Terms of Service

These Terms of Service ("Terms") govern your access to and use of the website located at https://www.tanoona.com and the IT consulting, ERP implementation, managed services, and related professional services (collectively, "Services") provided by Tanoona Consulting Services Private Limited ("Tanoona", "we", "our", or "us").

By accessing our website or engaging our Services, you ("Client" or "you") agree to be bound by these Terms. If you do not agree, please do not use our website or Services. For engagements governed by a separate signed Statement of Work or Master Services Agreement, those documents shall take precedence over these Terms to the extent of any conflict.

1. Services

Tanoona provides enterprise IT consulting services including, but not limited to:

• Oracle ERP consulting and implementation (JD Edwards, Oracle Fusion Cloud SaaS/PaaS, Oracle EBS R12)
• Deltek Vantagepoint implementation and support
• IT consulting and technology strategy
• Digital transformation advisory and delivery
• Cloud solutions and migration services
• Software development and system integration
• Managed IT services and application managed services (AMS)

The specific scope, deliverables, timelines, and fees for each engagement are defined in a separate Statement of Work ("SOW") or proposal agreed in writing between Tanoona and the Client.

2. Use of Website

You agree to use our website only for lawful purposes and in a manner that does not infringe the rights of others. You must not:

• Use the website in any way that violates applicable local, national, or international laws or regulations.
• Transmit unsolicited commercial communications (spam).
• Attempt to gain unauthorised access to any part of our website, servers, or systems.
• Introduce viruses, trojans, worms, or other malicious or technologically harmful material.
• Scrape, crawl, or harvest content from our website without prior written consent.

3. Intellectual Property

All content on our website — including text, graphics, logos, images, and software — is the property of Tanoona or its licensors and is protected by applicable intellectual property laws. You may not reproduce, distribute, modify, or create derivative works without our prior written consent.

With respect to deliverables produced under an engagement, ownership of intellectual property shall be as agreed in the applicable SOW. Unless otherwise specified, Tanoona retains ownership of all pre-existing methodologies, tools, frameworks, and know-how, and grants the Client a non-exclusive licence to use deliverables for their internal business purposes.

4. Confidentiality

Each party agrees to keep confidential all non-public information disclosed by the other party in connection with an engagement, and to use such information solely for the purpose of performing obligations under the applicable SOW. This obligation survives termination of the engagement for a period of three (3) years, unless a separate Non-Disclosure Agreement specifies otherwise. Confidentiality obligations do not apply to information that is publicly available, independently developed, or required to be disclosed by law.

5. Fees & Payment

Fees for Services are as set out in the applicable SOW or proposal. Unless otherwise agreed:

• Invoices are payable within thirty (30) days of the invoice date.
• Late payments may attract interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.
• All fees are exclusive of applicable taxes (including GST), which shall be charged in addition at the prevailing rate.
• Tanoona reserves the right to suspend Services if invoices remain unpaid beyond the due date after written notice.

6. Client Responsibilities

To enable Tanoona to deliver the Services effectively, the Client agrees to:

• Provide timely access to systems, data, personnel, and facilities as reasonably required.
• Designate a project sponsor or point of contact with authority to make decisions.
• Review and approve deliverables within agreed timelines.
• Ensure that information provided to Tanoona is accurate and complete.
• Obtain any third-party licences, consents, or approvals required for the engagement.

Delays caused by the Client's failure to meet these responsibilities may result in revised timelines and additional fees.

7. Warranties & Disclaimers

Tanoona warrants that Services will be performed with reasonable skill and care by qualified professionals. Tanoona does not warrant that the website will be uninterrupted, error-free, or free of viruses.

To the fullest extent permitted by law, the website and its content are provided "as is" without warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement.

8. Limitation of Liability

To the maximum extent permitted by applicable law, Tanoona shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, goodwill, or business opportunity, arising out of or in connection with these Terms or the Services.

Tanoona's total aggregate liability to the Client for any claim arising under or in connection with an engagement shall not exceed the total fees paid by the Client to Tanoona in the three (3) months immediately preceding the event giving rise to the claim, unless otherwise agreed in the applicable SOW.

9. Indemnification

The Client agrees to indemnify, defend, and hold harmless Tanoona and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in connection with: (a) the Client's use of the website or Services; (b) the Client's breach of these Terms; or (c) the Client's violation of any third-party rights.

10. Term & Termination

These Terms remain in effect for as long as you use our website or engage our Services. Either party may terminate an engagement as specified in the applicable SOW. In the absence of specific termination provisions, either party may terminate with thirty (30) days' written notice.

Upon termination, the Client shall pay all fees for Services rendered up to the termination date. Provisions relating to confidentiality, intellectual property, limitation of liability, and governing law shall survive termination.

11. Force Majeure

Neither party shall be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, government action, power failures, or internet outages. The affected party shall notify the other promptly and use reasonable efforts to resume performance as soon as practicable.

12. Governing Law & Dispute Resolution

These Terms are governed by and construed in accordance with the laws of India, without regard to its conflict of law provisions.

Any dispute arising out of or in connection with these Terms or the Services shall first be referred to senior management of both parties for good-faith resolution. If unresolved within thirty (30) days, the dispute shall be submitted to binding arbitration in Bengaluru, Karnataka, India, in accordance with the Arbitration and Conciliation Act, 1996. The language of arbitration shall be English.

Subject to the above, the courts of Bengaluru, Karnataka shall have exclusive jurisdiction.

13. Changes to These Terms

We reserve the right to update these Terms at any time. We will post the revised Terms on this page with an updated effective date. Your continued use of our website or Services after changes are posted constitutes your acceptance of the revised Terms. We encourage you to review these Terms periodically.

14. Severability & Entire Agreement

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. These Terms, together with any applicable SOW or Master Services Agreement, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, representations, and understandings.

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