Terms & Conditions
The terms governing Vortiqo's services, delivery responsibilities, payment arrangements, and client engagements.
Terms & Conditions document
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Master Agreement & Commercial Terms
Doc ID: VOR-LGL-2026-TNC-v2 • Classification: CONFIDENTIAL & LEGALLY BINDING
These terms and conditions (“Terms”) form an integral part of and are to be read in conjunction with the main Agreement executed between Vortiqo Technologies Private Limited (“Vortiqo”) and The “Client”. In the event of any conflict between these Terms and the main Agreement, these Terms shall prevail with respect to matters relating to payment, default, recovery, damages, security retention, and legal enforcement.
General Terms of Service
§ 1.0 Service Provision and Delivery
Your use of Vortiqo's services, platforms, architectures, and technical deliverables is provided on an “as is” and “as available” basis with no representations or warranties of any kind, either expressed or implied, except as expressly set forth in an executed Statement of Work (SOW). You assume total responsibility and risk for your organization's usage of these services.
§ 2.0 Usage Restrictions & Intellectual Property Boundaries
You agree not to duplicate, reverse-engineer, decompile, resell, or exploit any portion of Vortiqo's proprietary frameworks, code repositories, internal tooling, or deliverables without the express written permission of Vortiqo Technologies Private Limited.
You agree not to export, scrape, or collect by any electronic means data, email addresses, or architecture configurations of our systems, nor act in any way that risks damaging, degrading, overloading, or disabling Vortiqo's cloud networks and compute infrastructure.
§ 3.0 Warranties and Disclaimers
Vortiqo Technologies makes no warranties regarding:
- Uninterrupted or 100% error-free operation beyond upstream hyperscale cloud vendor SLAs (Microsoft Azure, AWS, GCP);
- Incompatibilities caused by legacy third-party software, libraries, or unpatched client hardware;
- Specific business revenue or commercial outcomes not expressly warranted in writing.
§ 4.0 Limitation of Liability
To the maximum extent permitted by applicable Indian law, Vortiqo Technologies and its affiliates shall not be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages (including loss of data, loss of business, or commercial disruption).
Annexure — Payment, Liability & Insolvency Terms
Article 1: Payment Terms & Delayed Interest15-Day Net / 24% p.a.
- All invoices raised by Vortiqo are payable within fifteen (15) days from the date of invoice unless otherwise agreed in writing.
- Delay in payment beyond the due date shall attract interest at the rate of 24% (twenty-four percent) per annum, calculated on a daily basis until the date of realization.
- Non-payment beyond forty-five (45) days from the date of invoice shall constitute a payment default and a material breach of the Agreement.
- Vortiqo reserves the right to suspend or terminate services until all outstanding dues are cleared.
Article 2: Right to Initiate Insolvency Proceedings (IBC 2016)
If the Client fails to discharge its undisputed payment obligations to Vortiqo, Vortiqo shall have the unrestricted right to initiate Corporate Insolvency Resolution Proceedings (CIRP) against the Client under Section 7 or Section 9 of the Insolvency and Bankruptcy Code, 2016 (IBC) before the National Company Law Tribunal (NCLT).
The Client acknowledges that such default shall constitute an operational debt under the IBC, and shall not be subject to dispute unless the full amount has been paid prior to filing. The Client expressly waives its right to raise frivolous disputes or counterclaims to delay or obstruct recovery or insolvency action.
Article 3: Personal Guarantee of Director
The Client's Director hereby provides an irrevocable and unconditional personal guarantee (“Guarantor”) for the due payment of all sums payable by the Client to Vortiqo under the Agreement. The Guarantor's liability shall be joint and several with that of the Client.
In the event of default, Vortiqo shall have the right to recover dues directly from the Guarantor without first proceeding against the Client. In case of continued non-payment, Vortiqo may initiate personal insolvency proceedings under Part III of the Insolvency and Bankruptcy Code, 2016, and seek attachment or sale of the Guarantor's personal assets to satisfy the claim.
Article 4: Valuation of Claim & Indemnity
For any recovery or insolvency proceedings, the total claim value shall comprise:
- The principal amount due;
- Interest accrued at 24% per annum till full realization; and
- Liquidated damages equivalent to the unpaid principal amount, representing opportunity loss, administrative, and reputational costs.
The Client and Guarantor acknowledge this as a pre-estimated genuine loss, binding and enforceable subject to verification by the adjudicating authority. The Client and Guarantor shall jointly and severally indemnify and hold harmless Vortiqo from any loss, expense, or legal fee incurred.
Article 5: Valuation of Claim and Penalties ScheduleStandardized Contractual Schedule
| S.No | Particulars | Basis / Description | Amount (INR) |
|---|---|---|---|
| 1 | Principal Outstanding | Total unpaid invoice(s) due from Client to Vortiqo as per Agreement | As per actuals |
| 2 | Contractual Interest | Interest at 24% per annum from the invoice due date till full realization | As applicable |
| 3 | Liquidated Damages – Opportunity Loss | Fixed at 50% of unpaid principal | As applicable |
| 4 | Reputational & Market Impact Damages | Reputational harm and client acquisition loss | ₹20,00,000 |
| 5 | Administrative & Recovery Costs | Cost of follow-ups, correspondence, administration | ₹10,00,000 |
| 6 | Legal & Enforcement Costs | Legal notices, arbitration, insolvency representation | ₹15,00,000 |
| 7 | Technology Resource Lock-In Damages | Idle or diverted technical resources | ₹25,00,000 |
| 8 | Delay Penalty – Long Overdue Account | Penalty for default beyond 60 days | ₹10,00,000 |
| 9 | Data & IP Protection Charge | Backup and data protection costs | ₹10,00,000 |
| Total (exclusive of invoice principal & 24% interest): | ₹1,05,00,000 | ||
Article 6: Dispute Resolution and Arbitration
Any dispute arising out of these Terms shall be first resolved amicably within fifteen (15) days of written notice. Failing amicable settlement, the dispute shall be referred to arbitration under the Arbitration and Conciliation Act, 1996. The arbitrator shall be appointed solely by Vortiqo Technologies Pvt. Ltd.
The seat and venue of arbitration shall be Bengaluru, Karnataka, India. Proceedings shall be conducted in English, and costs shall be borne entirely by the Client and/or Guarantor. Vortiqo may seek interim relief before competent courts at Bengaluru.
Article 7: Security Retention and Ownership Clause
- All deliverables, code, documentation, and materials remain the sole property of Vortiqo until full payment is received.
- Vortiqo reserves the right to withhold source code, access credentials, or deployments until settlement of all dues.
- Unauthorized use of Vortiqo's materials during default constitutes willful infringement.
- Ownership transfers only upon written confirmation of full payment by Vortiqo.
Article 8: Confidentiality and Non-Interference Clause
All confidential or proprietary information disclosed by Vortiqo must be kept confidential by the Client. The Client shall not solicit or engage Vortiqo's employees or interfere with its business for two (2) years post-agreement. During disputes or defaults, the Client shall cease using Vortiqo's code or IP until resolution. Any breach shall attract liquidated damages of ₹25,00,000 per instance.
Article 9: Formal Acknowledgment & Enforceability
By executing the main Agreement or engaging Vortiqo's services, the Client and Guarantor acknowledge and agree to the full enforceability of these Terms, including Vortiqo's rights to initiate insolvency, arbitration, and recovery actions without further notice.
Vortiqo Technologies Pvt. Ltd.
Intec, Bengaluru, Karnataka – 560029, India