Master Engineering & Services Agreement

Terms & Conditions

These Terms & Conditions govern all software development, artificial intelligence architectures, cloud infrastructure deployments, and technical consultations executed by VyomAI Technologies Inc. and VyomAI Solutions Pvt. Ltd.

Effective Date: October 18, 2026Standard Contract: v3.1.0 (Enterprise MSA)Enterprise MSA & SOW Framework

Core Commercial Terms

100% Client IP Assignment

All bespoke source code, model weights, database schemas, and tailored assets become your exclusive intellectual property upon milestone payment.

Enterprise Dual-Party NDA

Strict confidentiality protocols defend your trade secrets, technical roadmaps, and business logic with enterprise-grade non-disclosure terms.

Predictable Agile SOWs

Every engagement operates under precise Statements of Work (SOW) with defined sprint deliverables, acceptance criteria, and change-control protocols.

90-Day Post-Launch Warranty

Comprehensive warranty covering bug remediation, critical defect fixes, and performance guarantees following production deployment.

01. Acceptance of Terms & Hierarchy

By entering into an agreement with VyomAI, executing a Statement of Work (“SOW”), signing a Master Services Agreement (“MSA”), or utilizing our bespoke digital platforms, you agree to be legally bound by these terms.

In the event of any conflict between these general website terms and a mutually executed SOW or bilateral MSA, the executed bilateral agreement shall supersede and govern to the extent of the conflict.

02. Services & Statements of Work (SOW)

All engineering deliverables are executed pursuant to written SOWs outlining:

  • Detailed technical architecture, tech stack specifications, and deliverable descriptions.
  • Agile sprint milestones, estimated delivery schedules, and verification protocols.
  • Clear acceptance criteria and client sign-off procedures (standard 10 business days verification window).
  • Change-request mechanisms for out-of-scope architectural expansions.

03. Intellectual Property & Ownership

Work-Made-For-Hire Guarantee

VyomAI operates on a clean, pro-client intellectual property ownership model:

Client Deliverable Ownership: Upon full and final settlement of agreed milestone invoices, all right, title, and interest in custom code, trained models, visual assets, and database schemas are assigned to the Client.
Pre-Existing VyomAI Frameworks: General reusable utilities, boilerplate scaffolding, or internal CI/CD toolsets remain VyomAI property, licensed to Client on a perpetual, royalty-free, non-exclusive basis.
Open-Source Compliance: All third-party libraries incorporated into deliverables are verified against restrictive licenses (e.g. GPL viral restrictions) to protect client commercial distribution.

04. Client Responsibilities

To enable successful sprint execution and adherence to delivery timelines, the Client agrees to:

  • Appoint an authorized Technical Lead or Product Owner with decision-making authority.
  • Provide timely access to staging environments, third-party APIs, credentials, and test datasets.
  • Review and provide written acceptance or detailed defect feedback within the specified review period.
  • Warrant that all materials, datasets, and intellectual property supplied to VyomAI do not infringe third-party rights.

05. Invoicing, Fees & Payments

Engagements are structured under milestone-based payments, monthly retainers, or dedicated time-and-materials (T&M) models:

  • Payment Windows: Invoices are payable within 15 business days (Net-15) of invoice date, unless otherwise specified in an SOW.
  • Currency & Wire: Invoices are denominated in USD ($) or INR (₹) and settled via electronic wire transfer, ACH, or SWIFT.
  • Taxes: Fees are exclusive of applicable Goods & Services Tax (GST) or statutory withholding taxes, which shall be remitted in compliance with legal mandates.

06. Confidentiality & Non-Disclosure

Both parties agree to hold all non-public technical information, system architectures, customer databases, and commercial terms in strict confidence for a period of not less than five (5) years from disclosure date.

VyomAI engineers are subject to strict employment confidentiality covenants, code review isolation, and background vetting.

07. AI Systems & Model Determinism

Modern artificial intelligence systems, Large Language Models (LLMs), and neural networks are probabilistic by nature. While VyomAI incorporates rigorous safety guardrails, Retrieval-Augmented Generation (RAG) truthfulness benchmarks, and validation tests:

• AI outputs should be validated with appropriate human-in-the-loop oversight in safety-critical, medical, or legal applications.

• Client is responsible for ensuring end-user terms of service accurately convey the generative nature of customer-facing AI agents.

08. Warranties & SLA Standards

VyomAI warrants that all custom deliverables will perform substantially in accordance with the documented specifications in the applicable SOW for a period of ninety (90) calendar days following production handover acceptance.

During the warranty window, any verified functional deviations or software bugs will be remediated at no additional charge.

09. Limitation of Liability

To the maximum extent permitted by applicable law, neither party shall be liable for indirect, incidental, consequential, special, or punitive damages (including loss of profits, goodwill, or operational interruption).

Except for breaches of confidentiality or gross negligence, VyomAI's aggregate liability under any engagement shall not exceed the total fees actually paid by the Client to VyomAI under the specific SOW during the twelve (12) months preceding the claim.

10. Term, Cancellation & Handover

Either party may terminate an SOW for material breach upon thirty (30) days prior written notice, if such breach remains uncured. Upon termination, VyomAI will immediately package and deliver all completed code, repositories, and documentation, and the Client shall settle payment for all completed milestone deliverables up to the termination date.

11. Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of India. Any controversy or dispute arising out of or relating to this agreement shall be settled through binding arbitration administered in Greater Noida / Ghaziabad, Uttar Pradesh, India under the Arbitration and Conciliation Act, 1996.