Contractual Governance & Service Agreement

Terms of Service

These Terms of Service govern your access to and commercial engagement with Vanavya Consulting Pvt Ltd (VANAVYA TECH), including our custom engineering, cloud infrastructure, AI solutions, and digital products.

Effective Date: January 1, 2025•Last Updated: October 2025• Jurisdiction: New Delhi, India
Key Contractual Principles

These Terms define how Vanavya Consulting Pvt Ltd provides professional software engineering, AI architecture, and consulting services. Individual project deliverables and payment milestones are further detailed in mutually executed Statements of Work (SOW) or Master Services Agreements (MSA).

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1. ACCEPTANCE OF TERMS

Welcome to Vanavya Consulting Pvt Ltd (operating under the brand identity “VANAVYA TECH”, “Company”, “we”, “our”, or “us”).

By accessing, browsing, or utilizing our website (vanavyatech.com), engaging our professional engineering or consultancy services, or interacting with our digital applications, you (“Client”, “User”, “you”) explicitly acknowledge that you have read, understood, and agreed to be legally bound by these Terms of Service (“Terms”), together with our Privacy Policy.

If you are entering into this agreement on behalf of a company, corporation, or other legal entity, you represent and warrant that you possess the requisite authority to bind said entity to these Terms. If you do not accept these Terms in their entirety, you must immediately refrain from accessing our website or engaging our services.

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2. DESCRIPTION OF SERVICES

VANAVYA TECH is a specialized technology and digital engineering firm providing enterprise-grade services across the digital lifecycle, including but not limited to:

Custom Software & Web Engineering

High-performance web applications, API microservices, enterprise SaaS platforms, and distributed systems.

Cloud & DevOps Infrastructure

Cloud architecture, automated CI/CD pipelines, container orchestration, monitoring, and cloud migration.

AI & Intelligent Automation

Generative AI workflows, machine learning models, natural language pipelines, and intelligent agent systems.

Strategic IT & Advisory Consulting

Architecture audits, technical due diligence, cybersecurity hardening, and digital modernization roadmaps.

The precise scope, sprint deliverables, timelines, acceptance criteria, and fee structures for specific enterprise engagements will be established through mutually executed Statements of Work (SOW), Master Services Agreements (MSA), or Service Orders, which shall incorporate these Terms by reference.

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3. USER OBLIGATIONS & CONDUCT

While accessing our website, communicating with our engineering teams, or leveraging our solutions, you agree and covenant to:

  • Accurate Information: Furnish authentic, complete, and updated technical requirements, corporate identification, and authorization credentials necessary for service delivery.
  • Lawful Use Exclusively: Utilize our services and delivered software strictly for lawful business purposes in complete harmony with applicable local, national, and international laws.
  • Prohibition Against System Interference: Not probe, scan, or test the vulnerability of any system, network, or server hosting our platform without explicit written authorization.
  • Malicious Code Prohibition: Not introduce trojans, worms, logic bombs, ransomware, or any technically detrimental payload into our development pipelines, repositories, or staging environments.
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4. INTELLECTUAL PROPERTY RIGHTS

Client Deliverables & IP Transfer: All custom source code, documentation, UI assets, and bespoke deliverables engineered exclusively for a Client shall become the exclusive intellectual property of the Client upon receipt of full and final payment under the applicable Statement of Work, unless otherwise mutually delineated in writing.

Pre-Existing IP & Frameworks: VANAVYA TECH retains all rights, title, and ownership in and to its pre-existing foundational architectures, software libraries, proprietary utility packages, tools, algorithms, and know-how (“Background IP”). To the extent Background IP is incorporated into client deliverables, the Client is granted a perpetual, worldwide, non-exclusive, royalty-free license to use said Background IP solely as integrated within the deliverable.

Third-Party & Open Source Components: Deliverables may incorporate third-party or open-source software libraries licensed under permissive terms (e.g., MIT, Apache 2.0). Such software remains governed by its respective licenses.

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5. PAYMENT & BILLING TERMS

Professional service fees, disbursement schedules, and milestone allocations will be detailed in the governing SOW or Invoice:

  • Invoicing Schedule: Invoices are generated in accordance with milestones achieved, sprint cycles, or monthly retainer arrangements. Invoices are payable within the net terms stated on each invoice (typically Net 15 or Net 30 days).
  • Taxes: Fees are exclusive of applicable Indian Goods and Services Tax (GST) or international withholding taxes, which shall be charged at prevailing statutory rates.
  • Late Payments & Service Hold: In the event of unjustified payment delays exceeding 15 days past due date, VANAVYA TECH reserves the right to suspend development sprints, withhold deployment credentials, or levy statutory interest until full reconciliation.
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6. CONFIDENTIALITY & NON-DISCLOSURE

Both parties (“Disclosing Party” and “Receiving Party”) mutually covenant to maintain strict confidentiality regarding all proprietary information, client data, business strategies, source code, trade secrets, and financial details disclosed during the engagement.

The Receiving Party agrees to apply the same degree of care it uses to protect its own confidential assets (and in no event less than reasonable care). Confidentiality obligations shall endure throughout the engagement and survive for five (5) years post-termination, except for trade secrets which remain protected in perpetuity.

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7. LIMITATION OF LIABILITY & WARRANTIES

Service Standards: VANAVYA TECH warrants that services will be performed in a highly professional, workmanlike manner adhering to modern software engineering standards.

Disclaimer of Consequential Damages: To the maximum extent permitted by applicable Indian law, neither party shall be liable for indirect, incidental, consequential, punitive, or special damages, including lost revenue, lost profits, reputational harm, or data loss arising out of or related to these Terms.

Aggregate Liability Cap: In all circumstances, VANAVYA TECH's total cumulative liability arising from any claim under an applicable engagement shall not exceed the total fees actually received by the Company from the Client under the specific SOW in the three (3) months immediately preceding the event giving rise to liability.

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8. TERM & TERMINATION

These Terms remain operative while you access our website or engage our engineering teams.

  • Termination for Convenience: SOWs may be terminated by either party upon thirty (30) days prior written notice, subject to payment for completed deliverables and accrued expenses up to the termination date.
  • Termination for Cause: Either party may terminate immediately if the other party commits a material breach and fails to cure such breach within fifteen (15) business days of written notice.
  • Survival: Provisions pertaining to Intellectual Property, Confidentiality, Limitation of Liability, Governing Law, and Payment Obligations shall survive any termination.
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9. GOVERNING LAW & JURISDICTION

These Terms, Statements of Work, and any contractual disputes arising out of or in connection with our services shall be governed by, construed, and interpreted strictly in accordance with the substantive laws of the Republic of India, without regard to principles of conflicts of law.

Exclusive Judicial Jurisdiction

Both parties irrevocably consent and submit to the exclusive jurisdiction of the competent judicial courts situated in New Delhi, India for the adjudication of all disputes, proceedings, or claims.