Terms of Service

These Terms of Service ("Terms", "Agreement") constitute a legally binding agreement between Vysync Technologies Pvt. Ltd. ("Vysync", "we", "us", or "our"), a company incorporated in India that is remote-first and based in Madurai, Tamil Nadu, India, and the customer or commercial entity ("Client", "you") accessing our digital services, commissioning custom software, or subscribing to our software platforms.

Any individualized Statement of Work (SOW), Master Services Agreement (MSA), or Service Level Agreement (SLA) executed between Vysync and the Client shall supersede these general terms in the event of an explicit conflict.

These Terms supersede and replace any prior terms, drafts, or legacy references (including historical references to Delaware law or unregistered entities) regarding Vysync software and platforms.

For clients engaging Vysync for custom website development, mobile application development, enterprise portals, or AI integrations:

• Sprint Delivery Model: Projects proceed under iterative development sprint cycles with defined milestones, sprint demos, and transparent backlog visibility.
• User Acceptance Testing (UAT): Deliverables are subject to a standard 14-calendar-day UAT review period upon handover, during which Client may test functionality against agreed functional specifications.
• Scope & Change Orders: Any modification to baseline project scope, technical architecture, or timelines must be mutually agreed in writing through formal Change Orders with adjusted cost and delivery schedules.

We believe in unequivocal client ownership of custom-built proprietary software solutions:

• Custom Client Deliverables: Upon full and final settlement of all invoiced milestone fees, Client acquires 100% exclusive ownership of custom source code, application assets, designs, database schemas, and business algorithms specifically created for Client under the governing SOW.
• Pre-existing Libraries & Tools: Vysync retains ownership of its pre-existing proprietary boilerplates, architectural templates, AI accelerators, and open-source components. Vysync grants Client a perpetual, worldwide, irrevocable, royalty-free license to use, modify, and deploy such embedded components solely as integrated within the deliverables.
• Client Proprietary Materials: Client retains exclusive ownership of all data, branding, trademarks, confidential documents, and materials provided to Vysync for the performance of services.

For clients subscribing to hosted Vysync cloud platforms (including Vysync HRMS at hrms.vysync.com and Vysync CRM at crm.vysync.com):

• Subscription License Grant: Vysync grants Client a non-exclusive, non-transferable, revocable subscription license to access the hosted platform during the active subscription period.
• Service Availability Target: We target a 99.9% application uptime for hosted cloud tiers, excluding planned maintenance windows communicated with advance notice and upstream infrastructure provider outages.
• Acceptable Use: Users shall not decompile, reverse-engineer, execute unauthorized vulnerability scans, launch automated denial-of-service traffic, or use platform services for unlawful activities.

Certain Vysync products (such as resume fit scoring in Vysync HRMS and sales forecasting in Vysync CRM) utilize artificial intelligence and machine learning algorithms:

• Advisory Decision Support: AI-generated screening scores, candidate rankings, skill summaries, and predictive metrics represent probabilistic estimates based on submitted input data and serve strictly as advisory decision-support aids.
• Human Review Required: Client retains exclusive and final responsibility for evaluating candidate qualifications, verifying credentials, and making all personnel decisions (including hiring, promotion, disciplinary action, and compensation).
• Disclaimer of Employment Liability: Vysync explicitly disclaims all liability for hiring, employment, or operational decisions made by Client in reliance on AI-generated evaluations or recommendations.

Clients utilizing developer APIs or connecting external AI assistants via the Remote Model Context Protocol (MCP) server agree to the following operational parameters:

• Credential Confidentiality: Client is solely responsible for safeguarding API keys, OAuth client secrets, and developer tokens generated within their administrative portal.
• Agent Responsibility: Client assumes full responsibility for all data queries, actions, and transactions initiated by external AI agents or automated scripts connected via Client credentials.
• Fair Use & Rate Limits: Vysync reserves the right to enforce rate limits or throttle abusive API traffic to preserve multi-tenant platform stability and security.

Commercial terms are structured transparently per executed contract milestones:

• Payment Terms: Standard invoices are payable within 15 to 30 calendar days of the invoice date, unless otherwise specified in the governing SOW.
• Applicable Taxes: Invoiced fees exclude applicable statutory taxes (such as Indian Goods and Services Tax / GST), which will be clearly itemized on tax invoices.
• Late Settlements: Invoices unsettled past 30 days of the due date may accrue late interest at 1.5% per month or the maximum permissible statutory rate.

Both parties agree to treat all exchanged non-public business, technical, financial, and architectural information as strictly confidential:

• Duty of Care: Neither party shall disclose Confidential Information to any third party without prior written consent, exercising the same degree of care used to protect its own sensitive assets.
• Permitted Disclosures: Disclosures are restricted to employees, legal counsel, and technical contractors bound by equivalent confidentiality covenants.
• Duration: Confidentiality commitments endure for five (5) years following the conclusion of an engagement, with proprietary trade secrets protected indefinitely.

We stand behind the engineering quality of our deliverables:

• 30-Day Defect Warranty: Vysync provides a complimentary 30-calendar-day warranty following production release covering reproducible defects that deviate from agreed functional specifications.
• Limitation of Liability: To the maximum extent permitted by applicable law, neither party shall be liable for indirect, incidental, punitive, or consequential damages. Vysync's aggregate cumulative liability under any engagement shall not exceed the total fees paid by Client to Vysync in the six (6) months preceding the claim.

Either party may terminate an engagement for material breach upon 30 days written notice if such breach remains uncured. In the event of termination, Vysync will cleanly deliver all completed source code, Git repositories, and assets up to the effective termination date, subject to payment of accrued milestone fees.

These Terms shall be governed by, construed, and enforced in accordance with the laws of India. Any unresolved dispute arising out of or in connection with these Terms shall be resolved first through good-faith executive escalation, followed by binding arbitration in Tamil Nadu, India under the Arbitration and Conciliation Act, 1996.

All formal legal notices, contract inquiries, or licensing requests must be sent by email to sales@vysync.com.