Terms of Service

Effective Date: February 3, 2026 Version 1.0

Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between DataQubi, LLC ("DataQubi," "we," "us," or "our") and the entity or person ("Client," "you," or "your") accessing or using our consulting services, website, or deliverables.

By engaging our services, executing a Statement of Work (SOW), or accessing our website, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

Important: These Terms govern our B2B consulting relationship. They do not apply to consumer transactions. Any individual accessing our services represents they are acting in a professional capacity on behalf of a business entity.

Definitions

"Client Data"

All data, content, materials, and information provided by Client or accessed by DataQubi in Client-controlled environments (e.g., Microsoft 365 tenants) for the purpose of delivering Services.

"Deliverables"

Reports, code, documentation, configurations, and other tangible work product created by DataQubi specifically for Client under an SOW.

"Microsoft Services"

Microsoft 365, Azure, Power Platform, Microsoft Fabric, Copilot, and related cloud services provided by Microsoft Corporation.

"Services"

Data and AI consulting, implementation, advisory, and related professional services described in an executed SOW.

"Statement of Work" or "SOW"

A document executed by both parties describing specific Services, timeline, fees, and deliverables for a particular engagement.

Scope of Services

General Description

DataQubi provides enterprise data and AI consulting services, including but not limited to: data architecture design, AI implementation, Power Platform development, Microsoft Fabric deployment, governance consulting, and technical advisory services.

Engagement Structure

All Services are provided pursuant to individually executed SOWs. Each SOW incorporates these Terms by reference. In the event of conflict between an SOW and these Terms, the SOW prevails for that specific engagement.

Exclusions

Unless expressly stated in an SOW, Services do not include:

  • Ongoing managed services or 24/7 support outside business hours
  • Hardware procurement or infrastructure outside Microsoft cloud services
  • End-user training beyond agreed knowledge transfer sessions
  • Compliance certification or legal advisory services
  • Services requiring access to production systems without approved change control

Client Obligations

Access and Cooperation

Client shall provide timely access to personnel, systems, documentation, and environments necessary for DataQubi to perform Services. Delay in providing such access may extend delivery timelines and incur additional fees.

Data Readiness

Client acknowledges that Service quality depends on data quality. DataQubi is not responsible for defects arising from incomplete, inaccurate, or improperly structured Client Data.

Decision Authority

Client shall designate a primary contact with decision-making authority to approve deliverables, provide feedback, and resolve issues. Failure to provide timely approvals may constitute a material breach.

License Compliance

Client is solely responsible for maintaining valid licenses for all Microsoft Services and third-party software used in connection with the Services.

Fees and Payment

Fee Structure

Fees are specified in each SOW. Unless otherwise stated, fees are:

  • Time-and-materials based on hourly rates, or
  • Fixed-price for defined deliverables with clearly scoped requirements

Expenses

Client reimburses pre-approved reasonable travel, lodging, and out-of-pocket expenses incurred in performing Services.

Payment Terms

Invoices are due net 30 days from date of invoice. Overdue amounts accrue interest at 1.5% per month (or maximum rate permitted by law). DataQubi may suspend Services for accounts past due by more than 30 days.

Taxes

Fees exclude applicable taxes. Client is responsible for all sales, use, VAT, and other taxes except taxes based on DataQubi's net income.

Intellectual Property

Pre-Existing Materials

Each party retains all rights to its pre-existing intellectual property. DataQubi retains ownership of methodologies, frameworks, tools, and general know-how developed prior to or independent of Client engagements.

Deliverables

Upon full payment, Client receives a perpetual, non-exclusive license to use Deliverables for internal business purposes. DataQubi retains the right to reuse general concepts, techniques, and non-proprietary code developed during the engagement.

Client Data

Client retains all ownership rights to Client Data. DataQubi obtains no rights to Client Data beyond what is necessary to perform Services.

Feedback

Client grants DataQubi a perpetual, royalty-free license to use anonymized feedback and suggestions to improve services.

Confidentiality and Data Security

Confidential Information

Each party agrees to protect the other's Confidential Information with the same degree of care used to protect its own, but no less than reasonable care. "Confidential Information" includes non-public business, technical, and financial information.

Data Handling

DataQubi processes Client Data exclusively within Client-controlled Microsoft 365/Azure tenants or secure environments approved by Client. We do not extract, copy, or store Client Data outside these environments without explicit written authorization.

Security Measures

DataQubi implements industry-standard technical and organizational security measures as described in our Privacy Policy. Client acknowledges that no security measures are impenetrable, and DataQubi's liability is limited as set forth in Section 10.

Microsoft Services and Third Parties

Microsoft Terms

Services rely on Microsoft Services subject to Microsoft's applicable terms and conditions. DataQubi is not responsible for Microsoft service outages, feature changes, or compliance with Microsoft's acceptable use policies.

Third-Party Components

Deliverables may incorporate third-party open-source components or Microsoft ecosystem tools subject to their respective licenses. Client is responsible for compliance with such licenses.

Integration Limitations

DataQubi does not warrant compatibility of Deliverables with non-Microsoft systems or future versions of Microsoft Services unless expressly tested and approved in the SOW.

Warranties and Disclaimers

Limited Warranty

DataQubi warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards. Client must report deficiencies within 30 days of delivery to claim breach of warranty.

Disclaimer

EXCEPT AS EXPRESSLY STATED HEREIN, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

AI Limitations

Client acknowledges that AI and machine learning implementations produce probabilistic outputs. DataQubi does not warrant that AI systems will be error-free, unbiased, or suitable for high-stakes decisions without human oversight.

Limitation of Liability

Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DATAQUBI'S TOTAL LIABILITY ARISING FROM OR RELATED TO THESE TERMS OR ANY SOW SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO DATAQUBI IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Exclusion of Consequential Damages

IN NO EVENT SHALL DATAQUBI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Exceptions

The limitations above do not apply to: (a) breach of confidentiality obligations; (b) indemnification obligations for IP infringement; (c) gross negligence or willful misconduct; or (d) amounts that cannot be limited under applicable law.

Indemnification

By DataQubi

DataQubi shall defend Client against third-party claims that Deliverables infringe valid U.S. patents or copyrights, and indemnify Client for damages finally awarded, provided Client promptly notifies DataQubi and cooperates in defense.

Exclusions

DataQubi has no obligation for claims arising from: Client Data; modifications by Client; combination with non-DataQubi products; or use outside agreed scope.

By Client

Client shall indemnify DataQubi against claims arising from Client Data, Client's misuse of Deliverables, or violation of applicable laws.

Term and Termination

Term

These Terms remain in effect for the duration of any SOW. For website use, Terms remain effective while you access the site.

Termination for Convenience

Either party may terminate an SOW with 30 days written notice. Client pays for all Services performed through termination date.

Termination for Cause

Either party may terminate immediately for material breach uncured within 15 days of notice. DataQubi may terminate for non-payment.

Effect of Termination

Upon termination: (a) Client pays all outstanding fees; (b) DataQubi returns or destroys Client Data per Client instructions; (c) confidentiality obligations survive.

General Provisions

Governing Law

These Terms are governed by the laws of the State of Georgia, USA, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Dispute Resolution

Parties shall first attempt to resolve disputes informally. If unsuccessful, disputes shall be resolved by binding arbitration in Atlanta, Georgia, administered by JAMS under its Commercial Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction.

Class Action Waiver

Disputes must be brought in individual capacity, not as class actions or representative proceedings.

Force Majeure

Neither party is liable for delays due to circumstances beyond reasonable control, including acts of God, labor disputes, or internet service disruptions.

Severability

If any provision is unenforceable, the remainder continues in effect.

Assignment

DataQubi may assign these Terms to successors or affiliates. Client may not assign without written consent.

Entire Agreement

These Terms and executed SOWs constitute the entire agreement, superseding prior agreements or communications.

Amendments

We may modify these Terms by posting updates. Material changes are effective 30 days after posting. Continued use constitutes acceptance.

Contact Information

For questions about these Terms, contact: