These Terms and Conditions ("Terms") govern your access to and use of the Deonbase software-as-a-service solution ("Service"), developed and provided by MD Monir Hasan Nishan, operating under the brand name Deonbase ("we", "our", "us"). By subscribing to, accessing, or using the Deonbase Service, you ("Client", "you") agree to be bound by these Terms.

1. The Deonbase Service

Deonbase provides a comprehensive, integrated software-as-a-service solution designed specifically for agencies. The Service includes access to various modules (e.g., Automations , AI , Project Management, CRM, HRM, Finance, Analytics, Communication etc.) via a dedicated, private instance hosted and managed by us. The Service is offered as a premium solution, designed to deliver significant operational efficiency and productivity gains.

2. Access and License Grant

Upon payment of the applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Deonbase Service during the Subscription Term, solely for your internal business operations. You acknowledge that you are not purchasing the Deonbase software itself, but rather a subscription to access and use the Service as hosted and provided by us.

3. Subscription and Payment Terms

Setup Fee and Guarantee: A one-time setup and implementation fee is due upfront before you get access to your dedicated Deonbase instance. This fee covers initial deployment, custom branding, core configuration, and onboarding assistance.

The setup fee is subject to our 2-month money-back guarantee. This guarantee becomes active on the day your dedicated Deonbase instance goes live. If you are not satisfied with the results delivered by the Service, you have a 15-day window, starting exactly two months after your initial subscription begins, to request a full refund of this setup fee. After this 15-day window closes, the setup fee is non-refundable.

Monthly/Annual Subscription: After the setup fee, you agree to pay a recurring subscription fee (monthly or annually, as per your chosen plan) to continue accessing and using the service. The subscription fee will be billed in advance according to your selected billing cycle.

Late Payments: Failure to pay subscription fees by the due date may result in suspension or termination of your access to the service.

4. Client Data

You retain all ownership rights to the data you input or store within the Deonbase Service ("Client Data"). We will access and use Client Data solely for the purpose of providing, maintaining, supporting, and improving the Service. We employ industry-standard security measures to protect your Client Data.

5. Client Responsibilities

You agree to provide accurate and complete information during registration and payment. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You shall not:

• Resell, redistribute, sublicense, lease, or offer the Service to any third party
• Modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Service
• Use the Service for any illegal, harmful, or fraudulent activities
• Interfere with or disrupt the integrity or performance of the Service

6. Our Responsibilities

We will use commercially reasonable efforts to make the Deonbase Service available to you, subject to scheduled maintenance and unforeseen circumstances. We will host, maintain, and provide updates to the Deonbase software as part of your Subscription Fee.

7. Intellectual Property

You acknowledge that the Deonbase software, its source code, design, features, structure, documentation, and all related intellectual property are and shall remain the exclusive property of MD Monir Hasan Nishan. Your right to use the Service is a license, not a transfer of ownership.

8. Term and Termination

Your subscription will commence on the date your account is activated and will continue for the billing cycle you selected unless terminated earlier. You may cancel your subscription at any time, with cancellation taking effect at the end of your current billing cycle. No refunds will be issued for any unused portion of a billing cycle, except as explicitly stated in Section 3 regarding the setup fee guarantee.

We may terminate or suspend your access to the Service immediately if you fail to pay Subscription Fees when due, materially breach these Terms, or engage in any activity that harms the Service or our other clients.

9. Disclaimers and Limitation of Liability

The Service is provided "as is" and "as available," without any warranties of any kind. While we strive for high availability, we do not guarantee uninterrupted or error-free operation of the Service. To the maximum extent permitted by law, in no event shall Deonbase or MD Monir Hasan Nishan be liable for any indirect, incidental, special, consequential, or exemplary damages.

10. Indemnification

You agree to indemnify, defend, and hold harmless Deonbase, MD Monir Hasan Nishan, and their affiliates from and against any and all claims arising from your use of the Service, any violation of these Terms, or your infringement of any intellectual property or other right of any person or entity.

11. Changes to Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on our website or by sending you an email. Your continued use of the Service after such notification constitutes your acceptance of the revised Terms.

12. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of Bangladesh. Any legal disputes or claims arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts in Dhaka, Bangladesh.

13. AI Copilot Usage and Limitations

The Service may include an AI-powered co-pilot or similar generative AI features ("AI Copilot") designed to assist you. You acknowledge and agree that:

• The AI Copilot is a tool and not a substitute for your own professional judgment. All output generated by the AI Copilot should be treated as a draft and is subject to your review, verification, and final approval.
• You are solely responsible for the accuracy, completeness, and appropriateness of any content or information produced with the help of the AI Copilot. You bear all risk associated with the use of such content.
• You must not input any sensitive, confidential, or proprietary information into the AI Copilot, as such data may be processed and used to improve the underlying AI models. We are not responsible for the privacy or security of any data you submit to the AI Copilot.
• We do not warrant that the AI Copilot's output will be free from errors, inaccuracies, or bias. The AI Copilot may generate content that is factually incorrect, misleading, or offensive.
• You will use the AI Copilot in compliance with all applicable laws and regulations, and you will not use it for any illegal, unethical, or harmful purposes.

14. Contact Information

For any questions or concerns about these Terms, please contact:

• Name: MD Monir Hasan Nishan
• Email: help@deonbase.tech
• Phone: +8801922252908
• Location: Dhaka, Bangladesh