Terms of Service

1. Introduction & Agreement to Terms

Welcome to Modulo. These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Modulo ("Company," "we," "us," or "our"), governing your access to and use of our website at https://modulo.click (the "Site") and all services provided by Modulo (the "Services").

By accessing our Site, 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. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity.

If you do not agree with any part of these Terms, you must not use our Site or Services.

2. Definitions

For the purposes of these Terms:

"Service Agreement" means the scoping proposal, statement of work, or engagement contract executed between Modulo and the Client, describing the scope, deliverables, timeline, and fees for a specific engagement.
"Engagement" means any project, sprint, or ongoing partnership undertaken by Modulo for the Client, as defined in a Service Agreement.
"Deliverables" means all work products, systems, code, documentation, reports, and other materials produced by Modulo for the Client under a Service Agreement.
"AI Systems" means any artificial intelligence models, machine learning pipelines, LLM orchestration layers, RAG systems, AI agents, data pipelines, or related technology delivered as part of an Engagement.
"SaaS Product" means any software-as-a-service application built and hosted by Modulo for the Client.
"Discovery Sprint" means the initial assessment engagement tier, typically lasting 2 weeks, focused on systems auditing, AI opportunity identification, and roadmap creation.
"Build Engagement" means the production development tier, typically lasting 4–12 weeks, covering end-to-end system development and deployment.
"Strategic Partnership" means the ongoing engagement tier providing continuous AI development, advisory services, and dedicated team allocation.
"Confidential Information" means any non-public information disclosed by either party, including business data, technical specifications, proprietary algorithms, trade secrets, and client data.
"Third-Party Services" means any software, APIs, cloud platforms, or services provided by entities other than Modulo that are used in or integrated with the Deliverables.
"Business Days" means Monday through Friday, excluding public holidays in the governing jurisdiction specified in Section 20.

3. Services Overview

Modulo provides AI infrastructure, SaaS product development, and AI consulting services to enterprise clients. Our Services include but are not limited to:

AI Infrastructure: LLM Orchestration Platforms, RAG Knowledge Systems, AI Agent Workflows, and Data Pipeline Infrastructure.

SaaS Products: Intelligent Document Processors, AI Knowledge Assistants, AI Analytics Dashboards, and Workflow Automation Platforms.

AI Consulting: AI Strategy Assessment, System Architecture Design, AI Process Redesign, and Team Enablement Programs.

All Services are scoped, priced, and delivered according to the terms of individual Service Agreements.

4. Engagement Process & Service Agreements

4.1 Discovery Call

All Engagements begin with a discovery call to assess your requirements, technical environment, and business objectives. Discovery calls are provided at no cost and carry no obligation.

4.2 Scoping Proposal

Following the discovery call, we provide a detailed scoping proposal outlining scope, timeline, deliverables, and investment. The scoping proposal, once mutually agreed upon and signed by both parties, constitutes the Service Agreement for the Engagement.

4.3 Service Agreement Terms

Each Service Agreement will specify:

Scope and description of Services
Deliverables and acceptance criteria
Timeline and milestone schedule
Fees and payment schedule
Any engagement-specific terms

In the event of a conflict between these Terms and a Service Agreement, the Service Agreement shall prevail with respect to the specific Engagement it covers.

4.4 Communication

Unless otherwise specified in the Service Agreement, all formal communications regarding an Engagement shall be conducted via email. We will provide regular progress updates at intervals specified in the Service Agreement.

5. Payment Terms

5.1 Fee Structure

Modulo charges fixed fees per service based on complexity (Standard, Custom, or Enterprise). Each service has a defined scope, timeline, and deliverables. We do not bill by the hour.

5.2 Payment Schedule

Unless otherwise specified in the Service Agreement:

Discovery Sprint: Full payment is due upon execution of the Service Agreement, prior to commencement of work.
Build Engagement: 50% of the total fee is due upon execution of the Service Agreement. The remaining 50% is due upon delivery and acceptance of the final Deliverables.
Strategic Partnership: Payment terms are defined in the Service Agreement, typically structured as monthly retainer fees billed in advance.
Add-on Services: Payment terms are specified in the applicable Service Agreement or order form.

5.3 Invoicing & Methods

Invoices are issued electronically via email. Payment is accepted via bank transfer or other methods specified in the invoice. All fees are quoted in USD unless otherwise stated.

5.4 Late Payments

Payments not received within 14 days of the invoice due date may incur a late fee of the lesser of 1.5% per month or the maximum rate permitted by applicable law on the outstanding balance. Modulo reserves the right to suspend work on the Engagement until outstanding payments are settled.

5.5 Taxes

All fees are exclusive of applicable taxes. The Client is responsible for all taxes, duties, and levies imposed by applicable government authorities in connection with the Services, excluding taxes on Modulo's net income.

6. Changes & Cancellations

6.1 Scope Changes

Minor adjustments within the existing scope of a Service Agreement are included at no additional cost. Significant changes to scope, requirements, or deliverables will be handled through a formal change order process. Change orders will include an updated scope description, timeline adjustment (if applicable), and revised pricing. Work on changed scope will not commence until the change order is signed by both parties.

6.2 Client-Initiated Cancellation

The Client may cancel an Engagement by providing written notice to Modulo. Cancellation terms depend on the engagement stage:

Before kickoff: If the Engagement has not commenced, any prepaid fees will be refunded less a 10% administrative fee.
After kickoff: If work has commenced, the Client is responsible for payment of all work completed to date, calculated on a pro-rata basis. Any prepaid fees in excess of work completed will be refunded.

6.3 Modulo-Initiated Cancellation

Modulo may cancel an Engagement if: (a) the Client fails to provide necessary resources, access, or information within 14 days of the agreed timeline; (b) the Client materially breaches these Terms or the Service Agreement; or (c) continued performance becomes commercially impracticable due to circumstances outside Modulo's control.

7. Delivery & Acceptance

7.1 Delivery

Deliverables will be provided according to the timeline specified in the Service Agreement. Modulo will notify the Client upon completion of each milestone or final delivery.

7.2 Acceptance Review

The Client has 14 Business Days from delivery notification to review the Deliverables and either accept them or provide written feedback specifying deficiencies ("Review Period"), unless a different period is specified in the Service Agreement. If the Client does not respond within the Review Period, the Deliverables will be deemed accepted.

7.3 Revisions

If the Client identifies deficiencies during the Review Period, Modulo will address them in accordance with the scope and acceptance criteria defined in the Service Agreement. Minor revisions and bug fixes are included. Requests that constitute new features or out-of-scope work will be handled through the change order process described in Section 6.1.

7.4 Post-Delivery Support

Build Engagements include a 30-day post-launch support period covering bug fixes, minor adjustments, and technical support. After the support period, ongoing support is available through Extended Support add-on packages or a Strategic Partnership.

7.5 Revision Communication Requirements

If the Client requests revisions or changes to the Deliverables but fails to provide the necessary information, specifications, or feedback required to implement such revisions within 72 hours of Modulo's request for clarification or additional details, the Deliverables shall be deemed accepted in their current state. Modulo will make reasonable efforts to contact the Client via the designated communication channels before invoking this provision. This 72-hour period applies to each individual request for information during the revision process.

8. Intellectual Property & Ownership

8.1 Client Ownership of Deliverables

Upon full payment of all fees under a Service Agreement, the Client receives full ownership of all custom Deliverables created specifically for the Client. This transfer of ownership applies to work product created specifically for the Engagement and does not extend to Modulo's pre-existing intellectual property.

8.2 Modulo's Pre-Existing IP

Modulo retains all rights to its pre-existing tools, frameworks, libraries, methodologies, and general knowledge ("Modulo IP"). Where Modulo IP is incorporated into Deliverables, the Client receives a perpetual, non-exclusive, royalty-free license to use such Modulo IP solely as part of the delivered system.

8.3 Third-Party Components

Deliverables may incorporate open-source software and third-party components. Such components remain subject to their respective licenses. Modulo will document all third-party dependencies and their applicable licenses as part of the Deliverables.

8.4 Portfolio & Reference Rights

Modulo reserves the right to reference the Engagement in general terms in marketing materials and portfolio presentations, unless the Client requests confidentiality in writing. Modulo will not disclose the Client's name or specific project details without prior written consent.

9. AI-Specific Terms

9.1 AI Model Ownership

Where the Deliverables include fine-tuned AI models trained on Client data, the Client owns the resulting model weights and configurations upon full payment. Modulo retains the right to use general techniques, methodologies, and architectural patterns developed during the Engagement.

9.2 Training Data

The Client is solely responsible for ensuring that all data provided for AI model training, fine-tuning, or RAG system population is lawfully obtained and that the Client has the right to use such data for the intended purpose. Modulo does not claim any ownership interest in the Client's training data.

9.3 AI Output & Accuracy

AI systems produce outputs based on statistical patterns and are not guaranteed to be error-free, complete, or suitable for every use case. The Client acknowledges that:

AI-generated outputs may contain inaccuracies, biases, or hallucinations.
AI systems require ongoing monitoring, evaluation, and human oversight.
Modulo does not guarantee specific accuracy rates, performance benchmarks, or business outcomes unless explicitly stated in the Service Agreement.

9.4 Third-Party AI Providers

Services may rely on third-party AI model providers (e.g., OpenAI, Anthropic, Google, or other providers). The Client acknowledges that:

Third-party providers may update, modify, deprecate, or discontinue their models or APIs.
Pricing from third-party providers may change and is the Client's responsibility unless otherwise specified.
Modulo is not liable for disruptions, changes in output quality, or service interruptions caused by third-party providers.

9.5 Responsible AI Use

The Client agrees to use AI Systems delivered by Modulo in compliance with all applicable laws and regulations, including those governing data protection, non-discrimination, and sector-specific AI regulations. The Client is responsible for implementing appropriate human oversight, monitoring, and safeguards for production AI systems.

9.6 API Usage & Rate Limits

Where Deliverables include API integrations or endpoints, usage is subject to any rate limits, quotas, or fair use policies specified in the Service Agreement or accompanying documentation.

9.7 Regulatory Compliance

AI Systems delivered by Modulo may be subject to Indonesian regulations on electronic systems and transactions (Government Regulation No. 71 of 2019, as amended), the Personal Data Protection Law (Law No. 27 of 2022), or other jurisdiction-specific AI and technology regulations. Where a Deliverable constitutes or incorporates an AI system subject to regulatory requirements, the Service Agreement will specify the respective obligations of Modulo and the Client regarding technical documentation, transparency requirements, human oversight, and compliance measures. The Client is responsible for determining the regulatory classification of AI systems deployed in their operations and ensuring compliance with applicable laws and regulations.

10. Confidentiality

10.1 Obligations

Each party agrees to hold the other party's Confidential Information in strict confidence and not to disclose it to third parties without prior written consent, except as required by law.

10.2 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is received from a third party without restriction.

10.3 Duration

Confidentiality obligations survive termination of the Engagement and these Terms for a period of 3 years.

11. Client Responsibilities

The Client agrees to:

Provide timely access to systems, data, stakeholders, and resources as required by the Service Agreement.
Designate a primary point of contact with decision-making authority for the Engagement.
Respond to requests for information, feedback, and approvals within the timeframes specified in the Service Agreement, or within 5 Business Days if not specified.
Ensure that all data and materials provided to Modulo are accurate, lawfully obtained, and free of any restrictions that would prevent their use.
Maintain appropriate security measures for systems and credentials shared with Modulo.

Failure to fulfill these responsibilities may result in delays to the project timeline. Modulo is not liable for delays caused by the Client's failure to meet these obligations.

12. Warranties & Disclaimers

12.1 Modulo's Warranties

Modulo warrants that:

Services will be performed in a professional and workmanlike manner consistent with industry standards.
Deliverables will materially conform to the specifications described in the Service Agreement for a period of 30 days following acceptance.
Modulo has the right to enter into and perform its obligations under these Terms and applicable Service Agreements.

12.2 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 12.1, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS." MODULO DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

13. Limitation of Liability

13.1 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MODULO'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR ANY SERVICE AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO MODULO UNDER THE APPLICABLE SERVICE AGREEMENT DURING THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13.2 Exclusion of Damages

IN NO EVENT SHALL MODULO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, REGARDLESS OF THE CAUSE OF ACTION OR THEORY OF LIABILITY.

13.3 Exceptions

The limitations in this Section 13 shall not apply to: (a) either party's breach of confidentiality obligations; (b) either party's indemnification obligations; or (c) liability that cannot be limited under applicable law.

14. Indemnification

14.1 Client Indemnification

The Client agrees to indemnify, defend, and hold harmless Modulo from and against any claims, damages, losses, liabilities, and expenses arising out of or related to: (a) the Client's use of the Deliverables; (b) the Client's violation of applicable laws; (c) the Client's breach of these Terms; or (d) any data or content provided by the Client that infringes the rights of a third party.

14.2 Modulo Indemnification

Modulo agrees to indemnify, defend, and hold harmless the Client from and against any claims that the Deliverables (excluding third-party components and Client-provided materials) infringe the intellectual property rights of a third party, or arising from Modulo's breach of its confidentiality obligations or gross negligence, provided that the Client promptly notifies Modulo of any such claim and cooperates with Modulo's defense.

15. Termination

15.1 Termination for Cause

Either party may terminate a Service Agreement immediately upon written notice if the other party: (a) materially breaches these Terms or the Service Agreement and fails to cure such breach within 14 days of receiving written notice; or (b) becomes insolvent, files for bankruptcy, or ceases operations.

15.2 Effect of Termination

Upon termination of an Engagement:

The Client shall pay for all Services performed and expenses incurred up to the date of termination.
Modulo shall deliver all completed and in-progress Deliverables to the Client upon receipt of payment for work performed.
Each party shall return or destroy the other party's Confidential Information.
Sections 8, 10, 12.2, 13, 14, and 22 shall survive termination.

16. Data Protection & Privacy

Modulo processes personal data in accordance with our Privacy Policy. Where Modulo processes personal data on behalf of the Client in the course of an Engagement, the parties will enter into a Data Processing Agreement (DPA) as required by applicable data protection laws. Our standard DPA is available upon request by contacting dam@modulo.click and will be incorporated into each Service Agreement where Modulo processes personal data on the Client's behalf.

17. Consumer Protection

To the extent that you are a consumer under Indonesian Consumer Protection Law (Law No. 8 of 1999), you are entitled to the protections afforded by that law, including the right to accurate information about Services, the right to be heard regarding complaints, and the right to appropriate compensation if Services do not conform to the agreed terms.

If you wish to cancel a Service Agreement prior to commencement of work, the cancellation and refund terms described in Section 6 of these Terms and our Refund Policy shall apply. Once Services have commenced, your rights regarding incomplete or unsatisfactory Services are governed by the Service Agreement, these Terms, and applicable Indonesian law.

Nothing in these Terms limits or excludes any consumer rights that cannot be waived or limited under applicable Indonesian law.

18. Acceptable Use

When using SaaS Products provided by Modulo, the Client agrees not to:

Use the service for any unlawful purpose.
Attempt to gain unauthorized access to systems or data.
Interfere with or disrupt the service.
Transmit malware, viruses, or harmful code.
Use the service to process data in violation of applicable data protection laws.
Exceed documented usage limits or engage in practices that degrade service quality for other users.

Modulo will use commercially reasonable efforts to maintain availability of hosted SaaS Products. Specific uptime targets, maintenance windows, support response times, and remedies for service level failures will be set forth in the applicable Service Agreement or Service Level Agreement (SLA) provided with the SaaS Product.

19. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, government actions, power outages, internet disruptions, or failures of third-party service providers. The affected party shall promptly notify the other party and use reasonable efforts to mitigate the impact.

20. Dispute Resolution

20.1 Good Faith Negotiation

The parties agree to attempt to resolve any dispute arising out of or related to these Terms through good faith negotiation for a period of 30 days following written notice of the dispute.

20.2 Arbitration

If the dispute cannot be resolved through negotiation, it shall be submitted to binding arbitration administered by the Badan Arbitrase Nasional Indonesia (BANI) under its applicable rules. The seat of arbitration shall be Jakarta, Indonesia. The arbitration shall be conducted in English. The arbitrator's decision shall be final and binding.

20.3 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Republic of Indonesia. Any disputes not resolved through arbitration shall be subject to the exclusive jurisdiction of the Central Jakarta District Court (Pengadilan Negeri Jakarta Pusat).

21. Amendments

Modulo reserves the right to update or modify these Terms at any time. We will notify registered clients of material changes via email at least 30 days prior to the changes taking effect. Continued use of our Services after the effective date of revised Terms constitutes acceptance of the changes. For active Engagements, the Terms in effect at the time the Service Agreement was signed shall apply unless both parties agree in writing to updated Terms.

22. General Provisions

22.1 Entire Agreement

These Terms, together with any applicable Service Agreements, constitute the entire agreement between the parties concerning the subject matter hereof and supersede all prior agreements, understandings, and negotiations.

22.2 Severability

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

22.3 Waiver

The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

22.4 Assignment

Neither party may assign its rights or obligations under these Terms without the prior written consent of the other party, except in connection with a merger, acquisition, or sale of substantially all of its assets.

22.5 Independent Contractors

The relationship between Modulo and the Client is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.

22.6 Notices

All legal notices under these Terms shall be sent in writing to the addresses specified in the applicable Service Agreement, or to the email addresses on file for each party.

23. Contact Information

For questions about these Terms, please contact us:

Modulo
Email: dam@modulo.click
Website: modulo.click/contact