Terms & Conditions

1) Definitions

“Services” means software development, web/mobile application development, UI/UX design, consulting, maintenance, testing, and related services provided by the Company.

“Deliverables” means any software, code, documentation, designs, or materials produced as part of the Services.

“Client” means the individual or entity that engages the Company for Services.

“Agreement” means these Terms together with any statement of work (SOW), proposal, order form, or master service agreement (MSA) executed between the parties.

2) Acceptance of Terms

By accessing our website or engaging the Services, you accept and agree to comply with these Terms. 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 such entity.

3) Scope of Services

The scope, milestones, assumptions, and acceptance criteria will be defined in the applicable SOW or proposal. Unless otherwise stated, Services include:

• Custom Software Development
• Web Application Development
• Mobile App Development
• Cloud Solutions & Integrations
• Enterprise Solutions (ERP/CRM)
• UI/UX Design
• Software Testing & QA
• IT Consulting & Support

Any additional features or changes requested by the Client beyond the agreed scope will be treated as change requests.

4) Proposals, Quotes & Engagement

• Quotes are valid for the period specified in the proposal (or 30 days if unspecified).
• Engagement commences upon written acceptance (including email) and receipt of any upfront payment if required.
• Time and cost estimates are based on the assumptions stated in the proposal; material deviations may require re-estimation.

5) Fees, Invoicing & Payments

• Fees are specified in the SOW/proposal and may be time & material or fixed-price.
• Invoices are payable within the due date mentioned on the invoice; late payments may accrue interest at the permissible legal rate.
• Taxes, duties, and government levies (if any) are payable by the Client, exclusive of fees.
• Upfront/advance payments and milestone-based billing may apply as stated in the proposal.

6) Changes, Scope Creep & Timelines

• Change requests must be documented and approved by both parties, potentially affecting cost and timeline.
• Delays caused by Client dependencies (e.g., content, approvals, access) may extend timelines accordingly.
• Where timelines are critical, a mutually agreed project plan will govern delivery.

7) Client Responsibilities

• Provide timely access to information, systems, stakeholders, and approvals necessary for delivery.
• Ensure that all content, data, and materials supplied are accurate, lawful, and do not infringe third-party rights.
• Designate an authorized point of contact for decisions and clarifications.

8) Intellectual Property

• Pre-existing IP: Each party retains ownership of its pre-existing intellectual property.
• Work Product: Upon full and final payment, the Client receives a worldwide, non-exclusive, royalty-free license to use the Deliverables for its internal business purposes, unless otherwise stated in the SOW/MSA. Where expressly agreed, full assignment may be granted.
• Portfolio Use: The Company may reference the project (non-confidential aspects) in its portfolio and marketing unless the Client objects in writing.

9) Open-Source & Third-Party Components

• Deliverables may include open-source libraries or third-party services subject to their respective licenses/terms.
• The Client agrees to comply with such licenses and acknowledges that availability/fees of third-party services can change.

10) Confidentiality

Each party shall keep confidential and not disclose to any third party any non-public information received from the other party, except as required by law or with prior written consent. This obligation survives termination for three (3) years or as required by applicable law.

11) Data Protection & Privacy

The Company processes personal data in accordance with applicable data protection laws. Where required, a separate Data Processing Addendum (DPA) will be executed. The Client is responsible for obtaining necessary consents and ensuring the lawful basis for processing Client-provided data.

12) Security

We follow reasonable administrative, technical, and physical safeguards aligned with industry best practices for the protection of systems and data. No method of transmission or storage is 100% secure, and we do not guarantee absolute security.

13) Third-Party Services

Integrations with third-party APIs, platforms, or services are provided on an “as-is” basis subject to those providers’ availability and terms. The Company is not responsible for outages, changes, or discontinuation of third-party services.

14) Warranties & Disclaimers

• The Company warrants that Services will be provided in a professional and workmanlike manner by qualified personnel.
• Except as expressly stated, the Services and Deliverables are provided “as is” without warranties of any kind, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
• Prototype, beta, or test environments may be unstable and are provided without warranty.

15) Limitation of Liability

To the maximum extent permitted by law, the Company’s total cumulative liability arising out of or related to the Agreement shall not exceed the total fees paid by the Client for the Services giving rise to the claim during the twelve (12) months preceding the event. In no event shall the Company be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for loss of profits, revenues, data, or business interruption.

16) Indemnification

Each party agrees to indemnify, defend, and hold harmless the other party and its officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses arising out of (i) breach of the Agreement; (ii) violation of applicable laws; or (iii) infringement of third-party rights caused by materials provided by the indemnifying party.

17) Force Majeure

Neither party shall be liable for failure or delay in performance due to events beyond its reasonable control, including but not limited to natural disasters, acts of government, war, terrorism, civil unrest, labor disputes, internet or hosting outages, or other force majeure events.

18) Suspension & Termination

• Either party may terminate the Agreement for material breach not cured within thirty (30) days of written notice.
• The Company may suspend Services for non-payment or unlawful use with prior notice where practicable.
• Upon termination, the Client shall pay for Services rendered up to the effective date, and each party shall return or destroy the other party’s confidential information.

19) Support, Maintenance & SLAs

Any ongoing support, maintenance windows, response times, and service levels will be defined in a separate maintenance agreement or SLA. Unless expressly stated, warranty support for post-go-live defects is limited in duration and scope as per the SOW.

20) Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of India, without regard to its conflict of laws principles. Any disputes shall be subject to the exclusive jurisdiction of courts located at the Company’s registered office location, unless otherwise agreed in writing.

21) Miscellaneous

• Independent Contractors: The parties are independent contractors; nothing creates a partnership or joint venture.
• Non-Solicitation: During the engagement and for 12 months after, neither party will solicit for employment the other party’s personnel directly involved in the Services, without consent.
• Severability: If any provision is held invalid, the remaining provisions remain in effect.
• Assignment: Neither party may assign the Agreement without prior written consent, except to an affiliate or successor by merger or acquisition.
• Notices: Formal notices shall be delivered to the addresses provided in the SOW or as updated in writing.
• Entire Agreement: These Terms together with applicable SOWs/MSAs constitute the entire agreement and supersede prior discussions.
• Amendments: Any amendments must be in writing and signed by authorized representatives.