Clear Usage Guidelines for Our Products, Platforms & Services

These Terms of Service outline the legal framework governing your use of Xotiv Technologies’ websites, software solutions, and consulting services.

By accessing our services, you agree to abide by our usage policies, responsibilities, warranties, liabilities, and compliance requirements as defined herein.

Our goal is to provide transparent, predictable, and mutually beneficial service commitments.

Terms of Service

Last Updated: Dec 01, 2025

Legal Entity: Xotiv Technologies Pvt Ltd

Corporate Address: A-152, Sector-63, Noida, Uttar Pradesh – 201301, India

Jurisdiction: India (Companies Act, 2013)

Contact: privacy@xotiv.com

Introduction

These Terms of Service (“Terms”) constitute a legally binding agreement between Xotiv Technologies Pvt Ltd (“Xotiv,” “we,” “our,” or “us”) and any client, customer, partner, end user, or authorized representative (“you” or “Client”) who engages with our technology services, software development solutions, consulting offerings, digital platforms, or any related deliverables (collectively, the “Services”).

By accessing, purchasing, or using any Xotiv Services, you acknowledge that you have read, understood, and agreed to these Terms. If you do not agree, you must discontinue using all Xotiv Services immediately.

These Terms are designed to ensure transparency, legal compliance, operational integrity, and mutual accountability in all engagements—aligned with global compliance frameworks, including GDPR, HIPAA (where applicable), and SOC 2 (Trust Services Criteria).

Scope of Services

Xotiv offers a broad spectrum of technology and consulting services, including but not limited to:

Custom software development
Web, mobile, and cloud application development
UX/UI design
QA automation and DevOps
AI/ML and data engineering
Salesforce services
Staff augmentation and offshore delivery
IT consulting and digital transformation advisory
Ongoing support and managed services

The specific deliverables, timelines, pricing, and responsibilities will be defined in the Master Services Agreement (MSA), Statement(s) of Work (SOWs), Work Orders, or Project Contracts signed between both parties.

Client Responsibilities

To ensure effective delivery and operational continuity, the Client agrees to:

Provide Accurate Information

All business, technical, and legal information shared must be complete and accurate.

Timely Approvals

Delays caused by delayed feedback or approvals may impact project timelines.

Access and Infrastructure

Client must provide necessary access to environments, APIs, credentials, databases, stakeholders, SMEs, etc.

Compliance With Local Laws

Client must ensure their use of Xotiv Services remains compliant with applicable laws, including data protection and operational requirements.

Avoid Misuse

Client shall not engage in activities that:

Compromise system security
Infringe intellectual property rights
Introduce malware/viruses
Attempt unauthorized reverse engineering of Xotiv technology

Xotiv Responsibilities

Xotiv agrees to deliver Services:

With reasonable skill, professional integrity, and industry-standard quality
In accordance with project agreements and SOW specifications
With appropriate technical, administrative, and security controls
In compliance with applicable data protection frameworks

We follow global delivery best practices consistent with ISO 27001, SOC 2, OWASP, and secure SDLC methodologies.

Pricing, Payments & Invoicing

Payment Structure

Payments may be structured as:

Fixed-price engagements
Time-and-materials billing
Retainer models
Monthly subscription (SaaS)
Resource-based billing (staff augmentation)

Invoicing

Invoices are raised as per the SOW or monthly billing cycles.

Payment Terms

Industry-standard terms apply (typically 15–30 days unless otherwise stated).

Late Payments

Delayed payments may incur interest and may lead to:

Temporary suspension of services
Withholding of deliverables
Halted development or resource allocation

Taxes

All taxes, duties, and levies applicable as per local jurisdiction shall be borne by the Client unless specified.

Intellectual Property Rights (IPR)

Client-Owned IP

All Client content, proprietary data, trademarks, or pre-existing technology remain the exclusive property of the Client.

Work Product Ownership

Unless otherwise agreed:

Custom-built deliverables are transferred to the Client upon full payment.
Xotiv retains ownership of internal accelerators, frameworks, libraries, methodologies, or tools used to deliver the Services.

Third-Party Software

Usage of third-party tools or licenses will be governed by their own licensing terms.

Confidentiality

Both parties shall maintain strict confidentiality of all proprietary information exchanged during the engagement, including:

Source code
IP assets
Business processes
Architecture documents
Client data
Credentials, internal tools, and trade secrets

Confidential Information must not be disclosed except:

To authorized employees under NDA
If legally required (with prior notice to the other party)

Confidentiality obligations survive termination of the contract.

Data Protection & Regulatory Compliance

Xotiv implements industry-standard security practices aligned with:

GDPR (EU/EEA data subjects)
HIPAA (for healthcare clients)
SOC 2 Type I/II principles
Indian IT Act, 2000 and amendments
ISO 27001 aligned controls

Personal Data Processing

Xotiv acts as a Data Processor while the Client acts as the Data Controller under GDPR.

Processing activities will only occur:

As instructed in writing
For project-related obligations
With appropriate administrative and technical controls

Data Transfers

International data transfers comply with:

Standard Contractual Clauses (SCCs)
Adequate safeguards
Need-to-know minimization principles

Security Measures

Xotiv implements:

Encryption at rest and in transit
Access control and multi-factor authentication
Secure code reviews and penetration testing
Audit logging
Network segmentation
Incident response and disaster recovery procedures

Service Levels (SLAs)

Service performance will follow the SLA terms defined in the relevant agreement.

Typical SLA components include:

Response and resolution times
Uptime commitments for managed services
Escalation protocols
Maintenance windows
Support tiers (L1, L2, L3)

SLA compliance is dependent on the Client fulfilling timely payment and cooperation obligations.

Warranties & Disclaimers

Xotiv provides services on a best-practice and commercially reasonable basis.

Xotiv Does Not Guarantee:

Specific business outcomes or revenue impact
Market adoption
Zero downtime
Error-free code in all circumstances
Third-party system behavior

All implied warranties are disclaimed to the maximum extent permitted by law.

Limitation of Liability

To the fullest extent permitted:

Xotiv shall not be liable for any indirect, incidental, special, consequential, punitive, or business interruption damages.
Aggregate liability under any agreement shall not exceed the total fees paid by the Client in the last three (3) months for the relevant services.

Indemnification

Client agrees to indemnify Xotiv against claims resulting from:

Unauthorized use of deliverables
Illegal or non-compliant activities
Incorrect data provided
Misuse or misrepresentation of Xotiv services
Infringement caused by Client-provided materials

Xotiv agrees to indemnify Client against:

IP infringement resulting directly from Xotiv-developed code
Breaches caused by Xotiv negligence

Term, Suspension & Termination

Term

The agreement remains effective until project completion or as defined in the MSA/SOW.

Suspension

Xotiv may temporarily suspend services for:

Non-payment
Security risks
Misuse
Legal or compliance concerns

Termination

Either party may terminate with written notice if:

There is a material breach not cured within 30 days
Insolvency or bankruptcy occurs
Mutually agreed project closure

Consequences of Termination

Upon termination:

All outstanding dues become payable
Access credentials must be revoked
Final deliverables are handed over (subject to payment)
Confidentiality obligations continue

Third-Party Links & Services

Xotiv is not responsible for:

Third-party APIs
External platform outages
License violations caused by third-party tools
Data breaches originating from third-party systems

Changes to Terms

Xotiv may update these Terms periodically. Continued use of Services constitutes acceptance of updated Terms.

Governing Law & Dispute Resolution

These Terms shall be governed under the laws of India.

Disputes will be resolved through:

Internal mediation & negotiation
Arbitration under the Arbitration and Conciliation Act, 1996, seated in New Delhi, India
Courts in Noida/Delhi NCR shall have exclusive jurisdiction

Contact Information

For questions, concerns, data protection inquiries, or legal notices:

Xotiv Technologies Pvt Ltd

A-152, Sector-63, Noida, U.P. – 201301, India

Email: privacy@xotiv.com