DarkMatter Technologies — Build, Support & Collaboration Service Terms
These Service Terms apply when DarkMatter Technologies (“DarkMatter”) agrees in writing to provide custom build work, technical support, maintenance, AI/automation work, design or development work, product collaboration, or another professional technology service to the customer identified in a signed Statement of Work (“Customer”). DarkMatter Technologies Pvt. Ltd. is the preferred future legal name and is not represented as registered until government registration is complete.
Order of Precedence: The signed Statement of Work (“SOW”) and any signed Data Processing Addendum (“DPA”) control over these Service Terms if there is a conflict. A proposal, website inquiry, or informal message is not an SOW unless both parties expressly accept it as one.
1. Scope and delivery
The SOW will describe the services, deliverables, milestones, dependencies, fees, assumptions, acceptance criteria, support level, and target dates. DarkMatter may use employees and approved contractors to perform the services. DarkMatter does not promise a result, launch date, integration, performance level, or feature unless it is expressly included in the SOW.
Customer will provide timely access, content, decisions, approvals, credentials, test data, and other dependencies identified in the SOW. Delays caused by missing dependencies may extend dates and increase fees where the SOW allows.
2. Changes
Either party may request a change. A change is binding only when documented in writing with its effect on scope, fees, schedule, acceptance, and support. DarkMatter is not required to perform out-of-scope work without an approved change order.
3. Fees, taxes, and payment
Customer will pay the fees and expenses stated in the SOW. DarkMatter prices services by category and project requirements; pricing is discussed individually and is not guaranteed by the public website. Unless the SOW says otherwise, invoices are due according to the milestone or payment schedule stated in the SOW. Fees exclude taxes, duties, third-party charges, hosting, licences, app-store charges, usage charges, and other pass-through costs unless expressly included.
Late undisputed amounts may accrue interest at the lower of 1.5% per month or the maximum rate permitted by law. DarkMatter may pause work after written notice if undisputed invoices remain unpaid.
4. Acceptance
If the SOW includes an acceptance process, Customer will test each deliverable against the stated acceptance criteria and either accept it or provide a specific written rejection within 7 days. DarkMatter will correct a valid non-conformity and resubmit the deliverable. A deliverable is deemed accepted if Customer uses it in production, approves it in writing, or does not provide a specific rejection within the agreed period.
5. Customer materials and responsibilities
Customer owns or has the right to provide all data, content, software, brand assets, instructions, and other materials it supplies (“Customer Materials”). Customer authorizes DarkMatter to use Customer Materials only to perform the services. Customer is responsible for accuracy, legality, permissions, backups, and third-party rights in Customer Materials.
Customer must not provide unnecessary personal data, payment credentials, authentication secrets, or regulated data unless the parties have agreed the required controls and documentation in writing.
6. Intellectual property
Each party retains its pre-existing materials, tools, know-how, templates, libraries, processes, and intellectual property. DarkMatter retains ownership of its general skills, reusable components, frameworks, utilities, and know-how that are not uniquely created for Customer.
Unless the SOW says otherwise and subject to payment in full, DarkMatter grants Customer the rights or assigns the rights expressly stated in the SOW for final bespoke deliverables. Customer receives no ownership of DarkMatter’s background technology or third-party materials. Open-source and third-party components remain subject to their own licences.
Customer grants DarkMatter a limited licence to use Customer Materials to provide, support, secure, and improve the services, and to comply with law.
7. Confidentiality
Each party may receive non-public information of the other party (“Confidential Information”). The receiving party will use it only for the engagement, protect it with reasonable care, and disclose it only to people who need to know and are bound by confidentiality duties. Confidential Information does not include information that is public without breach, already known without duty, independently developed, or lawfully received from another source.
If a separate NDA exists, it controls confidentiality. A party may disclose Confidential Information where legally required after giving notice where lawful and reasonably possible.
8. Personal data and security
If DarkMatter processes personal data on Customer’s behalf, the parties will execute a Data Processing Addendum (DPA) or include equivalent terms before that processing begins. The Customer remains responsible for the lawfulness of instructions and data, and DarkMatter will process such data only for documented purposes. DarkMatter will use reasonable administrative, technical, and organizational safeguards appropriate to the agreed service.
Customer remains responsible for access permissions, endpoint security, credentials, backup decisions, configuration choices, and lawful use of the delivered system unless the SOW expressly assigns those responsibilities to DarkMatter.
9. Warranties and support
DarkMatter warrants that it will perform the services in a professional and workmanlike manner. Any additional warranty, service level, response time, uptime commitment, maintenance window, or remediation period must be stated in the SOW or support plan.
Except for express warranties in the SOW, the services and deliverables are provided without implied warranties to the fullest extent permitted by law. DarkMatter does not warrant uninterrupted operation, error-free software, compatibility with every environment, or that a system will prevent all security incidents.
10. Third-party services
Customer may need third-party hosting, APIs, domains, app stores, payment providers, AI models, analytics, or other services. Their terms, pricing, availability, data handling, and security are controlled by the third party. DarkMatter is not responsible for third-party changes unless the SOW expressly says otherwise.
11. Termination
Either party may terminate an SOW for material breach that is not cured within 15 days after written notice. A party may terminate immediately if the other party becomes insolvent or continued performance would be unlawful. Customer will pay for accepted work, work in progress, approved expenses, and non-cancellable commitments through the termination date.
On termination, each party will return or delete the other’s Confidential Information subject to legal retention and backup processes. Customer’s licences to paid deliverables become effective only after all due amounts are paid.
12. Limitation of liability
To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive loss, or loss of profits, revenue, data, or goodwill. Each party’s total liability under an SOW will not exceed the fees paid or payable under that SOW during the 12 months before the event giving rise to the claim.
The cap does not apply to payment obligations, breach of confidentiality, infringement or misappropriation of the other party’s intellectual property, fraud, wilful misconduct, or liability that cannot lawfully be limited. Have counsel adjust this allocation for the actual project and jurisdiction.
13. General
The parties are independent contractors. Neither party may bind the other. Neither party may assign an SOW without the other’s written consent except in a merger or sale of substantially all assets, subject to the SOW. Neither party is liable for delay caused by events beyond reasonable control. Notices must be sent to the contacts in the SOW.
14. Governing law
The governing law and dispute venue are the ones stated in the SOW or, if absent, the laws of India and courts located in Sri Ganganagar, Rajasthan, India, subject to mandatory applicable law. Have Indian counsel confirm this clause before using it in a signed contract.