Terms of Service

1. Agreement to Terms

By accessing or using NeoAavya Consulting Services ("NeoAavya," "we," "us," or "our"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, please do not use our services.

These Terms constitute a legally binding agreement between you (whether personally or on behalf of an entity) and NeoAavya regarding your use of our website, services, and products.

2. Services Description

NeoAavya provides the following professional IT consulting services:

• AI-Driven FinOps & GreenOps: Cloud cost optimization and carbon emission reduction through our Aavya-Optima platform
• Cloud Solutions: AWS, Azure, and Google Cloud infrastructure design, migration, and management
• Software Development: Custom application development, web, mobile, and enterprise solutions
• IT Infrastructure Management: Server management, network design, and system administration
• Cybersecurity Services: Security audits, penetration testing, compliance consulting
• DevOps & Automation: CI/CD pipelines, infrastructure as code, container orchestration
• Technical Support: 24/7 support, helpdesk services, and incident management

3. Service Agreements & Scope

3.1 Statement of Work (SOW)

All services are provided under individual Statements of Work (SOW) or Master Service Agreements (MSA) that detail:

• Project scope, deliverables, and timelines
• Pricing structure (fixed-price, time & materials, or retainer)
• Acceptance criteria and testing procedures
• Change management processes
• Support and maintenance terms

3.2 Client Responsibilities

Clients agree to:

• Provide timely access to necessary systems, data, and personnel
• Designate a primary point of contact for project communication
• Provide accurate and complete information required for service delivery
• Review and approve deliverables within agreed timeframes
• Make timely payments according to agreed payment terms

3.3 Service Level Agreements (SLA)

For ongoing support services, we provide SLAs covering:

• Response Times: Critical issues (1 hour), High priority (4 hours), Medium (1 business day), Low (3 business days)
• Uptime Guarantees: 99.9% availability for managed services
• Escalation Procedures: Clear escalation paths for unresolved issues

4. Payment Terms

4.1 Pricing & Invoicing

• Fixed-Price Projects: Invoiced based on milestones defined in the SOW
• Time & Materials: Invoiced monthly based on actual hours worked at agreed hourly rates
• Retainer Services: Invoiced monthly in advance
• Payment Terms: Net 30 days from invoice date unless otherwise agreed

4.2 Late Payments

Invoices unpaid after 30 days may incur a late fee of 1.5% per month (18% annually). NeoAavya reserves the right to suspend services for accounts overdue by more than 45 days until payment is received.

4.3 Expenses & Third-Party Costs

Unless otherwise specified, client is responsible for:

• Cloud infrastructure costs (AWS, Azure, GCP usage)
• Third-party software licenses required for project delivery
• Travel expenses (with prior approval) for on-site work

5. Intellectual Property Rights

5.1 Client-Owned IP

Upon full payment, all custom work products created specifically for the client ("Deliverables") become the exclusive property of the client. This includes:

• Custom software code developed for the client
• Project documentation and technical specifications
• Database schemas and data models
• UI/UX designs created specifically for the client

5.2 NeoAavya Retained IP

NeoAavya retains all rights to:

• Pre-Existing IP: Frameworks, libraries, tools, and methodologies developed prior to engagement
• Aavya-Optima Platform: Our proprietary FinOps/GreenOps SaaS platform and underlying algorithms
• Generalized Knowledge: Techniques, processes, and know-how developed during the project
• Reusable Components: Generic code modules not specific to client's business

5.3 Third-Party Licenses

Open-source and third-party components integrated into deliverables remain subject to their original licenses (MIT, Apache 2.0, GPL, etc.). Client is responsible for compliance with these licenses.

5.4 Portfolio & Case Studies

NeoAavya may showcase completed work in portfolios, case studies, and marketing materials unless client explicitly prohibits such use in writing. Any confidential or proprietary information will be redacted or anonymized.

6. Confidentiality

6.1 Mutual NDA

Both parties agree to maintain confidentiality of proprietary information disclosed during the engagement, including:

• Business strategies, financial data, and customer information
• Technical specifications, source code, and system architectures
• Passwords, API keys, and access credentials
• Any information explicitly marked as "Confidential"

6.2 Data Security

NeoAavya implements industry-standard security measures including:

• Encrypted communication channels (TLS 1.3)
• Access controls and multi-factor authentication
• Regular security audits and penetration testing
• GDPR, CCPA, and SOC 2 compliance practices

7. Warranties & Disclaimers

7.1 Limited Warranty

NeoAavya warrants that:

• Services will be performed in a professional and workmanlike manner consistent with industry standards
• Deliverables will substantially conform to specifications outlined in the SOW
• We have the necessary rights to provide the services and deliverables

7.2 Warranty Period

For software development projects, we provide a 90-day warranty from acceptance date for defects in functionality as specified in the SOW. Bug fixes during this period are provided at no additional charge.

7.3 Third-Party Services

NeoAavya is not responsible for failures, outages, or issues caused by:

• Third-party cloud providers (AWS, Azure, Google Cloud downtime)
• Internet service interruptions or DNS failures
• Client's internal systems or network infrastructure
• Force majeure events (natural disasters, pandemics, wars)

8. Limitation of Liability

8.1 Exceptions

Liability limitations do not apply to:

• Gross negligence or willful misconduct by NeoAavya
• Breaches of confidentiality obligations
• Intellectual property infringement claims
• Violations of applicable data protection laws (GDPR, CCPA)

9. Indemnification

9.1 By NeoAavya

We will indemnify client against claims that deliverables infringe third-party intellectual property rights, provided client:

• Promptly notifies us of the claim in writing
• Grants us sole control of the defense and settlement
• Provides reasonable cooperation in the defense

9.2 By Client

Client will indemnify NeoAavya against claims arising from:

• Client's use of deliverables in violation of applicable laws
• Infringement caused by client-provided content or specifications
• Modifications to deliverables made by client or third parties

10. Termination

10.1 Termination for Convenience

Either party may terminate an engagement with 30 days written notice. Upon termination:

• Client pays for all work completed up to termination date
• NeoAavya delivers all completed work products in their current state
• Both parties return or destroy confidential information

10.2 Termination for Cause

Either party may terminate immediately if the other party:

• Materially breaches these Terms and fails to cure within 15 days of written notice
• Becomes insolvent or files for bankruptcy
• Engages in fraud, willful misconduct, or illegal activities

10.3 Effects of Termination

Sections 5 (Intellectual Property), 6 (Confidentiality), 7 (Warranties), 8 (Limitation of Liability), and 9 (Indemnification) survive termination.

11. Data Protection & Privacy

Our processing of personal data is governed by our Privacy Policy. For client data processing under GDPR:

• NeoAavya acts as a Data Processor; Client acts as Data Controller
• We process data only as instructed in the SOW or DPA (Data Processing Agreement)
• We implement appropriate technical and organizational security measures
• We assist with data subject access requests, breach notifications, and DPIAs
• Sub-processors are listed and require client approval

12. Dispute Resolution

12.1 Good Faith Negotiation

Parties agree to first attempt to resolve disputes through good faith negotiation between senior executives within 30 days of written notice.

12.2 Mediation

If negotiation fails, parties agree to non-binding mediation before a mutually agreed mediator.

12.3 Arbitration

Disputes not resolved through mediation shall be settled by binding arbitration under the rules of the International Chamber of Commerce (ICC), with proceedings conducted in English.

12.4 Governing Law

These Terms are governed by the laws of India. For international clients, the UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

13. General Provisions

13.1 Entire Agreement

These Terms, together with any SOW or MSA, constitute the entire agreement and supersede all prior communications and proposals.

13.2 Amendments

We may update these Terms by posting a new version on our website with 30 days notice. Continued use of services constitutes acceptance of updated Terms.

13.3 Assignment

Client may not assign rights under these Terms without our written consent. NeoAavya may assign to affiliates or in connection with mergers/acquisitions with 30 days notice.

13.4 Severability

If any provision is found invalid or unenforceable, the remaining provisions remain in full effect.

13.5 Force Majeure

Neither party is liable for delays or failures due to circumstances beyond reasonable control (natural disasters, pandemics, wars, government actions).

13.6 Independent Contractors

Parties are independent contractors. Nothing creates a partnership, joint venture, or employment relationship.