Terms of Service

Aarvexa is a technology partner that helps organisations plan, build, integrate and support platforms such as AI and machine-learning systems, data and cloud solutions, NetSuite, Microsoft Dynamics 365, Salesforce, ecommerce platforms and industry-specific software.

Where we carry out project work for you, the specific scope, deliverables, timeline, fees and acceptance criteria are set out in a written proposal, statement of work (“SOW”), master services agreement or similar document signed or accepted by both parties (an “Engagement Document”). If an Engagement Document conflicts with these Terms, the Engagement Document prevails for that engagement; these Terms fill any gaps.

Our Website and Services are intended for businesses and professionals. You must be at least 18 years old and able to enter into a binding contract to use them. You agree to use them only for lawful business purposes and in line with these Terms.

When you submit a contact form, request a consultation, or communicate with us, you agree to provide information that is accurate, current and complete, and to update it if it changes.

Please do not send us sensitive information (for example health records, payment card numbers, government identifiers or authentication credentials) through the Website forms or by email. If your project involves such data, we will agree secure transfer methods and any required data protection terms first.

A proposal or SOW becomes binding when both parties have signed or otherwise expressly accepted it. Estimates, timelines and effort figures that we share before then are good-faith projections, not guarantees.

If you want to change the scope, timeline or deliverables, either party may request a change. No change takes effect until it is agreed in writing (including by email), and it may affect fees and the delivery schedule. Work outside the agreed scope is chargeable at our then-current rates unless we agree otherwise.

Fees, billing model (for example fixed price, time and materials or retainer), milestones and payment terms are set out in the relevant Engagement Document. Unless it says otherwise:

• Invoices are payable within the period stated on the invoice, in the currency stated on it.
• Fees are exclusive of applicable taxes, duties and bank charges, which you are responsible for (other than taxes on our income).
• Pre-approved, reasonable expenses and third-party costs (such as platform licences, hosting or cloud usage) are billed at cost.
• If an undisputed invoice is overdue, we may charge interest at the rate allowed by law or stated in the Engagement Document, and may pause work after giving reasonable written notice.

If you dispute an invoice, tell us in writing within a reasonable time and pay the undisputed portion; we will work with you promptly to resolve the rest.

Good outcomes depend on both sides. You agree to:

• Provide timely access to people, systems, environments, data and decisions that we reasonably need.
• Make sure you have the rights and consents needed to share any data, content or credentials with us.
• Review deliverables promptly and give clear feedback within the periods agreed.
• Keep your own accounts, credentials and licences for third-party platforms current and secure.

Where delays or missing inputs on your side affect the schedule, we will tell you, and dates and fees may need to be adjusted.

Our materials

The Website, its design, text, graphics, code and branding, and our pre-existing methods, frameworks, templates, tools, libraries and know-how (together, “Aarvexa Materials”) are owned by us or our licensors and protected by intellectual-property laws. Nothing in these Terms transfers ownership of Aarvexa Materials to you.

Your materials

You keep ownership of the data, content, trademarks and materials you provide to us (“Client Materials”). You grant us a limited, non-exclusive licence to use them solely to provide the Services to you.

Deliverables

Unless the Engagement Document says otherwise, once we have received full payment you will own the custom deliverables we create specifically for you. Any Aarvexa Materials incorporated in them remain ours, and we grant you a perpetual, non-exclusive, royalty-free licence to use them as part of the deliverables for your internal business purposes.

Open source and third-party components

Deliverables may include open-source or third-party components that are licensed under their own terms. We will identify material components on request, and those licences govern their use.

Feedback

If you send us suggestions or feedback about the Website or Services, you grant us a free, worldwide licence to use them to improve what we do, without obligation to you.

Each party may receive non-public business, technical or financial information from the other that is marked confidential or would reasonably be understood to be confidential (“Confidential Information”). The receiving party will use it only for the purposes of the engagement, protect it with at least reasonable care, and disclose it only to personnel and advisers who need to know and are bound by similar duties.

This does not apply to information that is public through no fault of the recipient, was already known to it, was independently developed, or was lawfully obtained from a third party. A party may disclose Confidential Information where legally required, after giving notice where permitted. These obligations continue for the period stated in the Engagement Document or, if none, for three years after the engagement ends (and for as long as any trade secret remains a trade secret).

Our work often involves platforms and products owned by others — for example Oracle NetSuite, Salesforce, Microsoft Dynamics 365, Microsoft Azure, Amazon Web Services, Shopify, Adobe Commerce (Magento), BigCommerce, MuleSoft, Boomi and AI model providers. We are an independent services company. We are not owned by, endorsed by or necessarily affiliated with those vendors, and all product names and trademarks belong to their respective owners.

• Licences, subscriptions and usage fees for third-party platforms are separate from our fees unless the Engagement Document states otherwise.
• Your use of each platform is governed by that vendor’s own terms and policies.
• We are not responsible for outages, changes, pricing or discontinuation of third-party products outside our control, though we will help you respond where we reasonably can.

Some Services include AI, machine-learning, computer-vision or generative-AI components. By their nature, AI systems can produce output that is inaccurate, incomplete, biased or out of date, and similar inputs may not always produce identical results.

• You are responsible for reviewing AI-generated output and for keeping a human in the loop for decisions that affect people’s rights, safety, finances or health.
• We do not guarantee that AI output will be error-free or fit for any particular regulatory purpose.
• Unless agreed in writing, we will not use your Client Materials to train models made available to other customers.
• You are responsible for confirming that your intended AI use complies with the laws, sector rules and contractual duties that apply to you.

When using the Website or Services you agree not to:

• Break any law or infringe anyone’s rights, including intellectual-property and privacy rights.
• Attempt to gain unauthorised access to our systems, networks, accounts or data, or probe, scan or test their vulnerability without written permission.
• Introduce malware, or interfere with or disrupt the Website or its infrastructure.
• Scrape, copy or harvest content or data at scale by automated means without permission.
• Use the Website or Services to build or train a competing product, or to send spam or deceptive content.
• Misrepresent your identity or affiliation, or use the Services for unlawful surveillance or discrimination.

We may suspend or restrict access if we reasonably believe these rules have been broken.

We work to keep the Website accurate and up to date, but content may contain errors or omissions and is provided for general information only. It is not professional, legal, financial or compliance advice.

The Website may link to external websites, including our sister site for digital health services. We do not control those sites and are not responsible for their content or practices; their own terms and privacy policies apply once you leave our Website.

We will perform the Services with reasonable skill and care, consistent with generally accepted professional standards, and as described in the Engagement Document. If a deliverable does not meet the agreed specification, you must tell us in writing within the warranty or acceptance period in the Engagement Document (or, if none, 30 days after delivery), and we will correct it at no extra charge.

Nothing in these Terms limits liability that cannot be limited by law, including for fraud, wilful misconduct, death or personal injury caused by negligence.

Subject to that, and to the maximum extent permitted by law:

• Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, goodwill, anticipated savings or data, even if advised of the possibility.
• Our total aggregate liability arising out of or relating to an engagement is limited to the fees you paid to us for the Services giving rise to the claim in the twelve (12) months before the event, unless the Engagement Document sets a different cap.
• For use of the free Website, our total liability is limited to one hundred US dollars (USD 100).

You will defend and indemnify Aarvexa against third-party claims, and resulting losses and reasonable costs, arising from (a) Client Materials that you had no right to provide, (b) your breach of these Terms or applicable law, or (c) your use of deliverables in a way that we did not authorise.

Where an Engagement Document includes an intellectual-property indemnity from us, it applies only as written there. The indemnified party must notify the other promptly, allow it to control the defence and settlement, and cooperate reasonably.

These Terms apply for as long as you use the Website or Services. Either party may end an engagement as set out in the Engagement Document or, if none, by giving thirty (30) days’ written notice. Either party may end it immediately by written notice if the other materially breaches these Terms or the Engagement Document and does not fix the breach within fifteen (15) days of notice, or becomes insolvent.

On termination you will pay for Services performed and costs incurred up to the termination date, and each party will return or delete the other’s Confidential Information on request, subject to legal retention duties. Sections that by their nature should survive (including payment, intellectual property, confidentiality, disclaimers, liability and governing law) will continue to apply.

These Terms and any dispute arising out of or in connection with them are governed by the laws of the jurisdiction in which Aarvexa Technologies is established, without regard to its conflict-of-law rules, unless the Engagement Document specifies another governing law.

We would always rather resolve things directly. Please first raise any concern with us in writing so that senior people on both sides can try to settle it in good faith for at least thirty (30) days. If it is not resolved, the courts of that jurisdiction (or the forum named in the Engagement Document) will have exclusive jurisdiction, except that either party may seek urgent injunctive relief from any competent court to protect its intellectual property or Confidential Information.

Neither party is liable for a delay or failure in performance (other than payment obligations) caused by events beyond its reasonable control, such as natural disasters, epidemics, war or civil unrest, government action, power or internet failures, or the failure of third-party infrastructure. The affected party will notify the other promptly and use reasonable efforts to resume performance.

We may update these Terms from time to time to reflect changes in our Services, technology or the law. When we do, we will update the “Last updated” date at the top of this page and, for material changes, take reasonable steps to let you know. Changes do not apply retroactively to an existing Engagement Document unless both parties agree. If you continue to use the Website or Services after the effective date, you accept the updated Terms.

• Entire agreement: these Terms, our Privacy Policy and any Engagement Document are the whole agreement on their subject matter and replace earlier discussions.
• Severability: if a provision is found unenforceable, the rest remains in effect and the provision is replaced with the closest enforceable one.
• No waiver: failing to enforce a right is not a waiver of it.
• Assignment: you may not assign these Terms without our written consent; we may assign them to an affiliate or a successor to our business.
• Independent parties: we are independent contractors; nothing here creates a partnership, joint venture, agency or employment relationship.
• Notices: we may give notice by email or by posting on the Website; you may give notice to the contact details below.
• Third parties: no one other than the parties has rights to enforce these Terms.

Questions about these Terms? Email legal@aarvexa.com or use our contact page and we will reply within one business day. Please include your name, company and a short description of your question.