Terms of Service

NextGenERPAI Terms of Service

Welcome to NextGenERPAI. These Terms of Service ("Terms") establish the rules and guidelines for using our website at www.nextgenerpai.com and all related ERP development services, AI solutions, and consulting offerings. By accessing our platform or engaging our services, you enter into a binding agreement with NextGenERPAI ("we," "us," "our"). Please review these Terms thoroughly before proceeding. If you disagree with any provision, discontinue use immediately.

1. Key Definitions

Throughout these Terms, the following definitions apply:

• Client: Any individual, business entity, or organization that engages NextGenERPAI for ERP development, consulting, or related services.
• Project: Any ERP implementation, customization, migration, integration, or development work undertaken by NextGenERPAI on behalf of a Client.
• Deliverables: All software code, documentation, configurations, reports, and other materials produced during a Project.
• Service Agreement: A written contract specifying Project scope, timelines, pricing, and specific terms between NextGenERPAI and the Client.
• Platform: The NextGenERPAI website, client portals, and any associated digital tools or interfaces.
• Confidential Information: Proprietary business data, technical specifications, trade secrets, and sensitive information shared between parties during engagement.
• Open Source Components: Software elements governed by open source licenses such as Apache License 2.0, including Apache OFBiz and Moqui Framework.
• Support Period: The duration following Project completion during which NextGenERPAI provides maintenance and technical assistance as specified in the Service Agreement.

2. Our Services

NextGenERPAI specializes in enterprise resource planning solutions and offers:

• Apache OFBiz Development: Custom module development, implementation, and optimization using the Apache OFBiz framework.
• Moqui Framework Solutions: Enterprise application development leveraging Moqui's modern architecture.
• ERP Migration Services: Seamless transition from legacy systems or proprietary platforms to open-source ERP solutions.
• Warehouse Management Systems (WMS): Design and deployment of inventory tracking, fulfillment, and logistics solutions.
• Order Management Systems (OMS): Multi-channel order processing and fulfillment automation.
• AI-Powered Enhancements: Intelligent chatbots, OCR document processing, and machine learning integrations for ERP systems.
• Cloud Deployment: AWS, Azure, and Google Cloud infrastructure setup and management for ERP applications.

Specific deliverables, timelines, and pricing for each engagement are documented in individual Service Agreements.

3. Engagement Process

Our standard engagement follows these stages:

• Initial Consultation: We conduct a thorough assessment of your business requirements and technical infrastructure at no obligation.
• Proposal Submission: Based on our assessment, we provide a detailed proposal outlining scope, approach, timeline, and investment.
• Agreement Execution: Upon proposal acceptance, both parties execute a Service Agreement formalizing the engagement terms.
• Project Kickoff: Work commences following receipt of any applicable advance payment as specified in the Service Agreement.
• Milestone Reviews: Regular progress updates and demonstrations ensure alignment with your expectations.
• Delivery and Acceptance: Final deliverables undergo your review and acceptance testing before Project closure.

4. Client Responsibilities

Successful Project delivery requires your active participation. You agree to:

• Provide accurate and complete business requirements, technical specifications, and relevant documentation.
• Designate a primary point of contact with decision-making authority for Project-related matters.
• Grant timely access to necessary systems, environments, and data required for development and testing.
• Review and provide feedback on deliverables within agreed timeframes to prevent schedule delays.
• Ensure your team members are available for knowledge transfer, training sessions, and user acceptance testing.
• Maintain appropriate backups of your existing systems and data before any migration or integration work.
• Obtain all necessary licenses, permissions, and regulatory approvals required for your business operations.

Delays caused by incomplete information or unavailable resources from your side may impact Project timelines and costs.

5. Pricing and Payment

• Quotation Validity: All price quotes remain valid for thirty (30) days from issuance unless otherwise stated.
• Payment Structure: Projects typically require an advance payment ranging from 25% to 50% before commencement, with remaining amounts due at specified milestones or upon completion.
• Currency: All invoices are issued in Indian Rupees (INR) for domestic clients or US Dollars (USD) for international clients unless otherwise agreed.
• Payment Timeline: Invoices are payable within fifteen (15) days of issue date. Outstanding amounts beyond this period may incur interest at 1.5% per month.
• Taxes: Quoted prices exclude applicable taxes. Goods and Services Tax (GST) at prevailing rates will be added to invoices for Indian clients.
• Scope Changes: Requests for work beyond the agreed scope require a separate change order with associated cost and timeline adjustments.
• Accepted Methods: We accept bank transfers, UPI, credit cards, and PayPal for international transactions.

6. Intellectual Property

• Custom Development: Upon full payment, you receive ownership of custom code, configurations, and documentation created specifically for your Project, excluding any pre-existing components.
• Open Source Elements: Apache OFBiz, Moqui Framework, and other open source components remain subject to their respective licenses. Your use must comply with Apache License 2.0 or applicable open source terms.
• NextGenERPAI Assets: Our proprietary tools, methodologies, templates, frameworks, and reusable code libraries remain our exclusive property. We grant you a non-exclusive license to use these elements within your deployed solution.
• Third-Party Software: Any commercial third-party components integrated into your solution require separate licensing agreements between you and the respective vendors.
• Portfolio Rights: We reserve the right to reference the Project in our portfolio and marketing materials, describing the general nature of work performed without disclosing your Confidential Information.

7. Confidentiality Obligations

Both parties commit to protecting sensitive information exchanged during our engagement:

• Confidential Information shall be used solely for purposes related to the Project and not disclosed to third parties without prior written consent.
• Each party shall implement reasonable security measures to safeguard the other's Confidential Information.
• These confidentiality obligations survive the termination of our engagement for a period of three (3) years.
• Exclusions apply to information that becomes publicly available through no fault of the receiving party, was already known prior to disclosure, or is independently developed without reference to Confidential Information.
• Disclosure may be made if required by law, regulation, or court order, provided the disclosing party gives reasonable advance notice where legally permitted.

8. Warranties and Disclaimers

• Service Quality: We warrant that our services will be performed with professional skill and care consistent with industry standards.
• Defect Correction: During the Support Period, we will rectify any defects in our deliverables that deviate from agreed specifications at no additional charge.
• No Guarantee of Results: While we strive for optimal outcomes, we cannot guarantee specific business results, performance improvements, or return on investment.
• Third-Party Dependencies: We are not responsible for issues arising from third-party services, hosting providers, or software components outside our control.
• Open Source Disclaimer: Open source components are provided "as is" under their respective licenses without additional warranties from NextGenERPAI.

EXCEPT AS EXPRESSLY STATED, ALL SERVICES AND DELIVERABLES ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. Limitation of Liability

• Our total liability for any claims arising from our services shall not exceed the fees actually paid by you for the specific Project giving rise to such claim.
• Under no circumstances shall NextGenERPAI be liable for indirect, incidental, consequential, special, or punitive damages, including lost profits, business interruption, or data loss.
• We are not liable for damages resulting from your misuse of deliverables, unauthorized modifications, or failure to implement recommended security measures.
• Claims must be raised within twelve (12) months of the event giving rise to such claim.

10. Project Termination

• Termination for Convenience: Either party may terminate an ongoing Project with thirty (30) days written notice. You shall pay for all work completed up to the termination date.
• Termination for Breach: Either party may terminate immediately if the other materially breaches these Terms and fails to cure such breach within fifteen (15) days of written notice.
• Non-Payment: We may suspend or terminate services if invoices remain unpaid for more than thirty (30) days, following a written reminder.
• Effect of Termination: Upon termination, we will deliver all completed work and work-in-progress for which payment has been received. You must return or destroy any NextGenERPAI Confidential Information in your possession.
• Survival: Provisions relating to intellectual property, confidentiality, limitation of liability, and dispute resolution survive termination.

11. Website Usage Guidelines

When accessing our Platform, you agree to:

• Use the website only for legitimate business purposes related to evaluating or engaging our services.
• Provide accurate information when submitting contact forms or service inquiries.
• Refrain from attempting to probe, scan, or test vulnerabilities in our systems.
• Not reproduce, distribute, or create derivative works from our website content without permission.
• Not use automated tools to scrape or extract data from our website.
• Not transmit malicious code, spam, or any material that could harm our systems or other users.

Violation of these guidelines may result in access restrictions and potential legal action.

12. External Links and Resources

Our website may contain links to external resources, documentation, and third-party websites for your convenience. These linked sites operate independently of NextGenERPAI, and we neither endorse nor assume responsibility for their content, privacy practices, or availability. Your interaction with external sites is governed by their respective terms and policies.

13. Data Handling

We take data protection seriously. Our Privacy Policy explains how we collect, process, store, and protect personal and business information. By engaging our services, you acknowledge and consent to our data practices as described in the Privacy Policy.

For Projects involving personal data of your customers or employees, you remain the data controller and bear responsibility for compliance with applicable data protection regulations including GDPR, CCPA, and India's Digital Personal Data Protection Act as applicable to your operations.

14. Dispute Resolution

• Good Faith Negotiation: In case of any dispute, both parties shall first attempt resolution through good faith discussions within thirty (30) days.
• Mediation: If direct negotiation fails, disputes shall be submitted to mediation administered by a mutually agreed mediator before pursuing other remedies.
• Arbitration: Unresolved disputes shall be settled through binding arbitration in accordance with the Arbitration and Conciliation Act, 1996 of India. The arbitration shall be conducted in English at Mumbai, Maharashtra.
• Injunctive Relief: Nothing in this section prevents either party from seeking injunctive or equitable relief from courts for matters involving intellectual property or confidentiality breaches.

15. Governing Law

These Terms and any disputes arising from our engagement shall be governed by and construed in accordance with the laws of India. Subject to the arbitration provisions above, the courts at Mumbai, Maharashtra shall have exclusive jurisdiction over any legal proceedings.

16. Modifications to Terms

We may revise these Terms periodically to reflect changes in our services, legal requirements, or business practices. Updated Terms will be posted on our website with a revised effective date. Material changes will be communicated via email to existing clients. Continued use of our services following such updates constitutes acceptance of the modified Terms.

17. General Provisions

• Entire Agreement: These Terms, together with any executed Service Agreement, constitute the complete understanding between parties and supersede all prior discussions or agreements.
• Severability: If any provision is found unenforceable, the remaining provisions continue in full effect.
• Assignment: You may not assign rights or obligations under these Terms without our prior written consent. We may assign our rights to any successor entity.
• Force Majeure: Neither party is liable for delays caused by circumstances beyond reasonable control, including natural disasters, pandemics, government actions, or infrastructure failures.
• No Waiver: Failure to enforce any right or provision does not constitute a waiver of such right or provision.
• Independent Contractors: Our relationship is that of independent contractors. Nothing creates an employment, partnership, or agency relationship.

18. Contact Information

For questions regarding these Terms or our services, reach out to us:

• Email: legal@nextgenerpai.com
• Website: www.nextgenerpai.com/contact
• Location: Mumbai, Maharashtra, India