1. Our Services
IntefAI provides IT and digital services, including web development, mobile app development, software development, data analysis and AI solutions, digital marketing, UI/UX design, SEO optimization, security systems, cloud and DevOps services and fintech solutions (the “Services”). The specific scope, deliverables, timeline and fees for each engagement are set out in a written proposal, statement of work or order form (“SOW”) agreed by both parties. If there is a conflict, the SOW prevails over these Terms for that engagement.
2. Engagement Process
- Proposal and acceptance. A proposal becomes binding when you accept it in writing (including by email) or pay the first invoice.
- Changes. Changes to scope, timeline or budget require written agreement. Additional work is charged at the rates in the SOW or, if none, our then-current rates.
- Client cooperation. You agree to provide timely access, information, content, feedback and approvals. Delays caused by missing inputs may extend timelines and costs.
- Acceptance of deliverables. You will review deliverables within [7] business days of delivery and report defects in writing. Deliverables not rejected in that period are treated as accepted.
3. Fees and Payment
- Fees, currency and payment schedule are stated in the SOW. Unless agreed otherwise, invoices are due within [15] days.
- Fees exclude taxes. You are responsible for applicable taxes, including GST or VAT where they apply, unless the law requires otherwise. Cross-border payments are net of bank charges, which you bear.
- Advertising spend is separate from our fees and is paid by you directly to the advertising platform or, where agreed, reimbursed to us at cost.
- Late payments may incur interest at [1.5]% per month, and we may suspend work until overdue amounts are paid.
- Fees paid are non-refundable except as stated in the SOW or required by law.
4. Intellectual Property
- Your materials. You keep ownership of the content, data, trademarks and materials you provide to us (“Client Materials”) and grant us a licence to use them only to provide the Services.
- Deliverables. Subject to full payment, we assign to you ownership of the custom deliverables created specifically for you under the SOW.
- Our tools and pre-existing materials. We keep ownership of our pre-existing and general-purpose tools, code libraries, templates, know-how and methods. Where these are included in a deliverable, we grant you a non-exclusive, perpetual licence to use them as part of that deliverable.
- Third-party and open-source components. These remain subject to their own licences.
- Portfolio. Unless you object in writing, we may describe the project in general terms in our portfolio. We will not use your logo or name without your permission.
5. Confidentiality
Each party will keep the other’s non-public business and technical information confidential, use it only for the engagement, and protect it with reasonable care. This does not apply to information that is public, already known, independently developed or lawfully received from a third party, or that must be disclosed by law. This obligation continues for [3] years after the engagement ends. We will sign a separate NDA on request.
6. Data Protection
Where we process personal data on your behalf, we will do so only on your documented instructions, apply appropriate security measures, and enter into a data processing agreement with you where required by law (for example under the GDPR). You are responsible for having a lawful basis and any required consents or notices for the data and tracking you ask us to implement. Our own handling of personal data is described in our Privacy Policy.
7. Third-Party Platforms and Advertising
Campaigns on platforms such as Meta, Google, LinkedIn and others are subject to those platforms’ terms, policies and review processes. We do not control their decisions, algorithms, pricing or account actions, and we do not guarantee ad approval, reach, rankings, leads, sales or any specific result. SEO and AI-search outcomes depend on factors outside our control, including search-engine and AI-system changes. You are responsible for the accuracy and legality of your products, claims and offers.
8. Warranties and Disclaimers
We will perform the Services with reasonable skill and care, consistent with generally accepted industry standards. We will correct material defects in deliverables that you report within [30] days after acceptance, at no additional charge. Except as expressly stated, the Services and the Website are provided “as is” and we disclaim all other warranties, including fitness for a particular purpose and uninterrupted or error-free operation. Security work reduces risk but cannot guarantee that a system will never be breached. AI-generated outputs may contain errors and should be reviewed by a person before use.
9. Limitation of Liability
To the maximum extent permitted by law, neither party is liable for indirect, incidental, special or consequential damages, or for lost profits, revenue, data or goodwill. Our total liability arising out of an engagement is limited to the fees you paid to us for the Services giving rise to the claim in the [12] months before the claim arose. Nothing in these Terms limits liability that cannot lawfully be limited, such as liability for fraud or wilful misconduct.
10. Indemnity
You will indemnify us against third-party claims arising from Client Materials, from your instructions, or from your breach of these Terms or of law. We will indemnify you against third-party claims that a deliverable we created specifically for you, used as permitted, infringes that third party’s intellectual property rights, except where the claim arises from Client Materials or your modifications.
11. Term and Termination
Either party may terminate an engagement with [30] days’ written notice, or immediately if the other party materially breaches these Terms and does not fix the breach within [14] days of notice. On termination you pay for work performed and costs incurred up to the termination date. Sections on intellectual property, confidentiality, payment, liability and governing law survive termination.
12. Use of the Website
You agree not to misuse the Website, including by attempting to gain unauthorised access, introducing malware, scraping it in a way that burdens it, or using it unlawfully. The Website content, design and trademarks belong to IntefAI or its licensors. Information on the Website is general and does not constitute professional advice.
13. Governing Law and Disputes
These Terms are governed by the laws of India. The parties will first try to resolve any dispute in good faith. If that fails, the dispute will be [referred to arbitration under the Arbitration and Conciliation Act, 1996, seated in Indore, in English] / [subject to the exclusive jurisdiction of the courts at Indore, Madhya Pradesh]. [Choose one with your lawyer. For some EU clients, a neutral arbitration seat may be requested.]
14. General
- Entire agreement. These Terms and the SOW are the whole agreement and replace earlier discussions.
- Changes. We may update these Terms for the Website and for new engagements. Changes do not affect agreed SOWs unless both parties agree in writing.
- Assignment. You may not assign your rights without our written consent.
- Force majeure. Neither party is liable for delay caused by events beyond its reasonable control.
- Independent contractors. The parties are independent. Nothing creates a partnership, agency or employment.
- Severability and waiver. If a provision is unenforceable, the rest remains in effect. A failure to enforce a right is not a waiver.
- Notices. Notices must be in writing and sent to the email address in the SOW or, for us, to solution@intefai.com.
15. Contact
INTEFAI IT SOLUTIONS PRIVATE LIMITED (IntefAI)
House No. 6, Shri Kanha Vihar Colony, Jakhya, Indore G.P.O., Indore, Madhya Pradesh 452001, India
Email: solution@intefai.com | Phone: +91-93406-88440