Terms and Conditions

Last updated: 11 March 2026

These Terms and Conditions ("Terms") govern the engagement between Gamyam Info Tech LLP ("Gamyam", "we", "us", or "our") and the client ("Client", "you", or "your") for the provision of engineering services, staff augmentation, delivery pods, and related support. By engaging Gamyam's services, you agree to be bound by these Terms.

These Terms provide a general legal framework for client engagements. Specific commercial and operational details, including roles, pricing, billing terms, notice periods, and delivery scope, may be supplemented by a Statement of Work ("SOW"), proposal, or other written service agreement signed by both parties.

1. Services

Gamyam provides dedicated engineers, delivery pods, and related support services that may include AI engineering, software engineering, product development, project management support, and other technical services as agreed in the applicable SOW or service agreement. Our personnel work as integrated members of the Client's team or delivery structure, depending on the engagement model.

The scope of services may include, but is not limited to:

• Providing dedicated AI engineers, software engineers, or delivery pods
• AI, software, product, platform, and data engineering services
• Technical consultation, project management support, and delivery coordination
• Implementation, development, maintenance, and related advisory services

Gamyam reserves the right to modify or update its service offerings at any time. Any material changes to the scope of an active engagement will be communicated to the Client in advance and documented in writing.

Independent contractor relationship: Gamyam engineers are employees or contractors of Gamyam, not of the Client. The relationship between Gamyam and the Client under these Terms is that of an independent contractor. Nothing in these Terms shall be construed to create an employment relationship, partnership, joint venture, or agency relationship between the Client and Gamyam or any of its engineers. Gamyam is solely responsible for the compensation, benefits, and employment-related obligations of its personnel.

2. Trial Period

Where agreed between the parties, Gamyam may offer a trial period of one week at the start of an engagement, unless a different duration is agreed in writing. The trial period allows the Client to evaluate the assigned engineer or pod before committing to a paid engagement. Unless otherwise agreed in writing:

• No fees are charged for the trial period.
• Either party may end the trial at any time by providing written notice. If the Client chooses not to proceed at the end of the trial, the engagement terminates with no further obligation from either side.
• All other provisions of these Terms, including Sections 4 (Intellectual Property), 5 (Confidentiality), 6 (Limitation of Liability), and 9 (Indemnification), apply during the trial period.
• Work Product created during the trial period is owned by the Client, subject to the same conditions in Section 4 below.
• Trial availability is subject to engineer availability and mutual agreement. The offer of a trial period on the website or in marketing materials constitutes an invitation to discuss terms, not a binding unilateral offer.

3. Engagement Terms

Unless otherwise stated in the applicable SOW or service agreement, engagements are structured on a month-to-month basis. There are no mandatory long-term commitments unless the parties expressly agree otherwise in writing. The specific terms of each engagement, including roles, responsibilities, working hours, pricing, notice periods, and applicable fees, will be outlined in the relevant SOW or equivalent service agreement signed by both parties.

Key engagement conditions include:

• Engagements may renew automatically on a monthly basis unless terminated by either party in accordance with the applicable SOW or Section 11 below.
• Fees are invoiced monthly unless otherwise stated in the SOW and are due within the payment period specified in the applicable agreement.
• Late payments may incur interest at a rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower.
• If the Client disputes any portion of an invoice, the Client must notify Gamyam in writing within fifteen (15) days of receipt, specifying the disputed amount and the reason for the dispute. Undisputed amounts remain payable in accordance with the original payment terms. The parties shall negotiate in good faith to resolve any invoice dispute within thirty (30) days of the dispute notice.
• The Client is responsible for providing the necessary tools, access, and working environment for Gamyam engineers to perform their duties effectively.

4. Intellectual Property

All work product, including but not limited to source code, documentation, models, algorithms, and deliverables, created by Gamyam engineers during the course of an engagement and within the scope of the SOW ("Work Product") shall be owned by the Client, subject to the following conditions:

• Ownership of Work Product transfers to the Client upon receipt of full payment for the applicable engagement period.
• Gamyam retains ownership of all pre-existing intellectual property, proprietary tools, frameworks, libraries, and methodologies that existed prior to or were developed independently of the engagement ("Gamyam IP"). Where Gamyam IP is incorporated into any Work Product, the Client is granted a non-exclusive, perpetual, royalty-free license to use such Gamyam IP solely in connection with the Work Product.
• General knowledge, skills, experience, and techniques acquired by Gamyam engineers during the engagement remain the property of Gamyam and may be used in future engagements.

5. Confidentiality

Both parties agree to maintain the confidentiality of all proprietary and confidential information disclosed during the course of the engagement ("Confidential Information"). Where required, the parties may also enter into a separate non-disclosure agreement ("NDA") prior to the start of an engagement; in the event of any conflict between a signed NDA and this section, the terms of the signed NDA shall prevail. This obligation includes, but is not limited to:

• Not disclosing Confidential Information to any third party without the prior written consent of the disclosing party.
• Using Confidential Information solely for the purposes of fulfilling obligations under these Terms.
• Taking reasonable measures to protect the confidentiality of such information, no less protective than those used to protect one's own confidential information.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already in the receiving party's possession without restriction prior to disclosure; (c) is independently developed without use of the Confidential Information; or (d) is required to be disclosed by law or legal process, provided the receiving party gives prompt notice to the disclosing party where permitted.

This confidentiality obligation shall survive the termination of any engagement for a period of five (5) years.

6. Limitation of Liability

To the maximum extent permitted by applicable law:

• Gamyam's total aggregate liability arising out of or in connection with these Terms or any engagement shall not exceed the total fees paid by the Client to Gamyam during the three (3) months immediately preceding the event giving rise to the claim.
• In no event shall Gamyam be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, business opportunities, or goodwill, regardless of the cause of action or the theory of liability, even if Gamyam has been advised of the possibility of such damages.

7. Force Majeure

Neither party shall be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, epidemics or pandemics, government actions or orders, war, terrorism, civil unrest, labour disputes, power or internet outages, disruptions in telecommunications, cyberattacks, or failures of third-party services or infrastructure.

During a force majeure event, fees shall be suspended proportionally for any period in which Gamyam is unable to provide the agreed services. The affected party shall use reasonable efforts to mitigate the impact of the event and resume performance as soon as practicable.

If a force majeure event continues for more than sixty (60) consecutive days, either party may terminate the affected engagement by providing written notice to the other party. In such a case, the Client shall pay for all services actually rendered up to the date of termination and neither party shall have further liability to the other with respect to the terminated engagement, except for obligations that survive termination under Section 11.

8. Representations and Warranties

Each party represents and warrants that:

• It has the legal authority to enter into and perform its obligations under these Terms and any applicable SOW.
• Its performance under these Terms will not violate any applicable law, regulation, or third-party agreement.
• It will comply with all applicable laws and regulations in connection with its obligations hereunder.

Gamyam additionally represents that its engineers possess the professional qualifications and experience reasonably necessary for the services described in the applicable SOW. Gamyam does not guarantee specific outcomes, results, or deliverable timelines unless expressly committed to in a signed SOW.

Except as expressly set forth in these Terms or in a signed SOW, Gamyam does not make additional warranties beyond those required by applicable law. To the maximum extent permitted by applicable law, Gamyam disclaims implied warranties of merchantability, fitness for a particular purpose, and non-infringement, except where such disclaimers are prohibited by law.

9. Indemnification

The Client agrees to indemnify, defend, and hold harmless Gamyam, its partners, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• The Client's use of the Work Product or services provided by Gamyam.
• The Client's breach of these Terms or any applicable SOW.
• Any third-party claim arising from the Client's business operations, products, or services that incorporate Gamyam's Work Product.
• Any violation of applicable laws or regulations by the Client.

Gamyam agrees to indemnify, defend, and hold harmless the Client from and against any third-party claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• Any third-party claim that Gamyam's pre-existing IP, as incorporated into the Work Product, infringes the intellectual property rights of a third party.
• Any gross negligence or willful misconduct by Gamyam or its engineers in the performance of services under these Terms.
• Any violation of applicable laws or regulations by Gamyam in connection with the performance of its obligations hereunder.

10. Non-Solicitation

During the term of an engagement and for a period of twelve (12) months following its termination, neither party shall directly or indirectly solicit or hire any employee or contractor of the other party who was involved in the engagement, without the prior written consent of the other party. In the event of a breach of this provision, the breaching party shall pay liquidated damages equal to six (6) months of the individual's compensation to the other party. The parties acknowledge and agree that: (a) the exact loss resulting from a breach of this provision would be difficult to quantify; (b) this amount has been calculated considering the non-breaching party's recruitment costs, training investment, onboarding expenses, and business disruption; (c) it represents a genuine pre-estimate of the loss that would be suffered by the non-breaching party and is not intended as a penalty; and (d) this provision is reasonable in scope and duration and necessary to protect each party's legitimate business interests.

11. Termination

Either party may terminate an engagement as follows:

• Without cause: By providing written notice in accordance with the applicable SOW or service agreement. If no notice period is specified there, either party may terminate before the next monthly renewal date by giving reasonable written notice.
• For cause: Immediately upon written notice if the other party materially breaches these Terms or the applicable SOW and fails to cure such breach within thirty (30) days of receiving written notice of the breach. Notwithstanding the foregoing, either party may seek immediate injunctive relief from a court of competent jurisdiction for breaches of Sections 4 (Intellectual Property), 5 (Confidentiality), or 12 (Data Protection) without waiting for the cure period to expire.
• Insolvency: Immediately upon written notice if the other party becomes insolvent, files for bankruptcy, or enters into liquidation proceedings.

Upon termination:

• The Client shall pay all outstanding fees for services rendered up to the effective date of termination.
• Gamyam shall promptly deliver all Work Product completed up to the termination date.
• Each party shall return or destroy all Confidential Information of the other party in its possession.
• The following sections shall survive termination: 3 (Engagement Terms, solely with respect to payment obligations, late-payment interest, and invoice disputes for services rendered prior to termination), 4 (Intellectual Property), 5 (Confidentiality), 6 (Limitation of Liability), 8 (Representations and Warranties), 9 (Indemnification), 10 (Non-Solicitation), 12 (Data Protection), 13 (Governing Law), 14 (Dispute Resolution), 17 (Amendments), 18 (Entire Agreement), 19 (Waiver), 20 (Assignment), 21 (Severability), 22 (Notices), and 23 (Contact).

12. Data Protection

Where Gamyam engineers process, access, or handle personal data on behalf of the Client during the course of an engagement, the following provisions apply:

• Gamyam shall process personal data only as necessary to perform the services and in accordance with the Client's documented instructions.
• Gamyam shall implement appropriate technical and organisational measures to protect personal data against unauthorised access, loss, destruction, or alteration.
• Gamyam shall promptly notify the Client (and in any event within seventy-two (72) hours) upon becoming aware of any personal data breach affecting Client data.
• Gamyam shall not transfer personal data to any third party or sub-processor without the Client's prior written consent.
• Upon termination of an engagement, Gamyam shall return or securely delete all personal data in its possession, unless retention is required by applicable law.
• Where required by applicable data protection law (including but not limited to the GDPR, UK GDPR, India's Digital Personal Data Protection Act 2023, or other relevant legislation), the parties shall enter into a separate Data Processing Agreement ("DPA") setting out the detailed terms governing the processing of personal data.

This section does not apply to personal data that Gamyam collects independently as a data controller (such as through its website forms), which is governed by Gamyam's Privacy Policy.

13. Governing Law

These Terms shall be governed by and construed in accordance with the laws of India, without regard to its conflict of laws principles. The English language version of these Terms shall be the authoritative version. In the event of any conflict between the English version and any translation, the English version shall prevail.

14. Dispute Resolution

In the event of any dispute, controversy, or claim arising out of or relating to these Terms or any engagement hereunder, the parties agree to the following resolution process:

1. Negotiation: The parties shall first attempt to resolve the dispute through good-faith negotiation between senior representatives of each party within thirty (30) days of written notice of the dispute.
2. Mediation: If the dispute is not resolved through negotiation, the parties shall submit the dispute to mediation administered by a mutually agreed-upon mediator in Hyderabad, India. The mediation shall be conducted in English and shall be completed within sixty (60) days of the mediator's appointment, unless extended by mutual agreement. Each party shall bear its own costs of mediation, and the mediator's fees shall be shared equally.
3. Arbitration: If the dispute is not resolved through mediation, it shall be referred to and finally resolved by binding arbitration under the Arbitration and Conciliation Act, 1996 (India), as amended from time to time. The arbitration shall be conducted by a sole arbitrator mutually appointed by the parties, seated in Hyderabad, Telangana, India, and conducted in English. The arbitrator's award shall be final and binding on both parties and may be enforced in any court of competent jurisdiction.
4. Jurisdiction: Notwithstanding the above, either party may seek interim or injunctive relief from the courts of Hyderabad, Telangana, India to protect its rights pending completion of the dispute resolution process.

15. Website Use

By accessing and using the Gamyam website at gamyam.com, you agree to the following:

• Acceptable use: You may use our website for lawful purposes only. You shall not attempt to gain unauthorized access to any part of the website, its servers, or any connected systems. You shall not use automated tools, scrapers, or bots to access, copy, or monitor website content without our prior written consent.
• Age requirement: You must be at least eighteen (18) years of age to submit information through our website forms. By submitting a form, you represent that you meet this age requirement.
• Content accuracy: While we make reasonable efforts to ensure the accuracy of information presented on our website, all content is provided on an "as is" and "as available" basis. We make no warranties or representations, express or implied, regarding the completeness, accuracy, reliability, or suitability of website content for any particular purpose.
• Availability: We do not guarantee uninterrupted or error-free access to the website. The website may be temporarily unavailable due to maintenance, updates, or circumstances beyond our control.
• Intellectual property: All content on the website, including text, graphics, logos, icons, and images, is the property of Gamyam or its licensors and is protected by applicable intellectual property laws. You may not reproduce, distribute, or create derivative works from website content without our express written permission.
• Limitation of liability: To the maximum extent permitted by law, Gamyam shall not be liable for any direct, indirect, incidental, or consequential damages arising from your use of, or inability to use, the website. For active Clients with a signed SOW or service agreement, the liability provisions in Section 6 shall govern to the extent of any conflict with this section.

16. Subcontracting

Gamyam may engage subcontractors to assist in fulfilling its obligations under these Terms or an applicable SOW, provided that:

• Such subcontractors are bound by confidentiality and intellectual property obligations no less restrictive than those set out in these Terms.
• Gamyam remains fully responsible for the performance and conduct of its subcontractors as if the work were performed by Gamyam directly.
• Where the subcontractor will have access to Client Confidential Information or personal data, Gamyam shall notify the Client in advance and obtain the Client's prior written consent before granting such access.

17. Amendments

Gamyam reserves the right to update or modify these Terms at any time. Any changes will be effective upon posting the revised Terms on our website at gamyam.com/terms. We will make reasonable efforts to notify active Clients of material changes via email or direct communication. Updated website Terms do not automatically override signed SOWs or service agreements for active engagements unless the parties agree otherwise in writing.

18. Entire Agreement

These Terms, together with any applicable SOW or service agreement signed by both parties, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous oral or written communications, proposals, representations, and warranties relating to such subject matter. No pre-contractual statement, representation, or promise not expressly set forth in these Terms or a signed SOW shall form part of the agreement between the parties.

19. Waiver

No failure or delay by either party in exercising any right, power, or remedy under these Terms shall operate as a waiver of that right, power, or remedy. No single or partial exercise of any right, power, or remedy shall preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. A waiver of any provision of these Terms shall be effective only if given in writing and signed by the waiving party.

20. Assignment

Neither party may assign or transfer these Terms or any rights or obligations hereunder without the prior written consent of the other party, except that either party may assign these Terms without consent in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets, provided that the assignee agrees in writing to be bound by these Terms. Any attempted assignment in violation of this section shall be void.

21. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed from these Terms. The remaining provisions shall continue in full force and effect.

22. Notices

All notices, requests, consents, and other communications required or permitted under these Terms ("Notices") shall be in writing and shall be delivered by one of the following methods:

• Email: To the email address specified in Section 23 below (for notices to Gamyam) or to the email address provided by the Client during the engagement (for notices to the Client). Email notices are deemed received on the business day following transmission, provided no delivery failure notification is received by the sender.
• Registered post or courier: To the addresses specified in Section 23 below (for notices to Gamyam) or to the address provided by the Client. Notices sent by registered post or courier are deemed received five (5) business days after dispatch.

Either party may update its notice address by providing written notice to the other party in accordance with this section.

23. Contact

For questions, concerns, or notices relating to these Terms, please contact us at:

Gamyam Info Tech LLP
Head Office: Hyderabad, Telangana, India
Registered Office: Razole, East Godavari, Andhra Pradesh 533242, India
Email: legal@gamyam.com
Website: gamyam.com