Our Terms & Conditions

DEFINITIONS

“TekGemini”, “we”, “us” means TekGemini Inc.
“Client”, “you” means the individual or entity purchasing Services.
“Services” means any service described in Section 3 (development, consulting, BPO, staff augmentation, ready-made solutions, etc.).
“Deliverables” means all code, applications, documentation, or other materials we deliver.
“SOW” means a Statement of Work or Purchase Order signed by both parties.
“Solution(s)” means our off-the-shelf platforms (Retail, Finance, Healthcare, etc.).
“Technology Partner(s)” means third-party vendors we integrate (Intel, Microsoft, AWS, Google, etc.).

APPLICATION & ORDER OF PRECEDENCE

These Terms apply to every engagement unless superseded by a signed Master Services Agreement (MSA).
Order: MSA → SOW → Terms & Conditions → Privacy Policy → Cookie Policy.

3. SERVICE DESCRIPTIONS & ENGAGEMENT MODELS

3.1 Custom Software Development – Fixed-price, T&M, milestone or dedicated-team.
3.2 Staff Augmentation – Hourly/monthly on-demand developers or full agile teams.
3.3 Ready-Made Solutions – One-time licence, SaaS subscription, revenue-share or white-label.
3.4 BPO Services – IT help-desk, customer support, F&A, data management with defined SLAs.
3.5 Technology Partner Integrations – We assist licensing; partner terms apply; you procure licences.

4. FINANCIAL TERMS & CHARGEBACK PROTECTION

4.1 Payment – Net 15 days from invoice; 50 % up-front for new fixed-price clients.
4.2 Late Fees – 1.5 % monthly (18 % annual) after 5-day grace period.
4.3 CHARGEBACK PROHIBITION – You expressly waive chargeback rights except for proven fraud, duplicate billing, or bank error. All service disputes MUST follow the dispute-resolution process in Section 14.
– Initiating a prohibited chargeback triggers immediate service suspension, a $500 dispute fee, collection costs, and potential legal action.
4.4 Taxes – All fees exclude taxes; you are responsible for withholding, VAT, GST, etc.
4.5 Currency – USD default; crypto accepted (BTC, USDC) with 5 % processing fee.

5. REFUNDS

Custom dev: 90 % within 48 h of payment & before kick-off; 50 % during discovery; no refund once coding starts.
SaaS: 30-day money-back guarantee, then no refund.
Staff aug: 80 % of unused prepaid hours if cancelled within 30 days; replacement guarantee.
All refunds processed within 30 days of written approval and deducted by any outstanding balance.

6. INTELLECTUAL PROPERTY

6.1 On full payment we assign to you all right, title and interest in custom Deliverables.
6.2 We retain ownership of pre-existing frameworks, libraries, templates, methodologies and generic components; you receive a perpetual, worldwide, royalty-free licence to use them as embedded in Deliverables.
6.3 Third-party IP is subject to respective licences (OSS, commercial, partner).
6.4 IP indemnification: we defend you against third-party claims that Deliverables infringe IP, provided you notify promptly and allow us to control defence.

7. SERVICE LEVEL AGREEMENTS (SLA)

Tier 1 (critical prod) – 99.9 % uptime; Tier 2 (business) – 99.5 %; Tier 3 (dev/staging) – 95 %.
Response times: Critical 1 h, High 4 h, Medium 24 h, Low 48 h.
SLA credits up to 100 % of monthly fee for verified outages. Scheduled maintenance (72 h notice) is excluded.

8. DATA PROTECTION & SECURITY

We maintain SOC 2 Type II, ISO 27001, PCI DSS Level 1. AES-256 at rest, TLS 1.3 in transit, MFA everywhere.
We sign DPAs/BAA for GDPR, HIPAA, CCPA clients. Enterprise clients may specify data residency (US, EU, APAC) or on-prem deployment. Breach notification within 24 h.

9. CONFIDENTIALITY & NON-SOLICITATION

9.1 Each party protects the other’s Confidential Information for 5 years (indefinite for source code/trade secrets).

9.2 Non-solicitation: During engagement + 12 months you may not hire our personnel who worked on your account; fee $75 k per breach or written consent with placement fee = 30 % annual salary.

10. WARRANTIES, LIABILITY & INDEMNITIES

10.1 We warrant services performed professionally, Deliverables free of known malware, and 90-day correction of material defects.
10.2 LIMIT OF LIABILITY – Our aggregate liability is capped at:
– Custom dev: 100 % of project fees
– Staff aug: 3 months service fees
– SaaS: 12 months subscription fees
– Exclusions: indirect, special, consequential, lost profits, punitive damages.
10.3 IP indemnity (Section 6.4) and confidentiality survive caps.

10.4 You indemnify us for claims arising from your content, specifications, misuse of Deliverables, or breach of payment obligations.

11. TERM & TERMINATION

Project-based per SOW; ongoing services month-to-month; SaaS auto-renews.
Either party may terminate for material breach uncured after 30 days.
On termination we deliver work-in-progress (if paid), assist 30 days transition, and delete your data within 60 days (unless legal hold).

12. DISPUTE RESOLUTION (MANDATORY)

Step 1 – Good-faith negotiation (30 days).
Step 2 – Mediation via JAMS (60 days), costs shared 50/50.
Step 3 – Binding arbitration under AAA Commercial Rules (U.S.) or ICC (international).
Governing law: Delaware (U.S. clients) or London/English law (international).
CLASS-ACTION WAIVER – Disputes must be brought individually; no class or consolidated actions.
Injunctive relief may be sought in court for IP, confidentiality, non-solicitation.

13. FORCE MAJEURE

Neither party is liable for delay caused by events beyond reasonable control (natural disasters, war, pandemic >30 days). If event lasts >60 days either party may terminate without penalty.

14. GENERAL

Assignment requires written consent (except affiliate assignment or M&A with notice).
Entire agreement; amendments in writing.
If any provision is invalid the rest remain; unenforceable liability limits are reduced to the maximum allowed.
Electronic signatures and counterparts are binding.

15. ACCEPTANCE

Using any TekGemini service, portal, or making payment constitutes acceptance of these Terms, including dispute-resolution, liability-cap, and chargeback-waiver clauses.

Version 1.0 – April 2025