Terms of Service

1. Definitions

In these Terms, unless the context otherwise requires:

• "Agreement" means these Terms of Service together with any Order Form, Statement of Work, or Service Agreement entered into between Badalytics and the Client;
• "Badalytics" means the company operating under that name, incorporated in Mauritius;
• "Client" means the automotive dealership or business entity that subscribes to the Platform;
• "Platform" means the AI-powered communication intelligence and customer engagement software provided by Badalytics, including all modules, integrations, dashboards, and APIs;
• "Services" means access to and use of the Platform, together with any onboarding, support, or professional services provided by Badalytics;
• "User" means any individual authorised by the Client to access the Platform under the Client's subscription;
• "Confidential Information" has the meaning given in Clause 10;
• "DPA 2017" means the Data Protection Act 2017 of Mauritius.

2. Acceptance of Terms

By accessing or using the Platform, submitting an Order Form, or otherwise entering into a Service Agreement with Badalytics, the Client agrees to be bound by this Agreement. If the Client does not agree to these Terms, it must not access or use the Platform.

Where the Client is a legal entity, the individual accepting these Terms on its behalf represents and warrants that they have the authority to bind the entity to this Agreement.

This Agreement is subject to and governed by the laws of the Republic of Mauritius, including without limitation the Electronic Transactions Act 2000, the Consumer Protection Act 1991 (as amended), and the Companies Act 2001.

3. Services Provided

Badalytics will provide the Platform and Services as described in the applicable Order Form or Service Agreement, which specifies the plan tier (Starter, Growth, Elite, or Custom), included features, seat count, and any professional services.

Badalytics reserves the right to:

• Modify, update, or discontinue features of the Platform with reasonable prior notice to the Client;
• Perform scheduled maintenance, which may result in temporary downtime (Badalytics will endeavour to minimise disruption and provide advance notice);
• Introduce new features, which may be subject to additional terms or pricing.

4. Eligibility and Registration

The Platform is intended exclusively for use by automotive dealerships and related businesses operating lawfully in Mauritius. By registering, the Client represents that:

• It is a validly incorporated or registered business entity under Mauritius law;
• It holds all necessary licences, permits, and approvals required to conduct its business;
• All registration information provided to Badalytics is accurate, current, and complete;
• It will promptly notify Badalytics of any changes to its registration information.

The Client is responsible for maintaining the confidentiality of its account credentials and for all activities that occur under its account. The Client must notify Badalytics immediately of any actual or suspected unauthorised access.

5. Subscription, Fees & Payment

Access to the Platform is provided on a subscription basis. Fees are as agreed in the applicable Order Form or Service Agreement and are quoted on request ("Pricing on Request").

• Invoicing: Badalytics will invoice the Client in accordance with the payment schedule set out in the Service Agreement (typically monthly or quarterly in advance);
• Payment terms: Invoices are payable within 14 days of the invoice date unless otherwise agreed in writing;
• Currency: All fees are quoted and payable in Mauritian Rupees (MUR) unless otherwise stated in the Service Agreement;
• Late payment: Overdue amounts may attract interest at the rate prescribed under the Mauritian Interest Act from time to time. Badalytics reserves the right to suspend access to the Platform in respect of accounts that are overdue by more than 30 days, following written notice;
• Taxes: All fees are exclusive of VAT and any other applicable taxes, which will be charged additionally in accordance with Mauritius tax law.

6. Minimum Engagement & Cancellation

Following the expiry of the minimum engagement period, the Agreement will continue on a rolling monthly basis unless either party provides written notice of termination of at least 30 days prior to the desired termination date.

Early termination by the Client during the minimum engagement period does not relieve the Client of its obligation to pay all fees due for the remainder of the minimum engagement period, except where Badalytics is in material breach of this Agreement and has failed to remedy such breach within 30 days of written notice.

7. Acceptable Use

The Client and its Users must use the Platform only for lawful purposes and in accordance with this Agreement. The Client must not, and must ensure its Users do not:

• Use the Platform to transmit unsolicited bulk messages ("spam") or messages that violate the Information and Communication Technologies Act (ICT Act) of Mauritius or any applicable messaging platform policies (WhatsApp Business Policy, Meta Platform Terms);
• Use the Platform to collect, process, or transmit personal data in violation of the DPA 2017 or any other applicable data protection law;
• Attempt to gain unauthorised access to any part of the Platform, its infrastructure, or any third-party systems;
• Use the Platform to engage in any fraudulent, deceptive, or misleading conduct in violation of the Consumer Protection Act 1991 or the Trade Descriptions Act of Mauritius;
• Reverse-engineer, decompile, or disassemble any part of the Platform;
• Resell, sublicense, or otherwise make the Platform available to third parties without the prior written consent of Badalytics;
• Interfere with or disrupt the integrity or performance of the Platform.

Badalytics reserves the right to suspend or terminate access immediately upon discovery of any breach of this Clause.

8. Intellectual Property

All intellectual property rights in and to the Platform, including its software, algorithms, AI models, documentation, trademarks, and branding, are and shall remain the exclusive property of Badalytics or its licensors.

Badalytics grants the Client a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform solely for the Client's internal business purposes during the term of this Agreement.

The Client retains all rights in its own data uploaded to or generated through the Platform ("Client Data"). The Client grants Badalytics a limited licence to process Client Data solely to the extent necessary to provide the Services.

Nothing in this Agreement transfers any intellectual property rights from either party to the other except as expressly set out herein.

9. Data Protection & Privacy

Each party agrees to comply with all applicable data protection laws, including the DPA 2017. To the extent that Badalytics processes personal data on behalf of the Client as a data processor, the parties shall enter into a Data Processing Agreement that forms part of this Agreement and governs such processing.

Badalytics's processing of personal data in connection with the delivery of the Services is further described in the Privacy Policy and Security Policy, which are incorporated into this Agreement by reference.

10. Confidentiality

"Confidential Information" means any information disclosed by one party to the other in connection with this Agreement that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. This includes, without limitation, business plans, pricing, technical specifications, Client Data, and trade secrets.

Each party undertakes to:

• Keep the other party's Confidential Information strictly confidential;
• Not disclose it to any third party without prior written consent, except as required by law or court order (in which case the disclosing party shall, where lawfully permitted, provide prompt notice to the other party);
• Use it only for the purposes of performing its obligations under this Agreement.

Obligations of confidentiality survive the termination or expiry of this Agreement for a period of 5 years.

11. Disclaimer of Warranties

The Platform is provided "as is" and "as available". To the maximum extent permitted by the laws of Mauritius, Badalytics disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

Badalytics does not warrant that:

• The Platform will be error-free, uninterrupted, or free from viruses or harmful components;
• Results obtained through use of the Platform (including lead generation rates, response times, or sales outcomes) will meet the Client's expectations;
• Any errors in the Platform will be corrected within a specific timeframe.

Nothing in this Clause excludes or limits any statutory rights under Mauritius law that cannot be excluded by contract.

12. Limitation of Liability

To the maximum extent permitted by Mauritius law:

• Badalytics's total aggregate liability to the Client under or in connection with this Agreement (whether in contract, tort, or otherwise) shall not exceed the total fees paid by the Client to Badalytics in the 3 months immediately preceding the event giving rise to the claim;
• Badalytics shall not be liable for any indirect, incidental, consequential, special, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business opportunities, even if Badalytics has been advised of the possibility of such damages.

Nothing in this Clause limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited or excluded by law in Mauritius.

13. Indemnification

The Client agrees to indemnify, defend, and hold harmless Badalytics and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• The Client's or its Users' use of the Platform in violation of this Agreement or any applicable law;
• Any claim by a third party arising from Client Data or the Client's use of the Platform's broadcast or messaging features;
• Any breach by the Client of its obligations under the DPA 2017 in respect of personal data processed through the Platform.

14. Suspension & Termination

By Badalytics: Badalytics may, on written notice, suspend or terminate the Client's access to the Platform if:

• The Client is in material breach of this Agreement and (where the breach is capable of remedy) has not remedied it within 30 days of written notice;
• The Client fails to pay any undisputed amount when due and has not remedied the non-payment within 14 days of written notice;
• The Client becomes insolvent, makes an assignment for the benefit of creditors, or is subject to administration, receivership, or winding-up proceedings under Mauritius law;
• Continued provision of Services would expose Badalytics to legal risk or regulatory sanction.

Effect of termination: Upon termination, all licences granted to the Client will cease immediately. Badalytics will make Client Data available for export for 30 days following termination, after which it may be permanently deleted in accordance with the Privacy Policy. Termination does not relieve the Client of any outstanding payment obligations.

15. Governing Law & Dispute Resolution

This Agreement is governed by and construed in accordance with the laws of the Republic of Mauritius, without regard to its conflict of law provisions.

Any dispute arising out of or in connection with this Agreement shall first be referred to senior representatives of both parties for good-faith negotiation for a period of 30 days. If unresolved, the parties agree to submit the dispute to the exclusive jurisdiction of the courts of Mauritius.

16. Amendments

Badalytics reserves the right to amend these Terms at any time. Material amendments will be communicated to the Client by email at least 30 days before they take effect. Continued use of the Platform after the effective date of any amendment constitutes acceptance of the updated Terms. If the Client does not accept the amendment, it may terminate this Agreement in accordance with Clause 6 prior to the amendment's effective date.

17. Contact

For any questions regarding these Terms, please contact us: