Terms & Conditions

By accessing this website, requesting a proposal, signing a Statement of Work, issuing a purchase order, paying an invoice, or otherwise instructing us to begin work, you accept these Terms and agree to be bound by them. If you do not accept these Terms, you must not use the website or engage our services.

If you accept these Terms on behalf of a company, partnership, institution or other organisation, you confirm that you are at least eighteen (18) years old and that you have the authority to bind that organisation. In that case, “you” and “Client” mean that organisation.

These Terms are the general framework for our commercial relationship. They apply in addition to any signed agreement between us and to any policy referenced in them, including our Privacy Policy, our Return & Refund Policy and our Service Delivery Policy.

In these Terms, the following words have the meanings given below.

• “Agreement” means, collectively, these Terms, the applicable Statement of Work or proposal accepted by the Client, and any schedules, non-disclosure agreement, data-processing terms or master services agreement signed by both parties.
• “Statement of Work” or “SOW” means a written document (which may be a signed proposal, quote, scope document or order form) describing the services to be performed, the deliverables, the fees, the payment schedule, the assumptions and the timeline for a specific engagement.
• “Services” means the professional services we perform under an SOW, including software engineering, AI and LLM engineering, consulting, integration, deployment, maintenance and support.
• “Deliverables” means the source code, models, prompts, configurations, documentation, designs, reports and other work product that the SOW identifies as being produced for and delivered to the Client.
• “Client Materials” means any data, content, documents, credentials, trademarks, designs, systems or other materials that the Client or its representatives supply to us, or grant us access to, for the purpose of the Services.
• “Yottacom Background IP” means anything we own or have licensed before an engagement begins, or develop independently of it — including our internal frameworks, libraries, boilerplates, agent architectures, evaluation harnesses, pipelines, templates, know-how and tooling.
• “AI Output” means any text, code, image, summary, classification, score, recommendation, prediction or other content generated by an artificial-intelligence or machine-learning model that forms part of, or is produced by, a Deliverable.
• “Confidential Information” has the meaning given in Section 11.

Yottacom Technologies is the trading name under which Yottacom Technologies SMC (Pvt) Ltd and Yotta AI LLC provides software and artificial-intelligence engineering services. Our registered entity is established in Myrtle Beach, South Carolina, USA, and our engineering team operates from our office in Lahore, Pakistan. Depending on the engagement, the contracting party named in the SOW may be the USA entity or the Lahore engineering office; the SOW, not this website, determines which entity you are contracting with and which invoicing currency applies.

Where a Pakistan-based engagement is paid by card, wallet, bank transfer or Raast, the payment is processed by PayFast, a Merchant Service Provider licensed and regulated by the State Bank of Pakistan. We do not receive or store your full card details.

We provide bespoke, project-based engineering and advisory services to businesses and institutions. Our service lines are:

• Custom web application development — architecture, front-end and back-end engineering, APIs, dashboards, third-party integrations and cloud deployment.
• Mobile application development — iOS and Android applications, including release engineering and app-store submission support.
• AI chatbots and conversational assistants — retrieval-augmented assistants trained or grounded on your documents, products or internal knowledge bases.
• AI and LLM engineering — model selection and evaluation, prompt and context engineering, fine-tuning, agentic workflows, embeddings and vector search, guardrails and monitoring.
• Bespoke AI products and domain systems — engagements in legal intelligence, mental-health support tooling, precision oncology, sales intelligence, security intelligence, construction design and take-off automation, and workspace and project-management automation.
• Technical consulting and discovery — feasibility studies, AI-readiness and data assessments, solution architecture, technical due diligence and roadmapping.
• Ongoing support, maintenance and managed services — monitoring, bug fixes, dependency and model upgrades, performance tuning and retainer-based enhancement work.

The exact services, deliverables and exclusions for your engagement are those written in your SOW. Descriptions on this website are indicative of our capabilities and are not offers, commitments or specifications.

Nothing on this website constitutes a binding offer. An engagement is formed only when the following sequence is completed:

• You share your requirements and we hold a discovery discussion.
• We issue a written proposal or SOW setting out scope, deliverables, assumptions, dependencies, fees, currency, payment milestones and an indicative schedule.
• You accept it in writing — by signature, by an email confirming acceptance, by issuing a purchase order referencing it, or by paying the advance invoice raised against it.
• We confirm commencement and, where relevant, the resourcing start date.

Order of precedence

If there is a conflict or inconsistency between documents, the following order applies, from highest authority to lowest: (a) a master services agreement or other bespoke written agreement signed by authorised representatives of both parties; (b) the applicable SOW, including its schedules; (c) any non-disclosure or data-processing agreement between the parties, in respect of its subject matter; and (d) these Terms. A signed written agreement therefore prevails over these general Terms to the extent of the inconsistency; these Terms continue to apply to everything the signed documents do not address.

We do not accept the Client’s own standard purchase conditions, vendor-portal terms or invoice-portal terms unless we have expressly agreed to them in a signed document. Issuing a purchase order does not import those conditions into the Agreement.

Scope

We will perform the Services described in the SOW. Anything not expressly listed as in scope is out of scope, including work that becomes desirable after the SOW is agreed. Estimates and timelines in an SOW are based on the assumptions and dependencies recorded in it; if those assumptions prove incorrect, or a dependency owned by the Client or a third party is late, the schedule and fees may need to be revisited.

Change requests

Either party may request a change. We will assess the request and provide a written change note describing the effect on scope, fees and schedule. Work on a change begins only once the change note is accepted in writing. We are not obliged to perform additional work without an accepted change note, and we will not be liable for delays caused by a Client’s decision to defer or decline one.

Acceptance of Deliverables

Unless the SOW states otherwise, the Client has ten (10) business days from delivery of a milestone or Deliverable to test it against the agreed specification and either accept it or give written notice of specific, reproducible non-conformities. We will correct validated non-conformities at no additional charge. If no notice is given within that period, or if the Client puts the Deliverable into production or commercial use, the Deliverable is deemed accepted. Preference-based revisions, new requirements and design changes that are not non-conformities are handled as change requests.

Our work depends materially on the Client. You agree to do the following, at your cost:

• Provide accurate requirements. Supply complete, accurate and current information about your requirements, business rules, environments and constraints, and promptly correct anything you later find to be inaccurate.
• Nominate a decision-maker. Appoint a single point of contact empowered to answer questions, approve designs, sign off milestones and accept change notes.
• Respond in reasonable time. Provide feedback, approvals and clarifications within the response windows recorded in the SOW, or within five (5) business days if none is recorded. Prolonged non-response may cause a project to be rescheduled or placed on hold under Section 19.
• Provide access. Give us timely access to the systems, environments, test data, repositories, cloud accounts, third-party accounts, licences and personnel that the SOW identifies as necessary, and keep such access active for the duration of the engagement.
• Hold the necessary rights in Client Materials. You represent and warrant that you own, or hold all licences, consents and lawful bases required for, every item of Client Materials you supply — including datasets, documents, databases, images, trademarks, code and any personal data — and that our processing of them for the purposes of the Services will not infringe any third-party right or breach any law, contract, privacy notice or data-subject consent.
• Minimise sensitive data. Do not provide personal, health, financial or other sensitive data that is not necessary for the Services, and anonymise, redact or pseudonymise test data wherever the engagement allows it.
• Use the output lawfully. Use the Deliverables, and any AI Output produced through them, only for lawful purposes and in accordance with Sections 13 and 14 and all laws applicable to your industry and territory.
• Maintain your own backups and security. Keep independent backups of your data and safeguard the credentials and access tokens issued to you or your staff.
• Pay on time. Settle valid invoices in accordance with Section 9.

We are not responsible for delays, defects, cost increases or losses that are caused by a failure to meet these responsibilities, and time spent waiting on a Client dependency may be chargeable where the SOW allocates dedicated resources.

Fees are quoted per engagement in the SOW. We use one or a combination of the following commercial models:

• Fixed-price, milestone-based — a defined scope divided into milestones, each invoiced on completion.
• Time and materials — charged against agreed hourly or daily rates, with effort reported periodically and against an agreed cap where the SOW sets one.
• Monthly retainer or dedicated team — an agreed capacity or support scope invoiced in advance for each period.
• Discovery or assessment engagement — a bounded, separately priced piece of work whose output is a report, architecture or costed plan.

Currency

Engagements are quoted in Pakistan Rupees (PKR) or United States Dollars (USD), as stated in the SOW. Where we quote in USD but you settle in PKR through a Pakistan payment channel, the amount payable is converted at the rate stated in the invoice or, if none is stated, at the prevailing rate applied by our bank or payment processor on the date of settlement. Currency-conversion differences, correspondent-bank charges, remittance fees, wallet charges and payment-gateway charges are borne by the Client unless the SOW says otherwise.

Advance payment

Most engagements require an advance payment before work begins, in the amount and proportion stated in the SOW. Where an advance is required, we are not obliged to commence work, allocate engineers or reserve a start date until it is received and cleared.

Expenses and third-party costs

Third-party costs incurred for your project — cloud hosting, model and API usage, domain and certificate fees, app-store fees, paid libraries, data sources, licences and similar — are not included in our fees unless the SOW expressly says so. Wherever practical these are procured in the Client’s own accounts and billed directly to the Client by the provider; where we procure them for you, they are recharged at cost plus any handling charge stated in the SOW.

Quotations are valid for thirty (30) days from issue unless a different validity period is stated, and rates may be revised for subsequent engagements or renewal periods on written notice.

Invoicing and payment terms

We invoice in accordance with the payment schedule in the SOW. Unless the SOW states otherwise, invoices are payable within fourteen (14) days of the invoice date, without set-off, deduction or withholding. Payment may be made by bank transfer, or through the payment channels we make available, including card, wallet, bank account and Raast payments processed by PayFast under its State Bank of Pakistan licence. Payment is treated as received when the funds are cleared into our account, not when a transfer is initiated.

Disputed invoices

If you believe an invoice is incorrect, notify us in writing within seven (7) days of receipt, identifying the specific line items and the reason. The undisputed portion remains payable on the due date, and we will work with you in good faith to resolve the disputed portion promptly.

Taxes and withholding

All fees are exclusive of taxes. The Client is responsible for sales tax, general sales tax on services, value-added tax, provincial services tax, stamp duty and any other tax, duty, levy or charge imposed on the Services by any authority, other than taxes on our own net income. Where law requires the Client to withhold or deduct tax at source from a payment, the Client will deduct only the legally required amount, remit it to the relevant authority, and promptly provide a valid withholding or deduction certificate. Where the Client cannot provide a valid certificate, or where withholding is applied without a legal basis, the Client will gross up the payment so that we receive the full invoiced amount.

Late payment

Without limiting any other right, if an undisputed invoice remains unpaid after its due date we may: (a) charge interest on the overdue amount at one and a half percent (1.5%) per month, or the maximum rate permitted by applicable law if lower, accruing daily from the due date until payment; (b) suspend the Services, deployments, environments, support and access to work in progress after giving seven (7) days’ written notice; (c) withhold delivery, handover or transfer of ownership of Deliverables, since ownership transfers only on full payment under Section 10; and (d) recover the reasonable costs of collection, including legal fees. Fees for reserved capacity or a dedicated team remain payable during any suspension caused by non-payment.

Refunds and cancellation are governed by our Return & Refund Policy, which forms part of these Terms. Because our Services are bespoke professional services delivered digitally, fees for work already performed and for third-party costs already incurred are generally non-refundable.

Yottacom Background IP and tooling

We own and retain all right, title and interest in the Yottacom Background IP, and nothing in an engagement transfers it. This includes our internal frameworks, component libraries, boilerplates, agent and pipeline architectures, prompt patterns, evaluation harnesses, deployment tooling, reusable utilities, methodologies, know-how and anything we develop outside the scope of the Client’s SOW. Where Yottacom Background IP is embedded in or necessary to operate a Deliverable, we grant the Client, on full payment, a perpetual, worldwide, non-exclusive, non-transferable (except as part of a permitted assignment of the Agreement) royalty-free licence to use, host, run, modify and maintain that Background IP solely as part of, and for the purpose of operating, the Deliverable. The Client may not extract, relicense, resell or distribute Yottacom Background IP as a standalone product or service.

Deliverables

Subject to full and cleared payment of all amounts due under the relevant SOW, we assign to the Client all right, title and interest that we hold in the Deliverables produced specifically for that SOW, including the bespoke source code, configurations, prompts, fine-tuned artefacts, designs and documentation identified as Deliverables. Until payment is made in full, all Deliverables remain our property and any access provided to them is a revocable licence for evaluation and acceptance testing only, not for production or commercial use.

Client Materials

The Client retains all right, title and interest in Client Materials. The Client grants us a limited, non-exclusive, royalty-free licence to host, copy, process, adapt and display Client Materials strictly as necessary to perform the Services, and to permit our authorised personnel and approved subcontractors and infrastructure providers to do the same. This licence ends when the engagement ends, except for copies retained in routine backups or as required by law, which are handled under our Privacy Policy.

Third-party and open-source components

Deliverables commonly incorporate third-party software, open-source libraries, foundation models, APIs and hosted services. These are not assigned to the Client and are licensed to the Client directly by their respective owners on their own terms — including open-source licences such as MIT, Apache 2.0, BSD and GPL-family licences, and the terms of any commercial or model provider. The Client is responsible for reviewing and complying with those terms and for paying any associated subscription or usage fees. On request we will identify the material third-party components used in a Deliverable and their licences. We do not warrant third-party components and do not assume the obligations of their licensors.

Residual knowledge and reusable improvements

Nothing in the Agreement restricts our right to use the general skills, experience, techniques and know-how our personnel acquire in the course of an engagement, provided we do not use or disclose the Client’s Confidential Information or infringe the Client’s intellectual property in doing so. Generic improvements we make to our own tooling remain Yottacom Background IP.

Our brand and website

The Yottacom Technologies name, logo, the marks “Architects of Intelligence” and “Innovation through AI”, and the text, design, code, graphics and case-study content of yottacom.net are our property or that of our licensors. You may not copy, reproduce, frame, scrape, republish or use them commercially without our prior written consent, other than normal browsing and incidental caching.

“Confidential Information” means any non-public information disclosed by one party (the discloser) to the other (the recipient), in any form, that is identified as confidential or that a reasonable person would understand to be confidential. It includes source code, architectures, prompts and model configurations, datasets, business plans, pricing, commercial terms, customer and patient or client lists, clinical or legal case material, security findings, roadmaps and personnel information.

The recipient will:

• use the Confidential Information only to perform or receive the Services;
• protect it with at least the degree of care it applies to its own confidential information of similar importance, and in any event with reasonable care;
• disclose it only to those of its personnel, professional advisers and approved subcontractors who need it for the engagement and who are bound by confidentiality obligations no less protective than these; and
• not publish, reverse-engineer for a competing purpose, or otherwise exploit it outside the engagement.

These obligations do not apply to information that is or becomes public without breach, was lawfully known to the recipient before disclosure, is independently developed without reference to the Confidential Information, or is lawfully received from a third party without restriction. Where disclosure is compelled by law, regulation, court order or a competent authority, the recipient may disclose only what is required and, where legally permitted, will notify the discloser first so that protection may be sought.

Confidentiality obligations survive for five (5) years after the engagement ends, and indefinitely for trade secrets, source code and personal data. Where the Client requires a separate non-disclosure agreement, we will sign a mutual NDA; if a signed NDA between the parties covers the same subject matter, that NDA prevails over this Section to the extent of any conflict. On written request following termination, and subject to legal retention requirements and routine backup cycles, the recipient will return or delete Confidential Information and confirm in writing that it has done so.

Our collection and use of personal data is described in our Privacy Policy, which forms part of these Terms. Where we process personal data on the Client’s behalf in the course of the Services, we act as a processor acting on the Client’s documented instructions; the Client remains the controller and is responsible for the lawfulness of the data it supplies, for its own privacy notices, and for obtaining any consents required from data subjects.

We apply access controls, least-privilege credential handling, encryption in transit, and confidentiality obligations on personnel and subcontractors, and we will notify the Client without undue delay if we become aware of a security incident affecting the Client’s data. We handle the Client’s data in line with applicable Pakistani law, including the Prevention of Electronic Crimes Act 2016 and the data-protection expectations developing under Pakistani legislation and regulatory guidance, and, where the engagement makes them applicable, the data-protection requirements of the Client’s own jurisdiction as recorded in a data-processing agreement. Engagements involving health, legal, financial or other regulated data may require additional written terms before work begins, and the Client should raise such requirements during scoping.

No system is perfectly secure. Subject to Section 16, we do not warrant that a Deliverable, an environment or a transmission cannot be compromised, and the Client is responsible for the security configuration, patching and monitoring of any environment it operates or controls after handover, unless the SOW places that responsibility with us.

You must not use our website, our Services, any environment we provide, or any Deliverable to do or facilitate any of the following:

• breach any applicable law or regulation, including the Prevention of Electronic Crimes Act 2016, export-control, sanctions, anti-money-laundering, consumer-protection or sector-specific rules;
• infringe intellectual property, privacy, publicity or contractual rights of any person, including by supplying us with data you have no right to supply;
• gain or attempt to gain unauthorised access to any system, account, network or data, or probe, scan or test the vulnerability of any system without documented written authorisation;
• transmit malware, ransomware, credential stealers or other harmful code, or interfere with the availability or integrity of any service;
• generate or distribute content that is unlawful, defamatory, harassing, hateful, sexually exploitative of minors, or intended to deceive — including impersonation, synthetic identity documents, non-consensual likenesses, disinformation campaigns or deceptive deepfakes;
• use AI Output to make unreviewed automated decisions that materially affect a person’s legal rights, health, safety, employment, credit or access to essential services;
• deploy a Deliverable in safety-critical control systems, in life-support or autonomous clinical decision-making, or in any context where failure could cause death, personal injury or severe environmental damage, unless we have expressly agreed to that use case in writing in the SOW;
• scrape, mine, resell, sublicense or white-label our Services, website content or Yottacom Background IP as a competing product or service; or
• circumvent usage limits, licence keys, rate limits or the terms of any third-party provider whose services form part of a Deliverable.

We may suspend access immediately, without liability, where we reasonably believe continued access presents a legal, security or reputational risk, and we may report unlawful activity to the competent authorities.

AI Output is probabilistic, not deterministic

AI Output may be inaccurate, incomplete, outdated, internally inconsistent, biased or fabricated (commonly called “hallucination”), and identical or similar inputs may produce different outputs at different times. We engineer for accuracy using grounding, retrieval, evaluation, guardrails and testing, and we will tell you honestly what accuracy we measured during an engagement, but no engineering technique eliminates these characteristics. We do not warrant that AI Output will be accurate, complete, reproducible, free of bias or fit for any particular decision.

Human review is mandatory

The Client is solely responsible for reviewing, verifying and validating AI Output before relying on it, publishing it, acting on it, or allowing an end user, employee, patient, client or customer to rely on it. The Client will implement appropriate human oversight, review workflows, escalation paths and audit logging proportionate to the risk of the use case, and will keep a qualified human accountable for every consequential decision. Where a Deliverable includes disclaimers, confidence indicators, source citations or review steps, the Client will not remove, disable or bypass them.

Not professional advice

AI Output is not legal, medical, clinical, psychological, diagnostic, financial, investment, tax, accounting, engineering, regulatory or other professional advice, and it does not create any professional relationship between the Client, any end user and us. This applies specifically to our legal-intelligence, mental-health, oncology and construction take-off work: those systems are decision-support tools for qualified professionals. They do not replace a lawyer, clinician, therapist, licensed engineer, quantity surveyor or other qualified professional, they must not be presented to end users as doing so, and they must not be used in a crisis or emergency in place of emergency services. The Client is responsible for the professional licensing, clinical governance, regulatory approvals, consent flows and end-user disclaimers required in its own jurisdiction and sector.

Third-party models and their terms

Deliverables may call foundation models, APIs and hosted inference services operated by third parties. Those providers control their own model behaviour, availability, deprecation schedules, content filters, pricing and terms of use, and they may change any of them. We are not responsible for a third-party provider’s outage, rate limiting, model retirement, policy change, refusal to process a request, or change in output quality, and any resulting rework is chargeable unless the SOW provides otherwise. The Client must comply with each provider’s acceptable-use policy.

Training data, inputs and outputs

The Client is responsible for holding the rights and lawful basis to use every dataset, document and corpus it supplies for retrieval, grounding, fine-tuning or evaluation. We do not use a Client’s Confidential Information or Client Materials to train models for other clients or for our own general-purpose models. Where a third-party provider’s data-usage settings are relevant, we will configure them as instructed in the SOW. AI Output may not be eligible for copyright protection in some jurisdictions, and similar output may be generated for other users of the same underlying model; we therefore make no representation that AI Output is unique, novel or protectable, or that it does not resemble third-party material.

Regulatory responsibility

The Client is responsible for determining whether its intended use of an AI system is permitted in its jurisdiction and sector, for any risk assessment, transparency notice, human-oversight measure, record-keeping or registration that applicable AI or data-protection law requires, and for disclosing to its own end users that they are interacting with an automated system where the law or good practice requires it.

To deliver the Services we rely on third-party infrastructure and vendors, including cloud and hosting providers, model and API providers, repository and CI platforms, communication tools, analytics, app stores and payment processors such as PayFast. Your use of a Deliverable that depends on such a service is also subject to that provider’s terms, and we are not liable for the acts, omissions, outages, price changes, data handling or discontinuation of any third-party provider.

We may engage vetted subcontractors, contractors or specialist consultants to perform part of the Services. We remain responsible to the Client for the performance of the Services and will bind such personnel to confidentiality and intellectual-property obligations consistent with these Terms. Where the SOW requires prior approval of subcontractors, we will obtain it.

Links on our website to third-party sites are provided for convenience only. We do not control or endorse their content, products or privacy practices.

What we do warrant

• We will perform the Services with reasonable skill and care, in a professional and workmanlike manner, using personnel with appropriate skills and experience for the work.
• We have the authority to enter into the Agreement and to grant the rights we purport to grant in Section 10.
• For thirty (30) days after acceptance of a Deliverable (or the longer warranty period stated in the SOW), we will correct, at no additional charge, reproducible defects in the Deliverable that cause it to fail materially to conform to the specification agreed in the SOW. This is the Client’s exclusive remedy for such defects.

What the warranty does not cover

The warranty above does not apply to any issue arising from: Client Materials or inaccurate requirements; modification of a Deliverable by anyone other than us; use of a Deliverable outside its documented purpose or supported environment; failure to apply updates, patches or dependency upgrades we recommend; changes in third-party services, models, APIs, browsers, operating systems or platform policies; infrastructure, network or configuration issues outside our control; or the inherent characteristics of AI Output described in Section 14.

Disclaimer

Except as expressly stated in these Terms or in a signed SOW, and to the maximum extent permitted by applicable law, the Services, the Deliverables, the website and all AI Output are provided “as is” and “as available”, and we disclaim all other warranties, conditions, representations and terms, whether express, implied, statutory or otherwise, including any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, title, non-infringement, accuracy, or arising from a course of dealing or usage of trade. In particular, and without limiting the foregoing, we do not warrant that: software or AI Output will be error-free, uninterrupted, secure against every attack, or free of all defects; that defects can all be corrected; that a Deliverable will achieve any specific commercial, clinical, legal, financial or operational result, revenue, ranking, conversion, cost saving or accuracy threshold unless a measurable target is expressly warranted in the SOW; or that a Deliverable will remain compatible indefinitely with third-party services that we do not control.

Estimates, timelines, roadmaps, benchmark figures and case-study outcomes shared before or during an engagement are good-faith projections based on the information available at the time. They are not guarantees, and past results achieved for other clients do not guarantee comparable results for you.

To the maximum extent permitted by applicable law, and subject to the carve-outs below:

• Cap on liability. Our total aggregate liability arising out of or in connection with the Agreement, the Services, the Deliverables, the website and any AI Output — whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise — will not exceed the total fees actually paid by the Client to us under the SOW giving rise to the claim in the twelve (12) months immediately preceding the event that gave rise to the claim. Where no fees have been paid, our liability is limited to PKR 10,000.
• Excluded losses. We will not be liable for any indirect, incidental, special, consequential, exemplary or punitive loss, nor for any loss of profit, revenue, anticipated savings, business, goodwill, reputation, opportunity or contract, nor for loss, corruption or unavailability of data, nor for business interruption, wasted management time, or the cost of procuring substitute services, even if we were advised of the possibility of such loss.
• AI-related decisions. We will not be liable for any loss arising from the Client’s or an end user’s reliance on AI Output that was not verified by a competent human before being acted upon, as required by Section 14.
• Third parties. We will not be liable for losses caused by third-party providers, Client Materials, the Client’s own systems or personnel, or anything the Client was responsible for under Section 7.
• Time limit. Any claim must be brought within twelve (12) months of the date the Client first became aware, or ought reasonably to have become aware, of the circumstances giving rise to it.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for wilful misconduct. The Client’s obligation to pay fees properly due is not limited by this Section. The Client acknowledges that these limitations are a reasonable allocation of risk that is reflected in our fees, and that it would price its engagement differently in their absence.

The Client will indemnify, defend and hold harmless Yottacom, its affiliates and their respective officers, employees, subcontractors and agents from and against any claim, demand, proceeding, loss, liability, damage, fine, penalty and reasonable cost (including legal fees) arising out of or in connection with:

• Client Materials, including any allegation that our authorised use of them infringes a third party’s intellectual property, privacy or other rights, or that they were supplied without a lawful basis or necessary consent;
• the Client’s use, deployment, configuration, modification, resale or distribution of a Deliverable or of AI Output, including any decision taken in reliance on AI Output;
• the Client’s breach of Section 13 (Acceptable Use) or of any third-party provider’s terms;
• the Client’s breach of any law or regulation applicable to its business, including sector-specific licensing, clinical, legal-practice, consumer-protection or data-protection requirements; and
• claims brought by the Client’s own customers, patients, clients, employees or end users in respect of the Client’s products or services.

We will indemnify the Client against third-party claims that a Deliverable, as delivered by us and used in accordance with the Agreement, infringes that third party’s copyright — excluding any claim arising from Client Materials, from third-party or open-source components, from AI Output, from the Client’s modifications, or from use outside the documented purpose. This indemnity is subject to the cap in Section 17, and requires the Client to notify us promptly, give us sole control of the defence and settlement, and provide reasonable cooperation. Our options in such a case include modifying the Deliverable, procuring a licence, or refunding the fees paid for the affected Deliverable against its return and discontinued use.

Term

These Terms apply from your first use of the website or first engagement and continue while any SOW is in force and for so long as any obligation under an SOW remains outstanding. Each SOW runs for the period stated in it; retainers renew for successive periods unless either party gives the notice stated in the SOW, or thirty (30) days’ written notice if none is stated.

Suspension and hold

We may suspend the Services, deployments and access, in whole or in part, where: an undisputed invoice is overdue and remains unpaid after seven (7) days’ written notice; the Client fails to provide a dependency, approval or access needed to proceed for more than fifteen (15) business days; we reasonably suspect a breach of Section 13, unlawful activity, or a security or sanctions risk; or a third-party provider suspends a service we depend on. A project placed on hold at the Client’s request or through Client inaction may be rescheduled subject to engineer availability, and remobilisation charges may apply as stated in the SOW.

Termination

• Either party may terminate an SOW for convenience by giving thirty (30) days’ written notice, unless the SOW states otherwise.
• Either party may terminate immediately on written notice if the other party commits a material breach and fails to remedy it within fifteen (15) days of written notice, or if the other party becomes insolvent, enters liquidation or administration, or ceases to carry on business.
• We may terminate immediately where continuing would require us to breach a law, a sanctions restriction, a third-party licence or a professional obligation.

Consequences of termination

On termination for any reason: the Client will pay for all Services performed and all third-party costs and non-cancellable commitments incurred up to the effective date, plus any milestone amount already earned; each party will return or delete the other’s Confidential Information on request, subject to legal retention and routine backups; licences granted to the Client in respect of paid Deliverables survive, while licences in respect of unpaid Deliverables terminate immediately; and we will, on request and at the Client’s cost where the work is material, provide a reasonable handover of paid Deliverables, credentials and documentation. Sections concerning fees already due, intellectual property, confidentiality, data protection, acceptable use, AI terms, disclaimers, limitation of liability, indemnity, governing law and general provisions survive termination.

Neither party is liable for any failure or delay in performing its obligations (other than an obligation to pay money already due) caused by an event beyond its reasonable control, including: acts of God, earthquake, flood or fire; epidemic or pandemic; war, terrorism, civil unrest or protest; strike or labour dispute; government or regulatory action, sanctions, import or export restriction; internet or telecommunications failure; nationwide or regional power failure or load-shedding; internet shutdown or restriction ordered by an authority; failure, outage, rate limiting or discontinuation of a third-party cloud, model or API provider; or a large-scale cyber attack not attributable to that party’s failure to maintain reasonable safeguards.

The affected party will notify the other promptly, use reasonable efforts to mitigate, and resume performance as soon as practicable. Timelines are extended by the duration of the event. If the event continues for more than sixty (60) consecutive days, either party may terminate the affected SOW on written notice, and the Client will pay for Services performed and costs properly incurred up to that date.

Unless the SOW or a signed NDA says otherwise, we may identify the Client by name and logo as a client, and describe the general nature of the work, in our portfolio, website, proposals and marketing materials. We will not disclose the Client’s Confidential Information, commercial terms, data or proprietary methods in doing so. Detailed case studies, metrics, screenshots, quotes and testimonials will be published only with the Client’s prior written approval, and the Client may withdraw consent to a specific publication by written request, after which we will remove it from materials we control within a reasonable period.

Governing law

Where the Services are contracted through or performed by our Lahore engineering office, or where the SOW names our Pakistan operation or is invoiced in PKR, the Agreement and these Terms are governed by the laws of the Islamic Republic of Pakistan, and the courts at Lahore have exclusive jurisdiction, subject to the arbitration provision below.

Where the SOW names Yotta AI LLC (Myrtle Beach, South Carolina, USA) as the contracting entity, the governing law and venue are those stated in that SOW; if the SOW is silent, the laws of the State of South Carolina, USA apply to that engagement. Nothing in this Section deprives either party of the protection of mandatory consumer or statutory rules that apply notwithstanding a choice of law.

Dispute resolution

The parties will attempt in good faith to resolve any dispute informally before commencing proceedings. The process is: (a) the complaining party sends a written notice describing the dispute, the relevant facts and the outcome sought; (b) the parties’ project leads meet, in person or by video, within ten (10) business days; and (c) if unresolved, senior representatives of each party meet within a further fifteen (15) business days.

If the dispute is still unresolved thirty (30) days after the initial notice, and the engagement is governed by Pakistani law, the dispute will be referred to arbitration by a sole arbitrator agreed between the parties (or appointed by the competent court at Lahore if the parties cannot agree) under the Arbitration Act, 1940. The seat and venue of arbitration will be Lahore, Pakistan, the language will be English, and the award will be final and binding. Nothing in this Section prevents either party from seeking urgent injunctive or interim relief from a court to protect Confidential Information, intellectual property or the integrity of a system, or from recovering undisputed debts.

Each party bears its own costs of the escalation process; the costs of arbitration will be allocated by the arbitrator. Disputes will be resolved on an individual basis; the parties do not consent to class, collective or representative proceedings.

Formal notices under the Agreement must be in writing and sent to the addresses in Section 26. Notices sent by email to the address nominated by each party in the SOW are effective on the next business day after transmission, provided no delivery failure is received. Notices delivered by hand or by internationally recognised courier are effective on written confirmation of delivery. Routine project communication may continue through the email, ticketing or messaging channels agreed for the engagement, but such channels are not sufficient for notices of breach, suspension or termination.

• Entire agreement. The Agreement is the entire agreement between the parties on its subject matter and supersedes all prior discussions, proposals, pitch decks, estimates and representations, except for fraudulent misrepresentation.
• Severability. If any provision is held invalid, illegal or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions will continue in full force and effect.
• No waiver. A failure or delay in exercising a right is not a waiver of it, and no single or partial exercise prevents further exercise. A waiver is effective only if given in writing.
• Assignment. The Client may not assign or novate the Agreement without our prior written consent, except to a successor of its business by merger or acquisition that is not a competitor of ours. We may assign the Agreement to an affiliate or to a successor of our business, and may subcontract as permitted by Section 15.
• Independent contractors. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, franchise or employment relationship, and neither party may bind the other.
• Non-solicitation. During an engagement and for twelve (12) months afterwards, neither party will knowingly solicit for employment any individual of the other party who was materially involved in the engagement, except through a general public advertisement not targeted at that individual.
• No third-party rights. The Agreement is for the benefit of the parties only and confers no rights on any other person.
• Language. The Agreement is made in English. Any translation is for convenience only, and the English version prevails.
• Business-to-business use. The Services are offered to businesses and institutions and are not offered for consumer, personal or household purposes. No physical goods are sold, and no shipment or courier delivery is involved.
• Survival. Provisions that by their nature should survive termination do so, as set out in Section 19.

We may update these Terms from time to time to reflect changes in our services, our technology stack, third-party provider requirements, payment-processing rules or applicable law. The current version is always published on this page with the “Last updated” date at the top.

Changes take effect when published and apply to your continued use of the website and to engagements formed after that date. For an SOW already in progress, the version of these Terms in force when the SOW was accepted continues to apply for the remainder of that SOW, unless the change is required by law or by a payment or infrastructure provider, or unless the parties agree otherwise in writing. Where a change materially reduces the Client’s rights, we will make reasonable efforts to notify the Client’s nominated contact in writing.

For questions about these Terms, a proposal, an invoice, a compliance request or a notice under the Agreement, contact us at:

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