Terms of Service

By accessing our website, requesting a quote, or engaging our services, you agree to be bound by these Terms of Service and our Privacy Policy. If you do not agree to these terms, please do not use our services.

These terms constitute a legally binding agreement between you (the "Client") and Wipzent Tech Private Limited (the "Company", "we", "us", or "our").

Wipzent Tech provides professional B2B software development services including:

• Custom web application development
• Mobile application development (iOS, Android, cross-platform)
• AI and machine learning integration
• Cloud infrastructure and DevOps solutions
• E-commerce platform development
• UI/UX design and consulting
• Technical consulting and advisory services

Specific project scope, deliverables, timelines, and pricing will be defined in individual project agreements or Statements of Work (SOW).

3.1 Scope Definition

Each project will have a clearly defined scope documented in a Statement of Work (SOW) or project proposal, including:

• Project objectives and requirements
• Deliverables and milestones
• Timeline and deadlines
• Pricing and payment terms
• Acceptance criteria

3.2 Change Requests

Changes to the agreed scope must be requested in writing and will be subject to:

• Impact assessment on timeline and budget
• Written approval from both parties
• Amended SOW or change order
• Additional fees for out-of-scope work

3.3 Client Responsibilities

Client agrees to:

• Provide timely access to necessary resources, data, and personnel
• Respond to requests for information within agreed timeframes
• Provide timely feedback and approvals
• Ensure availability of decision-makers for key milestones

Delays caused by Client non-compliance may result in timeline extensions and additional fees.

4.1 Client-Owned IP

Upon full payment, Client owns all custom code, designs, and deliverables specifically created for the project, subject to the exceptions below.

4.2 Company-Retained IP

The Company retains ownership of:

• Pre-existing IP: Code, frameworks, libraries, and tools developed before or independently of the project
• Reusable Components: Generic modules, utilities, and patterns that can be used across multiple projects
• Development Tools: Internal tools, scripts, and methodologies
• Know-how: Technical expertise, processes, and methodologies

Client receives a perpetual, non-exclusive license to use Company-retained IP as integrated into the deliverables.

4.3 Third-Party Components

Projects may include third-party open-source libraries and components. Client must comply with applicable open-source licenses (MIT, Apache, GPL, etc.). We will disclose all third-party components and their licenses.

4.4 Portfolio Rights

Unless otherwise agreed in writing, we reserve the right to:

• Display the project in our portfolio
• Use non-confidential aspects as case studies
• Reference the Client as a customer (with prior approval)

4.5 IP Indemnification

We warrant that deliverables will not infringe third-party IP rights. We will defend and indemnify Client against IP infringement claims arising from our work, provided Client notifies us promptly and cooperates in defense.

5.1 Pricing

Project pricing will be specified in the SOW and may be structured as:

• Fixed Price: Total project cost agreed upfront
• Time & Materials: Hourly/daily rates × actual time spent
• Milestone-Based: Payments tied to project milestones
• Retainer: Monthly fee for ongoing services

5.2 Payment Schedule

Unless otherwise specified, payments follow this schedule:

• Deposit: 30-50% upfront before work begins
• Milestones: Payments at agreed project milestones
• Final Payment: Balance due upon project completion

5.3 Payment Methods

We accept:

• Bank transfer (NEFT/RTGS/IMPS)
• Online payment (Razorpay, Stripe)
• International wire transfer

5.4 Late Payments

Invoices are due within 15 days of issuance. Late payments will incur:

• Interest at 2% per month on overdue amounts
• Suspension of work until payment is received
• Withholding of deliverables and source code

5.5 Taxes

All fees are exclusive of applicable taxes (GST, service tax, etc.). Client is responsible for all taxes unless otherwise agreed.

5.6 Refund Policy

Deposits and milestone payments are non-refundable once work has commenced. Refunds for incomplete work will be calculated on a pro-rata basis for work not yet performed.

6.1 Confidential Information

Both parties agree to keep confidential all non-public information disclosed during the engagement, including:

• Business strategies and plans
• Technical specifications and source code
• User data and analytics
• Pricing and financial information
• Trade secrets and proprietary information

6.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is publicly available or becomes public through no fault of the receiving party
• Was known prior to disclosure
• Is independently developed without use of confidential information
• Is required to be disclosed by law or court order

6.3 Duration

Confidentiality obligations survive for 5 years after project completion or termination of services.

7.1 Service Warranties

We warrant that:

• Services will be performed in a professional and workmanlike manner
• Deliverables will substantially conform to agreed specifications
• We have the right to provide the services and grant the licenses described

7.2 Bug Fixes and Support

We provide a 90-day warranty period after project delivery for:

• Fixing bugs and defects in delivered code
• Ensuring deliverables meet acceptance criteria

Warranty does not cover issues caused by Client modifications, third-party integrations, or hosting environment changes.

7.3 Disclaimer of Warranties

Except as expressly stated, services are provided "as is" without warranties of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.

8.1 Liability Cap

Our total liability for any claims arising from or related to services shall not exceed the total fees paid by client for the specific project in the 12 months preceding the claim.

8.2 Excluded Damages

In no event shall we be liable for indirect, incidental, special, consequential, or punitive damages, including but not limited to:

• Loss of profits or revenue
• Loss of data or business interruption
• Cost of substitute services
• Loss of business opportunities

8.3 Exceptions

Liability limitations do not apply to:

• Gross negligence or willful misconduct
• IP indemnification obligations
• Breach of confidentiality
• Death or personal injury

9.1 Client Indemnification

Client agrees to indemnify and hold us harmless from claims arising from:

• Client's content, data, or materials provided to us
• Client's use of deliverables in violation of law or third-party rights
• Client's breach of these terms

9.2 Company Indemnification

We agree to indemnify Client from claims that our deliverables infringe third-party intellectual property rights, subject to Client providing prompt notice and cooperation.

10.1 Termination for Convenience

Either party may terminate the engagement with 30 days written notice. Client will pay for all work completed up to termination date.

10.2 Termination for Cause

Either party may terminate immediately if the other party:

• Materially breaches these terms and fails to cure within 15 days
• Becomes insolvent or files for bankruptcy
• Ceases business operations

10.3 Effect of Termination

Upon termination:

• Client pays for all work completed and expenses incurred
• We deliver all completed work upon receipt of final payment
• Both parties return or destroy confidential information
• Confidentiality, IP, and indemnification provisions survive

11.1 Negotiation

Parties agree to first attempt to resolve disputes through good-faith negotiation.

11.2 Mediation

If negotiation fails, parties will attempt mediation before pursuing legal action.

11.3 Arbitration

Disputes not resolved through mediation shall be settled by binding arbitration under the Arbitration and Conciliation Act, 1996, in Bangalore, Karnataka, India.

11.4 Governing Law

These terms are governed by the laws of India. Exclusive jurisdiction lies with courts in Bangalore, Karnataka.

Neither party shall be liable for delays or failures in performance due to events beyond reasonable control, including:

• Natural disasters, pandemics, epidemics
• War, terrorism, civil unrest
• Government actions or regulations
• Internet or telecommunications failures
• Third-party service provider outages

Affected party must notify the other promptly and make reasonable efforts to mitigate impact.

13.1 Entire Agreement

These terms, together with any SOW or project agreement, constitute the entire agreement between parties.

13.2 Amendments

We may update these terms from time to time. Material changes will be notified via email or website notice.

13.3 Assignment

Client may not assign rights or obligations without our written consent. We may assign to affiliates or in connection with a merger or acquisition.

13.4 Severability

If any provision is found invalid, the remaining provisions remain in full force.

13.5 Waiver

Failure to enforce any provision does not constitute a waiver of that provision.

13.6 Independent Contractors

Parties are independent contractors. Nothing creates a partnership, joint venture, or employment relationship.