Terms of Service
1. Introduction
These Terms of Service ("Terms") constitute a binding agreement between you ("you", "User", or "Client") and Vertex Nirvana Innovations Private Limited, a company incorporated under the laws of India ("Vertex Nirvana", "Company", "we", "us", or "our").
These Terms govern your access to and use of the Vertex Nirvana website at https://vertexnirvana.com and its sub-domains, and our products, SaaS Platforms, software, demonstrations, consulting, AI tools, and other services.
Where you engage Vertex Nirvana under a separate written agreement, order form, statement of work, or master services agreement (each, a "Specific Agreement"), that Specific Agreement governs the relevant engagement and prevails over these Terms in the event of conflict.
Please read these Terms carefully. If you do not agree with these Terms, you must not access or use the Website or Services.
2. Definitions
"Company" means Vertex Nirvana Innovations Private Limited, as identified above.
"User" means any individual or entity that accesses or uses the Website or Services.
"Client" means a business or organisation that engages the Company for Services under a Specific Agreement, order form, or subscription.
"Services" means the products, Platforms, software, demos, consulting, support, and other services made available by the Company.
"Platform" means any SaaS platform, application, portal, or hosted environment provided by the Company.
"Software" means any software, code, libraries, tools, applications, or components made available by the Company.
"Content" means all materials made available by the Company, including text, graphics, designs, user interfaces, documentation, software, and models.
"User Content" means any data, materials, instructions, or content that you submit, upload, input, or transmit to or through the Services.
"Confidential Information" has the meaning given in Section 14.
"Subscription" means a recurring or term-based right to access certain Services, where applicable.
"Fees" means the amounts payable for the Services as set out in an order form, proposal, or subscription plan.
3. Acceptance of Terms
By accessing, browsing, or using the Website or Services, or by clicking to accept these Terms where presented, you acknowledge that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy.
If you are accessing or using the Website or Services on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms.
4. Eligibility
The Services are intended for business and professional use. By using the Services, you represent that:
you are at least 18 years of age and have the legal capacity to enter into a binding contract;
you are not barred from using the Services under applicable law; and
where you act on behalf of an entity, you are duly authorised to do so.
The Services are not directed at, and may not be used by, minors.
5. Services Provided
Subject to these Terms and any Specific Agreement, the Company may provide the following Services:
information technology services;
AI solutions and software development;
SaaS products and Platforms;
enterprise technology solutions and digital transformation services;
quantum computing research and products;
product demonstrations and proofs of concept;
technology consulting and advisory services;
technical support and maintenance;
custom software development; and
beta, preview, or experimental products and features, where made available.
The specific scope, deliverables, service levels, and commercial terms applicable to any engagement are set out in the relevant Specific Agreement, order form, or statement of work. The Company may modify, enhance, or discontinue features of the Services from time to time.
6. Account Registration
Where the Services require an account:
you must provide accurate, current, and complete information and keep it updated;
you are responsible for maintaining the confidentiality and security of your login credentials;
you are responsible for all activity that occurs under your account;
you must notify us promptly of any unauthorised use or security breach; and
we may suspend, restrict, or terminate accounts used in violation of these Terms or that pose a security or legal risk.
7. Client Obligations
You agree to:
provide accurate, complete, and timely information necessary for the provision of the Services;
cooperate reasonably during onboarding, implementation, and delivery;
maintain the confidentiality of credentials and Confidential Information;
use the Services only for lawful purposes and in compliance with applicable laws;
ensure that your authorised users comply with these Terms; and
not misuse the Services, including by way of reverse engineering, scraping, unauthorised access, introduction of malicious code, or attacks on the security or integrity of the Services.
8. Acceptable Use Policy
You must not, and must not permit any third party to, use the Website or Services to:
engage in any unlawful, fraudulent, or deceptive activity;
engage in cyber abuse, harassment, or any activity that harms or threatens others;
introduce, distribute, or facilitate malware, viruses, or other harmful code;
gain or attempt to gain unauthorised access to systems, networks, accounts, or data;
scrape, harvest, or extract data without authorisation;
infringe or misappropriate the intellectual property, privacy, or other rights of any person;
upload, transmit, or store unlawful, harmful, defamatory, obscene, or infringing content;
misuse AI systems or features, including to generate harmful, deceptive, or illegal outputs, or to circumvent safety controls; or
use the Services in any manner that violates applicable law or the rights of others.
We reserve the right to investigate suspected violations and to suspend or terminate access in accordance with these Terms.
9. Fees, Payments, and Taxes
Fees. Fees for the Services are as set out in the applicable proposal, order form, or subscription plan. Unless stated otherwise, Fees are quoted in INR and are exclusive of taxes.
Taxes. You are responsible for all applicable taxes, levies, and duties (including GST), except for taxes on the Company's net income.
Payment terms. Unless otherwise agreed, invoices are payable within 30 days of the invoice date by the methods we specify.
Late payments. Overdue amounts may attract interest and/or recovery costs, and we may suspend Services for non-payment after reasonable notice.
Refunds. Fees are non-refundable except as expressly stated in a Specific Agreement, or as required by applicable law.
10. Subscription, Renewal, and Cancellation
Plans. Subscriptions may be offered on monthly, annual, or custom terms as set out in the applicable order form or plan.
Renewal. Subscriptions may renew automatically for successive terms unless cancelled in accordance with the applicable terms.
Cancellation. Either party may cancel or terminate a subscription in accordance with the applicable terms and Section 20.
Effect of cancellation. On cancellation or expiry, your right to access the relevant Services ceases at the end of the paid term, and outstanding Fees become due.
Data export and deletion. Following termination, we will, on request and within a reasonable period, make available or delete User Content in accordance with the applicable agreement and our retention practices.
11. Intellectual Property
Company IP. The Website, Platforms, Software, Content, trademarks, service marks, logos, product names, and all related intellectual property rights are and remain the exclusive property of the Company and/or its licensors. Except for the limited rights expressly granted in these Terms, no rights are granted to you.
Limited licence to you. Subject to your compliance with these Terms and payment of applicable Fees, the Company grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Services for your internal business purposes during the applicable term.
Client pre-existing materials. You retain ownership of your pre-existing data, materials, and content. Nothing in these Terms transfers ownership of your pre-existing intellectual property to the Company.
Custom development. Ownership of intellectual property in any custom development or bespoke work product is governed by the relevant Specific Agreement. In the absence of an express written assignment, the Company retains ownership of its pre-existing and independently developed materials, tools, and know-how.
Feedback. If you provide suggestions or feedback, you grant the Company a perpetual, royalty-free right to use such feedback to improve its products and Services, without obligation to you.
12. User Content and Client Data
Your responsibility. You are responsible for User Content and for ensuring that you have all necessary rights, consents, and permissions to provide it and to permit its processing through the Services.
Licence to the Company. You grant the Company a limited, non-exclusive licence to host, store, process, transmit, and display User Content solely as necessary to provide, maintain, secure, and support the Services.
Lawfulness. You represent that User Content does not infringe any third-party rights and does not violate applicable law.
Removal. The Company may remove or disable access to User Content that it reasonably believes is unlawful, infringing, harmful, or in violation of these Terms.
Data protection. The processing of Personal Data within User Content is governed by our Privacy Policy and, where applicable, a Specific Agreement or data processing agreement.
13. AI and Automated Outputs
Nature of AI outputs. Certain Services may generate outputs using AI or automated systems. Such outputs may be inaccurate, incomplete, outdated, or otherwise unsuitable. AI outputs are probabilistic and should not be relied upon as definitive.
Human review required. You are responsible for independently reviewing, verifying, and validating any AI or automated outputs before relying on or acting upon them, particularly for material, sensitive, or high-stakes decisions.
No professional advice. Unless expressly provided under a separate written agreement, the Services and any outputs do not constitute legal, financial, tax, medical, or other professional advice, and must not be relied upon as such.
Acceptable use. Your use of AI features is subject to the Acceptable Use Policy in Section 8.
14. Confidentiality
Confidential Information means non-public information disclosed by one party to the other that is designated as confidential or that should reasonably be understood to be confidential, including business, technical, financial, product, client, security, and proprietary information.
Obligations. The receiving party will use Confidential Information only for the purposes of these Terms or the relevant engagement, will protect it using at least reasonable care, and will not disclose it to third parties except to those who need to know and who are bound by confidentiality obligations.
Exceptions. Confidential Information does not include information that: (a) is or becomes publicly available without breach; (b) was lawfully known before disclosure; (c) is independently developed without use of the Confidential Information; or (d) is lawfully received from a third party without restriction.
Required disclosure. Either party may disclose Confidential Information where required by law or by a competent authority, provided that, where lawful and practicable, prompt notice is given to the other party.
15. Third-Party Services
The Services may rely on or integrate with third-party services, including cloud providers, APIs, payment processors, analytics tools, AI tools, and communication platforms. Such services are governed by their own terms and policies. The Company is not responsible for the acts, omissions, terms, availability, outages, or performance of third-party services, except as expressly agreed in a Specific Agreement.
16. Service Availability
The Company does not warrant that the Services will be uninterrupted, error-free, or continuously available. The Services may be subject to maintenance, updates, modifications, downtime, and security incidents. Beta, preview, or experimental features are provided on an "as is" basis, may be changed or discontinued at any time, and may not be subject to the same support or availability commitments.
17. Disclaimers
To the maximum extent permitted by applicable law, the Website, Platforms, Software, and Services are provided "as is" and "as available", without warranties of any kind, whether express, implied, statutory, or otherwise. The Company does not warrant or guarantee any particular business result, revenue, savings, compliance outcome, technical perfection, or uninterrupted operation. You are solely responsible for any business, technical, financial, or other decisions made on the basis of the Services or their outputs.
Nothing in these Terms excludes any warranty or liability that cannot be excluded under applicable law.
18. Limitation of Liability
To the maximum extent permitted by applicable law:
the Company will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business, goodwill, data, or anticipated savings, however arising; and
the Company's total aggregate liability will not exceed the total Fees actually paid by you for the relevant Services in the twelve (12) months immediately preceding the event giving rise to the claim.
Nothing in these Terms limits or excludes liability that cannot be limited or excluded under applicable law, including liability for fraud or for death or personal injury caused by negligence.
19. Indemnity
To the extent permitted by applicable law, you agree to indemnify, defend, and hold harmless the Company and its directors, officers, employees, and agents from and against any claims, damages, liabilities, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with:
your misuse of the Website or Services;
any unlawful, infringing, or harmful content or data provided by you;
your infringement or misappropriation of intellectual property or other rights;
your breach of these Terms;
your violation of applicable law; or
third-party claims arising from your acts or omissions.
20. Termination
By you. You may terminate your use of the Services and any subscription in accordance with these Terms and any applicable Specific Agreement.
By the Company. We may suspend or terminate your access to the Website or Services, with or without notice, where you breach these Terms, fail to pay Fees, misuse the Services, or where continued provision would create a legal, security, or regulatory risk.
Effect of termination. On termination, your right to access the Services ceases, and you must stop using the Services and return or destroy Confidential Information where applicable. Outstanding Fees become immediately due.
Survival. Provisions relating to intellectual property, confidentiality, disclaimers, limitation of liability, indemnity, governing law, and dispute resolution will survive termination.
21. Governing Law and Dispute Resolution
These Terms are governed by and construed in accordance with the laws of India, without regard to conflict-of-laws principles.
Any dispute, controversy, or claim arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts at Chhatrapati Sambhajinagar (Aurangabad), Maharashtra, India, and the parties submit to the exclusive jurisdiction of such courts.
22. Force Majeure
The Company will not be liable for any failure or delay in performance caused by events beyond its reasonable control, including natural disasters, fire, flood, epidemic or pandemic, war, terrorism, governmental actions, internet or telecommunications failures, power outages, cloud or hosting provider outages, cyber-attacks, or other security incidents. Affected obligations will be suspended for the duration of the force majeure event, and the Company will use reasonable efforts to resume performance.
23. Changes to these Terms
We may modify these Terms from time to time. The "Last Updated" date indicates the most recent revision. Where changes are material, we will take reasonable steps to provide notice. Your continued access to or use of the Website or Services after the effective date of revised Terms constitutes acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Services.
24. Contact Information
For questions regarding these Terms, please contact:
Vertex Nirvana Innovations Private Limited
Email: Operations@VertexNirvana.com
Website: https://vertexnirvana.com
25. General Provisions
Entire agreement. These Terms, together with the Privacy Policy and any Specific Agreement, constitute the entire agreement between you and the Company regarding the Services and supersede prior understandings.
Severability. If any provision is held invalid or unenforceable, the remaining provisions will continue in full force.
Waiver. No waiver of any term is effective unless in writing, and no failure or delay in exercising a right operates as a waiver.
Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
Relationship. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.
26. Effective Date
These Terms are effective as of 01 May 2026.
Questions about this document? Operations@VertexNirvana.com