Terms &
Conditions

For the purposes of these Terms, the following definitions apply:

• ●"Services" means all IT and software development services, including but not limited to custom software development, web application engineering, mobile application development, AI/ML solutions, cloud infrastructure setup and management, DevOps consulting, SEO optimisation, and system architecture advisory.
• ●"Project" means any specific engagement, work order, or scope of work agreed upon in writing between the Client and the Company.
• ●"Deliverables" means all work products, source code, designs, documentation, reports, and other outputs produced by the Company under a Project.
• ●"Confidential Information" means any non-public information disclosed by either party, including technical data, business plans, financial information, client lists, and project specifics.
• ●"Agreement" means the service agreement, statement of work, or project contract executed between the parties, which shall be read together with these Terms.
• ●"Working Days" means Monday through Saturday, excluding public holidays recognised in Maharashtra, India.

3.1 The scope of services for each Project shall be defined in a written Scope of Work (SOW), Project Proposal, or Service Agreement signed by both parties. In the absence of such a document, the written correspondence (email or messaging platform) setting out the agreed deliverables and timelines shall govern.

3.2 Any changes, additions, or modifications to the agreed scope of work — including but not limited to new features, redesigns, additional integrations, or revised timelines — shall constitute a "Change Request." All Change Requests must be submitted in writing and are subject to mutual agreement, revised timelines, and additional fees.

3.3 The Company shall not be obligated to perform services that fall outside the agreed scope unless a separate Change Request has been formally approved in writing and any applicable additional payment has been arranged.

3.4 The Company reserves the right, at its sole discretion, to decline any project or Change Request that conflicts with its ethical standards, technical capacity, or legal obligations.

4.1 Payment Structure: All projects are governed by a milestone-based payment structure as agreed in the Project Proposal or Service Agreement. Standard payment terms are as follows: - Advance / Initial Deposit: A non-refundable advance payment (typically 30%–50% of the total project value) is required before the commencement of any project work. This deposit secures the engagement and allocates the Company's development resources. - Milestone Payments: Subsequent payments are due at defined project milestones as specified in the Service Agreement. - Final Payment: The remaining balance is due prior to the delivery of the final project Deliverables, source code, or deployment to a production environment.

4.2 Invoicing: Invoices shall be issued in Indian Rupees (INR) and will include applicable Goods and Services Tax (GST) as per prevailing Indian tax laws. The Client is responsible for providing a valid GSTIN where applicable.

4.3 Due Date: All invoices are due for payment within seven (7) Working Days of the date of issue, unless otherwise agreed in writing.

4.4 Late Payment: Payments not received by the due date shall attract a late payment interest of 1.5% per month (or the maximum rate permitted by law, whichever is lower) on the outstanding amount, calculated from the due date until the date of actual payment.

4.5 Work Suspension: The Company reserves the right to suspend all work on a Project without liability if any payment remains overdue for more than ten (10) Working Days. Work will resume only upon receipt of the overdue payment plus any applicable late fees.

4.6 Payment Methods: Payments may be made via bank transfer (NEFT/RTGS/IMPS), UPI, or through our authorised payment gateway partners (Razorpay / Cashfree). All payment gateway transactions are subject to the respective gateway's terms and conditions.

4.7 Currency: All prices are quoted and payable in Indian Rupees (INR) unless a separate written agreement specifying a foreign currency has been executed.

5.1 Company's Pre-Existing IP: All proprietary tools, frameworks, libraries, code templates, methodologies, and know-how developed by the Company prior to or independently of any Client engagement ("Pre-Existing IP") shall remain the exclusive property of the Company. Where Pre-Existing IP is incorporated into Deliverables, the Company grants the Client a non-exclusive, non-transferable, perpetual licence to use such Pre-Existing IP solely in connection with the Deliverables.

5.2 Transfer of IP on Full Payment: Subject to receipt of full and final payment of all fees due under the applicable Service Agreement, the Company assigns to the Client all rights, title, and interest in and to the custom-developed Deliverables (excluding Pre-Existing IP and third-party components). This assignment is effective only upon completion of all financial obligations by the Client.

5.3 Non-Payment — IP Retention: If the Client fails to make full payment of all fees owed, the Company retains all intellectual property rights in the Deliverables. The Client shall have no right to use, distribute, or commercialise such Deliverables.

5.4 Third-Party Licences: Where Deliverables incorporate third-party software, open-source components, stock assets, or licensed libraries, such components remain subject to their respective licences. The Client is responsible for ensuring compliance with all applicable third-party licence terms.

5.5 Client-Provided Content: The Client represents and warrants that any content, materials, logos, data, or intellectual property it provides to the Company for incorporation into the Deliverables does not infringe any third-party intellectual property rights. The Client grants the Company a limited licence to use such materials solely for the purpose of delivering the agreed Services.

5.6 Portfolio Rights: Unless expressly restricted in writing, the Company reserves the right to reference the completed Project and display related Deliverables (e.g., screenshots, case studies) in its portfolio and marketing materials.

6.1 Both parties agree to maintain the confidentiality of all Confidential Information received from the other party and to use such Confidential Information solely for the purposes of delivering or receiving the Services.

6.2 Each party agrees not to disclose Confidential Information to any third party without the prior written consent of the disclosing party, except where required by law, regulation, or a court order.

6.3 The obligations of confidentiality shall survive the termination or expiry of any Service Agreement for a period of three (3) years.

6.4 The Company may enter into a separate Non-Disclosure Agreement (NDA) with the Client upon written request prior to the commencement of discussions relating to a Project.

7.1 By the Company: The Company warrants that: - It has the requisite skill, expertise, and authority to provide the Services. - The Deliverables will conform to the agreed specifications at the time of delivery. - It will perform the Services with reasonable care and skill, in accordance with industry standards. - It will not knowingly incorporate any malicious code into the Deliverables.

7.2 Post-Delivery Bug Fix Warranty: The Company provides a limited bug-fix warranty period of thirty (30) days from the date of final delivery ("Warranty Period"). During this period, the Company shall, at no additional charge, correct any defects in the Deliverables that are directly attributable to errors in the Company's work, provided such defects are reported in writing within the Warranty Period. This warranty does not cover issues arising from Client-side modifications, third-party integrations, or environmental changes.

7.3 Disclaimer: EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, THE COMPANY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE DELIVERABLES WILL BE ERROR-FREE OR UNINTERRUPTED IN OPERATION.

7.4 By the Client: The Client warrants that it has the authority to enter into this Agreement, that the information it provides is accurate, and that its use of the Deliverables will comply with all applicable laws.

8.1 In no event shall the Company be liable to the Client for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of data, loss of business opportunity, or reputational damage, arising out of or in connection with the Services or these Terms, even if the Company has been advised of the possibility of such damages.

8.2 The Company's total aggregate liability to the Client for any and all claims arising under or in connection with a Project shall not exceed the total fees actually paid by the Client to the Company for that specific Project in the twelve (12) months immediately preceding the event giving rise to the claim.

8.3 Nothing in these Terms shall limit or exclude liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded by applicable Indian law.

9.1 Termination for Convenience: Either party may terminate a Project engagement with a minimum of fifteen (15) days' prior written notice to the other party.

9.2 Termination for Cause: Either party may terminate a Service Agreement immediately by written notice if the other party: (a) commits a material breach of these Terms that is incapable of remedy; (b) commits a material breach that is capable of remedy but fails to remedy it within fifteen (15) days of receiving written notice; or (c) becomes insolvent, enters liquidation, or is unable to pay its debts as they fall due.

9.3 Effect of Termination: Upon termination: (a) the Client shall pay all outstanding invoices for work completed up to the date of termination on a pro-rata basis; (b) the Company shall deliver all completed work to the Client; and (c) any provisions of these Terms that, by their nature, should survive termination (including intellectual property, confidentiality, limitation of liability, and governing law) shall continue to apply.

9.4 Please refer to our Refund & Cancellation Policy for provisions governing advance payments and deposits upon cancellation or termination.

The Company shall not be liable for any delay or failure to perform its obligations under a Service Agreement to the extent that such delay or failure is caused by a Force Majeure Event. A "Force Majeure Event" means any event beyond the reasonable control of the Company, including acts of God, war, terrorism, epidemic, pandemic, government-imposed lockdowns, natural disasters, internet or infrastructure outages, or any other event that renders performance commercially impracticable. The Company will notify the Client promptly of any Force Majeure Event and its anticipated impact on delivery timelines.

11.1 Informal Resolution: In the event of any dispute, controversy, or claim arising out of or relating to these Terms or any Service Agreement, the parties agree to first attempt to resolve the matter amicably through good-faith negotiations for a period of thirty (30) days from the date of written notice of the dispute.

11.2 Arbitration: If the dispute cannot be resolved informally within thirty (30) days, it shall be submitted to binding arbitration under the Arbitration and Conciliation Act, 1996, as amended. The seat and venue of arbitration shall be Aurangabad (Chhatrapati Sambhaji Nagar), Maharashtra, India. The arbitration shall be conducted in the English language.

11.3 Governing Law: These Terms and any disputes arising thereunder shall be governed by and construed in accordance with the laws of the Republic of India. Subject to the arbitration clause above, the parties submit to the exclusive jurisdiction of the courts of Aurangabad (Chhatrapati Sambhaji Nagar), Maharashtra.

• ●Entire Agreement: These Terms, together with any applicable Service Agreement, SOW, or Project Proposal, constitute the entire agreement between the parties with respect to its subject matter and supersede all prior discussions, representations, or agreements.
• ●Severability: If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
• ●Waiver: No failure or delay by either party in exercising any right shall constitute a waiver of that right.
• ●Assignment: The Client may not assign or transfer any rights or obligations under these Terms without the prior written consent of the Company. The Company may assign its rights and obligations to a successor entity in connection with a merger, acquisition, or sale of assets.
• ●Notices: All formal notices under these Terms shall be in writing and delivered by email with read receipt or registered post to the addresses specified in the applicable Service Agreement.
• ●Language: These Terms are written in the English language, which shall be the governing language in the event of any translation or interpretation dispute.