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Terms &
conditions

Neuralway Technologies Private Limited

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On this page

  1. 01Definitions and Interpretation
  2. 02Scope of Services
  3. 03Project Handover, Warranty & Post-Delivery Support
  4. 04Payment Terms and Billing
  5. 05Server Running Costs and Infrastructure
  6. 06Custom SaaS Platform — Specific Terms
  7. 07Subscription Plans
  8. 08Custom Software Development
  9. 09Cancellation and Refund Policy
  10. 10Intellectual Property Rights
  11. 11Confidentiality
  12. 12Limitation of Liability
  13. 13Indemnification
  14. 14Governing Law, Jurisdiction & Dispute Resolution
  15. 15Termination
  16. 16General Provisions
  17. 17Amendments and Modifications
  18. 18Blitz — Programmatic SEO Service Terms
  19. 19Contact Information
Questions?
[email protected]
On this page
  1. 01Definitions and Interpretation
  2. 02Scope of Services
  3. 03Project Handover, Warranty & Post-Delivery Support
  4. 04Payment Terms and Billing
  5. 05Server Running Costs and Infrastructure
  6. 06Custom SaaS Platform — Specific Terms
  7. 07Subscription Plans
  8. 08Custom Software Development
  9. 09Cancellation and Refund Policy
  10. 10Intellectual Property Rights
  11. 11Confidentiality
  12. 12Limitation of Liability
  13. 13Indemnification
  14. 14Governing Law, Jurisdiction & Dispute Resolution
  15. 15Termination
  16. 16General Provisions
  17. 17Amendments and Modifications
  18. 18Blitz — Programmatic SEO Service Terms
  19. 19Contact Information

Effective Date: January 1, 2026

These Terms and Conditions ("Agreement", "Terms", "T&C") constitute a legally binding contract between you ("Client", "Customer", "You", "Your") and Neuralway ("Company", "We", "Us", "Our"), governing the provision of software development services, custom SaaS platforms, subscription-based services, digital products, and all ancillary services offered by the Company. By engaging the Company's services, executing a Statement of Work ("SOW"), or otherwise accepting these Terms — whether by written acknowledgement, electronic acceptance, payment of any invoice, or continued use of any deliverable — you irrevocably agree to be bound by the entirety of this Agreement.

This Agreement shall be read in conjunction with any applicable SOW, Service Level Agreement ("SLA"), Non-Disclosure Agreement ("NDA"), or other supplementary agreements executed between the parties. In the event of any conflict between this Agreement and any SOW, the terms of this Agreement shall prevail unless expressly stated otherwise in writing.

1. Definitions and Interpretation

For the purposes of this Agreement, the following definitions shall apply:

  • "Deliverables" means all software, code, designs, documentation, SaaS platforms, APIs, databases, and any other work product developed by the Company pursuant to a SOW or this Agreement.
  • "Project Handover" means the formal delivery of completed Deliverables to the Client, evidenced by written or electronic confirmation, deployment to the Client's designated environment, or provision of access credentials.
  • "Bug" means any defect, error, or malfunction in the Deliverables that causes deviation from the agreed-upon specifications as documented in the SOW.
  • "Crucial Fix" means any critical defect that renders the Deliverables substantially unusable, causes data loss or corruption, introduces a security vulnerability, or prevents core business operations.
  • "Custom SaaS" means any bespoke Software-as-a-Service platform developed by the Company for the Client, hosted on infrastructure managed or designated by the Company or the Client.
  • "Server Running Costs" means all costs associated with hosting, cloud infrastructure, domain registration, SSL certificates, content delivery networks, database services, third-party API subscriptions, and any other recurring infrastructure expenses necessary to operate and maintain the Deliverables.
  • "Business Day" means any day other than a Saturday, Sunday, or public holiday in the State of Karnataka, India.
  • "Overdue Amount" means any sum invoiced by the Company that remains unpaid beyond the stipulated payment due date.

2. Scope of Services

The Company provides software development, design, Custom SaaS development, subscription-based digital services, and related technology consulting services to Clients worldwide. The specific scope, milestones, Deliverables, timelines, and pricing for each engagement shall be set forth in a mutually agreed SOW.

Any work requested by the Client that falls outside the scope of the executed SOW shall constitute a change request and shall be subject to additional charges, revised timelines, and a supplementary SOW or written amendment agreed upon by both parties prior to commencement.

3. Project Handover, Warranty & Post-Delivery Support

3.1 Project Handover

Upon completion of the Deliverables in accordance with the SOW, the Company shall formally hand over the project to the Client. The Client shall have a reasonable opportunity to inspect and accept the Deliverables. Acceptance shall be deemed to have occurred upon (a) written confirmation of acceptance by the Client; (b) deployment to the Client's production environment; (c) the Client's use of the Deliverables in a live or production capacity; or (d) the expiry of seven (7) calendar days from delivery without written objection from the Client, whichever occurs first.

3.2 General Bug Fix Period — Seven (7) Calendar Days

Following Project Handover, the Company shall provide a complimentary bug fix period of seven (7) calendar days (the "General Warranty Period"). During this period, the Company shall, at no additional cost to the Client, rectify any Bugs that are directly attributable to the Company's development work, provided that:

  • The Bug is reported in writing (including via email) with sufficient detail to enable reproduction;
  • The Bug relates to functionality expressly specified in the SOW;
  • The Bug is not the result of unauthorized modifications, misuse, third-party integrations not approved by the Company, or changes to the Client's operating environment;
  • The Bug is not attributable to the Client's failure to provide accurate requirements, data, or specifications.

Upon expiry of the General Warranty Period, any further bug fixes, enhancements, or modifications shall be billable at the Company's then-prevailing hourly or project-based rates.

3.3 Crucial Fix Period — Thirty (30) Calendar Days

Notwithstanding the expiry of the General Warranty Period, the Company shall provide an extended warranty of thirty (30) calendar days from the date of Project Handover exclusively for Crucial Fixes (the "Extended Warranty Period"). A Crucial Fix shall be addressed by the Company on a priority basis at no additional cost, provided that:

  • The Crucial Fix is reported in writing with comprehensive documentation of the issue, including steps to reproduce, impact assessment, and any relevant logs or screenshots;
  • The issue constitutes a genuine Crucial Fix as defined herein, and not a feature request, enhancement, or cosmetic change;
  • The issue is not caused by factors outside the Company's control, including but not limited to third-party service outages, changes in Client infrastructure, acts of God, or unauthorized alterations to the Deliverables.

The Company reserves the sole and absolute right to determine whether a reported issue qualifies as a Crucial Fix. Such determination shall be made in good faith and communicated to the Client in writing. In the event of a dispute regarding classification, the parties shall engage in good-faith discussions to resolve the matter.

3.4 Exclusions from Warranty

The warranty obligations set forth in Sections 3.2 and 3.3 shall not extend to:

  • Defects arising from the Client's modification of the Deliverables without the Company's prior written consent;
  • Issues caused by the Client's failure to implement updates, patches, or recommendations provided by the Company;
  • Incompatibilities resulting from the Client's use of hardware, software, or operating environments not specified or approved in the SOW;
  • Issues arising from data migration, data corruption, or data entry errors attributable to the Client;
  • Any Deliverable for which the Client has not made full payment as required under this Agreement.

4. Payment Terms and Billing

4.1 Invoicing

The Company shall issue invoices to the Client in accordance with the payment schedule set forth in the applicable SOW or, in the absence of a SOW, upon completion of each milestone or at regular intervals as agreed upon. All invoices shall be payable in the currency specified therein. Unless otherwise specified in the SOW, all invoices shall be due and payable within fourteen (14) calendar days of the date of invoice ("Due Date").

4.2 Payment Methods

Payment shall be made via bank transfer, wire transfer, or such other payment method as mutually agreed upon in writing. The Client shall bear all transaction fees, currency conversion charges, intermediary bank fees, and any other costs associated with the transfer of funds to the Company.

4.3 Late Payment — Interest and Penalties

In the event that any payment remains outstanding beyond seven (7) calendar days or fourteen (14) calendar days from the Due Date — at the sole and absolute discretion of the Company — the Client shall be liable to pay interest on the Overdue Amount at the rate of one percent (1%) per day (hereinafter "Default Interest"), compounded daily, calculated from the day immediately following the Due Date until the date of actual receipt of the full outstanding amount by the Company.

The accrual of Default Interest shall be automatic and shall not require any notice, demand, or declaration by the Company. The Company's decision to enforce Default Interest at the seven (7) day threshold or the fourteen (14) day threshold shall be at the Company's sole discretion, and such discretion may be exercised differently for different invoices or Clients without establishing any precedent or waiver.

For the avoidance of doubt, the Default Interest rate of 1% per day is agreed upon by the parties as a genuine pre-estimate of the loss and damage that the Company would suffer as a result of late payment, including but not limited to administrative costs, opportunity costs, cash flow disruption, and the cost of financing operations during the period of non-payment. The Client acknowledges and agrees that this rate is fair, reasonable, and proportionate given the nature of the services provided.

The Company further reserves the right to recover all costs, expenses, and legal fees (including attorney's fees on a full indemnity basis) incurred in the collection of any Overdue Amounts.

4.4 Consequences of Non-Payment

Without prejudice to any other rights or remedies available to the Company under this Agreement or at law, in the event of non-payment:

  • Suspension of Services: The Company reserves the right to immediately suspend, restrict, or limit access to all services, Deliverables, Custom SaaS platforms, hosting environments, APIs, databases, and any other systems or infrastructure managed by the Company, without prior notice, until such time as all outstanding amounts (including accrued Default Interest) are paid in full. The Client acknowledges that such suspension may result in downtime, data inaccessibility, and disruption to the Client's business operations, and the Company shall bear no liability whatsoever for any losses arising therefrom.
  • Disabling of Custom SaaS Platforms: For Custom SaaS engagements, the Company expressly reserves the right to disable, deactivate, or render inoperable the Custom SaaS platform, including all associated functionalities, user accounts, data access, and integrations, in the event that payment is not received within the stipulated timeframe. The Client acknowledges and agrees that the Company shall have no obligation to maintain, host, or ensure the availability of the Custom SaaS platform during any period of payment default.
  • Withholding of Deliverables: The Company shall be entitled to withhold, retain, and exercise a lien over all Deliverables, source code, documentation, credentials, and intellectual property until full payment is received.
  • Termination: The Company may terminate this Agreement and any related SOW immediately upon written notice, without any obligation to refund amounts already paid, and without prejudice to the Company's right to recover all Overdue Amounts and accrued interest.
  • Reporting to Credit Agencies: The Company reserves the right to report persistent payment defaults to credit reporting agencies and industry databases, which may adversely affect the Client's credit rating.
  • Legal Action: The Company reserves the right to initiate legal proceedings, including but not limited to filing civil suits for recovery of money, seeking injunctive relief, and pursuing any other legal remedies available under applicable law, in the courts of competent jurisdiction as specified in Section 14 of this Agreement.

4.5 No Set-Off

The Client shall not be entitled to withhold, set off, or deduct any amount from payments due to the Company on account of any alleged claim, dispute, or counterclaim, whether arising under this Agreement or otherwise. All payments shall be made in full without any deduction or withholding.

5. Server Running Costs and Infrastructure

5.1 Client's Obligation to Pay Server Running Costs

Where the Company hosts, manages, or administers any infrastructure, servers, cloud services, databases, or third-party services on behalf of the Client (whether for Custom SaaS platforms or otherwise), the Client shall be solely responsible for the timely payment of all Server Running Costs. The Company shall invoice Server Running Costs on a monthly basis (or as otherwise agreed), and such invoices shall be due and payable within the same payment terms as set forth in Section 4.1.

5.2 Consequences of Non-Payment of Server Running Costs

The Client acknowledges and agrees that Server Running Costs represent ongoing, recurring obligations that are essential to the continued operation of the Deliverables, Custom SaaS platforms, and associated services. In the event that the Client fails to pay Server Running Costs by the Due Date:

  • The Company shall be entitled to suspend, terminate, or downgrade the hosting services and infrastructure without prior notice;
  • The Company shall bear no liability for any data loss, corruption, downtime, or business disruption resulting from such suspension or termination;
  • The Client shall remain liable for all accrued and outstanding Server Running Costs, including Default Interest as per Section 4.3;
  • The Company shall have no obligation to maintain backups, data integrity, or system availability during any period of non-payment;
  • Reinstatement of services following suspension shall be contingent upon full payment of all outstanding amounts and may be subject to a reinstatement fee at the Company's discretion.

5.3 Third-Party Service Pass-Through Costs

Where the Company procures third-party services (including but not limited to cloud hosting providers such as AWS, Google Cloud Platform, Microsoft Azure, or similar services; domain registrars; SSL providers; email service providers; payment gateway providers; and any other third-party tools) on behalf of the Client, such costs shall be passed through to the Client at cost plus any applicable administrative markup as agreed in the SOW. The Client acknowledges that failure to pay third-party pass-through costs may result in the third-party provider terminating services, and the Company shall bear no liability for such termination.

6. Custom SaaS Platform — Specific Terms

6.1 Platform Availability

The Company shall use commercially reasonable efforts to maintain the availability of the Custom SaaS platform, subject to scheduled maintenance, force majeure events, and the Client's compliance with all payment obligations. The Company does not guarantee uninterrupted or error-free operation of the platform.

6.2 Right to Disable Platform

The Client expressly acknowledges and agrees that the Company retains the right to disable, deactivate, suspend, or restrict access to the Custom SaaS platform, in whole or in part, under the following circumstances:

  • Non-payment of any invoice, Server Running Costs, or other amounts due under this Agreement;
  • Breach of any term or condition of this Agreement by the Client;
  • Use of the platform for any unlawful, fraudulent, or unauthorized purpose;
  • Actions by the Client or its users that compromise the security, integrity, or performance of the platform or underlying infrastructure;
  • Upon termination or expiration of this Agreement for any reason.

6.3 Data Upon Termination

Upon termination of the Custom SaaS engagement, the Company shall, upon the Client's written request made within thirty (30) calendar days of termination and subject to full payment of all outstanding amounts, provide the Client with a copy of the Client's data in a commonly used, machine-readable format. After the expiry of such thirty (30) day period, the Company shall have no obligation to retain, store, or provide access to the Client's data and may permanently delete the same without further notice or liability.

7. Subscription Plans

The Company offers various subscription plans for its services. The details of each plan — including pricing, features, limitations, and included service hours — are published on the Company's website or set forth in the applicable SOW. The Company reserves the right to modify, discontinue, or introduce new subscription plans at any time with thirty (30) calendar days' prior written notice. Continued use of the service following such modification shall constitute acceptance of the revised terms.

8. Custom Software Development

For bespoke and custom-made software projects, the following terms shall apply:

  • Milestone-Based Payments: Payment shall be structured in milestones as defined in the SOW. Each milestone payment must be received before the Company is obligated to commence work on the subsequent milestone.
  • Advance Payment: Unless otherwise agreed, the Client shall pay a non-refundable advance of no less than twenty-five percent (25%) of the total project value prior to the commencement of any work.
  • Final Payment: The remaining balance shall be due upon Project Handover or as per the milestone schedule, whichever is earlier.
  • Monthly Maintenance: Where ongoing maintenance is agreed upon, it shall be billed on a monthly basis at the rate specified in the SOW.
  • Change Requests: Any change to the agreed scope shall be documented as a change request, priced separately, and executed only upon written approval from both parties.

9. Cancellation and Refund Policy

9.1 Subscription Cancellation

  • The Client may cancel a subscription at any time by providing written notice or through the Client's account dashboard.
  • Cancellation shall take effect at the end of the current billing cycle. No pro-rata refunds shall be provided for the remainder of the billing period.

9.2 Custom Project Cancellation

  • In the event the Client cancels a custom project after commencement, the Client shall be liable for payment of all work completed up to the date of cancellation, including any committed third-party costs.
  • The advance payment is non-refundable and shall be retained by the Company as compensation for scheduling, planning, and resource allocation.

9.3 Refund Policy

  • Refunds are generally not provided for subscription fees or completed work.
  • Notwithstanding the foregoing, under the Consumer Protection Act, 2019 (India), the Client may be entitled to a refund where the services are materially deficient, not as described, or fail to meet the standards expressly promised in writing.
  • Any refund claim must be made in writing within fifteen (15) calendar days of the relevant transaction, accompanied by detailed documentation of the alleged deficiency.
  • The Company shall review all refund claims in good faith and respond within fifteen (15) Business Days.

10. Intellectual Property Rights

10.1 Ownership of Deliverables

Upon full and final payment of all amounts due under this Agreement and the applicable SOW, all intellectual property rights in the Deliverables specifically created for the Client shall vest in the Client, subject to Section 10.2 below.

10.2 Company's Pre-Existing IP and Tools

The Company retains all rights, title, and interest in its pre-existing intellectual property, proprietary tools, frameworks, libraries, methodologies, templates, and know-how ("Company IP"). Where Company IP is incorporated into the Deliverables, the Client is granted a non-exclusive, non-transferable, perpetual license to use such Company IP solely in connection with the Deliverables, subject to full payment.

10.3 Portfolio Rights

The Company retains the right to display and reference completed work in its portfolio, marketing materials, case studies, and website, unless the Client expressly prohibits such use in writing at the time of entering into the SOW.

10.4 Lien on IP

Until full payment is received, the Company shall retain a lien over all Deliverables and intellectual property. No license, assignment, or transfer of IP rights shall be effective until all outstanding amounts have been settled in full.

11. Confidentiality

Each party agrees to hold in strict confidence all Confidential Information received from the other party. "Confidential Information" means any non-public information disclosed by one party to the other, whether in writing, orally, electronically, or by any other means, including but not limited to trade secrets, business plans, financial data, customer lists, technical specifications, source code, algorithms, and proprietary methodologies.

The receiving party shall not disclose, reproduce, or distribute Confidential Information to any third party without the prior written consent of the disclosing party, except to the extent necessary for the performance of obligations under this Agreement and only to employees, contractors, or agents who are bound by confidentiality obligations no less restrictive than those set forth herein.

The obligations of confidentiality shall survive the termination or expiration of this Agreement for a period of five (5) years.

12. Limitation of Liability

12.1 Cap on Liability

To the maximum extent permitted by applicable law, the Company's total aggregate liability arising out of or in connection with this Agreement — whether in contract, tort (including negligence), strict liability, or otherwise — shall not exceed the total amount actually paid by the Client to the Company under this Agreement during the twelve (12) months immediately preceding the event giving rise to the claim.

12.2 Exclusion of Consequential Damages

In no event shall the Company be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of business opportunities, business interruption, loss of goodwill, or cost of procurement of substitute services, even if the Company has been advised of the possibility of such damages.

12.3 Client's Responsibility

The Client shall be solely responsible for the use of the Deliverables, including ensuring compliance with all applicable laws, regulations, and industry standards in the Client's jurisdiction.

13. Indemnification

13.1 Client Indemnification

The Client shall indemnify, defend, and hold harmless the Company, its directors, officers, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorney's fees and legal costs) arising out of or in connection with:

  • The Client's use of the Deliverables in violation of this Agreement or applicable law;
  • The Client's breach of any representation, warranty, or obligation under this Agreement;
  • Any claim by a third party arising from the Client's content, data, or materials provided to the Company;
  • The Client's failure to comply with data protection laws or other regulatory requirements in the Client's jurisdiction.

13.2 Company Indemnification

The Company shall indemnify and hold harmless the Client from and against any third-party claims alleging that the Deliverables (excluding any Client-provided materials) infringe the intellectual property rights of a third party, provided the Client promptly notifies the Company and grants the Company sole control of the defense and settlement.

14. Governing Law, Jurisdiction & Dispute Resolution

14.1 Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the Republic of India, including but not limited to the Indian Contract Act, 1872; the Information Technology Act, 2000 (as amended); the Consumer Protection Act, 2019; and all other applicable statutes, rules, and regulations, without regard to any conflict of law principles.

14.2 Exclusive Jurisdiction

The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts situated in Bengaluru (Bangalore), State of Karnataka, India for the adjudication of any and all disputes, claims, controversies, or proceedings arising out of, relating to, or in connection with this Agreement, including its existence, validity, interpretation, performance, breach, or termination. The Client irrevocably waives any objection to the laying of venue in such courts on the grounds of forum non conveniens or otherwise.

14.3 Waiver of Jury Trial

To the extent applicable, each party hereby irrevocably waives all right to a trial by jury in any action, proceeding, or claim arising out of or relating to this Agreement.

14.4 Dispute Resolution — Mediation and Arbitration

Prior to initiating any court proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiation for a period of thirty (30) calendar days. If the dispute remains unresolved, either party may refer the dispute to mediation in Bengaluru, Karnataka. If mediation fails to resolve the dispute within sixty (60) calendar days, either party may pursue binding arbitration under the Arbitration and Conciliation Act, 1996 (India), or file proceedings in the courts of competent jurisdiction as specified in Section 14.2.

14.5 Legal Costs and Attorney's Fees

In any legal proceeding arising out of this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party all reasonable costs and expenses, including but not limited to attorney's fees, court fees, arbitration costs, expert witness fees, travel expenses, and all other expenses incurred in connection with such proceedings, on a full indemnity basis.

14.6 Right to Seek Injunctive Relief

Notwithstanding any provision herein, either party shall be entitled to seek immediate injunctive or equitable relief from any court of competent jurisdiction to prevent irreparable harm, without the necessity of posting a bond or proving actual damages. The Company expressly reserves the right to seek injunctive relief to restrain any breach or threatened breach of payment obligations, confidentiality, or intellectual property provisions.

15. Termination

15.1 Termination for Convenience

Either party may terminate this Agreement by providing thirty (30) calendar days' prior written notice to the other party. In such event, the Client shall pay for all services rendered and costs incurred up to the effective date of termination.

15.2 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party:

  • Commits a material breach of this Agreement and fails to cure such breach within fifteen (15) calendar days of receiving written notice thereof;
  • Becomes insolvent, files for bankruptcy, or enters into voluntary or involuntary liquidation;
  • Engages in fraudulent, illegal, or unethical conduct.

15.3 Effects of Termination

Upon termination:

  • All outstanding invoices shall become immediately due and payable;
  • The Company shall be entitled to exercise all rights under Section 4.4, including suspension and disabling of platforms;
  • Sections 4 (Payment), 5 (Server Costs), 10 (IP), 11 (Confidentiality), 12 (Limitation of Liability), 13 (Indemnification), 14 (Governing Law), and 16 (General Provisions) shall survive termination;
  • The Client shall return or destroy all Confidential Information of the Company in its possession.

16. General Provisions

16.1 Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement if such delay or failure is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, epidemics, war, terrorism, government actions, sanctions, embargoes, labour disputes, power failures, internet or telecommunications outages, or cyberattacks.

16.2 Entire Agreement

This Agreement, together with any SOW and supplementary agreements, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, warranties, understandings, and agreements between the parties, whether written or oral.

16.3 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.

16.4 Waiver

No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude further exercise of that or any other right. A waiver shall only be effective if made in writing and signed by the waiving party.

16.5 Assignment

The Client shall not assign or transfer any rights or obligations under this Agreement without the prior written consent of the Company. The Company may assign its rights and obligations under this Agreement to any affiliate, successor, or assignee without the Client's consent.

16.6 Notices

All notices under this Agreement shall be in writing and shall be deemed duly given when delivered personally, sent by email with confirmed receipt, or sent by registered mail or internationally recognized courier service to the addresses specified by the parties.

16.7 Independent Contractors

The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between the parties.

16.8 Third-Party Beneficiaries

This Agreement does not confer any rights or remedies upon any person or entity other than the parties hereto and their respective permitted successors and assigns.

16.9 Compliance with Laws

Both parties shall comply with all applicable local, state, national, and international laws, rules, and regulations in the performance of their obligations under this Agreement, including but not limited to data protection laws (such as the Information Technology Act, 2000 and applicable rules thereunder, the General Data Protection Regulation where applicable, and any other relevant data protection legislation), anti-corruption laws, anti-money laundering regulations, and export control laws.

16.10 International Clients

The Company serves Clients worldwide. International Clients acknowledge and agree that: (a) this Agreement is governed by Indian law and subject to the exclusive jurisdiction of the courts of Karnataka, India; (b) the Client is solely responsible for ensuring compliance with all laws applicable in the Client's jurisdiction; (c) any exchange rate fluctuations, international transfer fees, or tax obligations shall be borne by the Client; and (d) the Company makes no representations regarding the compliance of the Deliverables with the laws of any jurisdiction other than India, unless expressly agreed otherwise in the SOW.

17. Amendments and Modifications

The Company reserves the right to amend, modify, or update these Terms and Conditions at any time. Any material changes shall be communicated to the Client via email or through notice on the Company's website no less than thirty (30) calendar days prior to the effective date of such changes. The Client's continued use of the services, payment of invoices, or failure to object in writing within the notice period shall constitute acceptance of the amended Terms.

18. Blitz — Programmatic SEO Service Terms

The following terms apply specifically to Neuralway's Blitz programmatic SEO services, including all SaaS (self-service) plans, Agency (done-for-you) engagements, and the Agentic AI add-on. These terms supplement the general Terms and Conditions above.

18.1 No Guarantee of SEO Results

Search engine rankings are influenced by hundreds of factors beyond the Company's control, including but not limited to: domain authority, backlink profile, competition, content relevance, technical SEO health, user signals, and search engine algorithm changes. The Company does not guarantee any specific ranking positions, traffic volumes, indexing timelines, lead generation results, or return on investment. Past performance of other clients is not indicative of future results. The Client acknowledges that SEO is inherently uncertain and results may vary significantly.

18.2 Google Guidelines Compliance & Penalties

The Company generates content designed to comply with Google's Search Essentials (formerly Webmaster Guidelines) and search quality rater guidelines. However, search engine policies evolve and are subject to interpretation. The Client is ultimately responsible for ensuring their website complies with all applicable search engine guidelines. The Company shall not be liable for any manual actions, algorithmic penalties, de-indexing, traffic loss, or other adverse consequences imposed by search engines, whether resulting from the pages generated through Blitz or from other factors affecting the Client's website.

18.3 AI-Generated Content

All page content generated through Blitz is produced using artificial intelligence (Claude by Anthropic via AWS Bedrock). While the Company optimizes prompts for quality, accuracy, and uniqueness, AI-generated content may occasionally contain factual inaccuracies, outdated information, or require editorial refinement. The Client is responsible for reviewing all generated content prior to deployment, particularly in regulated industries including but not limited to finance, healthcare, legal, insurance, and pharmaceuticals. The Company disclaims all liability for claims arising from the Client's publication of unreviewed AI-generated content.

18.4 Page Limits & Fair Use

Each subscription plan includes a monthly page generation allowance. Unused pages do not roll over between billing periods. The Company reserves the right to throttle, suspend, or terminate accounts that engage in excessive automated usage, generation of spam or doorway pages, or any activity that constitutes abuse of the platform's resources. Fair use is determined at the Company's sole discretion.

18.5 Agency Setup — One-Time Fee & Retainer

The Agency plan involves a one-time setup fee (starting at $1,000) covering initial strategy, template design, keyword research, page generation, and deployment. Following setup, a monthly retainer may apply as mutually agreed in the applicable Statement of Work (SOW). The setup fee is non-refundable once work has commenced. The scope, deliverables, and retainer terms shall be defined in the SOW.

18.6 SaaS Subscription Plans

SaaS plans are billed monthly via PayPal. Subscriptions can be cancelled at any time; no refunds are provided for partial billing periods. Upon cancellation, the Client retains access until the end of the current billing period. All previously generated pages remain the Client's property. The Company may modify plan pricing or features with thirty (30) days' prior notice; continued use after such notice constitutes acceptance.

18.7 Agentic AI Add-on

The Agentic AI add-on ($99/month) provides automated daily monitoring, content optimization recommendations, and AI-driven maintenance of generated pages. The add-on operates on a best-effort basis and does not guarantee specific performance improvements. Automated actions taken by the Agentic AI (content refresh, meta tag updates, link fixes) are logged and can be reviewed by the Client. The Client may disable specific automated actions through the dashboard. The Company is not liable for any ranking changes resulting from automated optimizations.

18.8 Content Ownership & Data

The Client owns all content generated through Blitz. The Company does not claim ownership of generated pages, keywords, or configurations. The Company may use anonymized, aggregate usage data to improve its AI models, prompts, and service quality. The Company shall not share the Client's specific content, keywords, or business data with third parties.

18.9 Processing Times & Service Availability

Page generation speed depends on AI model availability, current platform demand, and batch size. The Company targets processing times of under sixty (60) seconds per page but does not guarantee specific processing speeds. Large batch jobs (1,000+ pages) may take several hours. The platform may experience scheduled or unscheduled downtime for maintenance, updates, or infrastructure issues. The Company shall use reasonable efforts to minimize service disruptions.

19. Contact Information

For any inquiries, notices, or concerns regarding these Terms and Conditions, please contact us at: [email protected]

By engaging the services of Neuralway, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions in their entirety.

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