Terms and Conditions

1. Introduction

This agreement is made between Neurolytix AI Solutions ("Company", "we", "us", or "our"), an IT services consulting and development company, and the party engaging our services ("Client", "you", or "your"). The "Services" refer to any software development, artificial intelligence implementation, consulting, or related technical deliverables described in the specific Statement of Work (SOW) or proposal mutually agreed upon.

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2. Scope of Work

2.1 Deliverables: The Company agrees to provide the Services exclusively as detailed in the accepted Statement of Work (SOW), formal proposal, or written project requirements document. Any informal communications do not constitute a commitment unless officially incorporated into the SOW.

2.2 Change Requests: We understand that project requirements evolve. Any deviations, additions, or modifications to the agreed-upon initial scope must be requested in writing as a formal "Change Request". Additional features outside the original scope may result in timeline adjustments and will be billed at our standard hourly or mutually agreed fixed-quote rates. The Company will not commence work on Change Requests without the Client's written approval of the revised terms, costs, and timeline.

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3. Intellectual Property

3.1 Client Ownership: Upon the successful delivery of the project and the clearance of full and final payment of all corresponding invoices, all rights, titles, and interests in the newly developed custom software, custom application code, and project-specific unique deliverables shall seamlessly transfer to the Client.

3.2 Company Retained Rights: The Company fundamentally retains full intellectual property rights to any pre-existing code, foundational frameworks, open-source integrations, proprietary software libraries, algorithms, and general logical "know-how" utilized to construct the Client's software. The Client is granted a perpetual, non-exclusive, non-transferable, global license to use these pre-existing materials inherently embedded within the final delivered product.

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4. AI Disclaimer

4.1 Algorithmic Uncertainty: Artificial Intelligence, machine learning models, forecasting systems, and automated logic inherently involve varying degrees of statistical unpredictability. The Company implements rigorous industry best practices for data training, fine-tuning, and system architecture. However, AI-generated outputs, predictive logic, and autonomous data analysis results are provided on an "as-is" basis.

4.2 Client Verification: The Client explicitly acknowledges that AI-generated outputs must not be solely relied upon for making critical financial, legal, medical, life-safety, or compliance decisions without continuous human oversight. The Client remains strictly and exclusively responsible for the final verification, factual accuracy, bias assessment, and real-world application of any AI-driven logic or workflow delivered by the Company.

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5. Payment Terms

5.1 Schedule: Unless explicitly stated otherwise in a custom proposal, standard IT service projects require a 50% upfront payment before planning, architecture, or development initiates. The remaining balance shall be paid according to predefined project milestones (e.g., UAT delivery, deployment) or upon delivery of the final product.

5.2 Late Payments: Invoices are to be paid within 7 calendar days of their issuance date. Overdue invoices may incur a standard late payment penalty of 1.5% per month on the outstanding balance. The Company reserves the unequivocal right to ethically suspend development, restrict access to staging servers, or disable API keys until all outstanding financial obligations are settled.

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6. Confidentiality & NDA

Both the Company and the Client mutually agree to hold all proprietary information, trade secrets, business strategies, source code, data sets, structural schematics, and project data in the strictest confidence. Neither party shall disclose such confidential information to any third party without explicit prior written consent, except as required by a valid legal subpoena or court order. This non-disclosure and confidentiality obligation survives the termination of this agreement and remains in perpetuity.

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7. Limitation of Liability

To the maximum extent permitted by applicable business law, Neurolytix AI Solutions, its directors, employees, or contractors, shall not be held liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data corruption, business interruption, or reputational damage arising from the use or inability to use the delivered software or AI solutions.

In absolutely no event shall the total cumulative liability of the Company, regardless of the form of action (whether in contract, tort, or otherwise), exceed the total amount actually paid by the Client to the Company for the specific, discrete service or project phase that proximately caused the alleged damage.

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8. Termination

8.1 By Either Party: Either party may legally terminate this agreement with a formal 15-day written notice if the other party fundamentally breaches these terms and explicitly fails to cure such breach within the provided 15-day notice period.

8.2 Work Rendered: In the event of an early termination initiated by the Client independent of a breach by the Company, the Client shall equitably compensate the Company for all work rendered, hours legitimately logged, third-party service costs incurred, and resources committed up to the precise date the termination notice is received.

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9. Governing Law

These Terms and Conditions, and any disputes directly or indirectly arising out of or related to this consulting engagement and software development agreement, shall be governed by and construed heavily in accordance with the progressive laws of India. Both the Company and the Client unequivocally agree to submit to the exclusive jurisdiction of the competent courts located in Delhi, India regarding any final dispute resolution.