11. Fees, Payments & Taxes

The fees for VisionScaleX's Services are outlined in the applicable proposal, quotation, Statement of Work (SOW), Master Services Agreement (MSA), Order Form, or other written agreement provided to the customer.

Unless otherwise agreed in writing:

• All prices are quoted in the applicable currency specified in the agreement.
• Payments must be made within the agreed payment period.
• Fees are non-refundable except where required by applicable law or expressly stated in a written agreement.
• Late payments may be subject to applicable interest charges and/or suspension of Services.
• Customers are responsible for all applicable taxes, duties, levies, or governmental charges unless expressly stated otherwise.

VisionScaleX reserves the right to modify pricing for future engagements. Any pricing changes will not affect an existing signed agreement unless mutually agreed upon.

12. Confidentiality

VisionScaleX recognizes the importance of protecting confidential information shared by our customers and business partners.

Confidential Information includes, but is not limited to:

• Business strategies
• Financial information
• Customer information
• Product roadmaps
• Technical documentation
• Proprietary software
• AI workflows
• Marketing strategies
• Sales data
• Internal processes
• Trade secrets
• Any information clearly identified as confidential

Each party agrees to:

• Protect confidential information using reasonable security measures.
• Use confidential information solely for the purposes of performing the agreed Services.
• Restrict access to authorized personnel who require such information to perform their responsibilities.
• Not disclose confidential information to unauthorized third parties without prior written consent.

These confidentiality obligations do not apply to information that:

• Is publicly available through no fault of the receiving party.
• Was already lawfully known prior to disclosure.
• Is independently developed without reference to the confidential information.
• Must be disclosed pursuant to applicable law, regulation, or court order.

Confidentiality obligations survive the termination of the business relationship.

13. Customer Responsibilities

Customers are responsible for:

• Providing accurate and complete information required for service delivery.
• Maintaining the confidentiality of any account credentials provided.
• Reviewing deliverables within agreed timelines.
• Cooperating with VisionScaleX throughout project execution.
• Ensuring that data provided to VisionScaleX has been collected lawfully and that necessary permissions have been obtained.

Customers remain responsible for business decisions made using insights, recommendations, or outputs generated through VisionScaleX's Services.

14. Service Availability

VisionScaleX strives to maintain reliable and uninterrupted Services. However, we do not guarantee that our website, software, or Services will always be available without interruption.

Temporary interruptions may occur due to:

• Scheduled maintenance
• Software updates
• Infrastructure upgrades
• Third-party service outages
• Internet disruptions
• Security incidents
• Circumstances beyond our reasonable control

Where practicable, we will provide advance notice of scheduled maintenance that may materially impact service availability.

15. Beta Features

From time to time, VisionScaleX may provide access to beta, preview, experimental, or early-access features.

Beta Services are provided solely for evaluation purposes and:

• May contain bugs or errors.
• May be modified or discontinued without notice.
• May not be supported.
• Should not be relied upon for production-critical operations.

Unless otherwise agreed, Beta Services are provided "AS IS" without warranties of any kind.

16. Intellectual Property Ownership

Except where expressly agreed in writing:

VisionScaleX retains all rights, title, and interest in:

• Proprietary software
• AI models
• Automation frameworks
• Workflows
• Prompt libraries
• Sales methodologies
• Documentation
• Website content
• Branding
• Logos
• Training materials
• Internal tools
• Technical know-how
• Improvements developed during service delivery

Customers retain ownership of:

• Their business data
• Customer records
• Brand assets
• Proprietary documents
• Information supplied to VisionScaleX

Nothing in these Terms transfers ownership of either party's intellectual property unless expressly stated in a written agreement.

17. License to Use Deliverables

Subject to full payment of applicable fees, VisionScaleX grants customers a limited, non-exclusive, non-transferable, revocable license to use deliverables created specifically for them under the applicable agreement.

Customers may not:

• Resell VisionScaleX intellectual property.
• License deliverables to third parties without written authorization.
• Reverse engineer proprietary automation systems.
• Remove copyright notices.
• Claim ownership of VisionScaleX methodologies.

Unless specifically agreed otherwise, reusable frameworks, templates, prompts, automation architectures, and proprietary methodologies remain the exclusive property of VisionScaleX.

18. Third-Party Platforms

VisionScaleX may integrate with third-party software platforms, including CRM systems, automation tools, cloud providers, analytics platforms, communication tools, or AI service providers.

VisionScaleX is not responsible for:

• Service interruptions caused by third-party providers.
• Changes to third-party APIs.
• Pricing changes imposed by third parties.
• Features removed by third parties.
• Security incidents originating within third-party platforms.

Customers are responsible for complying with the applicable terms and policies of any third-party services they choose to use in conjunction with VisionScaleX's Services.

19. Security

VisionScaleX implements commercially reasonable administrative, technical, and organizational measures designed to protect information against unauthorized access, disclosure, alteration, and destruction.

These measures may include:

• Access controls
• Role-based permissions
• Encryption where appropriate
• Secure development practices
• Monitoring and logging
• Regular security reviews
• Backup and recovery procedures

While we take reasonable precautions, no method of transmitting or storing information electronically is completely secure. Accordingly, VisionScaleX cannot guarantee absolute security.

20. Communications

By contacting VisionScaleX or using our Services, you agree that we may communicate with you regarding:

• Service inquiries
• Proposals
• Project updates
• Customer support
• Billing matters
• Security notifications
• Legal notices
• Changes to our Services or Terms

Where permitted by law, we may also send marketing communications regarding our Services. You may opt out of promotional communications at any time by following the unsubscribe instructions included in such communications or by contacting us directly.

21. Warranties and Disclaimers

VisionScaleX is committed to delivering high-quality AI-powered GTM solutions and consulting services. However, unless expressly stated in a separate written agreement, all Services, software, content, and materials are provided on an "AS IS" and "AS AVAILABLE" basis.

To the fullest extent permitted by applicable law, VisionScaleX disclaims all warranties, whether express, implied, statutory, or otherwise, including but not limited to:

• Merchantability
• Fitness for a particular purpose
• Non-infringement
• Accuracy of information
• Availability or uninterrupted operation
• Error-free performance
• Compatibility with third-party systems

VisionScaleX does not guarantee:

• Specific revenue growth
• Sales performance
• Lead conversion rates
• Customer acquisition outcomes
• Search engine rankings
• Marketing campaign results
• Business profitability

Business success depends on numerous factors beyond our control, including market conditions, customer decisions, competitive activity, and implementation by the customer.

22. Limitation of Liability

To the maximum extent permitted by applicable law, VisionScaleX and its directors, employees, officers, contractors, affiliates, licensors, and partners shall not be liable for any:

• Indirect damages
• Incidental damages
• Consequential damages
• Special damages
• Exemplary damages
• Punitive damages
• Loss of profits
• Loss of revenue
• Loss of business opportunities
• Loss of goodwill
• Loss of data
• Business interruption

arising out of or relating to:

• Use of our Services
• Inability to use our Services
• AI-generated outputs
• Third-party software
• Security incidents beyond our reasonable control
• Website downtime
• Customer implementation decisions

Where liability cannot be excluded by law, VisionScaleX's total cumulative liability shall not exceed the total amount paid by the customer for the specific Services giving rise to the claim during the twelve (12) months immediately preceding the event.

Some jurisdictions do not allow certain liability limitations. In such cases, the above limitations shall apply only to the maximum extent permitted by applicable law.

23. Indemnification

You agree to indemnify, defend, and hold harmless VisionScaleX, its affiliates, directors, officers, employees, contractors, licensors, and partners from and against any claims, damages, liabilities, costs, losses, expenses, and reasonable legal fees arising from:

• Your violation of these Terms.
• Your misuse of the Services.
• Your infringement of intellectual property rights.
• Your violation of applicable laws or regulations.
• Information or materials provided by you.
• Unauthorized use of your account or credentials.

VisionScaleX reserves the right to assume exclusive control of the defense of any matter subject to indemnification.

24. Suspension and Termination

VisionScaleX may suspend or terminate access to the website or Services immediately, with or without notice, if:

• You breach these Terms.
• You engage in unlawful or fraudulent activity.
• Your actions pose a security risk.
• Required payments remain outstanding.
• Continued service would violate applicable law.
• We discontinue a particular Service.

Upon termination:

• Your right to access the affected Services will cease.
• Outstanding payment obligations remain payable.
• Confidentiality obligations survive.
• Intellectual property rights remain unaffected.
• Any provisions intended to survive termination shall continue to apply.

Termination does not relieve either party of obligations that accrued before termination.

25. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law principles.

The parties agree to first attempt to resolve any dispute through good-faith discussions.

If a dispute cannot be resolved amicably, it shall be submitted to the competent courts having jurisdiction over VisionScaleX's principal place of business, unless otherwise agreed in writing or required by applicable law.

Nothing in these Terms prevents either party from seeking urgent injunctive or equitable relief where necessary to protect intellectual property, confidential information, or other legal rights.

26. Force Majeure

VisionScaleX shall not be liable for any delay or failure to perform its obligations due to events beyond its reasonable control, including but not limited to:

• Natural disasters
• Fire
• Flood
• Earthquake
• Pandemic
• War
• Terrorism
• Civil unrest
• Government action
• Internet outages
• Cyberattacks
• Power failures
• Labor disputes
• Failure of third-party infrastructure or service providers

Performance obligations affected by such events shall be suspended for the duration of the event.

27. Assignment

You may not assign or transfer your rights or obligations under these Terms without the prior written consent of VisionScaleX.

VisionScaleX may assign these Terms, in whole or in part, as part of:

• A merger
• Acquisition
• Corporate restructuring
• Sale of assets
• Business transfer

Any permitted assignment shall be binding upon the respective successors and assigns.

28. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

The invalid provision shall be interpreted as closely as possible to reflect the original intent while remaining legally enforceable.

29. Waiver

Failure by VisionScaleX to enforce any provision of these Terms shall not constitute a waiver of that provision or of any other rights.

Any waiver must be made in writing and signed by an authorized representative of VisionScaleX.

30. Entire Agreement

These Terms, together with our Privacy Policy, Cookie Policy, any applicable Statement of Work (SOW), Master Services Agreement (MSA), Order Form, proposal, or other written agreement between VisionScaleX and the customer, constitute the entire agreement between the parties regarding the subject matter herein.

They supersede all prior discussions, negotiations, understandings, and agreements, whether oral or written.

31. Changes to These Terms

VisionScaleX may update these Terms periodically to reflect changes in our Services, legal obligations, technology, or business practices.

The updated version will be posted on our website with a revised "Last Updated" date.

Your continued use of the Services after the effective date of any revised Terms constitutes your acceptance of those changes, unless otherwise required by applicable law.

32. Contact Us

If you have any questions regarding these Terms & Conditions, you may contact us using the details available on the VisionScaleX website.

VisionScaleX

Website: https://www.visionscalex.com

Email: (To be updated with the official legal/privacy email address.)

Business Hours: Monday – Friday, 9:00 AM – 6:00 PM (IST)

Aceptance of These Terms

By accessing or using the VisionScaleX website or Services, you acknowledge that you have read, understood, and agree to be bound by these Terms & Conditions.

If you do not agree to these Terms, you should discontinue use of our website and Services.