Terms of Service

Welcome to NeoVantra. By accessing our website at neovantra.com, engaging our services, or entering into a contractual agreement with us, you agree to be bound by these Terms of Service ("Terms").

These Terms constitute a legally binding agreement between you ("Client", "you", "your") and NeoVantra ("Company", "we", "us", "our"). If you do not agree to these Terms, please do not use our services.

We may update these Terms from time to time. Continued use of our services after changes constitutes acceptance of the modified Terms.

NeoVantra provides a comprehensive range of IT services and consulting solutions, including but not limited to:

• Custom Software Development (Web, Mobile, Desktop Applications)
• Artificial Intelligence & Machine Learning Solutions
• Cloud Computing Services (AWS, Azure, Google Cloud)
• SaaS Application Development & Management
• DevOps, CI/CD, and Infrastructure Automation
• UI/UX Design & Digital Experience Design
• IT Consulting, Strategy, and Digital Transformation
• Technical Support, Maintenance, and Managed Services

The specific scope, deliverables, timelines, and fees for each project are defined in a separate Statement of Work (SOW), Project Proposal, or Service Agreement, which forms an integral part of these Terms.

We reserve the right to refuse service to any client or project at our sole discretion.

To ensure successful project delivery, clients are responsible for:

• Timely Information: Providing accurate requirements, specifications, content, and feedback within agreed timelines
• Access: Granting necessary access to systems, accounts, APIs, and infrastructure required for project completion
• Decision-Making: Designating authorized representatives for approvals and decisions
• Third-Party Services: Managing licenses, subscriptions, and agreements with third-party vendors (unless explicitly included in our scope)
• Compliance: Ensuring all provided content, materials, and requirements comply with applicable laws and regulations
• Testing & Acceptance: Reviewing deliverables and providing feedback during designated testing phases
• Communication: Maintaining regular communication and responding to inquiries promptly

Delays caused by client's failure to fulfill these responsibilities may result in timeline adjustments and additional costs.

Payment Terms:

• Project-Based: Payment milestones as outlined in the SOW (typically 30-50% upfront, remainder upon completion)
• Hourly/Time-Based: Invoiced monthly or bi-weekly based on hours worked
• Retainer: Fixed monthly fee for ongoing services, billed in advance
• Subscription: Recurring monthly or annual fees for SaaS products and managed services

Payment Methods:

We accept bank transfers, credit/debit cards, PayPal, and other payment methods as agreed upon.

Late Payments:

Invoices are due within 15 days of issuance unless otherwise specified. Late payments may incur interest charges of 1.5% per month (18% annually) or the maximum rate permitted by law, whichever is lower.

We reserve the right to suspend services for accounts with overdue payments exceeding 30 days.

Taxes:

All fees are exclusive of applicable taxes (GST, VAT, sales tax, etc.). Clients are responsible for all taxes associated with the services.

Refunds:

Refund policies vary by service type and are specified in individual agreements. Generally, upfront payments are non-refundable once work has commenced.

Ownership of Deliverables:

Upon receipt of full payment, you will own the custom-developed deliverables specifically created for your project, subject to the following:

• You must have paid all fees in full
• Ownership transfer is limited to the final deliverables, not work-in-progress or drafts
• Ownership excludes pre-existing materials, third-party components, and our proprietary tools

NeoVantra Intellectual Property:

We retain ownership of all pre-existing intellectual property, including:

• Development frameworks, libraries, and code templates
• Design systems, UI components, and reusable assets
• Proprietary methodologies, processes, and tools
• Any intellectual property developed outside the scope of your project

Clients receive a perpetual, non-exclusive, royalty-free license to use such materials as integrated into the final deliverables.

Third-Party Components:

Projects may include third-party open-source libraries, APIs, or licensed software. Clients must comply with applicable licenses and terms.

Portfolio Rights:

Unless otherwise agreed in writing, NeoVantra reserves the right to showcase completed projects in our portfolio, case studies, and marketing materials, with appropriate confidentiality considerations.

Our services may require or integrate with third-party platforms, tools, and services, including:

• Cloud hosting providers (AWS, Azure, Google Cloud, Vercel, etc.)
• Domain registrars and DNS services
• Payment processors and financial services
• Email delivery services and marketing platforms
• Analytics and monitoring tools
• Third-party APIs and software integrations

Client Responsibility: Unless explicitly included in our proposal, clients are responsible for procuring, paying for, and managing all third-party services, licenses, and subscriptions.

No Warranties: NeoVantra does not warrant the availability, performance, or functionality of third-party services. We are not liable for disruptions or issues caused by third-party providers.

Integration Support: We will make reasonable efforts to integrate and configure third-party services, but successful integration depends on third-party cooperation and compatibility.

Both parties agree to maintain the confidentiality of proprietary information disclosed during the course of the engagement.

Confidential Information Includes:

• Business strategies, financial data, and trade secrets
• Technical specifications, source code, and system architectures
• Customer data, user information, and proprietary processes
• Any information marked as confidential or that reasonably should be considered confidential

Obligations:

• Use confidential information solely for the purpose of performing services
• Protect confidential information with the same care as your own sensitive data
• Not disclose confidential information to third parties without prior written consent
• Return or destroy confidential information upon request or termination

Exceptions:

Confidentiality obligations do not apply to information that: (a) is publicly available, (b) was known prior to disclosure, (c) is independently developed, or (d) must be disclosed by law.

For projects requiring enhanced confidentiality protections, we will execute a separate Non-Disclosure Agreement (NDA).

Limited Warranty:

NeoVantra warrants that services will be performed in a professional and workmanlike manner, consistent with industry standards. We will make reasonable efforts to correct any defects or non-conformities reported within 30 days of delivery.

Disclaimer of Warranties:

EXCEPT AS EXPRESSLY PROVIDED HEREIN, SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR UNINTERRUPTED OPERATION.

We do not warrant that:

• Services will meet all your requirements or expectations
• Software will be error-free or operate without interruption
• Specific business results or outcomes will be achieved
• Third-party integrations will function without issues
• Security measures will prevent all potential threats

Client Acceptance:

Formal client acceptance of deliverables (or failure to reject within the testing period) constitutes acknowledgment that deliverables meet specifications.

IMPORTANT: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NEOVANTRA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICES PROVIDED.

Cap on Liability:

NeoVantra's total aggregate liability for all claims arising from or related to the services shall not exceed the total fees paid by the client for the specific services giving rise to the claim during the 12 months preceding the claim.

Exclusions from Limitation:

The above limitations do not apply to:

• Claims arising from gross negligence or willful misconduct
• Breach of confidentiality obligations
• Violation of intellectual property rights
• Claims that cannot be limited by applicable law

Sole Remedy:

Your sole and exclusive remedy for dissatisfaction with services is to terminate the agreement and receive a pro-rata refund for unperformed services (if applicable), subject to any termination fees.

Client Indemnification:

You agree to indemnify, defend, and hold harmless NeoVantra, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of the services or deliverables
• Your violation of these Terms or applicable laws
• Content, materials, or information you provide
• Infringement of third-party intellectual property rights by your materials
• Your business operations or end-user interactions

NeoVantra Indemnification:

NeoVantra will indemnify you against third-party claims that our custom-developed deliverables infringe valid intellectual property rights, provided you:

• Promptly notify us in writing of the claim
• Grant us sole control of the defense and settlement
• Cooperate reasonably in the defense

This indemnity does not apply to claims arising from modifications, combinations, or use beyond the scope of the license granted.

Termination by Client:

You may terminate services by providing written notice as specified in your agreement (typically 30 days for ongoing services, or immediately for project-based work subject to payment for work completed).

Termination by NeoVantra:

We may terminate services immediately if:

• You breach these Terms or the service agreement
• Payment is overdue by more than 30 days
• You engage in illegal, fraudulent, or harmful activities
• Continued performance becomes commercially impracticable

Effect of Termination:

• Client remains obligated to pay for all services rendered through the termination date
• NeoVantra will deliver work-in-progress (if paid for) in its current state
• All licenses and access rights terminate unless otherwise agreed
• Confidentiality, indemnification, and limitation of liability provisions survive termination

Termination Fees:

Early termination of fixed-term agreements may incur termination fees as specified in your service agreement.

These Terms and any disputes arising from or related to them shall be governed by and construed in accordance with the laws of India, specifically the jurisdiction of Madhya Pradesh, without regard to its conflict of law provisions.

The parties consent to the exclusive jurisdiction of the courts located in Gwalior, Madhya Pradesh, India for the resolution of any disputes.

If you are a consumer in a jurisdiction with mandatory consumer protection laws, those laws may apply to the extent they cannot be waived by agreement.

Informal Resolution:

Before initiating formal proceedings, parties agree to attempt to resolve disputes informally by contacting each other and negotiating in good faith for at least 30 days.

Mediation:

If informal resolution fails, parties agree to pursue mediation through a mutually agreed mediator before resorting to litigation.

Arbitration (Optional):

For disputes exceeding INR 10,00,000 (Ten Lakh Rupees), parties may agree to binding arbitration under the Arbitration and Conciliation Act, 1996, conducted in Gwalior, Madhya Pradesh.

Legal Action:

If disputes cannot be resolved through the above methods, either party may pursue legal action in the courts of Gwalior, Madhya Pradesh, India.

If you have questions, concerns, or need clarification regarding these Terms of Service, please contact us: