Terms and Conditions

Effective Date: May 22, 2025

Last Updated: June 4, 2025

By engaging Data Ladle (“the Company,” “we,” “us,” or “our”), you (“the Client,” “you,” or “your”) agree to these Terms and Conditions (“Terms”). These Terms form a binding agreement governing your use of our services. Please read them carefully.

1. Definitions

1.1 Client Data: All data, including Protected Health Information (PHI), provided by Client or generated on Client’s behalf in connection with the Services.

1.2 Deliverables: Reports, analytics, plans, diagrams, or other materials created by Data Ladle as part of the Services.

1.3 Installation Services: Project-based physical infrastructure work, such as network cabling (per TIA/EIA standards), equipment rack installation, Wi-Fi system deployment, or mounting of audiovisual equipment (e.g., TVs, displays), as detailed in a Statement of Work (SOW).

1.4 Managed Circuits: Third-party internet circuits (e.g., Comcast, Verizon, Starlink) managed by Data Ladle as specified in a Quote.

1.5 Managed Services: IT and communications management, data management, analytics, and consulting services, including processing of sensitive data like PHI, as outlined in a Quote.

1.6 Quote: A written proposal or agreement specifying the scope, fees, and terms for Services.

1.7 Services: Collectively, Managed Services and Installation Services provided by Data Ladle.

1.8 Statement of Work (SOW): A document detailing the scope, timeline, and deliverables for Installation Services or specific Managed Services projects.

1.9 Change Order: A written amendment to a Quote or SOW, signed by both parties, modifying scope, timeline, or fees.

2. Scope of Services

2.1 Services Provided: Data Ladle provides:

a. Managed Services: Data management, analytics, and consulting, including processing of PHI, per the Quote. Service tiers (e.g., Basic, Premium) are defined in the Quote or attached schedule.

b. Installation Services: Physical infrastructure work, including structured cabling, equipment rack installation per manufacturer specifications, Wi-Fi system deployment, and audiovisual equipment mounting, as detailed in an SOW or Quote.

2.2 Managed Circuits: Where specified in the Quote, Data Ladle will monitor and troubleshoot third-party internet circuits, acting as a liaison with the Internet Service Provider (ISP). Data Ladle will use commercially reasonable efforts to ensure circuit performance but is not responsible for outages, degradation, or failures caused by the ISP. Data Ladle will provide reasonable documentation (e.g., ISP trouble tickets, monitoring logs) upon request to support claims of ISP-related issues.

2.3 Change Orders: Changes to the scope of Services require a Change Order, signed by both parties, and may incur additional fees.

2.4 Exclusions: Services exclude third-party software costs, data storage beyond agreed limits, costs of third-party circuits (unless specified), permits or licenses (per Section 3), and any services not specified in the Quote or SOW.

3. Client Obligations and Site Requirements

3.1 General Obligations: Client shall:

a. Provide accurate, complete information (e.g., site plans, network configurations) and timely decisions or approvals.

b. Designate a knowledgeable representative for consultation during Services.

c. Maintain the security of account credentials and systems not managed by Data Ladle.

3.2 On-Site Requirements (Installation Services and On-Site Managed Services): Client shall:

a. Access: Grant Data Ladle and its authorized subcontractors timely access to premises, facilities, and systems during standard hours (Monday–Friday, 9:00 AM–5:00 PM local time, excluding Company holidays) unless otherwise specified in the SOW. Non-standard hours may incur additional fees.

b. Safe Work Environment: Ensure work sites comply with OSHA standards and are free from hazards (e.g., exposed wiring, asbestos, unsafe structures). Client must disclose known hazards in writing before work begins. Data Ladle may suspend work without penalty if sites are unsafe until remediated.

c. Site Preparation: Clear work areas of obstructions (e.g., furniture, equipment) as specified in the SOW. Delays due to unprepared sites may incur additional fees, with Client notified in writing within 24 hours.

d. Utilities: Provide electricity, lighting, and internet connectivity (if needed for testing) at no cost to Data Ladle.

e. Permits and Consents: Obtain all necessary permits, licenses, or landlord consents for Installation Services unless the SOW specifies Data Ladle’s responsibility. If permits are delayed, Data Ladle may adjust timelines or fees.

f. Property Security: Secure valuable property in work areas. Data Ladle is not liable for loss or damage to items not removed, provided reasonable care is exercised.

3.3 Compliance: Client ensures Client Data complies with HIPAA, CCPA, and other applicable U.S. laws and does not infringe third-party rights. Unless Data Ladle is providing said services

4. Payment Terms

4.1 Fees: Fees are in USD, per the Quote or SOW, exclusive of applicable sales, use, or other taxes, which Client is responsible for unless Data Ladle agrees in the Quote to collect and remit. Fees for Installation Services include labor, materials, and equipment.

4.2 Payment Schedule:

a. Managed Services: Billed monthly or annually in advance, per the Quote.

b. Installation Services: Milestone payments (e.g., 30% upon SOW signing, 50% upon material delivery, 20% upon completion) as specified in the SOW, or within 30 days of invoice receipt.

4.3 Invoice Disputes: Client must notify Data Ladle of invoice disputes in writing within 10 days of receipt, detailing the issue. Undisputed portions must be paid per the schedule.

4.4 Late Payments: Overdue payments accrue interest at 1.5% per month or the maximum legal rate. Client shall reimburse Data Ladle for reasonable collection costs, including attorneys’ fees. Data Ladle may suspend Services for overdue accounts.

4.5 Refunds: Fees are non-refundable unless specified herein or required by law.

5. Warranties

5.1 Managed Services: Data Ladle warrants that Managed Services will be performed professionally, per industry standards and in compliance with HIPAA, CCPA, and other applicable U.S. laws.

5.2 Installation Services:

a. Workmanship: Data Ladle warrants Installation Services to be free from material defects in workmanship for 6 months from substantial completion (documented by project sign-off or acceptance). Client must notify Data Ladle of defects in writing within 30 days of discovery, allowing inspection and remedy. This warranty is void if installed items are modified, misused, or damaged by causes unrelated to Data Ladle’s workmanship.

b. Hardware/Materials: Third-party hardware or materials are covered only by the manufacturer’s warranty, which Data Ladle will pass through to Client and assist in claiming. Data Ladle makes no independent warranty on such items.

5.3 Disclaimer: Except as stated in this Section, Data Ladle provides no warranties, express or implied, including for merchantability or fitness for a particular purpose.

6. Liability

6.1 Limitation of Liability: Data Ladle’s total liability for any claims related to Services or these Terms shall not exceed the fees paid by Client for the specific Service (or project for Installation Services) in the 12 months preceding the claim. Data Ladle is not liable for indirect, incidental, special, consequential, or punitive damages (e.g., lost profits, data, or business interruption), even if advised of such damages, regardless of the theory of liability.

6.2 Installation Services Liability: Data Ladle will exercise reasonable care to avoid property damage during Installation Services. Liability for damage caused by Data Ladle’s negligence is limited to the lesser of repair costs or the cap in Section 6.1. Data Ladle is not liable for damage due to:

a. Client’s failure to meet Section 3 obligations;

b. Pre-existing site conditions or latent defects in structures, provided reasonable care was exercised;

c. Client’s misuse of installed equipment; or

d. Client-provided specifications, if Data Ladle advised against them but Client insisted.

6.3 Service Failures: Data Ladle does not guarantee uninterrupted or error-free Services, particularly for issues caused by third-party platforms, Managed Circuits, or Client infrastructure.

6.4 Force Majeure: Neither party is liable for delays or failures due to acts of God, war, strikes, government orders, or other events beyond their reasonable control (per Section 12.4).

7. Data Privacy and Security

7.1 Compliance: Data Ladle complies with HIPAA, CCPA, and other applicable U.S. data protection laws, implementing reasonable technical and organizational measures to protect Client Data, including PHI. For Installation Services, network or system access will comply with these laws.

7.2 Business Associate Agreement (BAA): For Services involving PHI, a BAA must be executed.

7.3 Data Usage: Client Data is used only to provide Services, per our Privacy Policy. Data Ladle will not share Client Data except with subprocessors under HIPAA-compliant agreements, under a BAA, or as required by law. Data Ladle will notify Client of subprocessors handling PHI.

7.4 Cybersecurity Breaches: In case of a confirmed breach on Data Ladle-controlled systems affecting Client Data or PHI, Data Ladle will:

a. Notify Client within timelines required by law (e.g., 60 days for HIPAA breaches, or sooner per state law/CCPA);

b. Provide details of the breach’s nature, affected data, impact, and mitigation steps; and

c. Cooperate with Client to notify affected individuals. Client must notify Data Ladle within 24 hours of breaches on Client systems affecting Services.

7.5 Client Responsibilities: Client ensures Client Data complies with applicable laws and maintains the security of its networks and systems not managed by Data Ladle.

7.6 Insurance: Data Ladle maintains cyber liability insurance for data breach incidents, with details available upon request.

8. Intellectual Property

8.1 Client Data: Client retains ownership of Client Data, granting Data Ladle a non-exclusive, worldwide, royalty-free license to use, process, and store it solely to provide Services, subject to HIPAA and other laws.

8.2 Deliverables: Custom Deliverables for Installation Services (e.g., site-specific plans) are owned by Client upon full payment. Data Ladle retains ownership of Deliverables for Managed Services and all pre-existing IP, methodologies, and tools, granting Client a non-exclusive, non-transferable license for internal use, compliant with HIPAA. Client may not modify or reuse Deliverables without Data Ladle’s written consent.

8.3 Restrictions: Client may not reproduce, distribute, or create derivative works from Data Ladle-owned Deliverables or IP without written consent.

9. Service Level Agreement (SLA) – Managed Services

9.1 Availability: Data Ladle commits to 99.9% uptime for its data platform (hosted on AWS, Google Cloud, etc.), excluding scheduled maintenance, third-party platform failures, Managed Circuit issues, or force majeure events. Maintenance will be notified 48 hours in advance and not exceed 4 hours monthly unless maintenance is being performed as part of a project.

9.2 Performance Standards:

a. Data processing completed within 24 hours of receiving HIPAA-compliant Client Data.

b. Analytics reports will achieve 98% accuracy, verified by industry-standard methods.

9.3 Support: Available via email or phone, 9:00 AM–5:00 PM EST, Monday–Friday. Data Ladle will:

a. Respond to critical issues (e.g., outages, PHI breaches) within 1 hour.

b. Respond to non-critical issues within 24 hours.

c. For Managed Circuits, escalate unresolved ISP issues to senior support within 48 hours, providing status updates.

d. If required, onsite support within 48 hours.

9.4 Remedies: For SLA failures on Data Ladle-controlled services, Client may request a 10% credit of the affected Managed Service’s monthly fees within 30 days, capped at 100% of monthly fees. This does not apply to Installation Services or Managed Circuits.

9.5 Exclusions: SLA does not apply to failures due to Client Data errors, unauthorized modifications, third-party platform or ISP failures, force majeure, or Client’s non-compliance with these Terms.

10. Indemnification

10.1 Client Indemnification: Client shall indemnify, defend, and hold harmless Data Ladle, its affiliates, officers, and employees from third-party claims, losses, or expenses (including reasonable attorneys’ fees) arising from:

a. Client’s breach of these Terms, Quote, SOW, or BAA, including HIPAA violations;

b. Infringement by Client Data or materials;

c. Client’s negligent or willful misconduct;

d. Failure to comply with Section 3, including unsafe work environments causing injury or damage; or

e. Failure to obtain required permits. Client’s liability is capped at $1,000,000 per incident, except for bodily injury or willful misconduct.

10.2 Data Ladle Indemnification: Data Ladle shall indemnify, defend, and hold harmless Client from third-party claims arising from:

a. Data Ladle’s material breach of these Terms, Quote, SOW, or BAA, including HIPAA violations due to gross negligence or willful misconduct;

b. Infringement by Data Ladle-owned Deliverables (excluding Client modifications or third-party components); or

c. Data Ladle’s gross negligence causing bodily injury or tangible property damage.

10.3 Process: The indemnified party must promptly notify the other, grant sole control of defense/settlement (no settlement admitting liability without consent), and provide reasonable assistance.

10.4 Subcontractors: Data Ladle ensures subcontractors carry adequate insurance and indemnify Client for their negligence to the same extent as Data Ladle.

11. Termination

11.1 For Cause: Either party may terminate these Terms or an SOW upon 30 days’ written notice if the other materially breaches (e.g., HIPAA violations, failure to meet Section 3 obligations) and fails to cure.

11.2 For Convenience: Client may terminate Managed Services with 60 days’ notice; Installation Services termination is per the SOW.

11.3 Insolvency: Either party may terminate immediately if the other becomes insolvent, files for bankruptcy, or ceases operations.

11.4 Effect of Termination: Fees due up to termination (including non-cancellable materials for Installation Services) are payable immediately. Data Ladle will return or delete Client Data, including PHI, within 30 days per Client’s instructions and HIPAA, providing a certificate of deletion upon request.

11.5 Early Termination Fees: For fixed-term Managed Services or Installation Services, early termination incurs fees equal to actual costs incurred (e.g., materials, labor) plus a 20% administrative fee.

12. General Provisions

12.1 Governing Law and Venue: These Terms are governed by New Jersey law, excluding conflict of law rules. Disputes shall be resolved in state or federal courts in Atlantic County, New Jersey.

12.2 Dispute Resolution: Parties will attempt good-faith negotiation for 30 days. Unresolved disputes will be submitted to binding arbitration under American Arbitration Association rules, except for injunctive relief claims.

12.3 Insurance: Data Ladle maintains general liability, workers’ compensation, professional liability, and cyber liability insurance. Certificates are available upon request.

12.4 Force Majeure: Neither party is liable for delays due to acts of God, war, strikes, government orders, or other uncontrollable events, provided prompt notification is given.

12.5 Severability: If any provision is unenforceable, the remaining provisions remain in effect.

12.6 Entire Agreement: These Terms, the Quote, SOW, and any BAA constitute the entire agreement, superseding all prior oral or written agreements.

12.7 Amendments: Changes to these Terms require written agreement by both parties.

12.8 Assignment: Neither party may assign these Terms without the other’s written consent, except in connection with a merger or sale of substantially all assets.

12.9 Notices: Notices must be in writing, sent to the addresses in the Quote or SOW, and are deemed received when delivered (if by hand), 3 days after mailing (if by certified mail), or upon confirmation (if by email).