Terms and Conditions

In these Terms and Conditions, unless the context otherwise requires:

• "Company," "We," "Us," or "Our" refers to PNV Data Management Services, a data management consulting firm registered in India (GSTIN: 33CVUPV5487K1ZE).
• "Client," "You," or "Your" refers to the individual, company, or organization engaging our services.
• "Services" refers to master data management, data migration, data governance, data cleansing, data standardization, taxonomy development, and related consulting services provided by the Company.
• "Deliverables" refers to all work products, documentation, reports, databases, and materials provided by the Company as part of the Services.
• "Agreement" refers to the service agreement, statement of work, or contract executed between the Company and the Client.
• "Confidential Information" refers to all proprietary and confidential data, information, and materials disclosed by either party.

The Company provides professional data management services including but not limited to:

• Master Data Management (Material Master, Vendor Master, Equipment Master, Service Master)
• Data Migration and ERP Integration Services
• Data Governance Framework Development and Implementation
• Data Standardization and Taxonomy Development (ISO 8000, ISO 14224, UNSPSC, MESC)
• Data Quality Assessment, Cleansing, and Enrichment
• Data Architecture Consulting and Process Optimization

The specific scope, deliverables, timelines, and fees for each engagement will be detailed in a separate Statement of Work (SOW) or Service Agreement executed between the parties.

To ensure successful delivery of Services, the Client agrees to:

1. Data Provision: Provide timely access to all relevant data, systems, documentation, and resources necessary for project execution.
2. Subject Matter Experts: Designate and make available qualified personnel with appropriate knowledge and authority for consultation and decision-making.
3. Timely Feedback: Review deliverables and provide feedback within agreed timelines to avoid project delays.
4. Access and Permissions: Grant necessary system access, credentials, and permissions required for the Company's team to perform the Services.
5. Data Accuracy: Ensure that all data provided is accurate, complete, and represents the current state of operations to the best of Client's knowledge.
6. Approvals: Obtain all necessary internal approvals and stakeholder sign-offs required for project milestones.

Delays caused by Client's failure to meet these obligations may result in project timeline extensions and additional costs.

4.1 Fees: All fees for Services will be specified in the executed Agreement or Statement of Work. Unless otherwise stated, fees are quoted in Indian Rupees (INR) or US Dollars (USD) and exclude applicable taxes.

4.2 Payment Schedule: Standard payment terms are as follows:

• Project-based engagements: Payment milestones as defined in the SOW (typically: advance payment, milestone payments, and final payment upon completion)
• Time and materials engagements: Monthly invoicing based on actual hours worked and expenses incurred
• Retainer engagements: Monthly advance payment for ongoing support services

4.3 Payment Terms: All invoices are payable within 30 days of invoice date unless otherwise agreed. Late payments may incur interest charges at 1.5% per month or the maximum rate permitted by law, whichever is lower.

4.4 Taxes: Client is responsible for all applicable taxes including but not limited to GST, VAT, withholding taxes, or other government-imposed fees.

4.5 Expenses: Reasonable travel, accommodation, and other project-related expenses will be billed separately with prior Client approval unless included in the fixed fee.

5.1 Client Data: All Client data, information, and pre-existing intellectual property remain the exclusive property of the Client. The Company claims no ownership rights to Client data.

5.2 Deliverables: Upon full payment of fees, Client will own all custom deliverables specifically created for Client as part of the Services, including customized data models, taxonomies, and documentation.

5.3 Pre-existing IP: The Company retains ownership of all pre-existing intellectual property including but not limited to:

• Proprietary methodologies, frameworks, and processes
• Software tools, templates, and utilities
• Standard operating procedures and best practices
• Industry knowledge and expertise

5.4 License: Client is granted a non-exclusive, non-transferable license to use Company's pre-existing tools and methodologies solely for the purpose of utilizing the delivered Services.

5.5 Third-party IP: Any third-party software, standards (ISO, UNSPSC, etc.), or intellectual property used in the Services remains subject to the respective owner's terms and conditions.

6.1 Confidential Information: Both parties agree to maintain the confidentiality of all proprietary and confidential information disclosed during the course of the engagement.

6.2 Data Security: The Company implements industry-standard security measures to protect Client data including:

• Secure data transmission protocols (SSL/TLS encryption)
• Access controls and authentication mechanisms
• Regular security audits and compliance reviews
• Employee confidentiality agreements and background checks

6.3 Data Processing: Client data will be processed solely for the purpose of delivering the Services. The Company will not use Client data for any other purpose without explicit written consent.

6.4 Data Privacy Compliance: The Company complies with applicable data protection laws including Indian IT Act 2000 and relevant international regulations where applicable.

6.5 Data Retention: Upon project completion, Client data will be securely deleted or returned to the Client as per agreed protocols, unless retention is required for legal or contractual obligations.

6.6 Non-Disclosure: This confidentiality obligation survives termination of the Agreement and continues for a period of five (5) years thereafter.

7.1 Company Warranties: The Company warrants that:

• Services will be performed in a professional and workmanlike manner consistent with industry standards
• Personnel assigned to the project possess appropriate qualifications and experience
• Deliverables will conform to specifications outlined in the Agreement
• Services will be performed in compliance with applicable laws and regulations

7.2 Client Warranties: The Client warrants that:

• Client has the legal right and authority to provide data and information to the Company
• Use of Client-provided data will not infringe upon any third-party rights
• Client will comply with all applicable laws regarding data protection and privacy

7.3 Disclaimer: EXCEPT AS EXPRESSLY STATED HEREIN, THE COMPANY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. The Company does not guarantee specific business outcomes or results from implementation of the Services.

8.1 General Limitation: TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY'S TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

8.2 Exclusion of Consequential Damages: IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR BUSINESS INTERRUPTION.

8.3 Third-party Claims: The Company shall not be liable for any claims arising from Client's use of deliverables in a manner inconsistent with the Agreement or applicable laws.

8.4 Force Majeure: Neither party shall be liable for delays or failures in performance resulting from causes beyond reasonable control including acts of God, natural disasters, war, terrorism, labor disputes, or government actions.

9.1 Client Indemnification: Client agrees to indemnify, defend, and hold harmless the Company from any claims, damages, or expenses arising from:

• Client's breach of these Terms and Conditions
• Client's misuse of deliverables or Services
• Infringement of third-party rights due to Client-provided data or instructions
• Client's failure to comply with applicable laws and regulations

9.2 Company Indemnification: The Company agrees to indemnify Client from third-party claims alleging that Company's deliverables infringe upon intellectual property rights, provided that Client promptly notifies the Company of such claims and cooperates in the defense.

10.1 Term: The Agreement shall commence on the effective date specified in the SOW and continue until completion of Services or earlier termination.

10.2 Termination for Convenience: Either party may terminate the Agreement with thirty (30) days' written notice. Upon such termination:

• Client shall pay for all Services performed and expenses incurred up to the termination date
• Company shall deliver all completed work and work-in-progress to Client
• Both parties shall return or destroy confidential information

10.3 Termination for Cause: Either party may terminate immediately upon written notice if the other party:

• Materially breaches the Agreement and fails to cure within fifteen (15) days of written notice
• Becomes insolvent or subject to bankruptcy proceedings
• Ceases business operations

10.4 Survival: Provisions relating to confidentiality, intellectual property, payment obligations, limitation of liability, and indemnification shall survive termination.

11.1 Negotiation: In the event of any dispute, the parties agree to first attempt resolution through good faith negotiation between senior management representatives.

11.2 Mediation: If negotiation fails within thirty (30) days, parties agree to submit the dispute to mediation before a mutually agreed mediator.

11.3 Arbitration: If mediation is unsuccessful, disputes shall be resolved through binding arbitration in accordance with the Arbitration and Conciliation Act, 1996 (India). The arbitration shall be conducted by a sole arbitrator mutually appointed by both parties.

11.4 Governing Law: These Terms and Conditions shall be governed by and construed in accordance with the laws of India. The courts of Salem, Tamil Nadu, India shall have exclusive jurisdiction for any legal proceedings.

12.1 Entire Agreement: These Terms and Conditions, together with any executed Agreement or SOW, constitute the entire agreement between the parties and supersede all prior communications and agreements.

12.2 Amendments: No modification to these Terms shall be effective unless made in writing and signed by authorized representatives of both parties.

12.3 Assignment: Neither party may assign this Agreement without prior written consent of the other party, except that the Company may assign to an affiliate or successor entity.

12.4 Severability: If any provision is found invalid or unenforceable, the remaining provisions shall continue in full force and effect.

12.5 Waiver: Failure to enforce any provision shall not constitute a waiver of that provision or any other provision.

12.6 Independent Contractor: The Company is an independent contractor and not an employee, agent, or partner of the Client.

12.7 Notices: All notices shall be in writing and delivered to the addresses specified in the Agreement via email with confirmation or registered mail.

12.8 Language: These Terms are executed in English. In case of any translation, the English version shall prevail.

Our Services adhere to internationally recognized standards including:

• ISO 8000: Data Quality Management Standards for master data cataloging
• ISO 14224: Petroleum and natural gas industries equipment coding standards
• UNSPSC: United Nations Standard Products and Services Code classification
• MESC: Material and Equipment Standards Code for process industries

Compliance with these standards is subject to Client's specific requirements and scope of engagement.