Terms and Conditions

Acceptance of terms

By accessing or using the Services, you confirm that you have read, understood, and accepted these Terms and our Privacy Policy. If you are using the Services on behalf of an organisation, you accept these Terms on its behalf and confirm you have authority to bind it.

Definitions

• “You” / “Client” — the individual or organisation accessing or using the Services.
• “SOW” — a statement of work, proposal, order form, or written agreement describing specific services or deliverables.
• “Deliverables” — the outputs, code, materials, or results produced for you under an SOW.
• “Nexgale IP” — our pre-existing and independently developed frameworks, tooling, templates, know-how, and reusable assets.

Services description and order of precedence

Nexgale provides AI and automation solutions, applied AI systems, product consulting, engineering, and related digital tools. The scope of any engagement is defined by the applicable SOW.

Service descriptions on our website, marketing materials, proposals, and documentation are provided for general information and do not form binding commitments. In the event of any conflict, a signed SOW prevails over these Terms, and these Terms prevail over any other materials. We may modify, suspend, or discontinue any part of the Services at any time.

Eligibility

You must have the legal capacity to enter into binding agreements in your jurisdiction. If acting on behalf of an organisation, you represent that you are authorised to bind that organisation.

User responsibilities

You agree to:

• Provide accurate, lawful, complete, and authorised information.
• Review deliverables and approve deployment, configuration, and operational decisions responsibly.
• Maintain compliance with all laws and regulations applicable to your domain, data, and use case.
• Obtain and maintain all consents, licences, and permissions required for any data or content you provide to us.
• Be solely responsible for your use of the Services and any outcomes resulting from that use.

Acceptable use and prohibited uses

You must not:

• Use the Services for any illegal purpose, abuse, reverse engineering without permission, or security exploitation.
• Submit malicious, infringing, harmful, or unauthorised data or content.
• Use the Services to violate laws, third-party rights, or contractual obligations.
• Interfere with, overload, probe, or disrupt the Services or attempt to gain unauthorised access.
• Resell, sublicense, or commercially exploit the Services except as expressly permitted in writing.

We may investigate suspected violations and take any action we consider appropriate, including suspension or termination.

Payment terms

• Fees for paid Services are governed by the applicable SOW or invoice.
• Unless stated otherwise, all fees are exclusive of taxes; you are responsible for all applicable taxes, including GST, levies, and withholding, except taxes on our income.
• Invoices are payable within the period stated on the invoice. Late payments may accrue interest at [1.5]% per month (or the maximum permitted by law, if lower) from the due date until paid.
• We may withhold delivery, suspend Services, or pause maintenance and support for overdue amounts.
• Except where required by law or expressly agreed in writing, all fees and prepayments are non-refundable.
• If you dispute an invoice in good faith, you must notify us in writing within [7] days of the invoice date; undisputed amounts remain payable on time.

Intellectual property

• Unless otherwise agreed in writing, Nexgale retains all rights, title, and interest in Nexgale IP, including pre-existing frameworks, internal tooling, templates, and reusable engineering assets, including any improvements to them.
• Ownership or licensing of custom Deliverables is defined by the applicable SOW. No transfer of ownership is implied without written confirmation, and any transfer is conditional on full payment.
• Where Deliverables incorporate Nexgale IP, we grant you a non-exclusive, non-transferable licence to use that Nexgale IP solely as part of the Deliverables and for your internal business purposes.
• You retain ownership of the data and content you provide. You grant us a licence to use that data and content as necessary to provide the Services.
• If you provide feedback, suggestions, or ideas, you grant us a perpetual, irrevocable, royalty-free right to use them without restriction or obligation to you.

Confidentiality

Each party agrees to protect confidential information shared during an engagement and to use it only for purposes of the engagement, subject to legal disclosure obligations and to the terms of any separate NDA or contract. This obligation survives termination.

AI output disclaimer

• Our AI systems may produce inaccurate, incomplete, biased, or contextually unsuitable outputs.
• AI outputs do not constitute legal, financial, medical, or professional advice.
• You are solely responsible for reviewing and validating outputs before any operational, business, or other reliance.
• We are not liable for decisions made, or actions taken, solely on the basis of AI-generated output.

No warranty / no guarantee

The Services are provided on an “as is” and “as available” basis. To the maximum extent permitted by law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, accuracy, and non-infringement. We do not guarantee uninterrupted or error-free access, specific business outcomes, or particular results.

Third-party services

The Services may integrate third-party tools, APIs, models, or infrastructure. We are not responsible for the availability, content, performance, security, or policy changes of third-party providers, and your use of them may be subject to their own terms.

Limitation of liability

To the maximum extent permitted by law:

• We are not liable for any indirect, incidental, consequential, punitive, special, or exemplary damages, or for loss of profits, revenue, business, goodwill, anticipated savings, or data, however arising, even if advised of the possibility.
• Our total aggregate liability arising out of or relating to the Services or these Terms, regardless of the cause of action, will not exceed the total fees actually paid by you to us for the specific Services giving rise to the claim during the [3] months immediately preceding the event giving rise to the claim, or INR [10,000] where no fees were paid.

Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under applicable law. These limitations apply to the fullest extent permitted and survive termination.

Indemnification

You agree to defend, indemnify, and hold harmless Nexgale, its directors, and its personnel from and against any claims, liabilities, losses, damages, and costs (including reasonable legal fees) arising from or related to: your use of the Services; your data or content; your breach of these Terms or any law; unauthorised, unlawful, or infringing content submissions; or your reliance on AI outputs.

Suspension

We may suspend or restrict your access to the Services, in whole or in part, without liability, where we reasonably believe there is a security threat, a legal or regulatory requirement, non-payment, abuse, or a breach of these Terms.

Termination

• We may suspend or terminate access for violations, abuse, legal requirements, security threats, non-payment, or breach of contractual obligations, with or without notice.
• Either party may terminate an engagement as set out in the applicable SOW.
• On termination, your right to use the Services ends. Fees accrued or paid before termination are non-refundable except as required by law.
• Sections relating to intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, governing law, and any provision that by its nature should survive, will survive termination.

Force majeure

We are not liable for any delay or failure to perform caused by events beyond our reasonable control, including acts of God, natural disasters, internet or infrastructure outages, third-party platform failures, power failures, cyber-attacks, strikes, war, civil unrest, or government action.

Changes to services or terms

We may update the Services and these Terms from time to time. Updated Terms become effective when published with a revised effective date. Your continued use of the Services after an update indicates acceptance of the revised Terms.

Governing law and jurisdiction

These Terms are governed by the laws of India. Subject to applicable law, the courts in Vadodara, Gujarat, India will have exclusive jurisdiction over any disputes arising out of or relating to these Terms or the Services. Any dispute may first be referred to arbitration in Vadodara, Gujarat, under the Arbitration and Conciliation Act, 1996, before a sole arbitrator, with proceedings in English.

General

• Entire agreement — these Terms, together with any applicable SOW and our Privacy Policy, constitute the entire agreement between the parties and supersede prior discussions.
• Severability — if any provision is held unenforceable, the remaining provisions remain in full effect, and the unenforceable provision will be read down to the minimum extent necessary.
• Assignment — you may not assign or transfer these Terms without our prior written consent. We may assign these Terms to an affiliate or successor.
• Waiver — failure to enforce any provision is not a waiver of it.
• Relationship — nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.
• No third-party beneficiaries — these Terms do not confer rights on any third party.
• Notices — formal notices to us should be sent to [email protected].

Contact

Nexgale Dynamics Pvt Ltd

Email: [email protected]

Location: Vadodara, Gujarat, India