Terms & Conditions

Last updated: October 14, 2026

1. Who we are

NoxWhale Systems (“NoxWhale”, “we”, “us”) builds deal workflow systems for investment firms. We are based in India and work with firms in India, the United States, the United Kingdom and Europe.

These terms govern your use of this website and, unless a signed proposal says otherwise, the services we provide. By using the site or engaging our services, you accept these terms. If you are accepting on behalf of a firm, you confirm you are authorised to do so.

These terms are intended for business clients. They are not consumer terms.

2. Services

Engagements start with a Workflow Audit: we map how your firm moves a deal from first look to close, mark the steps that need your people, and measure where time is lost. You receive a written report.

Any build that follows is custom. There is no standard product and no price list. The scope, deliverables, timeline and price for an engagement are set out in a written proposal agreed with you before work begins.

Where a proposal and these terms conflict, the proposal takes precedence for that engagement.

3. Fees and payment

• The Workflow Audit is provided at no charge at present. We may change that for future engagements; it will not change for an audit already agreed.
• Build work is quoted in writing after the audit and agreed before any work starts.
• Invoices are due within 14 days unless the proposal states otherwise. We may pause work on overdue accounts after giving you notice.
• Fees exclude taxes. Where tax applies, it is added to the invoice.
• You remain responsible for fees charged directly to you by third-party platforms used in your build.

4. Confidentiality

We sign a mutual non-disclosure agreement before any confidential information is shared. Each party keeps the other’s non-public information confidential and uses it only for the engagement.

We take only the access a build requires, and that access ends when the engagement does.

These obligations do not apply to information that is public through no fault of the receiving party, was already lawfully held, or must be disclosed by law or a court — in which case we will tell you where we are permitted to.

5. Data protection

Where we handle personal data on your behalf during an engagement, you are the controller and we act as a processor on your documented instructions. We will enter into a data processing agreement on request, and will not engage a sub-processor for your personal data without telling you.

We are based in India, so an engagement with a client in the United Kingdom or Europe may involve a transfer of personal data outside that region. Where that applies, the safeguards are set out in the data processing agreement for that engagement.

Our Privacy Policy covers the personal data we hold about you directly, which is a separate matter from data inside the systems we build.

6. Your responsibilities

• Provide timely access to the accounts, tools and information needed to deliver the work.
• Review and approve deliverables within a reasonable time.
• Ensure you have the right to share any data you give us access to, including any consent or notice required from the people it concerns.
• Use the systems we build lawfully, including under applicable data-protection, financial-services and marketing rules.
• Maintain your own backups and account security. We are not responsible for loss caused by a third-party platform or by credentials outside our control.

7. Ownership

Once an engagement is paid in full, the deliverables built for you — configurations, integrations, prompts and documentation — belong to you and run in your own accounts.

We retain ownership of our pre-existing tools, templates, methods and general know-how, including anything developed before or outside your engagement. You receive a perpetual, non-exclusive licence to use those materials to the extent they are embedded in your deliverables.

Nothing prevents us from using the general skills, experience and know-how gained during an engagement on other work, provided we disclose none of your confidential information.

8. Third-party services and AI tools

Systems we build typically run on third-party platforms under your own accounts and their terms. We are not responsible for changes, outages, deprecations or pricing decisions made by those providers.

Where a build uses an AI tool to read documents or data, we agree which tools, and on what terms, before they process anything confidential. AI output can be wrong or incomplete, so builds are designed to keep a person in the loop wherever that output informs a decision. You remain responsible for decisions made using it.

9. Warranties and remedies

We will perform the services with reasonable skill and care, and deliverables will work substantially as described in the proposal when handed over.

If a deliverable does not, tell us within 30 days of handover and we will correct it at no charge. That correction is your exclusive remedy for a defect. To the extent permitted by law, no other warranty applies, express or implied.

10. No guarantees of outcomes

We commit to delivering the scoped systems in working order. We do not promise specific business outcomes — including deal volume, returns, time saved, or any investment result — as these depend on factors outside our control.

Nothing on this site or in our work is investment, legal, tax or accounting advice, and nothing we provide should be relied on as the sole basis for an investment decision.

11. Liability

To the maximum extent permitted by law, our total liability for all claims arising from an engagement is limited to the fees you paid us for that engagement.

Where an engagement was provided at no charge, such as a Workflow Audit, we accept no liability for it except where liability cannot be excluded by law.

Neither party is liable for indirect or consequential loss, or for lost profits, lost opportunities, lost data or reputational harm. Nothing in these terms limits liability for fraud, wilful misconduct, death or personal injury, or anything else that cannot lawfully be limited.

12. Indemnity

You will cover us against claims arising from data or materials you gave us access to, from your use of the deliverables, or from your breach of these terms. We will cover you against claims that our pre-existing materials infringe a third party’s intellectual property rights.

13. Termination

Either party may end an engagement with 14 days’ written notice, or immediately if the other commits a material breach and does not fix it within 14 days of being told.

You pay for work completed up to the end date, and we hand over deliverables and documentation for everything paid for. Confidentiality, ownership, liability and indemnity survive termination.

14. Non-solicitation

During an engagement and for six months afterwards, neither party will directly solicit the other’s personnel or contractors involved in the work. This does not restrict general advertising, or hiring someone who responds to it.

15. Events outside our control

Neither party is liable for delay or failure caused by events beyond reasonable control, including infrastructure or platform outages, network failures, government action or natural events. We will tell you promptly and resume as soon as we reasonably can.

16. General

• Independent contractor. We work as an independent contractor. Nothing here creates a partnership, joint venture or employment relationship.
• Assignment. Neither party may assign an engagement without the other’s written consent, except to a successor of substantially all its business.
• Entire agreement. These terms and the signed proposal are the whole agreement between us on their subject matter.
• Severability. If a provision is unenforceable, the rest stays in force.
• Waiver. Not enforcing a right on one occasion does not waive it.
• Notices. Written notice by email to the addresses in the proposal, or to noxwhaleautomation@gmail.com, is sufficient.
• Publicity. We will not name you as a client or describe your engagement publicly without your written permission.

17. Changes and contact

We may update these terms from time to time; the date above reflects the latest version. Changes do not affect an engagement already agreed. Questions: noxwhaleautomation@gmail.com.

18. Governing law

These terms are governed by the laws of India, and disputes are subject to the exclusive jurisdiction of the courts at Mumbai, India.