Terms of Service

1. Services

Netvionix Solutions provides technology services including, but not limited to:

• AI agent development and LLM integration
• Custom software and web application development
• UI/UX design and digital experience
• Cloud infrastructure and DevOps engineering
• Digital transformation and legacy modernisation
• IT staffing, contract placement, and RPO services
• SEO and digital marketing

The specific scope, deliverables, timelines, and fees for each engagement are defined in a separate Statement of Work (“SOW”) or project agreement signed by both parties. In the event of conflict between these Terms and an SOW, the SOW prevails for that engagement.

2. Engagement and Acceptance

A binding engagement is formed when both parties have executed an SOW, or when the Client makes an initial payment in response to a written proposal from Netvionix Solutions. Verbal commitments do not constitute a binding agreement. We reserve the right to decline any engagement at our discretion before a formal agreement is executed.

3. Payment Terms

• Advance payment: Work commences only after receipt of the advance payment specified in the SOW (typically 50% of the total project fee)
• Milestone payments: Remaining fees are invoiced at milestones defined in the SOW; payment is due within 14 calendar days of invoice date
• Late payment: Overdue invoices accrue interest at 1.5% per month (18% per annum) from the due date
• Suspension: We may suspend work without liability if payment is overdue by more than 21 days
• Refunds: Advance payments are non-refundable once work has commenced, except where Netvionix Solutions fails to deliver agreed milestones without cure within a reasonable period
• Currency: All fees are invoiced in the currency specified in the SOW; bank transfer charges are the Client’s responsibility

4. Intellectual Property

Upon receipt of full payment for an engagement:

• Client IP: All custom deliverables (code, designs, content) created specifically for the Client transfer to the Client
• Company IP: Our pre-existing tools, frameworks, libraries, templates, and methodologies remain our exclusive property; we grant the Client a perpetual, non-exclusive licence to use them as incorporated in the deliverables
• Third-party IP: Deliverables may incorporate open-source components; their licences apply independently

Prior to full payment, all deliverables remain the property of Netvionix Solutions and may not be used, reproduced, or distributed by the Client.

5. Uptime SLA (Managed Hosting & Infrastructure Services)

Where Netvionix Solutions provides managed hosting, cloud infrastructure, or monitoring services under a separate managed-services agreement, the following Service Level Agreement (“SLA”) applies:

• Target availability: 99.9% monthly uptime (measured as the percentage of minutes in a calendar month during which the covered service is available)
• Remedy: If monthly uptime falls below the target, the Client is entitled to a service credit equal to 5% of the monthly managed-services fee for each full percentage point below the target, up to a maximum of 30% of that month’s fee
• Credit request: Credits must be requested in writing within 15 days of the end of the affected month

SLA exclusions — downtime does not count against the SLA target if caused by:

• Scheduled maintenance windows (notified at least 48 hours in advance)
• Force majeure events (see Clause 10)
• Actions or omissions by the Client, including deployment of untested code
• Third-party service failures outside our reasonable control (e.g., cloud provider outages, DNS registrar failures)
• Security incidents caused by the Client’s own systems or credentials
• Suspension of service due to overdue payment (see Clause 3)

Service credits are the Client’s sole and exclusive remedy for SLA breaches. They do not entitle the Client to a refund of fees or constitute an admission of liability.

6. Client Responsibilities

• Provide accurate, complete, and timely information, materials, and access required to deliver the services
• Designate a named point of contact with authority to give instructions and approve deliverables
• Review and approve or reject deliverables within the timeframes specified in the SOW (silence after 5 business days of delivery constitutes acceptance)
• Not use our services for any unlawful purpose or in violation of applicable law
• Not attempt to reverse-engineer, decompile, or misappropriate our proprietary tools or methodologies
• Maintain the security of credentials and access keys we provide; promptly notify us of any suspected breach

7. Confidentiality

Both parties agree to keep confidential all non-public information disclosed by the other party in connection with an engagement (“Confidential Information”). Each party shall:

• Use Confidential Information only for the purposes of the engagement
• Not disclose Confidential Information to third parties without prior written consent
• Apply the same standard of care it uses to protect its own confidential information (at minimum, reasonable care)

These obligations survive termination of the engagement for a period of three (3) years. They do not apply to information that is publicly available, independently developed, or required to be disclosed by law or court order (in which case the disclosing party will notify the other party promptly where legally permitted).

8. Limitation of Liability

To the maximum extent permitted by applicable law:

• Liability cap: Our total aggregate liability arising out of or in connection with any engagement shall not exceed the total fees paid by the Client to Netvionix Solutions in the three (3) months immediately preceding the event giving rise to the claim
• Consequential loss exclusion: Neither party shall be liable for indirect, incidental, special, or consequential damages, including loss of profits, loss of revenue, loss of data, or loss of business opportunity, whether arising in contract, tort, or otherwise — even if advised of the possibility of such damages
• Exceptions: The above limitations do not apply to liability arising from fraud, wilful misconduct, death or personal injury caused by negligence, or any liability that cannot be excluded by law

9. Termination

• By either party for cause: Either party may terminate immediately upon written notice if the other party materially breaches these Terms or an SOW and fails to cure the breach within 14 days of written notice
• By Company for non-payment: We may terminate any engagement if undisputed fees remain unpaid for more than 30 days after the due date
• By Client for convenience: The Client may terminate an engagement on 30 days’ written notice; fees for work completed to the termination date are due and payable, and advance payments are not refunded
• Effect of termination: Upon termination, each party shall return or destroy the other’s Confidential Information; Client IP transfers only if all outstanding fees have been paid

10. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under these Terms where such delay or failure results from circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, pandemic, government actions, power or internet outages affecting third-party infrastructure, or industrial action (“Force Majeure Event”). The affected party shall notify the other promptly and resume performance as soon as reasonably practicable. If a Force Majeure Event continues for more than 60 consecutive days, either party may terminate the affected engagement on written notice without further liability, save for fees due for work already completed.

11. Dispute Resolution

The parties agree to resolve disputes using the following escalating process before resorting to formal legal proceedings:

• Step 1 — Good-faith negotiation: Either party may raise a dispute by written notice. Senior representatives of both parties shall meet (in person or by video call) within 15 business days of such notice and attempt to resolve the matter in good faith
• Step 2 — Mediation: If negotiation fails within 30 days of the notice, either party may refer the dispute to a mutually agreed mediator. Mediation costs are shared equally
• Step 3 — Arbitration: If mediation fails or a party declines mediation, the dispute shall be finally resolved by binding arbitration under the Arbitration and Conciliation Act, 1996 (India), with a sole arbitrator appointed by mutual agreement or, failing agreement, by the competent court. The seat of arbitration shall be Dehradun, Uttarakhand, India. The language of arbitration shall be English

Nothing in this clause prevents either party from seeking urgent injunctive or interim relief from a competent court to prevent irreparable harm.

12. Governing Law and Jurisdiction

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes) shall be governed by and construed in accordance with the laws of India. Subject to the arbitration agreement in Clause 11, the parties irrevocably submit to the exclusive jurisdiction of the courts at Dehradun, Uttarakhand, India for any matter not subject to arbitration.

13. Warranties and Disclaimers

Netvionix Solutions warrants that:

• Services will be performed with reasonable skill and care by qualified personnel
• Deliverables will substantially conform to the specifications in the SOW for 30 days following delivery (“Warranty Period”); defects reported within the Warranty Period will be remedied at no additional charge

Except as expressly stated, all services and deliverables are provided “as is”. We make no warranties, express or implied, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement, to the extent permitted by applicable law.

14. Website Use

Access to our website is provided on an “as is” basis. We may update, suspend, or discontinue the website without notice. Content on the website is for general information purposes only and does not constitute professional advice. You agree not to attempt to gain unauthorised access to any part of our systems, introduce malicious code, or scrape our content programmatically without prior written consent.

15. Changes to These Terms

We may update these Terms from time to time. The “Last Updated” date at the top of this page reflects the most recent revision. For existing client engagements, amended Terms will not apply retroactively without the Client’s written consent. For website visitors, continued use of the website after an update constitutes acceptance of the revised Terms. We recommend reviewing this page periodically.

16. Contact

For any questions regarding these Terms, contractual matters, or to serve formal notices, contact us at: netvionixsolutions@gmail.com
Subject line: Legal Notice or Terms Enquiry
Netvionix Solutions, Dehradun, Uttarakhand, India