Terms of Service

These Terms of Service (“Terms”) govern the relationship between Vnayka Ventures LLC (“Company,” “we,” “us,” or “our”), a Texas limited liability company, and any individual or entity (“Client,” “you,” or “your”) that engages us for software development, consulting, or related services. By engaging our services, you agree to be bound by these Terms.

The Company provides custom software development, e-commerce solutions, API and systems integrations, technical consulting, AI and LLM integrations, SaaS MVP development, mobile application development, cloud and DevOps services, and ongoing maintenance and support. The specific scope, timeline, and deliverables for each engagement are defined in a separate Statement of Work (“SOW”) agreed to in writing by both parties.

No work will commence without an executed SOW. Each SOW specifies the project scope, acceptance criteria, payment schedule, and any project-specific terms that supplement or modify these Terms. In the event of a conflict between an SOW and these Terms, the SOW controls.

The Company invoices Clients via Stripe. Invoices are due within fifteen (15) calendar days of the invoice date (“Net 15”). Overdue balances accrue a late fee of 1.5% per month (or the maximum rate permitted by Texas law, whichever is lower) from the due date until paid in full. The Company reserves the right to suspend work on any engagement where an invoice is more than thirty (30) days past due.

Upon receipt of full payment for an engagement, the Client owns all custom-developed deliverables produced specifically for that engagement, including source code, designs, and documentation. The Company retains all rights to general tools, frameworks, libraries, pre-existing code, proprietary methodologies, and know-how used in the course of the engagement that are not specific to Client's deliverables. Nothing in these Terms transfers ownership of third-party open-source or licensed software to Client.

The Company warrants that all deliverables will materially conform to the specifications in the applicable SOW at the time of delivery. The Company's sole obligation under this warranty is to correct material defects reported within thirty (30) days of delivery at no additional charge. Except as expressly stated in this section, all services and deliverables are provided “as is” without warranty of any kind, express or implied, including merchantability, fitness for a particular purpose, or non-infringement.

To the maximum extent permitted by applicable law, the Company's total cumulative liability for any claims arising out of or related to a particular SOW will not exceed the total fees paid by Client under that SOW in the twelve (12) months preceding the claim. In no event will the Company be liable for any indirect, incidental, special, consequential, or punitive damages, even if advised of the possibility of such damages.

Each party agrees to keep the other party's non-public business information, technical data, and trade secrets confidential and not to disclose them to third parties without prior written consent. This obligation survives termination of any SOW for a period of two (2) years.

Either party may terminate an SOW for material breach if the breaching party fails to cure the breach within fourteen (14) days of written notice. Upon termination, Client will pay the Company for all work completed and accepted through the termination date. Sections 5, 6, 7, 8, and 10 survive termination.

These Terms and any SOW are governed by the laws of the State of Texas, without regard to conflict of law principles. Any disputes will be resolved exclusively in the state or federal courts located in Travis County, Texas, and both parties consent to personal jurisdiction in those courts.

We may update these Terms from time to time. Material changes will be communicated by updating the “Last updated” date above and, where practical, by email to active Clients. Continued engagement of our services after the effective date of any changes constitutes acceptance of the updated Terms.

Questions about these Terms may be directed to: vnaykaventures@gmail.com