Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Viprasol Tech Private Limited ("Viprasol," "Company," "we," "our," or "us"), a company incorporated under the Companies Act, 2013 of India (CIN: U62090HR2025PTC135188), with its registered office at Flower 2, Shadipur Nathu Ram Market, Julana, Jind, Haryana - 126101, India.

By accessing our website (www.viprasol.com), engaging our services, signing a project agreement, or making any payment to Viprasol, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety.

These Terms, together with any signed project agreements, statements of work, or proposals (collectively, "Project Documents"), constitute the entire agreement between you and Viprasol.

2. Services Provided

Viprasol provides technology solutions including, but not limited to:

• Custom software development
• Web and mobile application development
• Trading bots and algorithmic trading systems (MT4/MT5 Expert Advisors)
• AI and machine learning solutions
• Cloud infrastructure and DevOps
• SaaS platform development
• Technical consulting and advisory

The specific scope, deliverables, timelines, and pricing for each project shall be defined in separate Project Documents, which are incorporated herein by reference.

3. Payment Terms

3.1 Payment Structure

Unless otherwise specified in Project Documents, the following payment structure applies:

• Advance Payment: 50% of the total project cost is due before commencement of work
• Milestone Payments: Additional payments as per agreed milestones
• Final Payment: Remaining balance due before final delivery

3.2 No Work Without Payment

NO WORK WILL COMMENCE OR CONTINUE WITHOUT RECEIPT OF APPLICABLE PAYMENTS. Viprasol reserves the right to halt all work immediately upon non-payment or late payment.

3.3 Late Payment

Late payments shall incur interest at the rate of 18% per annum (1.5% per month) calculated from the due date until full payment is received. Viprasol reserves the right to suspend all services and withhold all deliverables until outstanding payments, including interest, are cleared.

3.4 Currency and Taxes

All payments shall be made in the currency specified in the Project Documents. All prices are exclusive of applicable taxes (including GST, VAT, or other indirect taxes), which shall be borne by the Client.

4. NO REFUND POLICY

By making any payment to Viprasol, you acknowledge and accept that:

• You have carefully considered your decision before making payment
• You understand that refunds will NOT be provided under any circumstances
• If you terminate the project, all payments made shall be retained by Viprasol as compensation for work performed, resources allocated, and opportunity costs
• Dissatisfaction with deliverables does not entitle you to a refund, though we will work to address legitimate concerns within the project scope

EXCEPTION: Refunds may only be issued at Viprasol's sole and absolute discretion, in writing, signed by an authorized director of the Company.

5. Project Cancellation and Termination

5.1 Cancellation by Client

If you wish to cancel or terminate a project:

• Before Work Begins: Cancellation fee of 25% of total project value, plus forfeiture of any advance payment
• After Work Begins: Full payment for all work completed plus 50% of remaining project value as cancellation penalty
• After 50% Completion: Full project amount is due regardless of cancellation

5.2 Termination by Viprasol

Viprasol reserves the right to terminate any project immediately, without liability, if:

• Client fails to make payments when due
• Client fails to provide necessary information, access, or cooperation
• Client engages in abusive, threatening, or unprofessional behavior
• Client breaches any provision of these Terms
• Continuation would be illegal, unethical, or against Viprasol's policies

In case of termination by Viprasol due to Client breach, all payments made shall be retained, and additional damages may be claimed.

5.3 Project Abandonment

If Client becomes unresponsive for 14 consecutive days without prior notice, the project shall be deemed abandoned. In such case:

• All payments made are forfeited
• Viprasol has no obligation to deliver any work
• Project restart will require fresh quotation and full payment upfront

6. Intellectual Property Rights

6.1 Ownership Before Full Payment

UNTIL FULL AND FINAL PAYMENT IS RECEIVED, ALL INTELLECTUAL PROPERTY RIGHTS IN ANY WORK PRODUCT REMAIN THE EXCLUSIVE PROPERTY OF VIPRASOL. This includes all source code, designs, documentation, algorithms, and any other deliverables.

6.2 Transfer of Rights

Upon receipt of full payment:

• Client receives a perpetual, non-exclusive, non-transferable license to use the custom deliverables
• Full ownership transfer requires explicit written agreement and may incur additional fees
• Viprasol retains rights to reusable components, libraries, frameworks, and methodologies

6.3 Viprasol's Retained Rights

Viprasol reserves the right to:

• Reuse general concepts, techniques, knowledge, and skills gained during the project
• Use the project in portfolio/case studies (unless NDA specifically prohibits this)
• Retain copies of work for internal records and dispute resolution

6.4 Client Materials

Client represents and warrants that all materials provided to Viprasol (including logos, content, data, and third-party software) are legally owned or licensed by Client. Client shall indemnify Viprasol against any claims arising from Client-provided materials.

7. Warranties and Disclaimers

7.1 Limited Warranty

Viprasol warrants that services will be performed with reasonable skill and care consistent with industry standards. Any warranty claims must be submitted within 30 days of delivery.

7.2 Bug Fixes

Viprasol will fix bugs reported within 30 days of final delivery at no additional cost, provided:

• The bug is clearly attributable to Viprasol's work
• The bug relates to agreed specifications
• Client has not modified the deliverables
• Full payment has been received

7.3 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED HEREIN, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY
• FITNESS FOR A PARTICULAR PURPOSE
• NON-INFRINGEMENT
• ACCURACY OR RELIABILITY
• UNINTERRUPTED OR ERROR-FREE OPERATION

7.4 Trading Software Disclaimer

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• VIPRASOL'S TOTAL LIABILITY FOR ANY CLAIM ARISING FROM OR RELATED TO THESE TERMS OR ANY PROJECT SHALL NOT EXCEED THE AMOUNT PAID BY CLIENT FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM
• IN NO EVENT SHALL VIPRASOL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES
• THIS INCLUDES, WITHOUT LIMITATION: LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES
• THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE)

Some jurisdictions do not allow the exclusion of certain warranties or limitations of liability. In such jurisdictions, our liability shall be limited to the fullest extent permitted by law.

9. Indemnification

Client agrees to indemnify, defend, and hold harmless Viprasol Tech Private Limited, its directors, officers, employees, agents, contractors, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising from or related to:

• Client's use or misuse of deliverables
• Client's breach of these Terms
• Client's violation of any applicable law or regulation
• Any third-party claims arising from Client's business operations
• Client-provided content, data, or materials infringing third-party rights
• Any claims related to trading losses or financial damages
• Client's failure to obtain necessary licenses or permissions

This indemnification obligation shall survive termination of the agreement.

10. Confidentiality

Both parties agree to maintain the confidentiality of all proprietary and confidential information disclosed during the engagement. Confidential information includes, but is not limited to:

• Business strategies and plans
• Technical specifications and source code
• Financial information and pricing
• Customer lists and data
• Trade secrets and know-how

This confidentiality obligation shall survive for a period of five (5) years after termination of the engagement.

11. Non-Disparagement

Client agrees not to make, publish, or communicate any defamatory, disparaging, or negative statements about Viprasol, its services, directors, employees, or affiliates, whether orally, in writing, or through any electronic medium (including social media, review sites, and forums).

Breach of this provision shall entitle Viprasol to:

• Immediate termination of all services without refund
• Liquidated damages of ₹5,00,000 (INR Five Lakhs) or equivalent in USD
• Injunctive relief and legal action
• Recovery of legal costs and actual damages

12. Non-Solicitation

During the term of engagement and for a period of two (2) years thereafter, Client agrees not to:

• Directly or indirectly solicit, hire, or engage any employee, contractor, or consultant of Viprasol
• Encourage any such person to leave their engagement with Viprasol
• Interfere with Viprasol's relationship with its employees or contractors

Breach of this provision shall result in liquidated damages equal to 12 months' salary/compensation of the solicited individual, plus all recruitment and training costs.

13. Dispute Resolution and Arbitration

13.1 Binding Arbitration

ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF OR RELATING TO THESE TERMS SHALL BE RESOLVED BY BINDING ARBITRATION in accordance with the Arbitration and Conciliation Act, 1996 of India.

• Seat of Arbitration: Jind, Haryana, India
• Language: English
• Number of Arbitrators: One (1), appointed mutually or by the court
• Arbitration Fees: To be borne initially by the party initiating arbitration; final allocation by the arbitrator

13.2 Waiver of Class Action

YOU AGREE TO RESOLVE DISPUTES ONLY ON AN INDIVIDUAL BASIS and waive any right to participate in class actions, class arbitrations, or representative actions.

13.3 Injunctive Relief

Notwithstanding the above, Viprasol may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.

14. Governing Law and Jurisdiction

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

Subject to the arbitration clause above, the courts of Jind, Haryana, India shall have exclusive jurisdiction over any matters not subject to arbitration.

Client irrevocably submits to the jurisdiction of such courts and waives any objection based on venue or inconvenient forum.

15. Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond their reasonable control, including but not limited to:

• Acts of God, natural disasters, epidemics, pandemics
• War, terrorism, riots, civil unrest
• Government actions, embargoes, sanctions
• Power outages, internet failures, cyberattacks
• Strikes, labor disputes, shortages

The affected party shall notify the other party promptly and use reasonable efforts to mitigate the impact. If force majeure continues for more than 60 days, either party may terminate the affected project.

16. Modifications to Terms

Viprasol reserves the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on our website and updating the effective date. Your continued engagement of our services after such changes constitutes acceptance of the modified Terms.

17. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, it shall be severed. The remaining provisions shall continue in full force and effect.

18. Waiver

No failure or delay by Viprasol in exercising any right or remedy shall constitute a waiver of such right or remedy. Any waiver must be in writing and signed by an authorized representative of Viprasol.

19. Assignment

Client may not assign or transfer these Terms or any rights or obligations hereunder without Viprasol's prior written consent. Viprasol may assign these Terms to any successor entity or in connection with a merger, acquisition, or sale of assets.

20. Entire Agreement

These Terms, together with any Project Documents, constitute the entire agreement between you and Viprasol and supersede all prior agreements, understandings, negotiations, and discussions, whether oral or written.

21. Contact Information

For any questions about these Terms, please contact us: