Terms of service.

Acceptance of these terms.

These Terms of Service ("Terms") govern your access to and use of any website, service, product, platform, portal, demonstration, content or material made available by Vijaya Bhanu Engineering India Private Limited, trading as VB Group (together with its subsidiaries, affiliates and operating companies, "VB", "we", "us" or "our").

By accessing, browsing, using or registering for any VB website, service, product, platform or portal, you confirm that you have read, understood and accepted these Terms. If you do not accept these Terms, you must immediately stop using and accessing VB’s websites, services and platforms.

If you accept these Terms on behalf of an entity, you represent and warrant that you are duly authorised to bind that entity, and that the entity is bound by these Terms in addition to you personally.

Definitions.

• "Services" means any engineering service, consulting service, digital twin, AI platform, software, application, training programme, content production, demonstration, proof of concept, pilot, deployment and any other deliverable provided by VB.
• "Platforms" means Wistwin, Vijai, Zentry, Forgecore, Drona, 360Vista, DreamVerse, and any META sub-brand or any other platform, application or product VB makes available now or in the future.
• "Websites" means groupvb.com and any other website operated or maintained by VB.
• "Content" means any text, graphic, image, audio, video, software, data, database, design, illustration, document, drawing, model, digital twin output, analytics report or other material made available through the Services, Platforms or Websites.
• "User" or "you" means any person accessing or using the Services, Platforms or Websites.

Services and websites.

The Services, Platforms and Websites are provided for legitimate business use only. VB reserves the right, in its sole discretion and without prior notice, to add, remove, modify, suspend or discontinue any feature, component, service, platform or website, in whole or in part, at any time and for any reason.

VB does not warrant that any feature, service, platform or website will remain available, functional, error-free or accessible to any particular User. Information on the Websites is provided for general information only and does not constitute an offer, recommendation, advice or legal commitment unless explicitly stated in a written agreement signed by an authorised representative of VB.

Account, registration and access.

Where a Service or Platform requires an account, you must provide accurate, complete and current information and keep it up to date. You are solely responsible for all activity that occurs under your account credentials and for safeguarding those credentials. You agree to notify VB immediately of any unauthorised access or use.

VB may verify your identity, conduct background checks and require additional information at any time. VB may refuse, suspend, terminate or limit your account access at any time, in its sole discretion, with or without cause, and with or without notice.

Intellectual property.

All intellectual-property rights in and arising from the Services, Platforms, Websites and Content, including without limitation copyright, patent rights, trademark rights, design rights, trade-secret rights, know-how, database rights, source code, object code, models, methodologies, architectures, schematics, workflows, scripts, configurations and any derivative works thereof, are and shall at all times remain the sole and exclusive property of VB.

VB grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to access and use the Services, Platforms and Websites strictly for your internal business purposes and in accordance with these Terms. No other licence or right, express or implied, is granted.

You shall not, and shall not permit any third party to: (a) copy, reproduce, modify, adapt, translate, distribute, publish or create derivative works of the Services, Platforms, Websites or Content; (b) reverse-engineer, decompile, disassemble or otherwise attempt to derive the source code or underlying ideas, algorithms, structure or organisation of any Platform; (c) remove, alter or obscure any proprietary notice, trademark, copyright notice or attribution; (d) use any VB trademark, logo, trade name or brand element, including but not limited to "VB Group", "VB Engineering", "Wistwin", "Vijai", "Zentry", "Forgecore", "Drona", "360Vista", "DreamVerse", or any META sub-brand, without VB’s prior written consent; or (e) use the Services, Platforms or Content for competitive benchmarking, training of competing artificial-intelligence systems, or any purpose adverse to VB’s interests.

Trademarks, trade names, service marks and logos appearing on the Websites are registered or unregistered marks of VB or its licensors. Use of any such mark without express written authorisation from VB or the applicable licensor is strictly prohibited.

Feedback and submissions.

Any feedback, comment, idea, suggestion, proposal, modification request, bug report, feature request, image, video, document, configuration, data, drawing, model or other material you submit to VB ("Submission"), whether through the Websites, the Platforms, email, social media, in-person meetings or any other channel, is deemed non-confidential and becomes the property of VB upon submission.

You hereby irrevocably assign to VB all right, title and interest in and to each Submission, including all intellectual-property rights, on a perpetual, worldwide, royalty-free and unrestricted basis. VB may use, reproduce, adapt, publish, translate, modify, distribute, sublicense and commercialise each Submission for any purpose, without attribution, compensation or obligation to you.

You warrant that you have all rights necessary to make each Submission and to grant the assignment in this section, and that no Submission infringes any third-party right.

Acceptable use.

You agree not to:

• use the Services, Platforms, Websites or Content for any unlawful, fraudulent, defamatory, harmful, infringing, harassing or threatening purpose;
• attempt to gain unauthorised access to any part of the Services, Platforms, Websites or VB’s infrastructure, or to interfere with the security, integrity or availability of the same;
• transmit any virus, malware, trojan, ransomware or any code intended to disrupt, damage or interfere with any computer system;
• scrape, crawl, harvest, index, mirror, frame or otherwise systematically collect any portion of the Websites, Platforms or Content without VB’s prior written consent;
• use the Services, Platforms or Content to develop, train or operate any product or service competitive with VB;
• misrepresent your identity, your authority or your affiliation with any organisation;
• circumvent, disable or interfere with any security or access-control feature of the Services or Platforms.

VB may, in its sole discretion, monitor User activity for compliance with these Terms. VB reserves the right to investigate any suspected breach and to cooperate with law-enforcement authorities.

Third-party services.

The Services, Platforms and Websites may link to, embed or integrate with third-party services, websites or content. VB does not endorse, control or assume responsibility for any third-party service, and your use of any third-party service is at your sole risk and subject to that third party’s terms and policies.

Fees, payment and taxes.

Where the Services or Platforms are subject to fees, the fees, billing cycle, payment terms and refund policy will be governed by the separate written commercial agreement signed between VB and the customer. In the absence of such an agreement, the published price (where any) shall apply.

All fees are exclusive of applicable taxes, duties, levies and statutory charges, which are payable by the customer in addition to the fees. Late payment shall attract interest at the maximum rate permitted by applicable law. Fees paid are non-refundable except as expressly agreed in writing.

Confidentiality.

You shall hold in strict confidence all non-public information of VB to which you obtain access through the Services, Platforms, Websites or your engagement with VB, including technical information, business plans, pricing, methodology, source code, configurations, demonstrations and any other information that a reasonable person would understand to be confidential. You shall use such information solely for the purposes contemplated by these Terms or by a separate written agreement with VB. This obligation survives termination of these Terms indefinitely or for the maximum period permitted by applicable law.

Warranties and disclaimers.

The Services, Platforms, Websites and Content are provided "AS IS" and "AS AVAILABLE", without any warranty, representation or condition of any kind, whether express, implied, statutory or otherwise.

To the maximum extent permitted by applicable law, VB expressly disclaims all warranties, representations and conditions, including without limitation any implied warranty of merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, reliability, availability, uninterrupted operation, security or freedom from error.

VB does not warrant that the Services or Platforms will meet your requirements, that operation will be timely, secure or error-free, that defects will be corrected, or that the Services, Platforms or Websites are free of viruses or other harmful components. Statements made by VB personnel in marketing materials, demonstrations or oral communications do not constitute warranties unless expressly stated in a written agreement signed by an authorised representative of VB.

Limitation of liability.

To the maximum extent permitted by applicable law:

• VB shall not be liable to you or any third party for any indirect, incidental, special, consequential, exemplary, punitive or enhanced damages, including but not limited to loss of profit, loss of revenue, loss of business opportunity, loss of goodwill, loss of data, loss of use, business interruption or cost of substitute services, even if VB has been advised of the possibility of such damages.
• VB’s aggregate liability arising out of or relating to these Terms, the Services, the Platforms, the Websites and the Content, whether in contract, tort, statute or otherwise, shall not exceed the lower of (a) the total amount paid by the customer to VB for the specific Service or Platform giving rise to the claim during the twelve (12) months immediately preceding the event that gave rise to the claim, or (b) one hundred US dollars (US$100) or its equivalent in Indian rupees.
• The exclusions and limitations in this section apply to the maximum extent permitted by applicable law, regardless of the form of action and even if any limited remedy fails of its essential purpose.

Some jurisdictions do not allow the exclusion or limitation of certain damages. In those jurisdictions, the exclusions and limitations apply to the maximum extent permitted by law.

Indemnity by you.

You shall indemnify, defend and hold harmless VB, its officers, directors, employees, contractors, agents, suppliers and licensors, from and against any and all claims, demands, suits, liabilities, losses, damages, judgments, settlements, fines, penalties, costs and expenses (including reasonable legal fees) arising out of or relating to:

• your breach of these Terms or of any representation, warranty or covenant made by you;
• your use or misuse of the Services, Platforms, Websites or Content;
• your violation of any applicable law, regulation or third-party right (including intellectual-property rights and privacy rights);
• any Submission made by you under Section 06;
• any negligence, wilful misconduct or fraud by you or any person acting on your behalf.

VB reserves the right to assume the exclusive defence and control of any matter subject to indemnification by you, at your expense. You shall cooperate fully with VB in defending such claims.

Suspension and termination.

VB may suspend, restrict or terminate your access to the Services, Platforms, Websites and Content, in whole or in part, at any time, with or without notice and with or without cause. Reasons may include, without limitation, suspected breach of these Terms, non-payment, suspected fraud, security risk, legal requirement, regulatory action, or business reason internal to VB.

Upon termination, all rights granted to you under these Terms shall immediately cease, and you shall immediately stop using the Services, Platforms, Websites and Content and destroy or return all copies of any Content in your possession. Sections that by their nature survive termination, including but not limited to Sections 05, 06, 10, 11, 12, 13, 16 and 17, shall survive any termination.

Force majeure.

VB shall not be liable for any failure or delay in performance to the extent caused by an event beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, epidemics, war, terrorism, civil unrest, governmental action, regulatory change, strike, lockout, internet outage, power failure, denial-of-service attack, supply chain disruption, sub-processor failure or any other event of similar nature.

Governing law and dispute resolution.

These Terms shall be governed by and construed in accordance with the laws of the Republic of India, without giving effect to any conflict-of-laws principles.

Any dispute, controversy or claim arising out of or relating to these Terms, including questions of breach, termination, validity or enforceability, shall be referred to and finally resolved by arbitration administered under the Arbitration and Conciliation Act, 1996 (India), as amended from time to time. The seat and venue of the arbitration shall be Hyderabad, India. The arbitration shall be conducted by a sole arbitrator appointed by mutual agreement of the parties or, failing such agreement within thirty (30) days, by the relevant institutional appointing authority. The language of the arbitration shall be English.

Subject to the above, the courts at Hyderabad, India shall have exclusive jurisdiction over any matter not subject to arbitration, including the seeking of interim or injunctive relief. You expressly waive any objection based on inconvenient forum or improper venue.

You and VB agree that any dispute will be resolved on an individual basis and not as part of any class, consolidated or representative action. The parties expressly waive any right to participate in a class action or class arbitration.

General provisions.

17.1 Entire agreement

These Terms, together with any separately signed commercial agreement, statement of work, order form or policy referenced herein, constitute the entire agreement between you and VB and supersede all prior or contemporaneous communications, representations and understandings.

17.2 Amendments

VB reserves the right to amend these Terms at any time. Material amendments will be notified by reasonable means, including posting an updated version on the Websites. Your continued use of the Services, Platforms or Websites after the effective date of any amendment constitutes acceptance of the amended Terms.

17.3 Severability

If any provision of these Terms is held invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect. The invalid, illegal or unenforceable provision shall be replaced with a valid, legal and enforceable provision that most closely reflects the original intent.

17.4 No waiver

No failure or delay by VB to enforce any right or provision shall constitute a waiver of that right or provision. Any waiver must be in writing signed by an authorised representative of VB.

17.5 Assignment

You shall not assign, transfer or delegate any of your rights or obligations under these Terms without VB’s prior written consent. VB may freely assign these Terms, including in connection with a merger, acquisition, restructuring or sale of all or part of its business.

17.6 Notices

Notices to VB shall be sent in writing to connect@groupvb.com or by registered post to the registered office set out in Section 18. You consent to receive notices from VB by electronic means, including email and posting on the Websites.

17.7 Relationship of the parties

No agency, partnership, joint venture or employment relationship is created by these Terms. Neither party has authority to bind the other.

17.8 Third-party rights

Except as expressly stated, no third party shall have any right to enforce these Terms.

Contact.