SERVICE CONTRACT AGREEMENT (General)

1. DEFINITIONS

• "Services" shall mean all development, design, maintenance, and related services provided by the Company to the Client as described in the project proposal or quotation.
• "Deliverables" shall mean all files, source code, designs, or other outputs created by the Company for the Client under the Agreement.
• "Effective Date" refers to the date the Agreement is signed by both parties.

2. SCOPE OF SERVICES

• The Company shall perform the Services as outlined in the proposal or quotation agreed upon with the Client.
• Any additional work, new features, or changes in scope requested by the Client beyond the agreed scope shall be subject to a new quotation, new price terms and written approval.

3. PAYMENT TERMS

• The Client agrees to pay the Company in accordance with the milestones or payment schedule defined in the proposal.
• All payments must be made within the due dates specified.
• Delay in payment beyond fifteen (15) days may result in suspension, interest on late payment and/or termination of Services.
• All payments made to the Company are non-refundable.

4. INTELLECTUAL PROPERTY AND SOURCE CODE

• All intellectual property, source code, and other deliverable, etc., remain the sole property of the Company until:
  (a) full and final payment is received, and
  (b) the agreed free maintenance period has ended.
• After these conditions are fulfilled, the Company shall transfer ownership and hand over the source code and related deliverables to the Client.
• Requests from the Client for the partial source code during the project execution shall not be entertained.
• The Company retains the right to keep a copy of the project for internal reference and portfolio purposes.

5. MAINTENANCE AND SUPPORT

• The Company shall provide three (3) months of free maintenance from the date of project completion.
• Annual or extended maintenance services may be purchased under a separate agreement.
• The free or paid maintenance period shall be immediately terminated if:
  • The Client engages any third party to alter, update, or maintain the system; or
  • Unauthorized access to the project source code is detected.
• Maintenance includes bug fixes and minor adjustments only. New features or enhancements will be considered as update/upgrade and be billed separately.

6. CLIENT RESPONSIBILITIES

• The Client shall provide all necessary data, credentials, materials, contents, approvals and milestone payments in a timely manner.
• The Company shall not be responsible for any delay in project delivery resulting from the Client's failure to provide inputs or approvals on time.

7. CONFIDENTIALITY

• Both parties agree to maintain the confidentiality of all proprietary or sensitive information shared during the course of the project.
• The Company may showcase non-sensitive project elements (such as screenshots or links) for marketing and portfolio purposes.

8. THIRD-PARTY SERVICES

• The Company may utilize third-party APIs, plugins, hosting, or other software tools as deemed necessary.
• The Company shall not be liable for any malfunction, downtime, or discontinuation of such third-party services.

9. LIMITATION OF LIABILITY

• The Company's liability under this Agreement shall not exceed the total fees paid by the Client for the specific project.
• The Company shall not be liable for any direct, indirect, incidental, or consequential damages arising from the use or inability to use the deliverables or services.

10. TERMINATION

• Either party may terminate this Agreement upon written notice if the other party breaches any material term and fails to remedy such breach within ten (10) business days.
• In case of termination by the Client for convenience, no refund shall be provided, and all partially completed work remains the property of the Company.
• In the event of termination, the Company shall retain all rights to the deliverables and source code until full payment has been received.

11. NON-SOLICITATION

• The Client agrees not to directly or indirectly solicit or hire any employee, freelancer, or contractor of the Company during the project and for twenty four (24) months thereafter its completion.

12. GOVERNING LAW AND JURISDICTION

• This Agreement shall be governed by and construed in accordance with the laws of India.
• Any disputes arising under or related to this Agreement shall be subject to the exclusive jurisdiction of the courts located in [New Delhi, Delhi].

13. ENTIRE AGREEMENT

• This Agreement, together with any attachments or proposals, constitutes the entire understanding between the parties and supersedes any prior agreements or communications.
• No amendment to this Agreement shall be valid unless made in writing and signed by both parties.