Legal

Terms of Service

Last updated: January 1, 2025  ·  Effective: January 1, 2025

1. Acceptance of Terms

By accessing or using the IMXAL Tech website (imxaltech.com) or engaging IMXAL Tech for software engineering, cloud architecture, or related professional services, you ("Client" or "User") agree to be bound by these Terms of Service ("Terms"). If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity.

If you do not agree to these Terms, you must cease all use of the Site and may not engage our services.

2. Services

IMXAL Tech provides professional software engineering services including, but not limited to, custom enterprise software development, cloud infrastructure design, AI & machine learning solutions, cybersecurity audits, mobile application development, UI/UX design, managed DevOps, and API development.

2.1 Project Agreements

Each engagement is governed by a separate Statement of Work (SOW) or Master Service Agreement (MSA) executed between IMXAL Tech and the Client. In the event of any conflict between these Terms and an executed SOW/MSA, the SOW/MSA shall prevail.

2.2 Acceptable Use

When using our Site or services, you agree not to:

  • Engage in any activity that violates applicable local, national, or international law.
  • Transmit any data that is unlawful, harmful, threatening, or infringes third-party rights.
  • Attempt to gain unauthorised access to any systems, networks, or data.
  • Reverse engineer, decompile, or disassemble any software delivered by IMXAL Tech, except where permitted by law.
  • Use our Site in any manner that could disable, overburden, damage, or impair it.

3. Accounts & Access

Where IMXAL Tech provides you with access to a client portal, project management environment, or other system, you are responsible for maintaining the confidentiality of your credentials. You agree to notify us immediately at security@imxaltech.com of any unauthorised use of your account. We are not liable for any loss arising from your failure to comply with this obligation.

4. Intellectual Property

4.1 IMXAL Tech IP

All content on the Site — including text, graphics, logos, and software — is the exclusive property of IMXAL Tech or its licensors and is protected by applicable intellectual property laws. You may not reproduce, distribute, or create derivative works without prior written consent.

4.2 Deliverables

Ownership of custom deliverables developed under an SOW transfers to the Client upon receipt of full payment, except for: (a) IMXAL Tech's pre-existing proprietary tools, frameworks, and libraries; and (b) open-source components governed by their respective licences. IMXAL Tech retains a perpetual, royalty-free licence to use general methodologies and know-how developed during an engagement.

4.3 Client Materials

You grant IMXAL Tech a limited licence to use your materials, data, and systems solely to the extent necessary to deliver the agreed services. You represent that you have the right to grant this licence.

5. Payment Terms

  • Fees are set out in the applicable SOW. Unless otherwise agreed, invoices are due within 30 days of issuance.
  • Late payments accrue interest at 1.5% per month (or the maximum rate permitted by law, whichever is lower).
  • We reserve the right to suspend services for accounts more than 45 days overdue after written notice.
  • All fees are exclusive of applicable taxes (VAT, GST, sales tax), which are the Client's responsibility.

6. Confidentiality

Each party agrees to keep confidential any non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information"). This obligation survives termination of the engagement for a period of five (5) years. IMXAL Tech offers NDAs upon request prior to initial project discussions.

7. Warranties & Disclaimers

IMXAL Tech warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN AN EXECUTED MSA, THE SITE AND SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. We do not warrant that the Site will be uninterrupted, error-free, or free of viruses.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL IMXAL TECH BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES — INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY — ARISING OUT OF OR RELATED TO THESE TERMS OR OUR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR AGGREGATE LIABILITY TO YOU FOR DIRECT DAMAGES SHALL NOT EXCEED THE FEES PAID BY YOU TO IMXAL TECH IN THE THREE (3) MONTHS PRECEDING THE CLAIM.

9. Indemnification

You agree to indemnify, defend, and hold harmless IMXAL Tech, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses — including reasonable legal fees — arising out of or in any way connected with: (a) your breach of these Terms; (b) your violation of any law or third-party rights; or (c) your use of our Site or services in an unauthorised manner.

10. Termination

Either party may terminate a project engagement as specified in the applicable SOW. IMXAL Tech reserves the right to immediately suspend or terminate access to the Site or services if you materially breach these Terms. Upon termination, you must cease all use of IMXAL Tech deliverables for which payment has not been completed. Sections 4, 6, 7, 8, 9, and 11 survive termination.

11. Governing Law & Dispute Resolution

These Terms are governed by and construed in accordance with the laws of [Jurisdiction], without regard to conflict of law principles. Any dispute arising out of or in connection with these Terms shall first be subject to good-faith negotiation. If unresolved within 30 days, disputes shall be submitted to binding arbitration under the rules of [Arbitration Body], with proceedings conducted in [City].

12. Changes to These Terms

We may update these Terms from time to time. We will notify you of material changes by posting a notice on the Site and updating the "Last updated" date above. Continued use of our Site or services after changes take effect constitutes your acceptance of the updated Terms. If you do not accept the revised Terms, you must discontinue use.

13. Contact

For questions or concerns about these Terms, please contact: