1. Introduction

These terms and conditions (“Terms”) govern the relationship between ZenXpod Technologies (“we”, “us”, “our”) and our customers (“you”, “your”) who purchase or use our information technology services (“Services”). By purchasing or using our Services, you agree to be bound by these Terms. If you do not agree with these Terms, you should not purchase or use our Services.

2. Services

We provide a range of information technology services, including but not limited to:

• IT consulting and advisory
• IT project management and implementation
• IT support and maintenance
• IT security and compliance
• IT training and education
• IT cloud and hosting

The specific Services that we will provide to you will be agreed upon in a separate service agreement, quotation, proposal, or order form (“Service Agreement”) that will be signed by both parties. The Service Agreement will specify the scope, deliverables, fees, payment terms, and other details of the Services.

3. Service Levels

We will use reasonable efforts to provide the Services in accordance with the Service Agreement and any applicable service level agreements (“SLAs”). We will monitor and report on our performance of the Services and provide you with regular updates and feedback. If we fail to meet the SLAs, we will provide you with the appropriate remedies, such as service credits, refunds, or extensions, as specified in the Service Agreement or the SLAs.

4. Customer Responsibilities

You are responsible for:

• Providing us with accurate and complete information and materials that we may need to perform the Services
• Cooperating with us and following our reasonable instructions and recommendations regarding the Services
• Obtaining and maintaining all necessary licenses, permissions, consents, and authorizations for the Services
• Ensuring that your IT systems, networks, devices, and software are compatible and compliant with our requirements and standards
• Backing up and securing your data and information before, during, and after the Services
• Notifying us promptly of any issues, problems, or complaints related to the Services

5. Fees and Payment

You agree to pay us the fees for the Services as specified in the Service Agreement. Unless otherwise agreed, we will invoice you monthly in advance for the Services. You agree to pay our invoices within 30 days of the invoice date. We reserve the right to charge interest on any overdue amounts at the rate of 1.5% per month or the maximum rate allowed by law, whichever is lower. We also reserve the right to suspend or terminate the Services if you fail to pay our invoices on time.

6. Intellectual Property Rights

We retain all intellectual property rights in and to the Services, including but not limited to any methodologies, processes, tools, techniques, software, hardware, documentation, or deliverables that we use or create in connection with the Services. We grant you a non-exclusive, non-transferable, revocable, limited license to use the Services and any deliverables that we provide to you for your internal business purposes only, subject to your compliance with these Terms and the Service Agreement.

You retain all intellectual property rights in and to your data, information, and materials that you provide to us or that we collect, process, or store on your behalf in connection with the Services. You grant us a non-exclusive, non-transferable, revocable, limited license to use your data, information, and materials for the purpose of providing the Services to you, subject to your compliance with these Terms and the Service Agreement.

7. Confidentiality

We will treat as confidential any information that you provide to us or that we obtain from you in connection with the Services, and that is not publicly available, generally known, or disclosed by you to a third party without restriction (“Confidential Information”). We will use the Confidential Information only for the purpose of providing the Services to you, and we will not disclose the Confidential Information to any third party without your prior written consent, except as required by law, regulation, or court order. We will take reasonable measures to protect the Confidential Information from unauthorized access, use, or disclosure.

You will treat as confidential any information that we provide to you or that you obtain from us in connection with the Services, and that is not publicly available, generally known, or disclosed by us to a third party without restriction (“Confidential Information”). You will use the Confidential Information only for the purpose of receiving the Services from us, and you will not disclose the Confidential Information to any third party without our prior written consent, except as required by law, regulation, or court order. You will take reasonable measures to protect the Confidential Information from unauthorized access, use, or disclosure.

The obligations of confidentiality under this section will survive the termination or expiration of these Terms and the Service Agreement.

8. Data Protection

We will comply with all applicable data protection laws and regulations in relation to the collection, processing, storage, and transfer of your personal data and the personal data of your employees, customers, or other individuals whose data you provide to us or that we obtain from you in connection with the Services (“Personal Data”). We will process the Personal Data only for the purpose of providing the Services to you, and in accordance with your instructions and the Service Agreement. We will implement appropriate technical and organizational measures to ensure the security and confidentiality of the Personal Data. We will not disclose the Personal Data to any third party without your prior written consent, except as required by law, regulation, or court order. We will notify you promptly of any breach, loss, or unauthorized access to the Personal Data.

You will comply with all applicable data protection laws and regulations in relation to the collection, processing, storage, and transfer of the Personal Data. You will ensure that you have obtained all necessary consents, permissions, and authorizations from the data subjects to enable us to provide the Services to you and to process the Personal Data on your behalf. You will indemnify us against any claims, damages, liabilities, costs, or expenses that we may incur as a result of your breach of this section.

9. Limitation of Liability

To the maximum extent permitted by law, our total liability to you for any loss or damage arising from or related to the Services, whether in contract, tort, negligence, breach of statutory duty, or otherwise, will not exceed the amount of fees paid by you to us for the Services in the 12 months preceding the event giving rise to the liability.

To the maximum extent permitted by law, we will not be liable to you for any indirect, incidental, consequential, special, punitive, or exemplary damages, such as loss of profits, revenue, data, goodwill, or business opportunities, arising from or related to the Services, whether in contract, tort, negligence, breach of statutory duty, or otherwise, even if we have been advised of the possibility of such damages.

Nothing in these Terms will exclude or limit our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by law.

10. Termination

Either party may terminate the Service Agreement and these Terms by giving the other party 30 days’ written notice, unless otherwise agreed in the Service Agreement.

Either party may terminate the Service Agreement and these Terms immediately by giving the other party written notice, if:

• The other party breaches any material provision of the Service Agreement or these Terms and fails to remedy the breach within 14 days of receiving a notice requiring it to do so
• The other party becomes insolvent, bankrupt, or unable to pay its debts as they fall due
• The other party ceases or threatens to cease its business operations

Upon termination of the Service Agreement and these Terms, you will pay us any outstanding fees for the Services provided up to the date of termination. We will return or destroy any Confidential Information or Personal Data that we hold on your behalf, unless we are required by law to retain it. Any provisions of these Terms that by their nature should survive termination will survive termination, including but not limited to sections 6, 7, 8, 9, and 11.

11. General

These Terms and the Service Agreement constitute the entire agreement between the parties and supersede any previous agreements, understandings, or representations relating to the Services. No amendment or modification of these Terms or the Service Agreement will be valid unless made in writing and signed by both parties.

These Terms and the Service Agreement will be governed by and construed in accordance with the laws of India, without regard to its conflict of laws principles. Any dispute arising from or related to these Terms or the Service Agreement will be subject to the exclusive jurisdiction of the courts of Hyderabad, Telangana, India.

Neither party may assign, transfer, or subcontract any of its rights or obligations under these Terms or the Service Agreement without the prior written consent of the other party, except that we may assign, transfer, or subcontract our rights or obligations to any of our affiliates or successors in interest.

Any notice or communication required or permitted under these Terms or the Service Agreement will be in writing and delivered by email, courier, or registered mail to the address of the other party specified in the Service Agreement, or to such other address as the other party may notify in writing from time to time. Any notice or communication will be deemed to have been received on the date of delivery, if delivered by email or courier, or on the date of posting, if delivered by registered mail.

If any provision of these Terms or the Service Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions will remain in full force and effect.

No failure or delay by either party in exercising any right or remedy under these