Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Deep Learning Cafe (Pty) Ltd, a company duly incorporated in accordance with the laws of the Republic of South Africa ("Deep Learning Cafe," "we," "us," or "our").

By accessing our website, engaging our services, or entering into a service agreement with us, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy.

If you do not agree with these Terms, you must not access our website or use our services.

2.1 Service Offerings

Deep Learning Cafe provides custom AI solutions, including but not limited to:

• AI development and implementation services
• Document automation solutions
• Integration and API development
• E-signature implementation

2.2 Service Agreements

Specific terms governing the delivery of services will be set forth in a separate written service agreement ("Service Agreement") executed between Deep Learning Cafe and the Client. In the event of any conflict between these Terms and a Service Agreement, the Service Agreement shall prevail.

2.3 Service Modifications

We reserve the right to modify, suspend, or discontinue any aspect of our services at any time. We will provide reasonable notice of material changes that affect existing service commitments.

The Client agrees to:

• Provide accurate and complete information necessary for service delivery
• Cooperate with Deep Learning Cafe in good faith to facilitate project implementation
• Designate authorized representatives with decision-making authority
• Provide timely feedback and approvals as required
• Ensure compliance with all applicable laws and regulations
• Maintain the confidentiality of any access credentials or proprietary information
• Not use our services for any unlawful or unauthorized purpose

4.1 Service Fees

Fees for our services will be specified in the applicable Service Agreement. Deep Learning Cafe offers various pricing models including:

• Fixed-price engagements
• Time and materials
• Hybrid pricing models

4.2 Payment Terms

Unless otherwise specified in a Service Agreement:

• Invoices are payable within 30 days of invoice date
• Late payments will incur interest at the prescribed rate under the Prescribed Rate of Interest Act, 1975
• Deep Learning Cafe reserves the right to suspend services for non-payment

4.3 Taxes

All fees are exclusive of Value-Added Tax (VAT) and any other applicable taxes, which will be charged in addition to the stated fees in accordance with South African tax legislation.

5.1 Deep Learning Cafe Intellectual Property

All intellectual property rights in our methodologies, frameworks, pre-existing tools, templates, and proprietary technologies remain the exclusive property of Deep Learning Cafe.

5.2 Custom Deliverables

Ownership of custom-developed solutions and deliverables will be addressed in the Service Agreement. Typically:

• Client owns custom code and configurations developed specifically for their implementation
• Deep Learning Cafe retains ownership of underlying frameworks, libraries, and reusable components
• Deep Learning Cafe retains the right to use generalized knowledge and experience gained

5.3 Client Data

The Client retains all ownership rights to their data. Deep Learning Cafe will not claim any ownership interest in Client data processed through our solutions.

6.1 Confidential Information

Both parties acknowledge that during the course of our engagement, they may receive confidential information. Confidential information includes technical, commercial, financial, and other proprietary information disclosed by one party to the other.

6.2 Obligations

Each party agrees to:

• Maintain the confidentiality of the other party's confidential information
• Use confidential information only for the purposes of the engagement
• Limit disclosure to employees and contractors with a legitimate need to know
• Protect confidential information using the same degree of care used for its own confidential information

6.3 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no breach of this agreement
• Was rightfully known prior to disclosure
• Is independently developed without use of confidential information
• Must be disclosed pursuant to applicable law or court order

7.1 Service Warranties

Deep Learning Cafe warrants that:

• Services will be performed in a professional and workmanlike manner
• Services will be delivered by qualified personnel with appropriate expertise
• Deliverables will substantially conform to specifications set forth in the Service Agreement

7.2 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN A SERVICE AGREEMENT, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY SOUTH AFRICAN LAW, DEEP LEARNING CAFE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7.3 No Guarantee of Results

While Deep Learning Cafe will use commercially reasonable efforts to deliver quality solutions, we do not guarantee specific business outcomes, ROI, or performance metrics unless explicitly stated in a Service Agreement with measurable success criteria.

8.1 Limitation

TO THE MAXIMUM EXTENT PERMITTED BY SOUTH AFRICAN LAW, IN NO EVENT SHALL DEEP LEARNING CAFE'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR ANY SERVICE AGREEMENT EXCEED THE FEES PAID BY THE CLIENT TO DEEP LEARNING CAFE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

8.2 Exclusion of Consequential Damages

IN NO EVENT SHALL DEEP LEARNING CAFE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITIES, OR BUSINESS INTERRUPTION, EVEN IF DEEP LEARNING CAFE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.3 Exceptions

The limitations set forth in this Section 8 shall not apply to:

• Liability for death or personal injury caused by negligence
• Liability for fraud or fraudulent misrepresentation
• Any other liability that cannot be excluded or limited under South African law

The Client agrees to indemnify, defend, and hold harmless Deep Learning Cafe, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses arising out of or related to:

• The Client's breach of these Terms or any Service Agreement
• The Client's violation of any law or regulation
• The Client's infringement of any third-party rights
• The Client's misuse of Deep Learning Cafe services
• Claims arising from Client data or content provided to Deep Learning Cafe

10.1 Term

These Terms remain in effect for as long as you access our website or use our services. Specific engagement terms will be set forth in the applicable Service Agreement.

10.2 Termination for Cause

Either party may terminate a Service Agreement immediately upon written notice if:

• The other party materially breaches the agreement and fails to cure within 30 days
• The other party becomes insolvent or subject to bankruptcy proceedings
• The other party ceases business operations

10.3 Effect of Termination

Upon termination:

• Client shall pay all fees for services rendered through the termination date
• Each party shall return or destroy the other party's confidential information
• Provisions regarding intellectual property, confidentiality, limitation of liability, and indemnification shall survive

Our collection, use, and protection of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

Both parties agree to comply with the Protection of Personal Information Act, 2013 (POPIA) and all other applicable data protection laws.

Where Deep Learning Cafe processes personal information on behalf of the Client, we act as a data operator and the parties will enter into appropriate data processing agreements as required by law.

12.1 Negotiation

In the event of any dispute arising out of or relating to these Terms, the parties shall first attempt to resolve the dispute through good faith negotiations.

12.2 Mediation

If the dispute cannot be resolved through negotiation within 30 days, the parties agree to submit the dispute to mediation in accordance with the rules of the Arbitration Foundation of Southern Africa (AFSA) before pursuing other legal remedies.

12.3 Arbitration

If mediation is unsuccessful, any dispute shall be finally resolved by arbitration in accordance with the rules of AFSA. The arbitration shall be conducted in English in Pretoria, South Africa. The decision of the arbitrator shall be final and binding.

12.4 Court Proceedings

Nothing in this clause shall prevent either party from seeking urgent interim relief from a court of competent jurisdiction.

These Terms shall be governed by and construed in accordance with the laws of the Republic of South Africa, without regard to its conflict of law provisions.

Subject to the dispute resolution provisions in Section 12, the parties submit to the non-exclusive jurisdiction of the High Court of South Africa, Gauteng Division, Pretoria.

14.1 Entire Agreement

These Terms, together with any Service Agreement and Privacy Policy, constitute the entire agreement between the parties and supersede all prior agreements and understandings.

14.2 Amendments

Deep Learning Cafe reserves the right to modify these Terms at any time. We will notify users of material changes by posting the updated Terms on our website. Continued use of our services after such changes constitutes acceptance of the modified Terms.

14.3 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14.4 Waiver

No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision.

14.5 Assignment

The Client may not assign these Terms or any Service Agreement without Deep Learning Cafe's prior written consent. Deep Learning Cafe may assign its rights and obligations to any affiliate or in connection with a merger, acquisition, or sale of assets.

14.6 Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, or strikes.

14.7 Notices

All notices under these Terms shall be in writing and delivered to the addresses specified in the Service Agreement or, for general inquiries, to the contact information provided on our website.

If you have any questions about these Terms of Service, please contact us: