Terms and Conditions

1. Legal Agreement and Binding Nature

These Terms and Conditions constitute a legally binding agreement between you (the "Client" or "User") and DataWise (the "Company," "we," "us," or "our"). By accessing our website, engaging our services, or entering into a service agreement with us, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.

If you are entering into this agreement on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these terms. In such cases, "you" and "your" refer to that organization.

If you do not agree with any provision of these Terms and Conditions, you must not use our website or services. Your continued use of our services following any amendments to these terms indicates your acceptance of the modified terms.

2. Scope of Agreement

These Terms and Conditions apply to all interactions with DataWise, including website usage, service inquiries, consultations, and formal service engagements. Specific service deliverables, timelines, and commercial terms are detailed in individual service agreements or statements of work, which supplement but do not replace these general Terms and Conditions.

In the event of any conflict between these Terms and Conditions and a specific service agreement, the service agreement shall take precedence regarding matters specifically addressed therein.

3. User Obligations and Legal Responsibilities

3.1 Compliance with Laws and Regulations

You agree to comply with all applicable local, national, and international laws and regulations when using our services, including but not limited to:

• Data protection and privacy laws (including GDPR and Cyprus data protection regulations)
• Intellectual property laws and regulations
• Business and commercial laws applicable to your jurisdiction
• Export control and sanctions regulations
• Anti-corruption and anti-bribery laws
• Tax and financial reporting requirements

3.2 Data Provision Obligations

When engaging our data analysis services, you represent and warrant that:

• You have the legal right and authority to provide us with all data you share
• The data does not violate any third-party rights or confidentiality obligations
• You have obtained all necessary consents for us to process the data
• The data is accurate, complete, and not misleading to the best of your knowledge
• You will promptly notify us of any data quality issues or corrections needed

3.3 Professional Conduct Requirements

You agree to maintain professional conduct in all interactions with DataWise, including:

• Providing truthful and accurate information in all communications
• Treating our staff with respect and courtesy
• Responding to reasonable requests for information or feedback in a timely manner
• Honoring payment obligations according to agreed schedules
• Maintaining confidentiality of any proprietary information disclosed to you
• Not attempting to recruit or solicit our employees during and for twelve months after service engagement

3.4 Prohibited Activities

You expressly agree not to:

• Use our services for any unlawful or fraudulent purpose
• Attempt to reverse engineer, decompile, or extract proprietary methodologies or tools
• Share, resell, or redistribute our services or deliverables without authorization
• Impersonate any person or entity or misrepresent your affiliation
• Interfere with or disrupt our systems, networks, or services
• Access areas of our systems or data not intended for your use
• Transmit viruses, malware, or other harmful code
• Violate the rights of third parties through your use of our services

4. Indemnification Obligations

You agree to indemnify, defend, and hold harmless DataWise, its officers, directors, employees, contractors, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• Your violation of these Terms and Conditions
• Your violation of any law or regulation
• Your violation of any rights of third parties
• Any false or misleading information you provide
• Your misuse of our services or deliverables
• Implementation decisions you make based on our analysis or recommendations
• Any data you provide that infringes third-party rights or violates applicable laws

5. Liability and Warranties

5.1 Disclaimer of Warranties

To the maximum extent permitted by applicable law, our services are provided on an "as is" and "as available" basis without warranties of any kind, either express or implied. We disclaim all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, and accuracy.

We do not warrant that our services will be uninterrupted, error-free, or free from viruses or other harmful components. We make no guarantees regarding specific business outcomes, financial results, or operational improvements resulting from our services.

5.2 Professional Services Disclaimer

Our data analysis services involve professional judgment and interpretation. While we apply industry-standard methodologies and exercise reasonable care, we cannot guarantee the accuracy, completeness, or applicability of our analysis to your specific situation. You acknowledge that:

• Data analysis results depend on data quality, completeness, and context
• Statistical models and predictions have inherent limitations and uncertainties
• Past patterns and trends do not guarantee future results
• Implementation of recommendations requires adaptation to your specific circumstances
• You retain full responsibility for business decisions based on our analysis

5.3 Limitation of Liability

To the fullest extent permitted by applicable law, DataWise shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to:

• Loss of profits, revenue, or business opportunities
• Loss of data or information
• Business interruption or operational delays
• Loss of goodwill or reputation
• Cost of substitute services or products
• Any other commercial damages or losses

Our aggregate liability for all claims arising from or related to our services shall not exceed the total amount paid by you to DataWise for the specific services giving rise to the liability during the twelve months immediately preceding the claim.

5.4 Exceptions to Limitations

Nothing in these Terms and Conditions shall exclude or limit our liability for:

• Death or personal injury caused by our negligence
• Fraud or fraudulent misrepresentation
• Gross negligence or willful misconduct
• Any other liability that cannot be excluded or limited under applicable law

6. Intellectual Property and Proprietary Rights

All intellectual property rights in our methodologies, tools, processes, templates, software, and general knowledge base remain the exclusive property of DataWise. Client-specific deliverables created pursuant to paid engagements are subject to the ownership and licensing terms specified in individual service agreements.

You may not use, reproduce, modify, or create derivative works from our proprietary materials except as expressly authorized in a service agreement.

7. Data Protection and Privacy

We are committed to protecting your personal data and privacy in accordance with applicable data protection laws, including GDPR. Our collection, use, and protection of personal information are detailed in our Privacy Policy, which forms an integral part of these Terms and Conditions.

By using our services, you acknowledge that you have read and understood our Privacy Policy and consent to our data processing practices as described therein.

8. Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond their reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, government actions, labor disputes, epidemics or pandemics, power failures, internet service disruptions, or any other force majeure events.

In the event of force majeure, the affected party shall notify the other party promptly and make reasonable efforts to resume performance. If the force majeure event continues for more than sixty days, either party may terminate the affected service engagement without liability.

9. Termination

We reserve the right to suspend or terminate your access to our services immediately, without prior notice, if you violate these Terms and Conditions or engage in conduct that we determine to be harmful to our business, other users, or third parties.

Upon termination, you must cease all use of our services and destroy any confidential or proprietary materials in your possession. Provisions of these Terms and Conditions that by their nature should survive termination shall remain in effect, including indemnification obligations, liability limitations, and dispute resolution provisions.

Termination of general website access does not automatically terminate ongoing service agreements, which are governed by their specific terms.

10. Governing Law and Dispute Resolution

10.1 Governing Law

These Terms and Conditions and any disputes arising from or related to them shall be governed by and construed in accordance with the laws of the Republic of Cyprus, without regard to its conflict of law provisions.

10.2 Jurisdiction

Subject to the arbitration provisions below, both parties irrevocably submit to the exclusive jurisdiction of the courts of Nicosia, Cyprus for the resolution of any disputes arising from these Terms and Conditions.

10.3 Dispute Resolution Procedures

In the event of any dispute, claim, or controversy arising from these Terms and Conditions, the parties agree to first attempt resolution through good-faith negotiation. If negotiation does not resolve the dispute within thirty days, either party may pursue formal legal remedies.

For disputes involving service agreements exceeding €25,000 in value, the parties may agree to submit the matter to binding arbitration in accordance with the rules of the Cyprus Arbitration and Mediation Centre.

11. Severability and Entire Agreement

11.1 Severability Clause

If any provision of these Terms and Conditions is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if such modification is not possible, the provision shall be severed from these Terms and Conditions. The validity, legality, and enforceability of the remaining provisions shall not be affected or impaired.

11.2 Entire Agreement

These Terms and Conditions, together with our Privacy Policy and any specific service agreements you enter into with us, constitute the entire agreement between you and DataWise regarding your use of our services and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, both written and oral.

11.3 No Waiver

Our failure to enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision. No waiver shall be effective unless made in writing and signed by an authorized representative of DataWise.

12. Assignment and Transfer

You may not assign, transfer, or delegate any of your rights or obligations under these Terms and Conditions without our prior written consent. We may assign or transfer our rights and obligations under these Terms and Conditions to any affiliate, successor entity, or purchaser of our business without your consent.

Any attempted assignment or transfer in violation of this section shall be null and void.

13. Modifications to Terms

We reserve the right to modify, amend, or update these Terms and Conditions at any time. Material changes will be communicated through prominent notices on our website or direct notification to active clients. The "Last Updated" date at the top of this document indicates when the most recent modifications were made.

Your continued use of our services after the effective date of any modifications constitutes your acceptance of the updated Terms and Conditions. If you do not agree with the modifications, you should discontinue use of our services.

Modifications to these general Terms and Conditions do not automatically modify the terms of existing service agreements unless specifically stated.