Last updated: July 9, 2025
Welcome to DataMavenz! These Terms and Conditions ("Terms") govern your use of our software services, e.g., SaaS platforms, custom software development, IT consulting, software licensing, maintenance & support, provided by www.datamavenz.com, having its registered office at Chennai, Tamil Nadu, India ("us", "we", or "our").
By accessing or using our services, you ("Client", "User", "You") agree to be bound by these Terms. If you disagree with any part of these Terms, you may not use our services.
2.1. We agree to provide the Services to the Client as described on our Website or as specifically outlined in an executed Statement of Work (SOW). Each SOW shall form an integral part of this Agreement.
2.2. Any changes to the scope of Services or Deliverables must be agreed upon in writing by both Parties.
2.3. [If SaaS]: Our SaaS platform is generally available [e.g., 99.5% of the time], excluding scheduled maintenance windows and unforeseen circumstances.
3.1. The Client agrees to provide accurate, complete, and timely information, cooperation, and resources reasonably required for us to perform the Services.
3.2. The Client is responsible for obtaining and maintaining any necessary hardware, software, and internet connectivity required to access and use the Services.
3.3. The Client shall ensure that all data, content, and materials provided to us comply with applicable laws and do not infringe on third-party rights.
3.4. [If SaaS/Access based services]: The Client is responsible for maintaining the confidentiality of their account credentials and for all activities that occur under their account.
4.1. **Our Intellectual Property:** All Intellectual Property Rights in the Services, Software (excluding Client Content), our methodologies, tools, and all pre-existing intellectual property used in providing the Services, shall remain our exclusive property.
4.2. **License Grant to Client (if applicable for SaaS/Software):** Subject to full payment, we grant the Client a [e.g., non-exclusive, non-transferable, limited, revocable] license to use the Software/Deliverables solely for the Client's internal business operations. This license does not include the right to [e.g., sublicense, reverse engineer, distribute, modify] the Software unless explicitly agreed in writing.
4.3. **Client Content/Data:** The Client retains all Intellectual Property Rights in their data and content provided to or uploaded onto our Services. The Client grants us a limited, non-exclusive, royalty-free license to use, reproduce, modify, and display Client Content as necessary to provide the Services.
4.4. **Custom Development IP (CRITICAL):** For custom software development projects, the SOW will specify the ownership of the Intellectual Property Rights in the Deliverables upon completion and full payment. (Legal Note: This is a highly complex area. Will you retain all IP, license it, or transfer it to the client? This needs precise drafting.)
5.1. The fees for Services shall be as specified in the applicable SOW or our pricing on the Website. All fees are exclusive of applicable taxes (e.g., GST) unless otherwise stated.
5.2. Payment terms are [e.g., 50% upfront, balance on completion; monthly subscription, Net 30 days]. Invoices are due [e.g., 30 days] from the date of invoice.
5.3. Late payments may incur interest at the rate of [e.g., 18%] per annum, compounded monthly. We reserve the right to suspend Services for overdue payments.
5.4. All payments shall be made in [e.g., Indian Rupees (INR)] unless otherwise agreed.
5.5. [Refund Policy]: State your refund or cancellation policy clearly.
Both Parties agree to keep confidential all non-public information disclosed by the other Party during the course of this Agreement. This obligation shall survive the termination of this Agreement for a period of [e.g., 3-5 years]. Exceptions include information already public, independently developed, or required by law.
7.1. Our collection, use, and disclosure of personal data are governed by our separate Privacy Policy, available at [Link to your Privacy Policy Page].
7.2. We will implement reasonable technical and organizational measures to protect Client Data processed through our Services against unauthorized access, loss, or disclosure.
7.3. [If you process sensitive data or act as a "data processor" under GDPR/Indian data protection laws]: Specific data processing terms may be outlined in a Data Processing Addendum (DPA) if required.
7.4. The Client is responsible for ensuring the legality of data they provide to us and for obtaining necessary consents.
8.1. We warrant that the Services will be performed with reasonable skill and care, in a professional manner, and substantially in accordance with the applicable SOW or service description.
8.2. **EXCEPT AS EXPRESSLY PROVIDED HEREIN, WE MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.**
8.3. The Client acknowledges that complex software is not guaranteed to be error-free.
**9.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DATAMAVENZ BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICES OR SOFTWARE.**
**9.2. OUR TOTAL AGGREGATE LIABILITY TO THE CLIENT FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE FEES PAID BY THE CLIENT TO US FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM DURING THE [E.G., TWELVE (12)] MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.**
9.3. These limitations of liability apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, even if we have been advised of the possibility of such damages.
(Legal Note: This clause needs to be very carefully drafted by a lawyer to be enforceable under Indian law and provide adequate protection.)
The Client agrees to indemnify, defend, and hold harmless DataMavenz, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from: (a) the Client's breach of these Terms; (b) the Client's use of the Services; or (c) any Client Content.
11.1. This Agreement commences on the date you first use our Services and continues until terminated as per its terms.
11.2. Either Party may terminate this Agreement for material breach if the breaching Party fails to cure such breach within [e.g., 30] days of written notice.
11.3. We may terminate or suspend your account and access to Services immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms.
11.4. Upon termination, your right to use the Service will immediately cease. Sections related to Intellectual Property, Confidentiality, Disclaimers, Limitation of Liability, Indemnification, Governing Law, and Dispute Resolution shall survive termination.
11.5. [Data Handling Upon Termination]: Upon termination, we will make Client Data available for download for X days, then securely delete it.
This Agreement shall be governed by and construed in accordance with the laws of **India**, specifically the laws applicable in the **State of Tamil Nadu**, without regard to its conflict of law provisions.
Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts in **Chennai, Tamil Nadu, India**.
13.1. **Amicable Settlement:** The Parties agree to first attempt to resolve any dispute, controversy, or claim arising out of or relating to this Agreement or the breach, termination, or invalidity thereof, through good faith negotiations.
13.2. **Arbitration (Recommended for India):** If an amicable settlement cannot be reached within [e.g., 30] days, the dispute shall be referred to and finally resolved by arbitration in accordance with the provisions of the **Arbitration and Conciliation Act, 1996 (as amended)**.
(Legal Note: Arbitration clauses are very common in India for commercial contracts and often preferred over litigation for efficiency. Your lawyer will advise on the best approach.)
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least [e.g., 30] days notice prior to any new terms taking effect. By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms.
If you have any questions about these Terms, please contact us: