Terms of Service
Last Updated : 1st Jan 2026

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Table of Contents

  1. Agreement to Terms
  2. Definitions
  3. Eligibility and Authority
  4. Description of Services
  5. Service Engagement Process
  6. Fees, Payment Terms, and Taxes
  7. Client Responsibilities and Obligations
  8. Our Responsibilities and Service Standards
  9. Intellectual Property Rights
  10. Confidentiality and Non-Disclosure
  11. Data Protection and Security
  12. Warranties and Representations
  13. Disclaimer of Warranties
  14. Limitation of Liability
  15. Indemnification
  16. Term, Termination, and Suspension
  17. Effect of Termination
  18. Force Majeure
  19. Dispute Resolution and Governing Law
  20. International Users - Jurisdiction-Specific Terms
  21. Compliance with Laws and Regulations
  22. Insurance and Risk Management
  23. Subcontractors and Third-Party Services
  24. Changes to Services and Terms
  25. Independent Contractor Relationship
  26. Assignment and Transfer
  27. Notices and Communications
  28. General Provisions
  29. Contact Information

1. Agreement to Terms

1.1 Binding Agreement

These Terms of Service ("Terms," "Agreement," or "TOS") constitute a legally binding agreement between you ("Client," "you," "your," or "Customer") and Vector CXO, a business operating in Mumbai, Maharashtra, India ("Vector CXO," "we," "our," or "us").

These Terms govern:

1.2 Acceptance of Terms

By accessing our website, requesting a consultation, submitting information through our forms, or engaging our services, you acknowledge that you have read, understood, and agree to be bound by:

If you do not agree to these Terms, you must immediately cease using our website and services.

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1.3 Agreement Hierarchy

In case of conflict between documents:

  1. Service Agreement (project-specific terms)
  2. Business Associate Agreement or industry-specific agreements
  3. These Terms of Service
  4. Privacy Policy

Specific terms in Service Agreements take precedence over these general Terms.

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1.4 Electronic Acceptance

Your electronic acceptance (clicking "I agree," checking a box, or similar action) constitutes your legally binding signature and creates the same legal obligations as a handwritten signature.

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2. Definitions

"Agreement" or "Terms": These Terms of Service and all incorporated documents.

"Business Day": Monday through Friday, excluding public holidays in Mumbai, India, or your location as specified in the Service Agreement.

"Client Data": All data, information, materials, and content provided by you or accessed by us on your behalf in connection with services.

"Confidential Information": Information disclosed by one party to the other that is marked confidential or should reasonably be understood to be confidential.

"Deliverables": Specific work products, documentation, or outputs specified in a Service Agreement.

"Effective Date": The date you accept these Terms or the date specified in a Service Agreement.

"Fees": All amounts payable for services as specified in Service Agreements or proposals.

"Intellectual Property": All patents, copyrights, trademarks, trade secrets, know-how, and other intellectual property rights.

"Professional Services": The AI automation consulting, implementation, and advisory services described in Section 4.

"Service Agreement": A written agreement for specific services, including proposals, statements of work, or project agreements.

"Services": All professional services provided by Vector CXO as described herein.

"Third-Party Services": Software, platforms, tools, or services provided by entities other than Vector CXO.

"Work Product": Materials, deliverables, and outputs created by Vector CXO in performing services.

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3. Eligibility and Authority

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3.1 Age and Legal Capacity

You must be:

Our services are intended for businesses and organizations, not individual consumers.

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3.2 Business Authority

By engaging our services, you represent and warrant that:

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3.3 Verification Rights

We reserve the right to:

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3.4 Liability for Unauthorized Engagement

If you enter into this Agreement without proper authority:

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4. Description of Services

4.1 Professional Services Offered

Vector CXO provides fractional Chief AI Officer services, including:

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Strategic AI Advisory:

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Workflow Analysis and Optimization:

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AI Automation Implementation:

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Ongoing Maintenance and Support:

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Strategic Advisory (Ongoing):

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4.2 Service Delivery Model

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Services are delivered through a fractional engagement model:

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4.3 Service Phases

Phase 1: Initial Build (Typically 90 Days)

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Phase 2: Ongoing Maintenance and Advisory (Month-to-Month)

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4.4 Customization

Specific services, deliverables, timelines, and fees are detailed in individual Service Agreements or proposals.

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4.5 Services We Do Not Provide

We explicitly do not provide:

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4.6 Evolution of Services

We reserve the right to:

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5. Service Engagement Process

5.1 Initial Inquiry and Consultation

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Step 1: Initial Contact

‍You submit an inquiry via:

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Step 2: Preliminary Assessment

‍We conduct a preliminary assessment to determine:

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Step 3: Initial Consultation (No Charge)

‍We offer a 30-40 minute consultation at no cost to:

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Important: The initial consultation:

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5.2 Proposal and Service Agreement

Step 4: Proposal Delivery

‍If we determine mutual fit, we provide a written proposal within 2-5 business days containing:

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Proposal Validity: Proposals are valid for 30 days unless otherwise specified.

Step 5: Review and Negotiation

‍You review the proposal and may:

We may negotiate terms in good faith but reserve the right to maintain certain standard terms.

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Step 6: Acceptance

‍You accept by:

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Step 7: Engagement Commences

‍Services begin on the date specified in the Service Agreement (typically following receipt of initial payment).

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5.3 Right to Decline

We reserve the right to decline any engagement at any stage, including:

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Reasons for declining may include (without limitation):

If we decline after you've made payment, we will provide a full refund within 10 business days.

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5.4 No Obligation to Transact

Neither party is obligated to proceed with an engagement unless and until a Service Agreement is executed.

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6. Fees, Payment Terms, and Taxes

6.1 Fee Structure

Specific fees are detailed in your Service Agreement.

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6.2 Currency and Exchange Rates

Base Currency: Fees are quoted in USD or INR at our discretion.

Currency Conversion:

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6.3 Payment Terms

Invoice Delivery: Invoices sent via email to billing contact specified in Service Agreement.

Payment Due Date: Payment due within 15 calendar days of invoice date unless otherwise specified in Service Agreement.

Accepted Payment Methods:

Payment Instructions: Provided on each invoice.

Payment Confirmation: Client should notify us of payment and provide transaction reference.

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6.4 Late Payment

Late Payment Interest:

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Late Payment Consequences:

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Reinstatement: To reinstate suspended services:

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6.5 Taxes

Tax Exclusive Pricing: Unless explicitly stated otherwise, all fees are exclusive of taxes.

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Applicable Taxes: Client is responsible for all applicable taxes, including:

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Tax Documentation:

Withholding Tax:

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Tax Indemnity: Client indemnifies us against any penalties or interest arising from Client's failure to pay required taxes or provide required tax documentation.

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6.6 Expenses

Included in Fees: Standard business expenses (communication, office expenses, software licenses for our use) are included in fees.

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Reimbursable Expenses: The following are billed separately at cost:

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Expense Approval:

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6.7 Fee Adjustments

Annual Adjustment: For ongoing maintenance contracts:

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Mid-Term Adjustment:

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6.8 Refunds

General Policy: Fees are generally non-refundable once services commence.

Exceptions:

Initial Consultation: Free; no refund applicable.

Initial Build Phase:

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Termination by Us for Convenience: Full refund of unearned fees (pro-rated)

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Termination by Client for Convenience:

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Termination by Either Party for Cause:

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Ongoing Maintenance:

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Refund Processing: Refunds processed within 30 days of determination, via original payment method or bank transfer.

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6.9 Disputed Invoices

If you dispute an invoice:

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Good Faith Disputes: Legitimate disputes don't trigger late payment penalties during resolution period.

Frivolous Disputes: Disputes raised solely to delay payment may result in late payment charges.

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6.10 Set-Off and Deduction

Client may not:

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All payments must be made in full. Claims for damages or defects must be pursued separately.

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7. Client Responsibilities and Obligations

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7.1 Cooperation and Good Faith

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Client agrees to:

Materiality: Client's cooperation is material to successful service delivery. Lack of cooperation may result in delays, additional fees, or termination.

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7.2 Access and Information

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Client must provide:

‍System Access:

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Personnel Access:

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Data and Information:

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Timely Response:

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7.3 Designated Representatives

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Client must designate:

Primary Contact:

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Executive Sponsor:

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Billing Contact:

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Client must notify us within 2 business days of any change in designated representatives.

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7.4 Timely Decisions and Approvals

Client must:

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Impact of Delays: If Client delays exceed 14 days cumulatively:

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7.5 Accurate Information

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Client represents and warrants that all information provided to us is:

Client is liable for consequences of inaccurate or incomplete information.

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7.6 Third-Party Consents and Licenses

Client is responsible for obtaining:

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Client represents that:

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7.7 Testing and Acceptance

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Client must:

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Acceptance:

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Rejection:

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7.8 Security and Access Control

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Client must:

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Client should not:

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7.9 Compliance with Laws

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Client represents and warrants:

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Prohibited Uses: Client must not use services for:

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7.10 Change Requests

Client may request changes to scope during engagement:

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Minor Changes: Small refinements within scope may be accommodated without change orders at our discretion.

Material Changes: Significant changes require formal change orders and may affect fees and timeline.

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7.11 Payment Obligations

Client must:

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7.12 Consequences of Breach

If Client breaches obligations materially:

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8. Our Responsibilities and Service Standards

8.1 Professional Standard of Care

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We will perform services:

We commit to:

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8.2 Service Delivery Commitments

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Initial Build Phase:

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Ongoing Maintenance:

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Deliverables: Specific deliverables detailed in Service Agreements.

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8.3 Project Management

We provide:

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8.4 Support and Response Times

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During Build Phase (Mon-Fri, Business Hours):

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Ongoing Maintenance Phase:

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Definitions:

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Exceptions:

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8.5 Quality Assurance

We commit to:

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Warranty Period: 30 days from delivery/acceptance for defect correction.

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8.6 Documentation

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We provide:

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Documentation delivered:

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8.7 Knowledge Transfer

At engagement conclusion or as specified:

Goal: Enable Client to understand automations sufficiently for basic use and troubleshooting.

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Limitation: Knowledge transfer doesn't make Client responsible for technical maintenance—that remains our responsibility during ongoing maintenance.

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8.8 Security and Data Protection

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We commit to:

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8.9 Subcontractors

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We may use subcontractors for services:

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8.10 Continuous Improvement

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During ongoing maintenance, we:

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8.11 Limitations and Exclusions

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We are not responsible for:

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8.12 No Guaranteed Results

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While we target specific outcomes (e.g., 10-15 hours/week time savings), we do not guarantee:

We guarantee effort and expertise, not specific business results.

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8.13 Right to Suspend Services

We may suspend services if:

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Notice: Except in emergencies, we provide 5 days' written notice before suspension.

Reinstatement: Services resume when breach cured and any reinstatement requirements met.

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9. Intellectual Property Rights

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9.1 Pre-Existing Intellectual Property

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‍Our Pre-Existing IP:

‍We retain all rights to:

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Client Pre-Existing IP:

‍Client retains all rights to:

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9.2 Work Product and Deliverables

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Ownership Upon Full Payment:

‍Upon receipt of full payment for applicable services, Client owns:

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Our Retained Rights:

‍We retain ownership of:

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Analogy: You own the house we designed and built for you, but we retain the architectural techniques and can build similar houses for others.

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9.3 License Grants

To Client:Upon full payment, we grant Client:

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To Us (Limited):

‍Client grants us license to:

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9.4 Third-Party Intellectual Property

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Third-Party Platforms:

‍Services may use third-party platforms (e.g., automation tools, cloud services):

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Open Source Software:

‍If we use open-source components:

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9.5 Use of Client Name and Logo

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Default: We will not use Client's name, logo, or reference engagement in marketing without prior written consent.

Client May Authorize:

Consent:

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9.6 Portfolio and Marketing Rights

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Anonymized Use:

‍We may use anonymized, aggregated data from engagements for:

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No Confidential Information: Such use will not disclose Confidential Information.

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9.7 Feedback and Suggestions

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If Client provides feedback, suggestions, or ideas about our services:

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9.8 Infringement Claims

By Us:

‍If third party claims our services infringe their IP:

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By Client:

‍If Client's materials or data infringe third-party IP:

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9.9 Residual Knowledge

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We may retain and use:

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This doesn't include Client Confidential Information or Client-specific proprietary solutions.

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9.10 IP Indemnification

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See Section 15 for detailed indemnification provisions related to intellectual property.

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10. Confidentiality and Non-Disclosure

10.1 Definition of Confidential Information

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"Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether orally, in writing, or in any other form, including:

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Client Confidential Information includes:

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Vector CXO Confidential Information includes:

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10.2 Exclusions from Confidential Information

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Information is not Confidential Information if it:

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Receiving Party bears burden of proving an exclusion applies.

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10.3 Obligations of Receiving Party

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Receiving Party agrees to:

Maintain Confidentiality:

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Limited Use:

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Limit Access:

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Return or Destroy:

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10.4 Permitted Disclosures

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Receiving Party may disclose Confidential Information:

To Service Providers:

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To Legal/Financial Advisors:

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As Required by Law:

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10.5 Mutual Non-Disclosure Agreement (NDA)

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If parties desire more specific confidentiality terms before engagement:

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10.6 Confidentiality Period

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During Engagement: All Confidential Information protected throughout engagement.

Post-Termination:

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10.7 Injunctive Relief

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Breach of confidentiality may cause irreparable harm for which monetary damages are inadequate.

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Disclosing Party entitled to:

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10.8 No Implied Rights

Disclosure of Confidential Information does not:

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10.9 Security Breach Notification

If Receiving Party becomes aware of unauthorized disclosure of Confidential Information:

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10.10 No Representations

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Receiving Party acknowledges:

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11. Data Protection and Security

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11.1 Incorporation of Privacy Policy

Our Privacy Policy as here in the website

All processing of personal data is governed by the Privacy Policy in addition to these Terms.

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11.2 Roles and Responsibilities

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Data Controller/Business:

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Data Processor/Service Provider:

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Independent Controllers:

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11.3 Data Processing Agreement (DPA)

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For clients subject to GDPR or similar laws requiring DPAs:

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11.4 Client Instructions

Scope of Processing:

‍We process Client Data (including personal data) only:

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Instructions:

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11.5 Security Measures

We implement appropriate technical and organizational security measures as detailed in Privacy Policy Section 7, including:

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Technical Safeguards:

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Organizational Safeguards:

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Physical Safeguards:

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11.6 Subprocessors

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Use of Subprocessors:

‍We may use subprocessors (service providers who process Client Data):

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Client Approval:

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11.7 Data Subject Rights

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Client Responsibility:

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Our Assistance:

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Direct Requests:

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11.8 Data Breaches

Our Obligations:

‍If we become aware of personal data breach:

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Client Obligations:

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No Admission: Breach notification not an admission of fault or liability.

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11.9 Data Protection Impact Assessments (DPIAs)

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If required by law (e.g., GDPR Article 35):

11.10 International Data Transfers

Transfers Outside Client's Jurisdiction:

‍Client Data may be transferred to/processed in:

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Safeguards:

Client Consent:

‍By engaging services, Client authorizes international transfers with safeguards described.

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11.11 Data Retention and Deletion

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During Engagement:

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Post-Termination:

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Exceptions:

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Certification:

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11.12 Audits and Inspections

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Client Rights:

‍For GDPR or similar law compliance, Client may:

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Audit Procedure:

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We May:

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11.13 Industry-Specific Compliance

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HIPAA (Healthcare - US):

‍If Client is covered entity or business associate:

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GLBA (Financial Services - US):

If applicable:

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PCI-DSS (Payment Cards):

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Other Regulations:

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11.14 Client Responsibilities

Client is responsible for:

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Client Indemnity: Client indemnifies us for violations of data protection laws resulting from Client's actions or instructions.

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12. Warranties and Representations

12.1 Mutual Warranties

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Each party represents and warrants:

Authority:

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Compliance with Laws:

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No Conflicts:

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12.2 Our Warranties

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We represent and warrant:

Right to Provide Services:

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Professional Standards:

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Functionality:

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Legal Compliance:

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No Harmful Code:

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Non-Infringement:

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12.3 Client Warranties

Client represents and warrants:

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Authority Over Data:

Lawful Use:

Accurate Information:

Third-Party Rights:

System Access:

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12.4 Warranty Exclusions and Limitations

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Our warranties do not cover:

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12.5 Remedy for Warranty Breach

Exclusive Remedy:

‍If we breach warranty (Section 12.2):

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12.6 Warranty Period

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Warranties apply:

After warranty period, deliverables provided "AS IS."

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13. Disclaimer of Warranties

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13.1 NO OTHER WARRANTIES

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 12, WE PROVIDE SERVICES AND DELIVERABLES "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

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13.2 DISCLAIMED WARRANTIES

WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING:

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MERCHANTABILITY: We do not warrant services are merchantable or fit for any particular purpose beyond those expressly stated.

FITNESS FOR PARTICULAR PURPOSE: We do not warrant services will meet Client's specific needs or expectations unless specifically agreed in Service Agreement.

NON-INFRINGEMENT: Except as stated in Section 12, we do not warrant non-infringement.

TITLE: We do not warrant title to deliverables except as specified in Section 9.

ACCURACY, RELIABILITY, OR COMPLETENESS: We do not warrant:

THIRD-PARTY SERVICES: We do not warrant performance, availability, or functionality of third-party platforms or services.

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13.3 NO GUARANTEED RESULTS

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While we target specific outcomes (e.g., 10-15 hours/week time savings), we do not guarantee:

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Guarantee of Effort: We guarantee we will apply professional skill and effort; we do not guarantee specific business results.

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13.4 BETA AND EXPERIMENTAL FEATURES

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If we offer beta, pilot, or experimental features:

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13.5 CLIENT RESPONSIBILITY FOR EVALUATION

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Client is solely responsible for:

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13.6 LEGAL EFFECT

Some jurisdictions do not allow exclusion of implied warranties. In such jurisdictions:

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14. Limitation of Liability

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14.1 LIABILITY CAP

MAXIMUM LIABILITY:TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED:

Greater of:

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14.2 EXCLUSION OF CONSEQUENTIAL DAMAGES

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TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE BE LIABLE FOR:

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APPLIES EVEN IF:

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14.3 BASIS OF THE BARGAIN

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Client acknowledges and agrees that:

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14.4 EXCEPTIONS TO LIMITATIONS

Limitations in Sections 14.1 and 14.2 DO NOT APPLY to:

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Willful Misconduct or Gross Negligence:

Indemnification Obligations:

Confidentiality Breaches:

Data Protection Violations:

Payment Obligations:

Liabilities That Cannot Be Limited by Law:

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14.5 THIRD-PARTY CLAIMS

Third-Party Platforms:

‍We are not liable for:

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Client Should:

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14.6 MULTIPLE CLAIMS

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Limitations apply in aggregate to all claims:

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14.7 MITIGATION

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Client must take reasonable steps to mitigate damages:

Failure to mitigate may reduce or bar recovery.

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14.8 ALLOCATION OF RISK

Client Accepts Risk That:

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Client Should:

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14.9 JURISDICTIONAL VARIATIONS

If Jurisdiction Prohibits Limitations:

‍In jurisdictions that don't allow limitation or exclusion of certain damages or liabilities:

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15. Indemnification

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15.1 Client Indemnification

Client agrees to indemnify, defend, and hold harmless Vector CXO, our officers, directors, employees, contractors, agents, licensors, and suppliers (each an "Indemnified Party") from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

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Client's Breach:

Client's Negligence or Misconduct:

Third-Party Claims Based on:

Unauthorized Use:

Data Protection Violations:

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15.2 Our Indemnification (Intellectual Property)

We agree to indemnify, defend, and hold harmless Client from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from third-party claims that:

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Services or Deliverables infringe or misappropriate third-party:

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Limitations on Our Indemnity:

‍We have no obligation to indemnify for claims arising from:

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Our Options if Infringement Claim:We may, at our sole option and expense:

  1. Obtain rights for Client to continue using services/deliverables
  2. Replace with non-infringing functionally equivalent alternative
  3. Modify to make non-infringing
  4. If above not commercially reasonable: Terminate affected services and refund pro-rated unused fees

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Exclusive Remedy:THIS IS CLIENT'S SOLE AND EXCLUSIVE REMEDY FOR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS.

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15.3 Indemnification Procedure

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Notice:

‍Indemnified Party must:

Control of Defense:

‍Indemnifying Party:

Cooperation:

‍Indemnified Party must:

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Settlement:

‍Indemnifying Party may not settle in a manner that:

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Indemnified Party's Rights:Indemnified Party may:

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15.4 Limitation on Indemnification

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Indemnifying Party's obligations limited to:

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Indemnification obligations subject to:

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15.5 Exclusive Remedy

Indemnification is Indemnified Party's exclusive remedy for matters covered by indemnity (subject to injunctive relief for confidentiality or IP).

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16. Term, Termination, and Suspension

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16.1 Term

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Agreement Effectiveness:

‍This Agreement is effective when Client accepts these Terms and continues until:

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Service Agreement Term:

‍Each Service Agreement specifies its own term:

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16.2 Renewal

Ongoing Maintenance:

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Fixed-Term Service Agreements:

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16.3 Termination by Client

Termination for Convenience:Client may terminate:

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Effect:

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Termination for Cause:

‍Client may terminate immediately for cause if:

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Effect:

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16.4 Termination by Us

Termination for Convenience:

‍We may terminate ongoing maintenance:

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Termination for Cause:

‍We may terminate immediately (or after notice period if specified) if:

Effect:

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Immediate Termination (Emergency):We may terminate immediately without notice if:

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16.5 Termination of Specific Services

Parties may terminate individual Service Agreements without terminating entire relationship:

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16.6 Suspension of Services

We May Suspend Services:

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‍Temporarily without terminating Agreement if:

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Suspension Notice:

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During Suspension:

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Lift Suspension:

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Suspension Fees:

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17. Effect of Termination

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17.1 Immediate Effects

Upon termination or expiration:

Services Cease:

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Payment Obligations:

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Access Credentials:

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17.2 Data and Deliverables

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Return or Deletion:

‍Within 30 days of termination:

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Work in Progress:

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Our Materials:

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Exceptions:

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17.3 Survival of Terms

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The following provisions survive termination:

Payment Obligations:

Intellectual Property:

Confidentiality:

Data Protection:

Limitation of Liability:

Indemnification:

Dispute Resolution:

General Provisions:

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Effect: These provisions remain binding after termination.

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17.4 Transition Assistance

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Optional Transition Services:Upon termination, we may (at our discretion and for additional fees) provide:

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Terms:

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Client Responsibility:

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17.5 No Continuing Obligations

Except as specified in Section 17.3 (Survival):

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17.6 Final Invoice and Reconciliation

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Within 15 days of termination:

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17.7 Return of Property

Within 30 days of termination:

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18. Force Majeure

18.1 Definition

"Force Majeure Event" means any event beyond a party's reasonable control that prevents or delays performance, including:

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Natural Disasters:

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Human-Caused Events:

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Government Actions:

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Infrastructure Failures:

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Labor Disputes:

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Other Events:

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18.2 Effect of Force Majeure

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Suspension of Obligations:

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No Liability:

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Fees:

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18.3 Notice and Mitigation

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Affected Party Must:

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Failure to Notify:

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18.4 Termination Due to Extended Force Majeure

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If Force Majeure Event prevents material performance for:

Effect of Termination:

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18.5 Exceptions

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Force Majeure does not excuse:

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18.6 COVID-19 and Pandemics

Parties acknowledge:

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19. Dispute Resolution and Governing Law

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19.1 Governing Law

Indian Law Applies:This Agreement shall be governed by and construed in accordance with the laws of India, specifically:

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Exclusions:

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19.2 Jurisdiction

Primary Jurisdiction:The courts of Mumbai, Maharashtra, India shall have exclusive jurisdiction over disputes arising from this Agreement.

Client Consent:

‍By accepting these Terms, Client:

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19.3 Dispute Resolution Process

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Tier 1: Good Faith Negotiation (30 Days)

Before initiating formal proceedings, parties agree to attempt resolution through good-faith negotiation:

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Process:

Timeline: 30 days from dispute notice

If Unresolved: Proceed to Tier 2

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Tier 2: Mediation (30-60 Days)

If negotiation fails, parties agree to attempt mediation:

Process:

Timeline: Complete within 30-60 days of mediation notice

If Unresolved: Proceed to Tier 3

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Tier 3: Arbitration or Litigation

If mediation fails, parties may proceed to arbitration or litigation per Sections 19.4 or 19.5.

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19.4 Arbitration (Optional - Parties May Choose)

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Arbitration Agreement:If parties mutually agree (in Service Agreement or separate writing), disputes resolved by binding arbitration:

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Arbitration Rules:

Arbitral Tribunal:

Seat and Language:

Procedure:

Award:

Confidentiality:

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19.5 Litigation (If Arbitration Not Chosen)

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If parties don't agree to arbitration:

Forum:

Procedure:

Appeals:

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19.6 Exceptions to Dispute Resolution Process

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The following may be pursued without following Tiers 1-2:

Injunctive Relief:

Small Claims:

Payment Disputes:

Emergency Situations:

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19.7 Class Action Waiver

NO CLASS ACTIONS:TO THE FULLEST EXTENT PERMITTED BY LAW:

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Severability: If class action waiver unenforceable, arbitration clause doesn't apply to that dispute (proceed to litigation).

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19.8 Time Limitation on Claims

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Statute of Limitations:Any claim arising from this Agreement must be filed within:

Claims not filed within this period are permanently barred.

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19.9 Costs and Attorneys' Fees

General Rule: Each party bears own costs and attorneys' fees.

Exceptions:

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19.10 Interim Measures

During dispute resolution:

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19.11 Confidentiality of Disputes

Parties agree to keep dispute resolution proceedings confidential except:

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20. International Users - Jurisdiction-Specific Terms

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20.1 General Application

These Terms apply globally. Additional terms below apply to clients in specific jurisdictions.

If conflict between general Terms and jurisdiction-specific terms: Jurisdiction-specific terms prevail for that jurisdiction.

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20.2 European Economic Area (EEA) and United Kingdom

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Additional Rights:

‍EEA and UK residents have additional rights under GDPR/UK GDPR (see Privacy Policy).

Data Protection:

Consumer Rights:If you're a consumer (not acting for business purposes), certain consumer protection laws may apply providing additional rights.

Unfair Terms:Under EU/UK consumer law, certain terms may be unenforceable if deemed unfair. Our position: these Terms are fair and reasonable for B2B services.

Dispute Resolution (EU):EU residents may access Online Dispute Resolution platform: https://ec.europa.eu/consumers/odr

Governing Law Alternative:If you're an EEA/UK consumer, you may also have rights under laws of your country of residence.

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20.3 United States

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State-Specific Laws:Certain US states have specific requirements:

California:

Other States:

Federal Laws:

Jurisdiction:While Mumbai courts have jurisdiction, US clients may also pursue claims in their local courts for matters relating to local law compliance (e.g., state privacy laws).

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20.4 Canada

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Privacy Rights:PIPEDA applies (see Privacy Policy Section 9.5).

Consumer Protection:Provincial consumer protection laws may provide additional rights.

Electronic Signatures:Valid under Personal Information Protection and Electronic Documents Act (PIPEDA) and provincial laws.

Language:Services and documents provided in English unless otherwise agreed.

Quebec Clients:If Quebec resident, certain Quebec-specific consumer protection and contract laws apply. Key Quebec law provisions included:

Contracts:

Language Rights:

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20.5 Australia

Privacy Rights:Privacy Act 1988 applies (see Privacy Policy Section 9.6).

Australian Consumer Law (ACL):If you're a consumer under Australian Consumer Law:

Our Position:These Terms drafted for B2B services. ACL consumer protections likely don't apply, but if they do, those rights aren't excluded.

Unfair Contract Terms:Small business protections under unfair contract terms provisions may apply if you're small business. Our position: these Terms are fair and reasonable.

Governing Law:While Indian law governs, Australian clients may enforce Australian statutory rights.

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20.6 New Zealand

Privacy Rights:Privacy Act 2020 applies (see Privacy Policy Section 15.8).

Fair Trading Act:New Zealand Fair Trading Act protections apply.

Consumer Guarantees Act:If you're consumer, Consumer Guarantees Act may provide additional rights. Our position: these Terms apply to B2B services.

Governing Law:While Indian law governs, New Zealand clients may enforce NZ statutory rights.

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20.7 Singapore

Personal Data Protection:If you're in Singapore, Personal Data Protection Act (PDPA) applies.

Consumer Protection:Consumer Protection (Fair Trading) Act may apply if you're consumer.

Electronic Signatures:Valid under Electronic Transactions Act.

Governing Law Alternative:Singapore clients may mutually agree to Singapore law and Singapore courts/arbitration in Service Agreement.

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20.8 Other Jurisdictions

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If Your Jurisdiction Not Listed:

Our Commitment:

Client Responsibility:

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21. Compliance with Laws and Regulations

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21.1 Mutual Compliance

Each party agrees to comply with all applicable laws and regulations in performing under this Agreement.

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21.2 Our Compliance

We comply with:

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21.3 Client Compliance

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Client is responsible for:

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21.4 Export Controls

Our Obligations:

‍We comply with applicable export control laws, including:

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Restrictions:Services may not be available in certain countries subject to sanctions or embargoes.

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Client Representations:Client represents:

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21.5 Anti-Corruption and Bribery

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Mutual Agreement:Neither party shall, directly or indirectly:

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Client Representations:Client represents:

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21.6 Sanctions Compliance

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Our Obligation:

‍We comply with applicable economic sanctions and embargo laws.

Client Representations:Client represents:

Right to Suspend:We may suspend or terminate services if:

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21.7 Tax Compliance

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Each party responsible for:

See Section 6.5 for specific tax terms.

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21.8 Employment Laws

Client Responsibility:

‍Client is solely responsible for:

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Our Role:

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21.9 Reporting Violations

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If Party Becomes Aware of Violation:

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No Retaliation:Neither party will retaliate against anyone for reporting potential violations in good faith.

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21.10 Right to Audit Compliance

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Each party may request reasonable evidence of other party's compliance with:

Requests must be reasonable and not overly burdensome.

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21.11 Consequences of Non-Compliance

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If either party violates laws in connection with this Agreement:

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22. Insurance and Risk Management

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22.1 Our Insurance

We maintain:

Coverage amounts: Commercially reasonable amounts for our industry and size.

Not Guarantee: Insurance existence doesn't expand our liability beyond limits in Section 14.

Certificate: Available upon request.

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22.2 Client Insurance

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Client should maintain:

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22.3 Risk Allocation

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Client Assumes Risk Of:

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Client Should:

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22.4 Limitation on Reliance

Client should not rely solely on our services where:

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For mission-critical applications:

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23. Subcontractors and Third-Party Services

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23.1 Right to Use Subcontractors

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We may engage subcontractors to perform services:

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23.2 Our Subcontractors

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Typical subcontractors may include:

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Our Responsibilities:

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23.3 Client Notification

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General Authorization:

‍By accepting these Terms, Client authorizes use of subcontractors.

New Subcontractors:

Objection:

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23.4 Third-Party Services and Platforms

Use of Third-Party Services:

‍Services may incorporate or integrate with third-party platforms:

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Third-Party Terms:

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Client Licenses:

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Third-Party Changes:

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23.5 No Third-Party Beneficiaries

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General Rule:

‍Nothing in this Agreement creates rights for third parties.

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Exceptions:

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24. Changes to Services and Terms

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24.1 Changes to Services

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Right to Modify:We reserve right to:

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Notice:

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Effect on Existing Agreements:

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If Service Discontinued:

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24.2 Changes to These Terms

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Right to Update:

‍We may update these Terms periodically:

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Notice of Material Changes:

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Material changes include:

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Non-Material Changes:

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Acceptance:

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24.3 Existing Service Agreements

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General Rule:Terms in effect when Service Agreement executed govern that Service Agreement.

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Exception:

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24.4 Changes to Fees

See Section 6.7 for fee adjustment provisions.

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25. Independent Contractor Relationship

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25.1 Nature of Relationship

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Independent Contractors:

‍Vector CXO is an independent contractor, not:

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Each Party:

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25.2 No Authority to Bind

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Neither Party Has Authority To:

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Exception: As specifically authorized in writing for specific purposes.

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25.3 Personnel

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Our Personnel:

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Client Personnel:

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25.4 Taxes and Benefits

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Each Party Responsible For:

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No Benefits:

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25.5 Work Location and Schedule

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Our Discretion:

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26. Assignment and Transfer

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26.1 Assignment by Client

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Restriction:

‍Client may not assign or transfer this Agreement or any Service Agreement without our prior written consent.

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Exceptions - No Consent Required:Client may assign to:

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Conditions for Exception:

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Invalid Assignment:

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26.2 Assignment by Us

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We May Assign:

‍To:

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Notice:

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Client Rights:

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26.3 Subcontracting Distinguished

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Assignment differs from subcontracting:

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26.4 Effect of Assignment

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Valid Assignment:

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Confidentiality:

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27. Notices and Communications

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27.1 Method of Notice

Formal Notices Must Be In Writing:

‍Sent by:

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Notice Addresses:

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To Vector CXO:Email: info@vectorcxo.com
Address: Mumbai, Maharashtra, India

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Attention: [Your Name/Legal Department]

To Client:Email and address as specified in Service Agreement

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27.2 When Notice Effective

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Email: Effective upon confirmation of receipt (read receipt or reply acknowledgment)

Mail/Courier: Effective upon delivery or refusal of delivery

If Delivery Fails: Sender must use alternative method

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27.3 Routine Communications

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Non-formal communications (status updates, questions, day-to-day correspondence) may be via:

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27.4 Change of Address

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Party Must Notify Other:

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Failure to Notify:

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27.5 Language

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All notices and communications in English unless otherwise agreed.

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28. General Provisions

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28.1 Entire Agreement

Complete Agreement:

‍This Agreement, together with:

Constitutes entire agreement between parties regarding subject matter.

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Supersedes:

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Amendments:

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No Oral Modifications:

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28.2 Severability

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If Provision Unenforceable:

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Partial Invalidity:If provision invalid only in certain jurisdictions:

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28.3 Waiver

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No Waiver by Inaction:

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Waiver Must Be Written:

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No Course of Dealing:

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28.4 Headings

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Section headings for convenience only:

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28.5 Interpretation

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Plain Meaning:

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Definitions:

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Currency:

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28.6 Counterparts and Electronic Signatures

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Counterparts:

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Electronic Signatures:

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Electronic Delivery:

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28.7 Publicity and Announcements

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No Public Announcements Without Consent:

‍Neither party may issue press releases or public announcements about relationship without other party's prior written consent.

Exceptions:

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28.8 Further Assurances

Each party agrees to:

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28.9 Cumulative Remedies

Remedies Cumulative:

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Election of Remedies:

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28.10 Relationship to Other Agreements

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If Client Has Multiple Service Agreements:

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Unless Integrated:

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28.11 Third-Party Rights

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No Third-Party Beneficiaries:

‍Except as specified in Section 23.5, no third parties have rights under this Agreement.

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Privity of Contract:

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28.12 Survival

Provisions that by their nature should survive termination will survive, including (without limitation):

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28.13 Authority of Signatories

Each person signing this Agreement (or accepting electronically) represents:

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28.14 Schedules and Exhibits

If Attachments:

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29. Contact Information

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29.1 General Inquiries

Vector CXO

Email: info@vectorcxo.com
Website: vectorcxo.com
Address: Mumbai, Maharashtra, India

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29.2 Specific Departments

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Legal/Contracts:Email: info@vectorcxo.com (Subject: Legal/Contracts)

Data Protection/Privacy:Email: info@vectorcxo.com (Subject: Privacy/Data Protection)

Billing/Accounts:Email: info@vectorcxo.com (Subject: Billing)

Technical Support:Email: info@vectorcxo.com (Subject: Technical Support)

Security Issues:Email: info@vectorcxo.com (Subject: URGENT - Security)

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29.3 Business Hours

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Standard Business Hours:Monday - Friday, 9:00 AM - 6:00 PM IST
Excluding Indian public holidays

Emergency Contact:For critical security or service issues: info@vectorcxo.com (Subject: CRITICAL)

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29.4 Response Times

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30. Acknowledgment and Acceptance

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30.1 Acknowledgment

By accessing our website, requesting services, or executing a Service Agreement, you acknowledge that you have:

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30.2 Electronic Acceptance

Your electronic acceptance constitutes:

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30.3 Corporate Authorization

If accepting on behalf of organization, you represent:

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30.4 Effective Date

These Terms are effective as of the date you accept them or the date specified in your Service Agreement, whichever is earlier.

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END OF TERMS OF SERVICE

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