Datum Engagement Terms

1. Who These Terms Bind, and How They Are Accepted

These Engagement Terms are between Datum Consulting LLC ("Datum," "we," "us") and the client named in the accompanying proposal, statement of work, or invoice ("Client," "you"). The Client accepts these Terms by any of the following: signing a Datum proposal that references them, paying any Datum invoice that references them, or commencing or continuing to receive the services. The version of these Terms in effect on the date of acceptance governs that engagement. If the parties have signed engagement-specific terms, the signed terms control to the extent of any conflict.

2. What We Do (Scope)

Datum provides discovery, process standardization, AI strategy, education and capability transfer, and hands-on build support alongside the Client's team, as described in the applicable proposal. Datum's role is to advise, teach, and build with the Client; the Client's team operates the resulting tools, runs builds on the Client's machines, and carries the work forward. Specific objectives, deliverables, phases, and schedules are those described in the applicable proposal.

3. Teaching, Not Done-For-You — Participation Required

Datum engagements are capability-transfer engagements. Outcomes and pace depend on the Client's participation — attending sessions, providing timely access, decisions, and materials, and completing agreed work between sessions, including running build loops on the Client's own machines where the proposal contemplates it. Datum is not responsible for any result, timeline, or value not achieved because of the Client's delay, non-participation, or failure to implement.

4. No Guaranteed Business Results

Except for any specific written guarantee stated in the applicable proposal, Datum does not guarantee any business outcome — including revenue, cost savings, efficiency gains, adoption, search rankings, software completeness, integration feasibility with third-party systems, model accuracy, or any specific feature being finished within a stated number of hours. Fees are earned as services are delivered. Estimates of what a phase or sprint will produce are good-faith projections, not promises.

5. AI Output — Inherent Limitations

Artificial-intelligence systems are probabilistic and non-deterministic. Their output can be inaccurate, incomplete, outdated, biased, fabricated, or otherwise unexpected, and can change between runs and as models evolve. All AI-generated code, content, prompts, workflows, automations, and recommendations are provided for the Client's review and are the Client's responsibility to test, validate, and approve before any use or production deployment — including before relying on any application output for ordering, quantities, specifications, pricing, proposals, contracts, or other client-facing or financially consequential documents. Datum does not warrant that any output is accurate, reliable, fit for a particular purpose, or non-infringing.

6. "As Is" Work Product

All deliverables, specifications, tools, prompts, automations, applications, websites, agents, and other work product are provided "AS IS" and "AS AVAILABLE," without warranties of any kind, express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. The Client assumes all risk arising from the use, operation, modification, or deployment of any deliverable or AI output.

7. Client Responsibilities and User Error

The Client is responsible for: (a) the accuracy, legality, and rights to the materials, data, credentials, and instructions it provides; (b) reviewing, testing, supervising, and approving any tool, prompt, automation, or system before relying on it or putting it into production; (c) its personnel's operation of any tool or skill taught or built, including after the engagement ends; (d) maintaining its own backups, security, and access controls; and (e) its own business, financial, legal, hiring, and operational decisions. Datum is not liable for the Client's user error, misconfiguration, misuse, or unintended consequences of operating any tool, application, or output — including downstream effects on the Client's customers, orders, projects, or vendors.

8. Ownership and Reuse

Unless the applicable proposal says otherwise, the Client owns the application source code, repositories, and build artifacts produced for it in the engagement. Datum retains all of its background and pre-existing methods, frameworks, templates, teaching materials, prompts, examples, reusable systems, and know-how, and may continue to use and reuse general skills and learnings in its business. The Client may not resell, publish, sublicense, or redistribute Datum's teaching materials to other companies without written permission. Third-party and open-source components remain subject to their own licenses.

9. No Professional Advice

Datum does not provide legal, tax, accounting, engineering, architectural, code-audit, permitting, safety, insurance, HR, financial, or other licensed professional advice. The Client is responsible for reviewing any output with qualified professionals before using it in regulated, contractual, safety-critical, financial, or employment decisions.

10. Third-Party Tools and Providers

Engagements rely on third-party services — including AI model providers, code hosting, deployment platforms, payment processors, and the Client's existing software systems. Those services are governed by their own terms, pricing, availability, security, API access policies, and privacy practices, and may change or be discontinued at any time. Datum is not responsible for third-party outages, API restrictions or revocations, changes, deprecations, pricing, data handling, or actions. Unless the proposal states otherwise, accounts and subscriptions used for an engagement are opened in the Client's name and at the Client's cost, including AI subscriptions and API usage.

11. Confidentiality

Each party will treat the other's non-public business information as confidential and use it only to perform or receive the services. Do not send passwords, financial-account credentials, regulated personal data, or highly sensitive information unless the parties have agreed on a secure handling method in writing.

12. Limitation of Liability

To the maximum extent permitted by law, Datum will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost or corrupted data, business interruption, reputational harm, or losses arising from any decision the Client makes — or any customer-facing document, order, specification, or price produced — based on AI output, deliverables, or consulting materials, even if advised of the possibility. To the maximum extent permitted by law, Datum's total aggregate liability for all claims arising out of or relating to an engagement is limited to the fees the Client actually paid Datum for the specific phase or month of services giving rise to the claim.

13. Indemnification

The Client will defend, indemnify, and hold harmless Datum and its owner, personnel, and contractors from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) the Client's use, operation, modification, or deployment of any deliverable or AI output — including claims by the Client's customers, vendors, or employees; (b) the Client's data, materials, credentials, or instructions; (c) the Client's business decisions; (d) the Client's user error or misuse; or (e) the Client's violation of any law or third-party right, including intellectual-property and privacy rights.

14. Assumption of Risk

The Client acknowledges that AI-assisted and automation work is experimental and not fully predictable, and accepts all risk arising from the use of any deliverable, tool, or AI output. All work is undertaken at the Client's own risk.

15. Fees, Deposits, and Phases

Fees, rates, phase structure, scheduling, and travel are as described in the applicable proposal and invoices. Where a deposit is stated, it is due on signing or with the first invoice and reserves the engagement dates; remaining balances are due as stated in the proposal — typically upon commencement of each phase. Unless otherwise expressly agreed in writing (including any guarantee or refund term stated in the applicable proposal), fees for services delivered are non-refundable. Where an engagement is phased, each phase is a separate commitment, and either party may decline to proceed to a subsequent phase.

16. Independent Contractor

Datum is an independent contractor. Nothing in any engagement creates an employment, partnership, joint-venture, agency, or fiduciary relationship between the parties.

17. Governing Law and Disputes

These Terms and each engagement are governed by the laws of the State of Florida, without regard to its conflict-of-laws rules. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in Orange County, Florida.

18. Changes

Datum may update these Terms as its services evolve. The effective date above shows the latest version. The version in effect when an engagement is accepted governs that engagement.

19. Entire Agreement; Miscellaneous

These Terms, together with the applicable proposal and invoices, are the entire agreement on this subject and supersede prior discussions. Modifications must be in writing and signed by both parties. If any provision is held unenforceable, the remainder stays in effect. A failure to enforce a provision is not a waiver. Neither party may assign an engagement without the other's written consent. Sections 4–14 and 17–19 survive termination.

20. Contact

Questions about these terms can be sent to adam@datumconsulting.ai.