Terms and Conditions

2. Scope of Professional Technology Services

Xeromile Technology provides world-class engineering across strategic technology domains including, without limitation:

3. Statements of Work & Deliverable Acceptance

Each engagement is memorialized in an SOW detailing the sprint timeline, functional deliverables, engineering milestones, and acceptance criteria.

Formal Acceptance Protocol: Upon delivery of any milestone or release candidate, the Client shall have seven (7) business days ("Acceptance Window") to test and verify the deliverables against the mutually agreed SOW acceptance criteria. If no written notice of specific defect is submitted within seven business days, the deliverable shall be deemed accepted.

4. Intellectual Property Rights & Ownership Assignment

Pre-Existing Background IP: Xeromile retains ownership of its pre-existing libraries, modular tools, deployment boilerplates, and generalized algorithms ("Background Technology"). Xeromile grants the Client a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use, execute, reproduce, and sub-license such Background Technology as embedded within the delivered Work Product.

5. Client Responsibilities & Credentials

The Client agrees to:

• Furnish timely access to necessary third-party API credentials, test environments, staging cloud infrastructure, and subject-matter experts.
• Ensure that all data, designs, and content supplied to Xeromile do not infringe upon any third-party copyrights, patents, or trade secrets.
• Maintain administrative ownership of primary cloud tenant accounts (e.g. AWS, GCP, Azure, GitHub) used for production deployments.

6. Fees, Milestone Billing & Taxes

All fees are invoiced in United States Dollars (USD) or Indian Rupees (INR) as stipulated in the SOW.

• Payment Terms: Invoices are payable within fifteen (15) calendar days from receipt ("Net 15") via international wire transfer, ACH, or designated corporate payment gateways.
• Late Charges: Delinquent sums accrue finance charges at 1.5% per month or the maximum rate permissible by law.
• Taxes: All fees are exclusive of applicable GST, VAT, sales tax, or withholding taxes, which shall be borne by the Client.

7. Limited Warranty & Defect Rectification

Xeromile Technology warrants that all custom engineering deliverables will materially conform to the written specifications set forth in the applicable SOW for a period of thirty (30) calendar days following final milestone acceptance ("Warranty Period").

During the Warranty Period, Xeromile will rectify any reproducible defects or non-conformities reported in writing at zero additional cost to the Client. This warranty excludes defects caused by third-party software updates, unauthorized codebase modifications by Client personnel, or external upstream API outages.

8. Confidentiality & Non-Disclosure

Both parties agree to hold all proprietary technology, source code, product roadmaps, financial data, and trade secrets disclosed by the other party in strict confidence using no less than a reasonable standard of care.

Confidentiality obligations survive termination of the agreement for five (5) years, and in the case of source code and trade secrets, perpetually under applicable statutory laws.

9. Limitation of Liability

To the maximum extent permitted by applicable law, neither party shall be liable to the other for any indirect, special, incidental, punitive, or consequential damages, including loss of profits, data corruption, or business interruption.

Except in cases of gross negligence, willful misconduct, or breach of confidentiality, each party's aggregate monetary liability arising out of or related to an engagement shall not exceed the total fees paid by Client to Xeromile under the applicable SOW during the twelve (12) months preceding the incident.

10. Governing Law & Dispute Resolution

These Terms and any dispute or claim arising out of or in connection with them shall be governed by, the laws of India, with seat of arbitration in Nagpur, Maharashtra pursuant to the Arbitration and Conciliation.

Both parties agree to attempt good-faith executive escalation for a period of fifteen (15) days prior to initiating formal arbitral proceedings.

11. Formal Inquiries & Legal Notices

All legal, contractual, or formal notices under this agreement should be delivered via confirmed electronic mail to our legal counsel: