Terms of Service

We build custom software and the infrastructure around it. What we will build for you, to what specification, on what timeline and for what fee is defined in a Project Agreement - not on this website. Anything on this site is a description of our capabilities, not an offer or a guarantee of a particular result.

We will perform the Services with reasonable skill and care, using appropriately qualified people, and we will tell you promptly when something we expected to work does not.

Estimates are based on the information available when we write them. They remain valid for the period stated in the proposal, and they assume the requirements described there. If the requirements change materially, the estimate changes with them, and we will say so before doing the work rather than afterwards.

No engagement begins until both sides have accepted a Project Agreement in writing and any required deposit has been paid.

Projects run on time when both sides hold up their end. We need you to:

Fees, milestones, currency and payment terms are set in the Project Agreement. Unless it says otherwise, invoices are payable within the period stated on the invoice, and fees are exclusive of taxes, third-party licences, hosting and transaction charges, which are billed at cost or as agreed.

We may pause work on overdue invoices after giving you written notice. Delays caused by missing information, access or approvals from your side can move the timeline and, where they cause us to hold a team idle, the cost.

Software changes as it gets built, and we expect it to. Work outside the agreed scope is handled as a written change request setting out what changes, what it costs and what it does to the timeline. We will not do out-of-scope work and bill you for it as a surprise, and we will not raise a change order for fixing our own defects.

On full payment of the fees for an engagement, you own the Deliverables we produced for you, including the source code, and we assign to you the intellectual property rights in them. Code lands in your repository as we write it, not at the end.

We keep ownership of our own pre-existing materials - internal libraries, tooling, boilerplate and know-how developed outside your project - and grant you a perpetual, worldwide, non-exclusive licence to use them as part of the Deliverables. Open-source components stay under their own licences.

Unless you ask us not to, we may describe the work at a high level in our portfolio and use your name and logo as a client reference. We will never publish your confidential information or your data to do it.

Most systems depend on services we do not control - cloud providers, payment processors, CRMs, APIs, plugins and licensed components. Their availability, pricing and terms are theirs, not ours, and you are responsible for the subscriptions and licences held in your name. We are not liable for their outages, breaking changes or price increases, although we will help you work around them.

Each side will keep the other’s confidential information confidential, use it only for the engagement, and protect it with at least reasonable care. This does not cover information that is already public, that the receiving side already had, or that the law compels us to disclose. These obligations survive the end of the engagement.

How we handle personal data is described in our Privacy Policy.

We warrant that the Deliverables will materially perform as described in the Project Agreement. For the warranty period stated there, we will fix defects reported to us in the delivered work at no charge.

The warranty does not cover changes made by you or by a third party, misuse, failures in third-party services, or new requirements that emerge after acceptance - those are new work. Ongoing maintenance, monitoring and support are available under a separate agreement.

Beyond this, and to the extent the law allows, the Services are provided without other warranties, express or implied. We do not warrant that software will be uninterrupted or entirely free of defects, because no honest engineering company can.

To the fullest extent permitted by law, neither side is liable to the other for indirect or consequential loss, loss of profit, revenue, goodwill or data, however it arises.

Our total liability arising out of or in connection with an engagement is limited to the total fees you paid us for that engagement in the twelve months before the claim.

Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot lawfully be limited.

Either side may end an engagement by giving the written notice set out in the Project Agreement, or immediately if the other side commits a material breach and does not fix it within a reasonable period after being told about it.

On termination you pay for work performed and costs committed up to that date, and we hand over the Deliverables produced so far, the repositories, and the credentials and documentation needed to continue without us. We will not hold your code, your accounts or your data hostage in a dispute.

You may use this website for lawful purposes only. Do not attempt to gain unauthorised access to it, disrupt it, scrape it at a scale that degrades it for others, or copy its content, design or code for reuse elsewhere without our permission.

The content on this site is provided for general information. We keep it current as best we can, but we do not warrant that it is complete or error-free, and it is not professional advice for your particular situation.

These terms are governed by the laws of the State of Tennessee, United States, and both sides submit to the exclusive jurisdiction of its courts - unless a Project Agreement names a different governing law and venue, in which case that agreement controls.

Before starting formal proceedings, both sides agree to try to resolve the dispute by talking to each other in good faith.

If any part of these terms is found unenforceable, the rest continues to apply. A failure to enforce a term is not a waiver of it. Neither side may assign an engagement without the other’s written consent, except to a successor of its business. Neither side is liable for delays caused by events genuinely outside its control.

We may update these terms from time to time; the date at the top of this page shows the current version, and the terms in force when your Project Agreement was signed continue to govern that engagement.

Questions about these terms go to hello@datavonix.com, or call +91 84601 04380.