Software Terms and Conditions

Effective Date: 01/05/2025
Last Updated: 01/05/2025

This Agreement ("Agreement") sets forth the legally binding terms and conditions governing the provision of software development services ("Services") by Contazy, a Connect registered under the laws of India, having its principal place of business at 41, 1st main road 5th Cross Road Kaveri Layout, Vijayanagar Bengaluru, Karnataka 560040 India ("Provider"), to the client ("Client"). By executing a Statement of Work referencing this Agreement, making any payment for the Services, or otherwise engaging the Provider, the Client expressly acknowledges that they have read, understood, and unequivocally agree to be bound by these comprehensive Terms and Conditions.

Please read these Terms carefully before using our software or services. By accessing, registering, installing, or using any part of our services, you agree to be bound by these Terms. If you do not agree, you must not use our services.



1. Scope of Work, Change Management, and Exclusions

  • 1.1. The specific Services to be provided by the Provider are meticulously detailed in the mutually agreed-upon and executed Statement of Work ("SOW"). The SOW shall form an integral part of this Agreement.
  • 1.2. Any deviation, modification, addition, or reduction to the agreed scope of work, features, functionalities, or deliverables as defined in the SOW shall constitute a "Change Request." All Change Requests must be submitted by the Client in writing, clearly outlining the proposed changes and the rationale.
  • 1.3. Upon receipt of a Change Request, the Provider shall, within a reasonable timeframe, provide a written "Change Order Proposal" detailing the impact of the proposed changes on the project cost, timeline, resource allocation, and any other relevant terms.
  • 1.4. Work on any changes will only commence upon the mutual written acceptance and execution of a formal Change Order by both the Client and the Provider. Unless expressly stated otherwise in a Change Order, all other terms and conditions of this Agreement shall remain in full force and effect.
  • 1.5. Unless explicitly included in the SOW, the Services expressly exclude: * Ongoing software maintenance, support, or enhancements beyond the limited warranty period (as defined in Clause 6). * Data entry, content creation, graphic design (unless specifically outlined), or search engine optimization (SEO) services. * Procurement of third-party licenses, subscriptions, or hardware (unless specifically outlined and reimbursed). * Training of Client's end-users (unless separately agreed upon). * Resolution of issues arising from Client's network, hardware, or third-party software not supplied or integrated by the Provider.

    • 2. Deliverables, Milestones, and Acceptance Testing

  • 2.1. All agreed-upon deliverables ("Deliverables") will be provided by the Provider as per the milestones and timelines specified in the project plan detailed within the SOW.
  • 2.2. Upon completion of each Deliverable or milestone as defined in the SOW, the Provider shall submit the Deliverable(s) to the Client for acceptance testing ("Acceptance Testing").
  • 2.3. The Client shall have previously agreed upon business days from the date of submission to perform Acceptance Testing. During this period, the Client shall rigorously test the Deliverable(s) against the acceptance criteria explicitly defined in the SOW.
  • 2.4. If the Deliverable(s) meet the acceptance criteria, the Client shall provide written acceptance to the Provider.
  • 2.5. If the Deliverable(s) do not meet the acceptance criteria, the Client shall provide a detailed written report of non-conformance ("Defect Report") to the Provider within the Acceptance Testing period. The Defect Report must clearly identify the specific non-conformance and provide reproducible steps to demonstrate the issue.
  • 2.6. The Provider shall use commercially reasonable efforts to rectify the reported non-conformances within a reasonable timeframe and resubmit the Deliverable(s) for re-testing. This process shall repeat until acceptance or mutual agreement on an alternative resolution.
  • 2.7. If the Client fails to provide written acceptance or a detailed Defect Report within the stipulated Acceptance Testing period, the Deliverable(s) shall be deemed automatically accepted by the Client.
  • 2.8. The Client acknowledges that estimated time frames for delivery items are indicative and are subject to variation based on factors including, but not limited to, Client's timely provision of feedback and materials, requirement changes, additional modifications requested by the Client, the complexity of critical issues encountered, and the performance of third-party dependencies.

    • 3. Server, Hosting, and Third-Party Charges

  • 3.1. Server charges, hosting fees, domain registrations, SSL certificates, software licenses, premium plugins, APIs, and other third-party services or intellectual property ("Third-Party Services") essential for the project will be directly procured by the Client or, if procured by the Provider on Client's behalf, will be billed to the Client based on specific, actual usage and the prevailing rates of the respective third-party vendor.
  • 3.2. The Client explicitly acknowledges and agrees that these charges may vary and are exclusively subject to the terms, conditions, and pricing policies of the respective third-party service providers. The Provider acts solely as a facilitator for these Third-Party Services and bears no responsibility for their performance, availability, changes in their terms, or any associated costs levied by the third-party providers.
  • 3.3. Any disputes related to Third-Party Services must be addressed directly by the Client with the respective third-party vendor. The Provider will provide reasonable assistance in facilitating communication where possible but is not obliged to resolve such disputes.
  • 3.4. The Client is solely responsible for ensuring continuous availability and validity of all necessary Third-Party Service accounts, credentials, and licenses. Delays or disruptions caused by the Client's failure to manage Third-Party Services will be considered Client-induced delays.

    • 4. Client Responsibilities and Delays

  • 4.1. The Client acknowledges that timely and accurate collaboration, provision of information, and approvals are absolutely crucial for the successful and timely execution of the Services.
  • 4.2. The Client is solely responsible for providing complete, accurate, and timely project requirements, functional and technical specifications, feedback, content, branding materials, sample data, access credentials (e.g., server, API keys), and any other necessary assets or information as reasonably requested by the Provider.
  • 4.3. Any delays in providing feedback, incomplete or inaccurate information, failure to provide required materials in a timely manner, or delays in necessary approvals or Acceptance Testing by the Client shall constitute a "Client Delay."
  • 4.4. Client Delays will directly impact the project delivery timeline, and the Provider reserves the right to adjust timelines accordingly without penalty. Furthermore, the Provider reserves the right to levy additional charges for idle time, re-work, or extended engagement required due to Client Delays. The Client shall not be entitled to any refunds or fee reductions due to Client Delays.

    • 5. Third-Party Integrations and Dependencies

  • 5.1. Third-party integrations and services (e.g., payment gateways, Google Maps APIs, social media APIs, CRM systems) are often integral components of the developed software.
  • 5.2. The functionality, availability, and continued operation of the software are inherently dependent on the uninterrupted service, terms of use, and API stability of these third-party providers.
  • 5.3. The Provider shall not be responsible or liable for any delays in project timelines, costs, or the overall delivery schedule caused by delays from third-party providers in onboarding, setup, providing access, API keys, documentation, or any other necessary components or information. The Provider will make reasonable efforts to work with the Client to mitigate such third-party delays, but does not guarantee the timeline or outcome of third-party dependent tasks.
  • 5.4 The Provider will integrate these services as per the SOW but provides no warranty or guarantee regarding their performance, availability, future changes in their terms, pricing, or any associated costs levied by the third-party providers. The Provider is not responsible for any downtime, data loss, or functionality issues arising from the acts or omissions of such third-party providers.
  • 5.5. The Client is responsible for any necessary agreements, accounts, or licenses required for the use of such third-party integrations and for adhering to their respective terms of service and privacy policies.
  • 5.6. The Provider is not responsible for any downtime, data loss, or functionality issues arising from the acts or omissions of such third-party providers.

    • 6. Warranty and Post-Delivery Support

  • 6.1. The Provider offers a limited warranty on the custom software code specifically developed by the Provider as part of the Services, solely for the purpose of fixing reproducible bugs directly attributable to the Provider's coding errors, for a period of sixty (120) days following the date of final delivery or deployment, whichever occurs first. This warranty applies only to the software as delivered and deployed by the Provider.
  • 6.2. This warranty explicitly does NOT cover issues arising from: * Client's misuse, modification, or unauthorized alterations of the software. * Changes or updates to third-party services, operating systems, hosting environments, or external dependencies. * New requirements, functionalities, or enhancements not explicitly defined and accepted in the original SOW or a Change Order. * Bugs or issues present in third-party libraries, open-source components, or Client-provided code. * Issues caused by network connectivity, hardware failures, power outages, security breaches not directly attributable to the Provider's negligence, or other external factors beyond the Provider's reasonable control. * Issues reported after the 60-day warranty period.
  • 6.3. Any requests for support, maintenance, new feature development, modifications, enhancements, or bug fixes reported after the 60-day warranty period will be considered separate engagements and will be billed separately at the Provider's then-current standard rates or under a mutually agreed-upon separate support and maintenance contract.

    • 7. Intellectual Property Rights

  • 7.1. Upon full and final payment of all invoices for the Services rendered under this Agreement, and subject to the terms herein, the Provider shall assign and transfer to the Client all intellectual property rights, including copyrights, in the custom software code specifically developed by the Provider for the Client as part of the Deliverables.
  • 7.2. Notwithstanding Clause 7.1, the Client acknowledges and agrees that the following shall remain the exclusive property of the Provider or its licensors: * Any pre-existing intellectual property, including, but not limited to, software libraries, frameworks, tools, methodologies, know-how, general programming concepts, algorithms, templates, or reusable components owned by the Provider and used or incorporated into the development process or the Deliverables. * Intellectual property rights related to third-party software, open-source components, or licensed materials incorporated into the solution (which are subject to their respective licenses). * Any ideas, concepts, know-how, or techniques developed or acquired by the Provider independently of this Agreement.
  • 7.3. The Client warrants that all content, data, trademarks, logos, and materials provided to the Provider for integration into the software do not infringe upon the intellectual property rights or other proprietary rights of any third party. The Client shall indemnify, defend, and hold harmless the Provider against any and all claims, liabilities, damages, costs, and expenses (including reasonable legal fees) arising from any actual or alleged infringement of third-party intellectual property rights related to materials provided by the Client.

    • 8. Project Timeline and External Dependencies

  • 8.1. All project timelines, schedules, and completion dates are estimates and are contingent upon the timely fulfillment of Client responsibilities, the availability and response time of third-party services, external APIs, Client's internal processes, and unforeseen technical complexities.
  • 8.2. The Provider will make commercially reasonable efforts to adhere to the agreed timelines but shall not be held liable for delays arising from causes beyond its reasonable control, including but not limited to Client Delays, Force Majeure Events, or failures of third-party services.
  • 8.3. In the event of significant and unavoidable delays, the Provider shall promptly notify the Client and propose a revised timeline.

    • 9. Confidentiality

  • 9.1. "Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally, visually, in writing, or by any other means, that is designated as confidential or that, by its nature, would reasonably be understood to be confidential. This includes, but is not limited to, business plans, financial data, customer lists, technical specifications, source code, designs, algorithms, trade secrets, marketing strategies, and proprietary methodologies.
  • 9.2. The Receiving Party agrees to maintain the strictest confidentiality of all Confidential Information of the Disclosing Party. The Receiving Party shall not disclose, copy, publish, or use the Confidential Information for any purpose other than the execution of the Services as expressly permitted by this Agreement.
  • 9.3. The Receiving Party shall take all reasonable measures to protect the Confidential Information, no less stringent than those used to protect its own similar proprietary information. The Receiving Party shall ensure that its employees, contractors, and agents who have access to Confidential Information are bound by similar confidentiality obligations.
  • 9.4. These confidentiality obligations shall survive the termination or expiration of this Agreement for a period of 5 years, or indefinitely for trade secrets.
  • 9.5. This clause does not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already in the Receiving Party's possession prior to disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law or by a governmental or regulatory authority, provided that the Receiving Party provides prompt notice to the Disclosing Party to allow them to seek a protective order or other appropriate remedy.

    • 10. Limitation of Liability

  • 10.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE PROVIDER, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO THE CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITIES, BUSINESS INTERRUPTION, REPUTATIONAL HARM, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF THE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  • 10.2. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE PROVIDER'S TOTAL AGGREGATE LIABILITY TO THE CLIENT FOR ANY AND ALL CLAIMS, LOSSES, COSTS, OR DAMAGES WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE CLIENT TO THE PROVIDER FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM WITHIN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE.
  • 10.3. This limitation of liability applies even if the Client's remedies fail their essential purpose.

    • 11. Indemnification

  • 11.1. The Client agrees to indemnify, defend, and hold harmless CONNECT, its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and litigation costs) arising out of or in connection with: * Any breach of this Agreement by the Client. * Any third-party claim alleging that the Client's content, materials, data, or intellectual property provided to the Provider infringes or misappropriates any intellectual property or other proprietary rights of a third party. * The Client's use of the software developed by the Provider in a manner not in accordance with this Agreement, the SOW, or applicable laws and regulations. * Any Client Delay as defined in Clause 4. * Any acts or omissions of the Client's employees, agents, or subcontractors.
  • 11.2. The Provider agrees to indemnify, defend, and hold harmless the Client against any third-party claim alleging that the custom software code developed solely by the Provider under this Agreement infringes upon a valid Indian patent or copyright of a third party, provided that: (a) the Client promptly notifies the Provider in writing of the claim; (b) the Provider has sole control over the defense and settlement negotiations; and (c) the Client provides all reasonable assistance to the Provider in the defense. This indemnity does not apply to claims arising from: (i) Client's misuse or modification of the software; (ii) combination of the software with other products or services not provided or approved by the Provider; (iii) use of third-party components; or (iv) any materials or instructions provided by the Client.

    • 12. Force Majeure

  • Neither party shall be liable for any delay or failure in performance under this Agreement due to causes beyond its reasonable control, including but not limited to, acts of God, natural disasters (e.g., earthquakes, floods), war, terrorism, civil unrest, riots, embargoes, acts of civil or military authorities, fires, explosions, severe weather conditions, widespread internet or telecommunication outages, epidemics, pandemics, government restrictions or regulations, labor disputes, or failures of utility services (each a "Force Majeure Event"). The party affected by a Force Majeure Event shall promptly notify the other party in writing of the occurrence of such event and its expected duration. The project timeline will be reasonably extended for a period equal to the duration of the Force Majeure Event. The affected party will use commercially reasonable efforts to mitigate the impact of the Force Majeure Event.

    • 13. Governing Law and Dispute Resolution

  • 13.1. This Agreement shall be governed by and construed in accordance with the laws of India, specifically the laws of the State of Karnataka, without regard to its conflict of laws principles.
  • 13.2. Any dispute, controversy, or claim arising out of or relating to this Agreement, including its existence, validity, interpretation, performance, breach, or termination thereof, shall first be attempted to be resolved through good faith negotiation between the parties for a period of not less than ninety (90) days from the date either party notifies the other of such dispute.
  • 13.3. If the dispute cannot be resolved through negotiation, the parties agree to submit the dispute to binding arbitration in Bengaluru, Karnataka, India, in accordance with the provisions of the Arbitration and Conciliation Act, 1996 (as amended from time to time).
  • 13.4. The arbitration shall be conducted by a single arbitrator mutually appointed by the parties. If the parties are unable to agree on an arbitrator within thirty (30) days of the commencement of arbitration, the arbitrator shall be appointed in accordance with the rules of the Indian Council of Arbitration (ICA).
  • 13.5. The language of the arbitration shall be English.
  • 13.6. The decision of the arbitrator shall be final and binding upon both parties, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

    • 14 Termination

  • 14.1. Termination for Material Breach: Either party may terminate this Agreement immediately upon written notice if the other party commits a material breach of any provision of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof.
  • 14.2. Termination for Insolvency: Either party may terminate this Agreement immediately upon written notice if the other party: (a) becomes insolvent; (b) makes an assignment for the benefit of creditors; (c) files for bankruptcy; (d) has a receiver or trustee appointed for its assets; or (e) takes any similar action in connection with its insolvency.
  • 14.3. Effect of Termination: * Upon termination, the Client shall immediately pay the Provider all outstanding fees for Services rendered and Deliverables accepted or deemed accepted up to the effective date of termination. * All licenses granted by the Provider to the Client under this Agreement (except for the perpetual license to the custom code for which payment has been made) shall immediately cease. * Each party shall, upon request, return or destroy all Confidential Information of the other party. * Clauses 7 (Intellectual Property Rights), 9 (Confidentiality), 10 (Limitation of Liability), 11 (Indemnification), 13 (Governing Law and Dispute Resolution), and 15 (Miscellaneous) shall survive the termination or expiration of this Agreement.

    • 15. Miscellaneous Provisions

  • 15.1. Entire Agreement: This Agreement, together with the SOW(s) and any executed Change Orders, constitutes the entire agreement between the Client and CONNECT regarding the Services, superseding all prior discussions, negotiations, understandings, and agreements, whether oral or written.
  • 15.2. No Partnership or Agency: Nothing in this Agreement shall be construed as creating a partnership, joint venture, agency, or employment relationship between the parties. The Provider is an independent contractor.
  • 15.3. Assignment: Neither party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld.
  • 15.4. Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced. A waiver of any breach shall not be deemed a waiver of any subsequent breach.
  • 15.5. Severability: If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect the remaining provisions of this Agreement, which shall remain in full force and effect. The invalid or unenforceable provision shall be replaced with a valid and enforceable provision that most closely reflects the original intent of the parties.
  • 15.6. Notices: All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by registered mail with return receipt requested, or sent by reputable overnight courier service to the addresses of the parties as set forth above or to such other address as a party may designate by written notice. Email notice may be used for day-to-day communications but shall not be sufficient for formal legal notices related to breach, termination, or dispute resolution.
  • 15.7. Headings: The headings in this Agreement are for convenience of reference only and shall not affect its interpretation.
  • 15.8. Counterparts: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed original for all purposes.

    • Last Updated: May 2025