2.1 These Terms & Conditions are incorporated by reference into the Blueprint Agreement. By signing the Blueprint Agreement, the Client confirms it has read, understood, and agreed to be bound by these Terms.
2.2 In the event of any conflict, the signed Blueprint Agreement prevails over these Terms only to the extent of any express, specific variation recorded in it.
2.3 These Terms, together with the Blueprint Agreement and any invoice, constitute the entire agreement between the parties on their subject matter and supersede all prior discussions, proposals, and representations.
3.1 Pithonix will deliver a GCC Setup Blueprint covering:
3.2 The Blueprint is a planning and advisory deliverable. It is not legal, tax, accounting, investment, or regulatory advice, and does not replace the Client's own qualified advisers. Any statutory, tax, or incentive position stated in the Blueprint is indicative and must be confirmed by the Client's advisers against the enacted law applicable at the relevant time.
3.3 Services beyond those in Section 3.1 (including Project Management / Build-Operate-Transfer execution) are the subject of a separate written engagement and are not included in the Blueprint Fee.
4.1 The Blueprint Fee is confirmed by the Client's Pithonix account manager before any payment is initiated. The Setup Management Fee (for a subsequent execution engagement) is disclosed only as an absolute amount within the confidential Blueprint output; its basis and percentage are confidential and are not disclosed in the Agreement or any client-facing document.
4.2 Payment is made by bank transfer to Pithonix AI India Private Limited (account details on the invoice). Goods and Services Tax (GST) at the applicable rate is added for Indian entities; for non-resident clients, taxes are handled per applicable law and the export-of-services position.
4.3 Unless the invoice states otherwise, the Blueprint Fee is payable in full before the full report and the Hidden Intelligence sections are released. Fees are non-refundable except as set out in Section 6.
4.4 Amounts unpaid by the invoice due date may attract interest at 1.5% per month (or the maximum permitted by law, if lower) from the due date until paid.
5.1 The full report is generated within the platform session. Any subsequent Project Management engagement commences within five (5) business days of the signed Agreement and receipt of the initial payment.
5.2 If Pithonix delays the commencement of a contracted PM engagement beyond ten (10) business days (for reasons within Pithonix's control), the Client is entitled to a fee credit of 10% of the Blueprint Fee. This credit is the Client's sole and exclusive remedy for such delay.
6.1 Because the Blueprint is generated and released promptly on payment, the Blueprint Fee is non-refundable once the full report has been released.
6.2 If the Client cancels in writing before the full report is released, Pithonix will refund the Blueprint Fee less any reasonable costs already incurred and a processing charge, at Pithonix's reasonable discretion.
7.1 Blueprint figures are sourced from the NASSCOM India GCC Landscape Report and verified government and market data current at the time of generation. Pithonix warrants directional accuracy within a stated variance band, not exactness.
7.2 If a figure is materially incorrect due to a Pithonix error (and not due to a change in the market, law, exchange rates, or third-party data after generation), Pithonix will revise the affected part of the Blueprint at no additional charge. This is the Client's sole and exclusive remedy for inaccuracy.
7.3 Except as expressly stated, the services are provided "as is" and Pithonix disclaims all other warranties, express or implied, including fitness for a particular purpose.
8.1 Each party will keep the other's Confidential Information confidential and use it only for the Agreement. Pithonix will not share the Client's company name, simulation inputs, or Blueprint outputs with any third party without the Client's written consent.
8.2 Confidentiality does not apply to information that is public through no breach, already known, independently developed, or required to be disclosed by law or regulator (with notice where lawful).
8.3 Confidentiality obligations survive termination for three (3) years; trade secrets are protected for as long as they remain trade secrets.
9.1 On full payment, the Client receives a non-exclusive, non-transferable licence to use its specific Blueprint for the Client's internal purposes.
9.2 The Pithonix methodology, prompt architecture, GOT reasoning engine, HARI framework, corridor intelligence, scoring models, and all underlying tools and know-how remain the exclusive property of Pithonix. Nothing transfers ownership of Pithonix IP to the Client.
10.1 Each party will comply with applicable data-protection law, including India's Digital Personal Data Protection Act, 2023 (DPDPA), in respect of any personal data processed under the Agreement.
10.2 Pithonix processes the limited personal data provided (such as contact details) only to deliver the services and communicate with the Client, and retains it no longer than necessary or as required by law.
11.1 During the engagement and for 90 days after the Agreement date, Pithonix will not onboard a direct competitor of the Client as a GCC client in the same sector-and-city combination.
11.2 During the engagement and for twelve (12) months after, neither party will solicit for employment the other's personnel who were directly involved in the engagement, except through general public advertising.
12.1 Any material change to headcount, city, or function scope after Blueprint delivery requires a revised engagement letter and may attract a revision fee of up to 15% of the original Blueprint Fee.
13.1 Nothing limits liability that cannot be limited by law (including for fraud or death/personal injury caused by negligence).
13.2 Subject to 13.1, neither party is liable for indirect, incidental, special, or consequential loss, or for loss of profit, revenue, business, goodwill, or anticipated savings.
13.3 Subject to 13.1, Pithonix's total aggregate liability arising out of or in connection with the Agreement is limited to the total Fees paid by the Client under the Agreement.
14.1 The Agreement continues until the Blueprint (and any contracted follow-on services) are delivered, unless terminated earlier under this Section.
14.2 Either party may terminate for the other's material breach not remedied within fifteen (15) days of written notice, or on the other's insolvency.
14.3 Termination does not affect accrued rights. Sections 4, 7, 8, 9, 10, 13, 15, and 16 survive termination.
15.1 Neither party is liable for delay or failure caused by events beyond its reasonable control (including act of God, war, epidemic, government action, utility or network failure). The affected party will notify the other and use reasonable efforts to mitigate.
16.1 The Agreement is governed by the laws of India.
16.2 The parties will first attempt to resolve any dispute amicably. Failing resolution within thirty (30) days, the dispute will be referred to arbitration by a sole arbitrator under the Arbitration and Conciliation Act, 1996, seated in Hyderabad, in English. The courts at Hyderabad, Telangana have exclusive jurisdiction for any matter not subject to arbitration.
17.1 Amendments: any variation must be in writing and signed by both parties. Pithonix may update these Terms for future engagements by publishing a new version; the version in force is the one referenced on the signed Blueprint Agreement.
17.2 Assignment: the Client may not assign the Agreement without Pithonix's written consent.
17.3 Notices: notices are given in writing to the email or registered address of the parties. Pithonix: info@pithonix.ai.
17.4 Severability: if any provision is unenforceable, the rest remain in effect.
17.5 No waiver: a failure to enforce a term is not a waiver of it.
17.6 Electronic signature: the Agreement may be signed electronically. The parties acknowledge that, until Pithonix implements a licensed Digital Signature Certificate or Aadhaar eSign, an electronic signature is valid to evidence acceptance but does not carry the presumption under Section 85B of the Indian Evidence Act.