Partner terms of service

1. Scope and order of precedence

These partner terms (“Partner Terms”) apply to services Entatan LLC (“Entatan”) provides to a company (“Partner”, “you”) under a statement of work, order form, or proposal that references them (each an “SOW”). Together they form the agreement between us.

If documents conflict, the order is: a signed master services agreement, then the SOW, then these Partner Terms, then the Data Processing Addendum, then the Acceptable Use Policy. A later-dated SOW controls over an earlier one for the work it describes.

These Partner Terms do not apply to visitors of our website or to users of Vinyatan products. Those are covered by our general Terms of Service.

2. How engagements run

We sell work in three shapes: fixed-scope sprints, monthly retainers, and venture structures. Each SOW states the shape, the scope, the team, the timeline, and the fee. Anything not in the SOW is out of scope until we both agree to add it in writing, which can be a message in the client portal.

Sprints run on a fixed calendar with a kickoff, working demos, and a ship date. Retainers reserve capacity each month; unused capacity does not roll over unless the SOW says it does. Change requests that affect timeline or fee are priced before we start them.

We use AI tools throughout our work: coding agents, model APIs, generative creative tooling, and internal automation. The section on AI tooling explains how that affects your data.

3. Partner responsibilities

Timely work needs timely input. You agree to:

• Name a decision-maker who can approve scope, designs, and releases within the review windows in the SOW.
• Provide access (repositories, ad accounts, analytics, hosting, brand assets) at or before kickoff.
• Ensure you have the rights to any content, data, or software you give us.
• Review deliverables within five business days; silence after that window counts as acceptance unless the SOW says otherwise.
• Keep your own backups of production systems we work on, unless hosting is part of our scope.
• Delays caused by missing access or approvals extend the timeline day for day and may incur fees where our team is idle.

4. Fees, invoicing, and expenses

Fees are stated in the SOW in US dollars. Sprints are invoiced 50% at kickoff and 50% at ship unless the SOW says otherwise. Retainers are invoiced monthly in advance. Invoices are due within 15 days. Overdue amounts accrue interest at the lower of 1.5% per month or the legal maximum, and we may pause work while an invoice is more than 15 days late.

Third-party costs such as ad spend, hosting, model usage, domains, and paid software are passed through at cost or paid directly by you. We will not commit ad spend or other pass-through costs without your written approval.

Fees exclude taxes. You are responsible for sales, use, VAT, and similar taxes other than taxes on our income.

5. Deliverables and intellectual property

On full payment, you own the deliverables identified in the SOW: application code written for you, brand assets, creative, and content. Until payment, we grant you a licence to use them for evaluation only.

We retain ownership of pre-existing materials, reusable components, internal tooling, playbooks, agent templates, prompts, and know-how (“Entatan Materials”). Where deliverables include Entatan Materials, you receive a perpetual, non-exclusive, royalty-free licence to use them as part of the deliverables. Open-source components stay under their own licences.

We may describe the engagement in general, anonymized terms (industry, service line, outcome) for our portfolio. We will not use your name, logo, or confidential metrics publicly without your written consent.

6. AI tooling and your data

We use third-party AI models and coding agents under commercial terms that prohibit the provider from training on our inputs. We do not train models on your data. Your code, content, and customer data are used only to deliver the engagement.

AI-generated outputs are reviewed by our team before delivery, but no review is perfect. You remain responsible for validating outputs in your context, including legal, regulatory, and brand review, before publishing or deploying them.

Where a deliverable includes an AI agent that acts in your systems, the SOW sets its permissions, approval gates, and logging. You are responsible for how the agent is used after handover unless a retainer covers its operation.

7. Confidentiality

Each party will protect the other's confidential information with at least reasonable care, use it only for the engagement, and share it only with people who need it and are bound by similar obligations. This does not cover information that is public, independently developed, or lawfully received from someone else.

Either party may disclose what the law requires after giving notice where permitted. These obligations last three years after the engagement ends, and indefinitely for trade secrets.

8. Data protection and security

Where we process personal data on your behalf, our Data Processing Addendum applies and forms part of these Partner Terms. Our security practices are described on the security page. You are responsible for the lawful collection of any personal data you give us and for the privacy notices shown to your users.

9. Warranties, liability, and indemnity

We warrant that services will be performed in a professional manner consistent with industry standards and that, to our knowledge, deliverables will not infringe third-party intellectual property. Your sole remedy for a breach of this warranty is re-performance or, if that fails, a refund of the fees paid for the defective work. All other warranties are disclaimed.

Neither party is liable for indirect, consequential, or punitive damages, or for lost profits or data. Each party's total liability under the agreement is limited to the fees paid or payable under the relevant SOW in the twelve months before the claim, except for breaches of confidentiality, the infringement indemnity, or a party's gross negligence or wilful misconduct.

We will defend you against third-party claims that a deliverable infringes their intellectual property. You will defend us against claims arising from content, data, or instructions you provided, or from your use of deliverables in breach of the agreement.

10. Term, termination, and general

The agreement lasts until all SOWs are complete or terminated. Either party may terminate an SOW for material breach that is not cured within 15 days of notice. Retainers may be cancelled with 30 days' notice. On termination you pay for work performed through the termination date, and we hand over work in progress on payment.

These Partner Terms are governed by Utah law, and disputes go to Utah courts as set out in our general Terms of Service. Neither party may assign the agreement without consent, except to a successor in a merger or acquisition. Notices go to the contacts named in the SOW or through the client portal.

We may update these Partner Terms for new SOWs. Existing SOWs keep the version in force when they were signed.