Terms & Conditions

1.Definitions

• Company: Brubyte Technologies Private Limited, registered in India under the Companies Act, 2013 (CIN to be provided upon request).
• Client: the person, business, or legal entity engaging the Company for Services, including its employees, agents, and representatives.
• Services: software development, consulting, UI/UX design, cloud deployment, integration, maintenance, and any related IT services as described in the applicable Statement of Work.
• Deliverables: software, source code, documentation, assets, designs, APIs, databases, or any other agreed project output.
• Agreement: this Terms & Conditions document together with any signed proposal, Statement of Work (SoW), or purchase order. In case of conflict, the SoW shall prevail over this document.
• Confidential Information: all proprietary, business, technical, or financial information disclosed by either party, whether in writing, orally, or electronically, that is marked confidential or would reasonably be understood to be confidential.

2.Scope of Work

Work shall be based on the mutually agreed project scope, proposal, or Statement of Work (SoW). Only requirements documented in writing and acknowledged by the Company shall form part of the scope.

• Additions, modifications, or verbal requests beyond the agreed scope constitute a separate engagement and will be charged accordingly.
• Scope changes may impact previously agreed timelines and milestones at the Company's reasonable discretion.
• The Company reserves the right to choose the technologies, frameworks, architecture patterns, and development methodologies it considers most appropriate for delivery.

3.Project Timelines

• Tentative delivery timelines will be provided after project kick-off. These are estimates, not guarantees, and are contingent on timely Client cooperation.
• Delays caused by Client unresponsiveness, delayed feedback (beyond 5 business days), missing assets, or third-party dependencies shall not be counted against the Company and may extend timelines proportionally.
• The Company may re-prioritise or reassign resources if a project is stalled for more than 15 consecutive days due to Client inaction, without penalty.
• Rush delivery requests may incur additional charges of up to 30% above standard rates.

4.Payments & Invoicing

• Payment terms: as agreed in the proposal. A non-refundable advance is required before commencement of work unless otherwise specified.
• Invoices must be paid within 15 days of issue. Access to staging environments, source code repositories, and Deliverables may be withheld until outstanding invoices are cleared.
• Late payments attract interest at 2% per month (compounded monthly). The Company reserves the right to suspend all work after 30 days of non-payment without liability.
• GST and other applicable taxes shall be added as per Indian law. International Clients are responsible for any withholding taxes, bank charges, or currency conversion fees in their jurisdiction.
• All payments are non-refundable once the corresponding milestone or sprint has been accepted or deemed accepted (see Section 9).

5.Intellectual Property Rights (IPR)

• Upon full and final payment, the Client receives exclusive ownership of the custom Deliverables created specifically for the project. No IP rights transfer until all payments are settled.
• The Company retains perpetual, royalty-free rights to all internal libraries, reusable modules, frameworks, boilerplates, tooling, and general-purpose code components not built exclusively for the Client ("Company IP"). The Client receives a non-exclusive license to use Company IP within the delivered project only.
• Pre-existing IP brought by either party remains the property of that party.
• The Company may display non-confidential work in its portfolio and marketing materials unless explicitly restricted in writing within the SoW.
• The Client warrants that all materials, content, data, and instructions provided to the Company do not infringe any third-party IP. The Client shall indemnify the Company against any claims arising from such materials.

6.Client Responsibilities

• Provide timely content, access credentials, branding material, and actionable feedback within 5 business days of each request, unless a different window is agreed in the SoW.
• Assign a single authorised point of contact with decision-making authority. Conflicting instructions from multiple stakeholders may delay the project and the Company shall not be held liable for such delays.
• Ensure all provided materials (logos, copy, images, data) are legally cleared and do not infringe any third-party rights.
• Maintain adequate backups of Client-owned environments, databases, and content. The Company is not liable for data loss in Client-controlled systems.
• Obtain all necessary licences, permissions, and regulatory approvals required for the project (e.g., app store accounts, domain registrations, SSL certificates, payment gateway agreements).

7.Change Requests

• All change requests must be submitted in writing (email or project management tool). Verbal requests are not binding.
• Minor cosmetic changes (colour, text, spacing) within the current sprint may be accommodated without charge at the Company's sole discretion.
• Functional changes, feature additions, or architectural modifications require a formal change order with revised timelines and fees. Work on such changes begins only after Client approval of the change order.
• The Company reserves the right to decline change requests that compromise code quality, security, or architectural integrity.

8.Confidentiality

• Both parties agree to maintain strict confidentiality regarding all Confidential Information for a period of 3 years from the date of disclosure.
• Confidential Information shall not be disclosed to any third party without prior written consent, except to employees or contractors who need access and are bound by equivalent confidentiality obligations.
• Obligations do not apply to information that is publicly available, independently developed, or required to be disclosed by law or court order.
• Separate Non-Disclosure Agreements (NDAs) may be executed upon request and shall supplement (not replace) these provisions.

9.Acceptance, Warranties & Post-Delivery Support

• Acceptance: The Client has 7 business days after each milestone delivery to review and report defects. If no written objection is raised within this period, the milestone is deemed accepted.
• The Company provides a 30-day bug-fix warranty post final handover, covering only defects in functionality that was agreed in the SoW and present at the time of delivery.
• The warranty expressly excludes: new features, enhancements, UI redesigns, changes caused by third-party API updates, Client-side infrastructure changes, or issues arising from unauthorised modifications to the delivered code.
• All software is provided "AS IS" after the warranty period. The Company makes no warranties — express or implied — regarding merchantability, fitness for a particular purpose, or uninterrupted operation.
• Extended support and maintenance are available under a separate paid agreement.

10.Limitation of Liability

• Cap: The Company's total aggregate liability under this Agreement shall not exceed the total fees actually paid by the Client to the Company for the specific project giving rise to the claim.
• Exclusions: Under no circumstances shall the Company be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to loss of profits, revenue, data, business opportunities, goodwill, or anticipated savings — even if advised of the possibility of such damages.
• The Company shall not be liable for damages arising from: (a) Client's misuse or unauthorised modification of Deliverables; (b) failure of third-party services, APIs, hosting providers, or payment gateways; (c) regulatory or compliance actions taken against the Client; (d) Client's failure to maintain backups.
• The Client shall indemnify, defend, and hold harmless the Company and its directors, employees, and contractors from any third-party claims, losses, or expenses (including legal fees) arising from the Client's use of the Deliverables or breach of this Agreement.

11.Termination

• Either party may terminate this Agreement with 15 days' written notice.
• The Company may terminate immediately without notice if: (a) Client fails to pay any invoice within 30 days; (b) Client is in material breach and fails to cure within 10 days of written notice; (c) Client becomes insolvent or enters bankruptcy proceedings.
• Upon termination, the Client shall pay for all work completed up to the date of termination, including any work-in-progress at pro-rata rates.
• No refund shall be issued for milestones already delivered, accepted, or deemed accepted. Advance payments for unstarted work may be refunded at the Company's discretion minus a 15% administration fee.
• Upon termination, each party shall return or destroy the other party's Confidential Information. The Company may retain archival copies as required by law or internal compliance policies.
• IP rights to Deliverables transfer only to the extent paid for at the time of termination. Unpaid Deliverables remain Company property.

12.Non-Solicitation

During the term of any engagement and for 12 months thereafter, neither party shall directly or indirectly solicit, recruit, or hire any employee or contractor of the other party who was involved in the project, without prior written consent. Breach of this clause shall attract a penalty equal to 6 months' gross compensation of the solicited individual.

13.Dispute Resolution & Jurisdiction

• Disputes shall first be escalated to senior management of both parties for amicable resolution within 30 days.
• If unresolved, disputes shall be referred to binding arbitration under the Arbitration and Conciliation Act, 1996 (as amended). The arbitration shall be conducted by a sole arbitrator mutually appointed, in the English language, with the seat of arbitration in Jaipur, Rajasthan, India.
• The courts of Jaipur, Rajasthan, India shall have exclusive jurisdiction over any matter arising from or connected with this Agreement.
• This Agreement shall be governed by and construed in accordance with the laws of the Republic of India.

14.Force Majeure

Neither party shall be liable for delays or failure to perform due to events beyond reasonable control, including but not limited to natural disasters, pandemics, government restrictions, internet outages, cyberattacks, wars, sanctions, power failures, and labour disputes. Affected timelines shall be extended by the duration of the force majeure event. If the event continues for more than 60 days, either party may terminate the Agreement without penalty, subject to payment for work already completed.

15.Third-Party Licenses, APIs & Infrastructure

• Where third-party components, APIs, or libraries are used (paid or open-source), their respective licences govern usage terms. The Company shall make reasonable efforts to disclose major third-party dependencies.
• All licence fees, subscription costs, hosting charges, and domain costs for third-party tools and infrastructure shall be borne by the Client unless explicitly included in the Company's quotation.
• The Company is not liable for changes, deprecation, pricing changes, outages, or discontinuation of third-party services — including but not limited to cloud providers, payment gateways, mapping services, and AI/ML APIs.
• The Client is solely responsible for renewing and maintaining third-party subscriptions post-handover. The Company bears no liability for service disruptions caused by expired licences or lapsed subscriptions.

16.Data Protection & Privacy (GDPR / DPDP Compliance)

• The Company shall handle Client data with reasonable security measures appropriate to the nature of the data.
• The Client is the data controller and is solely responsible for ensuring that all data collection, processing, and storage within the Deliverables complies with applicable privacy laws (including GDPR, India's DPDP Act, CCPA, and any other relevant legislation).
• The Company acts as a data processor only when explicitly handling personal data on the Client's behalf. A separate Data Processing Agreement (DPA) may be executed upon request.
• The Company will not use, resell, or disclose Client data without permission unless required by law, regulation, or court order.
• The Client shall indemnify the Company against any fines, penalties, or claims arising from the Client's non-compliance with data protection obligations.

17.Representations & Indemnification

• The Client represents and warrants that: (a) it has full authority to enter into this Agreement; (b) the engagement does not violate any other agreement to which it is a party; (c) all materials provided are legally owned or licensed.
• The Client shall indemnify and hold harmless the Company against all claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from: (a) breach of the Client's representations; (b) infringement claims related to Client-provided materials; (c) the Client's end-users' use of the Deliverables; (d) regulatory non-compliance by the Client.
• The Company's obligation to indemnify is limited to proven cases of wilful misconduct or gross negligence, capped at the fees received for the applicable project.

18.Portfolio & Marketing Rights

Unless explicitly restricted in writing within the SoW, the Company reserves the right to: (a) display non-confidential aspects of the completed project in its public portfolio, website, and marketing materials; (b) reference the Client's name and logo as a client of the Company; (c) describe the general nature of the work performed (without disclosing Confidential Information) in case studies, presentations, and proposals to prospective clients.

19.Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.

20.Waiver

The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision. Any waiver must be in writing and signed by the waiving party to be effective. A waiver on one occasion does not constitute a waiver on any subsequent occasion.

21.Amendments

The Company reserves the right to update or modify these Terms & Conditions at any time. Changes will be posted on this page with an updated effective date. Continued engagement after the effective date constitutes acceptance of the revised terms. For active projects, material changes will be communicated to the Client in writing 15 days in advance.

22.Entire Agreement

This Agreement, together with any signed SoW, proposal, NDA, or DPA, constitutes the entire understanding between both parties and supersedes all prior discussions, emails, verbal commitments, or representations. No amendment or modification is binding unless in writing and signed by authorised representatives of both parties.