01 Acceptance of Terms

These Terms of Service constitute a legally binding agreement between you ("Client") and Techelogy eSolutions Pvt. Ltd., incorporated in India with North America operations in Charlotte, North Carolina, USA.

By engaging Techelogy's services — through a signed Statement of Work, Master Services Agreement, purchase order, verbal instruction, or continued use of our website — you acknowledge that you have read, understood, and agree to be bound by these Terms and any applicable addenda.

Techelogy reserves the right to update these Terms at any time. Continued use of our services following notification of changes constitutes your acceptance of the revised Terms.

02 Services

Techelogy provides IT consulting, staffing and recruitment, software development, ERP implementation (Oracle Cloud, SAP), cybersecurity (IAM/IGA/PAM), robotic process automation, blockchain development, SharePoint and Power Platform solutions, and related professional services ("Services").

Scope of Work

The specific scope, deliverables, timelines, resource allocations, and pricing for each engagement are defined in a mutually executed Statement of Work ("SOW") or Master Services Agreement ("MSA"). In the event of a conflict between these Terms and an executed SOW or MSA, the SOW or MSA shall take precedence.

Service Modifications

Any changes to the agreed scope of work must be documented via a written Change Order signed by authorised representatives of both parties. Techelogy is not obligated to perform work outside the agreed scope without a signed Change Order.

03 Client Obligations

To enable Techelogy to deliver the Services effectively, you agree to:

• Provide timely access to systems, environments, documentation, and personnel reasonably required.
• Designate an authorised point of contact with decision-making authority.
• Review and approve deliverables within the timeframes specified in the SOW. Failure to respond within the agreed review period may be deemed acceptance.
• Promptly notify Techelogy of any changes to requirements, technical environment, or business circumstances that may affect delivery.
• Ensure data, materials, or information provided does not infringe the intellectual property, privacy, or other rights of any third party.
• Use the Services only for lawful purposes and in compliance with all applicable laws and regulations.

Delays caused by Client's non-compliance may result in revised timelines, additional costs, or suspension of Services. Techelogy shall not be liable for delays attributable to Client's failure to fulfil its obligations.

04 Intellectual Property

Client Materials

All data, content, and materials provided by Client to Techelogy remain the sole property of Client. Client grants Techelogy a limited, non-exclusive, royalty-free licence to use such materials solely for delivering the Services.

Deliverables

Upon full payment of all fees, Techelogy assigns to Client all intellectual property rights in custom deliverables created specifically for Client under an SOW, to the extent such deliverables are uniquely created for Client and not based on Techelogy's pre-existing materials.

Techelogy IP

Techelogy retains all rights in its pre-existing IP, methodologies, frameworks, tools, templates, and know-how. Where Techelogy IP is incorporated into a deliverable, Techelogy grants Client a non-exclusive, perpetual, royalty-free licence to use such IP solely as embedded in the deliverable for Client's internal business purposes.

05 Confidentiality

Each party agrees to keep confidential all non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information").

The Receiving Party agrees to: (a) use Confidential Information solely for the engagement; (b) not disclose it to third parties without prior written consent, except to employees or contractors bound by equivalent confidentiality obligations; (c) protect it with the same care as its own confidential information, but no less than reasonable care.

Confidentiality obligations survive termination for three (3) years, unless a separate NDA specifies otherwise.

06 Payment Terms

Unless otherwise stated in an SOW:

• Invoices are due within 30 days of the invoice date.
• Late payments accrue interest at 1.5% per month (or the maximum permitted by law) from the due date.
• Techelogy reserves the right to suspend Services if any undisputed invoice remains unpaid for more than 15 days past the due date, following written notice.
• All fees are exclusive of applicable taxes (GST, VAT, withholding). Client is responsible for all such taxes unless Techelogy's invoice states otherwise.
• Expenses reasonably incurred will be invoiced at cost with supporting documentation unless a fixed expense cap is agreed in the SOW.

07 Limitation of Liability

To the maximum extent permitted by applicable law:

• Techelogy's total aggregate liability shall not exceed the total fees paid by Client in the three (3) months immediately preceding the claim.
• Techelogy shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or goodwill.
• Techelogy does not warrant that Services will be error-free or uninterrupted, or that results will meet Client's specific business objectives.

Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by applicable law.

08 Termination

Termination for Convenience

Either party may terminate an engagement by providing 30 days' written notice. Client remains liable for all fees for Services performed up to the effective date, plus any non-cancellable commitments made on Client's behalf.

Termination for Cause

Either party may terminate immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure within 15 days of written notice; or (b) becomes insolvent or is subject to insolvency proceedings.

Effect of Termination

On termination: (a) all outstanding fees become immediately due; (b) each party shall return or destroy the other's Confidential Information upon request; (c) provisions that by nature should survive (including Confidentiality, IP, Limitation of Liability, and Governing Law) shall survive.

09 Governing Law & Dispute Resolution

These Terms are governed by the laws of North Carolina, USA for US-based clients, and under the laws of India for India-based clients, unless the applicable SOW specifies otherwise.

The parties agree to attempt informal resolution through good-faith negotiation for 30 days before initiating formal proceedings. If unsuccessful, disputes shall be subject to binding arbitration in English under the rules of the applicable jurisdiction.

10 Contact & Legal Notices

All legal notices must be in writing and delivered by email (with read receipt) or registered mail to: