Terms of Service

By using Vistaan services, consulting, or products, you agree to these Terms of Service and any order forms, statements of work, or other written agreements we execute together (collectively, the "Agreement").

If you use our services on behalf of an organization, you confirm that you have the authority to bind that organization to these Terms. If you do not agree to these Terms, you may not access or use our services.

We may update these Terms from time to time. We will notify you of material changes by posting the updated Terms on our website and updating the effective date. Your continued use of our services after such changes constitutes acceptance of the revised Terms.

Scope, timelines, and deliverables are defined in statements of work, order forms, or other written agreements ("SOWs"). Each SOW is incorporated into and subject to these Terms.

Changes to scope, timelines, or deliverables will be mutually agreed upon in writing before work proceeds. We may adjust timelines if dependencies, access, or approvals are delayed by you or third parties.

We will perform services in a professional and workmanlike manner, in accordance with industry standards and best practices. We will allocate appropriate resources and expertise as specified in the relevant SOW.

You are responsible for the accuracy of all information you provide to us and for safeguarding any access credentials we issue to you. You must notify us immediately of any unauthorized use of your accounts.

You will not misuse the services, attempt unauthorized access, interfere with system integrity, or use the services for any illegal or harmful purpose. You agree to comply with all applicable laws and regulations.

You are responsible for obtaining and maintaining all necessary equipment, software, and network connections required to access and use our services, and for ensuring their compatibility with our systems.

Fees and payment schedules are specified in the relevant order form or SOW. Unless otherwise stated, invoices are due within 15 days of receipt. All fees are non-refundable except as expressly provided.

Late payments may result in suspension of services or finance charges as permitted by law. We will provide notice before suspending services for non-payment.

All fees are exclusive of taxes, duties, and other governmental charges. You are responsible for all applicable taxes, including sales, use, and value-added taxes.

You retain all rights to your pre-existing intellectual property and data. Upon full payment of all amounts due, you receive a non-exclusive, perpetual, worldwide license to use the deliverables created specifically for you under an SOW.

We retain all rights to our underlying tools, frameworks, templates, methodologies, and know-how ("Vistaan IP"). Any improvements or modifications to Vistaan IP made during the performance of services remain our property.

Each party grants the other a limited license to use its intellectual property solely as necessary to perform or receive the services during the term of the applicable SOW.

Each party will protect the other's confidential information and use it only to perform its obligations under the Agreement. Confidential information includes business plans, technical data, customer lists, and any information marked as confidential.

Our handling of personal data is described in our Privacy Policy. Where we process personal data on your behalf, we will enter into a data processing addendum that complies with applicable data protection laws.

Confidentiality obligations survive termination of the Agreement for a period of three (3) years, or indefinitely for trade secrets.

We may use vetted subprocessors (e.g., cloud hosting, analytics, communications providers) to deliver our services. A current list of subprocessors is available upon request.

Our use of subprocessors will not reduce the level of protection for your data. All subprocessors are bound by written agreements that require them to maintain appropriate security and confidentiality measures.

We are responsible for the acts and omissions of our subprocessors to the same extent as if we performed the services ourselves.

We warrant that services will be performed in a professional and workmanlike manner in accordance with industry standards. Your sole remedy for breach of this warranty is re-performance of the deficient services.

Except as expressly stated in these Terms, services and deliverables are provided "as is" without warranties of any kind, either express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement.

We do not warrant that the services will be uninterrupted, error-free, or completely secure. You acknowledge that no system is entirely immune from security risks.

To the extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or business opportunities, even if advised of the possibility of such damages.

Each party's aggregate liability arising out of or relating to the Agreement is limited to the total fees paid or payable by you for the services giving rise to the claim in the twelve (12) months preceding the event.

You will indemnify, defend, and hold us harmless from third-party claims arising from your misuse of the services, violation of these Terms, or infringement of any intellectual property or other right of any person.

Either party may terminate the Agreement for material breach if the breach is not cured within 30 days of written notice. We may also suspend services immediately if you violate our acceptable use policies.

Upon termination, you will pay for all work performed to date and all non-cancelable commitments. We will assist with a structured handoff of deliverables and data within a reasonable period.

Sections that by their nature should survive termination will survive, including Intellectual Property, Confidentiality, Warranties and Disclaimers, Liability and Indemnity, and Governing Law.