Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") govern your use of the VantageML Analytics website and services ("Services"). By accessing our website or using our Services, you agree to be bound by these Terms.

If you do not agree to these Terms, do not use our Services.

2. Services Description

VantageML Analytics provides custom machine learning model development and deployment services, including:

• Custom predictive model development for e-commerce and high-transaction businesses
• API-based model deployment (cloud or local)
• Model maintenance, retraining, and optimization
• Technical support and integration assistance
• Performance monitoring and reporting

Services are delivered through:

• Discovery Phase: Business analysis and requirements gathering
• Development Phase: Model training and testing
• Deployment Phase: API deployment and integration
• Maintenance Phase: Ongoing support and model updates

3. Eligibility

To use our Services, you must:

• Be at least 18 years old
• Have the authority to enter into binding contracts
• Represent a legitimate business entity
• Not be prohibited from using our Services by applicable law
• Meet our minimum business requirements (as outlined on our website)

4. Service Agreements

4.1 Statement of Work (SOW)

Each project begins with a Statement of Work that specifies:

• Project scope and deliverables
• Timeline and milestones
• Performance metrics and success criteria
• Pricing and payment terms
• Data requirements and responsibilities

4.2 Service Level Agreement (SLA)

For deployed models, we provide:

• API Uptime: 99.9% (cloud deployment)
• Response Time: Under 200ms for 95% of requests
• Support Response: Within 24 hours for standard issues
• Critical Issues: Within 4 hours during business hours

4.3 Performance Guarantees

We guarantee minimum model performance as specified in your SOW:

• If models don't meet agreed thresholds, you may terminate without penalty
• Refund available for development fees if performance guarantees not met
• Performance measured during validation phase before production deployment

5. Pricing and Payment

5.1 Pricing Structure

• Development Fee: Fixed price for model development (€8K-€45K typical range)
• API Usage: Pay-per-prediction (€0.01-€0.50 per prediction) or monthly subscription
• Maintenance: Included first year, optional thereafter
• Local Deployment: Additional setup and infrastructure costs

5.2 Payment Terms

• Development: 50% upfront, 50% upon delivery
• API Usage: Monthly billing in arrears
• Payment Methods: Bank transfer, credit card
• Currency: EUR (Euro)
• Late Payments: 1.5% monthly interest on overdue amounts

5.3 Refunds

• Performance Guarantee: Full refund if models don't meet agreed thresholds
• Pilot Programs: Refund available as specified in pilot agreement
• API Usage: No refunds for usage fees (month-to-month cancelable)
• Cancellation: 30-day notice required for API usage termination

6. Client Responsibilities

6.1 Data Provision

You are responsible for:

• Providing accurate, complete, and timely data for model training
• Ensuring you have rights to use and share the data
• Data quality and cleanliness (we provide basic cleaning)
• Compliance with data protection laws in data collection
• Updating data for model retraining

6.2 Integration and Implementation

• Allocating technical resources for API integration (40-100 hours typical)
• Testing models in your environment before production use
• Monitoring model outputs and reporting issues
• Implementing appropriate fail-safes and fallback mechanisms

6.3 Usage Compliance

• Using models only for intended business purposes
• Not reverse-engineering or attempting to extract model logic
• Not sharing API credentials with unauthorized parties
• Complying with all applicable laws and regulations
• Using model outputs responsibly and ethically

7. Intellectual Property

7.1 Our IP

VantageML retains ownership of:

• Model architectures and algorithms
• Training methodologies and techniques
• Software, code, and tools
• General ML knowledge and expertise
• VantageML brand, trademarks, and materials

7.2 Your IP

You retain ownership of:

• Your business data used for training
• Model outputs and predictions
• Insights derived from model use
• Your business processes and strategies

7.3 Model Rights

Upon full payment:

• You receive perpetual license to use the trained model
• VantageML retains ownership but grants you exclusive use for your business
• We will not create similar models for direct competitors
• You may request model weights and architecture (additional documentation fee may apply)

8. Confidentiality

8.1 Confidential Information

Both parties agree to protect:

• Business strategies, plans, and financial information
• Technical data, algorithms, and methodologies
• Customer data and transaction information
• Performance metrics and model results
• Terms of our agreement

8.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available without breach
• Was rightfully known before disclosure
• Is independently developed without use of confidential information
• Must be disclosed by law or court order (with prior notice if possible)

8.3 Duration

Confidentiality obligations survive for 5 years after termination of services.

9. Warranties and Disclaimers

9.1 Our Warranties

We warrant that:

• Services will be performed professionally and competently
• We have the right to provide the Services
• Models will meet specified performance thresholds (as per SOW)
• We will comply with applicable data protection laws

9.2 Disclaimers

EXCEPT AS EXPRESSLY STATED, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING:

• No guarantee of specific business results or ROI (though we provide estimates)
• No warranty that models will be error-free or uninterrupted
• No warranty regarding data accuracy provided by you
• No warranty that models will meet all your requirements

9.3 ML-Specific Disclaimers

• ML models are probabilistic; predictions are not guarantees
• Model accuracy may degrade over time without retraining
• Unexpected edge cases may produce suboptimal predictions
• You are responsible for business decisions based on model outputs

10. Limitation of Liability

10.1 Liability Cap

OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING FROM SERVICES IS LIMITED TO THE FEES PAID BY YOU IN THE 12 MONTHS PRECEDING THE CLAIM.

10.2 Excluded Damages

WE ARE NOT LIABLE FOR:

• Indirect, incidental, or consequential damages
• Lost profits, revenue, or business opportunities
• Loss of data (we provide backups)
• Business interruption
• Reputational harm
• Third-party claims

10.3 Exceptions

Limitations do not apply to:

• Gross negligence or willful misconduct
• Death or personal injury caused by our negligence
• Fraud or fraudulent misrepresentation
• Violation of applicable data protection laws
• Liability that cannot be limited by law

11. Indemnification

You agree to indemnify and hold VantageML harmless from claims arising from:

• Your use of models in violation of these Terms
• Your violation of laws or regulations
• Infringement of third-party rights by your data
• Your business decisions based on model outputs
• Unauthorized use of our Services by your employees or contractors

12. Term and Termination

12.1 Term

• Development Phase: As specified in SOW
• API Usage: Month-to-month, auto-renewing
• Maintenance: Annual, optional renewal

12.2 Termination by You

• 30-day written notice for API usage cancellation
• Immediate termination if we breach material terms (after 30-day cure period)
• Termination without penalty if performance guarantees not met

12.3 Termination by Us

• Immediate termination for non-payment (after 15-day grace period)
• Immediate termination for breach of Terms
• 30-day notice if you become a competitor

12.4 Effects of Termination

• API access discontinued after notice period
• You owe payment for usage through termination date
• We will delete your data per data retention policy
• You may request model export (fees may apply)
• Confidentiality obligations survive termination

13. Dispute Resolution

13.1 Negotiation

Before formal proceedings, parties agree to negotiate in good faith for 30 days.

13.2 Mediation

If negotiation fails, parties agree to mediation before litigation.

13.3 Governing Law

• Jurisdiction: Republic of Latvia, European Union
• Governing Law: Laws of Latvia and applicable EU regulations
• Language: English
• Venue: Courts of Riga, Latvia

13.4 Waiver of Class Actions

Disputes will be resolved individually, not as class actions.

14. General Provisions

14.1 Entire Agreement

These Terms, together with your SOW and Data Processing Agreement, constitute the entire agreement.

14.2 Amendments

We may update Terms with 30 days' notice. Material changes require your acceptance.

14.3 Assignment

You may not assign your rights without our written consent. We may assign to affiliates or acquirers.

14.4 Force Majeure

Neither party is liable for delays due to events beyond reasonable control.

14.5 Severability

If any provision is invalid, the remaining provisions remain in effect.

14.6 Waiver

Failure to enforce a right does not waive that right.

14.7 Notices

Notices must be in writing to:

• VantageML: requests@vantageml.com
• You: Email address in your account

15. Contact Information