Terms & Conditions — Deed Labs Co

In short: using our site or services means you agree to these terms. A signed contract wins if it says something different.

These Terms & Conditions (“Terms”) govern your use of the website operated by Deed Labs Co (“Deed Labs”, “we”, “us”) and any software development, AI agent development, automation or related services we provide (the “Services”). By accessing the website, submitting an enquiry or engaging us for Services, you (“Client”, “you”) agree to these Terms.

If you are accepting on behalf of a company, you confirm you have authority to bind it. Where a signed Master Services Agreement or Statement of Work (“SOW”) conflicts with these Terms, the signed document controls.

In short: the key words used throughout.

Deliverables — software, agents, prompts, configurations, documentation and other work product created specifically for you under a SOW.
Client Materials — data, content, credentials, systems and other materials you provide to us.
Deed Labs Tools — our pre‑existing or independently developed frameworks, libraries, templates, evaluation harnesses and know‑how.
Plan — the monthly package you subscribe to (e.g. Launch, Scale or Enterprise) as described on our website or in a SOW.
Third‑Party Services — products not owned by us, such as model providers, cloud hosting and SaaS tools.

In short: each engagement has a written scope. Your monthly plan buys dedicated team capacity, and we prioritise work with you.

We will perform the Services described in your Plan and any SOW with reasonable skill and care, consistent with generally accepted industry practice. Plans provide a level of dedicated engineering capacity; the specific agents, workflows and milestones are agreed in writing and may be reprioritised by mutual agreement during the engagement.

Timelines are good‑faith estimates and depend on timely access to Client Materials, decisions and feedback. Requests outside the agreed scope may require a change order or a Plan upgrade.

In short: plans are billed monthly in advance. Upgrade any time; downgrades and cancellations need 30 days’ notice. Model and cloud costs are separate.

Plans. Monthly Plans start at US$5,000 per month and are invoiced monthly in advance. Fees are stated in US dollars and exclude applicable taxes.
Payment. Invoices are due within fifteen (15) days of issue unless a SOW says otherwise. Late amounts may accrue interest at 1.5% per month or the maximum allowed by law, whichever is lower, and we may pause Services after written notice if an invoice is more than fifteen (15) days overdue.
Upgrades take effect from the next billing cycle, or immediately on a pro‑rated basis if agreed.
Downgrades & cancellation require thirty (30) days’ written notice and take effect at the end of that notice period. Fees already paid are non‑refundable except as required by law or expressly stated in a SOW.
Third‑party costs such as LLM API usage, cloud hosting and paid SaaS tools are not included in Plan fees. They are billed to your own accounts or re‑billed at cost with your prior approval.

In short: give us timely access and decisions, make sure you’re allowed to share the data you send us, and review agent behaviour before relying on it.

Provide timely access to systems, data, subject‑matter experts and a primary point of contact.
Ensure you have all rights, consents and lawful bases needed to share Client Materials with us and to process them using the Services.
Review, test and approve Deliverables before deploying them to production or relying on them for decisions affecting end users.
Remain responsible for your own regulatory obligations, including those relating to financial services, healthcare, education and consumer protection.

In short: once you’ve paid, you own what we build for you. We keep our own reusable tools, and you get a licence to use them inside your Deliverables.

Your materials. You retain all rights in Client Materials. You grant us a limited licence to use them solely to perform the Services.

Deliverables. Upon full payment of the applicable fees, we assign to you all right, title and interest in the Deliverables, excluding Deed Labs Tools and Third‑Party Services.

Deed Labs Tools. We retain ownership of Deed Labs Tools. To the extent they are incorporated in Deliverables, we grant you a perpetual, worldwide, non‑exclusive, royalty‑free licence to use, modify and run them as part of those Deliverables.

Open source. Deliverables may include open‑source components, which are governed by their own licences. We will not knowingly include components whose licence would require you to disclose your proprietary source code without your consent.

In short: we both keep each other’s non‑public information secret, during and for three years after the engagement (trade secrets for as long as they stay secret).

Each party will protect the other’s non‑public business, technical and personal information with at least reasonable care, use it only to perform or receive the Services, and disclose it only to personnel and contractors bound by similar obligations. These obligations do not apply to information that is public through no fault of the recipient, already known to it, independently developed, or lawfully received from a third party. Disclosures required by law are permitted with prompt notice where lawful.

These obligations survive for three (3) years after the engagement ends, and for trade secrets for as long as they remain trade secrets. We are happy to sign a mutual NDA before discovery.

In short: we only use your data to do the work, keep it secured, and sign extra agreements (like a DPA or BAA) when the data requires it.

We process personal data contained in Client Materials only on your documented instructions and solely to provide the Services. We apply appropriate technical and organisational measures, including access controls, encryption in transit and least‑privilege credentials.

Where Services involve protected health information, cardholder data, student records or personal data subject to GDPR/CCPA, the parties will enter into the appropriate addendum (e.g. a Business Associate Agreement or Data Processing Agreement) before such data is shared. Please do not send regulated data through the website contact form.

Information you submit through this website is used to respond to your enquiry and manage our relationship with you. We do not sell personal information.

In short: AI can be wrong. We build in testing and guardrails, but you decide where humans must review outputs before they affect real people or money.

AI agents rely on probabilistic models whose outputs may be inaccurate, incomplete or inconsistent, and whose behaviour can change when providers update their models. We design evaluations, guardrails and human‑review checkpoints to reduce these risks, but we do not guarantee that any AI output will be error‑free.

You are responsible for determining appropriate human oversight, particularly for decisions with legal, financial, medical, educational or similarly significant effects on individuals. Deliverables are not intended to provide medical, legal, financial or investment advice, and must not be used as the sole basis for clinical diagnosis or treatment decisions.

We will not use your Client Materials to train models offered to other clients.

In short: model providers, clouds and SaaS tools have their own terms. We help you choose them but aren’t responsible for their outages or changes.

Deliverables may integrate Third‑Party Services such as large language model APIs, cloud platforms, payment processors, EHRs or e‑commerce platforms. Your use of them is subject to their own terms and pricing. We are not responsible for the availability, performance, security or changes of Third‑Party Services, though we will reasonably assist you in responding to such changes within your Plan.

In short: we promise professional work and will fix defects you report within 30 days of delivery. Beyond that, no other promises are implied.

We warrant that the Services will be performed in a professional and workmanlike manner. If a Deliverable materially fails to conform to its agreed specification and you notify us within thirty (30) days of delivery, we will re‑perform or correct it at no additional charge. This is your exclusive remedy for breach of this warranty.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES, DELIVERABLES AND WEBSITE ARE PROVIDED “AS IS”, AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON‑INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

In short: neither side is liable for indirect losses, and our total liability is capped at the fees you paid in the previous three months.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA OR GOODWILL, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES WILL NOT EXCEED THE FEES PAID BY YOU TO US IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

These limits do not apply to a party’s indemnification obligations, breach of confidentiality, or liability that cannot be limited under applicable law.

In short: we cover you if our work infringes someone’s IP; you cover us for claims caused by your data or how you use the Deliverables.

We will defend you against third‑party claims alleging that Deliverables (excluding Client Materials, Third‑Party Services and open‑source components) infringe that party’s intellectual property rights, and pay resulting damages finally awarded or agreed in settlement.

You will defend us against third‑party claims arising from Client Materials, your use of Deliverables in breach of these Terms or applicable law, or decisions made using AI outputs without the human review we recommended.

The indemnified party must give prompt notice, reasonable cooperation and control of the defence to the indemnifying party.

In short: either side can end things with 30 days’ notice, or sooner if the other side seriously breaches and doesn’t fix it. You get your work and data on the way out.

Plans renew monthly until cancelled. Either party may terminate for convenience on thirty (30) days’ written notice, or immediately if the other party materially breaches these Terms and fails to cure within fifteen (15) days of written notice, or becomes insolvent.

On termination you will pay for Services performed through the effective date. We will deliver Deliverables paid for, return or delete Client Materials on request, and provide reasonable transition assistance (additional assistance at our then‑current rates). Sections on fees owed, IP, confidentiality, disclaimers, liability, indemnification and governing law survive termination.

In short: please don’t poach our engineers during the engagement or for 12 months after.

During the engagement and for twelve (12) months afterwards, you will not directly solicit for employment any Deed Labs personnel who worked on your Services, without our prior written consent. General job postings not targeted at our personnel are not a breach.

In short: the website is for information. Demos are illustrative, and please don’t misuse the site.

Content on this website is provided for general information only and may change without notice. Product demonstrations, example workflows and figures shown on the site are illustrative and do not represent specific client results or guaranteed outcomes. Pricing shown is indicative; the price in your signed Plan or SOW applies.

You may not attempt to gain unauthorised access to the website, interfere with its operation, scrape it at scale, or use it for any unlawful purpose. All website content, branding and logos are owned by Deed Labs Co or its licensors.

In short: Delaware law applies. We’ll try to sort out disagreements by talking first; if that fails, the Delaware courts decide.

These Terms are governed by the laws of the State of Delaware, USA, without regard to its conflict‑of‑laws rules. The parties will first attempt in good faith to resolve any dispute through discussion between senior representatives for thirty (30) days. Failing that, the state and federal courts located in New Castle County, Delaware will have exclusive jurisdiction, and each party consents to that venue. Either party may seek injunctive relief in any competent court to protect its intellectual property or confidential information.

In short: standard housekeeping — we may update these terms, and we’re independent contractors.

Changes. We may update these Terms from time to time. The updated version applies from its effective date; changes will not apply retroactively to a signed SOW without your agreement.
Independent contractors. The parties are independent contractors. We may use vetted subcontractors and remain responsible for their work.
Publicity. We will not name you as a client or describe your project publicly without your written consent.
Force majeure. Neither party is liable for delays caused by events beyond its reasonable control.
Assignment. Neither party may assign these Terms without consent, except to a successor in a merger or sale of substantially all assets.
Entire agreement. These Terms, together with any Plan and SOW, form the entire agreement and supersede prior discussions. If any provision is unenforceable, the rest remains in effect. Failure to enforce a provision is not a waiver.

In short: questions about these terms? Get in touch.

Deed Labs Co
1007 N Orange St, 4th Floor, Suite 4000
Wilmington, DE 19801, United States

LinkedIn: linkedin.com/company/deed-so · Contact form