Terms of Service

1. Description of Services

Quanvance provides a range of technology services, including but not limited to Managed IT Services, Business Consulting and Process Optimization, Cloud Migration and Management Services, Cybersecurity Solutions, and related support and consulting (collectively, the "Services"). The specific Services to be provided to You, along with applicable fees, timelines, and specifications, will be detailed in one or more separate Service Orders or SOWs executed by both parties, which are incorporated herein by reference.

2. User Accounts & Responsibilities

(a) Account Creation:

Certain Services may require You to create an account. You agree to provide accurate, current, and complete information during registration and to update such information as necessary.

(b) Security:

You are responsible for maintaining the confidentiality of your account credentials (usernames, passwords) and for all activities that occur under your account. You agree to notify Quanvance immediately of any unauthorized use of your account or any other breach of security. Quanvance will not be liable for any loss or damage arising from your failure to comply with this section.

(c) Client Obligations:

You agree to:

• Use the Services in compliance with all applicable local, state, national, and international laws and regulations (including those of the USA and India).
• Provide timely access to necessary information, systems, personnel, and resources as reasonably required by Quanvance to perform the Services.
• Ensure that any data, materials, or information provided by You to Quanvance ("Client Materials") do not infringe upon the intellectual property rights or privacy rights of any third party.
• Cooperate reasonably with Quanvance in the provision of the Services.
• Refrain from using the Services for any illegal, fraudulent, infringing, or harmful purpose, or in a manner that could damage, disable, overburden, or impair Quanvance's systems or interfere with any other party's use of the Services.

3. Fees, Payment, and Taxes

(a) Fees:

You agree to pay all fees specified in the applicable Service Order(s) or SOW(s). Fees are based on the Services purchased and not actual usage unless otherwise specified.

(b) Payment Terms:

Payment terms (e.g., payment frequency, due dates, accepted methods) will be specified in the Service Order or SOW. Unless otherwise stated, fees are due upon receipt of invoice. Late payments may incur interest charges at the maximum rate permitted by law or a specified rate (e.g., 1.5% per month), whichever is lower.

(c) Taxes:

All fees are exclusive of applicable taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, VAT, Service Tax, GST, Sales Tax) (collectively, "Taxes"). You are responsible for paying all Taxes associated with your purchase and use of the Services, excluding taxes based solely on Quanvance's net income. If Quanvance has the legal obligation to pay or collect Taxes for which You are responsible, the appropriate amount shall be invoiced to and paid by You, unless You provide Quanvance with a valid tax exemption certificate authorized by the appropriate taxing authority.

(d) Suspension for Non-Payment:

Quanvance reserves the right to suspend access to the Services if undisputed payments are overdue, following reasonable notice to You.

4. Intellectual Property Rights

(a) Quanvance IP:

Quanvance retains all right, title, and interest in and to the Services, our website, our methodologies, software, tools, documentation, know-how, and any related intellectual property developed or provided by Quanvance (collectively, "Quanvance IP"). No ownership rights are transferred to You. Quanvance grants You a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services solely for your internal business purposes during the term of the applicable Service Order, subject to these Terms.

(b) Client Data:

As between You and Quanvance, You retain all right, title, and interest in and to the data and information you provide or make accessible to Quanvance in connection with the Services ("Client Data"). You grant Quanvance a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, and use Client Data solely as necessary to provide, maintain, and improve the Services for You in accordanceance with this Agreement and our Privacy Policy.

(c) Feedback:

If You provide any suggestions, feedback, or recommendations regarding the Services ("Feedback"), You grant Quanvance a worldwide, perpetual, irrevocable, royalty-free license to use, modify, and incorporate such Feedback into its Services without any obligation to You.

5. Confidentiality

(a) Definition:

"Confidential Information" means all non-public information disclosed by one party ("Discloser") to the other ("Recipient"), whether orally or in writing, designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Quanvance's Confidential Information includes Quanvance IP and Service pricing. Your Confidential Information includes Client Data.

(b) Obligation:

The Recipient agrees to: (i) use the Discloser's Confidential Information solely to perform its obligations or exercise its rights under this Agreement; (ii) not disclose Confidential Information to any third party except as permitted herein or with Discloser's prior written consent; and (iii) protect Confidential Information using at least the same degree of care it uses for its own similar information, but not less than reasonable care.

(c) Exceptions:

Confidential Information excludes information that: (i) is or becomes publicly known without breach of any obligation owed to the Discloser; (ii) was known to the Recipient prior to disclosure by the Discloser without breach of any obligation; (iii) is received from a third party without breach of any obligation; or (iv) was independently developed by the Recipient without use of or reference to the Discloser's Confidential Information.

(d) Compelled Disclosure:

The Recipient may disclose Confidential Information if required by law or court order, provided the Recipient gives the Discloser prompt written notice (if legally permitted) and reasonable assistance, at the Discloser's expense, in opposing or limiting the disclosure.

6. Data Processing & Privacy

Quanvance's collection and use of Personal Data in connection with the Services is described in our Privacy Policy Privacy Policy, which is incorporated into these Terms. When Quanvance processes Client Data containing Personal Data on Your behalf as part of the Services, Quanvance acts as a Data Processor (or Service Provider), and You act as the Data Controller (or Business/Data Fiduciary). Such processing will be governed by a separate Data Processing Addendum (DPA) if required by applicable law (e.g., GDPR, CCPA/CPRA, DPDPA).

7. Warranties and Disclaimers

(a) Quanvance Warranty:

Quanvance warrants that it will perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services.

(b) Disclaimers:

EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN SECTION 7(a), THE SERVICES AND Quanvance IP ARE PROVIDED "AS IS" AND "AS AVAILABLE." Quanvance SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. Quanvance DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. YOU ACKNOWLEDGE THAT THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF PRIVACY, CONFIDENTIAL INFORMATION, AND PROPERTY.

8. Limitation of Liability

(a) Exclusion of Certain Damages:

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR USE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, HOWEVER CAUSED, AND UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) Cap on Direct Damages:

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY YOU TO Quanvance UNDER THE APPLICABLE SERVICE ORDER(S) DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

(c) Exceptions:

The limitations in Sections 8(a) and 8(b) shall not apply to: (i) a party's obligations under Section 9 (Indemnification); (ii) a party's breach of its confidentiality obligations under Section 5 (Confidentiality); (iii) a party's gross negligence or willful misconduct; or (iv) Your payment obligations under Section 3 (Fees, Payment, and Taxes).

9. Indemnification

You agree to defend, indemnify, and hold harmless Quanvance, its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to reasonable attorney's fees) arising from: (a) your use of and access to the Services in violation of these Terms or applicable law; (b) your breach of any term of this Agreement; (c) your violation of any third-party right, including without limitation any copyright, property, or privacy right; or (d) any claim that Client Data caused damage to a third party. This defense and indemnification obligation will survive these Terms and your use of the Services.

10. Term and Termination

(a) Term:

This Agreement commences on the date You first accept it and continues until all Service Orders or SOWs hereunder have expired or have been terminated. The term of each Service Order/SOW shall be as specified therein.

(b) Termination for Cause:

Either party may terminate this Agreement or an applicable Service Order/SOW for cause: (i) upon 30 days' written notice to the other party of a material breach if such breach remains uncured at the expiration of such period; or (ii) immediately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.

(c) Termination for Convenience:

Either party may terminate this Agreement or a specific Service Order/SOW for convenience with 60 days' prior written notice, subject to any specific terms outlined in the Service Order/SOW (which may include early termination fees).

(d) Effect of Termination:

Upon termination or expiration of this Agreement or a Service Order/SOW: (i) You shall immediately cease all use of the applicable Services; (ii) You shall pay any outstanding unpaid fees accrued prior to the effective date of termination; (iii) Upon your request, Quanvance will make Client Data available for export or download for a period of 30 days, after which Quanvance may delete or anonymize Client Data in its possession, unless legally prohibited. (iv) Sections 3, 4, 5, 7(b), 8, 9, 10(d), 11, and 13 shall survive termination.

11. Governing Law and Dispute Resolution

(a) Governing Law:

• If Your principal place of business is in the United States of America, this Agreement shall be governed by and construed in accordance with the laws of the State of Hawaii and the federal laws of the USA, without regard to principles of conflict of laws.
• If Your principal place of business is in the Republic of India, this Agreement shall be governed by and construed in accordance with the laws of India, without regard to principles of conflict of laws. The courts located in Mumbai, India shall have jurisdiction over disputes arising under this sub-section.

(b) Informal Resolution:

The parties agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement through good faith negotiation for a period of at least 30 days before initiating arbitration or litigation (except for disputes related to intellectual property rights or confidentiality obligations where injunctive relief may be sought).

(c) Binding Arbitration:

• For US-based Clients: Any dispute arising out of or relating to this Agreement that is not resolved informally shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in Honolulu, Hawaii. The language of the arbitration shall be English. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
• For India-based Clients: Any dispute arising out of or relating to this Agreement that is not resolved informally shall be resolved exclusively by final and binding arbitration in accordance with the Arbitration and Conciliation Act, 1996 (as amended). The arbitration shall be conducted by a sole arbitrator mutually appointed by the parties. The seat of arbitration shall be Mumbai, India. The language of the arbitration shall be English. The award of the arbitrator shall be final and binding on the parties.

(d) Class Action Waiver:

The parties agree that any arbitration or litigation shall be conducted in their individual capacities only and not as a class action or other representative action.

12. Changes to Terms

Quanvance reserves the right, at its sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect (e.g., via email or a notification on our website). What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Services after those revisions become effective, You agree to be bound by the revised terms.

13. General Provisions

(a) Entire Agreement:

These Terms, together with the Privacy Policy and any applicable Service Orders, SOWs, SLAs, and DPAs, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior agreements or understandings, written or oral.

(b) Severability:

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

(c) Waiver:

No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and a party's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

(d) Assignment:

You may not assign this Agreement or any rights or obligations hereunder without the prior written consent of Quanvance. Quanvance may assign this Agreement without consent in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.

(e) Notices:

All notices under this Agreement shall be in writing and delivered to the addresses specified in the relevant Service Order or as otherwise updated by either party in writing. Notices to Quanvance should also be sent to the contact address listed below.

(f) Force Majeure:

Neither party shall be liable for any failure or delay in performance under this Agreement (except for payment obligations) due to circumstances beyond its reasonable control, including acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials ("Force Majeure Event").

(g) Relationship of Parties:

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

14. Contact Us / Grievance Officer (India)

If you have questions about this Privacy Policy, wish to exercise your rights, or have a complaint or grievance, please contact us:

Quanvance
Modern Colony, Pune, MH, India 411057
Email: privacy@alohisolutions.com
Phone: +91 0621 7968194