Terms of Service

The agreement between you and Avythera for any engagement — website, application, infrastructure, or advisory work.

These Terms of Service ("Terms") govern the access to and use of the website located at avythera.com (the "Site") and any services, proposals, statements of work, or deliverables provided by Avythera ("Avythera", "we", "us", or "our"), a software studio established in 2022 and operating out of Bangalore, Karnataka, India. By engaging with us, submitting an enquiry, or executing a Statement of Work, you ("Client" or "you") agree to be bound by these Terms.

01Definitions

• Statement of Work ("SOW") means a written scope document — signed, countersigned, or confirmed in writing (including email) — that describes the deliverables, timelines, fees, and acceptance criteria for an engagement.
• Deliverables means all materials, code, designs, documents, and other outputs produced by Avythera specifically for the Client under a SOW.
• Pre-existing Materials means tools, frameworks, utilities, know-how, libraries, templates, and generalised methods owned or licensed by Avythera prior to, or independently of, an engagement.
• Confidential Information means any non-public business, technical, commercial, or operational information disclosed by one party to the other in connection with an engagement.

02Engagement & Scope

Each engagement is governed by a written SOW, which forms part of these Terms. In the event of a conflict between these Terms and a SOW, the SOW shall prevail, but only with respect to that specific engagement.

Any change in scope — whether to deliverables, timelines, or commercial terms — shall be documented in a written change request countersigned by both parties before execution.

03Fees & Payment

1. Fees, milestones, and payment schedules shall be set out in the relevant SOW. All amounts are exclusive of applicable taxes (including, without limitation, Goods and Services Tax) unless expressly stated otherwise.
2. Unless a SOW specifies otherwise, invoices are payable within fifteen (15) days of the invoice date.
3. Overdue amounts shall accrue interest at the rate of 1.5% per month (or the maximum permitted by applicable law, whichever is lower), from the due date until paid in full.
4. Avythera may suspend performance and withhold delivery of any Deliverables pending cure of any material payment default that remains unremedied for seven (7) days after written notice.

04Intellectual Property

4.1 Deliverables

Subject to full payment of all fees due under the relevant SOW, Avythera assigns to the Client all right, title, and interest in and to the final, accepted Deliverables produced exclusively for the Client, except as provided in Section 4.2.

4.2 Pre-existing Materials

All Pre-existing Materials remain the exclusive property of Avythera. To the extent any Pre-existing Materials are incorporated into Deliverables, Avythera grants the Client a perpetual, worldwide, royalty-free, non-exclusive, non-transferable licence to use such Pre-existing Materials solely as part of, and to the extent necessary to use, the Deliverables.

4.3 Third-Party Components

Deliverables may include open-source or third-party software, which is licensed to the Client under the terms of the applicable third-party licence. Avythera shall endeavour to disclose material third-party components in the SOW or accompanying documentation.

4.4 Portfolio & Credit

Unless the Client expressly requests otherwise in writing, Avythera reserves the right to reference the engagement, describe the scope in general terms, and display non-confidential visual excerpts of Deliverables in its portfolio, case studies, and marketing materials, including the Site.

05Client Responsibilities

The Client shall provide, in a timely manner, all information, access, approvals, content, credentials, and decisions reasonably required for Avythera to perform its obligations. Delays attributable to the Client may, at Avythera's reasonable discretion, extend delivery timelines and/or result in additional charges.

The Client represents and warrants that all content, trademarks, data, and materials supplied to Avythera for incorporation into Deliverables are lawfully owned or licensed by the Client and do not infringe any third-party rights.

06Acceptance & Revisions

Deliverables shall be deemed accepted on the earlier of: (a) written acceptance by the Client; (b) use of the Deliverables in a live, production, or commercial environment; or (c) the expiry of seven (7) days from the date of delivery without written notice of material, documented defect referenced against the acceptance criteria in the SOW.

Revisions beyond the scope stated in the SOW shall be treated as a change request under Section 2 and may be separately chargeable.

07Confidentiality

Each party shall hold the other's Confidential Information in strict confidence, use it solely for the purposes of the engagement, and protect it with at least the degree of care it uses to protect its own confidential information (and in no event less than reasonable care). This obligation survives termination for a period of three (3) years, and indefinitely with respect to trade secrets.

Confidential Information does not include information that: (a) is or becomes public through no fault of the receiving party; (b) was rightfully known prior to disclosure; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided reasonable notice is given where lawful.

08Warranties & Disclaimer

Avythera warrants that Deliverables will materially conform to the acceptance criteria specified in the SOW for a period of thirty (30) days following acceptance. The Client's sole and exclusive remedy for breach of this warranty shall be for Avythera, at its option, to repair or replace the non-conforming portion of the Deliverables.

Except as expressly set out in these Terms, Deliverables and all services are provided "as is" and "as available". To the fullest extent permitted by law, Avythera disclaims all other warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation.

09Limitation of Liability

To the maximum extent permitted by applicable law:

1. Neither party shall be liable to the other for any indirect, incidental, special, consequential, punitive, or exemplary damages, or for loss of profits, revenue, data, goodwill, or business opportunity, arising out of or in connection with an engagement, whether in contract, tort (including negligence), or otherwise, even if advised of the possibility of such damages.
2. Avythera's aggregate liability arising out of or in connection with any engagement shall not exceed the total fees actually paid by the Client to Avythera under the relevant SOW in the six (6) months immediately preceding the event giving rise to the claim.

Nothing in these Terms excludes or limits liability for: (a) fraud or fraudulent misrepresentation; (b) gross negligence or wilful misconduct; (c) death or personal injury caused by negligence; or (d) any liability that cannot lawfully be excluded or limited.

10Indemnity

Each party shall indemnify, defend, and hold harmless the other from and against third-party claims arising out of: (a) its breach of these Terms; (b) its wilful misconduct or gross negligence; or (c) infringement of third-party intellectual property rights by materials it supplies. The indemnifying party's obligations are conditional on (i) prompt written notice of the claim, (ii) sole control of the defence and settlement, and (iii) reasonable cooperation from the indemnified party.

11Term & Termination

These Terms remain in effect for the duration of any active engagement and until all obligations under it have been discharged. Either party may terminate an engagement:

• for convenience, by giving thirty (30) days' prior written notice, in which case the Client shall pay for all work performed and reasonable, non-cancellable commitments made up to the date of termination; or
• for material breach, if such breach remains uncured for fifteen (15) days after written notice specifying the breach.

Sections 4, 7, 8, 9, 10, 12, 13, and 14 survive termination.

12Force Majeure

Neither party shall be liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, labour action, failure of the internet or third-party cloud providers, or compliance with any law, order, or regulation of any governmental authority.

13Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Republic of India, without regard to conflict-of-laws principles. Subject to the arbitration clause below, the courts at Bangalore, Karnataka shall have exclusive jurisdiction.

Any dispute, controversy, or claim arising out of or in relation to these Terms or any engagement shall be first referred for good-faith negotiation between senior representatives of the parties for a period of fifteen (15) days. Failing resolution, the dispute shall be finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, by a sole arbitrator mutually appointed by the parties. The seat and venue of arbitration shall be Bangalore, India, and the language shall be English. The award shall be final and binding.

14General

• Entire Agreement. These Terms, together with the applicable SOW and any duly executed change requests, constitute the entire agreement between the parties and supersede all prior discussions, proposals, and communications relating to the subject matter.
• Assignment. Neither party may assign these Terms without the prior written consent of the other, such consent not to be unreasonably withheld; provided that either party may assign to an affiliate or a successor in connection with a merger, acquisition, or sale of substantially all assets.
• No Agency. Nothing herein creates a partnership, joint venture, employment, or agency relationship between the parties. Avythera performs as an independent contractor.
• Notices. Notices shall be in writing and sent to the email addresses set out in the SOW or, if none, to info@avythera.com (for Avythera).
• Severability. If any provision is held unenforceable, the remaining provisions shall continue in full force.
• Amendments. Avythera may update these Terms from time to time. The version applicable to an engagement is the one in force at the date of the SOW.