Terms & Conditions
Welcome to Velexan AI. Please read these terms and conditions carefully before using our services. By accessing or using Velexan AI’s services, you agree to be bound by these terms.
Acceptance of Terms
By accessing or using Velexan AI’s services, you agree to comply with and be bound by these terms and conditions, along with any additional agreements or policies that may be provided. Throughout this agreement, “Company,” “Velexan AI,” and “Reo Innovation” may be used interchangeably and refer to the same legal entity.
Services
Velexan AI provides AI-driven development and automation solutions, including but not limited to:
AI Automation Services
Custom AI Development
AI Chatbots & AI Agents
AI Integration & Consulting
Machine Learning & Predictive Models
Web App Development
Mobile App Development
Ecommerce & Custom Software
Development, Delivery & Handover Terms
Velexan AI may provide AI system development, automation workflow development, custom software development, web and mobile app development, UI/UX design, ecommerce implementation, hosting setup, server deployment, integrations, and related digital services.
Deliverables shall be limited only to items specifically mentioned in the signed proposal, quotation, scope document, or invoice.
Any features, pages, integrations, redesign requests, additional revisions, modifications, functionalities, API integrations, third-party tools, migration work, custom coding, or services not expressly mentioned in the approved scope shall be treated as additional work and billed separately.
Verbal discussions, WhatsApp conversations, assumptions, examples, references, screenshots, competitor websites, inspiration links, or informal discussions shall not automatically become part of project scope unless confirmed in writing by Velexan AI.
Velexan AI reserves the right to determine technical implementation methods, model selection, and architecture decisions.
Client Responsibilities
Clients are responsible for:
Providing accurate, complete, and timely information, data, and system access needed for the project
Adhering to Velexan AI’s guidelines and recommendations for optimal service delivery
Ensuring that any content, data, or credentials provided to Velexan AI do not infringe on third-party rights
Below are some responsibilities in detail:
- Commitment to Service Duration
1.1 The Client acknowledges and agrees that AI automation, ongoing support, and retainer-based engagements require consistency and continued collaboration to achieve optimal results.
1.2 Where an engagement is structured as an ongoing retainer, dedicated engineering team, or maintenance/support plan, the Client commits to the minimum service duration specified in the signed proposal (typically one (1) year), unless the proposal states otherwise. Fixed-scope, one-time project engagements are governed by the timeline and terms stated in that project’s own proposal.
1.3 If the Client chooses to discontinue a retainer or ongoing engagement before completing the agreed duration, the Company reserves the right to revoke or modify certain digital assets, including but not limited to:
Website content
AI models, agents, and automation workflows built for the Client
Custom software and application features
Integrations and API connections
Marketing collateral and documentation
Custom-built strategies and architecture
Any other assets developed by the Company for the Client
- Ownership and Removal of Deliverables
2.1 The Company retains ownership rights over any content, designs, AI models, automations, or software assets created until the Client has completed the agreed service duration.
2.2 If the Client discontinues the service before the agreed term or fails to fulfill payment obligations, the Company reserves the right to:
Remove or take down content published under the Client’s name
Disable or deactivate AI agents, chatbots, or automation workflows built for the Client
Deactivate or reclaim any digital assets, including but not limited to integrations, API connections, and hosted applications
Restrict access to any creative designs, source code, strategy documents, or content libraries
2.3 Upon full completion of the agreed term and payment fulfillment, the Client will have full rights to the developed content and assets, subject to licensing and intellectual property agreements.
2.4 Ownership rights transfer only after complete payment and settlement of all dues.
2.5 Velexan AI retains ownership of reusable systems, development methodologies, frameworks, libraries, templates, coding practices, internal tools, automation systems, plugins, and proprietary assets.
2.6 Clients receive ownership only of final approved deliverables specifically created for that project.
- Payment Obligations
3.1 The Client agrees to timely payments as per the mutually agreed pricing plan outlined in the proposal.
3.2 In case of non-payment, partial payment, or delays exceeding fifteen (15) days, the Company reserves the right to:
Pause ongoing development or automation work
Disable published content or deployed AI/software systems
Suspend or terminate services until outstanding dues are cleared
Charge late fees as specified in the proposal
3.3 All project payments shall strictly follow proposal milestones.
3.4 Project delivery, ownership transfer, unrestricted access, source code release, domain transfer, hosting transfer, and administrative rights shall become effective only after complete payment clearance.
3.5 Velexan AI reserves the right to delay, suspend, or restrict handover until outstanding dues are settled.
3.6 Pending invoices beyond seven (7) days may attract late payment charges of 2% per month.
3.7 Failure to clear pending payments may result in temporary access suspension, project hold, delayed support, or legal recovery proceedings.
- Intellectual Property & Usage Rights
4.1 Until full payment and completion of the agreed duration, any materials, code, AI models, or systems created by the Company remain its intellectual property.
4.2 The Client is granted limited usage rights to the deliverables during the contract term.
4.3 Unauthorized reproduction, modification, or resale of Company-created content or systems without written consent is strictly prohibited.
4.4 Client shall not claim ownership of Velexan AI’s internal frameworks, reusable modules, templates, systems, or proprietary technologies.
4.5 Project source files and editable design files shall only be transferred if expressly included in the proposal.
4.6 Working files, drafts, rejected concepts, and internal production materials remain Velexan AI property.
- Service Termination and Breach of Agreement
5.1 If the Client wishes to terminate an ongoing retainer or dedicated-team agreement before the agreed term, they must provide thirty (30) days’ written notice.
5.2 If the Client terminates services before the agreed duration, the Company is entitled to:
Charge an early termination fee
Reclaim content, designs, or digital assets as per the Ownership clause above
Adjust final invoices accordingly
5.3 The Company reserves the right to terminate the contract if the Client engages in unethical business practices, violates legal regulations, or fails to make timely payments.
- Liability and Indemnification
6.1 The Company shall not be liable for any damages resulting from:
The removal or modification of content or systems due to early termination
The Client’s failure to comply with contractual obligations
Delayed or missed payments impacting development or automation work
6.2 The Client agrees to indemnify and hold the Company harmless from any legal claims arising from the misuse of delivered systems or violations of third-party agreements.
- Third-Party Plugins, Licenses, APIs, and Additional Costs
7.1 Any third-party plugins, tools, software, AI model APIs (such as OpenAI or Anthropic), themes, applications, services, or licenses required for the project and specifically mentioned in the proposal shall be arranged and purchased by the Company only, unless otherwise stated in writing.
7.2 The Client shall not purchase, subscribe to, or procure any such third-party plugin, API, license, or paid service on its own for the project unless expressly approved in writing by the Company.
7.3 Where any third-party cost, plugin fee, API usage fee, or license fee is mentioned in the proposal and is to be paid by the Client, such amount shall be the sole responsibility of the Client and shall not be payable, reimbursable, or recoverable from the Company under any circumstances.
7.4 The Company shall not be liable for any third-party charges, renewals, subscription fees, API usage fees, license fees, or related expenses that are paid directly by the Client or incurred outside the Company’s approved purchase process.
7.5 Plugins, subscriptions, API services, themes, or licenses purchased under Velexan AI agency accounts remain agency property.
7.6 Client may be required to purchase separate licenses or API accounts for continued use.
7.7 Velexan AI shall not transfer agency-owned lifetime licenses or bulk subscriptions.
- Modifications and Amendments
8.1 The Company reserves the right to update these terms with prior notice to the Client.
8.2 Any amendments shall be communicated via email or official correspondence.
By signing the proposal, the Client acknowledges and agrees to these Terms and Conditions. Failure to comply with these conditions may result in service suspension or content removal, as outlined above.
Delivery Acceptance
Client shall inspect deliverables within seven (7) calendar days.
If no written issues are reported, the project shall automatically be considered accepted and completed.
Revisions Policy
Revision requests outside approved revision limits may incur additional charges.
Structural changes after approval shall be treated as new work.
Portfolio Rights
Velexan AI reserves the right to display completed work in its portfolio, proposals, social media, presentations, awards, case studies, and marketing material.
Confidential projects may be excluded only if agreed in writing before project commencement.
Data Retention
Velexan AI may retain project backups, communication records, invoices, source files, model/training data used for the project, and project archives for legal, taxation, internal recordkeeping, security, and dispute purposes.
Payment Terms
Payment terms will be outlined in the service proposal.
Upon the successful digital signing of our proposal, clients agree to pay the full amount specified.
Advance payments are required and are non-refundable under any circumstances.
Failure to make timely payments may result in the immediate suspension or termination of services without prior notice.
Intellectual Property
All content, code, AI models, and systems created by Velexan AI, including but not limited to designs, reports, automations, and strategies, remain the intellectual property of Velexan AI unless a different agreement is reached in writing.
In case of conflict between client documents and Velexan AI’s proposal, terms, scope document, or handover policy, Velexan AI’s documents shall prevail unless otherwise agreed in writing by both parties.
Client-issued legal agreements, vendor forms, or procurement documents shall not modify Velexan AI’s proposal terms unless expressly accepted in writing.
Website & System Handover & Transfer Policy
Handover shall occur only after: full payment settlement, signed acknowledgment completion, pending invoices cleared, and required approvals completed.
Deliverables and handover materials shall be limited only to items specifically included in the approved proposal, invoice, or scope of work. Depending on project structure, Velexan AI may provide selected access including website/application administrator credentials, project files, domain-related access (if managed by Velexan AI), documentation, or other agreed deliverables.
Hosting server access, root access, cPanel access, reseller accounts, shared server credentials, complete database environments, infrastructure configurations, internal development environments, agency-owned systems, shared resources, proprietary AI tooling, backup systems, or access affecting other client projects shall not form part of standard handover unless expressly agreed in writing.
Where the Client’s website, application, or AI system is hosted on Velexan AI shared infrastructure or multi-project environments, Velexan AI reserves the right to provide only reasonable project-specific access required for operation of the Client’s system.
If the domain, hosting account, server environment, licenses, plugins, or infrastructure are owned or maintained directly by the Client, Velexan AI shall only transfer or provide access to items under its direct control and agreed project scope.
Handover obligations shall be considered fulfilled once the agreed project-specific deliverables and access rights have been provided.
Velexan AI reserves the right to exclude: internal notes, development environments, internal systems, proprietary frameworks, premium subscriptions, reusable tools, agency-owned software, and internal workflows.
Website Attribution & Branding Rights
Velexan AI may display attribution such as: “Developed by Velexan AI,” “Designed by Velexan AI,” “Powered by Velexan AI.”
Footer credits may remain part of standard project delivery.
Removal, replacement, white-label delivery, or suppression of attribution shall incur additional charges of ₹10,000 plus applicable taxes unless otherwise stated in writing or proposal.
Confidentiality
Velexan AI will treat all client information as confidential. Clients are also required to maintain the confidentiality of Velexan AI’s proprietary information.
Termination
Either party may terminate the contract with written notice.
Upon termination, clients are responsible for settling all pending payments. Failure to do so may result in legal action.
Limitation of Liability
Velexan AI shall not be liable for any indirect, incidental, or consequential damages arising from the use of our services. Clients acknowledge that Velexan AI’s liability is limited to the amount paid for services rendered.
Velexan AI’s total liability shall not exceed the total fees paid by the client.
Non-Solicitation
Client shall not directly hire or solicit Velexan AI employees, contractors, or vendors for twelve (12) months after project completion.
Governing Law
These terms shall be governed under the laws of India. Courts of Ahmedabad, Gujarat shall have exclusive jurisdiction.
Amendments
Velexan AI reserves the right to amend these terms at any time. Clients will be notified of any significant changes. Continued use of our services after such notification constitutes acceptance of the amended terms.
Indemnification
Clients agree to indemnify, defend, and hold harmless Velexan AI from any claims, losses, or damages arising from their use of our services or violation of these terms.
Force Majeure
Velexan AI shall not be liable for any failure to perform its obligations under these terms due to causes beyond its reasonable control, including but not limited to natural disasters, acts of war, or government regulations.
Entire Agreement
These terms and conditions constitute the entire agreement between Velexan AI and the client regarding the subject matter hereof and supersede all prior agreements, representations, or understandings.
By using our services, you acknowledge that you have read, understood, and agree to these terms and conditions. If you have any questions, please contact us at info@hjpmedia.com.