TERMS OF USE

Last Updated: [July 2026]

These Terms of Use (“Terms“) are a legally binding agreement between Matayo AI Solutions Private Limited, a company incorporated under the Companies Act, 2013, having its registered office at 14, Thamarai Kannan Rd, Halasuru, Murphy Town, Bengaluru, Karnataka 560008, India (CIN) (“Matayo“, “Company“, “we“, “us” or “our“), and any person or entity that accesses or uses the Website, the Platform, or the Services (each as defined below) (“you“, “User“, or “Customer“).

By accessing or using the Website, registering for an account, requesting a quote, subscribing to the Platform, or otherwise engaging Matayo’s Services, you agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree, you must not access or use the Website, Platform or Services.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, in which case “you” and “Customer” refer to that entity.

1. DEFINITIONS

1.1  “Applicable Data Protection Laws” means, as applicable to the processing of personal data under these Terms: the Digital Personal Data Protection Act, 2023 and rules made thereunder (“DPDPA“); the Information Technology Act, 2000 read with the Information Technology (Reasonable Security Practices and Procedures; the EU General Data Protection Regulation 2016/679 where applicable to a User located in the EU the California Consumer Privacy Act, as amended (“CCPA“), where applicable to a User located in California; and any other data protection or privacy law applicable to the relevant processing.

1.2  “Applicable Laws” means all laws, statutes, regulations, rules, and binding governmental or regulatory requirements applicable to a Party’s rights and obligations under these Terms.

1.3  “Client Content” means any data, documents, records, systems information, or other materials submitted, uploaded, or made accessible by a Customer or its Users to Matayo in connection with the Services, including in the course of an Engagement.

1.4  “Engagement” means a specific professional-services assignment (e.g., an ISO 27001/SOC 2/PCI DSS/HIPAA/HITRUST/VAPT readiness assessment, audit, certification-support project, DPIA, or GRC/DPDPA-GDPR compliance advisory) undertaken by Matayo for a Customer pursuant to a separately executed Statement of Work, engagement letter, or Master Services Agreement (“SOW“).

1.5  “Platform” means any online tool, dashboard, self-assessment utility, or client portal made available by Matayo from time to time (including any compliance-automation or risk-assessment tool), whether accessed via the Website or otherwise.

1.6  “Services” means, collectively, the Website, the Platform, and Matayo’s governance, risk and compliance (GRC) and cybersecurity consulting services, including services relating to ISO/IEC 27001, SOC 2, VAPT, PCI DSS, HIPAA, HITRUST, ITGC/ITAC audits, GDPR and DPDPA compliance, data privacy impact assessments, and ISO/IEC 42001 AI-governance advisory, as further described on the Website or in an applicable SOW.

1.7  “Usage Data” means technical and analytics data relating to the use and performance of the Website and Platform (such as log data, device/browser information, and interaction data), excluding Client Content.

1.8  “Website” means matayo-ai.com and any associated subdomains, mobile experiences, or successor sites operated by Matayo.

2. ABOUT MATAYO AND THE SERVICES

2.1  Matayo is a governance, risk and compliance (GRC) and cybersecurity consulting firm. Through the Website, Matayo provides information about, and enables Users to request quotes for, services including (without limitation) ISO/IEC 27001 implementation, SOC 2 and PCI DSS readiness, HIPAA and HITRUST compliance support, VAPT, ITGC/ITAC audits, GDPR and DPDPA compliance advisory (including data mapping, consent management, and DPIAs), and ISO/IEC 42001 AI-governance advisory.

2.2  Where Matayo makes available a Platform (such as a self-assessment, risk-scoring, or compliance-tracking tool), use of that Platform is additionally governed by these Terms and any Platform-specific documentation made available to you.

2.3  These Terms govern your use of the Website and any Platform. They do not, by themselves, constitute an engagement for professional GRC, audit, certification-support, or advisory services. Any such Engagement will only come into effect upon execution of a separate SOW, which will set out the specific scope of work, deliverables, fees, timelines, and any engagement-specific terms, and which shall govern in the event of any conflict with these Terms in respect of that Engagement.

3. ELIGIBILITY AND REGISTRATION

3.1  You must be at least 18 years of age (or the age of legal majority in your jurisdiction) and legally capable of entering into a binding contract to use the Website or Platform.

3.2  Where registration is required to access the Platform, you agree to provide accurate, current and complete information, to maintain the confidentiality of your login credentials, and to notify Matayo promptly of any unauthorised use of your account. You are responsible for all activities that occur under your account.

4. ACCESS TO AND USE OF THE WEBSITE AND PLATFORM

4.1  Subject to your compliance with these Terms, Matayo grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Website and (where applicable) the Platform solely for your own internal business purposes, including evaluating Matayo’s Services.

4.2  You shall not, and shall not permit any third party to:

• copy, reproduce, modify, or create derivative works of the Website or Platform, except as necessary for permitted use;
• reverse engineer, decompile, or disassemble any software underlying the Platform, except to the extent such restriction is prohibited by Applicable Law;
• resell, sublicense, rent, lease, or otherwise make the Platform available to any third party without Matayo’s prior written consent;
• use the Website or Platform to build a competing product or service, or for any unlawful, fraudulent, or harmful purpose;
• attempt to gain unauthorised access to any account, system, or data not belonging to you, or interfere with or disrupt the integrity or performance of the Website or Platform;
• remove, obscure, or alter any proprietary notices on the Website or Platform;
• upload or transmit any content that is unlawful, infringing, defamatory, or that contains malicious code; or
• use any automated means (e.g., bots or scrapers) to access the Website or Platform without Matayo’s prior written consent.

4.3  Matayo may suspend or restrict your access to the Website or Platform, with or without notice, if we reasonably believe you have breached these Terms, or if suspension is necessary to protect the security or integrity of the Website, Platform, or other users.

5. CLIENT ENGAGEMENTS AND STATEMENTS OF WORK

5.1  Where you engage Matayo for an Engagement, the applicable SOW will describe the specific scope, deliverables, assumptions, fees, and timelines. In the event of any inconsistency between these Terms and a signed SOW in respect of that Engagement, the SOW shall prevail, save for Sections 8 (Intellectual Property), 9 (Confidentiality), 10 (Data Protection and Privacy), 14 (Limitation of Liability), and 16 (Governing Law and Dispute Resolution) of these Terms, which shall apply to all Engagements unless the SOW expressly states otherwise.

5.2  Matayo’s role in any certification-related Engagement (e.g., ISO 27001, SOC 2, PCI DSS, HIPAA, HITRUST) is limited to advisory, implementation-support, and/or audit-readiness services. Matayo does not itself issue certifications; certification decisions rest solely with the relevant accredited certification body or auditor, and Matayo makes no guarantee that a Customer will achieve or maintain certification.

6. FEES AND PAYMENT

6.1  Fees for any paid Platform subscription or Engagement will be set out in the applicable order form, quote, or SOW. Unless stated otherwise, fees are quoted exclusive of applicable taxes (including GST, VAT, or withholding tax), which shall be added and payable in accordance with Applicable Law.

6.2  Unless otherwise agreed, invoices are payable within thirty (30) days of the invoice date. Overdue amounts may accrue interest at the rate of [1.5%] per month, or the maximum rate permitted under Applicable Law, whichever is lower.

6.3  If you dispute an invoice in good faith, you must notify Matayo in writing before the payment due date, specifying the disputed amount and reason. The parties shall use reasonable efforts to resolve the dispute promptly, and you shall pay all undisputed amounts on time.

6.4  Except as expressly stated in an applicable SOW, fees are non-refundable.

7. FEEDBACK AND USAGE DATA

7.1  If you choose to provide Matayo with suggestions, ideas, or feedback about the Website, Platform, or Services (“Feedback“), you grant Matayo a perpetual, irrevocable, royalty-free right to use such Feedback for any purpose, without any obligation or compensation to you.

7.2  Matayo may collect and analyse Usage Data to operate, maintain, secure, and improve the Website and Platform, and may use Usage Data in aggregated and de-identified form for benchmarking, product development, and internal analytics, provided that such use does not identify you or disclose your Client Content.

7.3  Where Matayo uses aggregated and de-identified data to develop or enhance analytics or AI-assisted features within the Platform, it shall use commercially reasonable, industry-standard de-identification measures, and nothing in this Section 7 shall reduce Matayo’s obligations regarding personal data under Applicable Data Protection Laws. Any outputs generated by AI-assisted features are provided for informational purposes only and do not substitute professional judgment or human review.

8. INTELLECTUAL PROPERTY RIGHTS

8.1  As between the Parties, Matayo owns and retains all right, title and interest, including all intellectual property rights, in and to the Website, the Platform, Matayo’s methodologies, frameworks, templates, and all related documentation, whether developed before, during, or after your use of the Services. Except for the limited licence granted in Section 4.1, no rights are transferred to you.

8.2  As between the Parties, you retain all right, title and interest in your Client Content. You grant Matayo a limited, non-exclusive licence to access, host, copy, and use your Client Content solely as necessary to provide the Website, Platform, and Services (including a relevant Engagement), and you are solely responsible for the accuracy and lawfulness of your Client Content.

8.3  Deliverables prepared specifically for a Customer under a signed SOW (e.g., audit reports, gap-assessment reports, policy documents) shall be owned as set out in that SOW; in the absence of a contrary written agreement, Matayo grants the Customer a perpetual, non-exclusive licence to use such deliverables for its own internal business and compliance purposes, while Matayo retains ownership of its underlying pre-existing methodologies, templates, and know-how used to create them.

9. CONFIDENTIALITY

9.1  “Confidential Information” means non-public information disclosed by one Party (“Disclosing Party“) to the other (“Receiving Party“) that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure, including Client Content, security findings, audit reports, business, technical, and financial information, and the terms of any SOW. Confidential Information excludes information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already known to the Receiving Party without an obligation of confidentiality; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the Confidential Information.

9.2  The Receiving Party shall: (a) use Confidential Information only for the purposes of these Terms or the applicable Engagement; (b) protect it with at least the same degree of care it uses for its own confidential information of a similar nature, and not less than reasonable care; and (c) disclose it only to personnel, Affiliates, or professional advisors who need to know it and are bound by confidentiality obligations no less protective than those in this Section 9.

9.3  Given the sensitive nature of the systems and data Matayo may access in the course of a security or compliance Engagement, Matayo shall apply enhanced access controls (including least-privilege access and, where applicable, non-disclosure undertakings by individual personnel) appropriate to the sensitivity of the Client Content involved.

9.4  The Receiving Party may disclose Confidential Information to the extent required by Applicable Law or by a court or regulator, provided that, where legally permitted, it gives the Disclosing Party prior notice and reasonably cooperates, at the Disclosing Party’s cost, with any effort to seek confidential treatment.

9.5  The obligations under this Section 9 shall survive termination of these Terms or any Engagement for a period of three (3) years, save for trade secrets, which shall remain protected for as long as they qualify as trade secrets under Applicable Law.

10. DATA PROTECTION AND PRIVACY

10.1  Matayo’s collection and processing of personal data through the Website and Platform is described in our Privacy Policy, available at [Insert Privacy Policy URL], which is incorporated into these Terms by reference.

10.2  Indian Users. Where personal data of Users located in India is processed, Matayo shall comply with the DPDPA and the SPDI Rules, including by providing appropriate notice, obtaining consent where required, implementing reasonable security safeguards, and honouring Data Principal rights (including access, correction, and erasure requests) within the timelines prescribed under Applicable Law.

10.3  International Users. Where Matayo processes personal data of Users located in the European Economic Area, the United Kingdom, Canada, or the United States (including California), Matayo shall, to the extent applicable, comply with the GDPR/UK GDPR, PIPEDA, and/or CCPA respectively, including by honouring applicable data subject/consumer rights requests and, where required for cross-border transfers of personal data out of the EEA/UK, entering into appropriate transfer mechanisms (such as the EU Standard Contractual Clauses or the UK International Data Transfer Addendum).

10.4  Client Content Processed During an Engagement. Where Matayo processes personal data contained in Client Content solely on the documented instructions of a Customer for the purposes of an Engagement, Matayo acts as a processor/service provider (as those terms are understood under the relevant Applicable Data Protection Laws), and the Parties shall, where required, execute a data processing addendum consistent with Schedule A to these Terms.

10.5  In the event of a personal data breach affecting Client Content or other personal data processed under these Terms, the affected Party shall notify the other Party without undue delay, and in any event within seventy-two (72) hours of becoming aware of the breach, and shall provide reasonable cooperation to enable compliance with notification obligations under Applicable Data Protection Laws.

11. GRIEVANCE REDRESSAL MECHANISM (INDIA)

11.1  In accordance with the Information Technology Act, 2000, the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, and the DPDPA, Matayo has designated a Grievance Officer/Data Protection contact to address complaints or grievances relating to the Website, Platform, or the processing of personal data.

11.2  Grievances may be addressed to:

11.3  Matayo shall acknowledge and address grievances within the timelines prescribed under Applicable Law.

12. THIRD-PARTY LINKS AND SERVICES

12.1  The Website or Platform may contain links to, or integrate with, third-party websites, tools, or services (e.g., scheduling tools, payment processors, cloud hosting providers) that are not owned or controlled by Matayo. Matayo is not responsible for the content, privacy practices, or terms of any third-party service, and your use of such services is at your own risk and subject to their respective terms.

13. REPRESENTATIONS AND WARRANTIES

13.1  Each Party represents and warrants that it has the legal power and authority to enter into these Terms, and that it will comply with all Applicable Laws in performing its obligations hereunder.

13.2  You represent and warrant that you have all necessary rights to submit Client Content to Matayo and to authorise its use as contemplated under these Terms and any applicable SOW.

13.3  Disclaimer. Except as expressly set out in a signed SOW, the Website, Platform, and Services are provided “as is” and “as available“, without warranties of any kind, whether express or implied, including any implied warranty of merchantability, fitness for a particular purpose, accuracy, or non-infringement, to the fullest extent permitted under Applicable Law. Matayo does not warrant that the Website or Platform will be uninterrupted, error-free, or fully secure.

14. LIMITATION OF LIABILITY

14.1  To the fullest extent permitted under Applicable Law, neither Party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, goodwill, or data, arising out of or in connection with these Terms or any Engagement, even if advised of the possibility of such damages.

14.2  Save as set out in a signed SOW, Matayo’s aggregate liability arising out of or in connection with these Terms and/or the Website and Platform (excluding a separately contracted Engagement, which shall be governed by the liability terms of the applicable SOW) shall not exceed the total fees paid by you to Matayo for the Website/Platform in the twelve (12) months preceding the event giving rise to the claim, provided that this limitation shall not apply to: (a) a Party’s indemnification obligations; (b) breach of confidentiality obligations under Section 9; (c) infringement or misuse of the other Party’s intellectual property; (d) fraud or wilful misconduct; or (e) any liability that cannot be limited or excluded under Applicable Law.

15. INDEMNIFICATION

15.1  You shall indemnify, defend, and hold harmless Matayo from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of: (a) your breach of these Terms; (b) your Client Content or its unauthorised use; or (c) your violation of Applicable Law or third-party rights in connection with your use of the Website or Platform.

15.2  Matayo shall indemnify, defend, and hold harmless you from and against any third-party claims alleging that the Website or Platform, when used in accordance with these Terms, infringes such third party’s intellectual property rights, save to the extent the claim arises from your unauthorised modification or misuse of the Website/Platform, or its combination with materials not provided by Matayo.

15.3  The indemnified Party shall promptly notify the indemnifying Party of any claim, permit the indemnifying Party to control the defence and settlement (subject to the indemnified Party’s prior written consent for any settlement imposing liability on it), and provide reasonable cooperation at the indemnifying Party’s cost.

16. TERM, SUSPENSION AND TERMINATION

16.1  These Terms take effect when you first access or use the Website or Platform and continue until terminated in accordance with this Section 16. An Engagement’s term shall be as set out in the applicable SOW.

16.2  Matayo may suspend or terminate your access to the Website or Platform, with notice where practicable, if: (a) you materially breach these Terms and fail to cure such breach within fifteen (15) days of written notice; (b) required to comply with Applicable Law; or (c) necessary to protect the security or integrity of the Website, Platform, or other users.

16.3  Either Party may terminate an Engagement in accordance with the termination provisions of the applicable SOW.

16.4  Upon termination: (a) your right to access the Website/Platform shall immediately cease; (b) each Party shall, upon request, return or securely delete the other Party’s Confidential Information and Client Content, save for copies retained in accordance with standard backup/record-retention policies or as required by Applicable Law; and (c) any fees accrued but unpaid as of the date of termination shall become immediately due.

16.5  Sections 7 (Feedback and Usage Data), 8 (Intellectual Property), 9 (Confidentiality), 10 (Data Protection and Privacy), 13.3 (Disclaimer), 14 (Limitation of Liability), 15 (Indemnification), 16.4-16.5, 17 (Governing Law and Dispute Resolution), and 18 (General Provisions) shall survive termination or expiry of these Terms.

17. GOVERNING LAW AND DISPUTE RESOLUTION

17.1  Indian Users / Default Rule. Unless Section 17.2 applies to you, these Terms shall be governed by, and construed in accordance with, the laws of India, without regard to its conflict of laws principles. The Parties shall first attempt to resolve any dispute amicably through good-faith negotiation for thirty (30) days. If unresolved, the dispute shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996 (as amended), by a sole arbitrator mutually appointed by the Parties, with the seat and venue of arbitration at Bengaluru, India, and the language of arbitration shall be English. Subject to the foregoing, the courts at Bengaluru, Karnataka shall have exclusive jurisdiction over matters not subject to arbitration, including applications for interim relief.

17.2  International Users. Where you access the Services from outside India and an applicable SOW or order form specifies a different governing law and/or dispute-resolution forum (e.g., for a Customer based in the United States, Canada, or the UAE), the terms of that SOW/order form shall govern in respect of that Engagement. In all cases, nothing in this Section 17 shall override any non-waivable consumer-protection or data-protection rights you may have under the mandatory laws of your country of residence.

17.3  Notwithstanding the foregoing, either Party may seek urgent interim or injunctive relief (including for breach of confidentiality or intellectual property rights) from a court of competent jurisdiction, without being required to first pursue arbitration.

18. GENERAL PROVISIONS

18.1  Entire Agreement. These Terms, together with the Privacy Policy and any applicable SOW, constitute the entire agreement between the Parties regarding their subject matter, and supersede all prior discussions or agreements on that subject.

18.2  Modifications. Matayo may update these Terms from time to time by posting the revised version on the Website with an updated “Last Updated” date. Material changes will be notified to registered Platform users by email or in-app notice where practicable. Continued use of the Website or Platform after changes take effect constitutes acceptance of the revised Terms.

18.3  Assignment. You may not assign or transfer these Terms without Matayo’s prior written consent. Matayo may assign these Terms to an Affiliate or in connection with a merger, acquisition, or sale of substantially all of its relevant business/assets, upon notice to you.

18.4  Relationship of Parties. The Parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between the Parties.

18.5  Force Majeure. Neither Party shall be liable for delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control, including natural disasters, war, civil unrest, epidemic/pandemic, governmental action, or internet/infrastructure failure.

18.6  Export Control and Sanctions. You represent that you are not located in, or a resident/national of, a country or region subject to comprehensive trade sanctions, and are not listed on any applicable restricted-party list, and you shall comply with all applicable export control and sanctions laws in connection with your use of the Services.

18.7  Anti-Bribery. Each Party shall comply with Applicable Law relating to anti-bribery and anti-corruption, including the Prevention of Corruption Act, 1988 (India), the U.S. Foreign Corrupt Practices Act, and the UK Bribery Act 2010, to the extent applicable.

18.8  Severability and Waiver. If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. No failure or delay in exercising any right shall operate as a waiver of that right.

18.9  Notices. Notices to Matayo should be sent to the contact details in Section 19. Notices to you may be sent to the email address or contact details associated with your account or quote request, and shall be deemed delivered upon confirmed transmission.

18.10  Electronic Signature. These Terms, and any SOW, may be accepted or executed electronically (including by click-to-accept or e-signature), which shall be as valid and binding as a physical signature, in accordance with Section 5 of the Information Technology Act, 2000 and equivalent laws in other jurisdictions.

18.11  No Third-Party Beneficiaries. These Terms do not confer any rights or benefits on any person who is not a Party, and the Indian Contract Act, 1872 principles on privity of contract shall apply.

18.12  Publicity. Matayo may identify you as a client/user of its Services (using your name and logo) in its general marketing materials and website, unless you opt out by written notice.

19. CONTACT US

19.1  If you have any questions about these Terms, please contact us at:

Acknowledgment. By accessing or using the Website, Platform, or Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Use.