Terms of Service

These Terms of Service ("Terms") govern your access to and use of the OptiVulnix website and consulting services. By accessing our website or engaging our services, you agree to be bound by these Terms. If you do not agree with any part of these Terms, please do not use our website or services.

1. Services Description and Scope

OptiVulnix provides cloud infrastructure consulting and optimization services, including but not limited to:

• Cloud Financial Operations (FinOps) consulting and cost optimization
• Cloud security assessments and implementation
• AI and machine learning enablement services
• DevSecOps automation and tooling
• Multi-cloud architecture design and migration

Specific services are detailed in individual Statements of Work (SOW) or service agreements entered into between OptiVulnix and the client.

2. Engagement Terms

2.1 Statement of Work: All consulting engagements require a mutually agreed Statement of Work (SOW) that specifies the scope, deliverables, timeline, fees, and payment terms. The SOW is incorporated into these Terms by reference.

2.2 Client Responsibilities: You agree to provide timely access to systems, data, personnel, and information reasonably required for us to perform the services. Delays caused by lack of client cooperation may result in timeline adjustments and additional fees.

2.3 Payment Terms: Unless otherwise specified in the SOW, invoices are payable within 30 days of invoice date. Late payments may incur interest charges at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

2.4 Termination: Either party may terminate an engagement with 30 days written notice. Client remains liable for fees for work completed and committed costs incurred prior to termination date.

3. Intellectual Property Rights

3.1 Client Ownership: Upon full payment of fees, client owns all custom deliverables created specifically for the engagement, including but not limited to architecture designs, configurations, documentation, and code developed exclusively for client.

3.2 OptiVulnix Retained IP: OptiVulnix retains all rights to our pre-existing methodologies, frameworks, tools, templates, and general know-how. Client receives a non-exclusive license to use such materials solely in connection with the deliverables.

3.3 Third-Party Software: Any third-party software, tools, or platforms recommended or implemented are subject to their respective license agreements. OptiVulnix makes no warranties regarding third-party software.

3.4 Portfolio Rights: OptiVulnix may reference client's name and describe the general nature of services provided (without disclosing confidential information) for marketing purposes, unless client expressly objects in writing.

4. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the engagement. Confidential information includes but is not limited to technical data, business plans, customer information, pricing, and unpublished materials.

Confidential information does not include information that: (a) is publicly available through no breach of this agreement; (b) was rightfully known prior to disclosure; (c) is independently developed; or (d) is required to be disclosed by law.

This confidentiality obligation survives for 3 years after termination of the engagement.

5. Limitation of Liability

5.1 Liability Cap: OptiVulnix's total liability for any claims arising from or related to our services, whether in contract, tort, or otherwise, shall not exceed the total fees paid by client to OptiVulnix in the 12 months preceding the event giving rise to liability.

5.2 Exclusion of Consequential Damages: In no event shall OptiVulnix be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, or business opportunities, even if advised of the possibility of such damages.

5.3 Client Responsibility: Client is solely responsible for decisions made based on our recommendations. OptiVulnix provides advisory services and does not make decisions on client's behalf.

6. Mutual Indemnification

6.1 By OptiVulnix: OptiVulnix will indemnify and hold client harmless from third-party claims that our deliverables infringe third-party intellectual property rights, provided client promptly notifies us of the claim and cooperates in the defense.

6.2 By Client: Client will indemnify and hold OptiVulnix harmless from claims arising from: (a) client's use of deliverables in a manner not authorized by the SOW; (b) modifications to deliverables made by client or third parties; (c) client's breach of these Terms.

7. Data Processing and Privacy

When we process personal data on your behalf during service delivery, we act as a Data Processor under the Digital Personal Data Protection Act (DPDPA) 2023. You remain the Data Fiduciary responsible for the lawfulness of processing.

We will:

• Process personal data only in accordance with your documented instructions
• Implement appropriate technical and organizational security measures
• Delete or return personal data upon completion of services, unless required by law to retain
• Assist you in responding to data principal rights requests

For information about how we handle data collected through our website, see our Privacy Policy.

8. Force Majeure

Neither party shall be liable for failure to perform obligations due to causes beyond reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, labor disputes, epidemics, government actions, internet or telecommunications failures, or cloud provider outages. The affected party will promptly notify the other party and make reasonable efforts to resume performance.

9. Governing Law and Jurisdiction

These Terms are governed by the laws of India, without regard to conflict of law principles. Any disputes arising from these Terms or our services shall be subject to the exclusive jurisdiction of the courts of Delhi, India.

You consent to personal jurisdiction in Delhi and waive any objection to venue or inconvenient forum.

10. Dispute Resolution

10.1 Negotiation: In the event of a dispute, the parties agree to first attempt resolution through good faith negotiation between senior executives.

10.2 Arbitration: If negotiation fails within 30 days, disputes shall be resolved through binding arbitration in accordance with the Indian Arbitration and Conciliation Act, 1996. Arbitration shall be conducted in English in Delhi, India by a single arbitrator mutually agreed upon by the parties.

10.3 Equitable Relief: Either party may seek injunctive or equitable relief in court to protect intellectual property rights or confidential information without first pursuing arbitration.

11. Website Terms of Use

11.1 Acceptable Use: You may access and use our website for lawful business purposes only. You agree not to:

• Use automated tools to scrape, download, or harvest content from our website
• Attempt to gain unauthorized access to our systems or networks
• Transmit malware, viruses, or harmful code
• Violate any applicable laws or regulations
• Interfere with other users' access to the website

11.2 Website Availability: We strive to maintain website availability but do not guarantee uninterrupted access. We may suspend or terminate access for maintenance, security, or legal reasons without prior notice.

11.3 Links to Third-Party Sites: Our website may contain links to third-party websites. We are not responsible for the content, privacy practices, or terms of third-party sites.

12. Warranties and Disclaimers

12.1 Professional Services: We will perform services with reasonable skill and care consistent with industry standards. However, we do not guarantee specific results or outcomes.

12.2 Advisory Nature: Our services are advisory in nature. We provide recommendations and best practices, but you are responsible for making final decisions and implementing changes in your environment.

12.3 Not Legal or Financial Advice: Nothing in our services constitutes legal, financial, tax, or investment advice. You should consult appropriate licensed professionals for such matters.

12.4 Website Content: Website content is provided "as is" without warranties of any kind, express or implied. We make no warranties regarding accuracy, completeness, reliability, or suitability of website content for any purpose.

12.5 Regulatory Compliance: While we may advise on compliance matters, you remain solely responsible for ensuring your systems and practices comply with applicable laws and regulations.

13. General Provisions

13.1 Entire Agreement: These Terms, together with any applicable SOW, constitute the entire agreement between the parties and supersede all prior understandings.

13.2 Amendments: We may update these Terms from time to time by posting a revised version on our website. Continued use of our website or services after changes constitutes acceptance of the updated Terms.

13.3 Severability: If any provision of these Terms is found invalid or unenforceable, the remaining provisions remain in full force and effect.

13.4 Waiver: Failure to enforce any provision does not constitute a waiver of that provision or any other provision.

13.5 Assignment: You may not assign these Terms without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets.