Contracting party and incorporation
Auxerta, LLC (the “Provider”) supplies the services described in an executed statement of work or order (the “Order”) to the customer named in it (the “Customer”). These terms apply only if incorporated by reference into an agreement accepted by both parties. Browsing the Website or sending an inquiry does not create an engagement.
The Order identifies the contracting parties, scope, deliverables, fees, schedule, and acceptance criteria. Negotiated terms prevail over these general terms to the extent of a conflict. A data processing addendum controls its specific subject matter, subject in all cases to mandatory law. Auxerta, Inc. is not a contracting party merely because a project concerns one of its products.
Scope and change control
Services may include AI-assisted and human review, annotation, synthetic generation, or subject-matter review. The Order must specify the task, data format, quality criteria, review method, and required outputs. Changes to scope, assumptions, volume, or deadlines require written agreement on any corresponding fees and schedule.
Customer materials and representations
The Customer retains its rights in data, instructions, and other materials supplied for the engagement (“Customer Materials”). The Customer represents that it has the rights, permissions, and lawful authority necessary to provide those materials and instruct their processing.
The Customer shall identify restrictions on access, location, licensing, confidentiality, and permitted use before transfer. Regulated or sensitive data may be provided only after the parties expressly agree to the processing and required safeguards. A general service description is not authorization to submit that data.
Performance and acceptance
The Provider shall perform the agreed work with reasonable skill and care and assess deliverables against the criteria in the Order. The Customer shall identify any alleged nonconformity with sufficient detail for review. Correction, re-performance, rejection, and acceptance procedures are governed by the Order; silence is not deemed acceptance unless expressly agreed.
Annotation and evaluation may involve judgment, sampling, and model-assisted processing. Synthetic examples may contain errors or omit relevant cases. Unless expressly warranted in the Order, the Provider does not guarantee error-free data, a particular benchmark score, regulatory approval, or a production outcome. The Customer remains responsible for validating deployment and decisions based on the deliverables.
Fees and payment
The Customer shall pay the fees and applicable charges specified in the Order in accordance with its invoicing and payment provisions. Currency, taxes, expenses, and cancellation charges are governed by the Order. Website descriptions do not authorize a charge. Good-faith invoice disputes shall follow the agreed procedure; undisputed amounts remain payable in accordance with the Order.
Ownership and licenses
Each party retains all rights in its pre-existing intellectual property. Ownership of commissioned deliverables and licenses to embedded tools, templates, software, or third-party material are governed by the Order. No assignment or license to the Provider’s underlying technology arises by implication or solely upon delivery.
The Customer grants the Provider a limited right to use Customer Materials solely to perform the agreed services. Unrelated model training, publication, resale, or use for another customer requires separate written authorization and any legal basis or consent required by law.
Confidentiality and data protection
Each party shall use the other’s confidential information only for the engagement, restrict access to persons who need it for that purpose and are bound by appropriate duties, and protect it with reasonable care. Exceptions apply to information lawfully public, independently developed, already lawfully held, or lawfully received without restriction.
A legally compelled disclosure must be limited to what is required, with notice to the other party where lawful. Personal-data processing is subject to the agreed data terms and any required addendum. Confidentiality does not authorize processing beyond the Customer’s instructions.
Suspension and termination
The Order governs duration, notice, termination rights, and the consequences of termination. The Provider may suspend affected processing where an instruction is unlawful or poses a material security risk, notifying the Customer where permitted and seeking a lawful resolution. Accrued obligations and provisions intended to survive continue only to their stated extent. Return and deletion of data follow the agreed data terms.
Liability and remedies
Liability limitations, indemnities, service credits, and exclusive remedies apply only to the extent expressly agreed in the Order or governing services agreement. Nothing in these terms excludes or restricts liability or statutory rights that cannot lawfully be excluded or restricted, including liability for fraud where nonexcludable.
Governing law and notices
The governing law, forum, and dispute procedure are those expressly agreed in the executed agreement. In the absence of an agreed provision, the applicable rules of law determine them. These general terms do not impose arbitration or waive a right to bring a claim.
Service inquiries may be sent to partner@auxerta.com. Contractual notices must follow the executed agreement. No amendment, assignment, or waiver is effective beyond the authority and formalities required by that agreement and applicable law.