Terms of Service

Last updated: February 2026

1. Agreement to Terms

By accessing or using otinga.io (the "Website") or engaging Otinga B.V.'s services ("Services"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree, do not use our Website or Services.

These Terms constitute a legally binding agreement between you ("Client", "you", "your") and Otinga B.V. ("Otinga", "we", "us", "our"), a company registered in the Netherlands.

2. Services Description

Otinga provides:

2.1 Software Platforms

AI Innovation Engine: A SaaS platform for enterprise AI innovation management
Otinga AI Hackathon Platform: A SaaS platform for managing enterprise hackathons and ideathons

2.2 Professional Services

Hackathon Services: End-to-end hackathon planning, facilitation, and follow-through
AI Strategy Consulting: AI readiness assessments and strategic roadmap development
Bespoke AI Implementations: Custom AI solution development and integration

3. Use of Website

3.1 License

We grant you a limited, non-exclusive, non-transferable license to access and use the Website for its intended purpose.

3.2 Restrictions

You may not:

Use the Website for any illegal purpose
Attempt to gain unauthorized access to our systems
Interfere with or disrupt the Website's operation
Scrape, copy, or reproduce Website content without permission
Use the Website to transmit malware, spam, or harmful code
Impersonate Otinga or misrepresent your affiliation with us

3.3 Intellectual Property

All content on the Website (text, graphics, logos, code) is owned by Otinga or our licensors and protected by copyright, trademark, and other intellectual property laws. You may not use our content without written permission.

4. Services Terms

4.1 Engagement Process

Professional services engagements require a separate Statement of Work (SOW) or Master Services Agreement (MSA) that specifies:

Scope of services
Deliverables and timelines
Fees and payment terms
Confidentiality obligations
Intellectual property ownership

4.2 Platform Subscriptions

Use of our SaaS platforms requires a separate subscription agreement that specifies:

Subscription tier and pricing
User access and permissions
Data storage and processing terms
Service level agreements (SLAs)
Termination and renewal terms

4.3 Client Responsibilities

When engaging our services, you agree to:

Provide accurate and complete information
Provide timely access to personnel, systems, and data as needed
Review and approve deliverables within agreed timeframes
Comply with applicable laws and regulations
Maintain confidentiality of proprietary information

4.4 Fees and Payment

Fees are specified in your SOW or subscription agreement
Invoices are payable within 30 days unless otherwise agreed
Late payments may incur interest charges as permitted by law
We reserve the right to suspend services for non-payment

5. Confidentiality

5.1 Definition

"Confidential Information" includes business plans, technical data, financial information, customer lists, and any information marked confidential or that should reasonably be considered confidential.

5.2 Obligations

Both parties agree to:

Protect Confidential Information with the same care as their own
Use Confidential Information only for the purposes of the engagement
Not disclose Confidential Information to third parties without consent
Return or destroy Confidential Information upon request

5.3 Exceptions

Confidentiality obligations do not apply to information that:

Is or becomes publicly available through no breach of this agreement
Was rightfully possessed prior to disclosure
Is independently developed without use of Confidential Information
Must be disclosed by law (with prompt notice to the disclosing party)

6. Data Protection

We process personal data in accordance with our Privacy Policy and applicable data protection laws (including GDPR).

For platform services, we act as a data processor on your behalf. You remain the data controller and are responsible for:

Obtaining necessary consents from data subjects
Providing required privacy notices
Ensuring lawful processing of personal data
Responding to data subject requests

We will process data only as instructed and implement appropriate security measures.

7. Intellectual Property Ownership

7.1 Pre-Existing IP

Each party retains ownership of its pre-existing intellectual property.

7.2 Platform IP

All intellectual property in our SaaS platforms remains our exclusive property. You receive a license to use the platforms as specified in your subscription agreement.

7.3 Deliverables

Ownership of custom deliverables (e.g., bespoke AI implementations, strategy documents) is specified in the applicable SOW. Typically:

Client owns custom work product created specifically for them
Otinga retains ownership of methodologies, tools, and reusable components
Otinga may create anonymized case studies with client approval

8. Warranties and Disclaimers

8.1 Our Warranties

We warrant that:

Services will be performed in a professional and workmanlike manner
We have the right to provide the services
Services will not infringe third-party intellectual property rights

8.2 Disclaimers

EXCEPT AS EXPRESSLY STATED, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

We do not warrant that:

Services will be uninterrupted or error-free
Results will meet your expectations or business objectives
Platform uptime will be 100% (refer to SLA for uptime guarantees)

9. Limitation of Liability

9.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR SERVICES SHALL NOT EXCEED THE FEES PAID BY YOU IN THE 12 MONTHS PRECEDING THE CLAIM.

9.2 Excluded Damages

WE SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.

9.3 Exceptions

Liability limitations do not apply to:

Gross negligence or willful misconduct
Death or personal injury caused by our negligence
Fraud or fraudulent misrepresentation
Breaches of confidentiality
Violations that cannot be limited by law

10. Indemnification

You agree to indemnify and hold Otinga harmless from claims, damages, and expenses (including reasonable legal fees) arising from:

Your breach of these Terms
Your violation of applicable laws
Your infringement of third-party rights
Content or data you provide to us

We will indemnify you against third-party claims that our Services infringe intellectual property rights, provided you promptly notify us and allow us to control the defense.

11. Term and Termination

11.1 Term

These Terms remain in effect while you use the Website or Services.

11.2 Termination for Convenience

Either party may terminate a services engagement or subscription as specified in the applicable agreement (typically with 30-90 days' notice).

11.3 Termination for Cause

Either party may terminate immediately if the other party:

Materially breaches these Terms and fails to cure within 30 days
Becomes insolvent or enters bankruptcy proceedings
Engages in fraud or illegal activity

11.4 Effect of Termination

Upon termination:

Your license to use our platforms and services ends
You must pay all outstanding fees
Each party must return or destroy Confidential Information
Provisions that should survive (confidentiality, IP, liability) remain in effect

These Terms are effective as of the date stated above.