Terms & Conditions

Definitions

• "Services" means all technology consulting, software engineering, UI/UX design, digital marketing, AI integration, cloud infrastructure, cybersecurity, and any other professional or managed services delivered by GMAV, whether under a fixed-scope engagement, retainer, or subscription model.
• "Statement of Work" or "SOW" means any project brief, proposal, scope document, or order form agreed between GMAV and the Client that sets out deliverables, timelines, and fees for a specific engagement.
• "Client Content" means any data, materials, assets, software, or intellectual property provided by the Client to GMAV for the purpose of delivering the Services.
• "Deliverables" means the work product, designs, code, reports, or other outputs produced by GMAV under an applicable SOW.
• "Third-Party Services" means products, platforms, or services supplied by external providers that GMAV may integrate with or recommend as part of a Service engagement (e.g., cloud platforms, SaaS tools, payment processors).

Eligibility and Authority

You must be at least 18 years of age and possess full legal capacity to enter into binding contracts. If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to this Agreement. GMAV reserves the right to refuse service to any person or entity at its sole discretion.

Scope of Services

GMAV provides technology and business services across the following practice areas:

• Software engineering, full-stack development, and technical architecture
• UI/UX design, product design, and design systems
• Artificial intelligence, machine learning, and automation integration
• Cloud infrastructure, DevOps, and platform engineering
• Cybersecurity, AI security (AISec), and compliance advisory
• Digital marketing, SEO, growth strategy, and performance campaigns
• Enterprise platform implementation (SAP, Salesforce, and others)

The specific scope, deliverables, timeline, and fees for each engagement are defined in the applicable SOW or proposal. Where a conflict exists between this Agreement and an SOW, the SOW shall prevail to the extent of the inconsistency. Certain Services may be subject to additional terms, third-party licensing requirements, or regulatory obligations.

Fees, Invoicing, and Payment

• All fees are specified in the applicable SOW, proposal, or invoice issued by GMAV. GMAV reserves the right to revise its rates upon reasonable written notice.
• Unless otherwise agreed in writing, invoices are payable within fourteen (14) days of the invoice date. Retainer and subscription fees are due in advance at the start of each billing period.
• GMAV accepts payment via bank wire transfer, Stripe, PayPal, or such other methods as agreed in writing. Payment must be made in the currency specified on the invoice.
• Late payments accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower) from the due date until the date of actual payment.
• All fees are exclusive of applicable taxes, duties, withholding taxes, or levies. The Client is solely responsible for any such amounts, except for taxes assessed on GMAV's net income.
• GMAV may suspend Services without liability in the event of overdue payments that remain outstanding for more than thirty (30) days after the due date.

Acceptable Use

You agree not to use or permit the use of GMAV's Services in connection with any activity that:

• Violates any applicable law, regulation, or court order
• Infringes, misappropriates, or otherwise violates the intellectual property rights of GMAV or any third party
• Involves the distribution, transmission, or storage of malicious code, spam, or harmful software
• Facilitates fraud, money laundering, or any other financially deceptive practice
• Involves unauthorised access to computer systems, networks, or data
• Defames, harasses, or causes harm to any individual or entity
• Interferes with the security, integrity, or availability of GMAV's systems or services

GMAV reserves the right to immediately suspend or terminate Services, without liability, upon discovery of any actual or suspected breach of this section.

Intellectual Property

• GMAV Intellectual Property: All pre-existing intellectual property, proprietary tools, frameworks, methodologies, and know-how belonging to GMAV remain the exclusive property of GMAV, regardless of whether they are incorporated into Deliverables. No rights to GMAV's intellectual property are transferred by this Agreement other than those explicitly stated.
• Deliverables: Subject to full payment of all fees, GMAV assigns to the Client ownership of the bespoke Deliverables created for the Client under an applicable SOW, to the extent permitted by law and excluding any GMAV pre-existing intellectual property incorporated therein, for which GMAV grants the Client a perpetual, non-exclusive licence.
• Licence to Use: GMAV grants the Client a limited, non-exclusive, non-transferable, non-sublicensable licence to use any GMAV tools or platforms made available as part of the Services solely for the Client's internal business purposes during the term of the engagement.
• Restrictions: The Client must not copy, decompile, reverse-engineer, disassemble, or create derivative works of any GMAV software, platform, or proprietary material without GMAV's prior written consent.

Client Content

• The Client retains all ownership rights in Client Content provided to GMAV.
• By providing Client Content, the Client grants GMAV a non-exclusive, worldwide, royalty-free licence to use, reproduce, process, and store such content solely to the extent necessary to deliver the Services.
• The Client represents and warrants that it holds all rights, licences, and permissions necessary to provide Client Content to GMAV, and that such content does not infringe the rights of any third party, violate applicable law, or require additional consents not yet obtained.
• GMAV shall not use Client Content for any purpose other than performance of the Services and shall treat it as confidential in accordance with its obligations under any applicable non-disclosure agreement or confidentiality provisions.

Third-Party Services and Integrations

GMAV may recommend, integrate, or provide access to Third-Party Services as part of a project engagement. The Client's use of any Third-Party Services is subject to the terms and conditions of the respective third-party provider. GMAV makes no representations or warranties regarding Third-Party Services, their availability, performance, or security, and accepts no liability for any loss or damage arising from the Client's use of or reliance on Third-Party Services. The Client is solely responsible for obtaining and maintaining any licences required for Third-Party Services used in connection with the Deliverables.

Warranties and Disclaimers

GMAV warrants that Services will be performed with reasonable skill and care and in accordance with the specifications set out in the applicable SOW. Except as expressly stated in this Agreement:

• All Services and Deliverables are provided on an "as is" and "as available" basis to the maximum extent permitted by applicable law.
• GMAV expressly excludes all implied warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
• GMAV does not warrant that Services will be uninterrupted, error-free, or free from vulnerabilities, or that any defects will be corrected within a specific timeframe.
• Results achieved through marketing, SEO, or growth services depend on numerous third-party factors outside GMAV's control. GMAV makes no guarantee of specific outcomes, rankings, leads, or revenue.

Limitation of Liability

• To the maximum extent permitted by applicable law, GMAV's total aggregate liability to the Client for any and all claims arising under or in connection with this Agreement shall not exceed the total fees paid by the Client to GMAV in the three (3) calendar months immediately preceding the event giving rise to the claim.
• In no event shall GMAV be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of business opportunity, or reputational damage, whether arising in contract, tort (including negligence), or otherwise, even if GMAV has been advised of the possibility of such damages.
• Nothing in this Agreement shall exclude or limit liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by applicable law.

Indemnification

The Client agrees to indemnify, defend, and hold harmless GMAV, its affiliates, directors, officers, employees, consultants, and agents from and against any claims, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• The Client's use of, or access to, the Services in breach of this Agreement
• Any Client Content that infringes the intellectual property, privacy, or other rights of a third party
• The Client's violation of any applicable law or regulation
• Any claim by a third party arising from the Client's products or services that incorporate the Deliverables

Term and Termination

• This Agreement remains in effect for the duration of any active engagement and until all Deliverables have been delivered and all fees have been settled, unless earlier terminated.
• Either party may terminate an engagement by providing written notice as stipulated in the applicable SOW. In the absence of a notice period in the SOW, thirty (30) days' written notice is required.
• GMAV may terminate this Agreement or suspend Services immediately upon written notice if the Client breaches any material term of this Agreement and, where the breach is capable of remedy, fails to remedy it within fourteen (14) days of receiving written notice to do so; if the Client fails to make any payment when due; or if the Client becomes insolvent or enters into any form of administration or liquidation.
• Termination does not relieve the Client of any obligation to pay fees accrued prior to termination. Upon termination, GMAV will deliver any completed Deliverables for which payment has been received, and will retain the right to withhold incomplete Deliverables pending settlement of outstanding amounts.
• Provisions that by their nature should survive termination, including Sections 06, 09, 10, 11, and 13, shall continue to apply after termination of this Agreement.

Governing Law and Dispute Resolution

This Agreement is governed by and construed in accordance with the laws of India, without regard to its conflict of law provisions. The parties shall first attempt to resolve any dispute arising out of or in connection with this Agreement through good-faith negotiation. If the dispute cannot be resolved within thirty (30) days of a written notice of dispute, it shall be subject to the exclusive jurisdiction of the competent courts in Chandigarh, India, and each party irrevocably submits to that jurisdiction.

Amendments and Entire Agreement

GMAV reserves the right to amend these Terms at any time. Material changes will be communicated by posting the updated Terms on our website with a revised "Last Updated" date. Continued use of the Services after the effective date of any amendment constitutes acceptance of the revised Terms. These Terms, together with any applicable SOW and any non-disclosure or data processing agreements in place between the parties, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior representations, understandings, and agreements, whether written or oral.

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