Terms of Service

Welcome to Vantrix Global. These Terms of Service ("Terms," "Agreement") govern your use of our BPO (Business Process Outsourcing) and IT outsourcing services. By engaging our services, you ("Client," "you") agree to these Terms.

Please read these Terms carefully before engaging our services.

1. Definitions

• "Vantrix Global," "we," "us," "our": Refers to Vantrix Global, a business entity registered in Udaipur, Rajasthan 313001, India
• "Client," "you," "your": The business entity or individual engaging our services
• "Services": BPO and IT outsourcing services as described in the applicable SOW
• "SOW" (Statement of Work): A detailed document outlining specific services, deliverables, timelines, and costs
• "SLA" (Service Level Agreement): Performance metrics and standards agreed upon
• "Confidential Information": Any non-public information disclosed by either party
• "Effective Date": The date services commence as specified in the SOW

2. Services Offered

2.1 Scope of Services

Vantrix Global provides the following BPO/KPO services:

• Customer Support: Voice, email, chat, and social media support
• Back-Office Operations: Data entry, document management, administrative support
• Finance & Accounting: Bookkeeping, accounts payable/receivable, payroll, financial reporting
• HR Services: Recruitment, onboarding, HR administration, employee engagement
• Telemarketing & Sales: Lead generation, appointment setting, inside sales
• Order Processing: Order entry, fulfillment tracking, returns management
• Supply Chain Support: Vendor management, inventory tracking, logistics coordination
• IT Support: Helpdesk, technical support, software development, AI/ML integration

2.2 Service Delivery Model

• Dedicated Teams: Exclusive team assigned to your account
• Shared Resources: Cost-effective shared agent model
• Hybrid Model: Combination of dedicated and shared resources
• Project-Based: Fixed-scope projects with defined deliverables

2.3 Statement of Work (SOW)

Each engagement requires a signed SOW detailing:

• Specific services and deliverables
• Service Level Agreements (SLAs)
• Pricing and payment terms
• Start date and contract duration
• Key performance indicators (KPIs)
• Reporting requirements

3. Service Level Agreements (SLAs)

3.1 Standard SLA Metrics

3.2 Service Availability

• Uptime Guarantee: 99.5% service availability
• Planned Maintenance: Notified 7 days in advance
• Unplanned Downtime: Immediate notification and status updates

3.3 SLA Credits

If we fail to meet agreed SLAs:

Service credits must be requested within 30 days of the reporting period.

4. Client Obligations

4.1 Information Provision

Client agrees to provide:

• Accurate and complete information for service delivery
• Access to necessary systems, tools, and platforms
• Process documentation and standard operating procedures (SOPs)
• Training materials and brand guidelines
• Timely feedback and approvals

4.2 System Access

• Provide secure access to required software, CRM, ERP systems
• Maintain user licenses for Vantrix Global team members
• Grant appropriate permissions and access levels
• Notify of system changes or maintenance

4.3 Cooperation

• Designate a primary point of contact
• Respond to queries within 48 business hours
• Participate in regular review meetings
• Provide timely approvals for deliverables

5. Pricing and Payment Terms

5.1 Pricing Models

• Per Full-Time Equivalent (FTE): Monthly fee per dedicated agent
• Per Transaction: Cost per unit processed (orders, calls, tickets)
• Hourly Rate: Time-based billing for variable workloads
• Project-Based: Fixed price for defined scope

5.2 Payment Terms

• Invoice Cycle: Monthly invoicing, issued within 5 business days of month-end
• Payment Due: Net 30 days from invoice date
• Payment Methods: Bank transfer (NEFT/RTGS/IMPS), wire transfer, UPI
• Currency: Indian Rupees (INR) or USD as agreed in SOW
• Taxes: All fees exclude GST (18%) which will be added to invoices

5.3 Late Payments

• Interest charged at 2% per month on overdue amounts
• Service suspension after 15 days of non-payment
• Right to terminate after 30 days of non-payment

5.4 Price Adjustments

• Annual price review based on inflation (CPI), labor costs
• 60 days' notice for price increases
• Client right to terminate without penalty if increase >15%

6. Contract Term and Termination

6.1 Contract Duration

• Initial Term: As specified in SOW (typically 12 months)
• Renewal: Automatic renewal for successive 12-month periods unless terminated
• Pilot Programs: 3-month pilot available before long-term commitment

6.2 Termination for Convenience

• Notice Period: 90 days' written notice by either party
• Early Termination Fee: If terminated before initial term, Client pays 50% of remaining contract value
• Wind-Down Period: 30-day knowledge transfer period

6.3 Termination for Cause

Either party may terminate immediately if:

• Material breach of Agreement not cured within 30 days
• Insolvency, bankruptcy, or liquidation proceedings
• Violation of confidentiality or data protection obligations
• Fraud, misconduct, or illegal activities

6.4 Post-Termination Obligations

• Return of all Client data and materials within 15 days
• Secure deletion of data per data retention policy
• Final invoice for services rendered through termination date
• Continued confidentiality obligations (indefinite)
• Transition assistance (billable at hourly rates)

7. Intellectual Property Rights

7.1 Client IP

• Client retains all rights to pre-existing IP, data, and materials
• Vantrix Global receives limited license to use Client IP solely for service delivery
• No right to use Client trademarks, logos without written consent

7.2 Work Product

• Client-Owned: All deliverables created specifically for Client
• Vantrix-Owned: Pre-existing tools, methodologies, templates
• License Grant: Client receives perpetual license to use work product

7.3 Service Improvements

Vantrix Global retains rights to:

• Process improvements and methodologies developed
• Anonymized, aggregated data for service enhancement
• Tools and technology platforms created

8. Confidentiality

Both parties agree to maintain confidentiality of all non-public information. See our separate NDA & Security Policy for detailed terms.

8.1 Key Obligations

• Protect confidential information with same care as own proprietary data
• Limit access to employees with need-to-know
• Not disclose to third parties without written consent
• Return or destroy confidential information upon request

8.2 Permitted Disclosures

• Required by law or court order (with notice to disclosing party)
• To professional advisors under confidentiality obligations
• Information already publicly available

9. Data Protection and Privacy

Data processing is governed by our Privacy Policy and applicable Data Processing Agreements (DPA).

9.1 Compliance

Vantrix Global complies with:

• Information Technology Act, 2000 (India)
• Digital Personal Data Protection Act, 2023 (India)
• GDPR (for EU clients)
• CCPA (for California clients)

9.2 Data Processing

• Process Client data only per written instructions
• Implement appropriate technical and organizational measures
• Assist with data subject requests (access, deletion, etc.)
• Notify of data breaches within 72 hours

10. Limitation of Liability

10.1 Liability Cap

Vantrix Global's total liability for any claims arising from this Agreement is limited to:

• Direct Damages: The total fees paid by Client in the 12 months preceding the claim
• Minimum Cap: INR 1,00,000 (One Lakh Rupees)

10.2 Excluded Damages

Vantrix Global is NOT liable for:

• Indirect, incidental, or consequential damages
• Lost profits, revenue, or business opportunities
• Loss of data (beyond data backup/recovery obligations)
• Damage to reputation or goodwill
• Third-party claims

10.3 Exceptions

Liability limitations do NOT apply to:

• Gross negligence or willful misconduct
• Breach of confidentiality obligations
• Data protection violations
• Intellectual property infringement
• Fraud or criminal acts

11. Indemnification

11.1 Client Indemnity

Client indemnifies Vantrix Global against claims arising from:

• Client's products, services, or business operations
• Client-provided content, data, or materials
• Violation of laws, regulations, or third-party rights
• Misuse of services provided

11.2 Vantrix Indemnity

Vantrix Global indemnifies Client against claims arising from:

• Infringement of third-party IP rights by Vantrix tools/methods
• Gross negligence or willful misconduct by Vantrix employees
• Data breaches caused by Vantrix security failures

11.3 Indemnification Process

• Prompt written notice of claim
• Full cooperation in defense
• Indemnifying party controls defense and settlement
• Indemnified party may participate at own expense

12. Force Majeure

Neither party is liable for failure to perform due to events beyond reasonable control, including:

• Natural disasters (earthquakes, floods, pandemics)
• War, terrorism, civil unrest
• Government actions (lockdowns, restrictions, sanctions)
• Labor strikes, power outages, internet failures
• Acts of God

12.1 Obligations During Force Majeure

• Notify affected party within 48 hours
• Use commercially reasonable efforts to mitigate impact
• Resume performance as soon as reasonably possible

12.2 Prolonged Force Majeure

If force majeure continues beyond 60 days, either party may terminate without penalty.

13. Dispute Resolution

13.1 Escalation Process

1. Account Manager: Initial resolution attempt (within 5 business days)
2. Senior Management: Escalation to VP/Director level (within 10 business days)
3. Executive Review: CEO/Founder involvement (within 15 business days)

13.2 Mediation

If internal escalation fails:

• Either party may request mediation
• Mediator selected by mutual agreement or appointed by courts
• Mediation conducted in Udaipur, Rajasthan
• Costs split equally between parties

13.3 Arbitration

If mediation fails:

• Governing Law: Arbitration and Conciliation Act, 1996
• Seat: Udaipur, Rajasthan, India
• Language: English
• Arbitrators: Single arbitrator (claims < INR 50 lakhs), Three arbitrators (claims ≥ INR 50 lakhs)
• Award: Final and binding on both parties

13.4 Jurisdiction

Exclusive jurisdiction: Courts of Udaipur, Rajasthan, India

14. General Provisions

14.1 Entire Agreement

These Terms, together with SOW, DPA, and NDA constitute the entire agreement and supersede all prior understandings.

14.2 Amendments

• Material changes require written amendment signed by both parties
• Non-material changes (e.g., contact updates) effective upon notice
• SOW amendments via signed change orders

14.3 Assignment

• Client may not assign without prior written consent
• Vantrix may assign to affiliates or in case of merger/acquisition
• Subcontracting permitted with confidentiality obligations

14.4 Severability

If any provision is invalid or unenforceable, remaining provisions remain in effect.

14.5 Waiver

Failure to enforce any right does not constitute waiver of that right.

14.6 Notices

• Written notices to addresses specified in SOW
• Email notices to designated contacts
• Effective upon receipt or 3 days after mailing

14.7 Relationship

Parties are independent contractors. No partnership, joint venture, or employment relationship created.

15. Compliance and Certifications

15.1 Regulatory Compliance

Vantrix Global maintains compliance with:

• Companies Act, 2013 (India)
• Goods and Services Tax (GST) Act
• Shops and Establishments Act (Rajasthan)
• Payment of Wages Act, 1936
• Sexual Harassment of Women at Workplace Act, 2013

15.2 Certifications (In Progress)

• ISO 27001:2013 (Information Security)
• ISO 27701:2019 (Privacy Management)
• SOC 2 Type II
• PCI DSS (for payment processing services)

16. Contact Information

For Contract Inquiries: Email info@vantrixglobal.com with subject "Service Agreement"

For Legal Questions: Email info@vantrixglobal.com with subject "Legal Inquiry"