Terms of Service

These Terms of Service ("Terms") govern your use of services provided by Hamiltonian Lab ("Company," "we," "our," or "us"). By accessing our website, using our services, or engaging with our AI systems, you ("Client," "you," or "your") 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. If you do not agree to these Terms, do not use our services.

Important: Our services are professional consulting and technology solutions. Results may vary based on implementation, data quality, and business-specific factors.

Specific services will be detailed in individual Service Agreements or Statements of Work ("SOW") that reference these Terms. Each SOW will specify:

• Scope of work and deliverables
• Timeline and milestones
• Pricing and payment terms
• Success criteria and acceptance procedures
• Specific terms for that engagement

In case of conflict between these Terms and a SOW, the SOW takes precedence for that specific engagement.

• Invoicing: Payment terms are Net 30 days unless otherwise specified in the SOW
• Late Payments: Late payments may incur interest charges of 1.5% per month
• Disputes: Payment disputes must be raised within 10 days of invoice receipt
• Suspension: We reserve the right to suspend services for overdue payments
• Expenses: Reasonable expenses (travel, third-party tools) will be invoiced separately
• Taxes: All fees are exclusive of applicable taxes

Both parties acknowledge that they may have access to confidential information. We agree to:

• Maintain strict confidentiality of your business information
• Use confidential information solely for service delivery
• Implement appropriate security measures to protect confidential data
• Return or destroy confidential information upon engagement completion
• Not disclose confidential information to third parties without consent

This obligation survives termination of our agreement and does not apply to information that becomes publicly available through no fault of ours.

You agree not to use the services, and not to permit others to use them, to:

• Violate any applicable law, regulation, or third-party right
• Process personal data without a valid legal basis or in breach of GDPR or other privacy laws
• Generate content that is unlawful, deceptive, defamatory, harassing, infringing, or harmful to minors
• Use AI outputs to make consequential decisions about individuals (employment, credit, insurance, housing, healthcare, etc.) without human review and a lawful basis
• Reverse-engineer, decompile, scrape, or attempt to extract our models, weights, prompts, or proprietary methods
• Probe, benchmark, or stress-test our services for competitive purposes without prior written consent
• Circumvent rate limits, access controls, or security measures
• Resell, sublicense, or expose our services to third parties except as expressly permitted in a SOW
• Operate the services from, or for the benefit of, parties or jurisdictions subject to EU, UN, or US sanctions

We may suspend or terminate access immediately, without refund, if we reasonably believe you have breached this section. You will remain responsible for fees accrued up to the date of termination.

These limitations apply regardless of the theory of liability and even if we have been advised of the possibility of such damages, and even if a limited remedy fails of its essential purpose. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under Danish or EU law (including liability for personal injury caused by negligence, fraud, or wilful misconduct).

Neither party will be liable for delays or failures in performance caused by circumstances beyond reasonable control, including:

• Natural disasters, pandemics, or government actions
• Internet or infrastructure failures
• Third-party service provider outages
• Labor disputes or supply chain disruptions

The affected party must promptly notify the other and use reasonable efforts to minimize the impact.

• Governing Law: These Terms are governed by Danish law
• Jurisdiction: Disputes will be resolved in Danish courts
• Arbitration: Commercial disputes may be subject to arbitration as agreed
• Language: All proceedings will be conducted in English
• EU Law: GDPR and applicable EU regulations take precedence for data protection

Unless you opt out in writing, we may identify you as a client and use your name and logo in our marketing materials, website, case studies, and pitch decks, in a manner consistent with your trademark guidelines. We will not disclose confidential information without your written consent.

You may revoke this permission at any time by written notice; revocation applies prospectively only.

The following sections survive termination or expiration of these Terms for as long as is necessary to give them effect: Intellectual Property Rights, Payment Terms (for amounts owed), Confidentiality, Warranties and Disclaimers, Acceptable Use, Limitation of Liability, Indemnification, Governing Law and Disputes, and these General Provisions.

• Entire Agreement: These Terms and any SOW constitute the complete agreement and supersede prior negotiations and representations
• Amendments: Changes must be in writing and signed by both parties; we may update these Terms for the website and informational services by posting an updated version with a revised "Last updated" date
• Assignment: You may not assign these Terms without our written consent; we may assign to an affiliate or successor in connection with a merger, acquisition, or sale of substantially all assets
• Severability: Invalid provisions are reformed to the minimum extent necessary and do not affect the rest of the agreement
• Waiver: Failure to enforce a provision doesn't waive future enforcement; waivers must be in writing to be effective
• Notices: Written notices to the addresses in the SOW or, for website users, via the contact form on our website
• No Third-Party Beneficiaries: These Terms do not create rights for any party other than you and us
• Independent Contractors: Nothing creates an agency, partnership, joint venture, or employment relationship