Legal & Contracts

Terms & Conditions

Governing Managed Services, Assessment, Migration, and Product Licensing Engagements

Version: 1.0

Effective Date: September 2026

Jurisdiction: Tiruchirappalli, Tamil Nadu, India

Important Legal Notice

These Terms & Conditions (“Terms,” “Agreement”) govern the provision of database reliability engineering, managed services, assessment, migration, and software licensing services by JusDB Technologies (“JusDB,” “we,” “us,” “our”) to any individual or organization that engages JusDB’s services (“Client,” “you”). By signing a Statement of Work, issuing a purchase order referencing these Terms, accessing JusDB’s client portal, or otherwise engaging JusDB’s services, the Client agrees to be bound by these Terms.

1. Introduction & Acceptance

1.1 Definitions

“Agreement”: Means, collectively, these Terms, any applicable Master Services Agreement (MSA), and each Statement of Work (SOW) executed between JusDB and the Client.
“Client”: Means the entity or individual engaging JusDB for Services under a signed SOW.
“Services”: Means the managed services, assessment, migration, advisory, or licensing services described in the applicable SOW.
“Effective Date”: Means the date on which the applicable SOW is executed by both parties.
“Consultant”: Means JusDB personnel, employees, or authorized subcontractors performing Services.
“Sentinel”: Means JusDB’s proprietary database audit and diagnostic product, including all engine-specific editions.

1.2 Order of Precedence

In the event of a conflict between documents, the following order of precedence applies, from highest to lowest:

A signed Master Services Agreement (MSA), where one exists
The applicable Statement of Work (SOW)
These general Terms & Conditions
Any other referenced policy or annex (such as a Service Level Agreement)

2. Scope of Services

JusDB provides database reliability engineering and related services across multiple categories, each governed by the general provisions of these Terms together with the engagement-specific terms set out in Section 4. Service categories currently offered include:

Managed Services / Annual Maintenance Contracts (AMC) — ongoing operational support, monitoring, and reliability engineering for Client database fleets.
Audit & Assessment Engagements — point-in-time diagnostic reviews of database infrastructure, configuration, and performance.
Migration & Upgrade Projects — planned, phased migration or version-upgrade engagements for one or more database engines.
Product Licensing — access to and use of JusDB’s Sentinel product suite and any future proprietary tooling.

Each engagement is governed by a separate, mutually executed Statement of Work that sets out the specific deliverables, database engines and instance counts covered, timelines, and any engagement-specific terms. No Services are deemed committed until a corresponding SOW has been signed by both parties.

2.1 Change Requests

Any work requested by the Client that falls outside the scope defined in the applicable SOW will be treated as a change request. JusDB will provide a written estimate of additional time, resources, and any associated adjustment to fees before commencing out-of-scope work, and such work will not proceed without the Client’s written approval.

3. Client Responsibilities

Timely and effective delivery of Services depends on Client cooperation. The Client agrees to:

Provide timely, adequate access to relevant systems, environments, credentials, and infrastructure required to perform the Services.
Provide accurate and complete information regarding its infrastructure, data volumes, architecture, and any applicable regulatory or compliance requirements.
Designate a primary point of contact with the authority to make timely decisions, approvals, and escalations on the Client’s behalf.
Maintain, at its own cost, all licenses required for the underlying database engines, operating systems, cloud infrastructure, or third-party software on which Services are performed.
Promptly notify JusDB of any changes to the environment that may materially affect the scope or safety of ongoing work.

Important: Delays or Service limitations arising from the Client’s failure to meet these responsibilities will not be treated as a failure of JusDB’s obligations under the applicable SOW.

4. Engagement-Specific Terms

4.1 Managed Services / AMC

Managed Services engagements provide ongoing database reliability engineering support under a defined term, renewed as specified in the SOW. Response times, coverage hours, and escalation tiers are governed by a separate Service Level Agreement (SLA) referenced in and forming part of the SOW. Work outside the defined scope of the AMC — including new projects, one-time migrations, or engine additions not covered in the original SOW — is handled through the change request process described in Section 2.1 and is billed separately.

4.2 Audit & Assessment Engagements

Audit and Assessment engagements are diagnostic in nature and are delivered as a defined report or set of findings within the timeline specified in the SOW. The Client agrees to provide the read-level or diagnostic access necessary to complete the assessment. Findings reflect the state of the Client’s environment at the time of the assessment only; JusDB makes no representation as to the continued accuracy of findings following any subsequent change to the Client’s environment.

4.3 Migration & Upgrade Projects

Migration and upgrade engagements are delivered in phases — typically assessment, planning, execution, and validation — as detailed in the applicable SOW. Each phase concludes with a Client sign-off gate before the next phase begins. Responsibility for rollback procedures, maintenance windows, and downtime coordination is defined per SOW and requires active Client participation in scheduling and validation to avoid delays.

4.4 Product Licensing (Sentinel)

Access to and use of the Sentinel product suite, including any engine-specific edition, is governed by a license grant defined in the applicable SOW or license agreement, specifying the scope of permitted use (such as per-instance or per-fleet deployment). The Client may not reverse-engineer, decompile, redistribute, or sublicense Sentinel or any component of it. JusDB will make reasonable efforts to provide updates and support consistent with the support tier specified in the license agreement, and reserves the right to modify or retire product versions in accordance with its standard version lifecycle policy.

5. Confidentiality & Data Handling

Both parties agree to protect Confidential Information disclosed in connection with an engagement, whether under a standalone Non-Disclosure Agreement or the confidentiality provisions of the applicable MSA. “Confidential Information” includes, without limitation, Client infrastructure details, credentials, business and technical data, and any non-public information disclosed by either party.

JusDB will handle production data, credentials, and personally identifiable information (PII) encountered in the course of Services strictly in accordance with the access scope defined in the SOW and applicable data protection law.
Upon completion or termination of an engagement, JusDB will delete or return Client data and revoke access credentials within the timeframe specified in the SOW, except where retention is required by law or for a defined post-engagement support period.
Where an engagement involves named delivery partners or subcontractors, such parties will be disclosed to the Client and bound by confidentiality obligations no less protective than those in this Agreement.

6. Intellectual Property

JusDB retains all right, title, and interest in its pre-existing tools, methodologies, frameworks, diagnostic techniques, and the Sentinel product, including any improvements made in the course of delivering Services. The Client retains ownership of its own data, systems, and environment-specific configurations.

Where JusDB develops custom scripts, runbooks, or configuration artifacts specifically for the Client under a SOW, JusDB grants the Client a non-exclusive, perpetual license to use such artifacts within its own environment, while JusDB retains the underlying methodology and any generalizable components for use across its practice.

7. Payment Terms

JusDB offers multiple payment structures to accommodate different engagement types and Client preferences. Details of applicable fees, discount percentages, and structures are set out in the SOW or accompanying commercial proposal and are not published on this page.

7.1 Payment Structure Options

Clients may select the payment structure best suited to their engagement, as agreed in the applicable SOW:

Full upfront payment — JusDB’s recommended structure, associated with the incentives described in Section 7.2 and eligibility for the Service Assurance Buy-Back feature described in Section 7.4.
Milestone-based payment — tied to completion of defined phases under a Migration or Assessment SOW.
Periodic or installment payment — where offered, subject to engagement type and eligibility as agreed with JusDB.

7.2 Upfront Payment Incentives

Clients who elect full upfront payment for an engagement are eligible for preferential commercial terms, including a discount applied at contract signing, priority scheduling and resource allocation for the engagement start date, and eligibility for the Service Assurance Buy-Back feature described in Section 7.4. Specific discount levels are confirmed in the SOW or commercial proposal issued for the engagement.

7.3 Multi-Year Contract Incentives

Clients committing to multi-year Managed Services / AMC terms are eligible for a tiered discount structure that increases with the length of the committed term, together with rate protection against price increases for the duration of the committed term. Where a Client commits to both a multi-year term and full upfront payment, these incentives may be combined at JusDB’s discretion, as confirmed in writing in the applicable SOW.

7.4 Service Assurance Buy-Back Feature

The Service Assurance Buy-Back feature is available exclusively to engagements paid in full upfront and is governed by a defined Error Budget agreed in the applicable SOW.

Error Budget

A pre-agreed threshold of permissible service deviations — such as missed SLA response windows or defined defect categories — specific to the engagement type, as documented in the SOW or SLA annex.

Buy-Back Mechanism

Where JusDB’s delivery falls outside the defined Error Budget within a measurement period, the Client becomes eligible for a partial service credit or engagement extension, at JusDB’s discretion, as the exclusive remedy for that breach.

Eligibility Conditions

Applies only where: (a) payment was received in full prior to engagement start; (b) the Error Budget breach is verified against agreed criteria in the SOW; (c) the claim is raised within the notice window specified in the SOW; and (d) the engagement has not been terminated for Client breach or non-cooperation.

Exclusions & Liability Cap

Does not apply to delays caused by Client-side factors (delayed access, incomplete information, third-party system failures) or force majeure events. The total value of any credit will not exceed the percentage of the upfront fee specified in the SOW.

7.5 Refunds & Cancellation

Upfront payments are non-refundable except as expressly provided under the Service Assurance Buy-Back feature (Section 7.4) or as required by applicable law. Cancellation of an engagement after commencement is governed by Section 8 (Term, Suspension & Termination); any refund due is prorated against work already completed, and any incentive discounts applied at signing are forfeited upon cancellation.

7.6 Invoicing

For milestone-based and periodic payment structures, JusDB will invoice in accordance with the cadence specified in the SOW. Invoices are due within the payment period stated on the invoice. Late payment may result in interest charges and, following written notice, suspension of Services until outstanding amounts are settled.

7.7 Taxes & Currency

All fees are exclusive of applicable taxes, duties, and levies unless otherwise stated. For international engagements, currency and cross-border payment handling will be specified in the SOW.

8. Term, Suspension & Termination

8.1 Termination for Convenience

Either party may terminate an engagement for convenience by providing the notice period specified in the applicable SOW or MSA.

8.2 Termination for Cause

Either party may terminate an engagement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within the period specified in the SOW, or in the case of non-payment following the notice period described in Section 7.6.

8.3 Effect of Termination

Upon termination, JusDB will return or delete Client data in accordance with Section 5, issue a final invoice for Services rendered and expenses incurred up to the effective date of termination, and provide reasonable transition assistance as agreed in the SOW.

9. Warranties & Disclaimers

JusDB warrants that Services will be performed in a professional manner consistent with generally accepted database reliability engineering practices in effect at the time of delivery.

Except as expressly stated in this Agreement or the applicable SOW, JusDB makes no warranty — express or implied — regarding the uninterrupted or error-free operation of any third-party database engine, cloud platform, or software not developed by JusDB, and disclaims all other warranties, including any implied warranties of merchantability or fitness for a particular purpose, to the fullest extent permitted by applicable law.

10. Limitation of Liability

To the fullest extent permitted by applicable law, JusDB’s aggregate liability arising out of or related to an engagement will not exceed the total fees paid by the Client to JusDB under the applicable SOW in the twelve (12) months preceding the claim, except where a different cap applies under the Service Assurance Buy-Back feature (Section 7.4) for claims falling within its scope.

In no event will either party be liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, or data, arising out of or related to this Agreement, except in the case of confidentiality breach, gross negligence, willful misconduct, or intellectual property infringement, which are excluded from this limitation.

11. Indemnification

Each party agrees to indemnify, defend, and hold harmless the other party from and against third-party claims, damages, and reasonable costs arising from the indemnifying party’s breach of this Agreement, gross negligence, or willful misconduct, subject to the limitations set out in Section 10.

12. Compliance & Certifications

JusDB maintains information security and operational practices aligned with recognized industry frameworks and is pursuing ISO 27001 and SOC 2 Type II certification. Current certification status will be reflected on this page and made available to Clients upon request. For engagements involving regulated or government Clients, applicable data residency and sovereignty commitments will be documented in the SOW.

13. Dispute Resolution

This Agreement is governed by the laws of India, with courts in Tiruchirappalli, Tamil Nadu having jurisdiction, unless an alternative governing law and jurisdiction is agreed in writing for a specific Client engagement (such as engagements with clients headquartered outside India).

Prior to initiating litigation, the parties agree to attempt to resolve any dispute in good faith through escalation between designated senior representatives, and, where such escalation does not resolve the dispute within a reasonable period, through mediation or arbitration as specified in the applicable MSA.

14. General Provisions

Force Majeure: Neither party is liable for delay or failure to perform due to causes beyond its reasonable control, including natural disaster, war, civil unrest, or infrastructure failure not attributable to that party.
Assignment: Neither party may assign this Agreement without the other party’s prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets.
Notices: Formal notices under this Agreement must be delivered in writing to the contact details specified in the SOW, and are deemed received upon confirmed delivery.
Severability: If any provision of this Agreement is found unenforceable, the remaining provisions will continue in full force and effect.
Entire Agreement: This Agreement, together with any executed MSA and SOW, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior discussions or agreements on that subject.
Amendments: JusDB may update these Terms from time to time as described in Section 15; changes to an active SOW require written agreement of both parties.

15. Version Control & Updates

These Terms may be updated periodically to reflect changes in JusDB’s service offerings, legal requirements, or business practices. The version number and effective date at the top of this page indicate the most recent revision. For Clients with an active SOW at the time of a material change, JusDB will provide notice of the change and a reasonable transition period before the revised Terms apply to that engagement, as further described in the applicable MSA.

Revision History

v1.0 (September 2026): Comprehensive terms governing Managed Services (AMC), Assessment, Migration, and Sentinel Product Licensing.

16. Corporate Entity & Grievance Officer

In accordance with applicable statutory regulations, the details of the operating entity, corporate office, and designated Grievance Officer are provided below:

Registered Entity & Office

JUSDB TECHNOLOGIES PVT LTD

PLOT NO 15, LALGUDI AYYAPPA NAGAR

KOOTHUR, Tiruchirappalli

Tamil Nadu, India — 621216

Designated Grievance Officer

Name: Badri Narayanan

Designation: Head of Business

Office: JUSDB TECHNOLOGIES PVT LTD

Legal Inquiries: legal@jusdb.com

For questions regarding client agreements, statements of work, or data processing, you may also review our Privacy Policy and Security Documentation.