Terms and Conditions

These Terms and Conditions govern your use of the TechnBrains website and, where applicable, the services provided by TechnBrains. References to “TechnBrains,” “we,” “us,” or “our” mean the TechnBrains entity applicable to the relevant website use or client engagement.

By accessing or using this website, you agree to be bound by these Terms. If you do not agree with them, you should discontinue use of the website.

Certain services may also be governed by a separate proposal, Statement of Work, Master Services Agreement, Non-Disclosure Agreement, Data Processing Agreement, Service Level Agreement, work order, or other written agreement between TechnBrains and the client. Where a signed agreement conflicts with these Terms, the signed agreement will control for the services covered by that agreement.

Section 1: Company and Contact Details

TechnBrains provides software development, technology consulting, staff augmentation, dedicated teams, modernization and related services.

Our U.S. office (Headquarters) is located at:

Where a specific legal entity is required for contractual, tax, regulatory, or legal purposes, that entity will be identified in the relevant agreement or transaction document.

Section 2: Eligibility and Acceptance

You must be at least 18 years old and legally able to enter into a binding agreement. If you act for a business, you represent that you have authority to bind it.

You accept these Terms by selecting an “I agree” checkbox or taking another affirmative acceptance action that clearly identifies and links to these Terms. Submitting an inquiry or requesting a consultation does not itself create a client engagement or require either party to proceed.

We provide these Terms to website visitors as notice of our website rules. We do not rely solely on browsing as affirmative acceptance of contractual obligations. Service obligations arise only through an accepted proposal, signed agreement or other expressly accepted written engagement that incorporates these Terms.

Section 3: Scope, Order of Precedence and Entire Agreement

Sections 4–9 govern website use. Sections 10–21 apply only to an accepted professional-services engagement that expressly incorporates them. Sections 1–3 and 22–28 apply to the relevant website or service relationship.

These Terms and the documents expressly incorporated into the parties’ accepted engagement constitute their entire agreement for the relevant subject matter and replace prior discussions or representations about that subject matter. An NDA or other separate agreement covering a distinct subject continues to apply.

For an engagement, the order of precedence is: an express signed amendment; any governing master services agreement; an accepted statement of work or proposal; and these Terms. A project document overrides the master agreement only where it expressly identifies the provision being changed and is accepted as required by that agreement. An NDA, data processing agreement or service level agreement controls its specific subject matter. Purchase-order boilerplate does not amend the agreement unless expressly accepted in writing by both parties.

Website updates do not amend an existing engagement. Engagement amendments require the acceptance process established by the parties’ agreement.

Section 4: Permitted Use and Prohibited Conduct

You may access website content for lawful personal use and internal business evaluation. You must not infringe another person’s rights, impersonate others, introduce malicious code, interfere with the website or access nonpublic systems without authorization. Security testing, scanning and vulnerability probing require prior written permission.

Without our prior written permission, you must not scrape, crawl, harvest or otherwise automatically extract website content or data; bypass access controls; or use website content to train, fine-tune or develop AI or machine-learning models or training datasets. This restriction applies whether collection occurs directly or through an intermediary, except to the extent a restriction is prohibited by law. Technical accessibility or a robots.txt entry does not grant contractual permission.

We may block or suspend access reasonably necessary to address misuse, security threats, infringement or legal requirements.

Section 5: Website Intellectual Property

Website content, branding, layouts and software belong to TechnBrains or its licensors and are protected by intellectual property laws. Except for permitted internal evaluation or rights provided by law, you must not reproduce, republish, distribute, sell or create derivative works from that material without permission.

Third-party names and marks belong to their owners. A reference or link does not imply endorsement or affiliation.

Section 6: Form Submissions and Feedback

You retain ownership of information and materials you submit. You grant TechnBrains a nonexclusive, worldwide, royalty-free license to use, reproduce and share those submissions only as reasonably necessary to respond to your request, evaluate an engagement and provide agreed services. Processing of personal information remains subject to our Privacy Policy and applicable law.

For voluntary suggestions or feedback about our website or services, you grant a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, modify and incorporate that feedback into our offerings. This feedback license does not cover your personal information, confidential information, project source code or other client-owned deliverables.

You represent that you have the necessary rights to make a submission. Do not send passwords, regulated personal data or confidential project materials through a public form. Use an agreed secure channel for sensitive information.

Section 7: Privacy and Electronic Communications

Our Privacy Policy describes our collection and use of personal information. A Privacy Policy acknowledgment is not consent to unrelated marketing.

By submitting a request, you consent to electronic responses and related administrative communications. Where legally permitted, electronic records, signatures and notices satisfy writing requirements. Marketing consent will be obtained separately when required by law.

Section 8: Informational Content and External Services

Articles, research, comparisons and case studies provide general information. They are not legal, medical, financial or other regulated professional advice. Verify material information before making significant decisions. Project results reflect particular engagements and do not guarantee future outcomes.

We do not control external websites or their content, availability, security or privacy practices. AI outputs may contain errors and require appropriate validation and human review. The existence of website content or a consultation does not create a binding performance commitment.

Section 9: Website Warranties and Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE WEBSITE AND ITS CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TECHNBRAINS DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT WARRANT UNINTERRUPTED ACCESS, ERROR-FREE CONTENT OR THE ABSENCE OF HARMFUL COMPONENTS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TECHNBRAINS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING FROM WEBSITE USE, INCLUDING LOSS OF PROFITS, OPPORTUNITY OR DATA.

These website disclaimers do not replace express service warranties. Nothing in these Terms excludes liability for fraud, willful misconduct or any liability, warranty or remedy that cannot lawfully be excluded.

Section 10: Engagement Formation and Scope

A service engagement begins when both parties accept a written proposal, statement of work or other engagement document. It must identify the contracting parties, scope, fees, responsibilities and any binding delivery or acceptance requirements.

TechnBrains will perform the agreed services with reasonable care and skill. Website descriptions and preliminary estimates are not binding scope or delivery commitments unless incorporated into the engagement.

Section 11: Changes, Dependencies and Delivery

Additional functionality or work outside the agreed scope requires written approval of the revised scope, charges and schedule before it begins. Neither party may unilaterally change the engagement.

The client must provide timely access, accurate information, authorized materials, decisions and approvals reasonably needed for delivery. The client represents that supplied materials may lawfully be used for the engagement.

TechnBrains will promptly communicate material delivery risks. Changes to scope, delayed client dependencies and external system changes may require a reasonable schedule adjustment. They do not automatically excuse obligations unaffected by those events.

Section 12: Fees, Payment and Suspension

The accepted engagement will state fees, billing arrangements, approved expenses and taxes. If no payment period is stated, invoices are due 30 calendar days after receipt. Clients are responsible for applicable service taxes other than taxes on TechnBrains’ income.

Overdue, undisputed amounts accrue simple interest at 6% per year or the maximum lawful rate, whichever is lower, from the due date until payment. Interest does not compound. No additional late-payment penalty applies. Any unlawful charge will be reduced and any excess credited or refunded.

The client must notify TechnBrains promptly of an invoice dispute, describe the disputed amount and reasons, and pay the undisputed portion on time. The parties will work in good faith to resolve the dispute.

If an undisputed payment remains overdue, TechnBrains may suspend affected services after giving at least 10 calendar days’ written notice identifying the amount due and the proposed suspension date. Payment within that period prevents suspension. TechnBrains may terminate the affected engagement if the amount remains unpaid for a further 20 calendar days after suspension, following written termination notice.

Suspension may affect staffing and delivery dates. TechnBrains will resume work within a reasonable period after payment and will coordinate a revised schedule. Suspension does not authorize withholding client-owned data contrary to law or an express handover obligation.

Section 13: Cancellations and Refunds

Unless a different cancellation right is agreed, either party may terminate ongoing services on 30 calendar days’ written notice. Either party may terminate for material breach if it remains uncured 15 calendar days after written notice; the payment procedure in Section 12 governs overdue payments.

The client must pay for services performed and approved, noncancelable expenses incurred through termination. TechnBrains will refund unused prepaid fees after deducting those amounts and provide a reconciliation within 30 calendar days. Mandatory cancellation or refund rights remain unaffected.

Section 14: Deliverable Review and Acceptance

The engagement must state any formal acceptance criteria and review period. Where none is specified, the client will review a delivered milestone within 10 business days and identify material departures from the agreed requirements in writing.

TechnBrains will correct confirmed departures within a reasonable period and resubmit the work for review. Silence alone does not constitute acceptance. New requirements are handled through the change process. The parties will act reasonably and in good faith when resolving acceptance issues.

Section 15: Project Intellectual Property and Client Materials

Client materials remain client-owned. The client grants TechnBrains permission to use them only as needed to perform the engagement, subject to confidentiality and data protection duties.

The engagement must expressly state ownership and license rights for deliverables. Where it provides for assignment of custom deliverables, that assignment takes effect after full payment of the fees attributable to those deliverables. It does not transfer TechnBrains’ pre-existing tools, reusable components or general know-how.

TechnBrains will identify material retained components and grant the client any agreed license needed to use the deliverables. Third-party and open-source components remain subject to their own licenses. Publication of client names, logos or confidential project information requires appropriate authorization.

Section 16: External Technologies and AI

Third-party platforms, APIs, cloud services and software are subject to their own licenses and operating limits. TechnBrains will identify material dependencies reasonably known during planning. Provider changes requiring additional work will follow the change process.

For AI engagements, the parties must document material requirements for data use, validation, human approval, security and monitoring. TechnBrains does not promise error-free AI outputs; this does not excuse failure to meet expressly agreed requirements.

Section 17: Staff Augmentation and Direct Hiring

The engagement must identify personnel roles, rates, availability, management responsibilities and replacement procedures. The client may direct agreed day-to-day work; TechnBrains retains its employer and contractor responsibilities. Neither party may purport to bind the other outside its authority.

Any direct-hire restriction and conversion fee in this section must be expressly accepted in the signed staffing agreement. Website browsing or an inquiry-form checkbox does not activate them.

For personnel actually assigned to the client, the proposed staffing condition is that the client must not deliberately solicit or directly engage those personnel outside TechnBrains during the assignment or for six months after it ends, without prior written agreement on conversion. This restriction covers the client and entities acting at its direction, not unrelated businesses.

If an agreed conversion occurs within that period, the client will pay the expressly agreed conversion fee. The proposed default is eight weeks of the individual’s agreed TechnBrains billing, based on the average weekly charges during the preceding 12 weeks or the shorter actual assignment. Payment is due within 30 calendar days of the direct engagement. The fee is payable by the client, never the worker, and is intended to compensate documented recruitment and transition costs rather than punish hiring.

General job advertisements not targeted at assigned personnel, unsolicited applications, documented pre-existing recruitment discussions and hiring required or protected by law are excluded. This provision must be limited to what is lawful and reasonably necessary for the staffing relationship. It does not impose obligations on personnel or authorize an unlawful hiring restriction. There is no automatic punitive fee for an alleged breach.

Section 18: Confidentiality and Data Protection

Each party will protect the other’s nonpublic business and technical information with at least reasonable care, use it only for the engagement and disclose it only to authorized recipients with appropriate confidentiality duties.

These duties do not cover information lawfully known beforehand, independently developed, lawfully received without restriction or public without breach. Legally compelled disclosures are permitted, with advance notice where lawful and disclosure limited to what is required.

These duties continue for three years after the engagement ends; trade secrets remain protected while they qualify as trade secrets under law. The parties must agree required personal-data processing and security terms before regulated or sensitive data is transferred.

Section 19: Service Warranties and Liability

EXCEPT FOR EXPRESS WARRANTIES IN THE ACCEPTED ENGAGEMENT AND THE REASONABLE-CARE-AND-SKILL OBLIGATION IN SECTION 10, TECHNBRAINS DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT TO THE EXTENT PERMITTED BY LAW.

TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM SERVICES. THIS EXCLUSION DOES NOT APPLY TO FRAUD, WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY, INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY, OR LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED.

Any aggregate liability cap must be expressly stated in the accepted engagement. Nothing here limits the client’s obligation to pay agreed fees or preserves an exclusion prohibited by law.

Section 20: Force Majeure for Services

This section applies only to professional services. Neither party is responsible for failure or delay caused by an event beyond its reasonable control that it could not reasonably prevent or overcome. Examples include natural disasters, war, government restrictions, pandemics, widespread infrastructure failures and cyberattacks despite reasonable security precautions.

The affected party must promptly notify the other, explain the likely impact, take reasonable mitigation steps and resume performance as soon as practicable. Lack of funds, ordinary staff shortages and failures caused by inadequate precautions are not force majeure.

If the event materially prevents performance for more than 30 consecutive days, either party may terminate the affected work by written notice. The client must pay for work already performed and approved noncancelable expenses; unused prepaid fees will be refunded under Section 13.

Section 21: Service Suspension and Exit

TechnBrains may immediately suspend affected services when reasonably necessary to address an imminent security threat, unlawful use or a legal prohibition, and will notify the client as soon as lawful and practicable. Other suspensions require the relevant breach or payment notice procedure.

On termination, each party will return or securely delete the other’s confidential materials, subject to lawful retention and routine protected backups. The parties will coordinate delivery of client-owned materials and any agreed transition support. Accrued payments and provisions intended to survive termination remain effective.

Send copyright complaints to [email protected], with the subject “Copyright Complaint,” or to our U.S. headquarters, attention: Copyright Complaints.

Identify the copyrighted work and the specific material or URL complained of. Include your contact details, a signature, a good-faith statement that the use is unauthorized, and a statement under penalty of perjury that your information is accurate and you are authorized to act for the rights holder.

We will review complaints and respond as appropriate. This contact is a complaint channel; it is not a representation that TechnBrains has registered a DMCA designated agent.

Section 23: Export Controls and Sanctions

Each party must comply with applicable export-control and sanctions laws when accessing, supplying or transferring software, technology or services. You must not use the website or services for prohibited destinations, recipients or end uses, or cause TechnBrains to violate those laws. Any required authorization must be obtained before a restricted transfer occurs.

Section 24: Notices

Formal notices to TechnBrains must be sent to [email protected], marked “Legal Notice,” or by tracked delivery to the headquarters address in Section 1. Client notices will be sent to the designated engagement contact; website-user notices may be sent to the address supplied with the relevant request.

Email notice is effective when the recipient acknowledges receipt or a delivery record confirms receipt by its designated system without a failure message. Tracked physical notice is effective on recorded delivery. Court documents and notices requiring a different statutory procedure must follow that procedure.

Section 25: Assignment

Neither party may assign an accepted engagement without the other’s written consent, which must not be unreasonably withheld. Either party may assign it as part of a merger, reorganization or sale of substantially all relevant assets if the successor assumes its obligations and the assignment does not materially impair the other party’s rights. Notice must be provided promptly. An unauthorized assignment is ineffective to the extent permitted by law.

Section 26: Governing Law, Courts and Claim Deadline

Texas law governs these Terms, without applying conflict-of-law rules that would select another jurisdiction. Applicable federal law and mandatory protections that cannot be waived remain effective.

Unless the accepted engagement specifies another dispute process, disputes will be brought exclusively in the state courts located in Dallas County, Texas, or, where federal jurisdiction exists, the United States District Court for the Northern District of Texas, Dallas Division. Each party consents to those courts, except where mandatory law requires another forum.

To the extent permitted by law, claims arising from these Terms must be filed within two years after the cause of action accrues. This deadline does not override mandatory longer periods, statutory tolling or rights that cannot be contractually limited. If the restriction is unenforceable for a claim, the applicable statutory period controls.

These Terms do not require arbitration or waive class actions.

Section 27: Severability and No Waiver

If a provision is unenforceable, it will be severed or limited only as the law permits; the rest remains effective. Failure to enforce a provision is not a waiver. A waiver must be express and applies only to the stated circumstances.

Section 28: Updates to These Terms

We may update website terms and will revise the Last Updated date. Material changes will be accompanied by a prominent website notice and, where practicable, notice to affected users at least 30 calendar days before taking effect. Changes needed for urgent legal or security reasons may take effect sooner with appropriate notice.

After receiving clear notice of an update, continuing to use the website indicates acceptance to the extent permitted by law. Where affirmative acceptance is legally required or a material change introduces new contractual obligations, we will obtain renewed affirmative acceptance. Updates do not apply retroactively to accrued claims or automatically amend accepted service engagements.