TERMS OF SERVICE

1. Legal and Contractual Framework

The parties intend these Terms and any SOW to constitute a legally binding electronic or written contract. Electronic communications, electronic records and electronic acceptance may be used where legally permissible. The parties acknowledge the legal recognition of electronic transactions under the Information Technology Act, 2000 and the general principles governing contracts under the Indian Contract Act, 1872.

If the Client is a company, LLP, partnership, trust, society or other organisation, the person accepting these Terms represents that they are authorised to bind that organisation. If the Client is an individual, the individual represents that they are legally competent to contract.

2. Services

• Services may include website design and development, web applications, mobile applications, dashboards, APIs, workflow automation, AI-enabled automation, integrations, database work, technical consulting, deployment assistance, hosting coordination, maintenance, monitoring and support.
• The exact scope, deliverables, milestones, dependencies, technology stack, third-party services, acceptance criteria, timeline and fees shall be stated in the applicable SOW/proposal/quotation.
• Anything not expressly included in the agreed scope is excluded and may require a change request and additional fees.
• We may use employees, contractors and specialised service providers to perform portions of the Services, subject to appropriate confidentiality and data-protection obligations.

3. Project Scope and Change Requests

1. A project begins after the Provider receives the required acceptance and, where applicable, the initial payment.
2. Client requests that change functionality, scope, integrations, content, design direction, data structures, technical architecture or acceptance criteria may be treated as change requests.
3. A change request may affect fees and delivery dates. Work on material changes will begin only after written or electronic approval of the revised scope and commercial impact.
4. Delays caused by Client dependencies, unavailable credentials, delayed approvals, third-party outages, changes in law, or unavailable Client content may extend the delivery timeline.

4. Client Responsibilities

• Provide accurate information, lawful content, brand assets, credentials and access reasonably necessary for the project.
• Ensure that the Client owns or is licensed to use all text, images, videos, trademarks, software, databases and other materials supplied to us.
• Obtain all licences, registrations, consents and permissions required for the Client's business, including sector-specific approvals and permissions for customer communications.
• Review deliverables promptly and provide consolidated feedback through the agreed communication channel.
• Maintain secure control of passwords, API keys, administrator accounts and other credentials supplied to or generated for the Client.

5. Fees, Taxes and Payment

• Fees, payment milestones, subscription charges and reimbursable expenses are specified in the applicable quotation/SOW/invoice.
• Unless otherwise agreed, taxes are additional where legally applicable. GST, if applicable, shall be charged at the prevailing rate and against a valid tax invoice.
• The Client shall make payments by the due date. Bank charges, payment-gateway charges and third-party platform charges are payable by the Client where stated in the SOW.
• The Provider may suspend work or non-essential support for overdue undisputed amounts after giving reasonable notice.
• No payment obligation is waived merely because a Client has not yet launched or commercially used the deliverable, where the agreed milestone has been completed and accepted or deemed accepted.

6. Acceptance of Deliverables

The SOW should contain objective acceptance criteria. Unless the SOW states otherwise, the Client shall identify material non-conformities within 7 calendar days of delivery. If no material non-conformity is reported within that period, the deliverable will be deemed accepted. Acceptance does not prevent the Client from asserting latent defects that could not reasonably have been discovered during acceptance, subject to applicable law.

7. Hosting, Domains, Third-Party Services and APIs

• Hosting providers, domain registrars, payment processors, messaging providers, AI providers, cloud platforms, app stores and other third parties are independent providers.
• Their fees, usage limits, policies, outages, API changes, suspensions and availability are outside the Provider's control. The Client is responsible for third-party charges unless the SOW expressly states otherwise.
• Where the Provider purchases or manages a third-party service for the Client, the Client authorises the Provider to act as its technical agent for that limited purpose.
• The Provider does not guarantee that any third-party service will remain available, free, compatible, or unchanged.

8. AI and Automation Services

• Automations and AI systems may depend on probabilistic outputs, external APIs, model availability and third-party data.
• Unless expressly contracted otherwise, AI outputs are not guaranteed to be accurate, complete, unbiased, lawful, or suitable for high-stakes decisions.
• The Client remains responsible for human review and business decisions based on automated outputs.
• The Client shall not use an automated system in a way that violates law, third-party rights, platform policies, or contractual restrictions.

9. Intellectual Property

Each party retains ownership of intellectual property it owned before the engagement. Unless the SOW states otherwise, upon full payment of all amounts due for a custom deliverable, the Provider grants/transfers to the Client the rights expressly described in the SOW in the final custom deliverables. Pre-existing Provider tools, libraries, frameworks, templates, know-how, reusable components, generic code, methods, utilities and internal systems remain the Provider's property. Open-source and third-party components remain subject to their respective licences.

The Provider may display the completed project name, a screenshot, non-confidential description or link in its portfolio only if the SOW does not prohibit this. The Provider shall not disclose confidential business information for portfolio purposes.

10. Client Content and Licence to Perform Services

The Client grants the Provider a limited, non-exclusive, revocable licence to host, copy, modify, transmit and otherwise process Client Content only as reasonably necessary to provide the Services, maintain systems, troubleshoot issues, create backups and comply with law. The Client represents that it has all rights and permissions required for this processing.

11. Data Protection and Privacy

The Provider's processing of personal data through its own website, sales processes, accounts and business operations is governed by its Privacy Policy. Where the Provider processes personal data on the Client's behalf as a service provider/data processor, the Client remains responsible for determining the lawful purpose and means of processing unless the SOW expressly allocates a different role. The parties shall execute a data-processing addendum where required by the nature of the processing. The Provider will apply reasonable technical and organisational safeguards and will cooperate with lawful data-subject requests and breach-response obligations to the extent applicable.

12. Confidentiality

Each party shall keep confidential non-public business, technical, financial, security, customer and commercial information received from the other party and shall use it only for the engagement. Confidential information may be disclosed to personnel, professional advisers and service providers who need to know it and are bound by confidentiality obligations, or where required by law. These obligations do not apply to information that is public without breach, already lawfully known, independently developed, or lawfully received from another source.

13. Security

• The Provider will use commercially reasonable security controls appropriate to the Services, but no internet-connected system can be guaranteed completely secure.
• The Client shall use strong passwords, MFA where available, least-privilege access and secure credential handling.
• If a security incident affects Client systems or data under the Provider's control, the Provider will reasonably cooperate with the Client's incident-response obligations and applicable law.

14. Warranties and Service Corrections

The Provider warrants that it will perform the Services with reasonable skill and care. For custom development, the Provider will, for the warranty period stated in the SOW (or 30 days if the SOW is silent), use reasonable efforts to correct reproducible defects that cause the deliverable materially not to conform to the agreed acceptance criteria. Warranty coverage does not include changes requested by the Client, third-party failures, unsupported environments, misuse, unauthorised modifications, or defects caused by Client/third-party systems.

15. Disclaimers

Except for express warranties in the applicable SOW and to the maximum extent permitted by law, the Services are provided without guarantees of uninterrupted availability, particular business results, search engine ranking, advertising performance, revenue, conversion rates, or compatibility with future third-party platforms. No disclaimer in these Terms is intended to exclude a non-excludable statutory guarantee or remedy.

16. Limitation of Liability

To the maximum extent permitted by applicable law, the Provider's aggregate contractual liability arising from a specific project shall not exceed the total fees actually paid or payable for that project during the 6 months preceding the event giving rise to the claim. Neither party shall be liable for indirect, incidental, special or consequential loss, loss of anticipated profits, or loss of business opportunity, except to the extent such exclusion is prohibited by law. Nothing in this section limits liability that cannot legally be limited, including liability arising from fraud or other non-excludable matters.

17. Indemnity

Each party shall indemnify the other for third-party claims to the extent directly arising from that party's breach of its representations concerning ownership/authorisation of materials, unlawful use of personal data, or wilful misconduct, subject to applicable law and reasonable notice and cooperation. The Provider is not responsible for claims caused by Client instructions, Client Content, or Client's unlawful use of the deliverable.

18. Suspension and Termination

• Either party may terminate for a material breach not cured within 15 days after written notice, unless a different period is required by law or is stated in the SOW.
• The Provider may suspend Services for serious security risk, unlawful instructions, or materially overdue undisputed invoices after reasonable notice.
• On termination, the Client shall pay for completed work, approved expenses, committed third-party costs and non-cancellable services incurred up to termination.
• Subject to full payment, the Provider will provide the Client with final deliverables that have been completed and are due under the SOW, in the format reasonably specified in the project.

19. Refunds and Cancellation

Refund eligibility is governed by the applicable SOW and mandatory law. Custom work already performed, non-refundable third-party charges, and work corresponding to accepted milestones are generally not refundable. Where the Client is a consumer protected by mandatory consumer law, statutory rights prevail.

20. Force Majeure

Neither party is liable for delay caused by events beyond reasonable control, including natural disasters, war, civil disturbance, governmental action, major telecommunications failures, widespread cyber incidents, epidemics, or material third-party infrastructure outages. The affected party shall notify the other party and use reasonable efforts to mitigate the impact.

21. Compliance and Prohibited Use

• The Client shall not use the Services for fraud, impersonation, malware, unlawful surveillance, infringement, unauthorised access, spam, unlawful gambling, or any activity prohibited by applicable law.
• The Client shall not instruct the Provider to process personal data beyond the lawful scope communicated to affected individuals or permitted by law.
• The Client is responsible for sector-specific compliance where its business is regulated, including financial, health, education, employment, telecom, advertising, food, legal or other regulated activities.

22. Consumer Protection

Where the Client qualifies as a consumer under applicable Indian law, nothing in these Terms is intended to waive statutory consumer rights, remedies, complaint mechanisms or jurisdictional protections. Commercial clients may be subject to the agreed commercial dispute-resolution provisions, subject to applicable law.

23. Dispute Resolution

The parties shall first attempt good-faith resolution through their authorised representatives for at least 15 days after written notice of a dispute. Subject to mandatory law and any applicable consumer jurisdiction, disputes arising from a commercial engagement shall be referred to arbitration under the Arbitration and Conciliation Act, 1996 by a sole arbitrator mutually appointed by the parties. The seat and venue shall be [DELHI, INDIA], the language shall be English, and the award shall be final and binding subject to applicable law. Courts at [DELHI, INDIA] shall have jurisdiction for interim relief and matters for which court jurisdiction cannot be excluded.

24. Governing Law

These Terms are governed by the laws of India, subject to mandatory provisions applicable to the Client or transaction.

25. Notices and Electronic Communications

Notices may be sent to the email addresses and postal addresses stated in the SOW or invoice. Routine project communications may occur through email, approved messaging platforms or project-management tools. Electronic records may be retained as evidence of instructions and approvals, subject to applicable law.

26. Assignment

Neither party may assign the agreement in a manner that materially prejudices the other party without consent, except that the Provider may assign it to a successor in connection with a merger, restructuring or transfer of substantially all relevant business assets, subject to applicable law.

27. Severability; Waiver; Entire Agreement

If a provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary and the remaining provisions remain effective. Failure to enforce a provision is not a waiver. The SOW, quotation, order form, these Terms and expressly incorporated policies constitute the agreement for the Services.

28. Amendments

We may update these website Terms prospectively by publishing a revised version with an updated effective date. Material changes to an active project contract will not retroactively alter agreed commercial terms unless the Client agrees or applicable law permits otherwise.

29. Contact and Grievance Details

30. Legal Sources and Compliance Notes

This documents was prepared with reference to primary Indian sources available as of 14 August 2026, including the Indian Contract Act, 1872; Information Technology Act, 2000; Digital Personal Data Protection Act, 2023; Digital Personal Data Protection Rules, 2025; Consumer Protection Act, 2019 and Consumer Protection (E-Commerce) Rules, 2020; Arbitration and Conciliation Act, 1996; Companies Act, 2013 where applicable; and Copyright Act, 1957. The DPDP Rules 2025 were notified on 14 November 2025 with phased commencement: Rules 1, 2 and 17–21 immediately; Rule 4 after one year; and Rules 3, 5–16, 22 and 23 after eighteen months. This means the implementation schedule must be monitored and the policy/operational controls updated before each commencement date.

This document is a legal template, not a legal opinion or guarantee of compliance. State-specific laws, sectoral regulations, tax rules, employment laws, advertising rules, payment rules, export regulations and the exact legal structure of the Provider may impose additional requirements.