Terms of Service

1. Scope of Services

Valorci provides AI, automation, IT, and business consulting services as agreed in the applicable Statement of Work (SOW) or engagement letter. Each engagement is scoped individually based on the client's specific needs, objectives, and constraints. Deliverables, timelines, and fees are documented in the SOW, which forms part of this Agreement.

2. Client Responsibilities

The client agrees to: (a) provide timely access to relevant information, personnel, systems, and tools required for the engagement; (b) designate a point of contact authorized to make decisions; (c) provide honest and complete information about business operations, goals, and constraints; and (d) review and provide feedback on deliverables within agreed timeframes. Delays caused by the client may affect timelines and fees.

3. Fees & Payment

Fees are quoted in the applicable currency and are exclusive of applicable taxes. Payment terms are net 15 days from invoice date unless otherwise agreed in writing. Late payments may incur a service charge of 1.5% per month or the maximum rate permitted by law. Any out-of-pocket expenses (travel, software licenses, third-party tools) will be pre-approved and billed separately.

4. Intellectual Property

All deliverables created specifically for the client under an SOW become the client's intellectual property upon full payment. Valorci retains the right to use (a) its pre-existing methodology, frameworks, and tools; and (b) anonymized case studies and insights derived from the engagement, provided no confidential information is disclosed. Valorci may include the client's name and logo on its website and marketing materials unless the client opts out in writing.

5. Confidentiality

Both parties agree to maintain the confidentiality of all non-public information shared during the engagement. This obligation survives termination of the Agreement for a period of three years. Confidential information does not include information that is publicly available, independently developed, or rightfully received from a third party.

6. Limitation of Liability

Valorci's total liability for any claim arising from this Agreement is limited to the fees paid by the client for the specific engagement giving rise to the claim. Valorci is not liable for any indirect, consequential, or incidental damages, including lost profits, business interruption, or loss of data. This limitation applies regardless of the theory of liability and even if Valorci has been advised of the possibility of such damages.

7. No Warranty on Third-Party Tools

Valorci may recommend third-party tools, platforms, or software as part of its consulting. Valorci makes no warranty, express or implied, regarding the performance, availability, security, or suitability of any third-party tool. The client is responsible for evaluating and accepting the terms of any third-party tool they choose to adopt.

8. Termination

Either party may terminate an engagement with 14 days written notice. In the event of termination, the client shall pay for all work completed and expenses incurred up to the termination date. If the client breaches any term of this Agreement, Valorci may terminate immediately and retain any fees paid as liquidated damages.

9. Independent Contractor

Valorci is an independent contractor and not an employee, joint venture partner, or agent of the client. Nothing in this Agreement creates an employment, partnership, or agency relationship between the parties. Valorci retains sole discretion over the methods and means of performing the services.

10. Dispute Resolution

Any disputes arising from this Agreement shall first be resolved through good-faith negotiation. If negotiation fails, disputes shall be settled by binding arbitration in accordance with the rules of the Indian Arbitration and Conciliation Act, 1996. The arbitration shall take place in Mumbai, India, and the prevailing party shall be entitled to recover reasonable legal costs.

11. Governing Law

This Agreement is governed by the laws of India. The client consents to the exclusive jurisdiction of the courts in Mumbai, India for any matters not subject to arbitration.

12. Changes to Terms

Valorci may update these Terms of Service from time to time. Updated terms will be posted on this page with an updated revision date. Continued use of our services after changes constitutes acceptance of the revised terms.

13. Contact

For questions about these Terms of Service, contact us at hello@valorci.com.