1. Acceptance of Terms
These Terms govern your access to and use of N-CYPHER's website, proposals, software, automations, AI systems, deliverables, and related services. By visiting our website, requesting a proposal, signing an order, paying an invoice, or using our services, you agree to these Terms.
If you act on behalf of a company, agency, startup, brand, or other organization, you represent that you are authorized to bind that entity. If we sign a separate Master Services Agreement, Statement of Work, Order Form, or similar contract, that document controls for the covered services if it conflicts with these Terms.
2. Services We Provide
N-CYPHER provides AI-powered and technology-enabled business services, including:
- AI-powered web development and app development
- AI lead generation systems and workflow automation
- Agentic AI solutions, branding, strategy, and social media management
- Custom AI integrations, internal dashboards, portals, and future SaaS products
Services are customized per client and may evolve. Not every service is available in every jurisdiction or use case.
3. Eligibility and Business Use
You must be legally able to enter a binding contract. Any information you provide must be accurate, complete, and current. Our services are primarily intended for professional and commercial use, although mandatory consumer laws may apply where local law requires it.
4. Accounts, Access, and Security
If we provide account credentials, admin access, API keys, dashboard access, or system credentials, you are responsible for safeguarding them and for activity under those credentials unless caused by our misconduct. You must notify us promptly if you suspect unauthorized access or a security incident.
5. Client Responsibilities
You agree to provide timely approvals, content, access, and materials needed for delivery; ensure any data, prompts, files, and instructions you provide are lawful; comply with applicable advertising, privacy, intellectual-property, and anti-spam laws; and review all deliverables and AI outputs before live deployment or public use.
6. Prohibited Use
You may not use our services or outputs to:
- Violate law, platform rules, or third-party rights
- Scrape, crawl, mirror, benchmark, or extract data or system behavior without written permission
- Reverse engineer, decompile, disassemble, or perform model extraction, except where non-waivable law permits it
- Enable spam, phishing, malware, credential attacks, unauthorized surveillance, or abusive automation
- Generate unlawful, deceptive, fraudulent, defamatory, discriminatory, or infringing content
- Make solely automated high-stakes decisions involving employment, education, housing, credit, insurance, legal, medical, safety, or similar matters without human review
- Bypass security features, rate limits, or safeguards
7. AI Systems and Output Disclaimer
Some services rely on AI, machine learning, language models, or third-party automation tools. Outputs may be incomplete, inaccurate, outdated, biased, non-unique, or unsuitable for a specific purpose. You must independently review and validate all outputs before relying on them for business, legal, financial, hiring, advertising, compliance, medical, or similar important decisions.
We do not guarantee that AI outputs will be unique, error-free, uninterrupted, accepted by platforms, or appropriate for regulated decision-making. Unless expressly stated in writing, our services are not legal, tax, accounting, medical, employment, or other regulated professional advice.
8. Third-Party Tools, APIs, and Dependencies
Our services may depend on third-party tools, infrastructure, APIs, cloud services, payment processors, CRMs, analytics tools, and AI model providers. Those services may impose separate terms, rate limits, pricing, outages, or policy changes. We are not responsible for third-party failures, suspensions, or pricing changes except to the extent directly caused by our own breach.
9. Fees, Billing, Taxes, and Payment Terms
Fees, retainers, setup charges, usage charges, subscriptions, and milestone payments will be described in the applicable proposal, invoice, Statement of Work, Order Form, or checkout flow. Unless we say otherwise in writing, invoices are due within 7-14 days, fees are exclusive of taxes and withholding, late amounts may accrue interest at the lower of 1.5% per month or the maximum permitted by law, and overdue accounts may be suspended.
For recurring services or subscriptions, you authorize us or our payment processor to charge your selected payment method on the agreed billing cycle until cancellation.
10. Scope Changes, Delays, and Acceptance
Material scope changes may require a written change request and additional fees. If you delay approvals, content, access, credentials, or technical sign-off, timelines may extend automatically. If you are unresponsive for more than 14-30 consecutive days, we may pause, re-sequence, reallocate, restart, or close the project under the applicable agreement.
Unless we agree otherwise in writing, a deliverable is deemed accepted if you do not provide written notice of a material, objective non-conformity within five business days after delivery or staging access.
11. Intellectual Property
As between you and N-CYPHER, you retain ownership of the materials, data, prompts, files, and content you provide. We retain ownership of our pre-existing and reusable materials, methods, templates, code libraries, internal tools, prompts, frameworks, systems, know-how, and background IP.
Subject to full payment and unless a separate written agreement says otherwise, you receive ownership of final custom deliverables specifically created for you, excluding N-CYPHER Materials and embedded third-party materials. Where assignment is not practical, you receive a perpetual, non-exclusive license for your internal business use.
Third-party open-source software, APIs, fonts, stock assets, plugins, and models remain subject to their own licenses. Because AI output may not be unique, we do not warrant exclusivity unless we expressly state it in writing.
12. Confidentiality
Each party may receive non-public business, technical, commercial, customer, or strategic information from the other party. Each party will use Confidential Information only for the business relationship, protect it with reasonable care, and disclose it only to personnel and advisors with a need to know and confidentiality obligations.
Confidentiality does not apply to information that becomes public without breach, was already lawfully known, is independently developed without using the other party's Confidential Information, or must be disclosed by law or valid process.
13. Data and Privacy
Our handling of personal data is described in our Privacy Policy, which is incorporated into these Terms by reference. If we process data on your behalf for custom development, automations, CRM integrations, or AI workflows, we may act as a processor or service provider while you remain the controller or business for your end-user or customer data. A separate DPA may apply in enterprise engagements.
You are responsible for providing notices and obtaining required permissions or consents from the individuals whose data you ask us to process.
14. Warranties and Disclaimers
We will perform services in a professional and workmanlike manner consistent with generally accepted commercial practice. Except for that express commitment and to the maximum extent permitted by law, the services are provided on an as-is and as-available basis. We disclaim implied warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation.
We do not guarantee revenue, leads, search ranking, conversion rate, virality, investor interest, or regulatory outcomes unless expressly stated in a signed agreement.
15. Limitation of Liability
To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, punitive, or consequential damages, or for lost profits, lost revenue, lost opportunity, goodwill loss, or loss of data. Our aggregate liability for the relevant services will not exceed the amount you paid to N-CYPHER for the specific services giving rise to the claim during the 12 months before the event.
Nothing in these Terms limits liability that cannot legally be limited, including fraud, wilful misconduct, or other non-waivable matters.
16. Indemnification
You agree to defend, indemnify, and hold harmless N-CYPHER and its founders, employees, contractors, affiliates, and licensors from claims, damages, losses, liabilities, and reasonable costs arising from your Client Materials, your breach of these Terms, your unlawful or non-compliant use of the services or outputs, your failure to obtain required rights or consents, or your marketing, outreach, and automation activities.
17. Suspension and Termination
You may stop using our services at any time, subject to fixed commitments, minimum terms, or non-cancellable fees in writing. We may suspend or terminate access immediately if you materially breach these Terms, payments are overdue, your use creates legal, reputational, cybersecurity, abuse, or operational risk, or we must do so to comply with law or third-party requirements.
On termination, outstanding amounts become immediately due, your right to use suspended or subscription services ends, and each party must return or delete the other party's Confidential Information subject to retention, backup, and legal obligations.
18. Governing Law and Dispute Resolution
These Terms are governed by the laws of India. Before filing a formal claim, the parties will try in good faith to resolve the dispute through written notice and escalation for at least 30 days.
If the dispute is not resolved, it will be finally resolved by arbitration in [City, State], India, in the English language, by a sole arbitrator, under the Arbitration and Conciliation Act, 1996. Courts in [City, State], India will have jurisdiction for interim relief, enforcement, and non-arbitrable matters.
19. Changes to These Terms
We may update these Terms from time to time. Updated Terms become effective when posted on our website unless a later effective date is stated. For material changes affecting active subscription users or existing clients, we may also notify you by email, dashboard notice, or another reasonable method.
20. Contact Information
For legal notices, billing issues, or questions about these Terms, contact:
N-CYPHER
Noida, Sector 125 (near Amity University)
ncypher2005@gmail.com
https://www.ncypher.in