Terms of Service.

1. Agreement and who may use our services

These Terms of Service ("Terms") are a binding agreement between you and veli(Q Lab, a business registered in India ("veli(Q Lab", "we", "us"). They apply to your use of veliqlab.com, our AI assistant Primues, and the software, AI systems and professional services we provide (together, the "Services").

By using the Services you agree to these Terms and to our Privacy Policy. If you accept for an organisation, you confirm that you have authority to bind it, and "you" means that organisation. The Services are for business use only and are not offered to consumers. You must be at least 18 years old and legally able to enter into a contract. If you do not agree, do not use the Services.

2. Written agreements and order of precedence

We may agree a proposal, statement of work, order form or master services agreement with you in writing (an "Order"). If an Order is signed by both parties, it prevails over these Terms where they conflict, and these Terms fill any gap the Order leaves. Nothing on this website, in a quotation or in a conversation with Primues is an offer capable of acceptance, and no commitment on price, scope, timeline or results exists until an Order is signed by an authorised person on our side.

3. The Services and illustrative content

Information about our products, roadmap, levels of autonomy, examples, figures, workflows and calculator results on this website is illustrative and general. Products described as planned, in development or in production may change, be delayed, be renamed or be discontinued, and nothing on the website is a promise to deliver a particular product or feature. Actual outcomes depend on your data, systems, processes and people. Third-party statistics are cited from their sources and we do not guarantee them.

4. AI systems and your responsibilities

• AI can be wrong. Outputs from Primues and from any AI system are generated by probabilistic models and may be inaccurate, incomplete, out of date or unsuitable. They are not legal, financial, tax, medical, engineering or other professional advice.
• Human oversight is yours. You are responsible for deciding what authority an AI system has in your organisation, for reviewing outputs before relying on them, and for decisions and actions taken using them. Where we configure approvals or limits, they reduce risk but do not remove it.
• Lawful use and inputs. You are responsible for the data, instructions and content you provide, for having all rights and consents needed to provide them, and for using the Services in compliance with the laws that apply to you, including data-protection and sector rules.
• Chat conversations. Please do not share passwords, payment card numbers or sensitive personal data with Primues.
• Client data. Where we process your personal data on your behalf, we act as your processor and will agree data-processing terms with you in the Order.

5. Project terms for paid engagements

Unless an Order says otherwise, the following apply to any paid project or subscription:

• Scope and changes. Work is limited to the scope in the Order. Changes are made only by written agreement and may change fees and timelines.
• Your cooperation. You will provide timely access, information, decisions and approvals. Delays caused by you extend our timelines and may increase fees.
• Fees and taxes. Fees are stated in the Order and are exclusive of applicable taxes, including GST, which you will pay in addition. Invoices are payable within 15 days of the invoice date unless the Order says otherwise. Overdue amounts carry interest at 1.5% per month, or the highest rate the law allows if lower, and we may suspend the Services on notice until paid. Withholding taxes are your responsibility and amounts must be grossed up so that we receive the full fee. Fees are non-refundable except as the Order states.
• Acceptance. Deliverables are treated as accepted unless you give written notice of a material non-conformity within 10 business days after delivery, and we will correct a notified non-conformity within a reasonable time. That correction is your sole remedy for it.
• Third-party components. The Services depend on third-party models, platforms and tools. We do not control them, their availability, pricing or changes, and their own terms apply. We are not liable for their acts or failures.
• Term and termination. Either party may end an Order for the other's material breach that is not fixed within 15 days of written notice. We may suspend or end access immediately if you breach section 7 or 14, if continuing would expose us to legal risk, or if you do not pay. On termination you will pay for work performed and committed costs up to the termination date.
• Pilots, betas and planned products. Anything labelled pilot, beta, preview, in development or planned is provided as is, without commitments, and may be changed or withdrawn at any time.

6. veli(Q CRM subscriptions

These terms apply in addition to the rest of these Terms whenever you or your organisation use veli(Q CRM at crm.veliqlab.com or any of its features (the "CRM").

• Accounts and workspaces. Your organisation's administrator creates and manages the workspace, invites users and sets their roles. You are responsible for all activity under your organisation's accounts, for keeping credentials confidential, for removing users who should no longer have access, and for using the security features we offer, such as two-factor authentication. Tell us promptly at office@veliqlab.com if you suspect unauthorised access.
• Customer Data. Your organisation owns its Customer Data and is responsible for it: for having the notices, consents and lawful grounds needed to store contact details and other personal data in the CRM, for the accuracy and legality of imports, and for complying with marketing, anti-spam, telecommunications and data-protection laws when it contacts people. We act as your data processor. We process Customer Data only to provide the CRM on your instructions, as the Privacy Policy describes, and we will sign a data-processing agreement on request.
• Permitted use. The CRM is for your organisation's internal business use. You must not resell or sublicense it, share accounts, store content that is unlawful or malicious, or store data the CRM is not designed for, such as payment card numbers, government identity numbers, health records or other special categories of personal data, unless we have agreed to it in writing.
• AI features. The CRM includes optional AI features. When a user uses one, the relevant text and CRM records are sent to an AI model provider to produce the result, as the Privacy Policy describes. Your administrators decide whether AI features are enabled for your workspace and for which people, and you are responsible for that choice and for deciding what data is appropriate to process this way. AI outputs can be wrong, so review them before relying on or sending them, and any action an AI feature proposes is taken at your direction. We may apply usage limits or credits to AI features.
• Connected accounts. If you connect a mailbox, calendar, payment account or other third-party service, you confirm you are authorised to do so and that your use of that service stays subject to its own terms. We are not responsible for the third party's service, and you may disconnect at any time.
• Availability and changes. We aim to keep the CRM available and secure, but we do not promise uninterrupted or error-free service or any particular uptime unless an Order says so. We may perform maintenance, update, add, change or remove features, and apply reasonable usage limits. We will give reasonable notice of a change that materially reduces core functionality.
• Export and deletion. You may ask us to export your Customer Data in a common format. After the subscription ends, we keep the data available for export for at least 30 days and then delete it from live systems. Backups leave the backup cycle in the ordinary course. Please make your own copies of anything you cannot afford to lose.
• Suspension. We may suspend an account or workspace immediately to stop a security threat, to comply with law, for breach of section 7 or section 14, or for non-payment, and we will restore it when the cause is fixed.
• Plans and fees. Plans, user limits and prices are stated in your Order or at the time you subscribe. Section 5 applies to fees and taxes.

7. Acceptable use

You must not, and must not permit anyone else to:

• use the Services for anything unlawful, harmful, fraudulent, deceptive, defamatory or that infringes others' rights;
• use the Services to build, train or improve a competing product or to benchmark them for publication without our written consent;
• probe, scan, disrupt or attempt unauthorised access to our systems, bypass security or rate limits, or introduce malware;
• manipulate Primues or any AI system to produce harmful content, to reveal confidential instructions or data, or to act beyond its authority;
• scrape, copy, reverse engineer, decompile or extract source code, models or prompts, except to the extent the law does not allow this restriction;
• use the Services in violation of sanctions, export-control or anti-corruption laws, or for weapons, surveillance of individuals without lawful basis, or any use prohibited by the providers of underlying models; or
• send spam or unlawful communications through the Services.

We may remove content, restrict access or suspend use that we reasonably believe breaches this section. If you find a security vulnerability, please report it in good faith to office@veliqlab.com and give us reasonable time to fix it before disclosing it.

8. Intellectual property

Ours. The website, software, models, prompts, workflows, tools, templates, documentation, know-how, designs and the veli(Q, Primues and related names, logos and marks (together our "Materials") belong to us or our licensors. We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Services and any Materials we provide for your internal business purposes and in line with these Terms and the Order. We reserve all other rights.

Yours. You keep ownership of your data and of content you provide ("Client Data"). You grant us a licence to use Client Data only to provide and secure the Services for you, and to create aggregated, de-identified statistics that do not identify you or any person.

Deliverables. Subject to full payment, we assign to you our rights in the bespoke deliverables identified as such in the Order, excluding our Materials, pre-existing items, general know-how and any third-party components, which we license to you on the terms of the Order. Nothing stops us from using general skills, ideas and techniques we learn in the course of the work, or from building similar solutions for others, without using your confidential information.

Feedback. If you give us suggestions or feedback, you grant us a perpetual, worldwide, royalty-free licence to use it without obligation to you.

9. Confidentiality

Each party will keep the other's non-public business, technical and commercial information confidential, use it only for the purposes of the Services, and disclose it only to personnel and advisers who need it and are bound by confidentiality. This does not apply to information that is public through no fault of the recipient, was already lawfully known, is independently developed or is lawfully received from a third party, or that must be disclosed by law or by a court or regulator (with prompt notice where lawful). This obligation continues for three years after the Services end, and indefinitely for trade secrets and personal data.

10. Third-party services and links

The Services link to and work with third-party services, including LINE, cloud providers, AI model providers and our CRM at crm.veliqlab.com. We do not control and are not responsible for them, for their content or for how they handle your data. Your use of them is governed by their terms and privacy policies.

11. Disclaimers

To the fullest extent permitted by law, the Services and the website are provided "as is" and "as available". We disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, title, non-infringement, accuracy, uninterrupted or error-free operation, and any warranty arising from course of dealing or usage. We do not warrant that AI outputs are correct or that the Services will achieve any particular result, saving, revenue or compliance outcome.

12. Limitation of liability

To the fullest extent permitted by law:

• we will not be liable for any indirect, incidental, special, consequential, exemplary or punitive loss, or for loss of profit, revenue, goodwill, anticipated savings, business or data, however caused and on any legal theory, even if told it was possible; and
• our total aggregate liability arising out of or in connection with the Services and these Terms will not exceed the fees you paid to us for the Services giving rise to the claim in the 12 months before the event first giving rise to liability, or, if you have paid us no fees, INR 10,000.

These limits apply to all claims together, whether in contract, tort (including negligence), under statute or otherwise, and they reflect the price and risk allocation between us. Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for fraud or wilful misconduct, or for death or personal injury caused by negligence where applicable law does not allow its exclusion.

13. Indemnity

You will defend, indemnify and hold harmless veli(Q Lab, its owners, partners, directors, employees and contractors against all claims, losses, liabilities, damages, penalties and expenses (including reasonable legal fees) arising out of or related to: your breach of these Terms or the Order; Client Data or content you provide, including any claim that it infringes rights or was collected or used unlawfully; your use of AI outputs or of the Services in breach of law; or your violation of the rights of any person. We will notify you of a claim promptly, and you will not settle a claim that imposes an obligation on us without our written consent.

14. Compliance, sanctions and export controls

Each party will comply with the laws that apply to it, including anti-bribery and anti-corruption laws such as India's Prevention of Corruption Act, 1988. You confirm that you and your owners are not subject to sanctions administered by India, the United Nations, the European Union, the United Kingdom or the United States, that you will not use the Services in or for a sanctioned country or person, and that you will not export or re-export the Services in breach of export-control law. We may suspend the Services immediately if we reasonably believe any of this is untrue.

15. Events beyond our control

We are not liable for delay or failure caused by events beyond our reasonable control, including natural disaster, epidemic, war, terrorism, civil unrest, government action or change of law, power or internet failure, cyber-attack, labour disputes, and outages or changes by third-party providers (including model, cloud and messaging platforms). Our time for performance is extended for as long as the event lasts.

16. Governing law and dispute resolution

Governing law. These Terms, every Order and any dispute or claim arising out of or in connection with them or the Services (including non-contractual disputes) are governed by the laws of India, without regard to conflict-of-law rules.

Negotiation first. The parties will first try in good faith to resolve a dispute by written notice and discussion for 30 days.

Arbitration. A dispute not resolved in that time will be finally settled by binding arbitration under the Arbitration and Conciliation Act, 1996, before a sole arbitrator appointed by agreement between the parties or, failing agreement within 15 days, appointed by the court under that Act. The seat and venue of arbitration is Mumbai, India, the language is English, and the award is final and binding and may be enforced in any court of competent jurisdiction. The proceedings and award are confidential, except as needed to enforce or challenge the award or as the law requires. The arbitrator may award costs to the successful party.

Courts. Subject to the above, the courts at Mumbai, India have exclusive jurisdiction over applications in support of arbitration, interim relief and enforcement. We may in addition seek injunctive or equitable relief in any court of competent jurisdiction to protect our intellectual property, confidential information or security.

Individual claims. To the extent permitted by law, disputes will be resolved only on an individual basis and not as a class, collective or representative action.

17. General

• Entire agreement. These Terms, the Privacy Policy and any Order are the entire agreement on their subject and replace earlier discussions and proposals. Your own purchase terms do not apply.
• Severability and waiver. If a provision is held invalid or unenforceable, the rest remains in effect and the provision will be enforced to the maximum extent allowed. A failure to enforce a right is not a waiver of it.
• Assignment. You may not assign or transfer these Terms without our written consent. We may assign them to an affiliate or a successor to the business, including on incorporation or restructuring of the business.
• Relationship. The parties are independent contractors. There is no partnership, agency, employment or joint venture, and nobody may bind the other.
• No third-party rights. Only the parties have rights under these Terms.
• Notices. Notices to us must be sent in writing to office@veliqlab.com. We may give notice to you at the email address you gave us or by posting on the website. Notices by email take effect when sent, unless a delivery failure message is received.
• Survival. Provisions that by their nature should survive termination will survive, including sections on fees, intellectual property, confidentiality, disclaimers, liability, indemnity and dispute resolution.
• Language. The English version prevails over any translation.
• Mandatory law. If a law that cannot be waived gives you rights that these Terms purport to limit, those rights apply only to that extent.

18. Changes to these Terms

We may update these Terms from time to time. We will post the updated version here with a new effective date, and give notice of material changes by email or on the website. Changes apply from the effective date and do not change an Order already in force unless both parties agree. Continued use of the Services after the effective date means you accept the updated Terms.

19. Contact