Terms of Service

Definitions

In these Terms of Service, the following terms have the meanings set out below:

• "iLogix", "we", "us", "our" — iLogix Digital, a company registered in India and operating at ilogix.co.in.
• "Client", "you", "your" — any individual, company, or organisation that engages iLogix for services, accesses iLogix's website, or purchases iLogix products.
• "Services" — all services offered by iLogix, including but not limited to web and app development, AI and automation, cybersecurity, IT staffing, corporate training, and the Fintralis platform.
• "Engagement" — a specific project or service arrangement entered into between iLogix and a Client, governed by a written scope document or proposal.
• "Fintralis" — iLogix's proprietary financial audit and accounts payable duplicate-detection platform.
• "Deliverables" — any software, documentation, reports, code, configurations, or other outputs produced by iLogix for a Client under an Engagement.
• "Confidential Information" — any non-public information disclosed by either party in connection with an Engagement, whether written, oral, or electronic.

Acceptance of terms

By accessing iLogix's website (ilogix.co.in), submitting an enquiry, signing a proposal or scope document, or using any iLogix service or product, you agree to be bound by these Terms of Service and our Privacy Policy.

If you are entering into these terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity. If you do not have such authority, or do not agree to these terms, you must not use our services.

Services offered

iLogix provides the following categories of services:

• Web & App Development — custom web applications, mobile apps, SaaS platforms, APIs, and digital product builds.
• AI & Automation — workflow automation, document AI, AI-powered product development, and ERP integrations.
• Fintralis — AP audit and duplicate payment detection platform, deployed on-premises or as a managed service.
• Cybersecurity — supply, deployment, and support of endpoint security, firewall, SSL/TLS certificates, and PKI solutions through verified partner relationships (Sophos, Kaspersky, DigiCert, Sectigo).
• Staffing & Talent — placement of vetted technical professionals on a permanent or contract basis.
• Training & Upskilling — corporate technology training programmes, including AI literacy, cybersecurity awareness, and ERP training, delivered in-person or virtually.

iLogix reserves the right to modify, discontinue, or add services at any time. Changes to services will not affect Engagements already confirmed in writing.

Engagements & scope of work

All project Engagements begin with a written scope document or proposal, which sets out the deliverables, timeline, cost, and assumptions. An Engagement is confirmed when the Client provides written acceptance (including email) of the scope document.

Scope changes: Any change to confirmed scope — whether additions, modifications, or removals — must be agreed in writing by both parties before work on the changed scope begins. iLogix will provide an updated cost and timeline estimate for any agreed scope change.

Client obligations: Clients are responsible for providing timely access to systems, credentials, data, and personnel required for iLogix to perform the Services. Delays caused by the Client's failure to provide required access may extend project timelines and are not the responsibility of iLogix.

Assumptions: Each scope document states assumptions made at the time of scoping. If an assumption proves materially incorrect during delivery, iLogix will notify the Client promptly and both parties will agree in writing on any consequent scope or cost adjustment.

Payment terms

Payment terms are stated in each Engagement's scope document or proposal. Unless otherwise agreed in writing, the following defaults apply:

• Fixed-price projects: 50% advance on Engagement confirmation; 50% on delivery and sign-off.
• Time-and-materials projects: Invoiced monthly in arrears; payment due within 15 days of invoice date.
• Retainer arrangements: Invoiced monthly in advance; payment due within 7 days of invoice date.
• Product licences (including Fintralis): Annual licence fee payable in advance unless otherwise agreed.
• Cybersecurity products: Payment due at the time of order placement; iLogix places orders with vendors only upon receipt of cleared funds.

Late payment: Invoices not paid within the agreed period will attract interest at 18% per annum (1.5% per month) on the outstanding balance. iLogix reserves the right to pause active work until overdue invoices are settled.

GST: All amounts are exclusive of applicable GST. GST will be added to invoices at the prevailing rate and is payable by the Client.

Intellectual property

Client-owned deliverables: Upon receipt of full payment for an Engagement, iLogix assigns to the Client all intellectual property rights in the Deliverables produced specifically for that Client, including source code, documentation, and design assets. This assignment is worldwide, perpetual, and irrevocable.

iLogix pre-existing IP: iLogix retains all rights to pre-existing intellectual property, internal frameworks, libraries, tools, and methodologies used in the production of Deliverables. Where such pre-existing IP is incorporated into Deliverables, iLogix grants the Client a non-exclusive, perpetual licence to use it as part of the Deliverables.

Fintralis: Fintralis is proprietary iLogix software. Clients receive a licence to use Fintralis as set out in their Fintralis subscription or deployment agreement. No ownership or source-code rights are transferred unless explicitly agreed in writing.

Website content: All content on ilogix.co.in — including text, graphics, logos, and design — is the property of iLogix Digital and may not be reproduced without written permission.

Confidentiality

Both parties agree to hold the other's Confidential Information in strict confidence and not to disclose it to any third party without prior written consent, except as required by law or regulation.

Confidential Information does not include information that: (a) is or becomes publicly known through no breach of these terms; (b) was known to the receiving party before disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law, court order, or regulatory authority, provided the disclosing party is given prompt written notice where legally permissible.

iLogix's employees, contractors, and subcontractors who have access to Client Confidential Information are bound by equivalent confidentiality obligations. iLogix does not use Client data for any purpose other than performing the agreed Services.

Confidentiality obligations survive the termination of any Engagement for a period of three (3) years.

Data & privacy

iLogix's collection and use of personal data is governed by our Privacy Policy, which forms part of these Terms of Service.

Client data: Where iLogix processes Client data (including financial records, employee data, or business data) as part of delivering Services, iLogix acts as a data processor and the Client acts as the data controller. iLogix processes such data only as instructed by the Client and in accordance with applicable law.

Data security: iLogix implements appropriate technical and organisational measures to protect Client data against unauthorised access, loss, or disclosure. Specific security requirements may be agreed as part of an Engagement's scope document.

Data return and deletion: On termination of an Engagement, iLogix will, at the Client's request, return or securely delete Client data, except where retention is required by law.

iLogix does not sell, rent, or share Client data with third parties for marketing or commercial purposes.

Warranties & representations

iLogix warrants that:

• Services will be performed with reasonable skill and care by qualified personnel.
• Deliverables will materially conform to the agreed scope at the time of delivery.
• iLogix has the right to provide the Services and assign the IP as described in Section 6.
• iLogix will comply with all applicable laws in the performance of Services.

iLogix does not warrant that:

• Services or Deliverables will be entirely error-free or uninterrupted.
• Third-party products or integrations (including ERP systems, cloud platforms, or cybersecurity vendor products) will perform in accordance with their own vendors' warranties.
• AI-generated outputs (including those from Fintralis or automation workflows) will be 100% accurate; human review of AI outputs is the Client's responsibility.

Limitation of liability

To the maximum extent permitted by applicable Indian law:

• iLogix's total aggregate liability arising out of or in connection with any Engagement shall not exceed the total fees paid by the Client to iLogix for that specific Engagement in the twelve (12) months preceding the claim.
• iLogix shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profit, loss of revenue, loss of business, or loss of data, even if iLogix has been advised of the possibility of such damages.
• iLogix shall not be liable for losses arising from the Client's misuse of Deliverables, reliance on AI outputs without human verification, or failure to maintain adequate backups of data.

Nothing in these terms limits or excludes liability for: (a) death or personal injury caused by iLogix's negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability that cannot be excluded under applicable law.

Indemnification

The Client agrees to indemnify, defend, and hold harmless iLogix Digital, its directors, employees, contractors, and partners from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in connection with:

• The Client's use of Deliverables in a manner that infringes the intellectual property rights of any third party.
• The Client's breach of these Terms of Service or any applicable law.
• Data or content supplied by the Client to iLogix that is unlawful, infringing, or harmful.
• The Client's misuse or modification of Deliverables after handover.

Termination

Termination for cause: Either party may terminate an Engagement immediately on written notice if the other party: (a) commits a material breach of these terms and fails to remedy it within 14 days of written notice; (b) becomes insolvent or enters into any insolvency proceedings; or (c) engages in fraudulent or unlawful conduct.

Termination for convenience: Either party may terminate an Engagement with 30 days' written notice. In such cases, the Client is liable for all work completed and costs reasonably incurred up to the date of termination. iLogix will provide a final invoice for work done; the Client is not entitled to a refund of advance payments for work already performed.

Effect of termination: On termination, iLogix will deliver to the Client all completed work and work in progress. All payment obligations for work performed survive termination. Confidentiality and IP provisions survive termination indefinitely (subject to the periods stated in those sections).

Fintralis-specific terms

The following additional terms apply to all Fintralis deployments and licences:

Licence: iLogix grants the Client a non-exclusive, non-transferable licence to use Fintralis for the Client's own internal business purposes. The Client may not sublicence, resell, or make Fintralis available to third parties without iLogix's written consent.

Data access: Fintralis requires access to the Client's accounts payable data and financial records. The Client warrants that it has all necessary rights and authorisations to provide such data to iLogix for processing by Fintralis.

Audit outputs: Fintralis audit reports and findings are provided for the Client's internal review and decision-making. iLogix does not warrant that Fintralis will identify 100% of duplicate or erroneous payments. The Client is responsible for verifying and acting on Fintralis outputs.

Upgrades: iLogix may update Fintralis from time to time. Updates that materially change functionality will be communicated to active Clients with reasonable notice. Critical security updates may be applied without prior notice.

Free evaluation: iLogix may offer a free AP data evaluation prior to a full Fintralis deployment. Free evaluations are provided as-is, without warranty, and do not constitute a commitment by either party to enter into a full Engagement.

Third-party products & partner relationships

iLogix is an authorised reseller and implementation partner for Sophos, Kaspersky, DigiCert, and Sectigo, and a registered vendor on the Government e-Marketplace (GeM). The following applies to third-party products:

• Vendor terms: Third-party products are subject to the end-user licence agreements and terms of the respective vendors. By purchasing third-party products through iLogix, the Client agrees to be bound by the applicable vendor terms.
• Warranties: iLogix does not provide warranties for third-party products beyond what the respective vendors offer. Warranty claims for third-party products are handled through the vendor's own processes, with iLogix's assistance where applicable.
• Renewal: iLogix will endeavour to notify Clients of upcoming licence renewals with reasonable notice. iLogix is not liable for lapses in coverage caused by the Client's failure to renew on time.
• GeM procurement: Engagements placed through the GeM portal are subject to GeM's own terms and the Government of India's procurement guidelines, in addition to these terms.

Governing law & dispute resolution

These Terms of Service and any Engagement governed by them are subject to the laws of India. The courts of Delhi shall have exclusive jurisdiction to hear any dispute arising out of or in connection with these terms or any Engagement.

Dispute resolution process: Before initiating legal proceedings, both parties agree to attempt to resolve any dispute through good-faith negotiation. If the dispute cannot be resolved within 30 days of written notice, either party may refer the matter to arbitration under the Arbitration and Conciliation Act, 1996, with the seat of arbitration in Delhi and proceedings conducted in English.

Amendments

iLogix reserves the right to update these Terms of Service at any time. Changes will be published on this page with an updated effective date. For active Engagements, the terms in effect at the time the Engagement was confirmed apply unless both parties agree in writing to adopt updated terms.

Continued use of iLogix's website or services after changes are published constitutes acceptance of the updated terms.

Contact

For questions about these Terms of Service, to report a breach, or to exercise any rights described herein, please contact us: