Terms & Conditions

Effective Date: 11th May 2025

1. Introduction

These Terms and Conditions ("Agreement") govern the provision of technology consulting and related services (“Services”) by Vishu Systems (“Consultant”, “we”, or “us”) to the client (“Client” or “you”).

By engaging our services, you agree to these Terms and Conditions.

2. Scope of Services

The Consultant agrees to perform the Services described in the agreed Statement of Work (SOW), proposal, or written agreement. Any changes to the scope must be agreed upon in writing by both parties.

3. Client Responsibilities

The Client agrees to:

Provide timely access to personnel, systems, and information necessary for service delivery.
Cooperate in good faith and provide accurate and complete information.
Make timely payments for services rendered.

4. Fees and Payment

Fees are as set out in the applicable agreement or invoice.
Invoices are payable within [e.g., 15 or 30] days of the invoice date unless otherwise agreed.
Late payments may incur interest at [e.g., 1.5%] per month or the maximum allowed by law.

5. Confidentiality
Both parties agree to keep confidential any proprietary or sensitive information received in connection with the Services, and not disclose it to any third party without prior written consent, except as required by law.

6. Intellectual Property

Unless otherwise agreed, all pre-existing intellectual property remains the property of its original owner.
Deliverables created specifically for the Client may become Client property upon full payment.
Consultant retains a license to use non-confidential, non-client-specific methodologies and tools developed during the engagement.

7. Warranties and Disclaimers

Consultant warrants that it will perform services in a professional and workmanlike manner.
Except as expressly stated, Consultant makes no other warranties, express or implied, including warranties of merchantability or fitness for a particular purpose.
Client acknowledges that outcomes may depend on third-party systems, decisions, and market conditions outside the Consultant’s control.

8. Limitation of Liability

To the maximum extent permitted by law, Consultant’s total liability for any claim relating to the Services shall not exceed the total fees paid by the Client for the relevant engagement.
Consultant shall not be liable for any indirect, incidental, special, or consequential damages, including loss of profits or data.

9. Termination

Either party may terminate the Agreement:

With [e.g., 14 or 30] days written notice for any reason.
Immediately for material breach by the other party that remains uncured after written notice.
Upon termination, the Client shall pay for all Services rendered and expenses incurred up to the date of termination.

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of [State/Country], without regard to conflict of laws principles.

11. Dispute Resolution

Any dispute arising out of this Agreement shall be resolved through [negotiation / mediation / arbitration] before resorting to litigation. Venue shall be in [City, State].

12. Independent Contractor

Consultant is an independent contractor and not an employee, agent, or partner of the Client. Nothing in this Agreement creates an employment or joint venture relationship.

13. Force Majeure

Neither party shall be liable for delays or failure to perform due to causes beyond its reasonable control, including but not limited to natural disasters, war, or government actions.

14. Entire Agreement

This Agreement, along with any SOWs or attachments, constitutes the entire agreement between the parties and supersedes all prior discussions and understandings.

15. Contact

For questions or notices related to this Agreement, contact Vishu Systems as mentioned in footer of this site.