These Terms & Conditions ("Terms") govern your access to the Hiti Labs website and any services we provide to you. Please read them carefully. By using our website or engaging our services, you agree to be bound by these Terms.
01Acceptance of these Terms
By accessing or using the website at hitilabs.com (the "Website"), submitting an enquiry, or entering into an engagement with us, you confirm that you have read, understood and agree to these Terms and to our Privacy Policy.
If you are accepting these Terms on behalf of a company or other organisation, you confirm that you have authority to bind that organisation, and "you" refers to that organisation. If you do not agree to these Terms, you must not use the Website or our services.
02Definitions
- "Hiti Labs", "we", "us", "our" means Hiti Labs, the provider of the Website and the Services.
- "Client", "you", "your" means the person or organisation using the Website or receiving the Services.
- "Services" means the consulting, design, software development, machine learning, data engineering, MLOps, strategy, audit, support and related services we provide.
- "Statement of Work" or "SOW" means a proposal, order form, statement of work or similar document, agreed in writing by both parties, describing specific Services, Deliverables, timelines and fees.
- "Deliverables" means the software, models, documentation, reports and other materials we create specifically for you and deliver under an SOW.
- "Client Materials" means any data, documents, content, systems access, trademarks and other materials you provide to us.
- "Background IP" means intellectual property owned or developed by a party independently of an SOW, including our pre-existing tools, libraries, frameworks, templates, methods and know-how.
- "Third-Party Components" means open-source software, third-party AI models, APIs, cloud services and other products not owned by Hiti Labs.
03Use of the website
We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Website for lawful purposes and for learning about our Services. You agree not to:
- use the Website in any way that breaches applicable law or regulation;
- attempt to gain unauthorised access to the Website, its servers or any connected systems;
- introduce viruses, malware or other harmful material;
- scrape, copy, reproduce or redistribute Website content for commercial purposes without our written consent;
- interfere with or disrupt the Website's operation or impose an unreasonable load on its infrastructure;
- submit false, misleading or unlawful information through our contact forms.
Content on the Website, including descriptions of services, case studies and timelines, is provided for general information only. It does not constitute an offer, and it may change without notice. We do not guarantee that the Website will be available, uninterrupted or error-free.
04Our services
4.1 Engagements
We provide Services under an SOW. Each SOW incorporates these Terms. If an SOW conflicts with these Terms, the SOW prevails for that engagement only, and only where it expressly says it overrides these Terms. A separately signed master services agreement between you and us takes precedence over these Terms.
4.2 Engagement types
Engagements may include fixed-scope work (such as a discovery sprint), project-based builds delivered against milestones, and ongoing retainers providing embedded engineering capacity. The scope, duration, pricing model and acceptance criteria for each will be set out in the relevant SOW.
4.3 Estimates and timelines
Timelines and estimates we give, including those shown on the Website, are good-faith estimates based on the information available at the time. They are not guarantees, and they may depend on your timely cooperation, the quality and availability of data, and third-party dependencies.
4.4 Change requests
Either party may request changes to the scope of an SOW. Changes take effect only when both parties agree them in writing, including any resulting adjustments to fees and timelines.
4.5 Personnel and subcontractors
We decide which personnel perform the Services. We may use carefully selected subcontractors, and we remain responsible for their performance and for their compliance with the confidentiality obligations in these Terms.
4.6 Acceptance
Unless an SOW specifies otherwise, you will have ten (10) business days after delivery to test a Deliverable against its agreed acceptance criteria and notify us in writing of any material non-conformity. We will correct reported non-conformities within a reasonable time. A Deliverable is deemed accepted if you do not notify us of a non-conformity within that period, or when you use it in production.
05Fees & payment
- Fees are set out in the relevant SOW and may be fixed, milestone-based, or time-and-materials.
- Unless an SOW states otherwise, we invoice monthly or on completion of milestones, and invoices are payable within thirty (30) days of the invoice date.
- Fees exclude taxes such as VAT, GST or sales tax. You are responsible for all applicable taxes other than taxes on our income.
- You will reimburse reasonable pre-approved expenses, and third-party costs incurred on your behalf, such as cloud compute, model API usage, data labelling and software licences, unless the SOW states that these are included.
- We may charge interest on overdue amounts at the lower of 1.5% per month or the maximum rate permitted by law. We may also suspend the Services, with written notice, if payment is more than fifteen (15) days overdue.
- If you dispute an invoice in good faith, you must notify us in writing within fifteen (15) days of receiving it and pay any undisputed portion on time.
06Your responsibilities
To enable us to deliver the Services, you agree to:
- provide timely access to the people, information, data, systems and environments reasonably required;
- ensure that Client Materials are accurate, and that you have all rights, consents and legal bases needed for us to use them to perform the Services, including any personal data they contain;
- make timely decisions and give timely approvals;
- maintain appropriate backups of your data and systems;
- comply with the acceptable-use policies of any Third-Party Components we integrate on your behalf;
- ensure that your use of the Deliverables complies with applicable laws, including laws on AI, data protection, consumer protection, employment and sector-specific regulation.
We are not responsible for delays or failures caused by your failure to meet these responsibilities.
07Intellectual property
7.1 Website content
The Website and its content, including text, graphics, logos, design and code, are owned by or licensed to Hiti Labs and are protected by intellectual property laws. You may not use our name, logo or trademarks without our prior written consent.
7.2 Client Materials
You keep all rights in your Client Materials. You grant us a non-exclusive, royalty-free licence to use Client Materials only as needed to perform the Services during the engagement.
7.3 Deliverables
On receipt of full payment of the fees for the relevant Deliverables, we assign to you all rights, title and interest in the Deliverables created specifically for you, excluding Background IP and Third-Party Components. Until full payment, you have a licence to use the Deliverables for evaluation only.
7.4 Background IP
Each party keeps ownership of its Background IP. Where our Background IP is incorporated into a Deliverable, we grant you a perpetual, worldwide, non-exclusive, royalty-free licence to use, modify and maintain it as part of that Deliverable, for your internal business purposes. You may not resell or license our Background IP separately.
7.5 Third-Party Components
Third-Party Components are licensed to you under their own licence terms, which we will identify on request. You are responsible for complying with those terms.
7.6 Know-how and portfolio
Nothing in these Terms restricts either party from using the general skills, knowledge and experience gained during an engagement, provided no Confidential Information is disclosed. Unless you tell us otherwise in writing, we may name you as a client and describe the engagement in general, non-confidential terms.
08AI systems & outputs
Our Services often involve large language models, machine learning models and other AI technologies. You acknowledge the following:
- Probabilistic outputs. AI systems produce probabilistic outputs that may be inaccurate, incomplete, biased or inconsistent, even when designed and tested with care. We do not guarantee any particular level of accuracy or performance, except where an SOW sets out specific, measurable acceptance criteria.
- Human oversight. You are responsible for putting appropriate human review, monitoring and controls in place before relying on AI outputs, especially in decisions affecting people's health, safety, legal rights, finances or employment.
- Third-party models. Where Deliverables rely on third-party model providers, their availability, behaviour, pricing and terms are outside our control and may change. We will recommend and configure providers suited to your requirements, including privacy and data residency, but we are not responsible for the providers' acts or omissions.
- Model drift. A model's performance may degrade over time as data, usage or underlying models change. Ongoing monitoring and retraining are provided only if an SOW includes them.
- Training on your data. We will not use your Client Materials or confidential data to train models for any other client, or for our own general-purpose products, without your express written consent.
- Regulatory compliance. We will design with applicable AI regulation in mind where an SOW identifies it. You remain responsible for determining how the Deliverables are classified and for meeting your obligations as the deployer or operator of the AI system.
09Confidentiality
"Confidential Information" means non-public information that one party discloses to the other, and that is marked as confidential or should reasonably be understood to be confidential. This includes business plans, data, source code, models, prompts, pricing and the terms of any SOW.
Each party will:
- use the other's Confidential Information only to perform or receive the Services;
- disclose it only to its employees, contractors and professional advisers who need to know it and who are bound by confidentiality obligations at least as protective as these;
- protect it with at least reasonable care.
These obligations do not apply to information that is or becomes public through no fault of the receiving party, was lawfully known to the receiving party before disclosure, is independently developed, or is lawfully received from a third party without restriction. A party may disclose Confidential Information where required by law, provided it gives prompt notice where lawful. These obligations survive for five (5) years after the end of the engagement, and indefinitely for trade secrets and personal data.
10Data protection
Our Privacy Policy explains how we handle personal data collected through the Website and in our business dealings with you.
Where we process personal data on your behalf as part of the Services, you are the controller and we are the processor. Both parties will comply with applicable data protection laws. On request, we will enter into a data processing agreement that meets the requirements of those laws, and that agreement will prevail over these Terms for matters of data processing.
11Warranties & disclaimers
We warrant that:
- we will perform the Services with reasonable skill and care, in line with generally accepted industry practice;
- Deliverables will materially conform to the specifications in the relevant SOW for thirty (30) days after acceptance.
If we breach these warranties and you notify us in writing within the warranty period, your sole remedy, and our entire liability, is for us to re-perform the non-conforming Services or correct the Deliverable. If we cannot do so within a reasonable time, we will refund the fees paid for the affected part.
The warranties do not apply to issues caused by Client Materials, modifications not made by us, use outside the agreed scope, Third-Party Components, or your failure to follow our reasonable instructions.
Except as expressly stated in these Terms, the Website, Services and Deliverables are provided "as is" and "as available". To the maximum extent permitted by law, we disclaim all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, and that AI outputs will be accurate or error-free.
12Limitation of liability
Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded by law.
Subject to the paragraph above:
- neither party is liable for any indirect, incidental, special, consequential or punitive loss, or for any loss of profits, revenue, business, goodwill, anticipated savings or data, however it arises;
- each party's total aggregate liability arising out of or in connection with an SOW is limited to the total fees paid and payable under that SOW in the twelve (12) months before the event giving rise to the claim;
- our total liability in connection with your use of the Website alone, where no SOW exists, is limited to one hundred US dollars (US$100).
These limits do not apply to your obligation to pay fees, to breach of confidentiality, or to either party's indemnity obligations under section 13.
13Indemnities
We will defend you against any third-party claim alleging that a Deliverable, as delivered by us, infringes that third party's intellectual property rights, and we will pay damages finally awarded against you in that claim. This excludes claims arising from Client Materials, Third-Party Components, modifications not made by us, or combination with items we did not supply. If a claim arises or is likely, we may modify the Deliverable so it no longer infringes, obtain a licence for your continued use, or, if neither is reasonably possible, refund the fees paid for the affected Deliverable.
You will defend us against any third-party claim arising from Client Materials, from your use of the Deliverables in breach of these Terms or of applicable law, or from decisions made by you or your users based on AI outputs, and you will pay damages finally awarded against us in that claim.
The indemnified party must promptly notify the indemnifying party of the claim, allow it to control the defence and settlement, and provide reasonable cooperation.
14Term & termination
- These Terms apply for as long as you use the Website or receive Services from us.
- Either party may terminate an SOW for convenience with thirty (30) days' written notice, unless the SOW states otherwise. Fixed-fee engagements may not be terminated for convenience once work has started, unless the SOW provides for it.
- Either party may terminate an SOW immediately by written notice if the other party commits a material breach that remains unremedied thirty (30) days after written notice, or if the other party becomes insolvent or ceases to do business.
- On termination, you will pay for all Services performed and expenses incurred up to the termination date, plus any non-cancellable third-party commitments. We will deliver the work in progress that you have paid for.
- Sections 5, 7, 8, 9, 11, 12, 13, 17 and 19, and any other provisions that by their nature should survive, survive termination.
15Third-party links & services
The Website may contain links to, or rely on, third-party websites and services, such as font providers. We do not control and are not responsible for their content, policies or practices. Your use of them is at your own risk and subject to their terms.
16Force majeure
Neither party is liable for delay or failure to perform caused by events beyond its reasonable control. These include natural disasters, epidemics, war, terrorism, civil unrest, government action, labour disputes not involving the affected party's own staff, and widespread failures of utilities, the internet, cloud platforms or third-party AI providers. The affected party must notify the other promptly and use reasonable efforts to resume performance. This section does not excuse payment obligations.
17Governing law & disputes
These Terms, and any dispute arising out of or in connection with them, are governed by the laws of [Jurisdiction], without regard to conflict-of-law rules. The parties will first try in good faith to resolve any dispute through discussion between senior representatives for at least thirty (30) days. If the dispute is not resolved, it will be submitted to the exclusive jurisdiction of the courts of [City, Jurisdiction]. Either party may still seek urgent injunctive relief in any competent court.
18Changes to these Terms
We may update these Terms from time to time. When we do, we will update the "Last updated" date at the top of this page. Changes take effect when they are posted on the Website. Changes will not apply to an SOW already signed, unless both parties agree in writing. Your continued use of the Website after changes are posted means you accept the updated Terms.
19General
- Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship.
- Non-solicitation. During an engagement and for twelve (12) months afterwards, neither party will directly solicit for employment any employee of the other who was materially involved in the engagement, without the other's written consent. General job advertisements are not solicitation.
- Assignment. Neither party may assign its rights under these Terms without the other's written consent, which may not be unreasonably withheld. Either party may assign them without consent to a successor in a merger, acquisition or sale of substantially all of its assets.
- Notices. Notices must be in writing and sent by email to the addresses specified in the SOW or, for Hiti Labs, to [email protected].
- Severability. If any provision is found invalid or unenforceable, the rest of these Terms remain in full force.
- Waiver. Failure to enforce a provision is not a waiver of the right to enforce it later.
- Entire agreement. These Terms, together with any SOW, master services agreement and data processing agreement, form the entire agreement between the parties on their subject matter. They supersede all prior discussions and understandings.
- Third-party rights. No person other than the parties has any right to enforce these Terms.
20Contact us
If you have any questions about these Terms, please contact us:
Hiti Labs
Email: [email protected]
Address: Panchkhal, Kavrepalanchok, Nepal