Terms of Service

These Terms of Service (“Terms”) constitute a legally binding agreement between you (the “Client” or “User”) and M&J Astrexa Private Limited (“Astrexa”, “we”, “us”, or “our”), a company incorporated under the laws of India.

If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity. In such cases, “you” refers to that entity.

Your use of our services constitutes your agreement to these Terms. These Terms apply in addition to any separate written service agreement, master services agreement, or statement of work executed between you and Astrexa, which shall take precedence in the event of a conflict.

Astrexa provides enterprise technology consulting, digital transformation services, and software products, including but not limited to:

• IT strategy, architecture, and advisory consulting
• Cloud infrastructure design, migration, and managed services
• AI, machine learning, and automation solutions
• Cybersecurity assessments, implementation, and monitoring
• Custom software development and system integration
• Astrexa Simplix — a unified asset management software platform (in Early Access)
• Client portal access for project tracking, document management, and communication

The specific scope, deliverables, timelines, and fees for professional services engagements are defined in individual statements of work or project agreements. These Terms apply to all such engagements unless superseded by a written agreement signed by both parties.

To access certain services, you may be required to create an account. You agree to:

• Provide accurate, complete, and current information during registration and keep it updated
• Verify your email address using the one-time password (OTP) sent to you during registration
• Maintain the confidentiality of your account credentials and not share them with any third party
• Notify us immediately at support@astrexa.com if you suspect unauthorised access to your account
• Accept responsibility for all activities that occur under your account

Astrexa reserves the right to suspend or terminate accounts that are found to be inactive, in breach of these Terms, or otherwise at risk of misuse. We may require re-verification of your identity at any time.

You agree to use our services only for lawful purposes and in accordance with these Terms. You must not:

• Use the services to violate any applicable local, national, or international law or regulation
• Transmit any material that is defamatory, obscene, offensive, fraudulent, or harmful
• Attempt to gain unauthorised access to any part of our systems, networks, or data
• Introduce viruses, malware, or any other malicious code into our systems
• Use automated tools to scrape, harvest, or extract data from our services without prior written consent
• Impersonate Astrexa or any of its employees, representatives, or clients
• Use the services in any way that could damage, disable, overburden, or impair our infrastructure
• Reverse engineer, decompile, or disassemble any software or product provided by Astrexa

We reserve the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates this provision, including removing offending content and terminating accounts.

Our property. All intellectual property rights in the Astrexa website, branding, platform, software (including Astrexa Simplix), documentation, methodologies, and content are owned by or licensed to M&J Astrexa Private Limited and are protected by applicable intellectual property laws. Nothing in these Terms grants you any rights in such materials beyond the limited right to use our services as described herein.

Your property. You retain all intellectual property rights in the data, content, and materials you provide to us. By submitting content, you grant Astrexa a non-exclusive, worldwide, royalty-free licence to use, store, and process that content solely to deliver the services.

Work product. Intellectual property created specifically for you under a professional services engagement (custom code, designs, reports) shall vest in you upon full payment of applicable fees, as specified in the relevant statement of work. Pre-existing materials and generic frameworks remain the property of Astrexa.

Each party may disclose confidential information to the other in connection with the services. Each party agrees to:

• Keep the other party's confidential information strictly confidential
• Use such information only for the purpose of performing obligations or exercising rights under these Terms
• Not disclose confidential information to third parties without prior written consent, except as required by law
• Protect confidential information using at least the same degree of care used for its own confidential information, and no less than reasonable care

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available without breach of these Terms; (b) was already known to the receiving party without restriction; (c) is independently developed without use of the confidential information; or (d) must be disclosed by law or regulatory requirement, in which case the disclosing party will be notified where legally permitted.

• Fees for professional services engagements are set out in the applicable statement of work or project proposal
• Invoices are due within 30 days of the invoice date unless otherwise agreed in writing
• Late payments may attract interest at 1.5% per month (or the maximum rate permitted by law, whichever is lower) on overdue balances
• All fees are exclusive of applicable taxes (including GST), which will be added to invoices where applicable
• Project work may be paused if payment is more than 15 days overdue; Astrexa is not liable for delays caused by non-payment
• Refund requests for professional services must be made in writing within 14 days of delivery and are subject to review of work delivered
• Software product subscriptions (including Simplix, when commercially available) are non-refundable beyond any statutory cooling-off period

Astrexa warrants that it will provide services with reasonable skill and care, consistent with industry standards for enterprise technology consulting.

Except as expressly stated in these Terms or in a written service agreement, our services are provided “as is” and “as available” without warranty of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, or non-infringement.

We do not warrant that: (a) the services will be uninterrupted, error-free, or entirely secure; (b) any defects will be corrected within a specific timeframe; or (c) results obtained from use of the services will be accurate, complete, or meet your requirements. Technology recommendations are made in good faith based on information available at the time and should be validated independently for critical decisions.

To the fullest extent permitted by applicable law:

• Astrexa shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profit, data, goodwill, or business interruption, however caused and on any theory of liability
• Our total aggregate liability to you for any claims arising from or related to these Terms or the services shall not exceed the total fees paid by you to Astrexa in the 12 months immediately preceding the event giving rise to the claim
• These limitations apply regardless of whether the possibility of such damages was advised to us

Nothing in these Terms limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any other liability that cannot be excluded or limited under applicable law.

You agree to indemnify, defend, and hold harmless M&J Astrexa Private Limited and its directors, officers, employees, contractors, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising from:

• Your violation of these Terms or any applicable law or regulation
• Your use of the services in a manner not authorised by these Terms
• Data or content you provide to us that infringes any third-party intellectual property or privacy right
• Your negligence or wilful misconduct

By you. You may terminate your account at any time by contacting us at support@astrexa.com. Termination does not relieve you of any payment obligations for services already rendered.

By us. We may suspend or terminate your access to the services at any time, with or without notice, for any material breach of these Terms. We will provide reasonable notice where possible except where immediate termination is required for security or legal reasons.

Effect of termination. Upon termination, your right to access the services ceases immediately. We will retain your data for the period required by law and our data retention policy, after which it will be securely deleted. Provisions of these Terms that by their nature should survive termination — including intellectual property, confidentiality, payment obligations, disclaimers, and limitation of liability — shall continue to apply.

These Terms are governed by and construed in accordance with the laws of the Republic of India, without regard to its conflict of law principles.

Any dispute, controversy, or claim arising out of or in connection with these Terms, including any question regarding their existence, validity, or termination, shall first be subject to good-faith negotiation between the parties. If the dispute is not resolved within 30 days of written notice, it shall be submitted to binding arbitration in Bangalore, Karnataka, India, under the Arbitration and Conciliation Act, 1996, as amended, before a single arbitrator agreed by both parties or appointed by the appropriate authority.

The courts of Bangalore, Karnataka, India shall have exclusive jurisdiction over any matter that cannot be resolved through arbitration or requires interim relief.

We reserve the right to modify these Terms at any time. When we make material changes, we will update the effective date at the top of this page and, where appropriate, notify you by email or by a prominent notice on our website at least 14 days before the changes take effect.

Your continued use of the services after the effective date of any revised Terms constitutes your acceptance of those Terms. If you do not agree to the revised Terms, you must stop using the services before the effective date.

For legal enquiries, notices, or questions regarding these Terms, please contact us:

Formal legal notices must be sent by email to legal@astrexa.com with “Legal Notice” in the subject line. We will acknowledge receipt within 2 business days.