Terms & Conditions
Legal terms governing the use of Deep Lattice services
Welcome to Deep Lattice. These Terms and Conditions ("Terms") govern your access to and use of our website, services, and applications. Please read them carefully.
By accessing or using our Services, you agree to be bound by these Terms and our Privacy Policy. If you disagree with any part of these Terms, you may not access or use our Services.
1. Acceptance of Terms
By accessing, browsing, or using the Deep Lattice website, services, or applications (collectively, the "Services"), you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions ("Terms") and our Privacy Policy.
If you do not agree to these Terms, you must not access or use our Services. We reserve the right to modify these Terms at any time. Continued use after modifications constitutes acceptance of the updated Terms.
These Terms constitute a legally binding agreement between you ("Client," "you," or "your") and Deep Lattice ("Company," "we," "us," or "our").
2. Services Description
2.1 AI/ML Services
Deep Lattice provides artificial intelligence and machine learning services, including but not limited to:
- Deep learning model development and deployment
- Lattice computing implementations
- AI strategy consulting and assessment
- Machine learning operations (MLOps)
- Natural language processing (NLP) solutions
- Computer vision applications
- Predictive analytics and data science
- AI research and development
- Training and workshops
- Technical support and maintenance
2.2 Service Scope
Specific services, deliverables, timelines, and pricing are defined in individual Service Agreements or Statements of Work (SOW) executed between Client and Deep Lattice.
3. Client Responsibilities
3.1 Information Accuracy
Clients must provide accurate, complete, and current information when engaging our services or using our website.
3.2 Data and Access
Clients are responsible for:
- Providing necessary data, access, and resources for service delivery
- Ensuring data quality, legality, and compliance with applicable laws
- Obtaining required consents and permissions for data use
- Maintaining confidentiality of account credentials
- Promptly notifying us of unauthorized access or security breaches
3.3 Compliance
Clients must comply with all applicable laws, regulations, and industry standards when using our services, including but not limited to data protection laws (GDPR, CCPA, HIPAA), intellectual property laws, and export control regulations.
3.4 Prohibited Uses
Clients must not:
- Use services for illegal, fraudulent, or harmful purposes
- Attempt to reverse engineer, decompile, or disassemble our proprietary technology
- Interfere with or disrupt the integrity or performance of our services
- Access unauthorized data or systems
- Use services to develop competing products or services
- Violate intellectual property rights or privacy of third parties
- Transmit malware, viruses, or harmful code
4. Intellectual Property Rights
4.1 Client Data
Clients retain all rights, title, and interest in their data, content, and pre-existing intellectual property provided to Deep Lattice.
4.2 Custom Deliverables
Ownership of custom models, code, and deliverables developed specifically for Client shall be as specified in the applicable Service Agreement or SOW. Unless otherwise agreed, ownership transfers to Client upon full payment.
4.3 Deep Lattice IP
Deep Lattice retains all rights to:
- Proprietary methodologies, frameworks, and algorithms
- Pre-existing intellectual property and tools
- General knowledge, techniques, and experience gained
- Website content, branding, and trademarks
- Documentation and training materials (excluding client-specific content)
4.4 License Grant
Client grants Deep Lattice a limited, non-exclusive license to use Client data solely for providing services under the agreement. Deep Lattice grants Client a license to use deliverables as specified in the Service Agreement.
4.5 Third-Party Components
Services may incorporate third-party open-source or licensed components. Such components remain subject to their respective licenses.
5. Confidentiality
5.1 Confidential Information
Both parties agree to maintain confidentiality of proprietary information disclosed during the engagement, including:
- Business strategies, plans, and financial information
- Technical data, algorithms, and methodologies
- Client data and project specifications
- Trade secrets and proprietary processes
- Pricing and contractual terms
5.2 Exceptions
Confidentiality obligations do not apply to information that:
- Is publicly available through no fault of the receiving party
- Was already in possession before disclosure
- Is independently developed without use of confidential information
- Is required to be disclosed by law or court order
- Is disclosed with written consent
5.3 Non-Disclosure Agreements
For sensitive projects, parties may execute a separate Non-Disclosure Agreement (NDA) with additional confidentiality terms.
6. Payment Terms
6.1 Pricing
Pricing for services is specified in the applicable Service Agreement, SOW, or proposal. Prices are in USD (or as specified) and exclude applicable taxes unless stated otherwise.
6.2 Payment Schedule
Payment terms vary by engagement:
- Fixed-price projects: Milestone-based payments as specified in SOW
- Time & materials: Monthly invoicing based on actual hours/resources
- Retainer agreements: Upfront monthly or quarterly payments
- SaaS/Platform: Subscription billing as per selected plan
6.3 Invoicing and Due Dates
Invoices are sent electronically and payment is due within 30 days unless otherwise agreed. Late payments may incur interest charges of 1.5% per month or maximum allowed by law.
6.4 Expenses
Pre-approved out-of-pocket expenses (travel, third-party services) are billed separately with supporting documentation.
6.5 Taxes
Client is responsible for all applicable taxes (sales, use, VAT, GST) except taxes on Deep Lattice's income.
7. Warranties and Disclaimers
7.1 Service Warranty
Deep Lattice warrants that services will be performed with professional skill and care consistent with industry standards. Custom deliverables will materially conform to specifications in the SOW.
7.2 Disclaimer of Warranties
EXCEPT AS EXPRESSLY PROVIDED, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY OF RESULTS.
7.3 AI/ML Limitations
Client acknowledges that AI/ML models:
- Are probabilistic and may produce unexpected or incorrect results
- Require ongoing monitoring, evaluation, and refinement
- May exhibit bias present in training data
- Performance depends on data quality and operational environment
- Are not guaranteed to achieve specific business outcomes
7.4 Third-Party Services
We disclaim responsibility for third-party services, platforms, or data sources integrated with our solutions.
8. Limitation of Liability
8.1 Liability Cap
TO THE MAXIMUM EXTENT PERMITTED BY LAW, DEEP LATTICE'S TOTAL LIABILITY ARISING FROM OR RELATED TO SERVICES SHALL NOT EXCEED THE FEES PAID BY CLIENT IN THE 12 MONTHS PRECEDING THE CLAIM, OR $10,000, WHICHEVER IS GREATER.
8.2 Excluded Damages
IN NO EVENT SHALL DEEP LATTICE BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF POSSIBILITY.
8.3 Exceptions
Liability limitations do not apply to:
- Gross negligence or willful misconduct
- Breach of confidentiality obligations
- Infringement of intellectual property rights
- Death or personal injury caused by negligence
- Liabilities that cannot be excluded by applicable law
9. Indemnification
9.1 Client Indemnity
Client shall indemnify, defend, and hold harmless Deep Lattice from claims, damages, and expenses arising from:
- Client's breach of these Terms or applicable agreements
- Violation of laws or third-party rights by Client
- Client data, content, or use of services
- Unauthorized modifications to deliverables
9.2 Deep Lattice Indemnity
Deep Lattice shall indemnify Client from third-party claims that deliverables infringe intellectual property rights, provided Client promptly notifies us and cooperates in defense.
10. Term and Termination
10.1 Term
These Terms remain in effect while you access or use our Services. Service Agreements specify project duration and renewal terms.
10.2 Termination for Convenience
Either party may terminate ongoing services with 30 days written notice (or as specified in Service Agreement). Client remains liable for fees incurred through termination date.
10.3 Termination for Cause
Either party may terminate immediately upon written notice if the other party:
- Materially breaches Terms or Service Agreement and fails to cure within 15 days
- Becomes insolvent or subject to bankruptcy proceedings
- Ceases business operations
- Engages in fraudulent or illegal conduct
10.4 Effect of Termination
Upon termination:
- Client must pay all outstanding fees for services rendered
- Deep Lattice will deliver completed work products
- Each party will return or destroy confidential information
- Sections related to IP, confidentiality, warranties, limitation of liability, and indemnification survive termination
11. Data Protection and Security
Deep Lattice implements enterprise-grade security measures to protect Client data. Specific data processing terms, security standards, and compliance requirements are detailed in Data Processing Agreements (DPA) executed with Client.
We comply with applicable data protection regulations including GDPR, CCPA, HIPAA (where applicable), and industry-specific standards. Clients are responsible for ensuring their data use complies with applicable laws.
12. General Provisions
12.1 Governing Law
These Terms are governed by the laws of Australia, without regard to conflict of law principles. Disputes shall be resolved in courts located in Australia unless otherwise agreed.
12.2 Dispute Resolution
Parties agree to first attempt resolution through good faith negotiation. If unsuccessful within 30 days, disputes may be submitted to mediation before pursuing litigation.
12.3 Entire Agreement
These Terms, together with Service Agreements, SOWs, and referenced policies, constitute the entire agreement and supersede all prior agreements or representations.
12.4 Amendments
We may modify these Terms at any time. Material changes will be communicated via email or website notice. Continued use constitutes acceptance.
12.5 Assignment
Client may not assign or transfer rights without prior written consent. Deep Lattice may assign to affiliates or in connection with merger or acquisition.
12.6 Force Majeure
Neither party is liable for delays or failures due to circumstances beyond reasonable control (natural disasters, war, pandemics, government actions, network failures).
12.7 Severability
If any provision is found invalid or unenforceable, remaining provisions remain in full effect.
12.8 Waiver
Failure to enforce any provision does not waive the right to enforce it later.
12.9 Independent Contractors
Parties are independent contractors. No partnership, joint venture, or employment relationship is created.
13. Contact Information
For questions about these Terms or to discuss service agreements, please contact:
Email: legal@deeplattice.ai General Inquiries: hello@deeplattice.ai Phone: +61 000 000 000
Important: These Terms constitute a legally binding agreement. For service-specific terms, please refer to your Service Agreement or Statement of Work. If you have questions about these Terms, please contact our legal team at legal@deeplattice.ai.