Terms and Conditions

1. DEFINITIONS

For the purposes of these Terms:

• “Services” include, but are not limited to, software development, web and mobile app development, IT consulting, cloud deployment, API integration, UI/UX design, data analytics, and related maintenance/support services.
• “Software” refers to any product, platform, application, or code developed, licensed, or provided by the Company.
• “Deliverables” mean the specific software, documentation, or materials provided to the Client as part of the project.
• “Confidential Information” means all non-public information disclosed by either party, whether oral or written, that is marked or identified as confidential.
• “Third Parties” refer to external vendors, contractors, or service providers engaged by the Company.

2. ACCEPTANCE OF TERMS

By using our Services, the Client agrees to:

1. Comply with all applicable laws and regulations;
2. Provide accurate and complete information during registration, onboarding, or project initiation;
3. Acknowledge that the Company reserves the right to modify or update these Terms at any time; continued use after such updates constitutes acceptance of the revised Terms.

3. SERVICES PROVIDED

The Company offers a range of IT and software-related services, including but not limited to:

• Custom software design, development, and implementation.
• Mobile and web application development.
• Cloud infrastructure setup, deployment, and management.
• API design and system integration.
• Data analytics, automation, and AI solutions.
• Cybersecurity, server management, and IT consulting.
• Annual maintenance contracts (AMC), updates, and technical support.

Each project or service engagement shall be governed by a separate Statement of Work (SOW) or Service Agreement, detailing scope, timeline, deliverables, and payment terms.

4. CLIENT RESPONSIBILITIES

The Client agrees to:

• Provide timely access to necessary resources, data, and decision-makers.
• Ensure that any materials, content, or data provided do not infringe third-party rights.
• Promptly review and approve deliverables or provide feedback within agreed timelines.
• Maintain appropriate backups of their data and configurations.
• Not use the Services for unlawful, fraudulent, or malicious purposes.

Failure to cooperate or provide timely feedback may result in project delays or additional charges.

5. PROJECT DELIVERY AND ACCEPTANCE

1. Delivery Timeline: The Company will use reasonable efforts to deliver Services according to the agreed schedule; timelines may vary based on scope changes, dependencies, or unforeseen factors.
2. Acceptance Testing: Upon delivery, the Client shall test and approve Deliverables within the specified acceptance period (typically 7–14 business days).
3. Sign-Off: Failure to report defects or request changes within the acceptance period shall constitute automatic acceptance.
4. Maintenance: Post-deployment maintenance or updates shall be governed by separate maintenance or support contracts.

6. FEES AND PAYMENT TERMS

1. All fees and charges are as specified in the project quotation, proposal, or agreement.
2. Payments must be made as per the milestone or schedule agreed in writing.
3. Late payments may attract additional cost per month (or the maximum permitted by applicable law).
4. The Company reserves the right to suspend or terminate Services for overdue accounts.
5. All amounts are exclusive of applicable taxes, duties, or levies, which shall be borne by the Client.
6. Payments made are non-refundable, except where explicitly stated otherwise in a written agreement.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 Ownership of Deliverables

Upon full payment, the Client will own the rights to the final deliverables specifically developed under the project. The Company retains ownership of all pre-existing tools, libraries, frameworks, and methodologies used during development.

7.2 License to Use Software

Unless otherwise agreed, the Company grants a non-exclusive, non-transferable license for the Client to use the software solely for internal business purposes.

7.3 Restrictions

The Client shall not copy, resell, modify, distribute, or reverse-engineer any part of the software without prior written consent from the Company.

8. CONFIDENTIALITY

Both parties agree to maintain the confidentiality of all non-public information disclosed during the engagement. Confidential Information shall not be disclosed to third parties except:

• With written consent;
• As required by law or government authorities; or
• To employees, contractors, or agents who are bound by similar confidentiality obligations.

The obligation of confidentiality survives termination of these Terms.

9. DATA SECURITY AND PRIVACY

• The Company follows industry-standard security practices to protect client data.
• Clients are responsible for securing their own systems, credentials, and access rights.
• The Company shall not be liable for unauthorized access or breach resulting from the Client’s negligence.
• Personal data is collected and processed in accordance with our Privacy Policy and applicable data protection laws.

10. THIRD-PARTY SERVICES AND OPEN-SOURCE COMPONENTS

1. Certain services or products may integrate with third-party software, APIs, or platforms. The Company shall not be responsible for the availability, functionality, or security of such third-party components.
2. Where open-source software is used, it will be subject to its respective license terms. The Client agrees to comply with such terms.

11. WARRANTIES AND DISCLAIMERS

The Company warrants that Services shall be performed in a professional and workmanlike manner consistent with industry standards. Except as expressly stated, all Services are provided “as-is” without any express or implied warranties, including, but not limited to, warranties of merchantability, fitness for a particular purpose, or non-infringement. The Company does not warrant that the software will be error-free or uninterrupted, or that all defects can be corrected.

12. LIMITATION OF LIABILITY

To the maximum extent permitted by law:

• The Company shall not be liable for any indirect, incidental, consequential, or punitive damages, including loss of profits, data, or business opportunities.
• The total liability of the Company, whether in contract or tort, shall not exceed the total amount paid by the Client under the applicable project agreement during the 12 months preceding the claim.

13. INDEMNIFICATION

The Client agrees to indemnify, defend, and hold harmless the Company, its officers, employees, and agents from any claims, damages, liabilities, or expenses arising out of:

• Misuse of the Services or Deliverables;
• Violation of these Terms; or
• Infringement of any third-party intellectual property or proprietary rights caused by the Client’s data or materials.

14. TERM AND TERMINATION

1. Either party may terminate the engagement with 30 days’ written notice.
2. The Company may terminate immediately if the Client: (a) breaches these Terms; (b) fails to make timely payments; or (c) engages in fraudulent, illegal, or unethical conduct.

Upon termination:

• All outstanding invoices become due immediately.
• The Client shall cease using the software or deliverables unless full payment has been made.
• Confidential information must be returned or destroyed upon request.

15. FORCE MAJEURE

The Company shall not be held responsible for delays or failures in performance caused by circumstances beyond its reasonable control, including natural disasters, cyberattacks, acts of war, labor strikes, government actions, or utility failures.

16. GOVERNING LAW AND DISPUTE RESOLUTION

These Terms shall be governed by and construed in accordance with the laws of India. Any disputes shall be subject to the exclusive jurisdiction of the courts of [Your City, State]. Before initiating legal proceedings, both parties shall attempt to resolve disputes amicably through negotiation or mediation.

17. NON-SOLICITATION

During the term of the engagement and for 12 months thereafter, the Client shall not solicit, hire, or engage any employee or contractor of the Company without written consent.

18. PUBLICITY RIGHTS

Unless otherwise agreed, the Company may reference the Client’s name, logo, and project details for marketing or portfolio purposes, without disclosing confidential information.

19. SEVERABILITY

If any provision of these Terms is found invalid or unenforceable, the remaining provisions shall continue in full effect.

20. ENTIRE AGREEMENT

These Terms, along with any executed proposals, service agreements, or statements of work, constitute the entire agreement between the parties and supersede all prior communications, whether oral or written.

21. CONTACT INFORMATION

For any questions or concerns regarding these Terms, please contact: