the competent courts of Bangkok, Thailand.

14. General Provisions

Entire agreement: These Terms and Conditions, together with any engagement-specific agreements, constitute the entire understanding between the parties regarding the subject matter herein.

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

Waiver: Failure to exercise or enforce any right under these terms does not constitute a waiver of that right.

Assignment: You may not assign your rights or obligations under these terms without our prior written consent. We may assign our rights and obligations to a successor entity.

Notices: Any formal notices should be sent by email to [email protected] or by post to our registered address.

15. Changes to These Terms

We may update these Terms and Conditions periodically. Changes will be posted on this page with an updated "Last Updated" date. Continued use of our website or services following any changes constitutes acceptance of the updated terms. We encourage you to review this page from time to time.

16. Contact Information

For questions or concerns regarding these Terms and Conditions, please reach out to us:

Umbra Logic
159 Phahonyothin Road, Sam Sen Nai, Phaya Thai, Bangkok 10400
Email: [email protected]
Phone: +66 2 279 3461