Terms of Service

Effective date: 10 June 2026 · Last updated: 10 June 2026

1. Who we serve — business clients only

StackV provides services exclusively to businesses, professionals, and organisations acting in the course of their trade. Our services are not offered to consumers. You represent that you are entering this agreement for business purposes, that you are at least 18 years old, and that you have authority to bind the organisation you represent. Consumer-protection regimes (including those applicable to consumers in the EU, Switzerland, or India) do not apply to this business-to-business relationship.

2. Services

StackV designs, builds, and operates software systems including AI agents, automation workflows, retrieval (RAG) systems, voice agents, web and app builds, lead-generation and CRM infrastructure, and related consulting (the “Services”). The specific scope, deliverables, timeline, fees, and acceptance criteria for each engagement are defined in a written Statement of Work, proposal, or written quote accepted by both parties (“SOW”). If these Terms and an SOW conflict, the SOW prevails for that engagement only.

Anything not expressly listed in an SOW is out of scope. Changes to scope must be agreed in writing (email is sufficient) and may carry additional fees and revised timelines. Estimates of timeline or outcome metrics (delivery days, reliability figures, conversion uplifts, case-study results) are illustrative targets based on past engagements, not promises, unless the SOW expressly states a guaranteed figure.

3. Fees, invoicing, and payment

• Fees are stated in the SOW. Unless the SOW says otherwise: [50]% is payable in advance before work begins, and the balance on delivery or per the milestone schedule in the SOW.
• Invoices are due within [7] days of issue. Amounts are exclusive of taxes; you are responsible for GST, VAT, withholding tax, or similar amounts required by your jurisdiction, grossed up so that StackV receives the full invoiced amount.
• Late amounts accrue interest at 1.5% per month (or the maximum permitted by law, if lower), plus reasonable collection costs.
• We may suspend work, withhold deliverables, and revoke licences while any undisputed invoice is overdue. Suspension does not extend deadlines or excuse payment.
• Fees for work performed, and advance payments covering work already commenced, are non-refundable. If you cancel an engagement mid-way, you pay for all work performed up to cancellation plus a kill fee of [25]% of the remaining SOW value, compensating for reserved capacity.

4. Client responsibilities

Timely delivery depends on you. You agree to: (a) provide accurate, complete information, content, credentials, and access we reasonably request; (b) review and respond to deliverables, questions, and approvals within [5] business days; (c) designate a single authorised point of contact; and (d) maintain your own accounts with third-party platforms required for the project. Delays caused by you extend our deadlines day-for-day and may incur restart fees.

You warrant that all data, content, lists, and materials you provide or instruct us to use (“Client Materials”) are lawfully obtained, that you have all rights and consents needed for us to use them as instructed, and that they do not infringe any third-party right or law. We rely on this warranty and do not independently verify Client Materials.

5. Outbound marketing, lead generation, and compliance — Client's sole responsibility

Where the Services include lead-generation, data enrichment, scraping, cold outreach, email sequencing, or CRM campaigns, StackV provides tooling and infrastructure only. You are the data controller and the sender. You — not StackV — are solely responsible for ensuring that your campaigns, target lists, message content, sending practices, and data sources comply with all applicable laws, including without limitation: the EU GDPR and ePrivacy rules, Germany's UWG (Act Against Unfair Competition) restrictions on unsolicited B2B contact, the Swiss FADP/nDSG and UCA, India's DPDP Act 2023, the US CAN-SPAM Act and TCPA, and the terms of service of any platform from which data is sourced. You will obtain all required consents and legal bases before any outreach is sent. StackV may refuse instructions it reasonably believes are unlawful, without liability.

6. AI-specific terms and disclaimers

• Probabilistic systems. AI and large-language-model outputs are probabilistic. They can be inaccurate, incomplete, biased, outdated, or fabricated (“hallucinations”) despite competent engineering. You acknowledge this is inherent to the technology, not a defect in the Services.
• Human review required. You will not rely on AI output for any consequential decision (legal, medical, financial, employment, safety, credit, or similar) without qualified human review. Deliverables are tools that assist your staff, not replacements for professional judgment.
• Prohibited uses. You will not use deliverables for unlawful purposes, to generate content violating third-party rights, in safety-critical systems, or in “high-risk” uses under the EU AI Act or similar regulation without a separate written agreement covering that use.
• Third-party models. Deliverables typically depend on third-party model and platform providers (e.g. OpenAI, Anthropic, Google). Their pricing, availability, behaviour, deprecations, and terms are outside our control; changes to them are not a breach by StackV. You agree to comply with applicable third-party provider terms.
• Regulatory roles. Where the EU AI Act applies, you (not StackV) are the “deployer” of the system in your business, responsible for deployment-side obligations, transparency to your end users, and human oversight.

7. Intellectual property

• Your stack, on payment. Upon receipt of full payment for an engagement, StackV assigns to you all intellectual-property rights in the bespoke deliverables created specifically for you under that SOW (code, workflows, prompts, designs, documentation), and you receive the repositories and runbooks. Until full payment, all deliverables remain StackV's property and are licensed to you for evaluation only.
• Our toolkit stays ours. StackV retains all rights in its pre-existing materials, generic components, templates, internal tools, know-how, and anything not created exclusively for you (“StackV IP”). Where StackV IP is embedded in a deliverable, you receive a perpetual, worldwide, non-exclusive, royalty-free licence to use it as part of that deliverable. We may reuse general skills, techniques, and non-confidential learnings in other projects.
• Third-party and open-source components are governed by their own licences, which prevail for those components.
• Portfolio. We may identify you as a client and describe the engagement in general, non-confidential terms (name, logo, summary, anonymised metrics) unless you opt out in writing.

8. Acceptance of deliverables

Deliverables are deemed accepted when you confirm acceptance in writing, deploy them to production, use them with real customer data, or fail to give written notice of material non-conformity with the SOW within [10] business days of delivery — whichever happens first. For valid rejections, our sole obligation is to re-perform the non-conforming work at no charge. Acceptance is final per deliverable.

9. Care plans and ongoing services

Retainers and care plans renew monthly and may be cancelled by either party with [30] days' written notice, effective at the end of the then-current billing period. Fees paid for the current period are non-refundable. SLAs, if any, are stated in the SOW; service credits stated there are your sole remedy for SLA misses.

10. Confidentiality

Each party will protect the other's non-public information disclosed in connection with the engagement with at least reasonable care, use it only for the engagement, and not disclose it except to personnel and contractors under equivalent obligations, or where required by law. This clause survives for 3 years after the engagement ends (indefinitely for trade secrets). It does not cover information that is public, independently developed, or rightfully received from a third party.

11. Data protection

Where StackV processes personal data on your behalf, the StackV Data Processing Agreement (DPA) applies and is incorporated into these Terms. Our Privacy Policy governs personal data we process as a controller (e.g. your business contact details). You are responsible for your own privacy compliance towards your customers and data subjects.

12. Warranties and disclaimer

StackV warrants that Services will be performed with reasonable skill and care by competent personnel. EXCEPT FOR THAT EXPRESS WARRANTY, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. STACKV DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, UNINTERRUPTED OR ERROR-FREE OPERATION, AND ANY WARRANTY AS TO THE ACCURACY OR RELIABILITY OF AI-GENERATED OUTPUT OR ANY BUSINESS RESULT, REVENUE, RANKING, DELIVERABILITY, OR CONVERSION OUTCOME.

13. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY; AND (b) STACKV'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO AN ENGAGEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, IS CAPPED AT THE FEES ACTUALLY PAID BY YOU TO STACKV UNDER THE RELEVANT SOW IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for fraud, wilful misconduct, or gross negligence where such limitation is not permitted. Claims must be brought within 12 months of the event giving rise to them, where such a limitation period is permitted by law.

14. Indemnity by Client

You will defend, indemnify, and hold harmless StackV and its personnel from and against all claims, damages, fines, penalties, and costs (including reasonable legal fees) arising out of: (a) Client Materials; (b) your use of deliverables, including outreach campaigns and AI outputs acted upon by you; (c) your breach of Sections 4, 5, or 6; or (d) your violation of law or third-party rights. StackV will promptly notify you of any such claim and allow you to control the defence, provided you do not settle in a way that admits fault by StackV without our consent.

15. Term, termination, and suspension

• Either party may terminate an SOW for material breach not cured within [14] days of written notice.
• StackV may terminate or suspend immediately if you fail to pay when due, become insolvent, or instruct us to do something we reasonably believe is unlawful.
• On termination: you pay for all work performed to date; licences to unpaid deliverables end; Sections 5–7, 10–14, and 16–19 survive.

16. Force majeure and third-party dependencies

Neither party is liable for delay or failure caused by events beyond its reasonable control, including outages of third-party APIs, models, hosting, or platforms; internet or power failure; acts of government; epidemics; or labour disputes. Deadlines extend by the duration of the event. If a force-majeure event continues for more than 30 days, either party may terminate the affected SOW, with payment due for work performed.

17. Non-solicitation

During an engagement and for 12 months after, neither party will directly solicit for employment the other's personnel who worked on the engagement, without written consent. General job advertisements are not solicitation.

18. Governing law and dispute resolution

• These Terms and all engagements are governed by the laws of India, without regard to conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.
• Negotiation first. The parties will attempt in good faith to resolve any dispute through senior-level discussion for 30 days after written notice of the dispute.
• Arbitration. Any dispute not so resolved shall be finally settled by arbitration under the (Indian) Arbitration and Conciliation Act, 1996, by a sole arbitrator appointed by mutual agreement (failing which, per the Act). Seat and venue: Pune, Maharashtra, India. Language: English. The award is final and binding and may be enforced in any court of competent jurisdiction, including under the New York Convention.
• Courts at Pune, Maharashtra, India have exclusive jurisdiction for interim relief and any matter not arbitrable.
• To the extent permitted by law, disputes are resolved on an individual basis only; neither party will participate in a class or representative action against the other.

19. General

• Entire agreement. These Terms plus the applicable SOW and DPA are the entire agreement and supersede prior discussions. Client purchase-order terms do not apply even if referenced or signed.
• Changes. We may update these Terms prospectively by posting the new version with a new effective date; the version in force when an SOW is signed governs that SOW.
• Assignment. You may not assign without our written consent; we may assign to a successor entity (including a company we register to carry on the StackV business).
• Notices. Written notices go to the email addresses used for the engagement; to StackV at stackv@stackv.online.
• Severability and waiver. Invalid clauses are replaced with valid ones closest in effect; the rest stays in force. Failure to enforce is not a waiver.
• Independent contractor. StackV is an independent contractor; nothing creates employment, agency, or partnership.

Questions about these Terms: stackv@stackv.online