Terms of Business

Terms of Business

Terms of Business

Introduction and Purpose

These Terms of Service govern the provision of software and AI solution consulting services by Graph Consult ApS, also trading under Graph Technologies ApS, a specialist consultancy operating in Denmark (registration number DK44410869), located at Bryghuspladsen 8, 1473 Copenhagen, (hereafter referred to as "the Consultancy"), including website use, consulting engagements, and service interactions. These terms outline the rights and responsibilities of both the Consultancy and the Client to ensure clarity and mutual understanding in all engagements.

Definitions

For clarity, the following terms are defined as used within this document:

  • Consultancy
    Refers to Graph Consult ApS, also trading as Graph Technologies ApS.

  • Client
    Any individual or organization engaging the Consultancy for consulting services.

  • Confidential Information
    All non-public information shared between the Client and the Consultancy, including but not limited to business plans, technical data, and methodologies.

  • Deliverables
    Any final work product or services output provided to the Client as part of a consulting engagement.

Acceptance of Terms

By accessing or using the website or services of Graph Consult ApS, you agree to be bound by these Terms of Business. This includes all users engaging with our website, consulting services, or other offerings. If you do not agree with any part of these terms, please refrain from using our website or services. By continuing to use the website after changes to these Terms of Business, you accept such changes.

Limitation Of Use For Website Users

By accessing our website, users agree not to:

  • Engage in unauthorized data scraping, data mining, or reverse engineering of content.

  • Reproduce, redistribute, or misuse proprietary content, software, or intellectual property without express written permission.

  • Use the website or its content in any manner that infringes upon the intellectual property rights of the Consultancy or third parties.

§1. Scope of Services

  1. The Consultancy offers specialized software and AI solution consulting services, including but not limited to:

    1. Computational Design Processes
      Assistance in optimizing computational design workflows.

    2. Geometry Management
      Management and organization of geometric data for design applications.

    3. Design Process Automation
      Automation solutions for streamlining design processes.

    4. Parametric Programming
      Development of parametric programs for flexible and adaptive designs.

    5. Software Development and Implementation
      Custom software solutions tailored to client needs, including full implementation support.

    6. AI Solution Development and Implementation
      Creation and deployment of AI-driven solutions to enhance operations.

    7. Data Analysis
      Data insights, pattern recognition, and reporting for informed decision-making.

    8. Industrial Robot Programming
      Programming and customization of industrial robots for automated tasks.

    9. System Integration
      Integration of software, data, and systems for seamless operations.

    10. Ongoing Support and Maintenance
      Continued assistance post-implementation to ensure optimal performance.

  2. The specific services provided will be defined in each individual contract or project agreement.

  3. Any adjustments to the scope will require mutual written agreement to document specific terms and avoid misunderstandings.

§2. Payment Terms

  1. Payments are due within twenty-one (21) days from the invoice date unless specified otherwise in individual contracts. In cases of late payment, the Consultancy reserves the right to impose interest or penalty fees as permitted under Danish law.

  2. The Consultancy may also suspend or discontinue services until outstanding payments are made, and repeated delays may result in contract termination.

  3. Payment-related data, if stored, is managed in compliance with GDPR and relevant data protection laws.

  4. Late payment fees, where applicable, may be fixed or variable and are subject to mutual agreement, based on Danish regulatory guidelines.

§3. Limitation of Liability

  1. The Consultancy’s liability is limited to the total fees paid for services under each agreement, covering only direct damages arising from the Consultancy’s actions or omissions.

  2. The Consultancy will not be held responsible for any indirect, consequential, or incidental damages, including lost profits or business interruptions, unless explicitly agreed upon in writing.

  3. The Client acknowledges that this limitation is a fundamental part of the agreement. Liability under this clause shall not exceed the sum of services rendered under the specific engagement.

§4. Intellectual Property Rights

  1. All intellectual property (IP) developed during the engagement remains the exclusive property of the Consultancy unless otherwise explicitly purchased or agreed upon by written agreement for that specific case.

  2. Upon full payment, the Client is granted a non-exclusive, royalty-free license to use the deliverables strictly as defined in the agreement, without the right to sublicense or transfer rights to any third party.

  3. Proprietary methods, algorithms, or software libraries used in creating deliverables remain the Consultancy’s property and are licensed solely for the purposes outlined in the agreement.

§5. Confidentiality

  1. Both the Client and the Consultancy agree to keep all confidential information secure and not disclose it to third parties, except when required by law.

  2. Confidential information includes, but is not limited to, business plans, data, designs, methodologies, and technical documentation shared between the parties.

  3. This obligation persists even after the completion or termination of the engagement, with a minimum confidentiality period of two (2) years post-termination.

§6. Data Protection and Data Storage Location

  1. The Consultancy adheres to GDPR and relevant Danish data protection laws, ensuring all personal data is managed with industry-standard security for industrial applications.

  2. Clients have the option to choose the data storage location from Europe (default, GDPR-compliant), North America, or Asia. By default, data will be stored within the EU in compliance with GDPR.

  3. Clients retain fine-grained control over data access, specifying access levels and duration for authorized individuals.

  4. The Consultancy follows stringent data security protocols designed to ensure data integrity and confidentiality.

§7. Dispute Resolution and Jurisdiction

  1. In the event of a dispute, both parties agree to seek resolution through mediation or arbitration before resorting to litigation.

  2. Should legal action be necessary, the parties agree that all disputes will be governed by Danish law and that Danish courts have exclusive jurisdiction over these matters.

  3. Disputes regarding data storage or processing will prioritize compliance with EU data protection standards.

  4. Mediation or arbitration sessions will be conducted in Denmark unless otherwise mutually agreed. Mediation or arbitration costs will be shared equally unless otherwise determined by the mediator/arbitrator.

§8. Termination

  1. Each party may terminate the contract with written notice if the other party commits a material breach that remains unresolved for thirty (30) days.

  2. Termination may also occur for reasons such as bankruptcy, fraud, or insolvency.

  3. Upon termination, the Client must settle any outstanding payments for services rendered, and the Consultancy must return any Client property. Material breaches include, but are not limited to, non-payment or unauthorized IP use.

§9. Warranties and Disclaimers

  1. The Consultancy performs services on an "as-is" basis, with no guarantee of achieving specific results unless explicitly stated in writing.

  2. The Consultancy disclaims any implied warranties, including warranties of fitness for a particular purpose or merchantability.

  3. Clients are responsible for using professional judgment when implementing recommendations provided by the Consultancy.

  4. For AI and machine learning models, the Client acknowledges that these technologies can exhibit unpredictable behavior, including "hallucinations" (generation of inaccurate or nonsensical outputs).

  5. The Consultancy does not warrant that AI-generated outputs will be error-free or suitable for high-stakes applications without independent verification.

  6. Clients are responsible for critically evaluating all outputs and, if necessary, consulting professionals for accuracy and applicability.

  7. The Consultancy disclaims liability for any financial cost, loss of earnings, damage, or harm arising from reliance on AI outputs or analyses. The Client agrees to conduct due diligence in evaluating outputs for specific applications.

§10. Modification of Services

  1. Any modifications to the scope, fees, or timeline of services must be mutually agreed upon in writing.

  2. The Consultancy may adjust fees based on expanded scope or added services.

  3. This written agreement is crucial to avoid misunderstandings and ensure that all parties are aware of any new terms or commitments.

§11. Force Majeure

  1. The Consultancy shall not be liable for delays or failures in performing services due to unforeseen circumstances beyond its control, such as natural disasters, pandemics, government actions, or labor strikes.

  2. Should such events occur, the Consultancy will promptly inform the Client, and both parties may agree to extend deadlines or, if necessary, suspend or terminate the agreement without penalty.

§12. Amendments

  1. These terms may only be modified through written agreement signed by both parties. Verbal amendments or adjustments will not be considered valid.

  2. This clause ensures both parties have a clear, documented record of any updates to the original terms.

§13. Non-Solicitation

  1. For a period of six (6) months following the completion of the engagement, the Client agrees not to solicit, hire, or contract any employees or contractors of the Consultancy who were directly involved in the project.

  2. This clause protects the Consultancy’s team and mitigates disruptions to its workforce. Breach of this clause may incur penalties as mutually agreed.

§14. Data Control and Security Standards

  1. The Consultancy employs industry-standard data security measures to protect client data from unauthorized access or breaches. Likewise, the Consultancy follows stringent data security protocols designed to ensure data integrity and confidentiality.

  2. Clients may designate the preferred geographic location for data storage, with options including Europe (default, in GDPR-compliant manner), North America or Asia.

  3. Additionally, the Consultancy provides clients with fine-grained access control, allowing them to define which individuals have access to specific data components and for what duration. This control feature ensures that only authorized individuals access sensitive data and only as required.

§15. Limitations of Liability for AI Solutions

  1. The Consultancy provides AI-driven insights and potential solutions on an "as-is" basis and does not guarantee accuracy, completeness, or applicability for any specific purpose.

  2. Clients agree to independently verify outputs before implementation, especially where AI outputs could impact business operations, product design, or safety.

  3. The Consultancy disclaims responsibility for any loss, damage, or harm due to errors, issues, or improper use of AI-generated results, including, but not limited to, misinterpreted analyses or inappropriate application.

  4. The Client assumes full responsibility for evaluating outputs and determining their suitability for specific applications.

§16. Governing Law

  1. These terms shall be governed by and interpreted in accordance with Danish law. Any disputes, claims, or controversies arising from these terms will fall under the jurisdiction of Danish courts, underscoring the Consultancy’s local regulatory compliance.

Privacy Policy

For details on how we collect, use, and protect personal data, please refer to our Privacy Policy. This document ensures compliance with GDPR and other relevant data protection laws, explaining our data handling practices transparently.

Cookies and Tracking Technologies

Our website uses cookies and similar tracking technologies to improve user experience, analyze website traffic, and support service functionality. For details on how cookies are used, please refer to our Cookies Policy. By using our website, you consent to the use of cookies as outlined in this policy. Users may manage cookie preferences according to their personal data privacy settings.

Contact and Support

For inquiries or further information about these Terms of Business, please contact us:

Support Email
hello@graphconsult.xyz

Address
Graph Consult ApS,
c/o Bloxhub, Bryghuspladsen 8,
1473 Copenhagen, Denmark.

Website
https://graphconsult.xyz/

Please feel free to reach out with any questions or concerns regarding these terms, our services, or data handling practices.