Terms &
Conditions
This document serves as the authoritative Omnibus Master Services Agreement (“Agreement”) for M/S. Neuroxie(the “Company”), a Partnership IT Firm registered under The Partnership Act, 1932 and Commercial Law of Bangladesh.
This Agreement establishes the exhaustive legal, fiduciary, and operational parameters for the delivery of custom software, artificial intelligence, industrial hardware, BPO operations, and strategic advisory. By engaging our personnel, accessing our repositories, or remitting payment, the Client acknowledges absolute and irrevocable acceptance of these terms in their entirety.
Binding Acceptance & Master Framework
Digital Nexus of Contract
1.1 Execution of Digital Signature: Engagement with the Company via any digital channel—including but not limited to repository cloning (GitHub/GitLab), dashboard authentication, architectural report downloads, or invoice remittance—constitutes a formal, binding execution of this Agreement. No physical instrument or wet-ink signature is required to establish the total validity of these terms.
1.2 Supremacy of General Terms: This Master Services Agreement (MSA) establishes the foundational legal relationship for all current and future technical engagements. While specific project parameters are defined in a **Statement of Work (SOW)**, the legal protections, IP protocols, and fiduciary standards of this MSA take primacy over any Client-side procurement boilerplate or purchase order terms.
“By utilizing M/S. Neuroxie resources, the Client waives all rights to contest the jurisdiction or binding nature of this digital contract. This represents the entire agreement between the Parties.”
Fiduciary Remittance & Commercial Terms
Global Treasury Protocols
2.1 Standard Terms (Net-15): All invoices are payable within fifteen (15) calendar daysof issuance (“Net-15”). Retainer-based services, including 24/7 BPO operations and Staff Augmentation, are billed monthly in advance and are due prior to the commencement of the service cycle.
2.2 Late Penalties & Fiduciary Hold: Balances exceeding thirty (30) days from the invoice date accrue interest at 1.5% per month(18% per annum) or the maximum statutory rate. The Company reserves an absolute right to initiate a “Fiduciary Hold,” revoking all API keys, cloud credentials, and repository access until the account is settled in full.
BDT Base Currency
All transactions are settled in Bangladeshi Taka (BDT). We accept payments via Shurjopay, Aamarpay, bKash, and direct bank transfers (Local BD, USA Domestic ACH, and International Wire via Citibank). Client bears all cross-border exchange rate risks and merchant gateway spread losses.
Accepted milestone
Payment of any milestone invoice constitutes formal certification that the work has been reviewed, accepted, and is non-refundable.
Intellectual Property & Repository Governance
Conditional Asset Assignment
3.1 Conditionality of Ownership: Ownership of customized source code, database architectures, AI prompt-chains, and technical blueprints is strictly conditional upon the Total Clearance of Financial Obligations for the specific engagement.
“Until final payment is cleared in the Company's treasury, the Client is granted only a temporary, revocable, non-exclusive license to review the Work Product for validation purposes. No production deployment or commercialization is permitted until IP Assignment is finalized.”
3.2 Background IP Protections:The Company retains all rights to its “Background IP,” including proprietary libraries, pre-existing internal scaffolding, and generic architectural patterns. Client is granted a perpetual, non-exclusive, worldwide license to use these embedded components solely as integrated into the final Deliverable.
Client Operational Mandates
High-Tier Velocity Fiduciary
The Company's high-tier delivery velocity is strictly dependent on active and timely operational participation from the Client.
Infrastructure Access
Client must provide staging, cloud, and repository credentials within 48 hours of request. Delays trigger automatic sprint pausing.
Resource Maintenance
Client-side delays exceeding 5 business days incur a 15% Maintenance Fee to preserve dedicated personnel availability.
Decision Liaison
Client shall appoint a single authorized Point of Contact (POC) with final architectural and financial decision-making authority.
Quality Assurance & Automatic Acceptance
Milestone Finality Protocols
5.1 The 72-Hour Review Protocol: Upon delivery of any milestone, technical artifact, or audit report, the Client has exactly seventy-two (72) hours to perform validation and provide itemized technical feedback.
“Failure to provide written feedback within this window constitutes Automatic Acceptance in Full. The milestone is then deemed terminal, and associated fees become immediately non-refundable.”
5.2 Subjectivity Exclusion: The Company does not recognize informal or verbal rejection. Acceptance is based strictly on the achievement of objective technical requirements defined in the SOW.
AI & Machine Learning Governance
Algorithmic Fiduciary
6.1 Algorithmic Probabilism:Client acknowledges that LLM and Generative AI systems are inherently probabilistic and non-deterministic. The Company is not liable for algorithmic “hallucinations,” factual inaccuracies, or variations in output caused by third-party model provider API updates.
6.2 Training Burn-Rate: High-density GPU compute credits and custom dataset sanitization labor are consumed in real-time. No refunds are granted for compute-heavy training epochs once initiated.
"All AI implementations utilize isolated enterprise API endpoints. Client data is never utilized for public multi-tenant model training without explicit authorization."
Software Architecture & Deployment
Engineering Fiduciary
7.1 Deployment Finality: Delivery of source code to a Client-managed repository (Git push) constitutes final 100% transfer of value. The Company does not warranty compatibility with legacy systems or third-party plugins not explicitly defined in the SOW architectural specs.
7.2 Bug Remediation: Standard engagements include a 30-day "Stabilization Phase." Bug reports submitted after this period require an active SLA Maintenance Retainer for remediation.
Cyber Security & VAPT Protocols
Offensive & Defensive Governance
8.1 Reconnaissance Finality: Vulnerability Assessments (VAPT) involve the deployment of aggressive reconnaissance tooling and specialized labor. Audit fees are earned in full upon the transmission of the Phase 1 Reconnaissance Report, regardless of the number of exploits found.
Auditing Disclaimer
M/S. Neuroxie does not guarantee that its audits will identify 100% of all past, present, or future vulnerabilities. Our liability is limited strictly to the auditing methodology and timeframe defined in the SOW.
BPO & Managed Operations Mandates
Capacity Fiduciary
9.1 Shift Capacity Reservation:BPO fees are earned for the “Availability and Readiness” of dedicated agents. No refunds or credits are issued for unused hours within a reserved shift or fluctuations in ticket volume.
Language Proficiency
All agents are university-educated with certified English fluency. Dissatisfaction with specific regional accents is not ground for remediation.
System Uptime
We maintain 99.9% uptime for contact center infrastructure. Client-side CRM outages do not pause billing for agent capacity.
Staff Augmentation & Dedicated Talent
Embedded Labor Governance
10.1 Task Management Responsibility:For Staff Augmentation engagements, the Client assumes primary management of the resource's daily tasking, Agile standups, and Jira ticketing. The Company is responsible only for the resource's fundamental competency.
10.2 Rejection Window: The Client has a forty-eight (48) hourwindow following the resource's first login to reject the individual for non-competency. Beyond this window, all deployed hours are irrefutable and 100% billable.
E-Commerce & Digital Commerce
Transactional Integrity Fiduciary
11.1 Transactional Integrity: For headless and custom storefront builds, the Company is responsible for the architectural integrity of the checkout flow. The Company is not liable for revenue losses caused by third-party payment gateway outages.
“PCI-DSS Compliance is a shared responsibility. The Company ensures architectural best-practices, but the Client is responsible for secure handling of merchant accounts and tokenization keys.”
Physical Hardware, Title & Risk of Loss
Procurement Fiduciary
12.1 Transfer of Statutory Title: Title to physical hardware passes to the Client ONLY upon 100% Remittance of the Hardware BOM Invoice. Until such time, the Company retains a Purchase Money Security Interest.
Incoterms® 2026
Default shipping terms are EXW (Ex-Works). M/S. Neuroxie facilitates logistics but does not bear transit liability.
Hardware is subject solely to the manufacturer’s limited warranty. M/S. Neuroxie disclaims all secondary warranties.
Global Trade & Export Compliance
Statutory Compliance Mandates
13.1 EAR & OFAC Compliance: Technical deliverables and AI model weights are subject to US Export Administration Regulations (EAR). The Client warrants that they are not located in an embargoed jurisdiction.
13.2 Anti-Diversion Clause: The Client shall not re-export, sell, or transfer technical artifacts provided by the Company to any party without first obtaining all necessary governmental authorizations.
Taxation & Statutory Withholding
Fiscal Liability Isolation
14.1 Client Tax Liability: Client is responsible for all Sales, Use, VAT, GST, and Consumption taxes arising from this Agreement.
“If the Client is required by law to withhold taxes, the Client must increase the payment to the Company such that the Net Amount Received by the Company equals 100% of the total invoiced amount. The Company does not absorb Client-side withholding liabilities.”
Confidentiality & Perpetual Trade Secrets
Zero-Leakage Governance
15.1 Scope of Protection: Includes all business plans, customer databases, proprietary source code, internal financial structures, and private roadmap discussions shared under mutual NDA.
15.2 Duration & Survival: Confidentiality obligations survive the termination of this Agreement for a period of Five (5) Years. However, proprietary source code and core architectural patterns are protected Perpetually as Trade Secrets.
Mutual Indemnification
Legal Defense Protocols
16.1 Client Indemnity: Client shall defend and indemnify the Company against any third-party claims arising from Client-provided data, designs, or unauthorized use of the technical deliverable.
16.2 Company Indemnity: The Company shall indemnify the Client against third-party claims alleging that the Work Product (excluding Background IP) infringes upon valid US copyrights.
Human Capital & Talent Protection
Anti-Poaching Mandates
Non-Solicitation Protocol
17.1 Twenty-Four Month Freeze: Client agrees that for Twenty-Four (24) Months following termination, it shall not directly or indirectly solicit, hire, or attempt to engage any employee or contractor of M/S. Neuroxie.
Liquidated Damages:
“Breach of this clause requires an immediate payment of 100% of the individual's first-year compensationas a recruitment and specialized onboarding cost recovery fee.”
Liability Limitation & Warranty Disclaimer
Risk Mitigation Fiduciary
18.1 Aggregate Liability Cap: Except for intentional misconduct, the Company's total aggregate liability arising out of this Agreement shall not exceed the total fees paid by the Client for the specific SOW in dispute.
18.2 Warranty Disclaimer: Technical deliverables are provided “AS-IS” following the 72-hour Acceptance Window. The Company disclaims all implied warranties of merchantability and fitness for a particular purpose.
Force Majeure & Continuous Operations
Catastrophic Indemnity
Neither Party shall be liable for delays or failures resulting from state-sponsored cyber warfare, total disruption of international submarine cable systems, global pandemics, or “Acts of God.”
Termination & Survival Clauses
Governance of Dissolution
Convenience
Either Party may terminate for convenience with 30 days prior written notice. Client remains liable for all labor logged and accepted up to the date of termination.
Material Breach
Termination is immediate if a breach is not cured within ten (10) business days. Intellectual Property revert to Company upon uncured breach.
Third-Party Service Dependencies
Platform Integrity Fiduciary
The Company's deliverables often integrate third-party APIs (OpenAI, Stripe, Google Cloud) and infrastructure (AWS/Azure).
Ethical Conduct & Anti-Corruption
Global Integrity Mandate
22.1 FCPA & UK Bribery Act: The Parties warrant that they shall comply with the US Foreign Corrupt Practices Act and other global anti-bribery standards. No payment, gift, or consideration shall be offered to governmental officials to influence the engagement.
22.2 Anti-Bribery Warranty: Breach of ethical conduct warrants Immediate Termination for cause without refund or notice.
Publicity & Corporate Representation
Brand Integrity Fiduciary
23.1 Portfolio & Case Study License:Unless otherwise restricted by an executed NDA, the Client grants the Company a limited license to utilize the Client's corporate logo and a summary of the technical challenge in portfolio materials and marketing case studies.
23.2 Non-Disparagement: Neither Party shall publish defamatory statements regarding the other in public forums, social media, or to third-party vendors. Brand integrity is a core fiduciary requirement of this Agreement.
Master Roadmap to
Resolution
Fiduciary Dispute Protocols
Fiduciary Affidavit
Client must submit a digitally signed PDF citing the exact MSA/SOW clause breached, supported by technical error logs or code audits.
Architectural Peer Review
A technical audit will be conducted within 14 business days by a senior architect. Third-party audit costs are the sole liability of the Client.
Mandatory Cure Window (30 Days)
M/S. Neuroxie retains an absolute right to remedy any verified deficiency. No termination or refund is evaluated until this 30-day window expires without a fix.
Treasury Net-Calculation
Our treasury desk calculates the Net settlement, deducting all intermediary fees, sunk infrastructure costs, and irrefutable logged labor hours.
Final Liability & IP Release
Settlement is finalized ONLY upon execution of a notarized 'Full Release' form, terminating all further liability and reverting IP to the Company if applicable.
Governing Law & ICC Arbitration
Final Legal Venue
Jurisdictional Supremacy
All domestic transactions are governed by the corporate and commercial statutes of Bangladesh. All international transactions are governed by the UN Convention on Contracts for the International Sale of Goods (CISG).
Final Arbitration Clause:
“Any dispute, controversy, or claim arising under this Agreement shall be settled amicably or via final and binding arbitration under the Rules of Arbitration of the ICC or competent commercial courts in Bangladesh. The language of arbitration shall be English.”
Severability & Entire Agreement
Final Provisions
26.1 Entire Agreement: This Agreement, together with the Return & Refund Policy and any signed Statements of Work, represents the entire understanding between the Parties and supersedes all prior agreements, oral or written.
26.2 Severability: If any provision of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.
Corporate Legal Desk
Master Service Agreement Inquiries & Contract Compliance
Authorized Global Corporate Governance Publication
M/S. Neuroxie. Brahmanbaria HQ & Dhaka R&D Center. Fiduciary Governance Enforced.