Terms of use
for our services.

Acceptance of terms

By accessing the Capitage Global website (capitageglobal.com), engaging us under a Statement of Work, or using any of our products — including Dzzel, CapMed, and CapAd — you agree to be bound by these Terms & Conditions ("Terms"). If you do not agree, do not use the Services.

These Terms form a binding contract between you ("Client", "User", "you") and Capitage Global (OPC) Pvt Ltd, a One Person Company incorporated in India ("Capitage", "we", "us", "our").

Definitions

• Services — all engineering services, consulting, deliverables, and professional work performed by Capitage under an SOW.
• Products — Capitage-owned SaaS platforms, including Dzzel, CapMed, and CapAd, made available on a subscription basis.
• SOW / Order Form — a written statement of work, proposal, or order form signed by both parties that scopes a specific engagement or subscription.
• Deliverables — code, designs, documents, configurations, and other work product created for the Client under an SOW.
• Client Materials — data, content, assets, credentials, or systems supplied by the Client for use in the Services.
• Confidential Information — non-public information disclosed by either party that is marked confidential or would reasonably be understood as such.

Scope of services

Capitage offers, in two tracks:

• Studio — custom software, enterprise web platforms, mobile applications, AI agents, cloud and data engineering, and related professional services.
• Products — subscription access to Dzzel (automobile platform for dealers and buyers), CapMed (healthcare workflows), and CapAd (ad intelligence) once each is generally available.

The specific Services and Products you receive, the timeline, milestones, acceptance criteria, and fees are governed by the applicable SOW or Order Form. In the event of a conflict between these Terms and an SOW, the SOW prevails for that engagement.

Engagements & statements of work

Scoping

An engagement begins on signature of an SOW. Each SOW defines deliverables, milestones, assumptions, dependencies, and price. Work outside an SOW's scope is treated as a Change Request and requires a written amendment before it is billable or deliverable.

Client responsibilities

• Provide timely access to systems, repositories, stakeholders, and decision-makers necessary for the work.
• Designate a primary point of contact authorised to approve deliverables and changes.
• Supply Client Materials free of third-party rights conflicts.
• Review deliverables and provide written acceptance or specific feedback within the review window stated in the SOW (default: 7 business days).

Acceptance

A deliverable is deemed accepted on the earlier of (i) written acceptance, or (ii) expiry of the review window with no specific written objection.

Fees & payment

• Currency & taxes: Fees are stated in the SOW's currency and are exclusive of GST, VAT, withholding, and other applicable taxes, which the Client bears.
• Invoicing: Capitage invoices on the schedule defined in the SOW — typically a deposit on kickoff, followed by milestone or monthly invoices.
• Payment terms: Net 15 days from the invoice date, unless the SOW specifies otherwise.
• Late payment: Overdue amounts accrue interest at 1.5% per month (or the maximum rate permitted by law, whichever is lower). Capitage may suspend Services on accounts more than 30 days overdue, with written notice.
• Expenses: Pre-approved travel and out-of-pocket expenses are reimbursable at cost.
• Subscriptions: Product subscriptions auto-renew for successive terms unless cancelled before the renewal date stated in the Order Form. Fees paid are non-refundable except as expressly stated.
• Disputed invoices: The Client must notify Capitage in writing of any disputed amount within 10 business days of the invoice date, with specifics. Undisputed amounts remain payable.

Accounts & eligibility

To use our Products you must (i) be at least 18 years old or the age of legal majority in your jurisdiction, (ii) have authority to bind the entity you represent, and (iii) provide accurate registration details. You are responsible for safeguarding credentials and for all activity under your account.

You must notify security@capitageglobal.com immediately of any suspected unauthorised access. Capitage is not liable for loss arising from your failure to keep credentials secure.

Acceptable use

You agree not to, and not to permit any third party to:

• Reverse engineer, decompile, or attempt to derive source code from the Products, except to the extent permitted by law.
• Use the Services to build a competing product, scrape or mirror our content, or benchmark for publication without written consent.
• Upload malicious code, attempt to disrupt the Services, or probe security beyond what's documented in our responsible disclosure policy.
• Use the Services in violation of applicable export-control, sanctions, anti-bribery, or data-protection laws.
• Use the Services to process data you are not legally entitled to process, or to send unsolicited communications.
• Resell, sublicense, or share access keys with parties outside your organisation.

Intellectual property

Our IP

Capitage retains all right, title, and interest in and to (i) the Products, (ii) our pre-existing tools, libraries, frameworks, and methodologies ("Background IP"), and (iii) generic, reusable components created during an engagement. Nothing in these Terms transfers ownership of our Background IP.

Deliverables

Subject to full payment of fees, Capitage assigns to the Client all right, title, and interest in the bespoke Deliverables created specifically for the Client under an SOW, excluding any Background IP embedded in them. Capitage grants the Client a perpetual, worldwide, non-exclusive, royalty-free licence to use such Background IP solely as integrated into the Deliverables.

Client Materials

The Client retains ownership of Client Materials and grants Capitage a non-exclusive licence to use them strictly for the purpose of providing the Services.

Feedback

Any feedback, suggestions, or improvement ideas you share with us about the Services may be used by Capitage without restriction or obligation.

Confidentiality

Each party will (i) use Confidential Information only to perform under these Terms, (ii) protect it with the same care it uses for its own confidential information (and no less than reasonable care), and (iii) limit access to personnel with a need to know who are bound by confidentiality obligations.

Obligations do not apply to information that is publicly known through no breach, independently developed, lawfully received from a third party without restriction, or required to be disclosed by law (with prompt notice where permitted). Confidentiality obligations survive termination for three (3) years, except for trade secrets, which are protected for as long as they remain trade secrets.

Data protection

Where Capitage processes personal data on behalf of the Client, the parties will execute a Data Processing Agreement consistent with India's Digital Personal Data Protection Act, 2023 and, where applicable, the EU GDPR and UK GDPR. Our handling of personal data collected directly from website visitors and Product users is described in our Privacy Policy, which is incorporated into these Terms by reference.

The Client is responsible for the lawful basis on which it instructs us to process personal data and for obtaining the consents necessary from data subjects.

Third-party services

The Services may interoperate with or rely on third-party platforms (cloud providers, AI model APIs, analytics, payment processors). Use of those services is governed by their own terms. Capitage is not responsible for their availability, security, or content. Where a third-party service is critical to a deliverable, we will name it in the SOW.

Warranties & disclaimers

Mutual warranties

Each party warrants that it has the authority to enter into these Terms and that performance will not breach any other agreement.

Service warranty

Capitage warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards. If a deliverable does not conform, the Client's exclusive remedy is for Capitage to re-perform the non-conforming portion at no additional cost, provided written notice is given within 30 days of acceptance.

Disclaimer

EXCEPT AS EXPRESSLY STATED, THE SERVICES AND PRODUCTS ARE PROVIDED "AS IS" AND "AS AVAILABLE". CAPITAGE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

Limitation of liability

To the maximum extent permitted by law:

• Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost revenue, lost data, or loss of business — even if advised of the possibility.
• Each party's total aggregate liability under these Terms is capped at the fees paid or payable by the Client to Capitage in the twelve (12) months preceding the event giving rise to the claim.

The cap and exclusions do not apply to (i) liability for death or personal injury caused by negligence, (ii) fraud or fraudulent misrepresentation, (iii) breach of confidentiality, (iv) infringement of the other party's IP, or (v) liability that cannot be limited under applicable law.

Indemnification

By Capitage: we will defend the Client against third-party claims that the Deliverables, as delivered and used as intended, infringe a valid Indian or US copyright or registered trademark, and indemnify against damages finally awarded.

By Client: the Client will defend Capitage against third-party claims arising from (i) Client Materials, (ii) the Client's use of the Services in breach of these Terms, or (iii) the Client's violation of law.

Indemnification is conditional on prompt written notice, sole control of defence by the indemnifying party, and reasonable cooperation.

Suspension & termination

• For convenience: either party may terminate an SOW or subscription with the notice period stated in the Order Form (default: 30 days written notice).
• For cause: either party may terminate immediately on written notice for material breach not cured within 15 days of notice, or on the other party's insolvency.
• Suspension: Capitage may suspend access for non-payment, suspected breach of acceptable use, or to protect the security of the Services.
• Effect: on termination, the Client pays for Services rendered and irrevocable commitments through the termination date. Survival clauses (IP, confidentiality, liability, indemnity, governing law) survive.
• Data return: on request within 30 days of termination of a Product subscription, Capitage will export the Client's data in a commonly used format. After 30 days, data may be deleted.

Force majeure

Neither party is liable for failure or delay caused by events beyond reasonable control — including acts of god, war, terrorism, civil disturbance, pandemic, government action, internet or power outages, or third-party platform failures — provided the affected party gives prompt notice and uses reasonable efforts to mitigate.

Governing law & disputes

These Terms are governed by the laws of India, without regard to conflict-of-law rules. Any dispute will first be addressed by good-faith negotiation between executives of each party for 30 days. Unresolved disputes will be finally settled by arbitration under the Arbitration and Conciliation Act, 1996, before a sole arbitrator, seated in Hyderabad, Telangana, conducted in English. Either party may seek interim injunctive relief in the courts of Hyderabad.

Changes to these terms

We may update these Terms from time to time. Material changes will be posted on this page and, for Product subscribers, sent by email at least 30 days before they take effect. Continued use of the Services after the effective date constitutes acceptance.

Miscellaneous

• Entire agreement: these Terms together with any signed SOW or Order Form constitute the entire agreement and supersede prior discussions.
• Severability: if any provision is held unenforceable, the rest remain in effect and the unenforceable part is modified to the minimum extent necessary to be enforceable.
• No waiver: a failure or delay in enforcing any right is not a waiver of it.
• Assignment: neither party may assign without the other's written consent, except to an affiliate or in connection with a merger or sale of substantially all assets.
• Notices: notices must be in writing, sent to the addresses on the SOW, with email permitted to legal@capitageglobal.com for Capitage.
• Independent contractors: the parties are independent contractors. Nothing creates a partnership, joint venture, or employment relationship.
• Publicity: Capitage may identify the Client by name and logo as a customer in marketing materials, unless the Client objects in writing.
• Headings: are for convenience only and do not affect interpretation.

Contact

Questions about these Terms? Reach the right team: