Terms of Service – VI Consulting

Services

These Terms of Service (“Terms”) govern the consulting services provided by
[Consultant Name / Vimana Initiatives] (“Consultant,” “we,” “us”)
to the client (“Client,” “you”). By engaging our services, you agree to these Terms.

1. Services

1.1 Consultant will provide consulting services as described in one or more
written proposals, statements of work, or email confirmations (each, an “SOW”).

1.2 Each SOW will define the scope of work, deliverables, timeline, and fees.

2. Client Responsibilities

2.1 Client will provide timely access to information, personnel, systems, and
decisions reasonably needed for Consultant to perform the services.

2.2 Client is responsible for reviewing deliverables and providing feedback within
a reasonable time. Delays in feedback may extend timelines.

3. Fees and Payment

3.1 Fees will be specified in the applicable SOW (e.g., hourly, daily, monthly
retainer, or fixed project fee).

3.2 Unless otherwise stated, invoices are due within [15 / 30] days
of the invoice date.

3.3 Client is responsible for any applicable taxes, except for taxes based on
Consultant’s income.

4. Term and Termination

4.1 These Terms apply from the date you first engage our services and continue
until all SOWs are completed or terminated.

4.2 Either party may terminate an SOW for convenience with
[30] days’ written notice, unless the SOW states otherwise.

4.3 Either party may terminate an SOW immediately if the other party materially
breaches these Terms or the SOW and does not cure the breach within
[15] days after written notice.

4.4 Upon termination, Client will pay for all services performed and expenses
incurred up to the effective date of termination.

5. Intellectual Property

5.1 Pre-existing materials, tools, and methods owned by Consultant before the
engagement remain Consultant’s property (“Background IP”).

5.2 Subject to full payment of fees, Consultant grants Client a non-exclusive,
non-transferable license to use deliverables created under the SOW for Client’s
internal business purposes.

5.3 Consultant may reuse non-confidential know-how, methods, and generalized
learnings in future work, as long as no Client confidential information is disclosed.

6. Confidentiality

6.1 “Confidential Information” means non-public information disclosed by one party
to the other, whether in writing, orally, or electronically, that is marked or reasonably
understood as confidential.

6.2 Each party will:

• Use the other party’s Confidential Information only to perform or receive services; and
• Protect it with at least reasonable care and not share it with third parties except as
  needed to perform the services (under similar confidentiality obligations).

6.3 Confidentiality obligations do not apply to information that is:

• Already known without duty of confidentiality;
• Publicly available through no fault of the receiving party;
• Independently developed without use of the disclosing party’s information; or
• Required to be disclosed by law or court order (with prompt notice where legally allowed).

7. Data Protection

7.1 If a client shares personal data, the parties will handle it in accordance with
applicable data protection laws.

7.2 Client will share only the minimum personal data necessary for the services and
will ensure it has the right to share such data.

8. Warranties and Disclaimers

8.1 Consultant will perform the services with reasonable skill and care consistent
with industry practice.

8.2 Except as expressly stated in these Terms or an SOW, the services and
deliverables are provided “as is” and “as available,” without any other warranties,
express or implied.

9. Limitation of Liability

9.1 To the maximum extent permitted by law, Consultant’s total liability arising out
of or related to the services, these Terms, or any SOW is limited to the total fees paid
by Client to Consultant under the relevant SOW in the
[6 / 12]-month period before the event giving rise to the claim.

9.2 Consultant is not liable for any indirect, incidental, consequential, special, or
punitive damages, or for loss of profits, revenue, data, or business opportunities,
even if advised of the possibility of such damages.

9.3 These limitations apply to all theories of liability (contract, tort, negligence,
strict liability, etc.), to the extent permitted by law.

10. Independent Contractor

10.1 Consultant is an independent contractor, not an employee, partner, or agent of
Client.

10.2 Nothing in these Terms creates a joint venture, partnership, or employment
relationship.

11. Governing Law and Dispute Resolution

11.1 These Terms are governed by the laws of
[TX / USA], without regard to its conflict of laws rules.

11.2 Any disputes will first be addressed in good-faith discussions between the
parties.

11.3 If not resolved, disputes may be brought in the courts located in
[Houston, TX / USA], and each party submits to the exclusive jurisdiction of
those courts.

12. Miscellaneous

12.1 Entire Agreement: These Terms and any SOWs constitute the entire
agreement between the parties regarding the consulting services and supersede all
prior understandings.

12.2 Amendments: Any changes must be in writing and agreed by both parties.

12.3 Assignment: Client may not assign its rights or obligations under these Terms
without Consultant’s prior written consent, except to a successor in a merger or sale
of substantially all assets.

12.4 Severability: If any provision is found invalid or unenforceable, the remaining
provisions remain in full force.

12.5 Notices: Formal notices under these Terms must be in writing and sent to the
contact details specified by each party (e.g., email or physical address).