Terms of Service
1. Acceptance of these terms
These Terms of Service govern your use of the website at vuenexa.com and any services, software or products supplied by VueNexa Enterprise, a business established in Surat, Gujarat, India ("VueNexa", "we", "us"). By using this website, submitting an enquiry, or signing an engagement document with us, you agree to these terms. If you do not agree, do not use the website or our services.
These terms form an electronic record under the Information Technology Act, 2000 and do not require a physical signature.
2. Definitions
3. Our services
VueNexa provides custom software development, integration, cloud operations, IoT engineering and related professional services, and supplies its own products for the textile industry. Nothing on this website is an offer capable of acceptance; the scope, timeline and price of any work is fixed only by an Engagement Document.
4. Engagement documents and changes
Each engagement is governed by these terms together with its Engagement Document. Where the two conflict, the Engagement Document prevails for that engagement. Any change to scope, timeline or price takes effect only when recorded in writing and accepted by both parties, including by email.
5. Fees, GST and payment
Fees are stated in the Engagement Document and are exclusive of Goods and Services Tax and other statutory levies, which are charged in addition at the applicable rate. Invoices are payable within the period stated on the invoice, and in the absence of a stated period within fifteen days of the invoice date.
Where the Client is required to deduct tax at source under the Income-tax Act, 1961, it shall furnish the certificate of deduction within the statutory timeline. We may charge interest at 1.5% per month on amounts overdue by more than thirty days and may suspend work or product access while an undisputed invoice remains unpaid.
6. Client obligations
The Client shall provide timely access to people, premises, machines, systems, credentials and information reasonably required for the work, and shall nominate a person authorised to approve scope and sign off deliverables. Delay caused by the Client may shift timelines and, where it causes idle team time, may be charged at the agreed rates.
Where our devices are installed on the Client's premises, the Client is responsible for a safe operating environment, electrical supply and network connectivity, and shall not open, modify or relocate the devices without our consent.
7. Intellectual property
On receipt of all amounts due for an engagement, the Client owns the copyright in the Deliverables created specifically for it, unless the Engagement Document states otherwise. VueNexa retains ownership of its Products, pre-existing code, tools, libraries, frameworks and know-how, and of any general improvements to them, and grants the Client a non-exclusive, non-transferable licence to use those components to the extent embedded in the Deliverables.
Products are licensed, not sold. The Client shall not reverse engineer, decompile, sublicense or resell a Product except as permitted by the Copyright Act, 1957.
8. Confidentiality
Each party shall keep the other's confidential information secret, use it only for the engagement, and disclose it only to personnel and contractors bound by equivalent obligations. This does not apply to information that is public through no breach, independently developed, or required to be disclosed by law or a competent authority. These obligations survive for three years after the engagement ends, and indefinitely for source code and trade secrets.
9. Personal data
Where we process personal data on the Client's instructions, the Client is the Data Fiduciary and we act as a Data Processor under the Digital Personal Data Protection Act, 2023. We process such data only for the engagement, apply reasonable security safeguards, and assist the Client with data principal requests and breach reporting. Our handling of personal data collected through this website is described in our Privacy Policy.
10. Warranties
We warrant that services will be performed with reasonable skill and care by suitably qualified personnel, and that Deliverables will materially conform to the agreed specification for thirty days after acceptance. Our sole obligation for a breach of this warranty is to correct the non-conformity at no additional charge. To the extent permitted by law, all other warranties, whether express or implied, are excluded. We do not warrant that software will be uninterrupted or error free.
11. Limitation of liability
Neither party is liable for indirect, incidental or consequential loss, or for loss of profit, revenue, production, goodwill or data, however arising. Our total aggregate liability arising out of an engagement is limited to the fees paid by the Client under that engagement in the twelve months preceding the event giving rise to the claim.
Nothing in these terms limits liability that cannot be limited under Indian law, including liability for fraud, wilful misconduct or death or personal injury caused by negligence. Rights available to a consumer under the Consumer Protection Act, 2019 are not affected.
12. Indemnity
The Client shall indemnify VueNexa against claims arising from material or instructions it supplies, from its use of the Deliverables in breach of these terms, or from its own breach of law. We shall indemnify the Client against third-party claims that a Deliverable created by us infringes an Indian intellectual property right, provided the Client notifies us promptly and allows us to conduct the defence.
13. Term and termination
Either party may terminate an engagement for convenience on thirty days' written notice, or immediately on a material breach that is not cured within fifteen days of notice. On termination the Client shall pay for work performed and costs committed up to the termination date, and each party shall return or destroy the other's confidential information on request.
14. Force majeure
Neither party is in breach for a delay caused by an event beyond its reasonable control, including natural disaster, epidemic, war, civil disturbance, strike, power failure, failure of public telecommunications or an act of government. The affected party shall notify the other promptly and resume performance as soon as practicable.
15. Governing law and dispute resolution
These terms are governed by the laws of India. The parties shall first attempt to resolve any dispute by discussion between senior representatives. Failing that, the dispute shall be referred to arbitration by a sole arbitrator under the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration shall be Surat, Gujarat and the language shall be English. Subject to arbitration, the courts at Surat, Gujarat have exclusive jurisdiction.
16. Grievance Officer
In accordance with the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, complaints about content or the use of this website may be sent to our Grievance Officer at tech@vuenexa.com. We acknowledge complaints within twenty-four hours and aim to resolve them within fifteen days.
17. Changes to these terms
We may update these terms from time to time. The version published on this page applies to your use of the website. Changes do not alter the terms of a signed Engagement Document unless both parties agree in writing.
Questions about these terms: tech@vuenexa.com, VueNexa Enterprise, Surat, Gujarat, India.