Terms of Service

Acceptance of these Terms

These Terms of Service ("Terms") form a binding agreement between you ("you", "Client") and Arkyniq ("Arkyniq", "we", "us", "our"), a backend-operations and automation studio based in India.

You accept these Terms when you do any of the following:

• Access or browse the Arkyniq website;
• Submit our enquiry form or book a call with us;
• Authorise an Arkyniq application to access your accounts through OAuth or any other mechanism;
• Sign a proposal, statement of work or order form referencing these Terms;
• Accept delivery of, pay for, or continue to use any of our Services.

If you do not agree to these Terms, do not use the Services. If you are accepting on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, and "you" refers to that entity.

These Terms incorporate our Privacy Policy by reference.

Definitions

• "Services" — the backend-operations audits, automation design and build work, integrations, applications, dashboards, retainer support and related consulting that Arkyniq provides.
• "SOW" — a statement of work, proposal, order form or written scope document agreed between the parties that describes specific Services, deliverables, timelines and fees.
• "Deliverables" — the automations, code, configurations, documentation, reports and other work product Arkyniq creates for you under an SOW.
• "Client Data" — any data, content or materials you provide to us, or that our Services access or generate on your behalf, including data retrieved from your connected third-party accounts.
• "Connected Account" — any third-party service you authorise an Arkyniq application to access, including Google Workspace accounts.
• "Arkyniq IP" — our pre-existing and independently developed frameworks, libraries, templates, tooling, methodologies and know-how, together with all improvements to them.
• "Confidential Information" — non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential.

The Services

3.1 What we do

Arkyniq provides, depending on what an SOW specifies:

• Backend operations audit — a structured review of your operational stack that identifies where margin is being lost to manual work, disconnected tools, dead stock or slow follow-up, with a prioritised remediation plan.
• Automation build — design, development and deployment of custom infrastructure: data pipelines, lead routing, inventory and reporting systems, and integrations between the tools you already use.
• Integration operation and support — monitoring, maintenance and iteration of systems we built, under an ongoing retainer.

3.2 Nature of the engagement

We provide professional services, not a packaged software subscription. Unless an SOW says otherwise, our obligation is to perform the Services with reasonable skill and care in a professional and workmanlike manner. We do not guarantee any particular business outcome, revenue figure, cost saving or margin improvement. Any figures, benchmarks or case-study results shown on our website or in our materials describe past work in specific circumstances and are illustrative, not a promise of your results.

3.3 Order of precedence

If a signed SOW conflicts with these Terms, the SOW prevails for that engagement only, and only to the extent of the conflict. All other provisions of these Terms continue to apply.

Eligibility and accounts

• You must be at least 18 years old and capable of forming a binding contract.
• The Services are intended for businesses and for individuals acting in a professional capacity, not for consumers purchasing for personal use.
• You must not use the Services if you are barred from doing so under applicable law, or if you are located in, or ordinarily resident in, a jurisdiction subject to sanctions that would prohibit the engagement.
• Information you give us — including on our enquiry form — must be accurate, current and complete.
• Where we issue you credentials to a dashboard or tool, you are responsible for keeping them confidential and for all activity under your account. Tell us immediately at hello@arkyniq.ai if you suspect unauthorised access.

Engagement, scope and change

5.1 How an engagement starts

Submitting our enquiry form or booking a call does not create an engagement or oblige either party to proceed. We review each enquiry and may decline any prospective engagement at our discretion. An engagement begins only when both parties agree an SOW in writing and, where required, the initial payment is received.

5.2 Scope

The SOW defines what is in scope. Anything not expressly described in it is out of scope — including work on systems not listed, additional integrations, migrations, data cleanup beyond what is specified, and training beyond the agreed handover.

5.3 Changes to scope

Either party may request a change. A change becomes binding only when both parties agree it in writing, including any effect on fees and timelines. We will not perform out-of-scope work, and you will not be charged for it, without that written agreement.

5.4 Timelines and dependencies

Timelines in an SOW are good-faith estimates that assume you provide access, approvals, data and feedback within the agreed windows. Delays caused by outstanding dependencies on your side extend our delivery dates by at least the duration of the delay, and we are not in breach as a result. Where a delay materially changes the cost of delivery, we may propose a revised fee.

5.5 Capacity

We take on a limited number of concurrent builds. Availability shown on our website is indicative and may change before an SOW is signed.

Fees, payment and refunds

• Fees. Fees, the payment schedule and the currency are set out in the applicable SOW. Unless stated otherwise, fees exclude taxes.
• Taxes. You are responsible for all applicable taxes, duties and levies, including GST, other than taxes on our net income. Where withholding tax applies, you will gross up the payment so that we receive the full invoiced amount.
• Invoicing and due date. Invoices are payable within 7 days of the invoice date unless the SOW specifies otherwise.
• Upfront amounts. Build engagements typically require an upfront deposit before work starts. Deposits secure capacity and are non-refundable once work has commenced.
• Retainers. Retainers are billed in advance for each period, are not contingent on hours consumed, and unused capacity does not roll over unless the SOW says it does.
• Third-party costs. Subscription, licence, hosting, API and usage charges for third-party tools your solution relies on are your responsibility and are billed directly to you by those providers, unless the SOW states that we will procure them on your behalf.
• Late payment. Overdue amounts accrue interest at 1.5% per month or the maximum permitted by law, whichever is lower. We may suspend Services on undisputed invoices more than 14 days overdue, after giving you written notice.
• Disputed invoices. Raise any dispute in writing within 7 days of the invoice date, with reasons. Undisputed portions remain payable on time.
• Refunds. Because the Services are bespoke professional work delivered against an agreed scope, fees for work already performed are non-refundable. If we terminate an engagement for our own convenience, we will refund the pro-rata portion of prepaid fees for Services not yet delivered.

Your responsibilities

Our work depends on inputs only you can supply. You agree to:

• Provide timely access and decisions — supply the access, credentials, data, approvals and feedback we reasonably request, and nominate a single point of contact empowered to make decisions.
• Have the right to grant what you grant. You represent and warrant that you own or are properly licensed to use all Client Data, that you have the authority to authorise access to every Connected Account you connect, and that you have obtained every consent, notice and lawful basis required for us to process the personal data contained in it. This is a material obligation.
• Comply with applicable law — including data-protection, anti-spam, electronic-communications and consumer-protection law in every jurisdiction where your systems operate. Where we build outbound email or messaging workflows, you are responsible for the lawfulness of the messages those workflows send, including consent, opt-out and sender-identification requirements.
• Maintain your own backups — keep independent backups of your systems and data. We are not a backup service, and you should not rely on us as your only copy.
• Review before go-live — test and approve each automation in a non-production or limited context before it runs against live data at scale. Automations act on your systems at speed; a misconfiguration you approve can propagate quickly.
• Keep credentials secure — manage your own account security, including multi-factor authentication on Connected Accounts, and rotate any credential you believe has been exposed.

Google and third-party integrations

8.1 Your authorisation

Where the Services require access to your Google Workspace account, you grant that access yourself through Google's OAuth consent screen. That screen lists every permission requested before you approve it. We request the narrowest scopes our configured workflows need, and we never ask for or store your Google password.

8.2 How we may use Google user data

Arkyniq's use and transfer of information received from Google APIs adheres to the Google API Services User Data Policy, including the Limited Use requirements. Specifically, we use that data only to provide and improve the user-facing features you requested; we do not transfer it except as necessary to provide those features, for security purposes, or to comply with law; we do not use it for advertising; we do not allow humans to read it except in the narrow circumstances set out in our Privacy Policy; and we do not use it to train generalised AI or machine-learning models.

The complete disclosure — every scope requested, the purpose of each, what we store, and for how long — is in Section 4 of our Privacy Policy.

8.3 Your relationship with Google

Your use of Google Workspace is governed by your own agreement with Google. Nothing in these Terms modifies it. You are responsible for ensuring that authorising our application is permitted by your Google Workspace administrator and by any policy that binds you. Google is not a party to these Terms.

8.4 Revoking access

You may revoke our access at any time at myaccount.google.com/permissions, or by asking us to disconnect the integration. Revocation stops the workflows that depend on that access, and we are not liable for the consequences of workflows halting after you revoke.

8.5 Platform changes

Third-party platforms change their APIs, pricing, rate limits and policies without our control or consent. If such a change breaks or restricts an integration, we will tell you promptly and propose a remediation. Remediation work falls outside the original SOW unless the SOW or an active retainer covers it. We are not liable for a platform's own changes, outages, deprecations or enforcement actions.

Acceptable use

You must not use the Services, or ask us to build anything that would:

• Violate any applicable law, regulation or third-party right;
• Send unsolicited bulk commercial messages, or any messaging that breaches anti-spam or electronic-communications law;
• Scrape, harvest or extract data from any service in breach of that service's terms, or circumvent a rate limit, paywall, authentication or technical protection measure;
• Access any account, system or dataset without proper authorisation;
• Process personal data without a lawful basis, or in breach of a notice or consent given to the individuals concerned;
• Infringe intellectual property, or misappropriate trade secrets;
• Facilitate fraud, deception, money laundering, or deliberately misleading claims to consumers;
• Introduce malware, or interfere with or disrupt the integrity of any system or network;
• Reverse engineer, decompile or attempt to derive the source of Arkyniq IP, except to the extent that restriction is unenforceable by law;
• Resell, sublicense or provide the Services to third parties as your own, without our prior written consent.

We may decline or stop any work we reasonably believe breaches this section, and may suspend or terminate under Section 17. We are not obliged to monitor your use, but we may investigate suspected breaches and cooperate with lawful requests from authorities.

Intellectual property

10.1 What you own

You retain all right, title and interest in your Client Data, your trademarks, your brand assets, and your pre-existing materials. Nothing in these Terms transfers ownership of them to us. You grant us a limited, non-exclusive, worldwide, royalty-free licence to use, host, copy, process and transmit Client Data solely to perform the Services during the engagement.

10.2 What we own

We retain all right, title and interest in Arkyniq IP — our frameworks, libraries, templates, internal tooling, methodologies and know-how, including anything we develop independently of your engagement and any general skills, techniques or improvements we gain while performing the Services. Nothing in an SOW assigns Arkyniq IP to you.

10.3 Deliverables

On full payment of all fees due under the relevant SOW, we assign to you the custom configurations, scripts and documentation created specifically for you as Deliverables — excluding any Arkyniq IP and any third-party or open-source components embedded in them. For those excluded components, we grant you a perpetual, worldwide, non-exclusive, royalty-free licence to use, operate, modify and maintain them solely as part of the Deliverables and for your internal business purposes. Until full payment, you hold only a revocable licence to use the Deliverables.

10.4 Open source

Deliverables may include open-source components licensed under their own terms, which govern your use of those components and take precedence over this section for them. We will identify material open-source components on request.

10.5 Feedback

If you give us suggestions or feedback about our Services, we may use it freely and without obligation or compensation. Feedback is not your Confidential Information.

10.6 Publicity

We will not use your name, logo or a description of your engagement in our marketing without your prior written consent. Consent once given may be withdrawn on 30 days' written notice for future use.

Confidentiality

Each party will protect the other's Confidential Information with at least the care it uses for its own, use it only to perform or receive the Services, and disclose it only to personnel and contractors who need it and are bound by equivalent obligations.

These obligations do not apply to information that:

• Is or becomes public without breach of these Terms;
• The receiving party already held without a duty of confidence;
• Is independently developed without reference to the disclosing party's information; or
• Is received lawfully from a third party without restriction.

A party compelled by law or court order to disclose Confidential Information may do so, provided it gives prompt notice where legally permitted and discloses only what is required.

Confidentiality obligations survive termination for 3 years, and indefinitely for anything that qualifies as a trade secret.

Data protection

Our handling of personal data is described in full in our Privacy Policy, which forms part of these Terms.

• Where we process personal data contained in Client Data, we act as a processor on your documented instructions, and you act as the controller (or data fiduciary).
• We will process such personal data only to deliver the Services, implement appropriate security measures, impose equivalent obligations on our subprocessors, assist you with data-subject requests, and delete or return the data on termination as described in our Privacy Policy.
• Clients requiring a separate Data Processing Agreement, Standard Contractual Clauses, or a named subprocessor list can request one at hello@arkyniq.ai. Where executed, the DPA prevails over this section on data-processing matters.
• You are responsible for the lawfulness of the instructions you give us and of the data you make available to us.

Third-party services

The Services integrate with platforms we do not control — Google Workspace, Cal.com, e-commerce platforms, CRMs, messaging providers, hosting and AI providers among them. Accordingly:

• Your use of each third-party service is governed by your agreement with that provider.
• We do not warrant the availability, accuracy, security or continued existence of any third-party service, and we are not responsible for its acts or omissions.
• A third-party outage, API change, price change, rate limit, policy change or account suspension may degrade or stop an integration. That is not a breach of these Terms by us.
• Links from our website to third-party sites are provided for convenience and are not an endorsement.

Warranties and disclaimers

14.1 Our warranty

We warrant that we will perform the Services with reasonable skill and care, in a professional and workmanlike manner, using appropriately qualified personnel. If we breach this warranty, tell us in writing within 30 days of delivery of the affected work, and we will re-perform the deficient Services at no additional charge. Re-performance is your exclusive remedy for a breach of this warranty; if we cannot reasonably re-perform, we will refund the fees paid for the deficient Services.

14.2 Disclaimer

Except as expressly stated in Section 14.1 and to the maximum extent permitted by law, the Services, the website and all Deliverables are provided "as is" and "as available", and Arkyniq disclaims all other warranties, express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, accuracy and non-infringement.

Without limiting that, we do not warrant that:

• The Services or Deliverables will be uninterrupted, error-free, or free of all defects;
• Any automation will operate without failure, or that every edge case has been anticipated;
• Results, outputs or classifications produced by automated or AI-assisted processing will be complete or accurate in every instance, which is why human oversight of consequential actions remains your responsibility;
• The Services will achieve any specific commercial result, cost saving, revenue increase or margin improvement;
• Third-party platforms will remain compatible, available or priced as they are today.

Nothing in these Terms excludes or limits any warranty or liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.

Limitation of liability

15.1 Excluded losses

To the maximum extent permitted by law, neither party is liable to the other for any indirect, incidental, special, consequential, exemplary or punitive damages, or for loss of profits, revenue, anticipated savings, goodwill, business opportunity, or loss or corruption of data, however caused and under any theory of liability, even if that party was advised of the possibility of such loss.

15.2 Liability cap

To the maximum extent permitted by law, each party's total aggregate liability arising out of or relating to these Terms and any SOW — whether in contract, tort (including negligence), statute or otherwise — is limited to the total fees actually paid by you to Arkyniq under the applicable SOW in the three (3) months immediately preceding the event giving rise to the claim.

Where no fees have been paid — for example where you have only browsed our website or submitted an enquiry — our total aggregate liability is limited to INR 10,000.

15.3 Exceptions to the cap

The cap in Section 15.2 does not apply to:

• Your obligation to pay fees properly due;
• Either party's liability for fraud, fraudulent misrepresentation, or wilful misconduct;
• Either party's indemnification obligations under Section 16;
• Breach of the other party's intellectual property rights;
• Any liability that cannot be limited or excluded under applicable law.

15.4 Claim window

Any claim arising out of or relating to these Terms must be brought within one (1) year of the date the claiming party first became aware of the facts giving rise to it, except where a longer period is mandated by law.

Indemnification

16.1 By you

You will defend, indemnify and hold harmless Arkyniq and its personnel against any third-party claim, and any resulting loss, damage, liability, cost and reasonable legal fees, arising out of or relating to:

• Client Data, including a claim that it infringes a third party's rights or was processed without a lawful basis;
• Your authorisation of access to a Connected Account that you did not have the right to authorise;
• Messages or actions sent or taken by an automation in accordance with the configuration you approved, including claims under anti-spam or electronic-communications law;
• Your breach of Section 9 (Acceptable use) or of applicable law;
• Your use of Deliverables in a manner, context or jurisdiction not contemplated by the applicable SOW.

16.2 By us

We will defend, indemnify and hold you harmless against any third-party claim that a Deliverable created by us, used as contemplated by the SOW, infringes that third party's intellectual property rights, and against resulting losses finally awarded or agreed in settlement. This obligation does not apply where the claim arises from Client Data, your modifications to a Deliverable, your combination of a Deliverable with anything we did not supply, your continued use after we notify you to stop, or your use outside the SOW. Our options are, at our discretion, to procure the right for you to continue, modify the Deliverable so it is non-infringing, or terminate the affected Services and refund the fees paid for them.

16.3 Procedure

The indemnified party must give prompt written notice of the claim, allow the indemnifying party to control the defence and settlement, and provide reasonable cooperation at the indemnifying party's expense. No settlement that imposes a non-monetary obligation or admits fault may be made without the indemnified party's consent.

Term, suspension and termination

17.1 Term

These Terms apply from your first use of the Services and continue until all SOWs have ended and these Terms are terminated.

17.2 Termination for convenience

Either party may terminate an ongoing retainer on 30 days' written notice. Fixed-scope build engagements may be terminated for convenience on 14 days' written notice, in which case you will pay for all work performed and all non-cancellable commitments incurred up to the effective date.

17.3 Termination for cause

Either party may terminate immediately on written notice if the other: materially breaches these Terms and fails to cure within 15 days of written notice; becomes insolvent, enters liquidation or has a receiver appointed; or breaches Section 9 or Section 11 in a manner that cannot reasonably be cured.

17.4 Suspension

We may suspend the Services, in whole or in part, where: an undisputed invoice is more than 14 days overdue; we reasonably believe continuing would breach law or expose either party to a security risk; or a Connected Account's provider requires it. We will give you written notice and, except where immediate action is needed for security or legal compliance, a reasonable opportunity to resolve the cause first.

17.5 Effect of termination

• All fees for Services performed up to the effective date become immediately payable.
• We revoke our own credentials to your Connected Accounts and decommission the integrations we operate.
• On request made within 30 days, we will hand over Deliverables and export Client Data in a reasonable, commonly used format. Transition assistance beyond a simple handover is chargeable at our then-current rates.
• We delete Client Data from our systems in accordance with our retention schedule, unless you ask us in writing to retain it longer or we are legally obliged to keep it.
• Automations operating on your behalf will stop. Plan your transition accordingly.

17.6 Survival

Sections 2, 6 (for amounts accrued), 10, 11, 12, 14, 15, 16, 19 and 21 survive termination, together with any other provision that by its nature should survive.

Force majeure

Neither party is liable for a failure or delay in performance (other than a payment obligation) caused by an event beyond its reasonable control, including acts of God, natural disaster, epidemic, war, terrorism, civil unrest, government action, strikes, failure of the public internet or of telecommunications, extended power outage, or the failure or discontinuation of a third-party platform. The affected party will give prompt notice and use reasonable efforts to resume. If such an event continues for more than 60 days, either party may terminate the affected SOW on written notice without liability.

Governing law and disputes

19.1 Governing law

These Terms and any dispute arising out of or in connection with them are governed by the laws of India, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

19.2 Good-faith resolution first

Before commencing formal proceedings, the parties will attempt to resolve the dispute in good faith: the raising party sends a written notice describing the dispute and the outcome sought, and senior representatives of both parties will confer within 30 days of that notice.

19.3 Arbitration

Any dispute not resolved under Section 19.2 will be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, by a sole arbitrator appointed by agreement of the parties. The seat and venue of arbitration will be India, the language will be English, and the award will be final and binding on both parties. Each party bears its own costs unless the arbitrator directs otherwise.

19.4 Courts and interim relief

Subject to Section 19.3, the courts at our principal place of business in India have exclusive jurisdiction. Nothing prevents either party from seeking urgent interim or injunctive relief from a court of competent jurisdiction to protect its Confidential Information or intellectual property.

19.5 No class actions

Disputes will be resolved on an individual basis. To the extent permitted by law, neither party will bring a claim as a plaintiff or class member in a class, consolidated or representative proceeding.

Changes to these Terms

We may revise these Terms to reflect changes in our Services, our operations or the law. When we do, we update the "Last updated" date and the version number at the top of this page.

• Non-material changes take effect when posted.
• Material changes — those that meaningfully reduce your rights or increase your obligations — take effect 30 days after we post them. Where we hold your email address as a client, we will notify you directly before they take effect.
• Continuing to use the Services after a change takes effect constitutes acceptance. If you do not accept a material change, stop using the Services and tell us before the effective date; we will discuss termination of any affected SOW on reasonable terms.
• Changes do not apply retroactively to a dispute that arose before the change took effect.
• For a signed SOW, the version of these Terms in force on the date it was signed continues to govern that SOW's commercial provisions unless both parties agree otherwise in writing.

General provisions

• Entire agreement. These Terms, our Privacy Policy and any applicable SOW constitute the entire agreement between the parties on their subject matter, and supersede all prior proposals, discussions and representations.
• Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed, and the remaining provisions stay in full force.
• No waiver. A failure or delay in enforcing a provision is not a waiver of it, and no waiver is effective unless in writing.
• Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign them to an affiliate or in connection with a merger, acquisition or sale of assets, on notice to you.
• Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship, and neither party may bind the other.
• Subcontracting. We may engage subcontractors to perform parts of the Services, and we remain responsible for their performance and bind them to equivalent confidentiality obligations.
• Notices. Notices to us must be sent to hello@arkyniq.ai. Notices to you will be sent to the email address you last gave us. Email notices are deemed received on the next business day after sending.
• No third-party beneficiaries. These Terms do not confer rights on anyone who is not a party to them.
• Headings and summaries. Headings and the summary box at the top of this page are for convenience only and do not affect interpretation.
• Language. These Terms are drafted in English, and the English version prevails over any translation.

Contact

Questions about these Terms, or about an engagement, should go to:

See also our Privacy Policy, which explains what data we collect, how we handle Google user data, and how to revoke access or request deletion.