Terms of Service

These Terms of Service (“Terms”) govern access to and use of services provided under the brand name “AveoStack,” owned and operated by Aveoearth Impact Private Limited, a company incorporated under the Companies Act, 2013, bearing Corporate Identification Number (CIN): [●], having its registered office at [●], New Delhi, India (“Company,” “Aveoearth,” “we,” “us,” or “our”).

AveoStack is a trade name only and not a separate legal entity. All agreements, liabilities, invoices, and obligations are undertaken solely by Aveoearth Impact Private Limited.

Nothing herein excludes liability for wilful fraud or any liability that cannot be excluded under applicable law.

By accessing our website, executing a Statement of Work (“SOW”), or electronically accepting these Terms, you (“Client”) agree to be legally bound. These Terms, together with Statements of Work (“SOW”), Data Processing Agreements (“DPA”), and order forms, constitute a binding Master Services Agreement.

These Terms are intended exclusively for business entities and legally competent individuals aged 18 years or older.

2.1 Services shall be provided strictly in accordance with the applicable SOW.

2.2 Scope changes require a written change order signed by both parties.

2.3 No guarantee of specific business, financial, regulatory, or technical outcomes is provided unless expressly stated in an SOW.

2.4 Services dependent on Third-Party Platforms are provided on a best-effort basis and subject to external availability.

2.5 Acceptance of Deliverables

• Deliverables shall be deemed accepted unless the Client provides written notice of material non-conformity within seven (7) days of delivery.
• The Company shall have a reasonable opportunity to cure any verified defect.
• Failure to notify within the acceptance period constitutes final acceptance.

2.6 AI & Automated Systems

Where Services involve AI systems or large language models:

• Outputs are probabilistic and may contain inaccuracies.
• Client must independently validate outputs before reliance.
• AI outputs do not constitute legal, tax, accounting, regulatory, medical, or investment advice.
• Client remains responsible for compliance when deploying AI outputs.
• Processing of Personal Data via AI remains subject to the DPA.

Client shall:

• Provide lawful, accurate, and complete instructions and data
• Obtain required consents under applicable data protection laws
• Remain Data Fiduciary where applicable
• Comply with GST, FEMA, and statutory obligations
• Ensure supplied data does not infringe third-party rights

The Company is not liable for delays or failures caused by Client non-cooperation.

4.1 Fees exclude GST and applicable taxes.

4.2 Payment timelines are defined in the SOW.

4.3 Late payments accrue interest at 18% per annum or maximum permitted by law, whichever is lower.

4.4 The Company may suspend Services for non-payment or material breach.

4.5 Fees are non-refundable unless agreed in writing, subject to statutory rights.

5.1 Company retains all rights in Company IP.

5.2 Deliverables (excluding Company IP and third-party components) are assigned upon full payment.

5.3 Embedded Company IP is licensed for Client's internal business use only.

5.4 Open-source components remain governed by their respective licenses.

Each party shall protect Confidential Information using reasonable care.

Confidentiality obligations survive five (5) years; trade secrets and Personal Data survive as required by law.

7.1 Roles are governed by the DPA.

7.2 The Company acts as Data Processor where processing on Client instructions.

7.3 Sub-processors may be engaged with general authorization; material changes shall be notified and equivalent safeguards imposed.

7.4 Upon termination, Personal Data shall be deleted or anonymised within 30 days unless legally required to retain.

7.5 Breach Notification: The Company shall notify Client without undue delay and within the timeframe required under applicable law.

Services will be performed with reasonable skill and care.

All other warranties are disclaimed to the maximum extent permitted by law.

10.1 Neither party is liable for indirect, incidental, special, or consequential damages.

10.2 The Company's total cumulative liability under each SOW, including indemnity obligations, shall not exceed the fees paid under that SOW in the six (6) months preceding the claim.

10.3 The above limitations do not apply to:

• Death or personal injury caused by negligence
• Fraud or fraudulent misrepresentation
• Wilful misconduct
• Liability that cannot be excluded by law

10.4 Liability for breach of confidentiality or data protection obligations shall not exceed two (2) times the fees paid under the relevant SOW in the six (6) months preceding the claim.

10.5 Claims must be notified within twelve (12) months of awareness of the cause of action.

10.6 The Company shall not be liable for data loss or security incidents arising from Client-controlled systems or Third-Party Platforms, except where caused by the Company's wilful misconduct.

10.7 The parties acknowledge this allocation of risk is commercially reasonable.

Client indemnifies Company against claims arising from:

• Client-provided data
• Regulatory non-compliance
• Violation of law or third-party rights

Company indemnifies Client for third-party IP infringement claims arising from Deliverables used as intended.

13.1 Either party may terminate for convenience upon 30 days' written notice unless SOW states otherwise.

13.2 Either party may terminate for material breach after cure period.

13.3 The Company may suspend or terminate immediately for unlawful use, regulatory risk, or security threats.

13.4 IP assignment effective only upon full payment.

13.5 Surviving clauses remain in force.

Indian law governs.

Disputes shall be resolved by arbitration under the Arbitration and Conciliation Act, 1996.

Seat and venue: New Delhi.

Proceedings in English.

Disputes shall be resolved on an individual basis to the extent permitted by law.

AveoStack is a trade name only. All obligations rest solely with Aveoearth Impact Private Limited.

No director, officer, employee, or affiliate incurs personal liability except where required under applicable law, including wilful fraud.