1. General Terms of Service

Scope of Services – The Company provides software development, subscription-based software services, and cloud resource provisioning.

Eligibility – Clients must be legally capable of entering into binding contracts.

Payment – Fees are due as agreed in the Order Form or Statement of Work (SOW). Late payments may incur interest at 1.5% per month.

Confidentiality – Both parties agree to protect confidential information and not disclose it without consent.

Intellectual Property (IP) – Unless otherwise agreed, IP created by the Company during custom projects belongs to the Client once full payment is made.

Data Protection – The Company complies with applicable data protection laws (e.g., GDPR, PDPA).

Limitation of Liability – Liability is capped at the total fees paid under the contract in the last 12 months.

Termination – Either party may terminate with 30 days’ notice for convenience, or immediately for breach.

2. Warranty Terms

Warranty Period – Deliverables are warranted for 90 days from delivery against material defects.

Exclusions – Warranty does not cover issues caused by misuse, modifications, or third-party systems.

Remedies – The Company will, at its discretion, repair, replace, or re-perform services.

Disclaimer – Except as expressly stated, all services are provided “as is” without additional warranties.

3. Software Development Contract

Project Scope – Defined in a Statement of Work (SOW) including milestones, deliverables, and acceptance criteria.

Fees & Expenses – Time & materials or fixed-price basis as per SOW.

Client Responsibilities – Provide access to information, systems, and personnel as needed.

Change Management – Any changes to scope require written approval and may impact cost/timeline.

Ownership of Deliverables – IP transfers to Client upon final payment, except pre-existing tools or frameworks retained by the Company.

Non-Solicitation – Client shall not solicit Company’s employees for 12 months after project completion.

4. Software Subscription Agreement

License Grant – Company grants Client a non-exclusive, non-transferable right to use the software.

Restrictions – No reverse-engineering, sublicensing, or unauthorized distribution.

Subscription Term – Monthly or annual; auto-renewal unless terminated with 30 days’ notice.

Service Levels – The Company shall use commercially reasonable efforts to maintain uptime of 90%, allowing for approximately 36.5 days of downtime in a year. The Service Level may be adjusted per product and will be based on a separate agreement with each Client.

Support – Email and ticket-based support available during business hours.

Termination – Immediate termination for non-payment, breach, or misuse.

5. Cloud Resource Subscription and Purchase Agreement

Provisioning – The Company provides compute, storage, and network resources as described in the Order Form.

Usage-Based Billing – Fees based on usage metrics (CPU, RAM, storage, bandwidth) or fixed capacity.

Service Levels – Uptime commitment of 99%, with credits applied for downtime. Allows for approximately 3.65 days of downtime per year.

Data Security – The Company shall implement industry-standard security and backup measures.

Client Responsibilities – Client is responsible for securing access credentials and ensuring lawful use.

Termination & Data Retention – Data retained for 30 days after termination, after which it will be deleted.

6. Hardware and Tangible Product Purchases

Procurement & Pricing – The Company may procure hardware or tangible products on behalf of the Client. The Company shall add a markup not exceeding fifteen percent (15%) of the actual procurement cost.

Taxes & Duties – The Company will handle the payment of applicable import duties, value-added tax (VAT), and other government levies at the time of procurement. These amounts, together with the procurement cost and markup, shall be charged to the Client.

Title & Risk of Loss – Title to hardware and tangible products shall transfer to the Client upon full payment. Risk of loss transfers upon delivery to the Client’s designated location.

Warranty – Hardware products are warranted for twelve (12) months against defects in materials and workmanship, subject to manufacturer warranty terms. The Company will facilitate warranty claims with the manufacturer where applicable.

Returns – Non-defective hardware may be returned only with the Company’s prior written consent and may be subject to a restocking fee.