On the conditions
of engagement.

Acceptance & scope.

By engaging MATRIX — through this website, through correspondence, or through a formal engagement — you accept these terms.

These Terms of Service ("Terms") govern your access to and use of matrka.net, any platform operated by MATRIX, and any service, product, or engagement provided by MATRIX ("Services").

Where a separate written agreement exists between you and MATRIX — a master services agreement, statement of work, engagement letter, or licence — that agreement governs in respect of its subject matter. These Terms apply to everything else.

If you do not accept these Terms, do not use the Services. If you are entering into these Terms on behalf of an organisation, you confirm that you have authority to bind that organisation.

Who we are.

MATRIX is an Applied AI Research Studio — an intelligence architecture firm designing the invisible architecture through which intelligence becomes trustworthy, scalable, and beneficial.

We are not a software company, not an AI agency, and not a consultancy in the conventional sense. We build reasoning infrastructure, research frameworks, and applied intelligence systems. Our work is grounded in original research — CES-QN, KALPA, the Omega Model, and the field-based cognition framework — and delivered through a portfolio of platforms and advisory engagements.

Services & the nine disciplines.

MATRIX provides services and develops products across nine interconnected disciplines. Each is a dimension of a single intelligence architecture programme, not a siloed department. The Services we may provide to you under these Terms include any combination of the following:

Services may be delivered through commercial platforms (Gravity, QiDS, ARPS, Humming, Mangrove, Datum, Agile+, Meta Care, MindMuse Suite, and related products), research collaboration (CES-QN, KALPA, Omega Model, frontier programmes), or advisory engagements (strategic counsel, enterprise transformation, product partnership).

Specific deliverables, timelines, and commercial terms for any given engagement are set out in a separate Statement of Work or written agreement. Nothing in these Terms obligates MATRIX to accept any particular engagement — our door is narrow on purpose.

Client obligations.

Our work depends on the quality of what you bring to it. Where you engage MATRIX, you agree to:

• ◆ Provide accurate information You will provide truthful, complete, and timely information reasonably required for the Services — including data, documentation, access, and decisions.
• ◆ Have the right to share You confirm that any data, content, or material you provide to MATRIX is lawfully yours to share, and that its provision does not violate any third-party right or legal obligation.
• ◆ Cooperate in good faith You will designate a point of contact with authority to make decisions, respond to queries, and review deliverables within reasonable timeframes.
• ◆ Use the Services lawfully You will not use the Services for any unlawful purpose, or in a manner that infringes the rights of others, or that would require MATRIX to violate any law or ethical obligation.
• ◆ Respect research integrity Where you participate in research collaboration, you will respect the research protocols, ethical standards, and publication frameworks agreed for the programme.
• ◆ Maintain your own compliance You are responsible for your own regulatory, licensing, and compliance obligations in respect of your use of any deliverable.

Intellectual property.

Research frameworks belong to the studio. Deliverables belong to the client — under the terms below.

This section sets out the ownership and licensing of intellectual property in respect of the Services.

• ◆ MATRIX Background IP All research frameworks, methodologies, architectures, and pre-existing intellectual property developed by MATRIX — including CES-QN, KALPA, the Omega Model, Terra, the field-based cognition framework, and all underlying algorithms, ontologies, and know-how — remain the exclusive property of MATRIX. Nothing in these Terms transfers ownership of MATRIX Background IP.
• ◆ Client Materials All data, content, documentation, and materials provided by the Client to MATRIX remain the property of the Client. MATRIX receives only the limited licence necessary to perform the Services.
• ◆ Deliverables On full payment of applicable fees, MATRIX assigns to the Client the rights in bespoke deliverables created specifically for the Client under a Statement of Work — excluding any MATRIX Background IP embedded within them.
• ◆ Licence to MATRIX Background IP Where a deliverable incorporates MATRIX Background IP, MATRIX grants the Client a non-exclusive, non-transferable, worldwide licence to use that Background IP solely as incorporated in the deliverable, for the Client's internal business purposes.
• ◆ Platform Licence Access to and use of MATRIX platforms (Gravity, QiDS, Datum, ARPS, Humming, Mangrove, Agile+, Meta Care, MindMuse Suite) is licensed, not sold. Platform access is governed by the applicable subscription or licence terms.
• ◆ Research & Publications MATRIX retains the right to publish research findings, methodologies, and generalisable insights arising from engagements — provided always that Client Confidential Information is not disclosed without consent.
• ◆ Feedback Any feedback, suggestions, or ideas you provide about the Services may be used by MATRIX without obligation or compensation, and you grant MATRIX a perpetual, royalty-free licence to do so.

Engagement terms.

MATRIX accepts a small number of engagements each year. The door is narrow on purpose.

Engagements proceed on the following basis:

• ◆ Statement of Work Each engagement is governed by a written Statement of Work (or equivalent) setting out scope, deliverables, milestones, timeline, fees, and any special terms. These Terms apply to all Statements of Work unless expressly varied.
• ◆ Order of precedence In the event of conflict, the order of precedence is: (a) the signed Statement of Work; (b) these Terms; (c) any other applicable document.
• ◆ Change control Changes to scope, timeline, or fees require written agreement. We will not silently expand or reduce an engagement without your written consent.
• ◆ Maturity designations Platform and research programme maturity designations (Commercial · Prototype · MVP · In Development · Research · Proposed) are accurate as of the date stated in any portfolio or profile document. MATRIX does not warrant that any research-stage or proposed programme will reach a given maturity.
• ◆ Client responsibilities Timelines assume timely Client cooperation. Where Client delays affect delivery, MATRIX may adjust timelines and, where applicable, fees.

Fees & payment.

Commercial terms for each engagement are set out in the applicable Statement of Work. Except where the Statement of Work provides otherwise, the following applies:

Confidentiality.

What is entrusted to us is held with the seriousness of any element we choose to build with.

Each party may receive information that the other treats as confidential. Where that is the case:

• ◆ Obligation The receiving party will keep the disclosing party's Confidential Information confidential, use it only for the purposes of the engagement, and disclose it only to those of its personnel and advisers who need to know and are bound by equivalent obligations.
• ◆ Exclusions Confidential Information does not include information that: (a) is or becomes public through no fault of the receiving party; (b) was lawfully known to the receiving party before disclosure; (c) is independently developed without reference to the Confidential Information; or (d) is lawfully received from a third party without restriction.
• ◆ Required disclosure Where the receiving party is legally required to disclose Confidential Information, it will — where lawful and practicable — give the disclosing party prompt notice and reasonable assistance to limit the disclosure.
• ◆ Duration Confidentiality obligations continue for five (5) years from the date of disclosure, or indefinitely in respect of trade secrets.
• ◆ Return or destruction On written request or on termination, the receiving party will return or destroy Confidential Information, subject to any legal retention obligation.

Acceptable use.

You agree not to use the Services, platforms, or deliverables in any manner that:

• ◆ Violates any applicable law, regulation, or court order
• ◆ Infringes or misappropriates the intellectual property or privacy rights of any third party
• ◆ Is deceptive, fraudulent, or intended to cause harm
• ◆ Involves the development of weapons, offensive cyber capabilities, or surveillance systems designed to violate human rights
• ◆ Attempts to reverse-engineer, decompile, or extract the underlying models, algorithms, or source code of any MATRIX platform, except as permitted by law
• ◆ Interferes with the security, integrity, or availability of MATRIX systems or the systems of other users
• ◆ Uses automated means to scrape, harvest, or overload the Services
• ◆ Misrepresents the nature, capability, or maturity of any MATRIX product or research programme in communications with third parties

AI systems & outcomes.

Several MATRIX platforms and services incorporate artificial intelligence systems, including large language models, machine learning models, and multi-agent architectures. You acknowledge and agree that:

• ◆ Outputs require judgment AI-generated outputs are probabilistic and may contain errors, omissions, or inaccuracies. Outputs should be reviewed by a qualified human before being relied upon for consequential decisions.
• ◆ Not a substitute for professional advice Nothing generated by any MATRIX platform constitutes legal, medical, financial, or other regulated professional advice unless expressly agreed in writing.
• ◆ Human-in-the-loop Where MATRIX designs a system with a human-in-the-loop escalation (Level 6 in the GRAVITY escalation ladder), you agree that this is a deliberate safety feature, not a limitation to be removed.
• ◆ Decision Ledger Where a MATRIX platform records routing decisions for explainability (the Decision Ledger), you agree not to disable, falsify, or misrepresent its records.
• ◆ No guarantee of outcome MATRIX does not warrant any particular accuracy, reliability, commercial result, or fitness for a specific purpose of any AI-generated output, except as expressly set out in a Statement of Work.
• ◆ Training & your data MATRIX will not use your data to train models without your express written and revocable consent. Where you consent, the scope and duration of the consent are recorded in writing.

Warranty & disclaimers.

We stand behind our work — with the honesty of an institution that intends to be here in a hundred years.

• ◆ Service warranty MATRIX warrants that the Services will be performed with reasonable skill and care by suitably qualified personnel, and in accordance with applicable law.
• ◆ Remedy Where MATRIX breaches this warranty, MATRIX will — at its option — re-perform the affected Services or refund the fees paid for the affected portion. This is your exclusive remedy for breach of the warranty.
• ◆ Research-stage disclaimer Research programmes, proposed frameworks, and any deliverable explicitly designated as research-stage, proposed, preclinical, or speculative are provided for intellectual exploration and partnership discussion. They are not warranted as validated capability, and no clinical, regulatory, or commercial outcome is promised.
• ◆ Platform availability MATRIX platforms are provided on an "as available" basis. MATRIX does not warrant uninterrupted availability, and may suspend access for maintenance, security, or upgrade purposes.
• ◆ General disclaimer Except for the express warranties stated above, the Services are provided "as is" and MATRIX disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

Limitation of liability.

To the maximum extent permitted by applicable law:

• ◆ Cap on liability MATRIX's total cumulative liability arising out of or in connection with the Services — whether in contract, tort, or otherwise — shall not exceed the fees paid by the Client to MATRIX in the twelve (12) months preceding the event giving rise to the claim.
• ◆ No indirect damages MATRIX shall not be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages — including loss of profit, loss of revenue, loss of data, or loss of business opportunity — even if advised of the possibility of such damages.
• ◆ Exceptions Nothing in this section limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) wilful misconduct; or (d) any liability that cannot lawfully be limited.
• ◆ AI-specific limitation MATRIX shall not be liable for any decision, action, or inaction taken by the Client or any third party in reliance on an AI-generated output, where such output was reviewed or was capable of being reviewed by a qualified human.

Indemnification.

Each party (the "Indemnifying Party") agrees to indemnify, defend, and hold harmless the other party and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, and reasonable legal fees arising out of:

• ◆ Client indemnity (a) The Client's breach of these Terms or any Statement of Work; (b) the Client's violation of any law or third-party right; (c) the Client's use of a deliverable in a manner not authorised by the engagement.
• ◆ MATRIX indemnity (a) MATRIX's breach of these Terms or any Statement of Work; (b) a claim that a MATRIX-developed deliverable infringes a third-party intellectual property right, where the deliverable was used as intended.
• ◆ Procedure The indemnified party will promptly notify the indemnifying party, allow it to control the defence, and reasonably cooperate. Failure to notify promptly relieves the indemnifying party of its obligation only to the extent it is materially prejudiced.

Term & termination.

• ◆ Term These Terms apply for as long as you use the Services or maintain an engagement with MATRIX. Individual Statements of Work terminate on completion of the deliverables and payment of applicable fees, unless extended.
• ◆ Termination for convenience Either party may terminate an ongoing engagement for convenience on thirty (30) days' written notice. Fees for work performed up to the termination date remain payable.
• ◆ Termination for cause Either party may terminate immediately on written notice if the other: (a) commits a material breach that remains uncured thirty (30) days after written notice; (b) becomes insolvent or enters administration; or (c) engages in conduct that materially damages the other's reputation or legal standing.
• ◆ Effect of termination On termination: (a) the Client will pay all fees due for work performed; (b) each party will return or destroy the other's Confidential Information; (c) the provisions that by their nature should survive — including IP, confidentiality, liability, and governing law — will survive.

Governing law & disputes.

These Terms are governed by the laws of India, without regard to conflict-of-laws principles.

The parties will first seek to resolve any dispute through good-faith negotiation between authorised representatives within thirty (30) days of written notice of the dispute.

If negotiation does not resolve the dispute, the parties agree to submit the dispute to binding arbitration seated in India, in accordance with the Arbitration and Conciliation Act, 1996 (as amended), conducted in English before a single arbitrator appointed by mutual agreement. The award shall be final and binding.

Nothing in this section prevents either party from seeking urgent interim or injunctive relief from a court of competent jurisdiction to protect its intellectual property or confidential information.

Where the Client is a consumer located in a jurisdiction that provides mandatory local consumer protections, nothing in these Terms overrides those protections.

General provisions.

• ◆ Entire agreement These Terms, together with any applicable Statement of Work, constitute the entire agreement between the parties and supersede all prior discussions and understandings.
• ◆ Assignment Neither party may assign these Terms without the other's written consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets.
• ◆ Independent contractor The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
• ◆ Severability If any provision of these Terms is found unenforceable, the remaining provisions remain in full force, and the unenforceable provision is modified to the minimum extent necessary to make it enforceable.
• ◆ No waiver Failure to enforce any provision is not a waiver of that provision or any other.
• ◆ Force majeure Neither party is liable for delays or failures caused by events beyond its reasonable control — including natural disasters, war, civil unrest, epidemic, or critical infrastructure failure — provided the affected party notifies the other promptly and mitigates the impact.
• ◆ Notices Formal notices under these Terms must be in writing and sent to the addresses set out in the applicable Statement of Work, or to the contact addresses in Section 18.
• ◆ Third-party rights These Terms do not confer rights on any third party, except as expressly stated.

Changes to these terms.

These Terms may be revised from time to time. Changes will be dated, versioned, and made visible at this address. We will not rewrite the past to suit the present.

Material changes will be communicated to active Clients directly, where we hold a channel to reach them. Continued use of the Services after a revision constitutes acceptance of the revised Terms, except where a Statement of Work provides otherwise.

A final word.

Structure so sound it requires no announcement. A protocol is a constitution.

If any part of these Terms is unclear, we would rather you ask than assume. Write to us — every message is read.