Terms & Conditions

2.1 All projects are governed by an SOW which references this Agreement and sets out: scope, deliverables, milestones, fees, acceptance criteria, and schedule.

2.2 When there is any ambiguity between this Agreement and an SOW, the SOW controls for that specific project.

3.1 Provider will present one or more UI/demo options for Client review as a pre-development milestone.

3.2 Client must select and sign-off a single UI/demo option in writing (email, ticket, or signature) within the timeframe specified in the SOW. The sign-off is a binding instruction and a milestone.

3.3 No development work will start prior to receipt of the required milestone payment described in Section 5. Client's approval of a demo/UI constitutes acceptance of the chosen design baseline for the project.

4.1 Permitted Revisions: The Client's SOW includes up to two (2) minor changes total, across the lifecycle of the project, to the selected UI/design or scope, at no extra charge. Minor changes are defined in Section 1.

4.2 Timing & Use: Minor changes may be requested during design or development but must be requested in writing and within the timelines specified in the SOW. Minor changes cannot be accumulated to cover a major redesign.

4.3 Major Changes & Additional Work: Any change that Provider reasonably classifies as a major change or any changes beyond the two permitted minor changes will be treated as additional work. Provider will provide a written change order outlining cost and schedule impact; Provider will not implement major changes until Client signs the change order and agrees to associated fees.

4.4 No Further Changes After Final Acceptance: Once Client provides final acceptance of the completed deliverables under the SOW and clears all required payments, no further edits, changes, or additions will be included under that SOW. Any further work will require a new SOW or change order.

5.1 Standard Payment Schedule (unless otherwise agreed in the SOW):

• 30% — Initial deposit upon contract signing (or as agreed).
• 50% — Payment due after UI/demo selection and acceptance, and before Provider commences full development work (pre-development milestone).
• 20% — Final payment due upon Client acceptance of final deliverables and prior to transfer of final source code and deliverables.

5.2 Invoices & Payment Due Date: All invoices are payable within the timeframe specified on the invoice (usual default: 7–15 days) and in the method specified (bank transfer, UPI, payment gateway, etc.).

5.3 Suspension for Non-payment: Provider may suspend work, hosting, or access to systems if Client fails to pay any undisputed invoice by its due date until payment is made.

5.4 Late Fees: Overdue invoices may incur interest at 1.5% per month or the maximum permitted by law, whichever is lower, plus collection costs.

6.1 Delivery & Acceptance Testing: Provider will deliver work per the SOW and provide Client with access to review (staging). Client will have a specified acceptance period (e.g., 7–14 days) to test and either accept or provide a written list of defects.

6.2 Rectification: Provider will correct defects reasonably described in the acceptance period per the warranty provisions.

6.3 Final Acceptance: If Client does not provide a written rejection within the acceptance period, deliverables are deemed accepted.

6.4 Code Handover: Provider will hand over the final source code, design files, and other assets to Client only after final payment and all outstanding invoices are settled. Provider may provide temporary staging credentials or limited access prior to final payment at its discretion.

6.5 Escrow / Third-Party Hosting: If requested by Client, Provider may arrange source-code escrow for an additional fee; escrow terms to be agreed separately.

7.1 Domain Costs: Domain registration and renewals are not included in the SOW unless explicitly stated. If Provider purchases a domain on Client's behalf, the cost is invoiced to Client at cost. Provider will advise on recommended registrars and domain name availability.

7.2 Hosting: Provider will provide basic hosting for one (1) year only where explicitly included in the SOW. Basic hosting includes limited storage and bandwidth defined in the SOW. Premium hosting, higher resource plans, managed databases, or additional services are charged separately.

7.3 Hosting Credentials & Administration: Provider will supply credentials and perform initial hosting setup when included. Client is responsible for ongoing hosting renewals and fees after the included period unless a maintenance or hosting plan is in place.

7.4 Hosting Limits & Overages: Any usage exceeding plan limits (storage, bandwidth, DB size) may incur additional charges.

8.1 Client-provided DB: If Client provides an existing database server, Client must provide valid credentials and necessary network access for Provider to connect. Provider is not responsible for Client-owned database configuration issues beyond integration work explicitly agreed in the SOW.

8.2 Provider-hosted DB: If Provider hosts the database and the data size or performance needs exceed the baseline plan, additional database hosting charges will apply and be quoted before implementation.

8.3 Data Migrations & ETL: Large data migrations, ETL, or analytics warehouse work will be scoped and quoted separately.

9.1 Maintenance Plans: Provider offers Basic/Standard/Premium maintenance plans as set out in the SOW or proposal. Maintenance covers bug fixes, security patches, backups, and minor content changes per plan allowances.

9.2 SLA Response Times: Standard response time is 48 hours for non-retainer clients. Priority response (e.g., 24 hours or better) is available under retainer or premium plans. Actual SLAs are defined in the maintenance plan and SOW.

9.3 Emergency Support: Emergency or on-call support is available for Premium plan clients or by separate agreement and billed at higher rates if requested ad hoc.

10.1 Taxes: Fees are exclusive of GST and other taxes, which will be added to invoices where applicable and paid by Client. Client is responsible for applicable local taxes unless otherwise agreed.

10.2 Third-Party Expenses: Costs payable to third parties (domain registration, premium hosting, APIs, stock assets) are invoiced to Client either as pass-throughs or as aggregated charges as set out in the SOW.

11.1 Assignment of Deliverables: Upon full and final payment of the fees due under the SOW, Provider assigns to Client all right, title, and interest in the Deliverables created specifically for Client, subject to any third-party licenses.

11.2 Provider Tools & Reusable Components: Provider retains ownership of pre-existing materials, generic tools, libraries, frameworks, and reusable components (collectively "Provider IP"). Provider grants Client a perpetual, non-exclusive, non-transferable license to use Provider IP that is included in the Deliverables.

11.3 Third-Party Software: Any third-party software, plugins or libraries included in Deliverables are subject to their respective licenses. Client shall comply with such license terms. Provider will inform Client of any license costs prior to purchase.

12.1 Confidential Information: Each party will keep confidential the other party's proprietary or confidential information and will not disclose it except as necessary to perform obligations or as required by law.

12.2 Data Protection: Provider processes personal data only pursuant to the SOW and the Privacy Policy. Provider implements reasonable technical and organizational measures to protect personal data. Client agrees to comply with applicable data protection laws and to obtain consents where necessary.

12.3 Privacy Policy: Provider's data handling practices are described in the Privacy Policy, available on Provider's website, which is incorporated by reference.

13.1 Provider Warranty: Provider warrants that Deliverables will materially conform to the SOW for 30 days from acceptance. Provider will, at its expense, correct any defects reported during the warranty period that are within the scope of the SOW.

13.2 No Other Warranties: Except as expressly provided, Provider disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, or non-infringement.

13.3 Client Responsibilities: Client must provide accurate and complete information, timely approvals, and required access. Delays caused by Client may extend the schedule and may incur additional fees.

14.1 Liability Cap: Provider's aggregate liability under or in connection with this Agreement will not exceed the total fees actually paid by the Client for the specific SOW giving rise to the claim.

14.2 Exclusion of Consequential Damages: In no event will Provider be liable for indirect, incidental, consequential, special, or punitive damages even if advised of the possibility of such damages.

14.3 Indemnity: Client will indemnify and hold Provider harmless from claims arising out of Client's breach of the Agreement, Client content, or Client's misuse of the Deliverables.

15.1 Cancellation by Client: Client may cancel prior to development commencement. Provider will refund amounts paid less non-recoverable costs and time spent.

15.2 Termination for Cause: Either party may terminate for material breach if the other party fails to cure the breach within 14 days of written notice. Termination does not affect accrued rights or obligations.

15.3 Effects of Termination: On termination, Client pays Provider for work performed to date plus third-party non-recoverable fees. Provider will, upon receipt of outstanding fees, provide any completed deliverables and a reasonable export of work-in-progress in the format available.

17.1 Governing Law: This Agreement is governed by the laws of India. The parties agree that the courts of Kolkata, West Bengal shall have exclusive jurisdiction unless otherwise specified in the SOW.

17.2 Dispute Resolution: Parties will first seek resolution by negotiation. If unresolved within 30 days, disputes will be referred to mediation/arbitration in Kolkata under Indian Arbitration and Conciliation Act. Judgment on the award may be entered in any court of competent jurisdiction.

18.1 Assignment: Client may not assign this Agreement without Provider's prior written consent. Provider may assign or subcontract in whole or part to qualified subcontractors, provided Provider remains responsible for subcontracted work.

18.2 Subcontractors: Provider may use third-party subcontractors and will require them to comply with confidentiality and security standards.

20.1 Amendments: Any amendment must be in writing and signed by authorised representatives of both parties.

20.2 Entire Agreement: This Agreement and the SOW(s) supersede all prior agreements.

20.3 Severability: If any provision is invalid, the remainder remains in force.

21.1 Relationship of Parties: Parties are independent contractors; no employment, partnership, or joint venture is created.

21.2 Publicity: Provider may list Client as a client or use Client project(s) in Provider's portfolio unless Client requests in writing to opt out prior to publication.

21.3 Support & Maintenance: Ongoing maintenance is available under separate maintenance plan; fees and SLAs are set forth in the SOW or maintenance agreement.

Use this sample as a form template for change requests. Each change request must be in writing and include:

• Requestor name
• Date
• Description of change
• Expected impact
• Estimated hours or quote
• Client approval signature