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                         Terms and Conditions

                         Terms and Conditions

1. Parties and Scope

Agreement between: ANDRUTANIX Technovate OPC Private Limited (“ANDRUTANIX”, “we”, “us”, or “our”) and the client who accepts these Terms (“Client”, “you”, or “your”). Scope: These Terms govern the provision of digital marketing, website design, development, hosting, maintenance, SEO, social media management, analytics, CRM integrations, and related services (collectively, “Services”) by ANDRUTANIX to the Client.

2. Services, Deliverables, Timelines

Service Description: Services and deliverables, timelines, milestones, and acceptance criteria will be set out in a separate proposal, statement of work (SOW), or order form which together with these Terms form the Agreement. Changes: Any change in scope requested by the Client must be submitted in writing. Material changes may require a revised SOW, additional fees, and adjusted timelines. Client Responsibilities: Client must provide timely access to materials, content, credentials, approvals, feedback, and any third‑party licenses required for project completion. Delays caused by the Client may affect delivery dates and incur additional charges. Acceptance: Deliverables are subject to Client review within the acceptance period specified in the SOW; failure to notify defects within that period will constitute acceptance.

3. Fees, Quotes, and Payment

Fees: Fees, payment schedules, and milestones are specified in the SOW or invoice. All fees are quoted in the agreed currency and exclude applicable taxes unless stated otherwise. Invoicing and Payment Terms: Unless otherwise stated, invoices are payable within 15 days of issue. Late payments incur interest at the lesser of 1.5% per month or the maximum permitted by law and may suspend Services. Expenses: Client will reimburse reasonable third‑party expenses (e.g., paid ads, premium plugins, stock assets) if pre‑approved. Refunds: Non‑refundable fees (e.g., work already performed, licensing costs) will be identified in the SOW. Refunds, if any, are at ANDRUTANIX’s discretion and governed by the SOW.

4. Intellectual Property and Confidentiality

Client Materials: Client retains ownership of all materials it supplies to ANDRUTANIX. Client grants ANDRUTANIX a limited license to use those materials solely to perform Services. Work Product: Unless otherwise agreed in writing, upon full payment, ANDRUTANIX assigns to the Client all right, title, and interest in the final deliverables created specifically for the Client, excluding:

  • Third‑party materials or open source components subject to external licenses; and

  • ANDRUTANIX pre‑existing tools, templates, code libraries, processes, methodologies, and know‑how, which remain our exclusive property and are licensed to the Client on a non‑exclusive, non‑transferable basis for use with the delivered project. Source Code and Access: Delivery of source code, deployment files, and documentation will be specified in the SOW. Additional fees may apply for continued access, handover support, or bespoke developer documentation. Confidentiality: Both parties will keep confidential information confidential and use it only to perform obligations under this Agreement. Confidential information excludes information that is public, already known, independently developed, or required to be disclosed by law.

5. Warranties, Liability, and Indemnity

Warranties: ANDRUTANIX warrants that it will perform Services with reasonable skill and care and in accordance with the SOW. Except as expressly stated, Services are provided “as is” and ANDRUTANIX disclaims all other warranties. Client Warranty: Client represents that it has all necessary rights to content, trademarks, and materials provided to ANDRUTANIX and that use will not infringe third‑party rights. Limitation of Liability: To the maximum extent permitted by law, ANDRUTANIX’s total aggregate liability under or related to this Agreement will not exceed the total fees paid by the Client to ANDRUTANIX under the applicable SOW in the 12 months preceding the claim. ANDRUTANIX is not liable for lost profits, loss of business, loss of data, or indirect or consequential losses. Indemnity: Client will indemnify and hold ANDRUTANIX harmless against claims, damages, liabilities, costs, and expenses arising from Client materials, Client’s breach of the Agreement, or Client’s violation of third‑party rights.

6. Term, Termination, Data, Law, and Dispute Resolution

Term and Termination: The Agreement starts on the date the Client accepts the SOW and continues until completion or termination. Either party may terminate for material breach if the other fails to remedy the breach within 14 days after written notice. ANDRUTANIX may suspend Services for non‑payment. Effects of Termination: On termination, Client will pay for work performed up to the effective date and return or destroy confidential materials as requested. Rights to use deliverables are subject to payment of all outstanding invoices. Data and Privacy: ANDRUTANIX will process personal data in accordance with its Privacy Policy. Client remains responsible for ensuring use of Services complies with applicable data protection laws and for obtaining any necessary consents. Governing Law: This Agreement is governed by the laws of India. Dispute Resolution: Parties will attempt to resolve disputes amicably. If unresolved within 30 days, disputes will be referred to arbitration in Pune, Maharashtra, India, under the Indian Arbitration and Conciliation Act, with a single arbitrator appointed by mutual agreement or by the relevant appointing authority. The arbitration award will be final and binding.

7. General Provisions

Independent Contractors: The parties are independent contractors. Nothing creates a partnership, joint venture, or employment relationship. Assignment: Client may not assign the Agreement without ANDRUTANIX’s written consent. ANDRUTANIX may assign to an affiliate or in connection with a transfer of business. Force Majeure: Neither party is liable for delays caused by events beyond reasonable control, including natural disasters, strikes, acts of government, or outages of third‑party services. Notices: Notices must be in writing and delivered to the addresses in the SOW or official company contact details. Entire Agreement: The Agreement, including SOWs and any exhibits, constitutes the entire agreement and supersedes prior communications. Any amendments must be in writing and signed by authorized representatives.

Contact for legal, billing, or privacy matters: info@andrutanixtechnovate.com.