Terms of Service

1. Services

Data 1UP provides professional data consultancy services including, but not limited to, data strategy advisory, talent consulting, AI activation, data governance, compliance audits, and data platform assessments ("Services").

The specific scope, deliverables, timeline, and fees for each engagement are defined in a separate Statement of Work ("SOW") or engagement letter agreed upon by both parties prior to commencement of work.

Data 1UP reserves the right to decline or discontinue any engagement at its discretion, provided reasonable notice is given and any pre-paid fees for undelivered work are refunded.

2. Engagement Terms

All engagements are governed by the specific SOW in addition to these general terms. In the event of a conflict, the SOW takes precedence.

The client agrees to:

• Provide timely access to relevant data, systems, and personnel as reasonably required.
• Designate a primary point of contact for the duration of the engagement.
• Provide feedback on deliverables within the timeframes specified in the SOW.
• Not engage Data 1UP personnel in direct employment discussions without prior written consent.

Delays caused by the client's failure to provide required access or feedback may result in revised timelines and may be subject to additional fees.

3. Payment

Fees are invoiced as specified in the SOW — either upfront, milestone-based, or monthly for retainer arrangements. All invoices are due within 14 calendar daysof issuance unless otherwise agreed in writing.

Late payments are subject to a 1.5% monthly interest charge on the outstanding balance. Data 1UP reserves the right to pause all work until outstanding invoices are settled.

All fees are quoted in USD unless otherwise stated. Clients outside the United States are responsible for any applicable local taxes, withholding taxes, or VAT.

Refunds are not provided for work already delivered. For retainer arrangements, cancellation requires 30 days' written notice and fees are due through the end of the notice period.

4. Intellectual Property

Upon receipt of full payment, all custom deliverables created specifically for the client under a SOW are assigned to the client as "work for hire."

Data 1UP retains ownership of:

• All pre-existing intellectual property, tools, frameworks, and methodologies.
• Generic templates, approaches, and processes that are not specific to the client.
• Any learnings or improvements to Data 1UP's general knowledge and practice.

The client grants Data 1UP a limited, non-exclusive licence to use their data and materials solely for the purpose of delivering the Services.

5. Confidentiality

Both parties agree to maintain strict confidentiality with respect to any proprietary or sensitive information shared during an engagement ("Confidential Information").

Confidential Information includes, but is not limited to: business strategies, financial data, technical architectures, personnel details, customer data, and any information marked as confidential.

Data 1UP will not disclose client Confidential Information to third parties without prior written consent, except as required by law. This obligation survives termination of the engagement.

Data 1UP will not reference clients in any marketing materials, case studies, or public communications without explicit written permission.

Where a separate NDA has been signed, its terms apply in addition to this section. In the event of a conflict, the more restrictive terms govern.

6. Limitation of Liability

Data 1UP provides advisory and consultancy services. While every effort is made to deliver accurate and high-quality work, the Services are provided "as is" and without warranty of any kind, express or implied.

Data 1UP's total liability to the client for any claim arising out of or related to an engagement shall not exceed the total fees paid by the client for the specific engagement from which the claim arises.

Data 1UP shall not be liable for any indirect, incidental, consequential, or punitive damages, including loss of profits or data, even if advised of the possibility of such damages.

The client is solely responsible for decisions made based on Data 1UP's advice or deliverables. Data 1UP does not guarantee specific business outcomes.

7. Termination

Either party may terminate an engagement by providing written notice as specified in the SOW (typically 14–30 days for project engagements, 30 days for retainers).

Upon termination:

• The client shall pay for all work completed up to the termination date.
• Data 1UP will deliver all completed deliverables within 5 business days.
• Both parties will return or destroy Confidential Information upon request.

Data 1UP may terminate immediately and without notice if the client engages in illegal activity, fails to pay after reasonable notice, or materially breaches these terms.

8. Governing Law

These terms and any disputes arising from them shall be governed by and construed in accordance with applicable law. The specific jurisdiction will be specified in the relevant SOW.

Any dispute that cannot be resolved amicably will be referred to binding arbitration before resorting to litigation, unless injunctive relief is sought to protect intellectual property or confidential information.

9. Contact

If you have any questions about these Terms of Service or wish to discuss a specific engagement, please contact us:

Email: hello@data1up.com

These terms may be updated periodically. Continued engagement with Data 1UP following any changes constitutes acceptance of the revised terms.