Terms of Service
The legal agreement governing your use of Divenza's website, products, and services.
These Terms of Service (“Terms”) constitute a legally binding agreement between you (“you”, “your”, or “Client”) and Divenza Pvt Ltd (“we”, “us”, “our”, or “Divenza”), governing your access to and use of our website www.divenzainc.com, our products (including DI Seller, DI Tech Cloud, and DI POS Cloud), services, and any related offerings (collectively, the “Services”). By accessing or using the Website or Services, you agree to be bound by these Terms. If you do not agree, do not access or use the Website or Services.
Services Overview
Divenza provides IT and digital solutions, including but not limited to:
Specific scope, deliverables, timelines, fees, and milestones are defined in separate proposals, order forms, statements of work (“SOW”), or agreements (“Project Agreements”). In case of conflict, the Project Agreement prevails over these Terms.
Eligibility and Accounts
You must be at least 18 years old (or the age of majority in your jurisdiction) to use the Services. If using Services for a business, you represent you have authority to bind it.
For account-based Services (e.g., DI Seller, DI POS Cloud client portals), you agree to:
- Provide accurate, current information
- Maintain confidentiality of login credentials
- Notify us immediately of unauthorized access
We reserve the right to suspend or terminate accounts for violations.
Use of Services
You agree to use the Services only for lawful purposes and in compliance with these Terms and applicable laws (including Sri Lanka’s Personal Data Protection Act No. 9 of 2022).
You shall not:
- Reverse engineer, decompile, disassemble, or attempt to derive source code
- Use the Services to infringe intellectual property, violate privacy, or transmit harmful code
- Overload, interfere with, or disrupt the Services
- Use automated means (bots, scrapers) without permission
- Resell or sublicense the Services without written consent
AI-Related Services
Outputs from AI features are probabilistic and may contain inaccuracies. You are responsible for reviewing, verifying, and using any AI-generated content appropriately. Do not use AI outputs to train competing models or represent them as human-generated without disclosure.
Intellectual Property
Our IP
We (or our licensors) own all rights, title, and interest in the Services, underlying code, designs, trademarks, and pre-existing materials. We grant you a limited, non-exclusive, non-transferable license to use the Services during the applicable term solely for your internal business purposes.
Your IP
You retain ownership of your pre-existing materials and any content you provide ("Client Materials"). You grant us a limited license to use Client Materials as necessary to provide the Services.
Work Product
Unless otherwise specified in a Project Agreement, upon full payment, we assign ownership of custom deliverables (e.g., final code, designs) to you, excluding our pre-existing tools, frameworks, or generic components (which we license to you on a perpetual, non-exclusive basis).
Payments and Fees
- Fees are specified in Project Agreements or on the Website (for subscription products like DI Seller plans).
- Payments are due as invoiced (e.g., upfront deposits, milestones, monthly subscriptions).
- Late payments incur interest at 1.5% per month or the maximum allowed by law.
- All fees exclude taxes; you are responsible for applicable taxes.
- Subscription renewals are automatic unless canceled per the terms.
- Refunds are generally non-refundable except as explicitly stated in a Project Agreement.
Term and Termination
- Website/Services Access: Ongoing until terminated by either party.
- Project Agreements: Term as specified; may include initial term + auto-renewal.
- We may suspend/terminate access for non-payment, breach, or illegal use.
Upon termination: Pay all outstanding fees; cease use; return/destroy confidential information.
Warranties and Disclaimers
We warrant that Services will be provided with reasonable skill and care. For custom development, we warrant deliverables will substantially conform to agreed specifications for a limited warranty period (typically 30–90 days post-delivery, as per SOW).
Disclaimer
EXCEPT AS EXPRESSLY PROVIDED, SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND (EXPRESS OR IMPLIED), INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. AI outputs are not guaranteed accurate or error-free due to their probabilistic nature.
Limitation of Liability
To the maximum extent permitted by law, Divenza’s total liability shall not exceed the fees paid in the 12 months preceding the claim.
We are not liable for indirect, consequential, incidental, special, or punitive damages (lost profits, data loss, business interruption), even if advised of the possibility.
Indemnification
- You agree to indemnify us against claims arising from your breach, Client Materials, or misuse of Services.
- We indemnify you against claims that Services infringe third-party IP (subject to prompt notice and cooperation).
Confidentiality
Each party agrees to keep the other’s confidential information secure and use it only for the purpose of these Terms/Project Agreements.
Governing Law and Dispute Resolution
These Terms are governed by the laws of the Democratic Socialist Republic of Sri Lanka, without regard to conflict of laws principles.
Any disputes shall be resolved exclusively in the courts of Colombo, Sri Lanka.
Changes to Terms
We may update these Terms. Changes will be posted here with an updated date. Continued use constitutes acceptance. Significant changes may be notified via email or Website notice.
Miscellaneous
Entire Agreement
These Terms + Project Agreements constitute the full agreement.
Severability
Invalid provisions do not affect others.
Force Majeure
Not liable for delays due to events beyond our control.
Assignment
You may not assign without consent; we may assign to affiliates/successors.
No Waiver
Failure to enforce does not waive rights.
Contact Us
Questions about these Terms? Contact us at: contact@divenzainc.com. Thank you for choosing Divenza. We look forward to partnering for your success!
Still have questions?
Reach out and we'll respond within 30 days as required by applicable law.