Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") are an agreement between you and Aithentics ("Aithentics," "we," "our," or "us"), a software consulting and development company based in Ahmedabad, Gujarat, India. They govern your access to and use of our website at aithentics.com, including any landing pages and subdomains we operate (collectively, the "Site"), and — except where superseded by a signed agreement — the software consulting and development services we provide (the "Services").

By accessing the Site, submitting an enquiry, or engaging our Services, you confirm that you accept these Terms and agree to comply with them. If you are acting on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "you" refers to that entity. If you do not agree to these Terms, you must not use the Site or the Services.

2. Definitions

• "Client" means a person or entity that engages Aithentics to provide Services under an Engagement Agreement.
• "Engagement Agreement" means a signed master services agreement, statement of work ("SOW"), proposal, purchase order, or other written contract between you and Aithentics describing specific Services.
• "Deliverables" means the software, source code, designs, documentation, and other work products that Aithentics agrees to deliver under an Engagement Agreement.
• "Client Materials" means content, data, credentials, branding, software, and other materials you provide to us for use in performing the Services.
• "Pre-Existing IP" means intellectual property owned by or licensed to a party before an engagement begins or developed independently of it, including our internal tools, frameworks, libraries, templates, and know-how.

3. Eligibility

The Site and Services are intended for business use by persons who are at least 18 years old and capable of entering into a binding contract. By using the Site or Services, you represent that you meet these requirements and that your use complies with all laws applicable to you, including export control and sanctions laws.

4. Our Services

Aithentics provides technology services including, without limitation:

• Custom web and mobile application development
• AI, generative AI, and workflow automation solutions
• SaaS product engineering, MVP development, and platform engineering
• IoT development, data engineering, and systems integration
• Dedicated developers and extended engineering teams
• Architecture reviews, technology consulting, and digital transformation

Descriptions of Services on the Site are for general information only and do not constitute a binding offer. The specific scope, deliverables, milestones, assumptions, timelines, and fees for any engagement are defined exclusively in the applicable Engagement Agreement. If these Terms conflict with a signed Engagement Agreement, the Engagement Agreement prevails for that engagement.

5. Proposals, SOWs & Change Management

• Proposals and estimates are valid for 30 days from issue unless stated otherwise, and are based on the information available to us at the time. Estimates are good-faith projections, not fixed quotes, unless expressly identified as fixed-price.
• Scope changes. Requests that add to, remove from, or alter the agreed scope will be handled through a written change request describing the impact on timeline and fees. We will not proceed with material changes without your approval, and we are not obligated to perform out-of-scope work.
• Timelines depend on timely receipt of Client Materials, feedback, and approvals. Delays attributable to you or your third-party vendors extend our delivery dates correspondingly.
• Acceptance. Unless the Engagement Agreement states otherwise, Deliverables are deemed accepted if you do not report material non-conformance with the agreed specification within 10 business days of delivery.

6. Client Responsibilities

To enable us to perform the Services, you agree to:

• Provide accurate, complete, and timely information, requirements, and Client Materials
• Designate a point of contact authorized to give approvals and make decisions
• Respond to requests for feedback, reviews, and approvals within agreed timeframes
• Ensure you own or are licensed to use all Client Materials you provide, and that our use of them as directed by you will not infringe any third-party rights or violate any law
• Provide access to systems, environments, and third-party accounts needed for the work, and maintain appropriate backups of your own systems and data
• Comply with the license terms of any third-party software or services used in your project
• Pay all fees when due

7. Fees, Payment & Taxes

• Fees are set out in the applicable Engagement Agreement and may be structured as fixed-price, time-and-materials, milestone-based, or monthly retainers.
• Invoicing and due dates. Unless otherwise agreed in writing, invoices are payable within 15 days of the invoice date, in the currency stated on the invoice, without set-off or deduction.
• Late payment. Overdue amounts may accrue interest at 1.5% per month (or the maximum rate permitted by law, if lower). We may suspend work, withhold Deliverables, and revoke license grants for accounts more than 15 days overdue, after notice to you.
• Taxes. Fees are exclusive of applicable taxes (including GST, VAT, and withholding taxes), which are your responsibility. If you are required to withhold tax, you will gross up payments so we receive the full invoiced amount, unless the Engagement Agreement provides otherwise.
• Expenses. Pre-approved out-of-pocket expenses (such as third-party licenses, cloud infrastructure, or travel) are billed at cost.
• Refunds. Except as required by law or expressly stated in an Engagement Agreement, fees for Services performed are non-refundable. Advance payments for work not yet performed at termination are handled under Section 19.

8. Acceptable Use of the Website

You agree to use the Site only for lawful purposes. You must not:

• Use the Site in any way that violates applicable laws or regulations
• Attempt to gain unauthorized access to the Site, our systems, servers, or networks, or probe or test their vulnerability without our written authorization
• Introduce viruses, malware, or other harmful code, or interfere with the Site's operation
• Scrape, harvest, or bulk-collect content or data from the Site, including by automated means, without our prior written consent
• Submit false, misleading, or fraudulent enquiries, or impersonate any person or entity
• Use our contact forms to send spam, solicitations, or content that is unlawful, defamatory, or infringing
• Frame, mirror, or copy any part of the Site without our prior written consent

We may investigate suspected violations and suspend or block access to the Site at our discretion, without prejudice to our other remedies.

9. Intellectual Property

9.1 Website Content

All content on the Site — including text, graphics, logos, trademarks, images, case studies, page designs, and underlying code — is owned by Aithentics or its licensors and protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable, revocable license to access and view the Site for your internal business evaluation of our Services. No other rights are granted. "Aithentics" and our logos may not be used without our prior written consent.

9.2 Deliverables and Client IP

Unless the Engagement Agreement provides otherwise, upon full payment of all fees due for the relevant work, ownership of the custom Deliverables created specifically for you under that engagement is assigned to you. Until full payment, we retain all rights in the Deliverables and you have a limited license to use them solely for internal evaluation. Client Materials remain your property; you grant us a license to use them solely to perform the Services.

9.3 Pre-Existing IP and Open Source

Each party retains its Pre-Existing IP. To the extent our Pre-Existing IP (such as internal libraries, tooling, or reusable components) is embedded in a Deliverable, we grant you a perpetual, non-exclusive, royalty-free license to use it as part of that Deliverable. Deliverables may also incorporate third-party and open-source components, which are governed by their own license terms; we will use such components consistent with those licenses and, on request, identify the material ones used in your project.

9.4 Feedback and General Knowledge

If you give us feedback, ideas, or suggestions about our services or the Site, we may use them without restriction or obligation. Nothing in these Terms prevents us from using the general knowledge, skills, and experience gained in performing the Services, provided we do not use or disclose your Confidential Information.

10. Portfolio & Publicity

Unless you instruct us otherwise in writing or the Engagement Agreement says otherwise, you grant us the right to identify you as a client and to describe the general nature of the work in our portfolio, case studies, and marketing materials, using your name and logo. We will not disclose your Confidential Information in doing so, and we will honor any written request to remove or anonymize such references.

11. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential — including business plans, product roadmaps, source code, technical designs, pricing, and customer data. The receiving party agrees to:

• Use Confidential Information only for the purposes of the engagement
• Protect it with at least the same care it uses for its own confidential information, and no less than reasonable care
• Restrict disclosure to personnel, advisers, and subcontractors who need it and are bound by confidentiality obligations at least as protective as these

These obligations do not apply to information that is or becomes public through no fault of the receiving party, was lawfully known before disclosure, is independently developed without use of the discloser's information, or is received from a third party without breach of any obligation. If disclosure is required by law or court order, the receiving party will (where lawful) give prompt notice so the discloser may seek protective measures. Confidentiality obligations survive for 5 years after the end of the engagement, and indefinitely for trade secrets.

12. Data Protection & Privacy

Our collection and use of personal information through the Site is described in our Privacy Policy. Where we process personal data on your behalf in the course of an engagement — for example, data belonging to your end users — we do so as a processor/service provider under your instructions, and the parties will enter into a data processing agreement where required by applicable law. Each party will comply with the data protection laws applicable to it.

13. Third-Party Services

The Services and Deliverables may depend on third-party products, platforms, APIs, hosting providers, and open-source software (for example, cloud providers, payment gateways, or AI model providers). Your use of those third-party services is governed by their own terms, and fees for them are your responsibility unless agreed otherwise. We are not responsible for the acts, omissions, availability, pricing changes, or discontinuation of third-party services, though we will use reasonable efforts to propose alternatives where a dependency materially changes. Links from the Site to third-party websites are provided for convenience and do not imply endorsement.

14. Warranties & Disclaimers

We warrant that: (a) we will perform the Services with reasonable skill and care, consistent with generally accepted industry standards; (b) we have the right to enter into engagements and grant the rights described in Section 9; and (c) to our knowledge, Deliverables as delivered will not knowingly incorporate code that infringes third-party rights. For any breach of the performance warranty, your exclusive remedy is that we re-perform the deficient Services, provided you notify us within 30 days of delivery (or the warranty period in the Engagement Agreement, if different).

EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR AN ENGAGEMENT AGREEMENT, THE SITE, SERVICES, AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING. WE DO NOT WARRANT THAT THE SITE OR ANY SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY PARTICULAR BUSINESS OUTCOME, REVENUE, OR PERFORMANCE RESULT WILL BE ACHIEVED.

15. Indemnification

By us. We will defend and indemnify you against third-party claims alleging that a Deliverable, as delivered by us and used as intended, infringes that third party's intellectual property rights, and we will pay resulting damages finally awarded or agreed in settlement. This does not apply to claims arising from Client Materials, your modifications, combination with items not provided by us, or use after we have provided a non-infringing alternative. If a Deliverable is subject to such a claim, we may procure the right for you to continue using it, replace or modify it to be non-infringing, or refund the fees paid for the affected Deliverable.

By you. You will defend and indemnify us against third-party claims arising from Client Materials, your products and services, your breach of these Terms or applicable law, or your use of Deliverables in violation of an Engagement Agreement. The indemnified party will give prompt notice of a claim, allow the indemnifying party to control the defense, and provide reasonable cooperation.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY; AND (B) EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO AN ENGAGEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY YOU TO US UNDER THAT ENGAGEMENT IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR USE OF THE SITE OTHER THAN UNDER AN ENGAGEMENT, OUR TOTAL LIABILITY WILL NOT EXCEED INR 10,000.

These limitations do not apply to a party's indemnification obligations under Section 15, breach of confidentiality under Section 11, your payment obligations, or liability that cannot be limited under applicable law (such as liability for fraud, willful misconduct, or gross negligence). Each limitation applies regardless of the theory of liability, whether contract, tort (including negligence), strict liability, or otherwise, and even if a limited remedy fails of its essential purpose.

17. Non-Solicitation

During an engagement and for 12 months afterwards, neither party will directly solicit for employment or engagement any employee or contractor of the other party who was materially involved in the engagement, without the other party's written consent. General public job postings not targeted at such individuals are not a breach. If a party hires in breach of this Section, it will pay the other party a placement fee equal to 50% of the individual's first-year annual compensation, as a genuine pre-estimate of loss.

18. Force Majeure

Neither party is liable for failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, civil unrest, labor disputes, governmental action, power or internet outages, and failures of third-party infrastructure. The affected party will notify the other promptly and use reasonable efforts to resume performance. If a force majeure event continues for more than 60 days, either party may terminate the affected engagement on written notice.

19. Term & Termination

• Site access. We may suspend or terminate your access to the Site at any time if you breach these Terms.
• Engagements for convenience. Unless the Engagement Agreement provides otherwise, either party may terminate an engagement for convenience on 30 days' written notice.
• Termination for cause. Either party may terminate an engagement immediately on written notice if the other party materially breaches and fails to cure within 15 days of notice, or becomes insolvent, enters liquidation, or makes an assignment for the benefit of creditors.
• Effect of termination. You will pay for all Services performed and non-cancellable commitments incurred up to the effective date of termination. Upon full payment, we will deliver work-in-progress in its then-current state and reasonably cooperate in an orderly handover. Any unused prepaid amounts for work not performed will be refunded unless the Engagement Agreement states otherwise.
• Survival. Sections 7 (amounts accrued), 9, 10, 11, 12, 14–17, 20, and 21 survive termination.

20. Governing Law & Dispute Resolution

These Terms are governed by the laws of India, without regard to conflict-of-law principles. The parties will first attempt in good faith to resolve any dispute arising out of or relating to these Terms or the Services through escalation to senior management within 30 days of written notice of the dispute.

Any dispute not so resolved shall be finally settled by arbitration under the (Indian) Arbitration and Conciliation Act, 1996, by a sole arbitrator appointed by mutual agreement, with the seat and venue of arbitration in Ahmedabad, Gujarat, India, and proceedings conducted in English. Subject to the arbitration agreement, the courts of Ahmedabad, Gujarat have exclusive jurisdiction, including for interim relief. Nothing in this Section prevents either party from seeking injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information. A signed Engagement Agreement may specify a different governing law or forum, in which case it prevails for that engagement.

21. General Provisions

• Entire agreement. These Terms, together with our Privacy Policy and any Engagement Agreement, constitute the entire agreement between the parties regarding their subject matter and supersede all prior discussions and understandings.
• Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
• Assignment. You may not assign these Terms or any Engagement Agreement without our prior written consent, except to an affiliate or a successor in a merger or sale of substantially all assets, with notice to us. We may assign to an affiliate or successor.
• Subcontracting. We may use vetted subcontractors to perform parts of the Services, and we remain responsible for their work and their compliance with confidentiality obligations.
• Notices. Legal notices must be in writing and sent to the contact details in Section 23 (for us) or to the address/email associated with your engagement (for you), and are deemed given on confirmed delivery.
• Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions remain in full force.
• Waiver. A failure or delay in exercising any right is not a waiver of it. Any waiver must be in writing.
• Headings are for convenience only and do not affect interpretation.

22. Changes to These Terms

We may revise these Terms from time to time. The updated version will be posted on this page with a revised "Last Updated" date, and material changes will be highlighted where reasonably practicable. Changes apply prospectively from posting; engagements in progress remain governed by the version in effect when the applicable Engagement Agreement was signed, unless both parties agree otherwise. Your continued use of the Site after changes are posted constitutes acceptance of the revised Terms.

23. Contact Us

Questions about these Terms, or notices under them, should be directed to: