Terms of Service

1. Definitions

In these Terms, the following words have specific meanings. Capitalised terms not defined here have the meaning given in the applicable MSA or SOW.

• "Agreement" — these Terms of Service together with any executed Master Service Agreement (MSA) and Statement of Work (SOW).
• "Client" — the company, organisation, or individual that engages Forvora Systems for Services.
• "Deliverables" — software, code, documentation, AI models, data pipelines, and any other work product produced specifically for the Client under an SOW.
• "Forvora", "we", "us", "our" — Forvora Systems, an AI and automation consultancy based in Dindigul, Tamil Nadu, India.
• "Pre-existing IP" — tools, libraries, frameworks, methodologies, and know-how that Forvora owned or developed independently of any Client engagement.
• "Services" — the software development, AI systems, automation, and related professional services described in an SOW.
• "Website" — forvorasystems.com and all pages served from that domain.

2. Acceptance of Terms

By visiting the Website or engaging our Services, you accept these Terms on behalf of yourself and, if applicable, the organisation you represent. If you do not agree, please do not use the Website or engage our Services.

These Terms govern your use of the Website and set a baseline for any engagement. The executed MSA and SOW govern the delivery of Services and take precedence over these Terms in the event of conflict.

You represent that you are at least 18 years old and legally authorised to enter into binding agreements on behalf of the entity you represent.

3. Services and Engagements

Forvora provides custom AI systems, document intelligence, workflow automation, and cloud infrastructure services to businesses. All paid engagements are governed by a separate MSA and one or more SOWs, agreed in writing before work commences.

3.1 Scope of work

The specific deliverables, acceptance criteria, timelines, and fees for each engagement are defined in the relevant SOW. Work outside the agreed scope requires a written change order. Forvora will not perform out-of-scope work without prior written agreement on the additional fee and timeline impact.

3.2 Timeline estimates

Any timeline estimate is a good-faith estimate based on the information available at the time of scoping. Actual delivery depends on requirements stability, the timely provision of access and information by the Client, and third-party dependencies outside Forvora's control. We are not liable for delays caused by factors beyond our reasonable control.

3.3 AI and machine-learning outputs

AI and machine-learning systems are probabilistic in nature. Their accuracy, recall, and behaviour are inherently dependent on the quality and representativeness of training data, model configuration, and production conditions. Unless explicitly set out in the SOW, Forvora does not warrant any specific performance metric (accuracy, F1 score, latency, throughput) for any AI or ML component.

3.4 Subcontracting

Forvora may engage trusted subcontractors or specialist partners to deliver portions of the Services. Forvora remains responsible for the work product of any subcontractor and will ensure appropriate confidentiality obligations are in place.

4. Website Use

You agree not to:

• Scrape, copy, redistribute, or commercially exploit any content on the Website without our prior written consent
• Attempt to gain unauthorised access to any part of the Website or its underlying systems
• Transmit any malicious code, spam, or unsolicited communications through the Website
• Use the Website in any way that violates applicable law or regulation
• Impersonate Forvora or misrepresent your affiliation with any person or entity

The Website is intended as a marketing and information resource for prospective and current clients. Forvora reserves the right to restrict or terminate access to the Website for violations of this section.

5. Intellectual Property

5.1 Deliverables

IP ownership is agreed per project and defined in the engagement terms. Assignment is expressly conditional on full payment; no IP transfers while any invoice remains outstanding. Until assignment, Forvora grants a limited, non-exclusive licence to use Deliverables solely for testing and evaluation.

5.2 Pre-existing IP

Forvora retains ownership of all Pre-existing IP, including general-purpose tools, reusable components, internal frameworks, prompt libraries, and technical methodologies, even where such items are incorporated into Deliverables. Forvora grants the Client a perpetual, irrevocable, royalty-free, non-exclusive licence to use Pre-existing IP solely as embedded within the Deliverables.

5.3 Third-party components

Deliverables may incorporate open-source software, third-party APIs, or licensed components. Forvora will disclose material third-party dependencies in the Deliverables documentation. The Client is responsible for ongoing compliance with the licences governing those components.

5.4 Website content

All content on the Website — including the Forvora name, logo, copy, and design system — is the property of Forvora Systems and is protected by applicable copyright and trademark law. Nothing in these Terms grants you any right to use Forvora's brand assets without prior written consent.

5.5 Portfolio rights

Forvora may reference the existence of an engagement (industry, type of solution, outcomes in general terms) in its portfolio and marketing materials, subject to any confidentiality obligations agreed in the SOW or a separately executed NDA. Client's name, proprietary data, and specific metrics will not be disclosed without the Client's prior written consent.

6. Payment Terms

6.1 Fees and schedule

Fees for each engagement are set out in the applicable SOW. Unless the SOW specifies otherwise, the default payment schedule is:

6.2 Invoicing and payment

Forvora will issue invoices by email. Invoices are payable within 30 days of the invoice date unless otherwise agreed in the SOW. All fees are stated exclusive of applicable taxes. The Client is responsible for all applicable goods and services tax (GST), withholding tax, or equivalent taxes in its jurisdiction.

6.3 Late payment

Overdue amounts accrue interest at 1.5% per month (18% per annum) from the due date until paid in full. Forvora reserves the right to suspend Services after 14 days of overdue payment, without prejudice to any other remedy. Suspension does not relieve the Client of its obligation to pay.

6.4 Expenses

Reasonable out-of-pocket expenses (cloud compute costs, third-party API fees, travel) incurred with prior Client approval will be invoiced at cost with supporting receipts. No expenses will be incurred above agreed thresholds without the Client's written consent.

6.5 Refunds

Forvora does not issue refunds for work already delivered and accepted. If a project is cancelled by the Client before a payment milestone is reached, Forvora will invoice for work completed to date at the agreed daily rate; the remainder of that milestone payment will not be due. The commencement payment (Section 6.1) is non-refundable once work has begun.

7. Confidentiality

A mutual NDA can be provided at no additional cost before commercially sensitive information is shared. That NDA governs confidentiality for the engagement. Where no NDA has been executed, each party agrees to:

• Keep confidential all non-public information received from the other party that is identified as confidential or that would reasonably be understood to be confidential
• Not disclose such information to any third party without prior written consent, except to employees and advisors on a need-to-know basis who are bound by equivalent obligations
• Use confidential information only for the purpose of the engagement
• Return or destroy the other party's confidential information promptly on request or on termination of the engagement

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no fault of the recipient; (b) was already known to the recipient before disclosure; (c) is independently developed without reference to the disclosing party's information; or (d) must be disclosed by law or court order, provided prompt prior notice is given where permitted.

8. Warranties and Disclaimers

8.1 Website

To the fullest extent permitted by law, Forvora disclaims all warranties, express or implied, relating to the Website, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

8.2 Services

Forvora warrants that Services will be performed in a professional and workmanlike manner consistent with reasonable industry standards. For a period of 30 days following final delivery of a Deliverable ("Defect Period"), Forvora will correct, at no additional charge, any material defect in a Deliverable that causes it to fail to conform to the documented acceptance criteria in the SOW. This warranty is the Client's exclusive remedy for defects in Deliverables.

Forvora does not warrant that Deliverables will be free of all bugs after the Defect Period, nor that they will operate without interruption in all environments. Post-Defect Period support and maintenance are available under a separate retainer agreement.

8.3 Regulatory compliance

Forvora does not warrant that any Deliverable meets the requirements of any applicable law, regulation, or industry standard in the Client's jurisdiction (including data protection law, financial regulation, or sector-specific compliance). The Client is responsible for obtaining independent legal and regulatory advice regarding the use of Deliverables in regulated contexts.

9. Limitation of Liability

9.1 Aggregate liability cap

Forvora's total cumulative liability to the Client for all claims arising out of or related to these Terms or any SOW — whether in contract, tort (including negligence), statute, or otherwise — shall not exceed the total fees actually paid by the Client to Forvora in the three months immediately preceding the event giving rise to the claim.

9.2 Exclusion of consequential loss

Neither party shall be liable to the other for any indirect, incidental, special, exemplary, punitive, or consequential damages, including but not limited to loss of profits, loss of revenue, loss of goodwill, loss of business, loss of data, or business interruption, even if advised of the possibility of such damages.

9.3 Exceptions

The limitations in Sections 9.1 and 9.2 do not apply to:

• Liability for death or personal injury caused by negligence
• Liability for fraud or fraudulent misrepresentation
• Breach of confidentiality obligations under Section 7
• Any liability that cannot be limited or excluded under applicable law

9.4 Basis of the bargain

The parties acknowledge that the limitations of liability in this section reflect a reasonable allocation of risk and form an essential basis of the bargain between the parties. The fees charged by Forvora are set in part in reliance on these limitations.

10. Indemnification

The Client agrees to defend, indemnify, and hold harmless Forvora Systems and its personnel against any third-party claims, losses, liabilities, and expenses (including reasonable legal fees) arising from or related to:

• The Client's use of Deliverables in a manner not authorised by these Terms or applicable law
• The Client's infringement of any third-party intellectual property right
• The Client's violation of any applicable law or regulation in connection with its use of the Services
• Any content, data, or materials provided by the Client to Forvora for use in delivering the Services

11. Term and Termination

11.1 Duration

These Terms remain in effect for as long as you use the Website or have an active SOW with Forvora. Each SOW commences on its stated start date and continues until all Deliverables have been delivered and all invoices paid, unless terminated earlier.

11.2 Termination for breach

Either party may terminate an SOW by written notice if the other party materially breaches the Agreement and fails to remedy the breach within 14 days of receiving written notice specifying the breach. Material breach includes, but is not limited to, non-payment of invoices, persistent obstruction of work, or serious breach of confidentiality.

11.3 Termination for convenience

The Client may terminate an SOW for convenience with 30 days' written notice. On such termination, the Client shall pay Forvora for all work completed and reasonable expenses incurred up to the termination date, including the full commencement payment where work has commenced.

11.4 Effect of termination

Upon termination of an SOW:

• Each party shall promptly return or securely destroy the other's confidential information
• IP assignment (Section 5.1) applies only to work for which the Client has paid in full
• Forvora will deliver a handover package for completed work, including source code and documentation, upon receipt of final payment

11.5 Survival

Sections 5 (Intellectual Property), 6 (Payment Terms for amounts due), 7 (Confidentiality), 8.3 (Regulatory compliance disclaimer), 9 (Limitation of Liability), 10 (Indemnification), 12 (Governing Law), and 13 (Dispute Resolution) survive termination of any SOW and these Terms.

12. Governing Law

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law principles.

Subject to the dispute resolution process in Section 13, the courts ofDindigul, Tamil Nadu, India shall have exclusive jurisdiction over any dispute arising under or in connection with these Terms.

13. Dispute Resolution

13.1 Good faith negotiation

In the event of a dispute, the party raising the issue shall notify the other in writing. Senior representatives of both parties shall meet (in person or via video call) within 14 days of the notice and attempt to resolve the dispute in good faith within 30 days of the notice date.

13.2 Arbitration

If the dispute is not resolved through negotiation, either party may refer it to binding arbitration under the Arbitration and Conciliation Act, 1996 (as amended). The arbitration shall be conducted by a sole arbitrator, appointed by mutual agreement of the parties within 14 days of a written request for arbitration. If the parties cannot agree on an arbitrator within that period, the arbitrator shall be appointed in accordance with the rules of the Indian Council of Arbitration (ICA). The seat and venue of arbitration shall beDindigul, Tamil Nadu, India. The language of arbitration shall be English. The arbitral award shall be final and binding on both parties.

13.3 Injunctive relief

Nothing in this section prevents either party from seeking emergency injunctive or other equitable relief from a court of competent jurisdiction where necessary to prevent irreparable harm (for example, in cases of imminent IP or confidentiality breach).

14. General Provisions

14.1 Entire agreement

These Terms, together with the applicable MSA and SOW, constitute the entire agreement between the parties with respect to their subject matter and supersede all prior negotiations, representations, and agreements. In the event of conflict between these Terms and an executed MSA or SOW, the MSA or SOW shall prevail.

14.2 Severability

If any provision of these Terms is found by a court or arbitrator to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force.

14.3 Waiver

Failure to enforce any provision of these Terms on any occasion does not constitute a waiver of the right to enforce it on a future occasion.

14.4 Force majeure

Neither party is liable for delay or failure in performance caused by circumstances beyond its reasonable control, including acts of God, natural disasters, government actions, infrastructure failures, or third-party service outages. The affected party must notify the other promptly and take reasonable steps to mitigate the impact.

14.5 Assignment

The Client may not assign or transfer any rights or obligations under these Terms without Forvora's prior written consent. Forvora may assign its rights and obligations to a successor entity in the event of a merger, acquisition, or business restructuring, on written notice to the Client.

14.6 Notices

Formal notices under these Terms must be in writing and delivered by email (with read-receipt or acknowledgement) to contact@forvorasystems.com for notices to Forvora, and to the email address on file for notices to the Client.

15. Changes to These Terms

We may update these Terms from time to time. Material changes will be reflected by an updated "Effective date" at the top of this page. Continued use of the Website after the effective date of a change constitutes acceptance of the revised Terms. These Terms do not retroactively modify any executed MSA or SOW without the written agreement of both parties.

16. Contact

For questions about these Terms, to report a concern, or to request a copy of our standard MSA template, contact us at:

Forvora Systems
Dindigul, Tamil Nadu, India
Email: contact@forvorasystems.com