Terms of Service

These Terms of Service ("Agreement") constitute a legally binding agreement between Aarna Tech Consultants Private Limited ("ATCUALITY," "the Company," "we," "us," or "our") and the client ("Client," "you," or "your").

By engaging our AI development services, custom LLM solutions, or any other services offered through ATCUALITY, you agree to be bound by this Agreement. Please read these terms carefully before initiating any project.

If you do not agree with any part of these terms, please do not use our services or contact us to discuss alternative arrangements.

2.1. Services Provided

The Company offers comprehensive AI and software development services, including but not limited to:

• Custom AI application development

• Large Language Model (LLM) integration and deployment

• Privacy-focused AI solutions with on-premise deployment

• Generative AI and machine learning implementations

• AI chatbots and conversational interfaces

• Workflow automation and intelligent process automation

• AI consulting and strategic advisory services

• Cloud and on-premise AI infrastructure setup

• Digital transformation and enterprise AI solutions

• AR/VR development, blockchain integration, and related IT services

2.2. Project Engagement

Each project engagement begins with a detailed proposal or Statement of Work (SOW) that outlines:

• Project scope and objectives

• Technical specifications and requirements

• Deliverables and milestones

• Timeline and implementation schedule

• Pricing structure and payment terms

• Specific terms and conditions for the project

By accepting the proposal/SOW (via signature, email confirmation, or payment), you agree to the terms set forth in this Agreement and the project-specific SOW.

3.1. Provision of Information

You agree to provide accurate, complete, and timely information necessary for successful project completion, including:

• Technical requirements and specifications

• Access to relevant systems, data, and infrastructure

• Business objectives and success criteria

• Necessary documentation and materials

Delays or inaccuracies in the information provided may result in project delays, scope changes, or additional costs.

3.2. Cooperation and Access

You shall provide:

• Timely feedback on deliverables and milestones

• Access to required systems, servers, and environments

• Designated point(s) of contact for project coordination

• Any other assistance necessary for project execution

Failure to cooperate may result in project delays, quality issues, or termination of services with fees due for work completed.

3.3. Third-Party Services

If your project requires third-party services (cloud platforms, APIs, licenses), you are responsible for:

• Obtaining necessary licenses and subscriptions

• Paying associated third-party fees

• Ensuring compliance with third-party terms of service

4.1. Fee Structure

Fees for our services will be clearly defined in the proposal/SOW and may be structured as:

• Fixed-fee pricing for defined scope projects

• Hourly rates for consulting and ongoing support

• Milestone-based payments tied to deliverable completion

• Retainer agreements for continuous services

4.2. Payment Schedule

A payment schedule will be outlined in the proposal/SOW. Typical payment structures include:

• Upfront deposit (typically 30-50%) upon project initiation

• Milestone payments upon completion and approval of deliverables

• Final payment upon project completion and handover

Clients agree to adhere to the payment schedule. Payments are due within 7 days of invoice unless otherwise specified.

4.3. Late Payments

Late payments may incur:

• Interest charges of 1.5% per month on overdue amounts

• Suspension of work until payment is received

• Withholding of deliverables or access until full payment

• Termination of services for payments overdue by 30+ days

4.4. Expenses and Additional Costs

Unless included in the fixed fee, you will be responsible for:

• Third-party software licenses and subscriptions

• Cloud hosting and infrastructure costs

• Travel expenses (if on-site work is required)

• Costs arising from scope changes or additional requests

4.5. Taxes

All fees are exclusive of applicable taxes (GST, VAT, etc.). You are responsible for all applicable taxes unless you provide valid tax exemption documentation.

5.1. Ownership of Deliverables

Upon full payment, the Client receives ownership or licensing rights to project deliverables as specified in the SOW. Typically:

• Custom Code: Full ownership transfers to Client upon final payment

• AI Models: Usage rights as defined in SOW (may include restrictions on redistribution)

• Documentation: Full ownership and reproduction rights

5.2. Company Proprietary Materials

The Company retains ownership of:

• Proprietary tools, frameworks, and methodologies

• Pre-existing code libraries and templates

• General knowledge and expertise gained during the project

These materials may be reused across multiple projects and clients.

5.3. Third-Party Components

Deliverables may incorporate third-party open-source or commercial components. These remain subject to their respective licensing agreements, which the Client must comply with.

5.4. Portfolio Rights

Unless otherwise agreed in writing, the Company reserves the right to:

• Include the project in our portfolio and case studies

• Use the Client's name and logo for promotional purposes

• Describe the general nature of the work performed

Sensitive details and confidential information will not be disclosed without permission.

6.1. Definition

"Confidential Information" includes all non-public information disclosed by either party, including:

• Technical specifications and source code

• Business strategies and financial information

• Customer data and proprietary algorithms

• Information designated as confidential or reasonably understood to be confidential

6.2. Obligations

Both parties agree to:

• Maintain the confidentiality of all Confidential Information

• Use Confidential Information solely for performing under this Agreement

• Not disclose Confidential Information to third parties without written consent

• Protect Confidential Information with the same care as their own confidential materials

6.3. Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no fault of the receiving party

• Was known to the receiving party prior to disclosure

• Is independently developed without use of Confidential Information

• Must be disclosed under legal or regulatory requirements

6.4. Duration

Confidentiality obligations survive termination of this Agreement for a period of 5 years.

7.1. Service Warranty

The Company warrants that:

• Services will be performed professionally and diligently in accordance with industry standards

• Deliverables will substantially conform to specifications in the SOW

• We have the right and authority to provide the services and deliverables

Warranty period for deliverables: 90 days from final delivery (unless otherwise specified in SOW).

7.2. Warranty Claims

To make a warranty claim:

• Notify us in writing within the warranty period

• Provide detailed description of the issue

• Allow reasonable time for investigation and remedy

Our sole obligation is to correct or re-perform defective services at no additional charge.

7.3. Disclaimers

EXCEPT AS EXPRESSLY PROVIDED IN WRITING:

• ALL SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND

• WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE

• WE DO NOT WARRANT THAT DELIVERABLES WILL BE ERROR-FREE, UNINTERRUPTED, OR SECURE

• WE DO NOT GUARANTEE SPECIFIC RESULTS, PERFORMANCE METRICS, OR BUSINESS OUTCOMES

AI and machine learning systems are probabilistic by nature and may produce unexpected results. Client is responsible for testing and validating AI systems before production deployment.

8.1. Maximum Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

The Company's total aggregate liability under this Agreement shall not exceed the total fees paid by the Client for the specific project or service giving rise to the claim, or ₹5,00,000 (Five Lakh Indian Rupees), whichever is less.

8.2. Excluded Damages

IN NO EVENT SHALL THE COMPANY BE LIABLE FOR:

• Indirect, incidental, special, or consequential damages

• Loss of profits, revenue, or business opportunities

• Loss of data or information (except due to gross negligence)

• Cost of substitute services or technology

• Damages arising from third-party claims

This limitation applies regardless of the legal theory (contract, tort, negligence, strict liability) and even if we have been advised of the possibility of such damages.

8.3. Exceptions

Limitations do not apply to:

• Damages caused by gross negligence or willful misconduct

• Breaches of confidentiality obligations

• Intellectual property infringement claims

• Liabilities that cannot be limited by law

9.1. Client Indemnification

The Client agrees to indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, and agents from any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• Your use or misuse of the deliverables

• Your breach of this Agreement or applicable laws

• Your violation of third-party rights

• Inaccurate or misleading information you provided

• Your failure to obtain necessary consents or licenses

9.2. Company Indemnification

The Company agrees to indemnify the Client against claims that deliverables created solely by us infringe third-party intellectual property rights, provided:

• You promptly notify us of the claim

• We have sole control of the defense

• You provide reasonable cooperation

Our obligation is limited to: (a) obtaining rights for continued use, (b) modifying deliverables to be non-infringing, or (c) refunding fees paid for the infringing component.

10.1. Informal Resolution

Both parties agree to first attempt to resolve any disputes through good-faith negotiations. Either party may initiate negotiations by providing written notice to the other party.

A senior representative from each party will meet (in person or virtually) within 15 days to attempt resolution.

10.2. Mediation

If informal negotiations fail within 30 days, disputes shall be submitted to mediation before a mutually agreed mediator in Jamshedpur, Jharkhand, India.

Each party shall bear its own costs, and the parties shall share mediation fees equally.

10.3. Arbitration

If mediation fails, disputes shall be resolved through binding arbitration under the Arbitration and Conciliation Act, 1996 (India).

Arbitration shall be conducted by a single arbitrator mutually agreed upon by both parties.

Seat of arbitration: Jamshedpur, Jharkhand, India

Language: English

The arbitrator's decision shall be final and binding.

10.4. Exceptions

Either party may seek injunctive relief or specific performance in court without first pursuing mediation or arbitration if immediate relief is necessary to prevent irreparable harm.

11.1. Amendments

• Any amendments to this Agreement must be made in writing and signed by authorized representatives of both parties

• The Company reserves the right to update these terms for future projects, with 30 days' notice to active clients

• Continued use of services after notice constitutes acceptance of updated terms

• Project-specific SOWs take precedence over general terms for that project

11.2. Termination for Convenience

Either party may terminate the engagement with 30 days' written notice, subject to:

• Client pays for all work completed and in-progress up to termination date

• Client pays termination fee of 25% of remaining contract value

• Company delivers all completed deliverables upon final payment

11.3. Termination for Cause

Either party may terminate immediately for material breach if:

• The breaching party fails to cure within 15 days of written notice

• The breach is incurable in nature

Company may terminate immediately if Client:

• Fails to pay undisputed invoices for 30+ days

• Fails to provide required cooperation or information

• Violates intellectual property or confidentiality terms

11.4. Effect of Termination

Upon termination:

• Client remains obligated to pay for all services rendered

• Company will deliver all completed work upon final payment

• Confidentiality and indemnification obligations survive

• Sections 5 (IP), 6 (Confidentiality), 8 (Liability), 9 (Indemnity), and 12 (Governing Law) survive termination

12.1. Governing Law

This Agreement is governed by and construed in accordance with the laws of India, without regard to conflict of law principles.

12.2. Jurisdiction

Subject to Section 10 (Dispute Resolution), any legal action related to this Agreement shall be brought exclusively in the courts located in Jamshedpur, Jharkhand, India.

Both parties consent to the personal jurisdiction of these courts and waive any objections to venue.

13.1. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from acts beyond reasonable control, including natural disasters, war, terrorism, labor disputes, internet outages, or governmental actions.

13.2. Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship.

13.3. Assignment

• Client may not assign this Agreement without Company's prior written consent

• Company may assign to affiliates or in connection with merger or acquisition

13.4. Entire Agreement

This Agreement, together with any SOW, constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and communications.

13.5. Severability

If any provision is found invalid or unenforceable, the remaining provisions remain in full effect, and the invalid provision will be modified to be enforceable while preserving intent.

13.6. Waiver

Failure to enforce any provision does not constitute a waiver of that provision or any other provision. Waivers must be in writing.

13.7. Notices

All notices must be in writing and sent to the addresses specified in the SOW or this Agreement. Notices are effective upon receipt.

For any questions, clarifications, or concerns regarding these Terms of Service, please contact:

Aarna Tech Consultants Private Limited (ATCUALITY)

📧 Email: info@atcuality.com

📱 Phone: +91 8986860088

🏢 Address: 72, G-Road, Anil Sur Path, Uliyan, Kadma, Jamshedpur, Jharkhand - 831005, India

Business Hours: Monday - Friday, 9:00 AM - 6:00 PM IST

Response Time: Within 1-2 business days

For urgent matters regarding active projects, please contact your designated project manager directly.