Terms of Service

SaaS subscriptions are governed by separate product-specific terms in addition to these Terms. AI-powered features within our platforms are powered by the Anthropic API.

2.1 Each consulting engagement will be documented in a Statement of Work (“SOW”) or Service Agreement specifying scope, deliverables, timelines, fees, and acceptance criteria. These Terms apply to all SOWs unless explicitly superseded in writing.

2.2 Changes to the scope of an engagement must be agreed in writing through a Change Order. ECS reserves the right to adjust timelines and fees accordingly.

2.3 ECS will use reasonable professional skill and care in delivering services. Timelines are estimates unless stated as guaranteed in the SOW.

You agree to:

• Provide accurate, complete, and timely information required for ECS to deliver services
• Designate a primary point of contact with authority to make decisions
• Provide timely feedback and approvals within agreed timeframes
• Ensure that all data, content, or materials you provide do not infringe any third-party intellectual property rights
• Comply with all applicable laws in your use of ECS services and our SaaS products
• Not use ECS services for any unlawful, fraudulent, or harmful purpose

5.1 Pre-existing IP: Each party retains ownership of intellectual property it owned prior to the engagement. ECS retains all proprietary methodologies, frameworks, tools, templates, and know-how developed independently of any specific client engagement.

5.2 Deliverables: Unless the SOW expressly states otherwise, upon full payment of all fees, ECS grants the Client a non-exclusive, perpetual license to use deliverables created specifically for that engagement.

5.3 SaaS Products: TargetCRM and EngiFlow360 platforms and all underlying code, databases, and interfaces remain the exclusive property of ECS. Clients receive a limited, non-transferable license during the subscription period.

5.4 Client Content: You retain ownership of all content, data, and materials you provide to ECS. You grant ECS a limited license to use such materials solely for the purpose of delivering services.

5.5 Portfolio: ECS may reference the client relationship in our portfolio and marketing materials without disclosing confidential information, unless the Client requests otherwise in writing.

6.1 Both parties agree to keep confidential all non-public information received from the other party, including business data, technical specifications, pricing, and strategies.

6.2 Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party before disclosure; (c) is independently developed; or (d) must be disclosed by law or court order.

7.1 Personal data processed in connection with ECS services is governed by our Privacy Policy and applicable data protection laws.

7.2 Where ECS processes personal data on behalf of a Client as a data processor, the parties will enter into a separate Data Processing Agreement (DPA) as required by GDPR, DPDP Act 2023, or other applicable regulations.

7.3 ECS’s use of the X (Twitter) API, Meta API, and other social media APIs is governed by the respective platform developer agreements. ECS does not resell or redistribute data obtained via these APIs.

8.2 ECS shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including loss of profits, data, or business opportunities, even if advised of the possibility of such damages.

8.3 ECS is not liable for delays or failures caused by: force majeure events, third-party platform outages (Meta, X, Google, Microsoft, etc.), Client’s failure to fulfil obligations, or inaccurate information provided by the Client.

9.1 ECS warrants that services will be performed with reasonable professional skill and care, consistent with industry standards.

9.2 Except as expressly stated, ECS provides services “as is” and “as available” without warranty of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement.

9.3 ECS does not warrant that our SaaS platforms will be error-free or uninterrupted, though we will use reasonable efforts to address issues promptly.

You agree to indemnify, defend, and hold harmless ECS and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising from:

• Your violation of these Terms
• Your infringement of any third-party intellectual property or privacy rights
• Inaccurate or incomplete information you provided to ECS
• Your use of ECS services in violation of applicable law

11.1 These Terms remain in effect for the duration of any active engagement or subscription, and any post-termination obligations specified herein.

11.2 Either party may terminate an engagement for cause if the other party materially breaches these Terms and fails to cure such breach within 15 days of written notice.

11.3 ECS may terminate or suspend services immediately, without liability, if: (a) the Client fails to pay undisputed invoices; (b) the Client uses our services for unlawful purposes; or (c) continued service would violate applicable law.

11.4 Upon termination, the Client must pay all fees for services rendered up to the termination date. Each party must return or destroy the other party’s confidential information upon request.

12.1 When ECS manages social media accounts on your behalf, you authorize ECS to access and post to those accounts using platform APIs (X API, Meta API, LinkedIn API) in accordance with the respective platform terms of service.

12.2 You are responsible for ensuring that your social media accounts comply with each platform’s terms. ECS is not liable for account suspension or restriction by any third-party platform.

12.3 ECS will not post content that is misleading, defamatory, or in violation of applicable advertising standards without your approval.

13.1 The parties will attempt to resolve any dispute amicably through good-faith negotiation. Either party may initiate this process by sending written notice of the dispute.

13.2 If the dispute is not resolved within 30 days of written notice, it shall be referred to arbitration under the Arbitration and Conciliation Act, 1996 (India). The seat of arbitration shall be Ahmedabad, Gujarat. The arbitration shall be conducted in English.

13.3 Nothing in this clause prevents either party from seeking urgent injunctive relief from a court of competent jurisdiction.

15.1 Entire Agreement: These Terms, together with applicable SOWs and any DPA, constitute the entire agreement between the parties and supersede all prior discussions, representations, or agreements.

15.2 Amendments: ECS reserves the right to update these Terms. Material changes will be communicated to active clients via email and posted at xexcellence.com/terms-of-service.

15.3 Severability: If any provision is found unenforceable, the remaining provisions continue in full force.

15.4 Waiver: Failure to enforce any provision does not constitute a waiver of the right to enforce it in the future.

15.5 Assignment: The Client may not assign rights or obligations without ECS’s prior written consent. ECS may assign these Terms in connection with a corporate restructuring, merger, or acquisition.

15.6 Force Majeure: Neither party is liable for delays caused by events beyond its reasonable control, including natural disasters, pandemics, power failures, or government actions.

15.7 Notices: Legal notices must be sent to legal@xexcellence.com or by registered post to our registered address in Ahmedabad, Gujarat, India.