Terms &
Conditions.

1. Definitions

In these Terms & Conditions, unless the context requires otherwise:

• "Company" or "Autonex" means Autonex AI Technologies, its employees, contractors, and authorised representatives.
• "Client" means any individual, sole trader, company, or legal entity engaging or attempting to engage Autonex for services.
• "Services" means any web development, AI automation, consulting, reporting, CRM, content, or related services provided by Autonex.
• "Project" means a specific, scoped engagement of Services as agreed in writing between the parties.
• "Deliverable" means any tangible output, code, design, system, report, or documentation produced under a Project.
• "Agreement"means these Terms & Conditions, together with any project contract, scope document, and invoice issued by Autonex.
• "Force Majeure Event" means any event beyond the reasonable control of a party, including natural disasters, government actions, internet or infrastructure outages, or pandemic.

2. Acceptance of Terms

These Terms apply to all website visitors, prospective clients, and existing clients. A binding agreement is formed when: (a) the Client signs a project contract or scope document; (b) the Client makes any payment to Autonex; or (c) Autonex begins delivering any services at the Client's request. No earlier verbal or written representation shall override these Terms unless expressly incorporated in writing and signed by an authorised representative of Autonex.

3. Services

Autonex provides custom technology services including but not limited to web development, AI sales and support agents, AI lead generation, content systems, CRM automation, AI voice agents, reporting and business intelligence, and document processing.

All services are customised based on the Client's confirmed requirements. Autonex reserves the right to decline any project or client enquiry without obligation to provide reasons.

4. Client Identity, Authority & Representations

By engaging Autonex, the Client expressly warrants and represents that:

• All information provided during enquiry, onboarding, and throughout the engagement is truthful, accurate, and complete
• The Client is a legally constituted individual, partnership, or incorporated entity with the legal capacity to enter into contracts under the Indian Contract Act, 1872
• The person signing any contract or making payment is duly authorised to bind the Client entity
• The Client's business, intended use of services, and provided credentials are genuine
• The Client will promptly notify Autonex of any change in circumstances that affects the accuracy of representations made

5. Project Engagement & Scope of Work

5.1 Commencement

A project commences only after: (a) both parties have agreed on scope in writing; (b) the Client has signed the project contract; and (c) the required deposit has been received and cleared.

5.2 Scope Definition

The agreed scope of work will be documented in a Project Brief or Statement of Work ('SOW') shared before commencement. The SOW is the definitive reference for deliverables, features, and specifications.

5.3 Scope Freeze

Once a project commences, the agreed scope is frozen. New requirements, features, or material changes requested by the Client after commencement constitute scope changes and will be handled under Clause 6.

5.4 Client Cooperation

The Client agrees to provide all required assets (content, credentials, branding, approvals) within 5 business days of request. Failure to do so constitutes a client-caused delay and extends timelines accordingly without penalty to Autonex.

5.5 Project Brief Accuracy

Autonex is entitled to rely on all information provided by the Client in the project brief. If such information proves incorrect, any rework required will be billed as additional work at Autonex's then-current rates.

6. Scope Changes & Additions

Any work requested by the Client that falls outside the agreed SOW — including new features, redesigns, additional integrations, or material changes to agreed specifications — will be treated as a scope change and must be agreed upon in writing before any additional work commences. Scope changes will be quoted and billed at Autonex's then-current hourly rate (minimum ₹5,000 per hour) or as a separately agreed fixed fee. Autonex is under no obligation to perform out-of-scope work without written agreement and additional payment.

7. Revisions Policy

Each project includes up to two (2) rounds of revisions within the originally agreed scope. A 'revision round' is defined as a consolidated, written list of feedback submitted in a single communication. Revision requests must be submitted in writing within 7 calendar days of delivery. Feedback submitted after this window, or feedback that constitutes new requirements, will be treated as a scope change under Clause 6. Additional revision rounds beyond the included two will be billed at ₹5,000 per round or as separately agreed.

8. Payments

8.1 Deposit

A non-refundable deposit of 50% of the total agreed project fee is required before any work commences. Work will not begin until the deposit is received and cleared. The deposit represents a commitment of resources and opportunity cost.

8.2 Final Payment

The remaining 50% balance is due upon project completion and before final Deliverables, source files, or credentials are released to the Client.

8.3 Milestone Payments

For larger projects, milestone-based payment schedules may be agreed in writing. Failure to meet a milestone payment may result in suspension of work until payment is received.

8.4 Late Payment

Balances not paid within 7 days of the due date will incur an interest charge of 2% per month (compounding) on the outstanding amount. Work suspension is automatic at 14 days of non-payment.

8.5 Withholding of Deliverables

Autonex expressly reserves the right to withhold all Deliverables, source code, access credentials, and related assets until full payment has been received and cleared.

8.6 Currency

All amounts are in Indian Rupees (INR) unless expressly stated otherwise in the project contract.

8.7 Taxes

All fees are exclusive of applicable taxes including GST. The Client is responsible for any taxes imposed on them by their jurisdiction. Applicable GST will be charged as per prevailing Indian tax law.

9. Refund Policy

• 9.1 Deposits are strictly non-refundable under all circumstances, including but not limited to the Client changing their mind, business closure, budget cuts, or dissatisfaction with preliminary concepts.
• 9.2 If the Client terminates the project after commencement, all work completed up to the date of termination will be assessed, invoiced at the pro-rata project rate, and payable within 7 days.
• 9.3Partial refunds are solely at Autonex's discretion and will only be considered in extraordinary circumstances where Autonex is demonstrably at fault and has failed to deliver agreed scope after a reasonable remediation period.
• 9.4 Refunds, if approved, will be processed within 14 business days to the original payment method.

10. Timelines & Delays

• 10.1 Project timelines will be outlined in the onboarding document and/or SOW. All timelines are estimates based on timely provision of required information and assets by the Client.
• 10.2 Client-caused delays — including delayed asset provision, approvals, feedback, or payments — automatically extend timelines on a day-for-day basis and do not constitute a breach by Autonex.
• 10.3If a project is placed on hold at the Client's request for more than 30 consecutive days, Autonex reserves the right to: (a) invoice and charge for all work completed to date; (b) treat the project as abandoned; or (c) charge a project re-engagement fee of up to 20% of the total project fee upon resumption.
• 10.4 Force Majeure: Neither party shall be liable for delays caused by a Force Majeure Event. The affected party must notify the other within 5 business days of the onset.

11. Deliverable Approval & Deemed Acceptance

Upon delivery of any Deliverable or milestone, the Client must formally approve or reject it in writing within 7 calendar days. Rejection must be accompanied by specific, written reasons tied to the agreed SOW. Silence, non-response, or failure to provide structured feedback within 7 calendar days shall constitute deemed acceptance of the Deliverable. Autonex shall not be responsible for defects raised after deemed acceptance unless they are material defects present at the time of delivery.

12. Intellectual Property

12.1 Ownership

Upon receipt of full and final payment, all custom Deliverables created specifically for the Client under the Agreement become the exclusive intellectual property of the Client, protected under the Copyright Act, 1957.

12.2 Pre-existing IP

Any pre-existing intellectual property, frameworks, libraries, tools, methodologies, or code developed by Autonex prior to the engagement ('Background IP') remains exclusively the property of Autonex. The Client receives a non-exclusive, non-transferable licence to use Background IP as incorporated in the Deliverable.

12.3 Third-Party Licences

Deliverables may incorporate third-party tools, plugins, APIs, or open-source software. Such components remain subject to their respective licences. Autonex will disclose significant third-party dependencies in the SOW.

12.4 Portfolio Rights

Autonex retains the right to display completed work in its portfolio, case studies, and marketing materials unless the Client explicitly requests confidentiality in writing at project commencement.

12.5 No Transfer Without Payment

No intellectual property, code, or source files are transferred to the Client until full payment has been received. Unauthorised use of Deliverables before full payment constitutes IP infringement under the Copyright Act, 1957.

13. Confidentiality

13.1

Both parties agree to keep confidential all Confidential Information received from the other party. 'Confidential Information' means all business strategies, trade secrets, technical data, client lists, pricing, project details, and other non-public information disclosed in connection with this Agreement.

13.2

Each party shall use Confidential Information solely for the purpose of this Agreement and shall not disclose it to third parties without prior written consent, except to employees or contractors who need to know and are bound by equivalent confidentiality obligations.

13.3

This confidentiality obligation survives the termination of this Agreement indefinitely.

13.4 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of this clause; (b) was already in the receiving party's possession before disclosure; (c) is required to be disclosed by law, court order, or regulatory authority.

13.5 NDA

If either party requires a formal Non-Disclosure Agreement prior to sharing sensitive information, this may be requested before initial consultations and will be provided upon reasonable request.

14. No Guarantees & Disclaimer of Warranties

Autonex warrants that services will be performed with reasonable skill and care and that Deliverables will materially conform to the agreed SOW at the time of delivery. However:

• Autonex does not guarantee specific business results, revenue, growth, lead volumes, or return on investment
• Performance of third-party tools, APIs, platforms, or integrations is outside Autonex's control and cannot be guaranteed
• AI-powered systems may produce variable outputs and are delivered as tools, not as guaranteed solutions
• Search engine rankings, algorithm changes, or platform policy changes are beyond Autonex's control

All other warranties, express or implied, are excluded to the maximum extent permitted by Indian law, subject to your non-excludable rights under the Consumer Protection Act, 2019.

15. Limitation of Liability

15.1

Autonex's total aggregate liability under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid by the Client under the relevant project in the 12 months preceding the claim.

15.2

In no event shall Autonex be liable for:

• Loss of profits, revenue, or business
• Loss of data or corruption of data
• Loss of goodwill or reputation
• Indirect, incidental, special, or consequential damages
• Failure of third-party services, tools, or platforms
• Damages arising from Client's misuse or modification of Deliverables after handover

15.3

Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation, or any other liability that cannot be excluded under the Consumer Protection Act, 2019 or Indian law.

16. Termination

16.1 By the Client

The Client may terminate a project with 14 days' written notice. Upon termination, the non-refundable deposit is forfeited. Work completed up to the termination date will be assessed and invoiced at the pro-rata project rate. All outstanding amounts are due within 7 days.

16.2 By Autonex (With Notice)

Autonex may terminate the Agreement with 14 days' written notice if: (a) the Client repeatedly fails to provide required assets or approvals; (b) the Client's requirements have fundamentally changed beyond the agreed scope; or (c) continued engagement is no longer commercially viable.

16.3 By Autonex (Immediate)

Autonex may terminate the Agreement immediately, without notice and without refund, in the event of: (a) non-payment of any invoice for more than 14 days; (b) material breach of these Terms by the Client; (c) discovery of Client misrepresentation or fraud; (d) abusive, threatening, or harassing conduct toward Autonex personnel; (e) the Client entering insolvency, receivership, or liquidation.

16.4 Effect of Termination

Upon termination for any reason, the Client shall immediately pay all outstanding invoices. All licences are revoked until payment is settled. Autonex retains all completed work until outstanding amounts are paid in full.

17. Prohibited Conduct & Misuse of Services

The Client agrees not to use Autonex's services or Deliverables for any purpose that is unlawful, fraudulent, harmful, or contrary to these Terms. Prohibited conduct includes:

• Using services to facilitate illegal activities, scams, or fraud
• Requesting content or systems that infringe third-party intellectual property
• Reverse engineering, reselling, or sublicensing Deliverables without Autonex's written consent
• Using AI systems built by Autonex to generate spam, misleading content, or harassment
• Making false or defamatory statements about Autonex
• Circumventing payment obligations through chargebacks or fraudulent claims

Any prohibited conduct entitles Autonex to immediate termination of services, forfeiture of all payments, and civil or criminal proceedings as appropriate under Indian law.

18. Dispute Resolution

18.1 Good-Faith Negotiation

In the event of any dispute arising under or in connection with this Agreement, both parties agree to first attempt resolution through good-faith negotiation. Either party may initiate this by sending written notice of the dispute to the other party. The parties will meet (in person or virtually) within 14 days of the notice.

18.2 Mediation

If the dispute is not resolved within 30 days of the written notice, either party may request formal mediation through a mutually agreed mediator. Costs of mediation will be shared equally.

18.3 Legal Proceedings

If mediation fails or either party refuses to mediate, the dispute shall be subject to the exclusive jurisdiction of the courts of Hyderabad, Telangana, India, under the laws of India including the Arbitration and Conciliation Act, 1996 and the Code of Civil Procedure, 1908.

18.4 No Class Actions

Each party waives the right to participate in any class action, collective proceeding, or representative action against the other.

19. Third-Party Services & Integrations

Autonex may integrate third-party platforms, APIs, tools, or services (including Cal.com for scheduling, OpenAI, Google Cloud, Twilio, Vercel, and similar) as part of project delivery. The Client acknowledges that: (a) the availability and functionality of third-party services is beyond Autonex's control; (b) third-party terms of service, pricing, and policies may change; (c) Autonex is not responsible for third-party outages, security incidents, or policy changes; and (d) any third-party subscription or licence costs are the Client's responsibility unless expressly agreed otherwise in writing.

20. Anti-Solicitation

During any engagement and for 12 months following its termination, the Client agrees not to directly or indirectly solicit, recruit, or engage any Autonex employee, contractor, or sub-processor who was involved in the Client's project. A breach of this clause will result in a recruitment fee equivalent to 3 months of the relevant person's last invoiced rate, payable as liquidated damages.

21. Governing Law & Jurisdiction

These Terms & Conditions and all Agreements formed under them are governed by and construed in accordance with the laws of India. The courts of Hyderabad, Telangana shall have exclusive jurisdiction over any dispute arising from or connected with this Agreement. Both parties irrevocably submit to this jurisdiction.

22. Severability

If any provision of these Terms is found by a competent court to be invalid, unlawful, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, it shall be severed. The remaining provisions shall continue in full force and effect.

23. Entire Agreement

These Terms & Conditions, together with any project contract, SOW, and invoice issued by Autonex, constitute the entire agreement between the parties and supersede all prior negotiations, representations, warranties, understandings, or agreements (whether oral or written) relating to the subject matter hereof.

24. Amendments

Autonex reserves the right to update these Terms at any time. Updated Terms will be posted on our website with a revised effective date. For clients with ongoing projects, material changes will be communicated by email. Continued engagement after the effective date of any update constitutes acceptance. If you do not agree to the updated Terms, you must cease use of our services.

25. Production Deployment, Acceptance & Warranty

25.1 Deployment Acceptance

Production deployment of any Deliverable constitutes successful delivery. Following deployment, the Client has 14 calendar days to report critical defects in writing. Defects are defined as functionality failures that directly contradict the agreed SOW. Any issues not reported within this window are deemed accepted, and remediation will be treated as new billable work.

25.2 Post-Deployment Warranty

Autonex provides a 30-day post-deployment bug warrantyfor bugs arising from Autonex's own code within the agreed SOW. This warranty covers:

• Bugs caused by Autonex's code that were present at the time of deployment — fixed at no cost
• Bugs caused by Client-made changes, third-party updates, or scope additions — billed as additional work
• New feature requests, design changes, or enhancements — always billed separately

25.3 Post-Warranty Support

After the 30-day warranty period expires, all maintenance, bug fixes, and support are billable at Autonex's then-current rates, or covered under a separately agreed Maintenance Retainer (see Clause 29).

26. Infrastructure Ownership, Credentials & Hosting

26.1 Infrastructure Ownership

Upon project completion and full payment, ownership of the deployed infrastructure is as follows unless expressly agreed otherwise in writing:

• Client-provided accounts (hosting, domain, DNS, cloud services): owned by the Client
• Autonex-provisioned accounts (where Autonex set up the infrastructure): transferred to the Client upon full payment and completion of handover
• Domain names, DNS records, email accounts, and SSL certificates: owned by whichever party registered them, as documented in the SOW

26.2 Client Credentials Responsibility

The Client is responsible for providing valid, active credentials for all required third-party services (hosting providers, APIs, payment gateways, email platforms, domain registrars) within 5 business days of request. Delays caused by missing, expired, or incorrect credentials extend project timelines accordingly without liability to Autonex.

26.3 Hosting Uptime

After handover, Autonex does not guarantee hosting uptime unless covered under a separately agreed Maintenance Retainer. Hosting uptime, performance, and availability are the responsibility of the Client's chosen hosting provider. Autonex is not liable for third-party hosting outages or disruptions.

27. Backup, Disaster Recovery & Security After Handover

27.1 Backup Responsibility

Unless a Maintenance Retainer covering backups is in place, the Client is solely responsible for maintaining backups of all Deliverables, databases, and infrastructure following handover. Autonex recommends automated daily backups and accepts no liability for data loss after the handover date.

27.2 Disaster Recovery

Disaster recovery planning, restoration procedures, and recovery time objectives are the Client's responsibility after handover. Autonex may assist with recovery work as a separately quoted engagement.

27.3 Security After Handover

Following handover, Autonex is not liable for security vulnerabilities or breaches arising from:

• Client-made modifications to code, configuration, or infrastructure
• Weak or reused passwords or failure to implement multi-factor authentication
• Exposed API keys, credentials, or secrets due to Client actions
• Outdated software, plugins, or dependencies not updated by the Client
• Unauthorised third-party access or modifications
• Insecure server or hosting configuration set up by the Client

28. Maintenance, Support & Retainer Services

28.1 Scope

Maintenance and ongoing support services are not included with project delivery unless expressly agreed in writing. Clients may subscribe to an Autonex Care Retainer for continued support. Retainer services may include: security monitoring, software and dependency updates, AI model optimisation, performance improvements, bug fixes within agreed scope, deployment assistance, backup verification, and monthly health reports.

28.2 Retainer Billing

Retainer fees are billed monthly in advance. Unused support hours expire at the end of each billing period unless otherwise agreed in writing. Emergency work outside the selected retainer plan will be quoted and billed separately.

28.3 Response Times

Under an active retainer, Autonex will use reasonable efforts to meet the following response targets:

Response times apply during Indian Standard Time (IST) business hours (Monday–Friday, 9:00 AM–6:00 PM IST) unless a 24×7 plan is expressly agreed.

28.4 Cancellation

Either party may terminate a retainer agreement with 30 days' written notice. No refunds are provided for unused portions of a prepaid monthly retainer period.

28.5 AI Retainer Services

For AI system deployments, Autonex Care retainer plans may additionally include: prompt engineering optimisation, knowledge base updates, AI accuracy improvements, model version upgrades, token usage optimisation, hallucination monitoring, CRM integration support, and monthly AI performance analytics.

29. Contact & Notices

All legal notices and formal communications under this Agreement must be sent in writing to:

For general enquiries, support, or project communications, email hello@autonexai.org.