Terms of Service

1 Who these terms form a contract with

The party supplying services under these terms is NLP Investments LLC, a limited liability company registered and operating in the United States, with its principal place of business at 653 W Abbey Way, Layton - 84041-3856, and referred to in these terms as the practice, the shop, we, us or the company. The party requesting services is the client, referred to as you or your.

The practice may present its public face under the name NLPInvest for the convenience of readers, but the legal supplier under the contract is always the company of the address above. A contract reference to NLPInvest binds the same legal entity as a reference to the full company name.

2 Acceptance of these terms

When you request a proposal, place an order, sign a statement of work or otherwise instruct the practice to begin a project, you accept these terms as the frame of the contract. If you are ordering on behalf of an organisation you confirm that you hold authority to bind that organisation, and that organisation is then the client wherever these terms assign a duty to you.

If a clause of these terms is unenforceable in your jurisdiction, that clause is limited or removed while the remainder stays in force. No acceptance is conditional unless it says so in writing, and no course of dealing between the sides will alter these terms without a written amendment agreed by both.

3 Description of services

The practice offers applied language research and text analytics. Its ordinary service lines are applied natural language model development, text annotation pipelines, corpus design and curation, model evaluation frameworks, domain adaptation studies and longer research partnership programmes. Each line is described on the services page of this website and again in the proposal sent for a specific job.

The list is a frame rather than a fence. Where a client brings a problem that does not fit one named line, the practice may agree a bespoke scope provided the proposal names the work clearly enough that both sides can recognise when it is finished. Any element not written in the proposal is not included, however plausible it may seem after the fact.

4 Proposals and scoped agreements

For most work the practice responds to a request with a written scoped agreement that names the tasks, the delivery steps, the measures of a finished result, the fee and the timetable. This scoped agreement, together with these terms, is the contract. Figures quoted before the scoped agreement are an estimate only and do not bind the final fee unless the scoped agreement repeats them as fixed.

Work described by words such as approximate, indicative or an estimate is understood on that basis and the final invoice may sit at a reasonable variance from the earlier figure. Work described by words such as fixed fee or capped is honoured at the figure stated so long as the client does not enlarge the scope.

5 Beginning of engagement

An engagement begins when the practice confirms that it will start on a given task and the client provides the agreed starting material, or when the client signs the scoped agreement, whichever comes later. Nothing binds the practice to begin work on the strength of a general enquiry or of material that has not yet been scoped into an agreed task.

Research is delivered only against a committed client. Because the practice books a limited number of intakes each quarter to protect quality, a reserved slot that is then delayed by the client may move to a later slot unless the scoped agreement protects the original date.

6 Client duties and responsibilities

For work to run with the promised quality and timing, the client agrees to supply the material described in the scoped agreement on the agreed date, to answer questions about the field within a reasonable time, to give the practice a lawful right to process the supplied material and to confirm the scope of any term that carries more than one meaning in the industry.

When a client delays the supply of material or the answers needed to proceed, the shop may put the project on hold and may adjust the completion date by the length of the delay. A delay clearly caused by the practice is never charged to the client as waiting time.

7 Duties of the practice

The practice agrees to deliver the work described in the scoped agreement with the care of a professional research house, to safeguard material that the client marks confidential, to report honestly and to answer reasonable questions about method and progress. Practices are not given and no outcome is guaranteed unless the scoped agreement promises a measurable result in so many words.

Research often produces a best effort outcome framed by the quality of the material and the state of the field. The shop promises a competent method and an honest account of results; it does not promise that a model will beat every alternative or that an experiment will reveal an effect where none exists in the data.

8 Fees, quotes and payment

Fees are stated in the scoped agreement in the currency agreed there. Unless written otherwise, fees are payable within thirty days of the date shown on the invoice rather than thirty days from the receipt of the invoice. Fixed fee work is quoted for the agreed scope; time based work is quoted at an agreed rate and billed against records of hours that the client may inspect on request.

Expenses that the scoped agreement foresees, such as a fee charged by a data provider, are collected at cost with a receipt shown on the invoice. Where a change to the scope is requested mid project, the practice provides a written revised fee before doing the extra work, and no enlarged work begins before the client accepts that revision.

9 Invoicing and late payment

Invoices are raised at the milestones named in the scoped agreement. Unless the agreement states otherwise, a proportion of the fee may be invoiced at the start of the project to reserve the intake slot, with the balance against agreed milestones. Payment is due on the dates shown and is made without deduction unless a written credit note stands against it.

If an amount is overdue, the practice may pause work on open projects under these terms until the overdue sum is paid and may draw the attention of its collection process to the debt. A late payment may carry the interest allowed by law in the jurisdiction that governs the contract, entered onto the invoice record rather than emerging without notice.

10 Intellectual property

Material that the client brings to a project stays the property of the client or of the third party who licences it to the client. Methods, tooling, evaluation scripts and general knowledge already held by the practice before the project stay the property of the practice. New code, labels, corpora and reports produced for and paid for by the client pass to the client under the scoped agreement, unless that agreement reserves an item in writing.

The practice reserves the right to reuse the general methods and reusable fragments it developed across projects, without reusing the confidential data of any single client. Nothing in this clause transfers the registered marks or wordmarks of either side, and the name NLPInvest may be used by the practice in describing its own work history with the permission that a client naturally gives when it commissions work.

11 Confidentiality

Each side agrees to keep confidential the non public information it receives from the other under a project. Confidential information includes personal data from supplied corpora, financial terms, unpublished method notes and any material reasonably marked or understood as confidential even when no mark appears. The receiving side uses that information only for the project and shares it only with those who need it for the project and who are bound by the same duty.

Confidentiality does not apply to information that enters the public domain through no fault of the receiver, that the receiver lawfully knew before receipt or that the law or a court requires to be released. This clause survives the end of the project by a reasonable and continuing measure, since research confidentiality is not a timer that stops overnight.

12 Data and privacy during a project

The practice handles personal data that sits inside supplied material under the privacy policy that governs this website and under this clause. The client supplies material only where it holds the rights and consents needed for the research use described, and the client indemnifies the practice for a harm that flows from a breach of that duty rather than from the practice method.

Where the processing of personal data crosses a transfer boundary, the practice works under the safeguards named in its privacy policy and limits access, retention and sharing to what the scope requires. A client may ask for a processing record and the practice will answer within a reasonable time.

13 Warranties given by both sides

The practice warrants that it will perform the work with reasonable care and skill, that material it produces will be substantially in line with the scoped agreement and that its work does not knowingly breach the rights of a third party. The client warrants that it holds the rights to the material it supplies, that the material is lawful to process in the described way and that its specifications do not knowingly instruct an unlawful result.

These warranties replace any implied promise that a sales conversation might seem to carry, and no remote marketing claim about a method becomes a warranty unless the scoped agreement repeats it as a contractual promise.

14 Limitation of liability

No party limits its liability for loss the law will not allow it to limit, such as liability for fraud. Within that boundary, neither side is liable for lost profits, lost revenue, lost savings, loss of data or any indirect consequence that arises from the project or its results.

Except for an amount that a court determines reflects a deliberate breach of confidentiality or an infringement of the rights of a third party, the total liability of the practice for any claim connected to a project is limited to the fees actually paid by the client for the particular project that gave rise to the claim. This cap is agreed because it lets research work proceed at a price that reflects the scope rather than the distant consequences of the results.

15 Indemnity by the client

The client agrees to hold harmless the practice, its officers and its contractors against loss that arises from material the client supplied without lawful right, from a specification the client set that instructs an unlawful act or from a use the client makes of the results that falls outside the scope the results were designed to support.

Indemnity applies only to claims that reasonably flow from the client doing described harm and not to a harm caused by a defect in the method the practice chose against the instruction. The practice notifies the client promptly of a claim it expects the client to bear and gives the client a reasonable chance to direct the defence.

16 Termination of a project

Either side may end a project at any time by written notice, with the client paying for work completed to the date of the notice and the practice returning or destroying the material that belongs to the client, in the form the scoped agreement asks. Ending a project does not end clauses that by their nature must outlive it, such as confidentiality and limitation.

A side may end a project on written notice if the other materially breaks a term and does not repair the break within a stated reasonable period. Fixed fee work interrupted before the first milestone is invoiced only for the portion of work actually done, measured against the whole.

17 Force of events outside control

Neither side is responsible for a failure or delay caused by an event beyond its reasonable control, such as a natural disaster, an interruption to power or networks, a public health event or the act of a third party supplier. When such an event hits, the affected side notifies the other as soon as practical and both reschedule the affected work in good faith once the event clears.

If an event beyond control continues for more than sixty days, either side may end the affected project by written notice with payment limited to work already done and received.

18 Governing law

Except where the mandatory law of a client home jurisdiction overrides the choice, these terms and the projects they govern are ruled by the law of the State of Utah in the United States of America, the state in which the registered address of the practice sits. Utah law governs formation, performance and remedies without reference to a conflict of law rule that would send the matter elsewhere.

A client who commissions a research project from outside the United States retains the rights that its own mandatory consumer or data law protects, and nothing in this clause removes an entitlement the law will not allow a contract to remove.

19 Disputes and jurisdiction

The parties first try to settle a dispute through honest conversation within thirty days of written notice. If no settlement is reached, and subject to the mandatory jurisdiction of any authority that the law will not let the contract displace, the courts of the State of Utah have jurisdiction over the matter and the client agrees to that venue for a dispute the contract governs.

A claim must be brought within the period the law sets and a party raising a claim keeps paying the sums it owes that are not themselves in dispute, because a disagreement about one invoice is no reason to stop the flow of others.

20 Whole agreement and assignment

These terms and the scoped agreement form the whole contract between the sides and replace earlier proposals and promises except those the scoped agreement records. A change to these terms is effective only when agreed in writing by both and signed or exchanged through an email that names the clause being changed.

Neither side transfers its role under the contract to another party without the prior written consent of the other, except that the practice may subcontract an annotation step to a vetted contractor bound by requirements at least as strict as these terms, with the practice remaining responsible for that subcontractor work as its own.

21 Changes to services and to these terms

The practice may revise the general terms published on this page from time to time, and a revised set applies to work ordered after the revision is announced on this page. Work that is already under a scoped agreement continues under the terms in force when that agreement was made unless both sides agree otherwise in writing.

Service lines and descriptions on the website may be updated freely, and an update to a service line does not rewrite the obligations already agreed for a running project. For an open project the scoped agreement is the single source for that job.

22 Contacting the shop about these terms

Questions these terms leave open should go to respond@nlpinvest.lol or to the phone line at +12248576374, or in writing to NLP Investments LLC, 653 W Abbey Way, Layton - 84041-3856, United States (US). The practice answers a term question before the affected project begins, since a question caught after the work is underway costs more to answer well.

Notice under a contract is effective when it is sent to the address either side last gave for notice and is received rather than merely dispatched. Where a reply is required, work continues reasonably while the reply is awaited.

These terms are maintained by NLP Investments LLC, 653 W Abbey Way, Layton - 84041-3856, United States (US). © NLP Investments LLC.