Terms of Service

These Terms of Service set out the agreement between you and NOUT AI Consulting, Inc. (NOUT). By engaging our services or accessing our website you agree to these terms. If you enter into a separate written agreement with NOUT, those terms will govern where they conflict with these terms for that engagement. For general inquiries contact us at [email protected] or +1 (415) 555-0132. Our principal place of business is 420 Market St, Suite 300, San Francisco, CA 94105, USA.

Services and engagement

NOUT provides consulting and technical services including discovery workshops, pilot implementations, data engineering, applied modeling, MLOps, and governance advisory. Scope, deliverables, milestones, and acceptance criteria are established in statements of work or project schedules. We will perform services using reasonable care and skill consistent with industry practices. Any timelines are estimates and depend on the availability of client resources, data quality, and other dependencies. Changes to scope may require adjustments to fees and delivery dates. For clarity, we do not guarantee specific business outcomes unless expressly stated in a signed agreement that includes measurable success criteria and fee structure tied to those outcomes.

Fees, invoicing, and payment

Fees for services are set out in the applicable statement of work. Unless otherwise agreed, NOUT invoices for work completed at the end of each month or at predefined milestones. Payment terms are thirty days from invoice date unless a different schedule is agreed. Late payments may incur interest at a rate permitted by law. Expenses reasonably incurred for project delivery, such as cloud costs or third-party licenses, are billed in addition to fees. If a client disputes an invoice in good faith they must notify NOUT promptly, and both parties will work to resolve the dispute while undisputed amounts remain payable. NOUT reserves the right to suspend work for overdue accounts after reasonable notice.

Intellectual property and licenses

Unless otherwise agreed in writing, NOUT retains all intellectual property rights in methodologies, tools, models, templates, code, and know-how developed prior to or independent of a client engagement. For client-specific deliverables produced under contract, NOUT grants the client a worldwide, non-exclusive, perpetual license to use those deliverables for their internal business purposes, subject to payment in full and compliance with the agreement. If third-party software or libraries are used, the applicable third-party licenses apply and may restrict distribution. Client data provided to NOUT remains the property of the client; NOUT processes and stores that data solely to provide the contracted services. Any shared anonymized, aggregated insights derived from multiple engagements may be used by NOUT for product improvement provided no confidential or personal data is identifiable.

Confidentiality and data handling

Both parties agree to keep confidential information secure and not disclose it except as necessary to perform services or as required by law. Confidential information includes non-public data, trade secrets, and technical or business information designated confidential. NOUT implements technical and organizational measures to protect client data and will use subprocessors under contract with equivalent obligations. For engagements that involve processing personal data, the parties will document roles and responsibilities and include appropriate data processing terms. Upon termination or at the client's request, NOUT will return or securely delete client data as specified in the contract, subject to any legal retention obligations.

Warranties and disclaimers

NOUT warrants that services will be performed with reasonable skill and care. Except for this express warranty and as required by law, services and deliverables are provided "as is" without additional warranties. Because AI and analytics depend on data quality and changing conditions, NOUT does not warrant that models will be error free or that they will achieve particular business results unless such guarantees are set out in a signed agreement with defined measures and terms. Clients are responsible for validating outputs before relying on them for critical decisions. For pilot or prototype work, deliverables may be provided for evaluation and may require further engineering for production readiness.

Limitation of liability

To the maximum extent permitted by law, NOUT's aggregate liability arising out of or related to these terms or any engagement will not exceed the fees paid to NOUT under the applicable statement of work in the twelve months preceding the claim. NOUT is not liable for indirect, incidental, special, or consequential damages, including lost profits, loss of data, or business interruption, even if advised of the possibility of such damages. These limitations do not apply to liability arising from gross negligence, willful misconduct, or where prohibited by applicable law. Clients should ensure they have appropriate insurance in place for residual risks.

Term, termination, and suspension

Either party may terminate a statement of work for material breach if the other party fails to cure the breach within a specified period after written notice. NOUT may suspend services for non-payment after providing reasonable notice. On termination, the client pays for all services performed and expenses incurred up to the effective termination date. Sections that by their nature survive termination, including intellectual property, confidentiality, limitation of liability, and payment obligations, will continue in force. Termination will not relieve either party of accrued obligations prior to termination.

Governing law and dispute resolution

These terms are governed by the laws of the State of California without regard to conflict of laws principles. The parties will first attempt to resolve disputes through good-faith negotiations. If negotiations fail, disputes may be resolved in the state or federal courts located in San Francisco County, California, unless the parties agree otherwise in a signed agreement. Nothing in this section prevents either party from seeking injunctive relief in a court of competent jurisdiction to protect intellectual property or confidential information.

Changes to terms and contact

NOUT may update these Terms of Service from time to time. Material changes will be posted to our website with an updated effective date. For questions or to request a copy of current terms, contact us at [email protected] or call +1 (415) 555-0132. Our business address is 420 Market St, Suite 300, San Francisco, CA 94105, USA.