Terms & Conditions

1. Definitions

• Agreement: Refers to this Terms and Conditions document including any SOWs, annexures, amendments, and change requests incorporated by reference.
• Services: Means the Softwares development, Softwares consulting, product design, UI/UX, testing, DevOps, maintenance, system integration, cloud implementation, and other professional IT services provided by Krivishkar Softwares.
• Deliverables: Are the tangible or intangible outcomes of the Services provided, including but not limited to Softwares code, source files, technical documentation, wireframes, data models, diagrams, and system design documents.
• Client Materials: Means all data, documents, content, and other intellectual property provided by the Client for the purpose of receiving Services.
• Confidential Information: Refers to any information, in any form, disclosed by one party to the other that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
• Statement of Work (SOW): Is a detailed agreement signed by both parties that defines the scope, deliverables, timelines, commercial terms, and other specifics of a project.

2. Scope of Engagement

• Krivishkar Softwares shall provide the Services to the Client as described in one or more SOWs or Project Contracts.
• Any additions, modifications, or deletions to the Services or Deliverables must be documented via a formal Change Request (CR) and approved in writing by both parties.
• The Client shall provide timely access to information, personnel, and systems required for Krivishkar Softwares to fulfill its obligations.
• Both parties agree to designate single points of contact for communication and escalation to ensure smooth project execution.

3. Fees, Invoicing, and Payment

• Fees for the Services will be specified in the SOW or other mutually agreed documents. This may be based on fixed cost, time & material (T&M), or retainer models.
• Invoices shall be raised according to the agreed milestones, phases, or billing cycles (monthly/bi-weekly) as defined in the SOW.
• Payment shall be due within [15/30] calendar days of the invoice date. Delays beyond this period will incur an interest of [1.5% per month] or the maximum permissible under law.
• Taxes, if applicable, shall be paid by the Client in addition to the service fees.
• In the event of non-payment, Krivishkar Softwares reserves the right to suspend Services and withhold Deliverables until dues are cleared.

4. Confidentiality and Non-Disclosure

• Each party agrees to keep Confidential Information strictly confidential and shall not disclose it to any third party without the prior written consent of the disclosing party.
• The receiving party shall use the same degree of care to protect the Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.
• Confidentiality obligations shall not apply to information that:
  • Is or becomes publicly available through no fault of the receiving party;
  • Was known to the receiving party prior to disclosure;
  • Is disclosed with prior written consent;
  • Is independently developed without reference to the Confidential Information.
• Obligations of confidentiality shall survive for five (5) years from the date of termination of this Agreement.

5. Intellectual Property Rights

• Client Ownership: All Client Materials remain the sole property of the Client.
• Assignment of Work: Upon full and final payment, Krivishkar Softwares agrees to transfer ownership of custom Deliverables developed under the SOW to the Client, excluding pre-existing IP.
• Pre-existing Materials: Krivishkar Softwares retains all rights to its own tools, templates, components, libraries, methodologies, and know-how developed prior to or independently of the project.
• Third-party Components: Deliverables may incorporate third-party Softwares or open-source tools under respective licenses. The Client shall comply with such licensing terms.
• Usage Restrictions: The Client shall not replicate, resell, reverse-engineer, or sublicense the Deliverables without explicit written authorization.

6. Representations and Warranties

Krivishkar Softwares represents that:

• The Services will be performed by qualified professionals with reasonable skill, care, and diligence;
• The Deliverables will conform to the mutually agreed specifications stated in the applicable SOW.

Except for the above, Krivishkar Softwares makes no other warranties and expressly disclaims all implied warranties, including but not limited to merchantability, fitness for a particular purpose, or non-infringement.

7. Limitation of Liability

• In no event shall either party be liable for indirect, incidental, punitive, special, or consequential damages, including but not limited to loss of revenue, profits, or business opportunity.
• Krivishkar Softwares's total liability under this Agreement shall not exceed the total fees actually paid by the Client in the six (6) months preceding the date of claim.
• This limitation shall not apply to liability arising from gross negligence, willful misconduct, or breach of confidentiality.

8. Term and Termination

• This Agreement shall be effective as of the Effective Date and shall remain in force until terminated.
• Either party may terminate this Agreement or an individual SOW by providing thirty (30) days’ written notice.
• Krivishkar Softwares may terminate the Agreement immediately in the event of:
  • Client insolvency or bankruptcy;
  • Material breach by the Client that remains uncured after 15 days of written notice;
  • Repeated delays or non-cooperation that hinder project progress.
• Upon termination:
  • The Client shall pay for all Services rendered and Deliverables completed up to the date of termination;
  • Both parties shall return or destroy all Confidential Information and materials.

9. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, civil unrest, government action, labor strikes, pandemics, or internet outages. The affected party shall notify the other party promptly and resume performance as soon as practicable.

10. Data Privacy and Security

• Krivishkar Softwares shall implement appropriate administrative, physical, and technical safeguards to protect Client data.
• Krivishkar Softwares will not access, use, or disclose Client data except as required to perform its obligations or as required by law.
• If applicable, a separate Data Processing Agreement (DPA) shall be executed to define roles, responsibilities, and data transfer mechanisms.
• The Client shall ensure that it has the right to provide any personal or proprietary data required for the Services.

11. Dispute Resolution and Governing Law

• Both parties shall attempt to resolve disputes amicably through negotiation.
• If resolution is not achieved within 30 days, disputes shall be settled by binding arbitration under the rules of Indian Council of Arbitration (ICA) in Pune India.
• This Agreement shall be governed by and interpreted in accordance with the laws of India, without regard to conflict of law principles.
• Any court proceedings, if necessary, shall be subject to the exclusive jurisdiction of the courts located in Pune.

12. Miscellaneous

• Assignment: Neither party may assign its rights or obligations without the prior written consent of the other party, except in the event of merger, acquisition, or corporate restructuring.
• Entire Agreement: This Agreement, including any SOWs or annexures, constitutes the entire understanding between the parties and supersedes all prior communications.
• Severability: If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.
• Amendments: No change or modification shall be valid unless made in writing and signed by both parties.
• No Waiver: Failure to enforce any right or provision shall not constitute a waiver of future enforcement of that or any other right or provision.