Terms of Service

1. Service Overview

Hexiware Consulting Inc. ("Company", "we", "our", or "us") provides consulting services for cloud infrastructure, data engineering, DevOps, and platform engineering. These Terms of Service ("Terms") govern your engagement with Hexiware and establish the rights and obligations of both parties.

2. Engagement Agreement

All service engagements are governed by a separate Master Service Agreement (MSA) or Statement of Work (SOW) between you and Hexiware. In the event of any conflict between this Terms of Service and your MSA/SOW, the MSA/SOW shall take precedence.

• Service scope is defined in the applicable SOW
• Pricing and billing terms are outlined in the SOW
• Timeline and deliverables are mutually agreed upon

3. Payment & Invoicing

All invoices shall be paid within thirty (30) days of invoice date unless otherwise agreed in writing. Late payments will incur a monthly interest charge of 1.5% or the maximum rate permitted by law, whichever is lower. Hexiware reserves the right to suspend services if payment is overdue by 30 days.

4. Intellectual Property

Work product created by Hexiware specifically for you ("Deliverables") shall be owned by you, provided all payments are current. We retain ownership of:

• Pre-existing tools, frameworks, and methodologies
• General concepts, ideas, and know-how developed during the engagement
• Open-source code and third-party components
• Our documentation and processes

5. Confidentiality

Both parties agree to maintain the confidentiality of sensitive information shared during the engagement, including business strategies, financial data, and technical specifications. This obligation survives for two (2) years after the end of the engagement.

Exclusions: Information that is publicly available, independently developed, or required to be disclosed by law.

6. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HEXIWARE SHALL NOT BE LIABLE FOR:

• Indirect, incidental, special, or consequential damages
• Loss of revenue, profit, or business opportunity
• Loss of data or business interruption
• Damages exceeding the total fees paid in the 12 months preceding the claim

The foregoing limitations apply even if Hexiware has been advised of the possibility of such damages.

7. Warranties & Disclaimers

Hexiware warrants that:

• Services will be performed in a professional and workmanlike manner
• Our engineers possess the skills and experience stated in our proposal
• Deliverables will not infringe third-party intellectual property rights

EXCEPT AS EXPRESSLY STATED, HEXIWARE MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8. Termination

Either party may terminate the engagement with written notice:

• For cause (material breach not cured within 30 days)
• For convenience (with 30 days written notice)

Upon termination, all outstanding invoices become immediately due. You remain liable for all work completed up to the termination date.

9. Indemnification

You agree to indemnify and hold Hexiware harmless from any claims, damages, and costs (including reasonable attorneys' fees) arising from:

• Your use of deliverables outside the scope of the engagement
• Your modification of deliverables without our consent
• Your failure to implement our recommendations

10. Dispute Resolution

Any disputes arising from these Terms shall be governed by the laws of Ontario, Canada. Both parties agree to attempt good-faith negotiation before pursuing legal action. If litigation is necessary, it shall be resolved in the courts of Toronto, Ontario.

11. Changes to Terms

We may update these Terms from time to time. Continued engagement after posting changes constitutes acceptance of the updated Terms.

12. Contact Information

For questions regarding these Terms, contact us at: