Terms of Service
Effective Date: April 6, 2026 | Last Updated: April 6, 2026
These Terms of Service (“Terms”) govern your access to and use of the services provided by Itervai, Inc. (“itervai,” “we,” “us,” or “our”), including our platform, consulting engagements, and any related tools or deliverables. By using our services, you agree to these Terms.
1. Services
itervai provides operations technology consulting and software development services for e-commerce brands. Our services include custom dashboard development, workflow automation, system integrations, demand planning tools, internal applications, and AI-powered operational insights.
The scope, deliverables, timeline, and pricing for each engagement are defined in a separate Statement of Work (“SOW”) or project agreement executed between itervai and the client. These Terms apply to all engagements unless explicitly superseded by the SOW.
2. Eligibility
Our services are designed for business use. By engaging itervai, you represent that you are at least 18 years of age and have the legal authority to enter into a binding agreement on behalf of yourself or the organization you represent.
3. Client Responsibilities
You agree to:
- Provide accurate and timely information, credentials, and access necessary for us to perform the agreed-upon services
- Designate a primary point of contact authorized to make decisions on behalf of your organization
- Review and provide feedback on deliverables within the timeframes specified in the SOW
- Comply with all applicable laws and regulations, including those governing your use of Amazon’s Selling Partner API and related services
- Maintain the security of any credentials or access tokens shared with or generated through our services
4. Intellectual Property and Ownership
Client-owned deliverables: All custom code, configurations, dashboards, automations, and systems built specifically for your engagement are owned by you upon full payment. You receive all source code, documentation, and deployment artifacts.
itervai-owned materials: We retain ownership of our pre-existing tools, frameworks, libraries, methodologies, and general knowledge that are not specific to your engagement. Where pre-existing materials are incorporated into your deliverables, you receive a perpetual, non-exclusive license to use them within the scope of the delivered system.
No claim to your data: We do not claim any ownership rights over your business data, Amazon data, or any information you provide to us in the course of an engagement.
5. Pricing and Payment
All engagements use a custom, quote-based pricing model. Pricing is defined in the SOW and may be structured as fixed-fee, time-and-materials, or milestone-based depending on the nature of the work.
Payment terms, including due dates and billing frequency, are defined in each Statement of Work. Late payments may result in suspension of services until the balance is resolved.
6. Confidentiality
Both parties agree to treat all non-public information exchanged during the engagement as confidential. This includes business strategies, financial data, technical architecture, credentials, and any information obtained through Amazon’s Selling Partner API.
Confidential information will not be disclosed to third parties without prior written consent, except as required by law. Confidentiality obligations survive termination of the engagement for a period of two years.
7. Data Handling and Amazon Compliance
Where our services involve access to Amazon Selling Partner API data, we comply fully with the Amazon Services API Data Protection Policy, the Acceptable Use Policy, and the Amazon Services API Solution Provider Agreement.
Our data handling practices — including encryption, retention, access controls, and incident response — are described in detail in our Privacy Policy and Security page.
8. Warranties and Disclaimers
We warrant that our services will be performed in a professional and workmanlike manner consistent with industry standards. If deliverables contain material defects identified within 30 days of delivery, we will remediate them at no additional cost.
Except as expressly stated above, our services are provided “as is” without warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement.
9. Limitation of Liability
To the maximum extent permitted by law, itervai’s total liability for any claims arising out of or related to these Terms or any engagement shall not exceed the total fees paid by the client to itervai in the twelve months preceding the claim.
In no event shall itervai be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or business opportunities.
10. Termination
Either party may terminate an engagement with 14 days’ written notice. Upon termination, the client is responsible for payment for all work completed through the termination date.
Upon termination, we will deliver all completed and in-progress work product to the client and securely delete any client data in our possession within 30 days, unless retention is required by law.
11. Governing Law
These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. Any disputes arising under these Terms shall be resolved in the state or federal courts located in Delaware.
12. Changes to These Terms
We may update these Terms from time to time. We will notify active clients of material changes via email at least 30 days before the changes take effect. Continued use of our services after the effective date constitutes acceptance of the revised Terms.