Terms of Service

1. Acceptance of Terms

By engaging CelestInfo Technologies Private Limited ("CelestInfo," "we," "us," or "our") for any consulting, development, or professional services, you ("Client," "you," or "your") acknowledge that you have read, understood, and agree to be bound by these Terms of Service ("Terms").

These Terms apply to all services provided by CelestInfo, including but not limited to data engineering, Snowflake consulting, cloud migration, artificial intelligence and machine learning (AI/ML) solutions, business intelligence (BI), and related technology consulting engagements. If you do not agree to these Terms, you should not engage our services.

In the event of any conflict between these Terms and a signed Statement of Work (SOW) or Master Services Agreement (MSA), the terms of the signed SOW or MSA shall prevail to the extent of the inconsistency.

2. Description of Services

CelestInfo provides business-to-business (B2B) technology consulting services. Our service offerings include, but are not limited to:

• Data Engineering: Design, development, and optimization of data pipelines, ETL/ELT workflows, data lake and data warehouse architecture using tools such as Snowflake, Talend, dbt, Azure Data Factory, AWS Glue, and Apache Airflow.
• Snowflake Consulting: Snowflake implementation, migration, performance tuning, data sharing, governance configuration, and SnowPro-certified architecture design.
• Cloud Migration: Assessment, planning, and execution of cloud migration strategies across AWS, Microsoft Azure, and Google Cloud Platform, including infrastructure setup, data transfer, and post-migration optimization.
• AI/ML Solutions: Development and deployment of machine learning models, predictive analytics, natural language processing, computer vision solutions, and AI-powered automation tailored to business requirements.
• Business Intelligence (BI): Design and implementation of dashboards, reports, and analytics platforms using Power BI, Tableau, Looker, and other BI tools, including semantic layer design and data governance.
• Custom Software Development: Development of bespoke web applications, APIs, and integrations to support data-driven business processes.
• Digital Marketing Services: SEO, paid advertising, and digital strategy consulting.

The specific scope, deliverables, timelines, and fees for each engagement are defined in the applicable Statement of Work (SOW) agreed upon by both parties prior to the commencement of work.

3. Engagement Terms

3.1 Project-Based Consulting

All engagements are conducted on a project basis unless otherwise agreed in writing. Each project is governed by a Statement of Work (SOW) that defines the scope of services, deliverables, milestones, acceptance criteria, timelines, resource allocation, and associated fees.

3.2 Statement of Work (SOW)

Before any work commences, both parties shall execute a SOW that includes:

• Detailed description of the services to be performed
• Specific deliverables and acceptance criteria
• Project timeline with milestones
• Resource requirements and team composition
• Fee structure (fixed-price, time-and-materials, or retainer)
• Change management process for scope modifications
• Communication and reporting cadence

3.3 Change Orders

Any changes to the scope, timeline, or deliverables defined in a SOW must be documented through a formal change order signed by authorized representatives of both parties. Changes may result in adjustments to fees, timelines, or both.

3.4 Client Responsibilities

The Client agrees to provide timely access to systems, data, personnel, and any other resources necessary for CelestInfo to perform the contracted services. Delays caused by the Client's failure to provide required access or information may result in timeline extensions and additional fees.

4. Intellectual Property

4.1 Client Deliverables

Upon full payment of all applicable fees, the Client shall own all rights, title, and interest in the custom deliverables specifically created for the Client under the applicable SOW, including custom code, configurations, documentation, and reports ("Client Deliverables").

4.2 CelestInfo Pre-Existing IP

CelestInfo retains all rights, title, and interest in its pre-existing intellectual property, including but not limited to proprietary methodologies, frameworks, tools, templates, code libraries, and know-how ("CelestInfo IP"). Where CelestInfo IP is incorporated into Client Deliverables, the Client is granted a non-exclusive, perpetual, royalty-free license to use such CelestInfo IP solely in connection with the delivered solution.

4.3 General Knowledge

Nothing in these Terms shall prevent CelestInfo from using general knowledge, skills, experience, and techniques acquired during the course of an engagement, provided such use does not involve the disclosure of the Client's Confidential Information.

5. Confidentiality and Non-Disclosure

5.1 Confidential Information

"Confidential Information" means all non-public information disclosed by either party to the other, whether orally, in writing, or by any other means, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. This includes, but is not limited to, business plans, technical data, trade secrets, customer information, financial information, source code, and proprietary processes.

5.2 Obligations

Each party agrees to:

• Hold the other party's Confidential Information in strict confidence
• Not disclose Confidential Information to any third party without the prior written consent of the disclosing party
• Use Confidential Information solely for the purpose of performing obligations under the applicable SOW
• Restrict access to Confidential Information to employees and contractors who have a need to know and are bound by confidentiality obligations no less restrictive than those contained herein

5.3 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already in the receiving party's possession prior to disclosure; (c) is independently developed by the receiving party without use of the Confidential Information; or (d) is lawfully obtained from a third party without restriction on disclosure.

5.4 Separate NDA

Clients may request execution of a separate Non-Disclosure Agreement (NDA) prior to the commencement of an engagement. In such cases, the terms of the separate NDA shall supplement and, where more restrictive, supersede the confidentiality provisions of these Terms.

6. Limitation of Liability

6.1 Cap on Liability

To the maximum extent permitted by applicable law, CelestInfo's total aggregate liability arising out of or in connection with any engagement shall not exceed the total fees paid by the Client to CelestInfo under the applicable SOW during the twelve (12) months preceding the event giving rise to the claim.

6.2 Exclusion of Damages

In no event shall CelestInfo be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, loss of business opportunity, or business interruption, regardless of the cause of action or the theory of liability, even if CelestInfo has been advised of the possibility of such damages.

6.3 Exceptions

The limitations set forth in this section shall not apply to: (a) breaches of confidentiality obligations; (b) infringement of intellectual property rights; or (c) liability arising from willful misconduct or gross negligence.

6.4 No Warranty

CelestInfo provides its services on an "as-is" basis to the extent not otherwise specified in the applicable SOW. Except as expressly stated in a SOW, CelestInfo disclaims all warranties, whether express, implied, or statutory, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

7. Payment Terms

7.1 Fees

The Client agrees to pay all fees as specified in the applicable SOW. Fees may be structured as fixed-price, time-and-materials, or on a retainer basis, as mutually agreed.

7.2 Invoicing and Payment

Unless otherwise specified in the SOW, CelestInfo shall issue invoices on a milestone basis or monthly, as applicable. All invoices are payable within thirty (30) days of the invoice date. Payments shall be made via bank transfer or other mutually agreed payment method.

7.3 Late Payments

Overdue payments shall accrue interest at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower. CelestInfo reserves the right to suspend services upon written notice if payments remain overdue for more than fifteen (15) days.

7.4 Taxes

All fees are exclusive of applicable taxes, including Goods and Services Tax (GST). The Client shall be responsible for all applicable taxes, duties, and government levies, except for taxes imposed on CelestInfo's income.

7.5 Expenses

Any travel, accommodation, or other out-of-pocket expenses incurred by CelestInfo in the performance of services shall be reimbursed by the Client, provided such expenses are pre-approved in writing.

8. Termination

8.1 Termination for Convenience

Either party may terminate an engagement by providing thirty (30) days' written notice to the other party. In the event of termination for convenience by the Client, the Client shall pay CelestInfo for all services performed and expenses incurred up to the effective date of termination, plus any non-cancellable commitments made on the Client's behalf.

8.2 Termination for Cause

Either party may terminate an engagement immediately upon written notice if the other party: (a) commits a material breach of these Terms or the applicable SOW and fails to cure such breach within fifteen (15) days after receiving written notice thereof; or (b) becomes insolvent, files for bankruptcy, or has a receiver appointed for its assets.

8.3 Effects of Termination

Upon termination of an engagement:

• CelestInfo shall deliver all completed and in-progress deliverables to the Client, subject to payment of all outstanding fees
• Each party shall return or destroy the other party's Confidential Information within thirty (30) days
• The provisions relating to Intellectual Property, Confidentiality, Limitation of Liability, and Governing Law shall survive termination

9. Governing Law and Dispute Resolution

9.1 Governing Law

These Terms and any disputes arising out of or in connection with these Terms or any engagement shall be governed by and construed in accordance with the laws of India.

9.2 Jurisdiction

The courts of Visakhapatnam, Andhra Pradesh, India shall have exclusive jurisdiction over any disputes arising out of or in connection with these Terms, subject to the arbitration provisions below.

9.3 Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms shall first be attempted to be resolved through good-faith negotiation between the parties. If the dispute cannot be resolved through negotiation within thirty (30) days, it shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996 (as amended). The seat of arbitration shall be Visakhapatnam, India. The arbitration shall be conducted in English by a sole arbitrator mutually appointed by the parties.

10. General Provisions

10.1 Entire Agreement

These Terms, together with any applicable SOW, MSA, or NDA, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous oral or written agreements, representations, or understandings.

10.2 Amendments

CelestInfo reserves the right to update or modify these Terms at any time. Material changes will be communicated to active Clients via email. Continued engagement of services after notification of changes constitutes acceptance of the revised Terms.

10.3 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

10.4 Waiver

The failure of either party to enforce any provision of these Terms shall not constitute a waiver of that party's right to enforce such provision or any other provision in the future.

10.5 Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under these Terms if such delay or failure results from circumstances beyond the reasonable control of that party, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, government actions, power failures, internet disruptions, or labor disputes.

10.6 Assignment

Neither party may assign or transfer its rights or obligations under these Terms without the prior written consent of the other party, except that CelestInfo may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.

10.7 Independent Contractor

CelestInfo is an independent contractor and nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.

11. Contact Information

If you have any questions, concerns, or requests regarding these Terms of Service, please contact us at:

CelestInfo Technologies Private Limited
Sagar Nagar, Visakhapatnam 530045, Andhra Pradesh, India
Email: info@celestinfo.com
Website: www.celestinfo.com