Data Science & Machine Learning Services Agreement
1. Scope of Services
1.1 Services
The Consultant shall provide the data science and machine learning services described in the statement of work attached as Schedule A (the "Services"). Schedule A shall set out, at a minimum, the deliverables, timelines, acceptance criteria, and any agreed milestones.
1.2 Changes
Any change to the scope, timelines, or fees shall be agreed in writing (including by email) between the Parties before the Consultant is obliged to perform the changed work. The Consultant may decline changes that materially expand scope without a corresponding adjustment to fees and timelines.
1.3 Manner of Performance
The Consultant shall determine the methods, tools, and working hours used to deliver the Services, subject to meeting the agreed deliverables and any reasonable Client policies notified to the Consultant in advance.
2. Term and Termination
2.1 Term
The Agreement begins on the date first written above and continues until the Services are completed or until terminated in accordance with this clause.
2.2 Termination for Convenience
Either Party may terminate the Agreement by giving the other Party not less than fifteen (15) days' prior written notice.
2.3 Termination for Cause
Either Party may terminate the Agreement with immediate effect by written notice if the other Party commits a material breach and fails to cure such breach within ten (10) days of receiving written notice, or becomes insolvent or unable to pay its debts as they fall due.
2.4 Consequences of Termination
On termination, the Client shall pay the Consultant all fees accrued up to the date of termination, including for work in progress. Clauses that by their nature should survive termination — including Confidentiality, Intellectual Property, Limitation of Liability, and Governing Law — shall survive.
3. Fees and Payment
3.1 Fees
The Client shall pay the fees set out in Schedule A. Fees may be structured as a fixed project fee, hourly/daily rate, monthly retainer, or milestone-based, as specified in Schedule A.
3.2 Invoicing
The Consultant shall invoice the Client monthly or on completion of each milestone, as agreed. Each invoice shall be payable within fifteen (15) days of the invoice date.
3.3 Taxes
All fees are exclusive of applicable taxes (including GST, where applicable), which shall be borne by the Client. The Consultant shall be responsible for his own income tax and personal statutory obligations.
3.4 Expenses
The Client shall reimburse the Consultant for reasonable out-of-pocket expenses (including pre-approved travel, software licences, and third-party tools) incurred in connection with the Services, subject to prior written approval and submission of receipts.
3.5 Late Payment
Undisputed amounts not paid by the due date shall bear interest at 1.5% per month or the maximum rate permitted by law, whichever is lower. The Consultant may suspend the Services if any undisputed invoice remains unpaid for more than fifteen (15) days after its due date.
4. Infrastructure, Cloud Resources, and Data Handling
4.1 Client-Provided Infrastructure
The Client shall provision and maintain all cloud computing, storage, networking, and software infrastructure ("Infrastructure") required for the performance of the Services, and shall bear all associated costs, including compute, storage, data transfer, licensing, and third-party platform fees. The Consultant shall not be required to procure, fund, or maintain Infrastructure on the Client's behalf.
4.2 Access
The Client shall grant the Consultant appropriately scoped access to the Infrastructure (for example, a dedicated user role, service account, or sandboxed environment) sufficient to perform the Services. The Client remains responsible for the administration, security configuration, and availability of its Infrastructure.
4.3 Consultant-Provisioned Resources
Where the Client does not maintain suitable Infrastructure, any cloud or third-party resources procured by the Consultant for the Client's benefit shall be (a) approved by the Client in writing in advance, and (b) reimbursed by the Client at cost plus an agreed handling charge. The Consultant shall not be obliged to incur such costs absent prior written approval.
4.4 Data Residency
All Client data shall reside within the Client's own systems or the Client-Provided Infrastructure. The Consultant shall not copy, export, or store Client data on personal or unauthorised systems except as strictly necessary to perform the Services and as expressly permitted by the Client in writing.
4.5 Security
The Consultant shall apply reasonable security measures to any access credentials, including using strong authentication and not sharing credentials with third parties. The Consultant shall promptly notify the Client of any suspected security incident affecting Client data of which he becomes aware.
4.6 Return or Deletion of Data
On completion or termination of the Services, the Consultant shall, at the Client's written request, return or delete any Client data in the Consultant's possession or control, save for copies that must be retained to comply with applicable law.
4.7 Infrastructure Limitation
The Consultant shall not be liable for any costs, losses, outages, or data loss arising from the Client's Infrastructure, its configuration, or the acts of third-party platform providers.
5. Intellectual Property
5.1 Background IP
Each Party retains ownership of all intellectual property, code, tools, models, frameworks, methodologies, and know-how that it owned or developed independently of, and prior to, the Agreement ("Background IP"). Nothing in the Agreement transfers ownership of Background IP.
5.2 Consultant Tools
The Consultant may, in the course of providing the Services, use his own pre-existing or independently developed scripts, utilities, libraries, model templates, and general know-how ("Consultant Tools"). The Consultant Tools shall remain the Consultant's Background IP.
5.3 Deliverables
Subject to full payment of all fees due, the Consultant assigns to the Client all right, title, and interest in the specific deliverables created by the Consultant for the Client under the Agreement, as identified in Schedule A (the "Deliverables"), excluding any Consultant Tools and any third-party or open-source components incorporated into them.
5.4 Licence to Consultant Tools
To the extent any Consultant Tools are embedded in the Deliverables, the Consultant grants the Client a non-exclusive, perpetual, royalty-free, worldwide licence to use such Consultant Tools solely as part of, and for the purposes of, the Deliverables.
5.5 Client Data
All data, datasets, business information, and source material provided by the Client ("Client Data") remain the property of the Client. The Consultant may use Client Data solely to perform the Services.
5.6 Residual Know-How
Nothing in the Agreement restricts the Consultant from using the general skills, techniques, experience, and know-how acquired or improved during the engagement, provided this is done without disclosing the Client's Confidential Information or reproducing the Deliverables.
6. Confidentiality
6.1 Definition
"Confidential Information" means any non-public information disclosed by one Party to the other in connection with the Agreement, whether oral or written, that is marked or reasonably understood to be confidential, including business plans, customer data, financial information, source code, models, and trade secrets.
6.2 Obligations
Each Party shall (a) use the other Party's Confidential Information solely to perform its obligations under the Agreement, (b) protect it with the same care it uses for its own confidential information of similar importance, and in no event less than reasonable care, and (c) not disclose it to any third party without the other Party's prior written consent.
6.3 Exclusions
Confidential Information does not include information that (a) is or becomes publicly available through no fault of the receiving Party, (b) was lawfully known to the receiving Party before disclosure, (c) is independently developed without use of the disclosing Party's Confidential Information, or (d) is required to be disclosed by law or a court of competent jurisdiction (with prompt notice to the disclosing Party where lawful).
6.4 Duration
The obligations in this clause shall apply during the term of the Agreement and for a period of three (3) years following its termination, except in respect of trade secrets, which shall be protected for so long as they remain trade secrets under applicable law.
7. Independent Contractor
7.1 Status
The Consultant is engaged as an independent contractor. Nothing in the Agreement creates any employment, partnership, joint venture, or agency relationship between the Parties.
7.2 No Authority
The Consultant has no authority to bind the Client or to incur any obligations on the Client's behalf except as expressly authorised in writing by the Client.
7.3 Own Tax and Statutory Obligations
The Consultant is solely responsible for his own income tax, GST (where applicable), professional registrations, and any other statutory obligations arising from his engagement.
7.4 Right to Other Engagements
The Consultant may provide services to other clients during the term of the Agreement, subject to his obligations of confidentiality and any specific non-conflict terms set out in Schedule A.
8. Warranties and Limitation of Liability
8.1 Consultant Warranties
The Consultant warrants that (a) he has the right and authority to enter into the Agreement, (b) the Services will be performed with reasonable skill and care consistent with prevailing industry standards, and (c) to his knowledge, the Deliverables will not knowingly infringe the intellectual property rights of any third party.
8.2 No Other Warranties
Except as expressly set out in the Agreement, the Consultant makes no warranties, express or implied, including any warranty that machine learning models or analytical outputs will produce any particular result or commercial outcome. The Client acknowledges that data science and machine learning outputs are probabilistic and depend on the quality and representativeness of the Client Data.
8.3 Liability Cap
Subject to clause 8.4, the total aggregate liability of the Consultant under or in connection with the Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees actually paid by the Client to the Consultant under the Agreement in the six (6) months immediately preceding the event giving rise to the claim.
8.4 Excluded Losses
Neither Party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profit, revenue, goodwill, anticipated savings, or business opportunity, however arising. Nothing in the Agreement excludes liability for fraud, wilful misconduct, or any liability that cannot be excluded under applicable law.
9. Indemnification
9.1 By the Client
The Client shall indemnify and hold harmless the Consultant from and against any third-party claims, losses, damages, and reasonable expenses (including legal fees) arising out of (a) the Client Data, (b) the Client's use of the Deliverables beyond the scope of the Agreement, or (c) the Client's breach of the Agreement.
9.2 By the Consultant
Subject to the limitations in clause 8, the Consultant shall indemnify the Client against direct losses arising from a third-party claim that the Deliverables, as delivered and used in accordance with the Agreement, infringe such third party's intellectual property rights, excluding any infringement arising from the Client Data or modifications made by the Client.
10. Non-Solicitation
During the term of the Agreement and for twelve (12) months thereafter, neither Party shall directly solicit for employment any employee or contractor of the other Party with whom it had material contact in connection with the Services, without the other Party's prior written consent. General public advertisements not specifically targeted at such persons shall not constitute a breach.
11. Notices
All notices under the Agreement shall be in writing and sent by email to the addresses specified on the signature page (with a confirmation of delivery requested) or by hand or courier to the registered address. Notices shall be deemed received on the next business day after dispatch.
12. Governing Law and Dispute Resolution
12.1 Governing Law
The Agreement is governed by and shall be construed in accordance with the laws of India.
12.2 Good-Faith Discussion
The Parties shall first attempt to resolve any dispute arising out of or in connection with the Agreement through good-faith discussion between authorised representatives for a period of at least thirty (30) days.
12.3 Arbitration
Any dispute not resolved through discussion shall be finally settled by arbitration under the Arbitration and Conciliation Act, 1996 (India), by a sole arbitrator appointed by mutual agreement of the Parties. The seat and venue of arbitration shall be in India, and the language of the arbitration shall be English.
12.4 Jurisdiction
Subject to the arbitration clause, the courts of competent jurisdiction in India shall have exclusive jurisdiction.
13. General
13.1 Entire Agreement
The Agreement, together with its Schedules, constitutes the entire agreement between the Parties on its subject matter and supersedes all prior discussions, understandings, or agreements.
13.2 Amendment
No amendment to the Agreement is effective unless made in writing and signed by both Parties.
13.3 Severability
If any provision is held to be invalid or unenforceable, the remaining provisions shall continue in full force, and the Parties shall replace the invalid provision with a valid one that most closely reflects their original intent.
13.4 Waiver
A failure or delay in enforcing any right under the Agreement does not constitute a waiver of that right.
13.5 Assignment
Neither Party may assign or transfer its rights or obligations under the Agreement without the other Party's prior written consent, except that either Party may assign the Agreement to a successor in connection with a merger, acquisition, or sale of substantially all of its business.
13.6 Force Majeure
Neither Party shall be liable for any failure or delay in performance caused by events beyond its reasonable control, including natural disasters, acts of government, pandemics, internet or major utility outages, or labour disputes, provided the affected Party promptly notifies the other and takes reasonable steps to mitigate.
13.7 Counterparts
The Agreement may be signed in counterparts and by electronic signature, each of which shall be deemed an original and which together constitute one and the same agreement.
Schedule A — Statement of Work (template)
Every engagement is accompanied by a project-specific Statement of Work covering:
- Project: Brief project name and description.
- Scope of Services: e.g. "Build a customer churn prediction model for the Client's prepaid subscriber base, including data exploration, feature engineering, model training, evaluation, and deployment documentation."
- Deliverables: Cleaned and documented training dataset; trained model artefacts with evaluation report; inference / scoring script and deployment notes; final presentation and handover documentation.
- Timeline & Milestones: Milestone-level dates, deliverables and fee percentages.
- Fees: Fee model (fixed / hourly / retainer / milestone-based) and total fee, exclusive of GST and approved expenses.
- Infrastructure: Cloud environment provided by the Client (AWS / GCP / Azure / Databricks) and access mechanism (IAM role / service account / sandboxed project).
- Acceptance Criteria: Clear definition of "done" — e.g. model achieves agreed performance metric on a held-out test set; deliverables pass a review meeting with the Client's nominated reviewer.
- Non-Conflict: Optional list of any specific competing engagements the Consultant agrees not to take on during the term.