- Email: [email protected]
- Website: vunexbi.com
These Terms and Conditions govern the provision of business intelligence and analytics services by VunexBI. They apply from the moment you engage us, sign a Statement of Work, or use our website. Because our work presents and analyzes your data so that you can make decisions from it, several provisions address the accuracy of source data and the proper use of analytical outputs. We ask that you read them in full before any engagement begins. By proceeding, you agree to be bound by these Terms.
I. Agreement and Acceptance
These Terms constitute the agreement between VunexBI (“we”, “us”, “our”) and the organization engaging us (“you”, “the Client”). They apply together with any Statement of Work and our Privacy Policy. Where a Statement of Work and these Terms conflict on a specific project matter, the Statement of Work governs that matter. You represent that you are at least 18 years of age and that you have authority to bind your organization to this agreement.
II. Definitions
- “Services” means our business intelligence consulting, including analytics strategy, dashboard development, data modeling, integration, reporting automation, migration, training, and managed support.
- “Statement of Work” or “SOW” means the executed brief setting out the scope, deliverables, timing, and price for an engagement.
- “Deliverables” means the dashboards, data models, semantic layers, pipelines, reports, and documentation we produce.
- “Source Data” means the data you provide or that we extract from your systems for use in the Services.
- “Source Systems” means the databases, applications, and third-party services from which Source Data is drawn, such as CRMs, ERPs, and cloud warehouses.
- “Platform” means the third-party business intelligence tool in which we work on your behalf, such as Power BI, Tableau, Looker, Qlik, or Domo.
- “Confidential Information” means non-public information disclosed by either party, including business data, pricing, and internal processes.
III. Scope of Services
Our work covers analytics strategy and planning, dashboard and model development, data integration, reporting automation, migration, and managed services. The precise scope for your engagement is set out in the SOW. We determine the methods and tools used to perform the work, in accordance with sound professional practice, unless the SOW provides otherwise. We may engage vetted specialist subcontractors where an engagement requires it, and where we do so, we remain responsible for the work and bind them to the same confidentiality and data protection obligations we owe to you. Work outside the agreed scope constitutes additional scope, requires written agreement, and may affect both cost and timing.
IV. Source Data and Your Responsibility for It
Our Deliverables present, model, and analyze Source Data. You are responsible for the accuracy, completeness, currency, and integrity of all Source Data, whether you supply it directly or we extract it from your Source Systems on your instruction.
We do not independently audit or verify the truth of Source Data unless your SOW expressly includes a data quality engagement. A dashboard reflects the data it draws upon. Where Source Data is inaccurate, incomplete, duplicated, or out of date, the resulting reports and analyses will carry the same defects, and we are not liable for conclusions drawn from data that was flawed at its origin.
V. Accuracy of Deliverables
We build data models, calculations, and visualizations in accordance with the business logic, metric definitions, and KPI specifications you provide and approve. We warrant that the Deliverables implement that agreed logic with reasonable skill and care.
We do not warrant that the metric definitions or KPIs you specify are themselves correct, complete, or appropriate for your purposes. The selection of the measures that matter to your organization is your responsibility. You are responsible for reviewing and validating the outputs against your own records before relying on them, and you should treat the period following launch as a validation phase rather than assuming immediate correctness.
VI. Insights, Analytics, and Business Decisions
Our Deliverables are decision-support tools. They present information; they do not make decisions. You are solely responsible for the business, financial, and operational decisions you make on the basis of them. Nothing we provide constitutes financial, accounting, legal, tax, or investment advice, and you should obtain advice from qualified professionals where your decisions warrant it.
VII. Predictive and AI-Driven Analytics
Where we configure forecasting, anomaly detection, natural-language query, or other predictive or AI-driven features, the outputs of those features are estimates derived from historical data and statistical or machine-learning models. Such outputs are probabilistic and may be inaccurate or misleading. Past patterns do not guarantee future results.
You must not treat any predictive or AI-generated output as a guarantee of a future outcome. These features may produce errors, and they require human judgment and validation before any reliance is placed on them. You remain responsible for the decisions you take in light of them.
VIII. Data Pipelines and Source Systems
Data pipelines and integrations depend on the availability, structure, and interfaces of your Source Systems and the third-party services they rely on. If a Source System changes its schema, its API, or its access rules, a pipeline may fail or return incorrect results. Repairing a pipeline in those circumstances constitutes additional work unless an active managed services plan covers it.
Scheduled data refreshes depend on the relevant systems being available at the scheduled time. We are not responsible for Source System downtime, rate limits, throttling, or changes outside our control, nor for any gap or delay in data caused by them.
IX. Client Cooperation
The success of an analytics engagement depends materially on your participation. You agree to provide the access we require to your Source Systems and Platform, to supply accurate data definitions and documentation in a timely manner, to designate a single decision-maker authorized to approve work and respond to queries promptly, to review each Deliverable within the period set in the SOW or, failing that, within ten business days, and to maintain the licences and seats your team requires on the Platform. Where information or access is provided late, incompletely, or inaccurately, timelines may be extended and costs may increase.
X. Data Handling, Security, and Protection
In delivering the Services, we may access significant volumes of your business data, which may include commercially sensitive information and personal data. We apply reasonable technical and organizational measures to protect that data while it is in our care and restrict access to personnel who require it.
Where we process personal data on your behalf, we act as your processor and handle that data in accordance with applicable data protection law, including the GDPR and the CCPA where they apply. You act as the controller and remain responsible for the lawful basis for that processing and for any required consents and notices. Where data is stored in a cloud warehouse or Platform, that environment is operated by a third party and is subject to its own terms and security model. Where a data processing agreement is required between the parties, we will enter into one, and it shall apply alongside these Terms.
XI. Confidentiality
Each party shall protect the other’s Confidential Information and use it only for the purposes of the engagement. This obligation does not extend to information that is or becomes public through no fault of the receiving party, was already known to it, was independently developed, or was lawfully obtained from a third party without restriction. The obligation survives for two years following the end of the engagement, and indefinitely in respect of any trade secret.
XII. Third-Party Platforms
We configure and operate third-party business intelligence platforms, but we do not own or control them. Those vendors set their own pricing, modify their features, and may experience outages, in each case outside our control. Where a vendor changes or withdraws functionality on which a Deliverable depends, any resulting remediation constitutes additional work rather than a defect in our Deliverables. Your contracts and payments with each Platform vendor remain your responsibility.
XIII. Fees and Payment
Fees are set out in the SOW or invoice prior to the commencement of work. Additional scope is quoted separately and provided before such work begins. Invoices are due within fourteen days of the invoice date unless the SOW provides otherwise, and any deposit, where it applies, is non-refundable. Overdue invoices accrue interest at 1.5% per month, or the maximum rate permitted by law if lower. We may suspend work on any account more than fifteen days past due, and such suspension does not discharge amounts already owed. Payments are non-refundable once work has commenced. You are responsible for all applicable taxes and for any pre-approved out-of-pocket expenses we incur.
XIV. Revisions and Acceptance
Each Deliverable includes up to two rounds of revision at no additional charge unless the SOW specifies otherwise. Revision requests must be submitted in writing and must clearly identify the changes sought. Additional rounds are billed at our standard hourly rate. If you provide no written feedback within ten business days of delivery, the Deliverable is deemed accepted, without prejudice to your responsibility under Section V to validate outputs against your own records.
XV. Intellectual Property
Our frameworks, modeling patterns, dashboard templates, and methods remain our exclusive property and are not transferred to you. Upon receipt of payment in full, you are granted a perpetual, non-exclusive, non-transferable licence to use the final Deliverables within your business. Your data and pre-existing materials remain yours, and you grant us a limited licence to use them solely to perform the Services. We may reference the engagement in anonymized form for our portfolio unless you instruct us otherwise in writing.
XVI. No Guarantee of Outcomes
Our role is to deliver analytics systems that support better-informed decisions. We make no guarantee as to revenue, cost savings, efficiency, or any other business outcome arising from your use of the Deliverables. Such results depend on the quality of your data, the decisions you make, and numerous factors outside our control. Any figures or examples we provide are illustrative only and do not constitute a commitment.
XVII. Limitation of Liability
To the maximum extent permitted by law, our total aggregate liability arising out of or in connection with these Terms, any SOW, or the Services shall not exceed the fees paid by you to us in the twelve months preceding the event giving rise to the claim, or one hundred US dollars where no fees have been paid. We shall not be liable for any indirect, incidental, special, or consequential loss, including loss of profit, loss of revenue, loss or corruption of data, business interruption, or losses arising from decisions made on the basis of the Deliverables, even if advised of the possibility of such loss. Where applicable law prohibits these limitations, our liability shall be limited to the minimum extent permitted by that law.
XVIII. Disclaimers and Warranties
Our website and any digital resources we provide are offered on an “as is” and “as available” basis, without warranty of any kind. To the maximum extent permitted by law, we disclaim all implied warranties, including those of merchantability, fitness for a particular purpose, and non-infringement. We warrant only that the Services will be performed with reasonable skill and care, and this is your sole and exclusive warranty in respect of the Services.
XIX. Indemnification
You agree to indemnify and hold harmless us, our personnel, and our subcontractors against any claim, loss, or cost, including reasonable legal fees, arising out of your use of the Services or Deliverables, the Source Data you provide, decisions made on the basis of the Deliverables, your breach of these Terms, or any infringement of third-party rights by materials you provide.
XX. Term and Termination
These Terms take effect upon your first use of the Services or first executed SOW and continue until all active SOWs have been completed, unless terminated earlier. Either party may terminate an engagement on thirty days’ written notice, in which case you shall pay for all completed work and committed costs. Either party may terminate immediately, on written notice, if the other materially breaches these Terms and fails to cure within fifteen days of notice, or becomes insolvent or ceases to trade. On termination, we will, at your written request made within thirty days, return or delete the Source Data in our possession, save where retention is required by law. The provisions relating to intellectual property, confidentiality, data protection, limitation of liability, indemnification, and dispute resolution survive termination.
XXI. Non-Solicitation and Independent Contractor Status
For twelve months following the end of an engagement, neither party shall directly solicit the personnel of the other who were involved in it, without prior written consent. General public advertisements are excluded from this restriction. We act as an independent contractor, and nothing in these Terms creates an employment, partnership, or agency relationship between the parties.
XXII. Force Majeure
Neither party shall be liable for any delay or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, pandemics, government action, war, labor disputes, power or network failures, cyberattacks, or outages affecting the Source Systems or business intelligence platforms on which we rely. The affected party shall notify the other promptly and take reasonable steps to limit the impact.
XXIII. Governing Law and Disputes
These Terms are governed by and construed in accordance with the laws of [Insert Governing State / Country], without regard to its conflict-of-laws principles. The parties shall first seek to resolve any dispute through good-faith negotiation. If the dispute is not resolved within thirty days of written notice, it shall be referred to binding arbitration at [Insert Arbitration Location] under the rules of the relevant arbitration body. The prevailing party shall be entitled to recover its reasonable legal fees and costs.
XXIV. General Provisions
If any provision of these Terms is held unenforceable, the remaining provisions shall remain in full force and the affected provision shall be modified to the minimum extent necessary to render it enforceable. A failure to enforce any right shall not constitute a waiver of it. You may not assign your rights without our prior written consent, although we may assign ours to a successor entity. These Terms, together with any SOW and our Privacy Policy, constitute the entire agreement between the parties and supersede all prior understandings on the same subject matter. We may amend these Terms from time to time and will provide at least thirty days’ notice of any material change; continued use of the Services constitutes acceptance. Where we provide a translation, the English version shall prevail.
XXV. Contact Us
For any question concerning these Terms, please contact us: [email protected]
