Terms and Conditions

1. Definitions

In these Terms and Conditions, the following capitalized terms shall have the meanings ascribed to them below, unless the context otherwise requires:

"Company" means Vian Software Solutions, a sole proprietorship/partnership/private limited entity operating under the laws of the Republic of India, having its registered office at the address provided on the Contact page of the Website, and includes its successors, assigns, affiliates, subsidiaries, directors, officers, employees, agents, contractors, and authorized representatives.

"Website" means the official internet website of the Company accessible at the domain operated by the Company, including all subdomains, mobile versions, and associated web pages through which the Company offers its services.

"Services" means all professional and technology services offered by the Company, including but not limited to software development, website development, web application development, cloud solutions, enterprise software development, artificial intelligence integration, workflow automation, API development and integration, technology consulting, search engine optimization, digital marketing, social media consultation, IT services, business automation solutions, maintenance and support services, and any other professional services described on the Website or in any applicable Statement of Work.

"Products" means any software product, SaaS platform, mobile application, API, digital tool, enterprise solution, AI model, technology product, or other digital offering developed, owned, licensed, or operated by the Company.

"Client" means any individual, company, organization, government entity, partnership, or legal entity that accesses the Website, engages the Company for Services, purchases any Product, or otherwise enters into a contractual relationship with the Company.

"User" means any person who accesses or browses the Website, regardless of whether they register an account, purchase Services, or otherwise interact with the Company.

"Statement of Work" or "SOW" means a written document executed by both the Company and the Client that describes the specific scope, deliverables, timeline, fees, milestones, and other terms applicable to a particular project or engagement.

"Agreement" means these Terms and Conditions, together with any SOW, proposal, quotation, invoice, order form, or other written agreement entered into between the Company and the Client, all of which collectively form the binding contract between the parties.

"Confidential Information" means all non-public information disclosed by one party to the other, whether orally, in writing, or by any other medium, including but not limited to business plans, technical data, source code, algorithms, customer lists, financial information, trade secrets, product roadmaps, and proprietary methodologies.

"Intellectual Property Rights" means all patents, copyrights, trademarks, service marks, trade secrets, database rights, design rights, moral rights, and any other intellectual property rights whether registered or unregistered.

"Deliverables" means the specific work product, software code, designs, documentation, reports, or other materials to be delivered by the Company to the Client under a SOW.

"Fees" means all amounts payable by the Client to the Company for Services, Products, subscriptions, or other engagements as set forth in the applicable SOW, invoice, or pricing page.

"Force Majeure Event" means any event beyond the reasonable control of a party, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, government actions, pandemics, epidemics, fire, flood, earthquakes, strikes, labor disputes, power outages, internet service provider failures, cyberattacks, and supply chain disruptions.

"Third-Party Services" means any software, platform, infrastructure, API, or service provided by a third party that the Company may recommend, integrate with, or use in the provision of Services.

"Personal Data" has the meaning ascribed to it under the Information Technology Act, 2000 and the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, as amended from time to time.

"Business Day" means a day (other than a Saturday, Sunday, or public holiday) on which banks are generally open for business in Mumbai, Maharashtra, India.

Headings used in this Agreement are for convenience only and shall not affect the interpretation of any provision. Words importing the singular shall include the plural and vice versa, and words importing any gender shall include all genders.

2. Acceptance of Terms

By accessing or using the Website, browsing its content, submitting an inquiry or contact form, registering for an account, engaging the Company for Services, purchasing any Product, or otherwise interacting with the Company through any channel, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions, together with the Privacy Policy, Refund Policy, Cookie Policy, and any other policies referenced herein.

If you do not agree to these Terms and Conditions in their entirety, you must immediately discontinue use of the Website and refrain from engaging the Company for any Services or purchasing any Products.

These Terms and Conditions apply to all visitors, users, clients, and other persons accessing or using the Website or engaging the Company, regardless of whether they are located in India or any other jurisdiction.

The Company reserves the right to update, modify, or replace these Terms and Conditions at any time without prior notice. Changes will be effective immediately upon posting to the Website. Your continued use of the Website or engagement with the Company after any such changes constitutes your acceptance of the revised Terms. It is your responsibility to review these Terms periodically for updates.

These Terms and Conditions were last updated on the date indicated at the top of this page and constitute the most current version of the Agreement.

3. Eligibility

By accepting these Terms and Conditions, you represent and warrant that:

• You are at least eighteen (18) years of age or the age of legal majority in your jurisdiction, whichever is higher.
• You have the full legal authority to enter into a binding contract on behalf of yourself or the entity you represent.
• You are not located in any jurisdiction where the Company's Services or Products may be restricted or prohibited by applicable law.
• You are not listed on any government sanctions list or restricted party list.
• All information provided by you to the Company is accurate, complete, and not misleading.
• You will comply with all applicable laws and regulations in connection with your use of the Website, Services, and Products.

The Company reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders at its sole discretion, including but not limited to cases where the Company reasonably suspects that a User or Client has violated any of these Terms or applicable laws.

If you are accepting these Terms on behalf of a legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. The Company may request written proof of such authority at any time.

4. Business Overview

Vian Software Solutions is a technology services and software development company that provides professional digital solutions to startups, businesses, enterprises, government organizations, and other clients worldwide. The Company operates across multiple domains within the information technology sector, including but not limited to software development, website development, web application development, cloud solutions, enterprise software, artificial intelligence, automation, API development, technology consulting, search engine optimization, digital marketing, social media consultation, IT services, and business automation.

The Company's primary business objective is to build innovative software and digital solutions that empower businesses through technology. The Company delivers its Services through a combination of direct client engagement, project-based development, consulting arrangements, and through its own proprietary Products and platforms.

The Website serves as one of several business channels through which the Company markets its capabilities, accepts inquiries, communicates with potential and existing clients, and facilitates business transactions. The Company may also operate additional websites, portals, platforms, and digital properties that are part of its overall business operations.

This Agreement applies to all interactions between the Company and its Clients, Users, and other parties, regardless of the specific channel through which such interaction occurs, unless a separate written agreement expressly supersedes these Terms in relation to a specific engagement.

5. Business Operations, Revenue Collection & Financial Structure

This section sets forth the financial and operational framework within which Vian Software Solutions conducts its business. Clients and Users should carefully read and understand this section, as it describes how the Company structures its revenue, allocates financial resources, and manages its business operations as a unified organization.

5.1 Unified Business Organization

Vian Software Solutions operates as one unified business organization. The Company may own, control, operate, or manage multiple business verticals, service lines, software products, websites, SaaS platforms, APIs, mobile applications, artificial intelligence products, enterprise solutions, business tools, cloud services, client portals, digital platforms, technology products, and future services, all of which form part of the Company's overall business enterprise. Nothing in these Terms shall be construed to require the Company to segregate its operations, revenue, or financial resources on a per-service, per-product, per-website, or per-client basis unless expressly required by applicable law.

5.2 Revenue Collection

All lawful payments, fees, subscription charges, license fees, consulting fees, milestone payments, retainer amounts, and any other consideration collected by the Company from any source, including but not limited to payments made through the Website, direct bank transfers, payment gateway transactions, invoices, third-party platforms, or any other lawful collection mechanism, become part of the Company's overall operating revenue upon receipt. The Company's operational funds consist of the combined revenue generated from all lawful products, services, subscriptions, licenses, and business activities conducted by the Company across all its operations, verticals, and platforms.

Aggregate Funds: The total funds, assets, revenue, and financial resources of Vian Software Solutions shall be understood as the aggregate sum of all revenue generated from every service, product, consultancy engagement, project, subscription, license, and business activity conducted under the Vian brand or by any entity, division, or vertical owned, controlled, or operated by the Company. This includes, without limitation, all software development fees, website development charges, consulting fees, retainer amounts, milestone payments, SaaS subscription revenue, license fees, API usage fees, maintenance charges, support plan fees, and any other form of consideration received from any client, customer, or user across any channel, platform, or engagement. No service, product, or client revenue shall be considered separate or segregated from the Company's total funds unless expressly required by applicable law or by a separate written agreement signed by an authorized representative of the Company.

5.3 Utilization of Revenue

Revenue generated by the Company may be utilized throughout the organization for any legitimate business purpose, at the sole discretion of the Company's management, including but not limited to:

• Software Development: Development of new software products, features, updates, and improvements across all Company platforms and services.
• Website Development: Design, development, and maintenance of the Company's websites, client portals, and digital properties.
• Research and Development: Investment in new technologies, frameworks, methodologies, artificial intelligence models, and innovative solutions.
• Infrastructure and Cloud Hosting: Servers, cloud computing resources, content delivery networks, data storage, bandwidth, and technology infrastructure required to operate the Company's business.
• Security and Cybersecurity: Implementation and maintenance of security measures, encryption, access controls, monitoring systems, penetration testing, and cybersecurity tools.
• Technical Support and Customer Support: Staffing, training, tools, and systems required to provide technical and customer support to Clients and Users.
• Employee Salaries and Benefits: Compensation for all employees, contractors, consultants, and team members across all departments and functions.
• Contractors and Freelancers: Engagement of external professionals, agencies, and service providers for project-specific or ongoing work.
• Marketing and Business Development: Advertising, content creation, search engine marketing, social media promotion, lead generation, brand building, and business development activities.
• Business Expansion: Entry into new markets, geographies, service verticals, and product categories, including costs associated with incorporation, registration, and compliance in new jurisdictions.
• Compliance and Legal Services: Legal counsel, compliance management, regulatory filings, contract review, intellectual property protection, and dispute resolution.
• Accounting and Taxation: Bookkeeping, financial reporting, tax filing, tax advisory, audit services, and related financial management costs.
• Software Licenses: Procurement of third-party software licenses, development tools, design tools, analytics platforms, and other technology subscriptions required for business operations.
• Operational Reserves: Maintenance of financial reserves for contingencies, working capital requirements, future investments, and business stability.
• New Products and Services: Development, launch, and scaling of new products, services, platforms, and business lines.
• Infrastructure Scaling: Expansion of technology infrastructure to support increased demand, user growth, and service delivery requirements.
• Technology Investments: Strategic investments in emerging technologies, tools, patents, intellectual property, and technology assets.

5.4 No Trust, Escrow, or Segregation of Funds

Except where expressly required by applicable law or by a separate written agreement signed by an authorized representative of the Company, the Company does not hold customer payments in trust, escrow, segregated accounts, investment funds, or any other form of ring-fenced or protected account structure. Customer payments, once received by the Company, become the general funds of the Company and may be used for any lawful business purpose as described in this section. Clients and Users acknowledge and agree that they have no proprietary interest in any specific funds held by the Company, and that their recourse for any dispute regarding payments is limited to the remedies set forth in the Refund Policy and the dispute resolution provisions of these Terms.

5.5 Financial Records and Accounting

The Company maintains financial records in accordance with applicable accounting standards and legal requirements in India. The Company's financial statements reflect the aggregate revenue, expenses, assets, and liabilities of the entire business organization, and the Company is not required to maintain separate accounting for revenue received through specific services, products, or platforms unless mandated by applicable law or by a specific written agreement.

5.6 Taxes and Statutory Compliance

The Company complies with all applicable tax laws and statutory requirements in India, including but not limited to the Goods and Services Tax (GST) regime, income tax laws, and other applicable tax regulations. Taxes, if any, applicable to the Services or Products shall be charged separately and borne by the Client unless otherwise agreed in writing. The Company reserves the right to revise the tax treatment of any transaction in compliance with changes in applicable tax laws.

6. Company Evolution & Growth

Vian Software Solutions is a growing and evolving business organization. The Company expressly reserves the right, at any time and from time to time, without prior notice to Clients or Users, to undertake any or all of the following actions as part of its business development and strategic growth:

• Launch new software products, platforms, and digital solutions targeting existing or new markets.
• Develop and release application programming interfaces (APIs) for public or restricted use.
• Create, train, and deploy artificial intelligence models, machine learning systems, and related AI products.
• Launch software-as-a-service (SaaS) platforms with subscription-based or usage-based pricing models.
• Develop and operate new websites, web applications, and digital properties.
• Create enterprise software solutions for specific industries, verticals, or use cases.
• Develop and distribute mobile applications for iOS, Android, and other platforms.
• Launch new brands, sub-brands, or business divisions under the Company's corporate umbrella.
• Establish subsidiaries, joint ventures, or affiliated entities in India or internationally.
• Acquire products, technologies, companies, or intellectual property assets from third parties.
• Merge with or acquire other businesses, or be acquired by another entity.
• Rename, rebrand, or restructure any of its services, products, or business divisions.
• Expand operations into new geographic markets, countries, or jurisdictions.
• Change or adapt its business model, pricing structure, or service delivery methodology.
• Introduce subscription services, membership programs, or recurring billing arrangements.
• Develop and offer new technology solutions that do not currently exist or are not currently contemplated.
• Discontinue, sunset, or phase out any service, product, or platform.
• Transfer any service, product, or client relationship to a subsidiary, affiliate, or successor entity.

Any products, services, platforms, or business units launched, acquired, or developed as described above shall be considered part of the Company's unified business operations and shall be governed by these Terms and Conditions unless a separate terms of service is expressly established for such offering. Clients and Users acknowledge that the Company's business structure, service offerings, and product portfolio may evolve over time, and they agree that such evolution does not affect their obligations under this Agreement.

The Company makes no representation or warranty that any particular service or product will continue to be offered for any specific duration. The Company reserves the right to modify, suspend, or discontinue any aspect of its Services or Products at any time, subject to the terms of any applicable SOW or separate agreement.

7. Nature of Services

The Company provides professional technology and digital services, which may include but are not limited to the following categories:

Software Development: The Company designs, develops, tests, and deploys custom software applications, including web applications, desktop applications, enterprise software, mobile applications, and cloud-based solutions. Software development projects may involve frontend development, backend development, database design, API development, third-party integrations, and deployment architecture planning.

Website Development: The Company creates websites of various types and complexities, including corporate websites, business websites, e-commerce platforms, landing pages, portfolio sites, blogs, content management system (CMS) implementations, and custom web experiences. Website development includes frontend design and development, backend functionality, content structuring, responsive layout implementation, performance optimization, and accessibility compliance.

Web Application Development: The Company builds interactive web-based applications, client portals, admin dashboards, reporting systems, workflow tools, and other browser-based software solutions that require dynamic functionality, database integration, user authentication, and data processing capabilities.

Cloud Solutions: The Company provides cloud architecture planning, cloud migration services, serverless application development, containerization, cloud infrastructure management, and cloud-native application development on platforms such as AWS, Azure, Google Cloud, and other providers.

Enterprise Software: The Company develops scalable enterprise solutions including customer relationship management (CRM) systems, enterprise resource planning (ERP) tools, human resource management systems, inventory management platforms, and other business operation software.

Artificial Intelligence Integration: The Company integrates AI capabilities into business systems, including natural language processing, computer vision, predictive analytics, recommendation engines, chatbot development, and custom machine learning model deployment.

Workflow Automation: The Company designs and implements automated workflows, business process automation, data pipelines, notification systems, document processing automation, and integration workflows connecting multiple tools and platforms.

API Development and Integration: The Company develops custom APIs (REST, GraphQL, WebSocket) and integrates existing third-party APIs into client systems to enable data exchange, functionality extension, and system interoperability.

Technology Consulting: The Company provides expert advice on technology strategy, software architecture, platform selection, infrastructure planning, digital transformation, build-versus-buy decisions, technology stack evaluation, and project planning.

Search Engine Optimization (SEO): The Company provides SEO services including technical SEO audits, on-page optimization, off-page SEO strategy, keyword research, content strategy, local SEO optimization, performance optimization, and SEO analytics reporting.

Digital Marketing: The Company offers digital marketing consultation, campaign strategy, content marketing, paid advertising strategy, conversion rate optimization, and analytics implementation and interpretation.

Social Media Consultation: The Company provides social media strategy development, platform-specific consultation for Instagram, YouTube, LinkedIn, Facebook, and other platforms, content planning, community management strategy, and social media analytics.

IT Services and Business Automation: The Company provides IT consulting, system integration, database administration, technical documentation, code review, legacy system modernization, and business process automation services.

The specific scope, deliverables, timeline, and fees for any engagement shall be set forth in a SOW, proposal, or other written agreement executed by both parties. In the absence of a SOW, the terms set forth in these Terms and Conditions and any invoice accepted by the Client shall govern the engagement. Each Service engagement is unique, and the Company makes no guarantee that the methodologies, tools, or approaches used for one Client will be replicated for another.

8. Future Services & Products

The Company is engaged in ongoing research, development, and innovation. As part of its business growth strategy, the Company may from time to time introduce new services, products, platforms, and offerings that are not currently described on the Website or in these Terms. Such future offerings may include, without limitation:

• Proprietary software-as-a-service (SaaS) platforms with subscription-based access.
• Ready-made software products, templates, themes, and digital assets for sale or license.
• Artificial intelligence tools, chatbots, virtual assistants, and machine learning APIs.
• Mobile applications for consumer or business use.
• Educational content, training programs, workshops, and certification courses.
• Managed hosting, maintenance, and support service packages.
• White-label software solutions for resale by partners.
• Marketplace platforms connecting clients with technology service providers.
• API products and developer tools for third-party integration.
• Industry-specific software solutions for healthcare, finance, education, logistics, and other sectors.

Unless expressly stated otherwise in a separate terms of service or end-user license agreement accompanying a specific future offering, all such future Services and Products shall be governed by these Terms and Conditions. The Company reserves the right to establish separate terms for specific Products or Services where appropriate, and in the event of any conflict between such separate terms and these Terms, the separate terms shall prevail with respect to that specific Product or Service.

9. User Accounts & Registration

Certain Services, Products, or areas of the Website may require you to register for an account. When you register for an account, you agree to:

• Provide accurate, current, and complete registration information.
• Maintain and promptly update your account information to keep it accurate, current, and complete.
• Maintain the confidentiality and security of your account credentials, including your password and login details.
• Notify the Company immediately of any unauthorized access to or use of your account or any other security breach.
• Accept full responsibility for all activities that occur under your account, whether or not you have authorized such activities.
• Not create accounts using automated means or for purposes other than those intended by the Company.
• Not create multiple accounts for the purpose of circumventing restrictions, limitations, or suspensions.

The Company reserves the right to suspend or terminate any account at any time, without prior notice, if the Company reasonably believes that the account is being used in violation of these Terms, applicable laws, or for any unlawful or unauthorized purpose. The Company shall not be liable for any loss or damage arising from your failure to comply with your account security obligations.

Account registration may require the submission of certain Personal Data. The collection, use, and protection of such data is governed by the Company's Privacy Policy. By registering an account, you consent to the Company's collection and processing of your Personal Data in accordance with the Privacy Policy.

10. Identity Verification

The Company reserves the right to verify the identity of any User or Client at any time, including but not limited to during the account registration process, before accepting a project engagement, before processing a payment, or when investigating suspected fraudulent or unauthorized activity. Identity verification may include requesting copies of government-issued identification documents, proof of address, business registration documents, or other information reasonably required to confirm your identity.

You agree to cooperate with any reasonable identity verification request initiated by the Company. Failure to provide requested verification information within a reasonable timeframe may result in the delay, suspension, or cancellation of Services, account access, or payment processing. The Company shall not be liable for any delays or losses resulting from your failure to comply with identity verification requests.

The Company may use third-party identity verification services to verify your information. Your information will be handled in accordance with the Privacy Policy and applicable data protection laws.

11. Payments, Invoices & Taxes

11.1 Fees and Payment Terms

All Fees for Services and Products shall be as set forth in the applicable SOW, proposal, quotation, invoice, or pricing page on the Website. Unless otherwise agreed in writing, all Fees are payable in Indian Rupees (INR) or such other currency as specified in the invoice. Fees quoted in a currency other than INR shall be converted at the prevailing exchange rate on the date of invoice, unless otherwise agreed.

11.2 Invoices

The Company shall issue invoices in accordance with the payment schedule set forth in the applicable SOW or agreement. Invoices are due and payable within the timeframe specified on the invoice, which shall typically be fifteen (15) days from the date of invoice unless otherwise agreed. The Company reserves the right to charge interest on overdue amounts at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower. The Company also reserves the right to suspend performance of Services until all overdue amounts are paid in full.

11.3 Payment Methods

The Company accepts payments through various methods, including bank transfers, payment gateway services, UPI, credit/debit cards, and other electronic payment methods as may be indicated on the invoice or Website. The Company does not store full payment card details on its servers. All payment card transactions are processed through third-party payment gateways that comply with PCI DSS standards. The Company shall not be liable for any loss, damage, or inconvenience caused by the failure, downtime, or refusal of any third-party payment gateway.

11.4 Taxes

All Fees are exclusive of applicable taxes, duties, levies, or government charges, unless otherwise stated. The Client shall be responsible for paying all taxes, including but not limited to Goods and Services Tax (GST), value-added tax (VAT), service tax, withholding tax, or any other similar taxes imposed by any government authority in connection with the Services or Products. If the Company is required to collect or pay any tax in connection with the Services, the applicable tax shall be added to the invoice and paid by the Client. The Client shall provide the Company with any valid tax exemption certificate or other documentation reasonably requested by the Company.

11.5 Late Payment

If any invoice is not paid by the due date, the Company reserves the right to:

• Charge late payment interest at the rate specified on the invoice or in these Terms.
• Suspend all work on current and pending projects until all overdue amounts are paid in full.
• Withhold delivery of any Deliverables, including source code, until payment is received.
• Terminate the applicable SOW or engagement for non-payment.
• Reassign resources and prioritise other projects, which may impact delivery timelines.

The Client shall pay all costs incurred by the Company in collecting overdue amounts, including reasonable legal fees and collection agency charges.

11.6 Disputed Invoices

If the Client disputes any invoice in good faith, the Client shall notify the Company in writing within seven (7) Business Days of the invoice date, specifying the reasons for the dispute. The parties shall work together in good faith to resolve the dispute promptly. The Client shall pay all undisputed portions of the invoice when due, and the disputed amount shall be addressed separately. Failure to notify the Company of a dispute within the specified timeframe shall constitute acceptance of the invoice as accurate and binding.

12. Refunds, Cancellations & Chargebacks

12.1 Refund Policy

The Company's Refund Policy, as set forth on the Refund Policy page of the Website and incorporated herein by reference, governs all refund requests. Clients are encouraged to review the Refund Policy carefully before making any payment. In brief, the Company's refund approach is as follows:

• Refunds for digital services, consulting engagements, and milestone-based projects are evaluated on a case-by-case basis.
• Milestone payments that have been earned (i.e., milestones that have been completed and delivered) are generally non-refundable.
• Payments for services already rendered, time already spent, or deliverables already delivered are non-refundable, subject to applicable law.
• Refund requests must be submitted in writing to the Company's contact email and will be processed within thirty (30) days of approval.
• Approved refunds will be issued using the same payment method used for the original transaction, unless otherwise agreed.

12.2 Chargebacks

If a Client initiates a chargeback, payment reversal, or similar dispute with their bank or payment provider (a "Chargeback") without first attempting to resolve the dispute directly with the Company in accordance with these Terms, the Company reserves the right to:

• Immediately suspend all Services and terminate all active engagements with the Client.
• Disable access to all accounts, portals, and deliverables.
• Withhold delivery of any pending Deliverables, including source code, documentation, and other work product.
• Report the Chargeback to credit reporting agencies, fraud prevention databases, and payment networks.
• Pursue legal remedies for breach of contract, including recovery of the charged-back amount plus all associated fees, penalties, and legal costs.

The Company strongly encourages Clients to contact the Company directly before initiating a Chargeback, as most disputes can be resolved amicably without the need for formal proceedings.

12.3 Cancellations

Cancellation of Services or Projects shall be governed by the terms set forth in the applicable SOW. In the absence of specific cancellation terms in the SOW, either party may terminate a project engagement by providing thirty (30) days' written notice to the other party. Upon cancellation, the Client shall pay for all Services rendered and all costs incurred up to the effective date of cancellation, including non-cancellable third-party costs. Any prepaid amounts for Services not yet rendered shall be refunded on a pro-rata basis, less a reasonable administrative fee.

13. Subscriptions & Recurring Billing

If the Company offers subscription-based Services or Products, the following additional terms shall apply:

Subscription Term: Subscriptions shall be for the term specified at the time of purchase (e.g., monthly, quarterly, annually) and shall automatically renew for successive periods of the same duration unless either party provides written notice of non-renewal at least fifteen (15) days before the end of the then-current term.

Recurring Billing: By purchasing a subscription, you authorize the Company to automatically charge the applicable subscription fee to your designated payment method at the beginning of each billing period. The Company will provide reasonable notice of any fee changes before they take effect.

Cancellation: You may cancel your subscription at any time by contacting the Company. Cancellation will take effect at the end of the then-current billing period. No partial refunds will be provided for the remaining portion of a billing period unless otherwise stated in the Refund Policy.

Non-Payment: If a subscription fee is not successfully processed due to expired payment methods, insufficient funds, or any other reason, the Company may suspend access to the subscription service until payment is successfully processed. The Company reserves the right to terminate subscriptions that remain unpaid for more than thirty (30) days.

Feature Changes: The Company reserves the right to modify, add, or remove features of subscription services at any time, with reasonable notice to subscribers. Material reductions in functionality may entitle the subscriber to a pro-rata refund or service credit at the Company's discretion.

14. Pricing & Fee Changes

The Company reserves the right to change its pricing for Services and Products at any time, with or without prior notice, except where pricing is expressly guaranteed for a specific duration in a signed SOW or agreement. Pricing changes for subscription services shall be subject to the notice provisions set forth in the Subscription section above.

Quotations and proposals provided by the Company are valid for the period stated in the quotation (typically fifteen (15) to thirty (30) days from the date of issue). After the expiry of the validity period, the Company reserves the right to revise the quotation or withdraw it entirely. The Company shall not be bound by any quotation that has expired.

Any pricing presented on the Website is for informational purposes only and does not constitute a binding offer unless expressly stated otherwise. Final pricing for Services shall be as set forth in a signed SOW or accepted proposal.

15. Source Code Ownership & Licensing

15.1 Custom Development Projects

Ownership of source code and other deliverables created specifically for a Client under a custom development project shall be as set forth in the applicable SOW or written agreement. In the absence of specific ownership terms in the SOW, the following provisions shall apply:

Full Ownership (Buy-Out): Where the Client has paid all Fees in full for the specific project or milestone under which the deliverables were created, and the SOW expressly states that the Client will receive full ownership, the Company assigns to the Client all rights, title, and interest in and to the specifically commissioned Deliverables, subject to the exclusions set forth in Section 15.2 below. Full ownership transfers only upon receipt of all applicable Fees.

License (No Ownership Transfer): Where the SOW does not expressly provide for full ownership transfer, or where the Client has paid only for a license to use the software, the Company retains full ownership of all source code and Deliverables, and the Client receives a non-exclusive, non-transferable, perpetual, royalty-free license to use the Deliverables for their intended purpose as described in the SOW. The Client may not sublicense, redistribute, or resell the Deliverables without the Company's prior written consent.

15.2 Pre-Existing Materials and Company IP

Notwithstanding any ownership provisions in the SOW, the following shall remain the exclusive property of the Company and are not transferred or licensed to the Client unless expressly agreed in writing:

• All pre-existing code, libraries, frameworks, tools, templates, and methodologies owned or developed by the Company prior to the project or independently of the project.
• All general-purpose code, algorithms, design patterns, and solutions that are not specific to the Client's project.
• All knowledge, expertise, methodologies, and processes used by the Company in performing the Services.
• All code, tools, and materials that are developed or acquired by the Company that are of general applicability and not specific to the Client's project.
• Any improvements, modifications, or derivative works of the Company's pre-existing materials, even if created during the project.
• All feedback, suggestions, and feature requests provided by the Client, which the Company may use without restriction or obligation.

To the extent that any Pre-Existing Materials are incorporated into the Deliverables, the Company grants the Client a non-exclusive, perpetual, royalty-free license to use such Pre-Existing Materials solely as part of the Deliverables and for their intended purpose. This license does not extend to standalone use of the Pre-Existing Materials outside the context of the Deliverables.

15.3 Delivery of Source Code

Source code shall be delivered to the Client in the manner specified in the SOW, which may include providing access to a code repository, transferring files electronically, or delivering on a storage device. Source code is delivered only upon full payment of all Fees due for the specific project or milestone. The Company is not obligated to provide source code for projects where the Client has purchased only a usage license rather than full ownership.

15.4 Third-Party Code and Open Source Components

The Deliverables may incorporate third-party code, open source libraries, and public domain components that are subject to their own licenses. The Company will use reasonable efforts to identify such components and their licenses. The Client's use of such components shall be governed by their respective licenses, and the Company makes no warranty with respect to such third-party components. The Company shall not be liable for any claims arising from the Client's use of open source components included in the Deliverables.

16. Intellectual Property Rights

16.1 Company Intellectual Property

All Intellectual Property Rights in and to the Company's Website, brand, name "Vian Software Solutions," logo, designs, graphics, content, marketing materials, proprietary software, internal tools, methodologies, frameworks, templates, and business systems (collectively, "Company IP") are and shall remain the sole and exclusive property of the Company. Nothing in these Terms or any SOW grants the Client any right, title, or interest in or to any Company IP, except as expressly provided in a separate written agreement.

16.2 Copyright

All content published on the Website, including but not limited to text, graphics, logos, images, illustrations, audio clips, video clips, data compilations, and software code, is the property of the Company or its content suppliers and is protected by Indian and international copyright laws. Unauthorized reproduction, distribution, modification, display, or transmission of any content on the Website is strictly prohibited without the prior written consent of the Company.

16.3 Trademarks

The name "Vian Software Solutions," the Company's logo, and any associated product or service names, designs, slogans, and taglines are trademarks or registered trademarks of the Company. No license or right to use any Company trademark is granted by these Terms. The Client shall not use any Company trademark without the Company's prior written permission. All third-party trademarks appearing on the Website are the property of their respective owners.

16.4 Client Intellectual Property

The Client retains all Intellectual Property Rights in and to any content, data, materials, and information provided by the Client to the Company for the purpose of performing the Services ("Client Materials"). The Client grants the Company a non-exclusive, royalty-free, worldwide license to use, reproduce, modify, and display the Client Materials solely for the purpose of performing the Services and creating the Deliverables. This license terminates upon completion of the Services, except to the extent necessary for the Company to maintain backup copies or comply with legal obligations.

16.5 Feedback and Suggestions

If the Client or any User provides the Company with any feedback, suggestions, recommendations, feature requests, or improvement ideas relating to the Services or Products ("Feedback"), the Company may use such Feedback without any restriction, compensation, or obligation to the provider. The Client hereby assigns all rights, title, and interest in and to such Feedback to the Company. The Company is under no obligation to implement or use any Feedback provided.

17. Open Source Usage

The Company may use open source software, libraries, frameworks, and tools in the development of its Services and Products. The use of open source components is subject to the terms of their respective licenses. The Company will take reasonable steps to comply with the terms of all applicable open source licenses, including providing attribution where required.

The Company makes no representation or warranty that any open source component used in a Client's project is free from vulnerabilities, bugs, or license compliance issues. Clients are encouraged to review the open source components used in their projects and conduct their own security and license compliance assessments.

Where an open source license requires that derivative works be distributed under the same license (e.g., GPL, LGPL, MPL), the Company will inform the Client of such requirements before incorporating the component into the Client's project. The Client acknowledges that certain open source licenses may impose obligations on the distribution of the Client's software, and the Client assumes full responsibility for compliance with such licenses.

If the Company uses open source components in its own Products or platforms, the Company will provide the required attribution and license information within the Product or on the Website as applicable.

18. Client Responsibilities

The Client agrees to:

• Provide timely, accurate, and complete information, materials, and feedback reasonably required by the Company to perform the Services.
• Designate a single point of contact authorized to make decisions and provide approvals on behalf of the Client.
• Review and provide feedback on deliverables within the timeframes specified in the SOW or, if no timeframe is specified, within five (5) Business Days of delivery.
• Make timely payments of all Fees in accordance with the agreed payment schedule.
• Obtain all necessary rights, licenses, and permissions for any third-party content, data, or materials provided to the Company.
• Comply with all applicable laws and regulations in connection with the use of the Services and any Products.
• Maintain the confidentiality of any access credentials, account information, or proprietary information provided by the Company.
• Not use the Services or Products for any unlawful, fraudulent, or unauthorized purpose.
• Not reverse engineer, decompile, disassemble, or create derivative works of any Company software, except as expressly permitted by applicable law.
• Not remove, alter, or obscure any copyright, trademark, or other proprietary rights notices appearing on any Company materials or Deliverables.

The Client's failure to fulfill any of these responsibilities may result in delays, additional costs, or the inability to complete the Services. The Company shall not be liable for any delays, costs, or damages resulting from the Client's failure to meet its responsibilities under this Agreement. The Company reserves the right to charge additional Fees for work required due to the Client's failure to provide timely feedback, information, or approvals.

19. Company Responsibilities

The Company agrees to:

• Perform the Services in a professional and workmanlike manner, using reasonable skill and care.
• Assign qualified personnel to perform the Services, and the Company reserves the right to change personnel assigned to a project with reasonable notice to the Client.
• Communicate promptly with the Client regarding project status, issues, and changes.
• Maintain confidentiality of Client Confidential Information in accordance with the confidentiality provisions of this Agreement.
• Comply with all applicable laws and regulations in the performance of the Services.
• Use reasonable security measures to protect Client data and materials in the Company's possession.
• Provide the Deliverables in accordance with the specifications set forth in the SOW, subject to the limitations and exclusions set forth in this Agreement.

The Company's obligations are limited to those expressly set forth in this Agreement and the applicable SOW. The Company makes no commitment to provide Services beyond the scope defined in the SOW unless additional Fees are agreed upon. The Company's performance is dependent on the Client's fulfillment of its responsibilities as set forth in this Agreement.

20. Hosting, Infrastructure & Third-Party Providers

20.1 Hosting Services

Where the Company provides hosting services as part of an engagement, the specific hosting arrangements, including server specifications, bandwidth, storage, uptime commitments, and fees, shall be set forth in the SOW. The Company may use third-party hosting providers, including but not limited to AWS, Azure, Google Cloud, DigitalOcean, Linode, or other providers, and the Client's data may be stored on servers operated by such providers. The Company does not own or control the physical infrastructure of third-party hosting providers and shall not be liable for any failure, downtime, or data loss caused by such providers beyond what is commercially reasonable.

20.2 Third-Party Services and APIs

The Company may recommend, integrate with, or use third-party services, APIs, platforms, and tools as part of its Services. The Company makes no warranty or representation regarding the availability, reliability, security, or performance of any third-party service. The Client's use of any third-party service is subject to that third party's own terms of service and privacy policy. The Company shall not be liable for any loss, damage, or inconvenience caused by the failure, suspension, or discontinuation of any third-party service.

20.3 Domain Names and SSL Certificates

Where the Company assists with domain name registration or SSL certificate procurement, such services are provided as a convenience. Domain names are registered through third-party registrars, and SSL certificates are obtained through certificate authorities. The Client is responsible for maintaining domain name renewals and SSL certificate renewals. The Company shall not be liable for domain name expiration, loss of domain name, or SSL certificate-related issues caused by the Client's failure to renew or manage such assets.

21. Maintenance & Support

21.1 Scope of Maintenance

Where the Company agrees to provide post-launch maintenance or support services, the scope, duration, fees, and response times shall be set forth in a separate maintenance agreement or SOW. Maintenance services may include bug fixes, security updates, performance monitoring, content updates, and technical support, subject to the limitations defined in the applicable agreement.

21.2 Exclusions from Maintenance

Unless expressly agreed in writing, maintenance and support services do not include:

• Development of new features, functionality, or enhancements beyond the existing scope.
• Fixes for issues caused by the Client or third-party modifications to the software.
• Migration to new platforms, frameworks, or hosting environments.
• Data recovery due to Client error or failure to maintain backups.
• Training, documentation, or onboarding for new users.
• Integration with new third-party services not previously integrated.
• Fixes for compatibility issues with new browser versions, operating system updates, or device releases, unless covered by a specific support agreement.

21.3 Response Times

Response times for support requests shall be as specified in the applicable maintenance agreement. In the absence of a specified response time, the Company will use reasonable efforts to respond to support requests within two (2) Business Days. Critical issues that render the Client's system inoperable will be prioritized over non-critical issues.

21.4 Termination of Maintenance

Either party may terminate a maintenance agreement by providing the notice specified in the agreement. Upon termination, the Company's obligation to provide maintenance or support ceases. The Company shall not be liable for any issues arising from the lack of maintenance after termination.

22. Confidentiality

22.1 Obligations

Each party (the "Receiving Party") agrees to hold the Confidential Information of the other party (the "Disclosing Party") in strict confidence. The Receiving Party shall:

• Not disclose Confidential Information to any third party without the Disclosing Party's prior written consent.
• Use Confidential Information solely for the purpose of performing its obligations under this Agreement.
• Protect Confidential Information using the same degree of care used to protect its own confidential information, but in no event less than reasonable care.
• Limit access to Confidential Information to those employees, contractors, and advisors who have a legitimate need to know and who are bound by confidentiality obligations at least as restrictive as those in this Agreement.

22.2 Exclusions

Confidential Information does not include information that:

• Is or becomes publicly available through no fault of the Receiving Party.
• Was rightfully in the Receiving Party's possession before receipt from the Disclosing Party.
• Is independently developed by the Receiving Party without use of or reference to Confidential Information.
• Is rightfully obtained by the Receiving Party from a third party without restriction on disclosure.

22.3 Required Disclosures

If the Receiving Party is required by law, regulation, or court order to disclose Confidential Information, the Receiving Party shall, to the extent permitted by law, provide the Disclosing Party with prompt written notice and reasonable assistance in seeking a protective order or other appropriate remedy. If such order is not obtained, the Receiving Party may disclose only the minimum amount of Confidential Information required to comply with the legal obligation.

22.4 Return of Confidential Information

Upon termination of this Agreement or upon the Disclosing Party's request, the Receiving Party shall promptly return or destroy all copies of Confidential Information in its possession and certify such return or destruction in writing. The Receiving Party may retain copies of Confidential Information solely for the purpose of complying with applicable law, legal hold obligations, or bona fide document retention policies.

22.5 Duration

The confidentiality obligations under this Agreement shall survive termination of this Agreement for a period of five (5) years, or indefinitely for trade secrets and source code.

22.6 Non-Disclosure Agreements (NDAs)

Where the parties have executed a separate Non-Disclosure Agreement (NDA), the terms of that NDA shall govern the handling of confidential information disclosed under that NDA. In the event of any conflict between this Agreement and a separately executed NDA, the NDA shall prevail with respect to the subject matter of the NDA.

23. Privacy & Cookies

The Company respects the privacy of its Users and Clients. The collection, use, and protection of Personal Data is governed by the Company's Privacy Policy and Cookie Policy, which are incorporated into these Terms by reference. By using the Website or engaging the Company for Services, you acknowledge that you have read and understood the Privacy Policy and Cookie Policy.

In summary, the Company may collect Personal Data including but not limited to your name, email address, phone number, company name, billing information, and technical data such as IP address, browser type, and usage patterns. This data is used to provide Services, communicate with you, process payments, improve the Website, and comply with legal obligations.

The Company uses cookies and similar tracking technologies as described in the Cookie Policy. You may control cookie preferences through your browser settings.

The Company implements reasonable security measures to protect Personal Data, but no method of transmission or storage is completely secure. The Company shall not be liable for any unauthorized access to or use of Personal Data resulting from circumstances beyond the Company's reasonable control.

For detailed information about the Company's privacy practices, please refer to the Privacy Policy and Cookie Policy pages on the Website.

24. Cybersecurity & Data Processing

24.1 Security Measures

The Company implements commercially reasonable technical and organizational security measures to protect the confidentiality, integrity, and availability of Client data and Company systems. These measures may include, but are not limited to, encryption of data in transit and at rest, access controls, firewalls, intrusion detection systems, regular security assessments, and incident response procedures.

24.2 Client Security Responsibilities

The Client is responsible for:

• Maintaining the security of its own systems, networks, and accounts.
• Using strong passwords and implementing multi-factor authentication where available.
• Notifying the Company immediately of any suspected security incident affecting the Client's account or data.
• Complying with all applicable data protection and cybersecurity laws.
• Ensuring that any data provided to the Company is collected, processed, and transferred in compliance with applicable laws.

24.3 Data Processing

Where the Company processes Personal Data on behalf of a Client as a data processor, such processing shall be governed by a separate Data Processing Agreement (DPA) if required by applicable law. In the absence of a DPA, the Client acknowledges that the Company processes data as an independent controller for its own legitimate business purposes, including billing, communication, and service improvement.

24.4 Breach Notification

In the event of a security breach that compromises Client data, the Company will notify affected Clients without undue delay and will take reasonable steps to mitigate the impact of the breach. The Company will cooperate with law enforcement and regulatory authorities as required by applicable law.

24.5 Data Backup

Unless expressly agreed in a SOW or maintenance agreement, the Company is not responsible for backing up Client data. The Client is responsible for maintaining its own backups of data, content, and materials. The Company shall not be liable for any data loss caused by the Client's failure to maintain backups.

25. Service Availability & Downtime

25.1 No Guaranteed Uptime

Unless expressly stated otherwise in a SOW or service level agreement (SLA), the Company does not guarantee any specific level of uptime or availability for the Website, Services, or Products. The Website and Services are provided on an "as available" basis. The Company reserves the right to temporarily suspend access to the Website or Services for maintenance, upgrades, or emergency repairs.

25.2 Scheduled Maintenance

The Company may perform scheduled maintenance at times that minimize disruption to Clients, typically during off-peak hours. The Company will use reasonable efforts to provide advance notice of scheduled maintenance that may affect Service availability. Scheduled maintenance periods shall not constitute downtime for the purpose of any SLA.

25.3 Emergency Maintenance

The Company may perform emergency maintenance at any time without prior notice if necessary to protect the security, integrity, or stability of the Website, Services, or Company systems. The Company will provide notice of emergency maintenance as soon as reasonably practicable after the fact.

25.4 Service Interruptions

The Company shall not be liable for any interruption of Service, loss of data, or other damages resulting from:

• Scheduled or emergency maintenance.
• Failures of third-party infrastructure, hosting providers, or network services.
• Internet service disruptions, DNS propagation delays, or network congestion.
• Cyberattacks, distributed denial-of-service (DDoS) attacks, or other malicious activities.
• Force Majeure events.
• Actions or omissions of the Client or third parties.
• Government actions, legal restrictions, or regulatory requirements.

26. Acceptable Use & Prohibited Activities

26.1 Acceptable Use

You agree to use the Website, Services, and Products only for lawful purposes and in compliance with all applicable laws, regulations, and these Terms. You agree not to use the Website, Services, or Products in any manner that could damage, disable, overburden, or impair the Company's systems or interfere with any other party's use of the Website or Services.

26.2 Prohibited Activities

You are expressly prohibited from engaging in the following activities:

• Violating any applicable law, regulation, or governmental order.
• Infringing any intellectual property, privacy, or other rights of the Company or any third party.
• Uploading, transmitting, or distributing any viruses, malware, ransomware, Trojan horses, worms, or other malicious code.
• Attempting to gain unauthorized access to any Company systems, accounts, networks, or data.
• Interfering with or disrupting the integrity or performance of the Website, Services, or Products.
• Using any automated means, including bots, scrapers, spiders, or crawlers, to access or collect data from the Website without the Company's prior written consent.
• Engaging in any activity that could damage, disable, overburden, or impair the Company's infrastructure.
• Impersonating any person or entity, or falsely stating or otherwise misrepresenting your affiliation with any person or entity.
• Engaging in any fraudulent, deceptive, or misleading activity.
• Using the Services or Products to transmit any unsolicited commercial communications (spam).
• Reverse engineering, decompiling, disassembling, or creating derivative works of any Company software, except as expressly permitted by applicable law.
• Renting, leasing, lending, reselling, sublicensing, or otherwise commercially exploiting the Services or Products without the Company's prior written consent.
• Using the Services or Products for any purpose that is harmful to minors.
• Storing, transmitting, or processing any content that is defamatory, obscene, pornographic, hateful, or discriminatory.
• Using the Services or Products in connection with any illegal gambling, pyramid schemes, or fraudulent schemes.
• Encouraging or enabling any other person to engage in any of the above prohibited activities.

The Company reserves the right to investigate any suspected violation of these Terms and to take appropriate action, including but not limited to reporting such activity to law enforcement authorities.

27. Fraud Prevention

The Company takes fraud prevention seriously. The Company employs reasonable measures to detect and prevent fraudulent transactions, account creations, and activities. These measures may include identity verification, transaction monitoring, IP address screening, and behavioral analysis.

If the Company reasonably suspects that a transaction, account, or activity is fraudulent, the Company reserves the right to:

• Reject or cancel any order, transaction, or payment.
• Suspend or terminate any account.
• Withhold delivery of Services or Products.
• Report the suspected fraud to relevant law enforcement authorities, credit reporting agencies, and fraud prevention databases.
• Share information about the suspected fraud with payment processors, banks, and other financial institutions.

You agree to cooperate with any fraud investigation initiated by the Company or by a third party on the Company's behalf. The Company shall not be liable for any loss, damage, or inconvenience arising from actions taken in good faith to prevent or investigate suspected fraud.

28. Account Suspension & Termination

28.1 Suspension

The Company reserves the right to suspend your access to the Website, Services, or Products, or any portion thereof, at any time and without prior notice, if:

• You violate any provision of these Terms or any applicable SOW.
• You engage in any prohibited activities as described in Section 26.
• The Company reasonably suspects fraudulent or unauthorized activity.
• Your payment is overdue and remains unpaid after notice.
• You fail to comply with any identity verification request.
• Required by applicable law or regulatory authority.

During a suspension, you may be denied access to your account, Deliverables, and any data stored on Company systems. The Company shall not be liable for any loss or damage resulting from such suspension.

28.2 Termination by Company

The Company may terminate this Agreement and any related SOW with immediate effect by providing written notice to the Client if:

• The Client commits a material breach of this Agreement that is not cured within fifteen (15) days of written notice.
• The Client becomes insolvent, files for bankruptcy, or is unable to pay its debts as they fall due.
• The Client fails to make payment when due and such failure continues for fifteen (15) days after written notice.
• The Client engages in fraudulent, illegal, or unauthorized activities in connection with the Services or Products.

28.3 Termination by Client

The Client may terminate this Agreement and any related SOW by providing written notice as specified in the SOW. In the absence of a specified notice period, either party may terminate by providing thirty (30) days' written notice to the other party.

28.4 Effect of Termination

Upon termination of this Agreement:

• The Client shall pay all Fees due for Services rendered up to the effective date of termination, including any non-cancellable third-party costs.
• The Company shall deliver to the Client all Deliverables completed up to the date of termination, subject to receipt of payment for such Deliverables.
• Each party shall return or destroy the other party's Confidential Information in accordance with Section 22.
• Any provisions of this Agreement that by their nature should survive termination shall survive, including but not limited to Sections 16 (Intellectual Property), 22 (Confidentiality), 30 (Limitation of Liability), 31 (Disclaimer), 32 (Indemnification), and 36 (Arbitration).

29. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) to the extent that such failure or delay is caused by a Force Majeure Event. The affected party shall:

• Provide prompt written notice to the other party of the Force Majeure Event and its expected duration.
• Use reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance as soon as practicable.
• Continue to perform its obligations to the extent not prevented by the Force Majeure Event.

If a Force Majeure Event continues for more than thirty (30) consecutive days, either party may terminate the affected SOW or this Agreement by providing written notice to the other party. In the event of such termination, the Client shall pay for all Services rendered and all costs incurred up to the date of termination. The Company shall not be liable for any damages arising from termination due to Force Majeure.

Force Majeure Events include, but are not limited to: acts of God, natural disasters, earthquakes, floods, hurricanes, tornadoes, fires, explosions, pandemics, epidemics, public health emergencies, war, terrorism, civil unrest, riots, strikes, labor disputes, government actions, embargoes, sanctions, power outages, internet service disruptions, telecommunications failures, cyberattacks (including DDoS attacks), failure of third-party infrastructure, supply chain disruptions, and any other event beyond the reasonable control of the affected party.

30. Limitation of Liability

30.1 Exclusion of Consequential Damages

To the maximum extent permitted by applicable law, in no event shall either party be liable to the other party for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of business opportunity, loss of goodwill, cost of substitute services, or business interruption, arising out of or in connection with this Agreement or the Services, whether based on contract, tort (including negligence), strict liability, or any other legal theory, even if the party has been advised of the possibility of such damages.

30.2 Cap on Liability

To the maximum extent permitted by applicable law, the total aggregate liability of either party arising out of or in connection with this Agreement or the Services, whether based on contract, tort (including negligence), strict liability, or any other legal theory, shall not exceed the total Fees paid or payable by the Client to the Company under the specific SOW giving rise to the claim during the twelve (12) month period immediately preceding the event giving rise to the claim.

30.3 Exceptions to Limitation

Nothing in this Agreement shall limit or exclude liability for:

• Death or personal injury caused by negligence.
• Fraud or fraudulent misrepresentation.
• Willful misconduct or gross negligence.
• Breach of confidentiality obligations under Section 22.
• Breach of intellectual property rights under Section 16.
• Payment obligations under this Agreement.
• Any liability that cannot be limited or excluded under applicable law.

30.4 Basis of the Bargain

The parties acknowledge that the Fees for the Services reflect the allocation of risk and the limitations of liability set forth in this Agreement, and that the Company would not enter into this Agreement without such limitations. The Client acknowledges that the Company's liability for errors, omissions, or defects in the Deliverables shall be limited to correcting such errors, omissions, or defects at no additional charge, provided that the Client notifies the Company of such issues within a reasonable timeframe after discovery.

31. Disclaimer of Warranties

31.1 Services Provided "As Is"

Except as expressly provided in a SOW or separate written agreement, the Website, Services, and Products are provided on an "as is" and "as available" basis, without any warranties of any kind, either express or implied. To the maximum extent permitted by applicable law, the Company disclaims all warranties, including but not limited to:

• Implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
• Warranties that the Services or Products will meet the Client's requirements or expectations.
• Warranties that the Services or Products will be uninterrupted, timely, secure, or error-free.
• Warranties that defects or errors in the Deliverables will be corrected.
• Warranties regarding the accuracy, reliability, or completeness of any content, information, or materials provided through the Services.
• Warranties regarding the performance, security, or availability of any third-party services or infrastructure.

31.2 No Guarantee of Specific Results

The Company does not guarantee specific results from the use of its Services, including but not limited to search engine rankings, website traffic, conversion rates, revenue increases, social media follower growth, or any other measurable outcome. While the Company uses professional methodologies and best practices, results depend on numerous factors outside the Company's control, including market conditions, competition, algorithm changes, and Client execution.

31.3 No Warranty for Third-Party Components

The Company does not warrant any third-party software, libraries, APIs, platforms, tools, or services that may be recommended, integrated, or used in connection with the Services. Any such third-party components are provided "as is" by their respective owners, and the Company disclaims all liability arising from the Client's use of such components.

32. Indemnification

32.1 Client Indemnification

The Client agrees to indemnify, defend, and hold harmless the Company, its affiliates, subsidiaries, directors, officers, employees, agents, contractors, and representatives from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with:

• The Client's use of the Website, Services, or Products in violation of these Terms or applicable law.
• The Client's violation of any rights of any third party, including intellectual property rights, privacy rights, or contractual rights.
• Any content, data, or materials provided by the Client to the Company that infringes any third-party rights.
• The Client's negligence, willful misconduct, or fraudulent activity.
• Any dispute between the Client and its end users, customers, or other third parties.
• Any claim that the Client's use of the Deliverables infringes any third-party intellectual property rights, where such infringement arises from modifications made by the Client, combination of the Deliverables with other software or systems not provided by the Company, or use of the Deliverables in a manner not contemplated by the SOW.

32.2 Company Indemnification

The Company agrees to indemnify, defend, and hold harmless the Client from and against any claim that the Deliverables, when used in accordance with the SOW and these Terms, infringe a third party's Indian intellectual property rights. The Company's indemnification obligation is subject to the following conditions:

• The Client promptly notifies the Company in writing of the claim.
• The Client grants the Company sole control over the defense and settlement of the claim.
• The Client provides reasonable cooperation in the defense of the claim.

If the Deliverables become, or in the Company's opinion are likely to become, the subject of an infringement claim, the Company may, at its option and expense: (a) procure the right for the Client to continue using the Deliverables; (b) modify the Deliverables to make them non-infringing; or (c) replace the Deliverables with non-infringing alternatives. If none of these options is commercially reasonable, the Company may terminate the applicable SOW and refund the Fees paid for the infringing Deliverables, less a reasonable amount for the Client's use of such Deliverables up to the date of termination.

The Company shall have no indemnification obligation for claims arising from: (a) the Client's modification of the Deliverables; (b) the combination of the Deliverables with software or systems not provided by the Company; (c) the Client's use of the Deliverables in a manner not contemplated by the SOW; or (d) the Client's failure to use updated or modified versions of the Deliverables provided by the Company to avoid infringement.

33. Electronic Communications

By using the Website or engaging the Company for Services, you consent to receive electronic communications from the Company. These communications may include:

• Emails related to your account, transactions, and service updates.
• Project-related communications via email, messaging platforms, or project management tools.
• Newsletters, marketing communications, and promotional materials (you may opt out of marketing communications at any time).
• Legal notices and policy updates.

You agree that all agreements, notices, disclosures, and other communications provided to you electronically satisfy any legal requirement that such communications be in writing. You may withdraw your consent to receive electronic communications by contacting the Company, but doing so may affect the Company's ability to provide Services to you.

The Company may record or monitor communications between the Company and its Clients for quality assurance, training, and legal compliance purposes, subject to applicable laws.

Communications transmitted through the Website's contact forms, email, or other channels shall be considered received by the Company only when actually received and acknowledged. The Company is not responsible for communications lost or delayed due to technical failures, spam filters, or other factors beyond the Company's control.

34. Compliance with Indian Laws

34.1 Governing Law

This Agreement and all matters arising out of or relating to it, including but not limited to its formation, interpretation, performance, breach, termination, and enforcement, shall be governed by and construed in accordance with the laws of the Republic of India, without regard to its conflict of laws principles.

34.2 Information Technology Act, 2000

The Company complies with the provisions of the Information Technology Act, 2000, and the rules and regulations framed thereunder, including but not limited to:

• The Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, governing the collection, storage, processing, and transfer of personal data and sensitive personal data.
• The Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, governing the operation of intermediaries and digital platforms.
• The provisions of the Indian Penal Code, 1860, as applicable to electronic records and cybercrimes.
• The Indian Evidence Act, 1872, relating to the admissibility of electronic records as evidence.

34.3 Consumer Protection Laws

The Company operates in compliance with the Consumer Protection Act, 2019, and the Consumer Protection (E-Commerce) Rules, 2020, to the extent applicable. Clients who are "consumers" as defined under the Consumer Protection Act, 2019, may be entitled to certain rights and protections under that Act, provided that such rights and protections are not excluded or limited by this Agreement to the extent permitted by law.

34.4 Other Applicable Laws

The Company also complies with the following laws to the extent applicable:

• The Indian Contract Act, 1872, governing the formation and enforcement of contracts.
• The Arbitration and Conciliation Act, 1996, governing dispute resolution.
• The Specific Relief Act, 1963, relating to specific performance of contracts.
• The Limitation Act, 1963, governing the time limits for bringing legal proceedings.
• The Copyright Act, 1957, and the Trade Marks Act, 1999, governing intellectual property rights.
• The Companies Act, 2013, or the applicable business entity law governing the Company's structure.
• The Goods and Services Tax (GST) laws and other applicable tax laws.

Nothing in this Agreement shall require the Company to act in a manner inconsistent with applicable Indian laws. If any provision of this Agreement is found to be invalid or unenforceable under Indian law, such provision shall be severed, and the remaining provisions shall continue in full force and effect.

35. Jurisdiction & Dispute Resolution

35.1 Jurisdiction

Subject to the arbitration provisions set forth in Section 36, the courts located in Mumbai, Maharashtra, India shall have exclusive jurisdiction over any disputes, claims, or controversies arising out of or in connection with this Agreement or the Services. Each party irrevocably submits to the personal jurisdiction of such courts and waives any objection based on improper venue or forum non conveniens.

35.2 Dispute Resolution Process

Before initiating any legal proceedings, the parties agree to attempt to resolve any dispute through the following process:

1. Informal Resolution: The complaining party shall provide written notice to the other party describing the dispute in reasonable detail. Representatives of both parties shall meet or confer within fifteen (15) days of the notice to attempt to resolve the dispute informally.
2. Escalation: If the dispute cannot be resolved informally within fifteen (15) days, the dispute shall be escalated to senior management of both parties for further negotiation.
3. Mediation: If the dispute remains unresolved after thirty (30) days from the initial notice, the parties agree to attempt to resolve the dispute through mediation at a mutually agreed mediation center in Mumbai, Maharashtra, before resorting to arbitration or litigation.

35.3 Injunctive Relief

Notwithstanding the dispute resolution process set forth above, either party may seek interim or injunctive relief from a court of competent jurisdiction to protect its intellectual property rights, confidential information, or to prevent irreparable harm pending resolution of the dispute through the agreed process.

36. Arbitration

36.1 Agreement to Arbitrate

Any dispute, claim, or controversy arising out of or relating to this Agreement or the Services, including the breach, termination, enforcement, interpretation, or validity thereof, that cannot be resolved through the informal dispute resolution process described in Section 35, shall be finally resolved by binding arbitration in accordance with the Arbitration and Conciliation Act, 1996.

36.2 Arbitration Rules

The arbitration shall be conducted in accordance with the rules of the Mumbai Centre for International Arbitration (MCIA) or such other arbitration institution as the parties may mutually agree. If the parties cannot agree on an arbitration institution, either party may apply to a court of competent jurisdiction to appoint an arbitrator.

36.3 Arbitrator

The arbitration shall be conducted by a sole arbitrator appointed by mutual agreement of the parties. If the parties cannot agree on an arbitrator within thirty (30) days of the commencement of arbitration, the arbitrator shall be appointed in accordance with the rules of the designated arbitration institution or by a court of competent jurisdiction.

36.4 Venue

The seat and venue of arbitration shall be Mumbai, Maharashtra, India. The language of the arbitration shall be English.

36.5 Awards

The arbitrator shall issue a written award setting forth the reasons for the decision. The award shall be final and binding on the parties and may be enforced in any court of competent jurisdiction. The costs of the arbitration, including the arbitrator's fees and administrative costs, shall be borne as determined by the arbitrator.

36.6 Class Action Waiver

To the maximum extent permitted by applicable law, all disputes shall be resolved on an individual basis, and neither party shall bring or participate in any class action, collective action, or representative proceeding against the other party. The arbitrator may not consolidate the claims of more than one party or preside over any class, collective, or representative proceeding.

36.7 Exception to Arbitration

Notwithstanding the foregoing, either party may bring an action in a court of competent jurisdiction for: (a) claims involving intellectual property infringement or misappropriation; (b) claims involving breach of confidentiality obligations; (c) claims for interim or injunctive relief as provided in Section 35.3; and (d) claims that are not subject to arbitration under applicable law.

37. Entire Agreement

These Terms and Conditions, together with the Privacy Policy, Refund Policy, Cookie Policy, Disclaimer, and any SOW or other written agreement executed by both parties, constitute the entire agreement between the Client and the Company with respect to the subject matter hereof and supersede all prior or contemporaneous communications, representations, agreements, or understandings, whether oral or written.

In the event of any conflict or inconsistency between these Terms and any SOW or other written agreement, the order of precedence shall be: (a) the SOW or other written agreement, but only with respect to the specific subject matter of that SOW; (b) these Terms and Conditions; (c) the Privacy Policy, Refund Policy, Cookie Policy, and Disclaimer, which are incorporated by reference.

Any terms or conditions contained in any purchase order, confirmation, or other document issued by the Client that are in addition to, inconsistent with, or different from these Terms are expressly rejected and shall have no force or effect unless expressly accepted in writing by an authorized representative of the Company.

The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of such provision or the right to enforce such provision in the future.

38. Waiver & Severability

38.1 Waiver

No waiver of any term, provision, or condition of this Agreement, whether by conduct or otherwise, shall be deemed a waiver of any other term, provision, or condition, or a waiver of the same term, provision, or condition in the future. Any waiver must be in writing and signed by the waiving party to be effective. The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision unless expressly acknowledged in writing.

38.2 Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be enforced to the maximum extent permissible, and the remaining provisions of this Agreement shall remain in full force and effect. The invalid, illegal, or unenforceable provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its intent. If such modification is not possible, the provision shall be severed from this Agreement, and the parties agree to negotiate in good faith to replace the severed provision with a valid, legal, and enforceable provision that achieves the same commercial intent.

39. Assignment

The Client may not assign, transfer, delegate, or sublicense any of its rights or obligations under this Agreement, whether voluntarily or by operation of law, without the prior written consent of the Company. Any purported assignment or transfer without such consent shall be null and void.

The Company may assign, transfer, delegate, or sublicense any of its rights or obligations under this Agreement without the Client's consent, provided that such assignment does not materially reduce the Company's obligations to the Client. The Company may also assign this Agreement to any successor entity in connection with a merger, acquisition, reorganization, sale of all or substantially all of its assets, or other business combination.

Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

40. Amendments

The Company reserves the right to amend, modify, or update these Terms and Conditions at any time, in its sole discretion, by posting the revised version on the Website. Amendments shall be effective immediately upon posting, unless a later effective date is specified. The Company will use reasonable efforts to notify Clients and Users of material changes, such as by posting a notice on the Website or sending an email notification.

Your continued use of the Website or Services after any amendment constitutes your acceptance of the revised Terms. If you do not agree to any amendment, you must stop using the Website and Services and terminate any active engagements in accordance with the termination provisions of this Agreement.

It is your responsibility to review the Terms and Conditions periodically for changes. The date of the most recent revision is indicated at the top of this page. The Company encourages you to review the Terms each time you access the Website or engage the Company for Services.

41. Contact Information

If you have any questions, concerns, or requests regarding these Terms and Conditions, you may contact the Company using the following information:

Vian Software Solutions
Email: virenpandey89@gmail.com
Website: https://www.viannn.online
Phone: +91 9598443203

For legal notices and service of process, please use the following address (subject to verification for service of process):

Vian Software Solutions
Mumbai, Maharashtra, India

All legal notices to the Company shall be sent by registered post or courier to the above address, with a copy by email to virenpandey89@gmail.com. Notices shall be deemed received: (a) if sent by registered post, seven (7) Business Days after posting; (b) if sent by courier, upon signature of delivery; or (c) if sent by email, upon confirmation of receipt.

These Terms and Conditions were last updated on June 25, 2026. They replace and supersede all previous versions.