Terms & Conditions

1. Acceptance of terms

These Terms & Conditions ("Terms") govern your access to and use of the website at [https://asvtechsolutions.com] (the "Site") operated by ASV Tech Solutions ("ASV Tech Solutions", "we", "us" or "our"), and, where applicable, the provision of our services.

By accessing the Site or engaging us, you agree to be bound by these Terms. If you do not agree, do not use the Site or our services.

2. Definitions

• "Client" means a person or entity that engages ASV Tech Solutions for Services.
• "Services" means software design, development, consulting, maintenance and related work provided by us.
• "Deliverables" means the code, designs, documentation and other materials produced for a Client under an SOW.
• "SOW" means a statement of work, proposal or order form describing scope, timeline and fees, signed or accepted by both parties.
• "Pre-Existing IP" means materials, tools, libraries and know-how owned by a party before the engagement or developed outside it.

3. Use of the website

You may use the Site for lawful, informational purposes only. You agree not to:

• Use the Site in violation of any applicable law or regulation.
• Attempt to gain unauthorised access to the Site, its servers or related systems.
• Introduce malware, or probe, scan or test the vulnerability of the Site without our written permission.
• Scrape, harvest or collect data from the Site by automated means without our consent.
• Reproduce, duplicate or resell any part of the Site except as permitted by these Terms.

We may suspend or restrict access to the Site at any time, without notice, for maintenance, security or legal reasons.

4. Services & proposals

Nothing on the Site is an offer to contract. Services are provided only under a mutually agreed SOW. In the event of a conflict between these Terms and a signed SOW or master services agreement, the signed document prevails for that engagement.

Estimates, timelines and roadmaps are made in good faith and may change as scope and requirements evolve. Changes to scope are handled through a written change request and may affect fees and schedule.

5. Fees & payment

• Fees, rates and the billing model (fixed-price, time-and-materials or retainer) are set out in the applicable SOW.
• Unless stated otherwise, invoices are payable within [15] days of the invoice date.
• Late amounts may accrue interest at [1.5%] per month or the maximum permitted by law, whichever is lower, and we may suspend Services on [7] days' notice for overdue invoices.
• Fees are exclusive of applicable taxes (e.g. GST/VAT), which the Client is responsible for.
• Third-party costs (hosting, licences, APIs, domains) are passed through and are the Client's responsibility unless the SOW states otherwise.
• Except as expressly stated, payments are non-refundable.

6. Intellectual property

6.1 Site content

All content on the Site — text, graphics, logos, and the ASV Tech Solutions name and branding — is owned by us or our licensors and is protected by intellectual property laws. No licence is granted except the limited right to view the Site.

6.2 Deliverables

Subject to full payment of all fees due under the relevant SOW, we assign to the Client the intellectual property rights in the custom Deliverables created specifically for that Client, excluding Pre-Existing IP and Third-Party Materials.

6.3 Pre-Existing & retained IP

We retain all rights in our Pre-Existing IP, internal tools, frameworks and general know-how. We grant the Client a non-exclusive, perpetual, worldwide licence to use our Pre-Existing IP solely as incorporated in the Deliverables.

6.4 Open-source & third-party components

Deliverables may include open-source or third-party components licensed under their own terms, which the Client agrees to comply with.

6.5 Portfolio rights

Unless the SOW says otherwise, we may identify the Client and describe the work at a high level in our portfolio and marketing, without disclosing Confidential Information.

7. Client responsibilities

• Provide timely access to materials, systems, information and decision-makers needed for the Services.
• Ensure the Client has the rights to all content, data and materials supplied to us.
• Review Deliverables and provide consolidated feedback within agreed review windows.
• Maintain appropriate backups and, after handover, be responsible for the operation and security of the Deliverables in production unless we are engaged for ongoing support.

Delays caused by the Client may extend timelines and, for time-and-materials engagements, increase fees.

8. Confidentiality

Each party may receive information that is confidential to the other ("Confidential Information"). The receiving party will use it only to perform under the engagement, protect it with reasonable care, and not disclose it except to personnel and advisers who need it and are bound by confidentiality. This does not apply to information that is public through no fault of the receiving party, independently developed, or required to be disclosed by law.

9. Warranties & disclaimers

We warrant that Services will be performed with reasonable skill and care consistent with industry standards. For a period of [30] days after acceptance of a Deliverable, we will remediate reproducible defects that cause the Deliverable to fail to conform materially to the SOW, at no additional charge.

Except as expressly stated in these Terms or an SOW, the Site and the Services are provided "as is" and "as available", and we disclaim all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranty that the Site or Deliverables will be uninterrupted, error-free or completely secure.

10. Limitation of liability

To the maximum extent permitted by law:

• Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, data or goodwill, arising out of or related to the Site, the Services or these Terms.
• Our total aggregate liability arising out of or related to an engagement will not exceed the total fees paid by the Client to us for that engagement in the [six (6)] months preceding the event giving rise to the claim (or, for Site use with no engagement, [INR 10,000 / USD 100]).
• These limits do not apply to liability that cannot be limited by law, a party's indemnification obligations, breach of confidentiality, or a Client's payment obligations.

11. Indemnification

The Client will defend, indemnify and hold us harmless from third-party claims arising out of (a) content, data or materials the Client provides, (b) the Client's use or operation of the Deliverables after delivery, or (c) the Client's breach of these Terms or applicable law. We will indemnify the Client against third-party claims that a custom Deliverable, as delivered by us, infringes that third party's intellectual property rights, excluding claims arising from Client materials, modifications not made by us, or combination with items not supplied by us.

12. Term & termination

• These Terms apply while you use the Site and for the duration of any engagement.
• Either party may terminate an engagement for material breach not cured within [15] days of written notice.
• Either party may terminate a time-and-materials or retainer engagement for convenience on [30] days' written notice.
• On termination, the Client will pay for all Services performed and non-cancellable commitments incurred up to the termination date. Provisions that by their nature should survive (IP, confidentiality, liability, payment, governing law) survive termination.

13. Third-party services & links

The Site and Deliverables may reference or integrate third-party products and services. We do not control and are not responsible for third-party services, their terms, availability or content. Your use of them is at your own risk and subject to their terms.

14. 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, war, civil unrest, labour disputes, epidemics, government action, power or internet failures, and failures of third-party providers.

15. Governing law & disputes

These Terms are governed by the laws of [India], without regard to conflict-of-laws rules. Subject to any agreed arbitration clause in an SOW, the courts of [Pune, Maharashtra, India] have exclusive jurisdiction over disputes arising out of or relating to these Terms. The parties will attempt in good faith to resolve disputes through negotiation before commencing proceedings.

16. General

• Entire agreement: these Terms, together with any applicable SOW and our Privacy Policy, are the entire agreement between the parties on their subject matter.
• Amendments: we may update these Terms by posting a revised version on the Site; continued use after the effective date constitutes acceptance. Engagement terms are amended only in writing signed by both parties.
• Assignment: neither party may assign these Terms without the other's consent, except to a successor in a merger or asset sale.
• Severability: if any provision is unenforceable, the rest remains in effect.
• No waiver: failure to enforce a provision is not a waiver of it.
• Independent contractors: the parties are independent contractors; nothing creates a partnership, joint venture or employment relationship.
• Notices: notices must be in writing and sent to the addresses in the SOW or to legal@asvtechsolutions.com.

17. Contact

Questions about these Terms:

• Email: legal@asvtechsolutions.com
• Post: ASV Tech Solutions, [full postal address]