Terms & Conditions

1. Introduction and acceptance of terms

These Terms and Conditions ("Terms") govern access to and use of the website operated by Demandlogy ("Demandlogy", "we", "us" or "our") and the services provided by Demandlogy to its clients. By accessing or using our Website, by engaging Demandlogy to provide any Services, or by signing a proposal, statement of work, order form or similar document that references these Terms, you ("you", "the Client" or "the User") acknowledge that you have read, understood and agree to be bound by these Terms.

If you do not agree with these Terms, you must not access or use our Website or engage our Services.

These Terms apply to all visitors to our Website and to all clients who engage Demandlogy for Services, whether located in India or elsewhere in the world. Where a separate signed agreement, master services agreement or Statement of Work exists between you and Demandlogy, that document will govern to the extent of any conflict with these Terms.

You represent that you are at least 18 years of age and, where you are entering into these Terms on behalf of a company or other legal entity, that you have the authority to bind that entity to these Terms.

2. Definitions

In these Terms, unless the context requires otherwise, the following definitions apply:

"Client" or "you" means the individual or entity that engages Demandlogy to provide Services or that otherwise accepts these Terms.

"Confidential Information" means any non-public information disclosed by one party to the other, whether orally, in writing or in any other form, that is designated as confidential or that ought reasonably to be understood to be confidential given its nature or the circumstances of disclosure.

"Deliverables" means the work products, materials, software, source code, designs, documents, reports or other items that Demandlogy creates specifically for the Client and agrees to deliver under an applicable Statement of Work.

"Demandlogy Materials" means the tools, frameworks, libraries, methodologies, templates, know-how, software components and other materials owned, licensed or developed by Demandlogy prior to, or independently of, the provision of Services.

"Services" means the artificial intelligence, cloud, data, digital workspace, application development and related professional or managed services provided by Demandlogy, as described on our Website or in an applicable Statement of Work.

"Statement of Work" or "SOW" means a proposal, quote, order form, scope document or similar written statement describing the Services, Deliverables, timelines and fees, as agreed between the parties.

"Third-Party Services" means products, platforms, software or services provided by third parties, including cloud platforms and other tools, that may be used in connection with the Services.

"Website" means the website operated by Demandlogy.

3. Description of services

Demandlogy is a web and cloud services company that provides a range of technology services, which may include artificial intelligence and machine learning solutions, cloud architecture, migration and management, data engineering and analytics, digital workspace and productivity solutions, and custom application development.

The specific scope, nature, Deliverables, timelines and fees for any engagement will be set out in a Statement of Work agreed between Demandlogy and the Client. In the absence of a signed Statement of Work, any Services performed will be governed by these Terms together with the written proposal or quote accepted by the Client.

Demandlogy may use its discretion and professional judgement in determining the methods, tools and technologies used to deliver the Services, unless otherwise agreed in writing. Demandlogy may engage qualified employees, contractors or subcontractors to perform all or part of the Services, and remains responsible for the performance of the Services in accordance with these Terms.

Information provided on the Website is for general informational purposes only and does not constitute a binding offer, professional advice or a warranty regarding any specific outcome.

4. Quotes, scope and fixed pricing

Quotes, proposals and estimates provided by Demandlogy are based on the requirements and information available at the time they are prepared. Unless expressly stated to be fixed, quotes are estimates only and are valid for the period stated in the quote or, if no period is stated, for thirty (30) days from the date of issue.

Where a Statement of Work specifies a fixed price, that price applies only to the scope of work expressly described in that Statement of Work. Any work, feature, change or requirement that is not expressly included within the agreed scope constitutes additional work.

Changes to the agreed scope, including additions, reductions or modifications ("Change Requests"), must be agreed in writing. Demandlogy will assess the impact of any Change Request on the fees, timelines and Deliverables, and any resulting adjustment will be documented before the additional work is undertaken. Demandlogy is not obliged to commence additional work until the corresponding Change Request has been approved by the Client.

Delays or additional costs arising from incomplete, inaccurate or changed requirements, or from the Client's failure to provide timely inputs, approvals or access, may affect fixed pricing and agreed timelines, and Demandlogy reserves the right to adjust these accordingly.

5. Payment terms

Fees for the Services are set out in the applicable Statement of Work or quote. Unless otherwise agreed in writing, invoices are payable within the period stated on the invoice or, if no period is stated, within fifteen (15) days of the invoice date.

Demandlogy may require an advance payment, deposit or milestone-based payment schedule as a condition of commencing or continuing the Services. Where a milestone schedule applies, each milestone payment becomes due upon completion of the corresponding milestone.

All fees are exclusive of applicable taxes, duties and levies, including goods and services tax (GST) and any withholding taxes, unless expressly stated otherwise. The Client is responsible for all such taxes, other than taxes on Demandlogy's income. Where the Client is required by law to withhold or deduct any amount, the Client shall provide Demandlogy with the relevant tax deduction certificates. Fees are stated in the currency specified in the Statement of Work or invoice, and the Client is responsible for any bank charges, currency conversion costs or transaction fees associated with payment.

Overdue amounts may accrue interest at the rate specified in the Statement of Work or, if none is specified, at a reasonable commercial rate, from the due date until payment is received in full. Demandlogy reserves the right to suspend the Services, withhold Deliverables or terminate the engagement if undisputed amounts are not received when due. All amounts payable are non-refundable except as expressly provided in these Terms or the applicable Statement of Work.

6. Client responsibilities and cooperation

The Client shall provide timely cooperation, information, materials, access, approvals and decisions reasonably required for Demandlogy to perform the Services. This includes providing access to relevant systems, accounts, credentials, personnel and Third-Party Services, and designating a point of contact with authority to make decisions on the Client's behalf.

The Client is responsible for the accuracy, completeness and legality of all content, data, materials and instructions it provides to Demandlogy, and warrants that it has all necessary rights, licences and consents to provide them and to authorise Demandlogy to use them for the purpose of providing the Services.

The Client shall ensure that its use of the Services and Deliverables complies with all applicable laws and with the terms of any Third-Party Services. The Client is responsible for maintaining appropriate backups of its own data, except to the extent that backup is expressly included within the agreed Services.

Demandlogy shall not be liable for any delay, deficiency or failure in the Services to the extent that it is caused by the Client's failure to meet its responsibilities under this section, including delayed inputs, inaccurate information or lack of access.

7. Intellectual property

Subject to full payment of all fees due for the relevant Deliverables, Demandlogy assigns to the Client the intellectual property rights in the Deliverables created specifically for the Client under the applicable Statement of Work. Until full payment is received, all rights in the Deliverables remain with Demandlogy, and the Client is granted no licence to use them.

Notwithstanding the foregoing, Demandlogy retains all right, title and interest in and to the Demandlogy Materials, including its pre-existing and independently developed tools, frameworks, libraries, methodologies, templates, know-how and software components. To the extent any Demandlogy Materials are incorporated into, or are necessary to use, the Deliverables, Demandlogy grants the Client a non-exclusive, worldwide, royalty-free, perpetual licence to use such Demandlogy Materials solely as part of, and to the extent necessary to use, the Deliverables for the Client's internal business purposes.

Third-party components and open-source software incorporated into the Deliverables remain the property of their respective owners and are licensed to the Client under their own applicable licence terms. The Client is responsible for complying with those licence terms. Demandlogy makes no warranty in respect of, and assumes no liability for, third-party or open-source components beyond what is provided under their respective licences.

Nothing in these Terms transfers ownership of Demandlogy's name, logo, trademarks or brand assets. Unless the Client objects in writing, Demandlogy may identify the Client as a client and describe the general nature of the work performed for reference and portfolio purposes, without disclosing the Client's Confidential Information.

8. Confidentiality

Each party ("Receiving Party") shall keep confidential all Confidential Information of the other party ("Disclosing Party") and shall not use or disclose it except as necessary to perform its obligations or exercise its rights under these Terms, or as authorised in writing by the Disclosing Party.

The Receiving Party shall protect the Disclosing Party's Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, and in no event less than a reasonable degree of care. The Receiving Party may disclose Confidential Information to its employees, contractors and advisers who need to know it for the purposes of these Terms and who are bound by confidentiality obligations at least as protective as those set out in this section.

The obligations in this section do not apply to information that: (a) is or becomes publicly available through no breach of these Terms; (b) was lawfully known to the Receiving Party without restriction before disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party may disclose Confidential Information to the extent required by law, regulation or a court or governmental order, provided that, where legally permitted, it gives the Disclosing Party reasonable prior notice. The confidentiality obligations in this section survive termination of the engagement.

9. Data protection and privacy

Each party shall comply with the data protection and privacy laws applicable to it in connection with the Services, including, where applicable, the Digital Personal Data Protection Act, 2023 and the Information Technology Act, 2000 of India, together with any other data protection laws to which a party is subject in respect of its own operations.

Where Demandlogy processes personal data on behalf of the Client in the course of providing the Services, Demandlogy shall process such personal data only in accordance with the Client's reasonable and lawful instructions and for the purpose of providing the Services, and shall implement reasonable technical and organisational measures designed to protect such personal data against unauthorised or unlawful processing, accidental loss, destruction or damage. The Client is responsible for ensuring that it has a lawful basis and all necessary consents and notices in place to enable the personal data to be provided to, and processed by, Demandlogy.

Our collection and use of personal data through the Website and in connection with the Services is described in our Privacy Policy, which is incorporated into these Terms by reference. Where a separate data processing agreement is agreed between the parties, that agreement shall govern the processing of personal data to the extent of any conflict with this section.

The Client acknowledges that the Services may involve the use of Third-Party Services and cross-border transfers of data, and that such transfers and processing are subject to the terms and safeguards of the relevant third-party providers.

10. Third-party services and partners

The Services may be delivered using, integrated with, or dependent upon Third-Party Services, including cloud platforms and other software and tools provided by third parties. The Client's use of any Third-Party Service is governed by the terms, policies and licences of the relevant third-party provider, and the Client agrees to comply with those terms.

Microsoft, Azure, Amazon Web Services (AWS), Google Cloud, and other product and service names referenced by Demandlogy are the trademarks or registered trademarks of their respective owners. The use of such names, logos or trademarks does not imply any endorsement by, affiliation with, or sponsorship by those owners, except where an official partnership is expressly stated in writing. All such trademarks remain the property of their respective owners, and the underlying services are governed by the respective owners' own terms of service.

Demandlogy does not control, and is not responsible for, Third-Party Services, including their availability, performance, security, pricing, changes or discontinuation. Any fees charged by third-party providers are the responsibility of the Client unless expressly included in a Statement of Work. To the maximum extent permitted by law, Demandlogy makes no warranty in respect of Third-Party Services and disclaims all liability arising from them.

11. Warranties and disclaimers

Demandlogy warrants that it will perform the Services with reasonable skill and care and in a professional manner consistent with generally accepted industry standards.

Except as expressly stated in these Terms or an applicable Statement of Work, the Website, the Services and the Deliverables are provided "as is" and "as available", and Demandlogy makes no other warranties, whether express, implied or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, or any warranties arising from course of dealing or usage of trade, all of which are disclaimed to the maximum extent permitted by law.

Demandlogy does not warrant that the Website, the Services or the Deliverables will be uninterrupted, error-free, secure or free of harmful components, or that any particular result, outcome, performance level or business benefit will be achieved. Given the nature of artificial intelligence, data and software technologies, the Client acknowledges that outputs may contain errors or inaccuracies and should be reviewed and validated by the Client before reliance.

Any third-party and open-source components are provided subject to their own warranties, or disclaimers of warranty, from their respective providers, and Demandlogy provides no warranty in respect of them.

12. Limitation of liability

To the maximum extent permitted by applicable law, neither party shall be liable to the other for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, business, goodwill, anticipated savings or data, arising out of or in connection with these Terms or the Services, whether based in contract, tort (including negligence), strict liability or otherwise, and even if the party has been advised of the possibility of such damages.

To the maximum extent permitted by applicable law, Demandlogy's total aggregate liability arising out of or in connection with these Terms and the Services, whether based in contract, tort or otherwise, shall not exceed the total fees actually paid by the Client to Demandlogy for the specific Services giving rise to the claim during the three (3) months immediately preceding the event giving rise to the liability.

Nothing in these Terms excludes or limits either party's liability to the extent that such exclusion or limitation is not permitted by applicable law, including liability for fraud, fraudulent misrepresentation, or death or personal injury caused by negligence.

The limitations and exclusions in this section apply regardless of whether any limited remedy fails of its essential purpose, and reflect the agreed allocation of risk between the parties, which is reflected in the fees for the Services.

13. Indemnification

The Client shall indemnify, defend and hold harmless Demandlogy and its officers, directors, employees, contractors and agents from and against any claims, demands, liabilities, damages, losses, costs and expenses (including reasonable legal fees) arising out of or in connection with: (a) the Client's breach of these Terms; (b) the content, data, materials or instructions provided by the Client, including any claim that they infringe or misappropriate the intellectual property or other rights of any third party or violate any applicable law; (c) the Client's use of the Deliverables or the Services in a manner not authorised by these Terms or applicable law; and (d) the Client's breach of any Third-Party Service terms.

Subject to the limitations of liability set out in these Terms, Demandlogy shall indemnify the Client against third-party claims to the extent that a Deliverable created by Demandlogy, when used as authorised, directly infringes the registered intellectual property rights of a third party. This indemnity does not apply to the extent that the claim arises from Client-provided materials, third-party or open-source components, modifications not made by Demandlogy, or use of the Deliverables in combination with items not supplied by Demandlogy.

The party seeking indemnification shall promptly notify the other party of the relevant claim, provide reasonable cooperation, and permit the indemnifying party to control the defence and settlement of the claim, provided that no settlement imposing a non-monetary obligation or admission of liability on the indemnified party may be entered into without its prior written consent.

14. Term and termination

These Terms apply from the date you first access the Website or engage the Services and continue until terminated in accordance with this section. Each engagement continues for the duration set out in the applicable Statement of Work or until the Services are completed.

Either party may terminate an engagement for convenience by giving the other party prior written notice as specified in the applicable Statement of Work or, if none is specified, thirty (30) days' written notice, subject to payment for all Services performed and costs committed up to the effective date of termination.

Either party may terminate an engagement with immediate effect by written notice if the other party: (a) commits a material breach of these Terms that is not remedied within thirty (30) days of written notice specifying the breach; or (b) becomes insolvent, enters into liquidation, has a receiver or administrator appointed, or is otherwise unable to pay its debts as they fall due. Demandlogy may additionally suspend or terminate the Services if the Client fails to pay undisputed amounts when due.

On termination: (a) the Client shall pay all fees and costs due for Services performed and expenses incurred up to the effective date of termination; (b) each party shall return or destroy the other party's Confidential Information on request, subject to any legal retention requirements; and (c) any provisions that by their nature are intended to survive, including those relating to intellectual property, confidentiality, payment, warranties, limitation of liability, indemnification and governing law, shall survive termination.

15. Force majeure

Neither party shall be liable for any delay or failure to perform its obligations (other than payment obligations) to the extent that such delay or failure is caused by events beyond its reasonable control, including acts of God, natural disasters, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, government action, changes in law, strikes or labour disputes, failure of utilities or telecommunications, internet or hosting outages, cyber-attacks, or failures of Third-Party Services.

The affected party shall notify the other party of the force majeure event as soon as reasonably practicable and shall use reasonable efforts to mitigate its effects and resume performance. If a force majeure event continues for a continuous period exceeding sixty (60) days, either party may terminate the affected engagement by written notice, subject to payment for Services performed up to the date of termination.

16. Changes to these terms

Demandlogy may update or modify these Terms from time to time to reflect changes in its Services, legal or regulatory requirements, or business practices. The updated Terms will be posted on the Website with a revised effective date.

Changes take effect from the date the updated Terms are posted, or from such later date as may be stated in them. Your continued use of the Website or the Services after the updated Terms take effect constitutes acceptance of the revised Terms. Where a signed Statement of Work is in effect, material changes to these Terms that adversely affect that engagement will not apply to it without the Client's agreement, and the version of these Terms in effect at the date of that Statement of Work will continue to govern that engagement unless the parties agree otherwise in writing.

It is your responsibility to review these Terms periodically for changes.

17. Governing law and jurisdiction

These Terms, and any dispute or claim arising out of or in connection with them, their subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of India, without regard to conflict of law principles.

The parties shall first attempt to resolve any dispute amicably through good-faith discussions. Any dispute that cannot be resolved amicably shall be subject to the exclusive jurisdiction of the competent courts of India, and the parties irrevocably submit to the jurisdiction of those courts. Where the parties have expressly agreed to arbitration in a Statement of Work, such disputes shall instead be referred to and finally resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996, with the seat of arbitration in India and the proceedings conducted in the English language.

Nothing in this section prevents either party from seeking urgent injunctive or equitable relief from a court of competent jurisdiction to protect its Confidential Information or intellectual property rights.

18. Contact

If you have any questions, concerns or notices regarding these Terms or the Services, please contact Demandlogy at reach@demandlogy.com.

We will endeavour to respond to legitimate queries within a reasonable period. Formal legal notices should be sent to the same email address and will be deemed received on the next business day following transmission, unless a different notice mechanism is specified in an applicable Statement of Work.