TCS USA

Conversera > TCS USA

Conversera.co United States Terms & Conditions

This version is dated: 06 August 2025
1. Definitions & Interpretation
  • Affiliate means any entity controlling, controlled by, or under common control with a party.
  • Agency refers to the Conversera entity (e.g. Conversera LLC) delivering services under this Agreement.
  • Agency Materials are materials created by Conversera specifically for the Services (including those modified from Client Materials).
  • Agency Proprietary Materials include Conversera’s pre-existing software, methodologies, code, data, know-how, or processes used across clients.
  • Agreement refers collectively to the Scope of Work and these Terms.
  • Associates are each party’s employees, agents, subcontractors, or representatives.
  • Business Day means a weekday (excluding U.S. federal holidays).
  • Client is the entity specified in the Scope of Work; Authorized Client Entities may include its Affiliates.
  • Client Personal Data is Client-supplied personal information; Client Materials means all materials and data provided by the Client.
  • Commencement Date, Deliverables, Expenses, Fees, and other defined terms are as set out in this clause or in Schedule 1 of these Terms.
  • If there’s a conflict, the Scope of Work prevails over these Terms.
2. Appointment & Scope of Work
  • Conversera agrees to provide Services described in the agreed Scope of Work. Any amendments require written consent. All timeframes are estimates and not of the essence.
3. Term & Termination
  • Term begins on the Commencement Date and continues for the License Term (if Subscription Services apply) or until Services are complete.
  • Either party may terminate immediately for material breach not remedied within 30 days (or immediately if irremediable).
  • On termination, the Client must cease use of all deliverables and return or destroy Agency Materials.
4. Agency Obligations & Warranties
  • Conversera warrants it has legal authority to enter the Agreement and will deliver Services with reasonable skill and care, consistent with industry-standard agencies.
  • Conversera indemnifies the Client against any claims that Deliverables infringe third-party intellectual property rights.
  • Use of Client-supplied materials must comply with law.
5. Fees & Expense Payment
  • Fees and payment terms are defined in the Scope of Work.
  • Unless otherwise agreed, invoices are issued monthly in advance; payments are due within 30 days.
  • Undisputed late payments may incur interest.
  • Pre-approved third-party expenses are charged at cost (optionally including handling charges).
6. Ownership & Intellectual Property
  • The Client retains ownership of all materials they supply.
  • Upon full payment, the Client receives a worldwide, royalty-free licence to use deliverables and included Agency Proprietary Materials as described in the Scope of Work.
  • Conversera retains ownership of proprietary tools, methodologies, databases, leads lists, software, and know‑how.
7. Client Data & Confidentiality
  • Both parties agree to protect each other’s confidential information.
  • Conversera complies with applicable U.S. privacy and data protection laws when processing Client Personal Data.
  • In the event of a security incident involving Client Personal Data, Conversera will notify the Client promptly and cooperate on remediation.
8. Limitation of Liability
  • Liability is capped at the lower of (a) fees paid in the 12 months preceding the claim or (b) USD 1 million (or equivalent), except where prohibited by law.
  • Neither party is liable for indirect or consequential losses (e.g. loss of profits, data, or business opportunities).
9. Subcontracting & Assignment
  • Conversera may engage subcontractors but remains fully responsible for performance.
  • Neither party may assign the Agreement without the other’s written consent, except in case of internal corporate restructuring.
10. Force Majeure
  • Neither party is liable for delays caused by events beyond reasonable control (e.g. natural disasters, war, cyberattacks, regulatory changes).
  • The affected party must give notice and use reasonable efforts to mitigate its impact.
11. Notices & Communication
  • Notices are delivered in writing to addresses defined in the Scope of Work or as otherwise notified.
  • Effective upon receipt during Business Days; otherwise, the next Business Day.
12. Governing Law & Dispute Resolution
  • Governed by the laws of the United States, state jurisdiction specified in the Scope of Work (e.g. California).
  • Parties agree to negotiate in good faith before initiating litigation. Unless resolved, disputes may proceed in courts of competent jurisdiction.