1. Introduction
These Terms and Conditions ("Terms") govern your use of the Datoin website (datoin.com) and the consulting, engineering, and AI delivery services ("Services") provided by Datoin ("Company," "we," "us," or "our"). By accessing our website or engaging our Services, you agree to be bound by these Terms.
2. Services
Datoin provides enterprise AI consulting, data engineering, AI/ML development, agentic AI systems, product design, and related technology services. The specific scope, deliverables, timeline, and fees for any engagement are defined in a separate Statement of Work ("SOW") or Master Services Agreement ("MSA") executed between Datoin and the client.
3. Engagement Terms
3.1 Statements of Work
All project engagements are governed by a signed SOW that specifies scope, milestones, acceptance criteria, fees, and payment terms. In the event of a conflict between these Terms and a signed SOW or MSA, the SOW or MSA shall prevail.
3.2 Change Requests
Any changes to the agreed scope of work must be documented in a written change request signed by both parties. Additional fees or timeline adjustments resulting from change requests will be communicated before work begins.
3.3 Client Responsibilities
Clients are responsible for providing timely access to relevant data, systems, subject matter experts, and feedback required for project delivery. Delays caused by client unavailability may affect project timelines and costs.
4. Fees and Payment
Fees are outlined in the applicable SOW and may be structured as fixed-price, time-and-materials, or retainer-based engagements. Unless otherwise specified, invoices are due within 30 days of issuance. Late payments may incur interest at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower.
5. Intellectual Property
5.1 Client IP
All intellectual property provided by the client remains the sole property of the client. Datoin will not use client IP for any purpose other than performing the agreed Services.
5.2 Deliverables
Upon full payment, all custom deliverables created specifically for the client under a SOW are assigned to the client, unless otherwise agreed in writing. Pre-existing tools, frameworks, libraries, and methodologies developed by Datoin ("Datoin IP") remain the property of Datoin. The client receives a non-exclusive, perpetual license to use Datoin IP as embedded in their deliverables.
5.3 Open-Source Components
Where open-source software is incorporated into deliverables, it remains subject to its respective open-source license terms. Datoin will disclose any open-source components used in the project upon request.
6. Confidentiality
Both parties agree to maintain the confidentiality of proprietary and sensitive information shared during the engagement. Confidential information includes, but is not limited to, business strategies, technical architectures, datasets, models, pricing, and any information marked as confidential. This obligation survives termination of the engagement for a period of three (3) years. A separate Non-Disclosure Agreement ("NDA") may be executed at the request of either party.
7. Data Handling and Security
Datoin follows industry-standard security practices for handling client data. We implement appropriate technical and organizational measures to protect data from unauthorized access, disclosure, alteration, or destruction. Where applicable, Datoin will comply with data handling requirements specified in the SOW, including HIPAA, GDPR, SOC 2, and other regulatory frameworks relevant to the client's industry.
8. Warranties and Disclaimers
8.1 Service Warranty
Datoin warrants that Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. If deliverables contain material defects within 30 days of acceptance, Datoin will correct them at no additional cost.
8.2 Website Disclaimer
The content on this website is provided for informational purposes only and does not constitute professional advice. While we strive to keep information current and accurate, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, or reliability of website content.
8.3 No Guarantee of Results
AI and machine learning outcomes depend on data quality, business context, and operational factors. While Datoin applies proven methodologies and best practices, we do not guarantee specific business results, model accuracy levels, or ROI outcomes unless explicitly stated in a SOW.
9. Limitation of Liability
To the maximum extent permitted by law, Datoin's total liability arising out of or related to any engagement shall not exceed the fees paid by the client under the applicable SOW in the twelve (12) months preceding the claim. Neither party shall be liable for indirect, incidental, consequential, special, or punitive damages, including loss of profits, data, or business opportunity.
10. Indemnification
Each party agrees to indemnify and hold harmless the other party from any third-party claims, damages, or expenses (including reasonable attorney's fees) arising from: (a) a breach of these Terms or a signed SOW, (b) negligence or willful misconduct, or (c) infringement of intellectual property rights.
11. Term and Termination
Either party may terminate an engagement with 30 days' written notice unless otherwise specified in the SOW. Upon termination, the client shall pay for all Services rendered and expenses incurred through the termination date. Datoin will deliver all completed and in-progress deliverables upon receipt of final payment.
12. Non-Solicitation
During the term of an engagement and for twelve (12) months thereafter, neither party shall directly solicit or hire employees or contractors of the other party who were involved in the engagement, without prior written consent.
13. Force Majeure
Neither party shall be liable for delays or failure to perform obligations due to events beyond reasonable control, including but not limited to natural disasters, pandemics, government actions, labor disputes, or infrastructure failures.
14. Governing Law and Dispute Resolution
These Terms shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to conflict of law principles. Any disputes arising under these Terms shall first be addressed through good-faith negotiation. If unresolved within 30 days, disputes shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association, with proceedings held in San Francisco, California.
15. Modifications
Datoin reserves the right to update these Terms at any time. Changes will be posted on this page with an updated revision date. Continued use of our website or Services after changes are posted constitutes acceptance of the revised Terms. Material changes to engagement terms require written agreement from both parties.
16. Contact
For questions about these Terms, please contact us at hello@datoin.com or call +1 (650) 379-0944.