Terms and ConditionS

Effective Date: January 2, 2025

These Terms and Conditions (the "Agreement") govern the access and use of services provided by Hupe AI (OPC) Pvt. Ltd. ("Hupe AI"), a company incorporated under Indian laws, with its principal office located at Flat 4A, B/44/H/3 Barwaritala Road, Beleghata, Kolkata, West Bengal, PIN Code: 70001, India, contact number: +91 8910849009, and email: contact@gohupeai.com. This Agreement is effective as of the date the client (the "Client") agrees to these terms. By accessing or using Hupe AI's services, the Client agrees to be bound by this Agreement.

1. Definitions

Services: The services provided by Hupe AI include but are not limited to artificial intelligence research, development, implementation, and support.

Client: Any individual, organization, or entity that has contracted with Hupe AI for the use of its services.

Domestic Clients: Clients located within India.

International Clients: Clients located outside India.

2. General Terms for All Clients

Services Provided: Hupe AI agrees to provide the Client with artificial intelligence-based services, including research, development, consulting, implementation, and support as per the specific terms agreed upon between Hupe AI and the Client.

Payment Terms:

Payments for services must be made according to the agreed schedule outlined in the contract or invoice.

Payments may be made via wire transfer, credit card, or any other mutually agreed method.

All payments are subject to applicable taxes and fees.

Intellectual Property:

All intellectual property rights related to the services, including but not limited to software, code, algorithms, models, and documentation developed by Hupe AI, remain the sole property of Hupe AI unless otherwise agreed upon in writing.

The Client is granted a non-exclusive, non-transferable license to use the deliverables solely for the purposes outlined in the agreement.

Confidentiality: Both parties agree to maintain confidentiality regarding proprietary information, trade secrets, and any confidential business information shared during the course of the engagement.

Data Privacy: Hupe AI will protect all client data in compliance with applicable data protection regulations. Personal data will not be shared or sold to third parties without prior consent, except as necessary for the performance of services.

Force Majeure: Neither party will be held liable for failure to perform due to causes beyond their reasonable control (e.g., natural disasters, technical failures, or war).

3. Domestic Client (India) Specific Terms

Jurisdiction and Governing Law:

This Agreement shall be governed by and construed in accordance with the laws of India.

Any disputes arising from or related to this Agreement shall be subject to the exclusive jurisdiction of the courts located in Kolkata, West Bengal.

Taxes:

Clients are responsible for paying all applicable Goods and Services Tax (GST) or any other taxes that may apply in India.

Indemnity:

The Client agrees to indemnify and hold harmless Hupe AI, its directors, employees, and affiliates from any claim, loss, or damages arising from the Client’s use of the services.

4. International Client Specific Terms

Jurisdiction and Governing Law:

This Agreement shall be governed by and construed in accordance with the laws of India, but the Client agrees to submit to the exclusive jurisdiction of the courts of Kolkata, West Bengal, India for resolving any disputes.

Taxes:

International Clients are responsible for paying any applicable customs duties, local taxes, or other fees required by their country.

Hupe AI will not be responsible for any VAT, sales tax, import duties, or other taxes imposed by the Client’s country.

Currency and Payment:

Payments for international clients will be made in Indian Rupees (INR) unless otherwise agreed. Exchange rate risks and fees are the responsibility of the Client.

All wire transfers or payments from international clients should be made in accordance with the bank’s requirements for cross-border transactions.

Compliance with Local Laws:

International Clients must ensure that their use of the services complies with local laws, regulations, and import restrictions.

Hupe AI does not assume responsibility for services or products once they are delivered outside of India.

Shipping and Delivery:

For services that require physical shipment, such as hardware or documents, international shipping charges, customs fees, and related costs will be borne by the Client.

Data Protection and Cross-Border Data Transfer:

By using Hupe AI’s services, the Client acknowledges that personal data may be transferred and stored across borders, including within India. The Client must comply with their country’s data protection laws when sharing data with Hupe AI.

Currency Exchange:

The Client shall bear any costs related to currency conversion for international payments.

Language:

The primary language of communication shall be English. All documentation, reports, and contracts will be provided in English unless otherwise specified.

5. Limitation of Liability

Limitation on Damages: Hupe AI's liability for any claim related to the services will be limited to the amount the Client paid for the services during the last 12 months.

No Liability for Indirect Damages: Hupe AI will not be liable for any indirect, incidental, or consequential damages arising from the use of the services, including but not limited to lost profits, business interruption, or data loss.

6. Termination

Termination by Client: The Client may terminate the agreement with prior written notice as specified in the contract. Any advance payments made will not be refunded unless agreed otherwise.

Termination by Hupe AI: Hupe AI reserves the right to terminate the agreement immediately if the Client violates any terms or fails to make payments within the stipulated period.

Effect of Termination: Upon termination, all unpaid amounts become due immediately, and the Client must cease using the services and return all proprietary materials.

7. Amendments

Hupe AI reserves the right to modify or amend these Terms and Conditions at any time. Such modifications will be communicated to the Client, and the Client’s continued use of the services will constitute acceptance of the new terms.

8. Contact Information

For any queries regarding these Terms and Conditions or our services, the Client may contact Hupe AI via:

Email: contact@gohupeai.com

Phone: +91 8910849009

By engaging with Hupe AI, the Client acknowledges that they have read, understood, and agreed to these Terms and Conditions.