Terms & Conditions
The legal agreement governing the use of Zhivam Private Limited's engineering, simulation, and consultancy services.
Please read these Terms and Conditions ("Agreement", "Terms") carefully before engaging with or making any payment to Zhivam Private Limited ("Zhivam", "Company", "we", "us", or "our"). This Agreement constitutes a legally binding contract.
By accessing our website at www.zhivam.com, submitting a project enquiry, or making any payment for our services, you ("Client", "you", "your") acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety.
Acceptance of Terms
These Terms apply to all visitors, users, and clients who access or use the services of Zhivam Private Limited. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms.
Your continued use of our website or engagement with our services constitutes your acceptance of any changes made to these Terms. If you do not agree to these Terms, you must immediately discontinue use of our website and services.
Definitions
| Term | Meaning |
|---|---|
| "Services" | Engineering consultancy, thermal simulation, battery management analysis, PCB design, prototyping, testing, R&D, and related technical deliverables provided by Zhivam. |
| "Deliverables" | Reports, simulation outputs, CAD files, data analyses, prototypes, or any other work product provided to the Client upon completion of a project. |
| "Project Scope" | The specific work, timelines, and pricing agreed upon in writing (email or formal proposal) before commencement of any engagement. |
| "Commencement Date" | The date on which payment is received and a formal project acknowledgement is issued by Zhivam. |
| "Confidential Information" | Any non-public technical, commercial, or proprietary information shared by either party. |
Scope of Services
Zhivam Private Limited provides specialised engineering services including, but not limited to:
- Electronic Thermal Management — design, analysis and optimisation of thermal systems for electronics
- Battery Thermal Management & Testing — characterisation, abuse testing, and calorimetry
- Immersion Cooling Solutions — design and simulation of liquid immersion cooling systems
- PCB Design, Prototyping & Thermal Testing — full-cycle PCB development
- Design, Simulation, Prototyping & Testing — end-to-end product development
- Renewable Energy & Sustainability Solutions
- Consultancy & Technical Advisory
- IP Licensing & Industry Collaboration
Each engagement is custom-scoped. Final deliverables and timelines are defined in a written project proposal which forms part of this Agreement.
Engagement & Pricing
4.1 Payment: All service fees are quoted in Indian Rupees (INR) unless otherwise agreed. Payments are processed via Razorpay or other authorised payment gateways and are subject to applicable taxes including GST.
4.2 Project Commencement: Work commences only upon receipt of payment as per the agreed payment schedule. Zhivam is not obligated to begin any work prior to payment confirmation.
4.3 Change of Scope: Any additions or modifications to the agreed Project Scope must be requested in writing. Additional work beyond the original scope will be quoted separately and requires written approval before execution.
4.4 Invoicing: Tax invoices compliant with the Goods and Services Tax Act, 2017 will be issued for all transactions. GST Registration details will appear on all invoices.
Intellectual Property
5.1 Client-Owned Deliverables: Upon receipt of full payment, Zhivam assigns to the Client all rights in the specific deliverables created under the agreed Project Scope, unless otherwise stipulated in the project proposal.
5.2 Zhivam's Background IP: All pre-existing methodologies, tools, templates, proprietary simulation frameworks, and know-how developed by Zhivam prior to or independently of the Client engagement remain the exclusive property of Zhivam Private Limited.
5.3 Restrictions: The Client shall not reverse-engineer, resell, or sub-license any Zhivam background IP embedded in the deliverables without prior written consent from Zhivam.
5.4 Publication: Zhivam may reference the Client's project as part of its portfolio unless the Client expressly requests confidentiality in writing at the time of project commencement.
Confidentiality
Both parties agree to maintain the confidentiality of all Confidential Information exchanged during the engagement. Neither party shall disclose the other's Confidential Information to third parties without prior written consent, except:
- As required by applicable law or a court of competent jurisdiction
- To employees or contractors who need access to perform obligations under this Agreement, and who are bound by equivalent confidentiality obligations
- With the prior written consent of the disclosing party
These confidentiality obligations shall survive the termination of this Agreement for a period of three (3) years.
Limitation of Liability
7.1 Zhivam's total cumulative liability to the Client arising from or related to this Agreement shall not exceed the total fees paid by the Client to Zhivam for the specific project giving rise to the claim, in the twelve (12) months preceding the claim.
7.2 In no event shall Zhivam be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of data, or business interruption, even if Zhivam has been advised of the possibility of such damages.
7.3 Force Majeure: Zhivam shall not be liable for delays or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, government actions, power failures, internet outages, or pandemic-related disruptions.
Termination
8.1 By the Client: The Client may terminate an engagement by providing written notice to info@zhivam.com. Refund entitlements upon termination are governed by our Refund & Cancellation Policy.
8.2 By Zhivam: Zhivam reserves the right to terminate an engagement immediately if the Client: (a) fails to make payment as agreed; (b) provides false or misleading information; (c) engages in conduct that is abusive, illegal, or in breach of these Terms.
8.3 Effect of Termination: Upon termination, Zhivam will deliver all completed work portions to the Client. Outstanding payments for work completed to the date of termination remain due and payable.
Governing Law & Dispute Resolution
This Agreement is governed by and construed in accordance with the laws of the Republic of India. The parties agree that all disputes arising from or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts located in Vijayawada, Andhra Pradesh, India.
Dispute Resolution Process: Before initiating legal proceedings, both parties agree to attempt resolution through good-faith negotiation for a minimum of 30 days from the date of written notice of the dispute. If unresolved, disputes may be escalated to arbitration under the Arbitration and Conciliation Act, 1996, with a sole arbitrator appointed by mutual agreement.
Amendments to These Terms
Zhivam reserves the right to modify these Terms at any time. Changes will be effective upon posting on this page with an updated effective date. For ongoing projects, significant changes will be communicated via email. Continued engagement after notification constitutes acceptance of the revised Terms.
Contact for Legal Matters
For questions, notices, or legal correspondence regarding these Terms:
- CompanyZhivam Private Limited
- Registered Address9-65-41/A Sykamvari Street, I Floor, Kothapet, Chittinagar, Vijayawada (Urban), Krishna — 520001, Andhra Pradesh, India
- Emailinfo@zhivam.com
- Phone+91 833 385 0202