Terms & Conditions

1 Definitions

“Company”

refers to the Avtrix AI Solutions Private Limited incorporated in India.

“Client”

refers to any individual, entity, or organisation engaging the Company’s services.

“Services”

include AI development, machine learning solutions, software development, staff augmentation, consulting, and related offerings.

“Agreement”

refers to these Terms & Conditions, along with any proposal, quotation, work order, or contract executed between the Company and the Client.

“Resource / Employee”

refers to staff deployed by the Company under staff augmentation services.

2 Acceptance of Terms

By engaging the Company’s services, the Client acknowledges that they have read, understood, and agreed to be bound by these Terms & Conditions. The Company may update these Terms at any time without prior notice.

3 Scope of Services

The Company shall provide services as mutually agreed through proposals, SOWs, quotations, or contracts. The Company reserves the right to:

• Decline any project or request at its discretion.
• Modify timelines or deliverables due to technical or operational constraints.

4 Payments & Fees

• All fees are non-refundable unless explicitly stated otherwise.
• Payments must be made as per the agreed schedule.
• Delayed payments attract 18% annual interest.
• The Company may pause or terminate services for non-payment without liability.
• All taxes, GST, international remittance charges, and bank fees shall be borne by the Client.

5 Intellectual Property Rights

5.1  Company IP

All pre-existing tools, frameworks, models, algorithms, libraries, and methodologies remain the exclusive intellectual property of the Company.

5.2  Client Deliverables

Upon full payment, the Client receives usage rights to deliverables created specifically for them. The Company retains:

• Rights to reuse non-confidential components
• Rights to showcase work unless confidentiality is requested in writing

5.3  AI Model Ownership

Unless explicitly agreed:

• The Company retains ownership of base models, training pipelines, and proprietary AI components.
• The Client receives a license to use the final output for business purposes.

6 Confidentiality

Both parties agree to maintain confidentiality. The Company may share information internally with employees, subcontractors, or consultants for project execution. The Company may use anonymized data for service improvement and AI model training.

7 Engagement Terms (Client Obligations)

7.1  Resource Control & Management

• Augmented staff remain employees or contractors of the Company.
• The Client may assign tasks but cannot treat the resource as their employee.
• The Client must provide required access, tools, and instructions.

7.2  No Direct Hiring or Poaching

7.3  Billing, Timesheets & Payments

• Billing is based on Company-approved timesheets.
• Timesheets not approved within 48 hours are auto-approved.
• Payment delays attract 18% annual interest.

7.4  Replacement of Resources

The Company may replace any resource at its discretion due to:

• Performance issues
• Availability
• Operational requirements
• Compliance or disciplinary reasons

The Client cannot reject replacements without documented justification.

7.5  Liability Limitations

The Company is not liable for:

• Errors made by augmented staff beyond assigned tasks
• Losses caused by Client systems or decisions
• Delays caused by Client dependencies

7.6  Confidentiality & Data Access

The Client must provide only minimum required access. The Company is not responsible for:

• Data breaches caused by Client systems
• Improper access controls
• Third-party tools used by the Client

8 Employee / Resource Obligations

8.1  Professional Conduct

Employees must:

• Follow Client instructions professionally
• Maintain confidentiality
• Avoid conflicts of interest
• Protect Company reputation

8.2  No Unauthorized Commitments

Employees shall not:

• Make promises
• Commit deliverables
• Negotiate terms
• Share internal Company information without written Company approval.

8.3  Work Ownership

All work done by augmented staff belongs to the Company. Employees cannot claim personal ownership or use work for personal portfolios.

8.4  Reporting & Compliance

Employees must:

• Submit accurate timesheets
• Report issues immediately
• Follow Company policies
• Comply with Indian labour laws and IT Act 2000

8.5  Termination & Replacement

The Company may:

• Terminate or replace employees without Client approval
• Take disciplinary action for misconduct
• Restrict access immediately upon violation

9 Fake Experience, Misrepresentation & Fraudulent Use

No individual may:

• Claim employment or association without official documentation
• Create fake experience certificates
• Use Company identity for job applications, visas, or immigration
• Misrepresent work history involving the Company

9.1  Criminal Liability

Violators are liable under:

• IPC Sections 420, 468, 471 (Cheating, Forgery, Use of Forged Documents)
• IT Act, 2000 (Digital fraud)

10 False Reviews, Defamation & Online Misconduct

No individual may:

• Post false or misleading reviews
• Spread misinformation
• Publish defamatory content
• Comment negatively without having taken services or worked with the Company

10.1  Legal Consequences

Violators are liable under:

• IPC Sections 499, 500 (Defamation)
• IT Act Section 66D
• DPDP Act 2023

The Company may:

• File legal notices
• Seek compensation
• Initiate criminal proceedings
• Request platform takedowns
• Report to cybercrime authorities

11 Non-Disparagement

Clients, employees, candidates, and third parties shall not engage in any form of disparagement against the Company. Violation authorizes the Company to pursue damages, injunctions, and criminal complaints.

12 Immediate Action Without Notice

The Company reserves full rights to take immediate legal or operational action without notifying Clients, employees, candidates, or third parties. This includes:

• Access revocation
• Contract termination
• Legal escalation
• Reporting to authorities

13 Project Timelines & Delivery

• All timelines are estimates, not guarantees.
• Delays caused by Client dependencies automatically extend timelines.
• The Company is not liable for delays caused by third-party tools or platforms.

14 Warranty & Limitations

• Services are provided on an “as-is” basis without warranties.
• The Company does not guarantee accuracy of AI predictions or business outcomes.

15 Indemnity

The Client agrees to indemnify the Company against:

• Misuse of deliverables
• Legal claims arising from Client data
• Regulatory violations caused by Client usage

16 Termination

The Company may terminate the Agreement for:

• Non-payment
• Breach of terms
• Misuse of deliverables
• Illegal or unethical Client activities

Upon termination:

• All unpaid invoices become immediately due
• The Company may revoke access to deliverables

17 Data Usage & Compliance

The Client is responsible for compliance with applicable laws (GDPR, HIPAA, DPDP Act 2023). The Company is not responsible for the Client’s regulatory obligations unless explicitly contracted.

18 Third-Party Services

The Company may use third-party APIs, cloud services, or tools. The Company is not liable for downtime, bugs, or policy changes of third-party providers.

19 Governing Law & Jurisdiction

This Agreement is governed by the laws of India, including:

• Indian Contract Act, 1872
• IT Act, 2000
• DPDP Act, 2023

Disputes shall be resolved exclusively in the courts of Hyderabad, Telangana, or the Company’s registered jurisdiction.

20 Force Majeure

The Company is not liable for delays caused by events beyond its control, including natural disasters, war, cyber-attacks, pandemics, or government restrictions.

21 Amendments

The Company may update these Terms at any time. Continued use of services constitutes acceptance of updated Terms.

22 Entire Agreement

These Terms, along with any written SOW or proposal, constitute the entire agreement and supersede all prior communications.