Terms of Service

1 Introduction and Acceptance

Welcome to Digital Trust. These Terms of Service ("Terms," "Agreement") constitute a legally binding agreement between you ("Client," "you," or "your") and Digital Trust ("Company," "we," "us," or "our") governing your access to and use of our website, platforms, and AI advisory and assurance services.

By accessing our website, engaging our services, or entering into a service agreement with us, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

2 Definitions

For the purposes of this Agreement, the following definitions apply:

3 Description of Services

3.1 Scope of Services

Digital Trust provides enterprise AI advisory and assurance services across the full AI value chain, including:

• AI Strategy & Leadership: Strategic planning, executive advisory, operating model design, and use-case discovery
• AI Architecture & Implementation: Data architecture, platform design, custom AI solutions, and LLM integration
• AI Operations: MLOps/AIOps implementation, performance tracking, and value realization
• AI Risk & Governance: Risk assessments, governance frameworks, security architecture, and ethical AI programs
• AI Compliance & Audit: Regulatory compliance, standards implementation, independent audits, and model validation
• AI Innovation & Capability: Innovation labs, executive workshops, maturity assessments, and training

3.2 Service Delivery

Services will be delivered in accordance with the applicable Statement of Work or service agreement. We reserve the right to determine the methods, processes, and personnel used to deliver our Services, provided that such Services meet the agreed-upon specifications and professional standards.

3.3 Professional Standards

We commit to performing all Services with the degree of skill, care, and diligence expected of a qualified professional in the AI advisory and consulting industry. Our work adheres to relevant professional standards, industry best practices, and applicable regulatory requirements.

4 Client Responsibilities

To enable effective delivery of our Services, you agree to:

4.1 Cooperation and Access

• Provide timely access to relevant personnel, systems, data, and documentation necessary for Service delivery
• Designate a primary point of contact with authority to make decisions on your behalf
• Respond to requests for information, feedback, and approvals within reasonable timeframes
• Ensure that your personnel cooperate fully with our team during engagements

4.2 Information Accuracy

• Provide accurate, complete, and current information as required for Service delivery
• Promptly notify us of any changes to information previously provided
• Ensure that all data and materials provided do not infringe upon third-party rights

4.3 Compliance

• Comply with all applicable laws, regulations, and industry standards in your use of our Services
• Obtain all necessary consents, permissions, and authorizations required for us to access your systems and data
• Implement recommendations and use Deliverables in accordance with applicable legal and regulatory requirements

4.4 Security

• Maintain appropriate security measures for any credentials, access tokens, or sensitive information provided to you
• Promptly notify us of any suspected security incidents affecting our engagement
• Not share access credentials or Deliverables with unauthorized third parties

5 Fees and Payment Terms

5.1 Service Fees

Fees for our Services will be set forth in the applicable Statement of Work or service agreement. Unless otherwise specified, our fees may be structured as:

• Fixed Fee: A predetermined total fee for defined deliverables and scope
• Time and Materials: Fees based on actual time spent at agreed hourly or daily rates, plus approved expenses
• Retainer: A recurring fee for ongoing advisory services and availability
• Success-Based: Fees tied to achievement of specified outcomes or milestones

5.2 Invoicing and Payment

• Invoices will be issued in accordance with the payment schedule specified in the Statement of Work
• Payment is due within thirty (30) days of invoice date, unless otherwise agreed in writing
• All fees are exclusive of applicable taxes, which will be added where required by law
• Payments shall be made in the currency specified in the invoice via bank transfer or other agreed method

5.3 Late Payment

If payment is not received by the due date, we reserve the right to:

• Charge interest at a rate of 1.5% per month (or the maximum rate permitted by law, if lower) on overdue amounts
• Suspend Services until outstanding amounts are paid in full
• Recover reasonable collection costs, including legal fees

5.4 Expenses

Unless included in a fixed fee arrangement, reasonable travel, accommodation, and other out-of-pocket expenses incurred in connection with Service delivery will be invoiced separately with supporting documentation. Pre-approval may be required for expenses exceeding agreed thresholds.

6 Intellectual Property Rights

6.1 Pre-Existing IP

Each party retains all rights in its pre-existing Intellectual Property. Nothing in this Agreement transfers ownership of either party's pre-existing IP to the other party.

6.2 Digital Trust IP

We retain all rights in our proprietary methodologies, frameworks, tools, templates, know-how, and other Intellectual Property developed independently or prior to this engagement ("Digital Trust IP"). This includes our assessment frameworks, governance models, risk taxonomies, and analytical tools.

6.3 Client Deliverables

Subject to full payment of all fees, we grant you a non-exclusive, perpetual, royalty-free license to use Deliverables created specifically for you in connection with your internal business operations. This license does not include the right to:

• Resell, sublicense, or commercially distribute Deliverables to third parties
• Remove or alter any proprietary notices or attributions
• Use our Digital Trust IP embedded in Deliverables for purposes beyond the intended scope

6.4 Feedback and Improvements

Any feedback, suggestions, or ideas you provide regarding our Services or methodologies may be used by us to improve our offerings without obligation or compensation to you.

7 Confidentiality

7.1 Confidentiality Obligations

Each party agrees to maintain the confidentiality of the other party's Confidential Information and to use such information only for the purposes of this Agreement. Confidential Information shall be protected with at least the same degree of care used to protect one's own confidential information, but in no event less than reasonable care.

7.2 Permitted Disclosures

Confidential Information may be disclosed:

• To employees, contractors, and advisors who need to know such information and are bound by confidentiality obligations
• As required by law, regulation, or court order, provided that the disclosing party gives prompt notice (where legally permitted) to allow the other party to seek protective measures
• With the prior written consent of the disclosing party

7.3 Exclusions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no fault of the receiving party
• Was rightfully in the receiving party's possession prior to disclosure
• Is independently developed by the receiving party without use of Confidential Information
• Is rightfully obtained from a third party without restriction on disclosure

7.4 Duration

Confidentiality obligations shall survive termination of this Agreement for a period of five (5) years, or indefinitely for trade secrets to the extent protected by applicable law.

8 Data Protection and Security

8.1 Data Processing

To the extent we process personal data on your behalf, we will do so in accordance with your instructions and applicable data protection laws. Where required, we will enter into appropriate data processing agreements that comply with GDPR, CCPA, and other applicable regulations.

8.2 Security Measures

We implement and maintain appropriate technical and organizational security measures to protect Client data, including:

• Encryption of data in transit and at rest
• Access controls and authentication mechanisms
• Regular security assessments and monitoring
• Employee training on data protection and security
• Incident response and breach notification procedures

8.3 Data Return and Deletion

Upon termination of our engagement and your written request, we will return or securely delete your data in our possession, except as required to be retained by law or for legitimate business purposes (such as maintaining records of Services provided).

8.4 Sub-processors

We may engage sub-processors to assist in Service delivery. We maintain a list of sub-processors and will notify you of any changes. All sub-processors are bound by data protection obligations consistent with this Agreement.

9 Warranties and Representations

9.1 Our Warranties

We represent and warrant that:

• We have the authority and capacity to enter into this Agreement and perform our obligations
• Services will be performed in a professional and workmanlike manner consistent with industry standards
• Our personnel have the necessary skills, qualifications, and experience to perform the Services
• Deliverables will substantially conform to the specifications set forth in the applicable Statement of Work
• To our knowledge, Deliverables will not infringe upon the intellectual property rights of any third party

9.2 Client Warranties

You represent and warrant that:

• You have the authority to enter into this Agreement and to provide us access to your systems and data
• Information and materials provided to us are accurate, complete, and do not infringe third-party rights
• You have obtained all necessary consents and authorizations for our processing of personal data
• Your use of Services and Deliverables will comply with applicable laws and regulations

9.3 Disclaimer

9.4 Advisory Nature of Services

Our Services are advisory in nature. We provide recommendations, analyses, and guidance based on our expertise and the information available to us. Final decisions regarding implementation, strategy, and operations remain with you. We do not guarantee specific business outcomes, regulatory approval, or commercial success.

10 Limitation of Liability

10.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Liability Cap

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO US DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) THE FEES PAID FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM.

10.3 Exceptions

The limitations in this Section 10 shall not apply to:

• Breaches of confidentiality obligations
• Infringement of intellectual property rights
• Gross negligence, willful misconduct, or fraud
• Indemnification obligations under this Agreement
• Liability that cannot be limited by applicable law

10.4 Allocation of Risk

The limitations set forth in this Section reflect an informed, voluntary allocation of risk between the parties, and such allocation is an essential basis of the bargain between us.

11 Indemnification

11.1 Our Indemnification

We will indemnify, defend, and hold you harmless from any third-party claims, damages, losses, and expenses (including reasonable legal fees) arising from:

• Our breach of this Agreement
• Our gross negligence or willful misconduct in performing Services
• Claims that Deliverables infringe third-party intellectual property rights, provided that we may, at our option, modify or replace the infringing Deliverable or obtain the right for you to continue using it

11.2 Your Indemnification

You will indemnify, defend, and hold us harmless from any third-party claims, damages, losses, and expenses (including reasonable legal fees) arising from:

• Your breach of this Agreement
• Your use of Services or Deliverables in violation of applicable laws or this Agreement
• Claims that materials or data you provide infringe third-party rights
• Your products, services, or business operations, except to the extent caused by our breach

11.3 Indemnification Procedure

The indemnified party must: (a) promptly notify the indemnifying party of any claim; (b) allow the indemnifying party to control the defense and settlement; and (c) provide reasonable cooperation. The indemnified party may participate in the defense at its own expense.

12 Term and Termination

12.1 Term

This Agreement becomes effective upon your acceptance and continues until all Statements of Work have been completed or terminated, unless earlier terminated in accordance with this Section.

12.2 Termination for Convenience

Either party may terminate this Agreement or any Statement of Work for convenience upon thirty (30) days' prior written notice. Upon such termination, you shall pay for all Services performed and expenses incurred through the effective date of termination.

12.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party:

• Materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice
• Becomes insolvent, files for bankruptcy, or ceases operations
• Engages in fraud, gross negligence, or willful misconduct

12.4 Effect of Termination

Upon termination:

• All outstanding fees become immediately due and payable
• Each party shall return or destroy the other party's Confidential Information
• We will deliver any completed or in-progress Deliverables for which payment has been made
• Provisions that by their nature should survive termination shall continue in effect

12.5 Survival

The following sections survive termination: Definitions, Intellectual Property, Confidentiality, Limitation of Liability, Indemnification, and General Provisions.

13 Dispute Resolution

13.1 Informal Resolution

Before initiating formal proceedings, the parties agree to attempt in good faith to resolve any dispute through direct negotiation between senior executives with authority to settle the matter. This negotiation period shall last at least thirty (30) days from written notice of the dispute.

13.2 Mediation

If negotiation fails, the parties agree to submit the dispute to non-binding mediation before a mutually acceptable mediator. The costs of mediation shall be shared equally.

13.3 Arbitration

Any dispute not resolved through negotiation or mediation shall be finally resolved by binding arbitration administered in accordance with the rules of a recognized arbitration institution. The arbitration shall be conducted in English, and the decision shall be final and binding on both parties.

13.4 Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

14 Compliance and Ethics

14.1 Anti-Corruption

Each party represents that it will comply with all applicable anti-corruption and anti-bribery laws, including the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, and similar laws. Neither party shall offer, pay, promise, or authorize payment of anything of value to any government official or other person to improperly influence any act or decision.

14.2 Export Compliance

You agree to comply with all applicable export control and sanctions laws. You shall not access or use our Services in any country subject to comprehensive sanctions or in violation of any export restrictions.

14.3 Professional Ethics

We maintain independence and objectivity in providing our Services. We will disclose any potential conflicts of interest that may arise during an engagement and work with you to address them appropriately.

15 General Provisions

15.1 Entire Agreement

This Agreement, together with all Statements of Work and other documents incorporated by reference, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, and agreements relating to the subject matter hereof.

15.2 Amendments

We may modify these Terms from time to time. Material changes will be communicated through our website or direct notification. Continued use of our Services after such modifications constitutes acceptance of the updated Terms.

15.3 Assignment

You may not assign this Agreement without our prior written consent. We may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of our assets. Subject to the foregoing, this Agreement binds and benefits the parties and their permitted successors and assigns.

15.4 Waiver

No failure or delay in exercising any right under this Agreement shall constitute a waiver of that right. Any waiver must be in writing and signed by the waiving party.

15.5 Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' intent.

15.6 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including natural disasters, war, terrorism, strikes, government actions, pandemics, or infrastructure failures. The affected party shall provide prompt notice and use reasonable efforts to mitigate the impact.

15.7 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties.

15.8 Notices

All notices under this Agreement shall be in writing and sent to the addresses specified in the applicable Statement of Work or as otherwise designated in writing. Notices may be sent by email, registered mail, or recognized courier service.

15.9 Governing Law

This Agreement shall be governed by and construed in accordance with applicable laws, without regard to conflicts of law principles. The specific governing law and jurisdiction shall be specified in the applicable Statement of Work.

16 Contact Information

For questions, concerns, or notices regarding these Terms of Service, please contact us:

For service-related inquiries or to discuss engagement terms, please contact our business development team or your designated account manager.