Terms of Service

1. Acceptance of Terms

These Terms and Conditions constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("Client"), and Hypecrews Software Private Limited ("Company"), concerning your access to and use of our web development, application development, and associated digital services. By engaging our services, you expressly agree that you have read, understood, and are bound by all of these terms.

2. Definitions

• "Agreement" refers collectively to these Terms and Conditions, alongside any mutually executed Statement of Work (SOW) or project proposal.
• "Services" signifies the digital agency offerings, including coding, design, consulting, and deployment, provided by the Company.
• "Deliverables" denotes the final, compiled code, design files, or functional systems transferred to the Client upon completion.

3. Eligibility and Authority

By executing an Agreement with the Company, you warrant that you are legally capable of entering into binding contracts. If you are accepting these terms on behalf of a corporation or other legal entity, you represent and warrant that you possess the requisite executive authority to irrevocably bind said entity to these stipulations.

4. Description of Services

The Company shall provide the digital development and design Services strictly as outlined in the accepted official proposal or Statement of Work. Any augmentations, modifications, or deviations from the documented scope of work will be subject to subsequent evaluation and may necessitate supplemental billing and revised timelines.

5. Payment Terms and Invoicing

Financial remuneration for Services shall be dispensed in accordance with the payment schedule delineated in the project proposal. Unless otherwise specified, an initial, non-refundable deposit is required prior to project commencement. All invoices are due upon receipt. Failure to remit payment within stipulated grace periods will result in an immediate suspension of Services and application of statutory late fees.

6. Project Timeline and Milestones

The Company shall utilize commercially reasonable efforts to adhere to projected developmental timelines and milestone deliveries. However, these timelines are estimates reliant upon the timely receipt of Client feedback, asset provisioning, and unhindered technical environments. Delays precipitated by the Client waive the Company's liability for timeline deviations.

7. Client Responsibilities and Obligations

The Client is unequivocally obligated to furnish the Company with all requisite materials, texts, graphics, structural outlines, access credentials, and timely feedback necessary for the execution of the Services. The Client bears sole responsibility for the legality, accuracy, and copyright compliance of all materials supplied to the Company.

8. Intellectual Property Rights - Company

Until full and final financial settlement has been actualized, the Company retains absolute intellectual property ownership, copyright, and proprietary rights over all conceptual designs, source code, frameworks, and Deliverables generated during the project lifecycle. Upon full payment, relevant licenses or ownership rights shall be transferred as explicitly defined in the Agreement.

9. Intellectual Property Rights - Client Materials

The Client guarantees that all materials provided to the Company for inclusion in the project are either wholly owned by the Client or that the Client has secured rigorous, legally verifiable licenses for their usage. The Client shall exclusively bear the burden of any copyright infringement claims arising from materials they supply.

10. Confidentiality and Non-Disclosure

Both parties mutually agree to maintain the strict confidentiality of all proprietary information, trade secrets, business strategies, and technical schematics disclosed during the engagement. This confidentiality mandate shall survive the termination or culmination of the project indefinitely, barring disclosures mandated by binding legal decrees.

11. Warranties and Representations

The Company warrants that the Services shall be performed in a professional, workmanlike manner conforming to prevailing industry standards. However, the Company does not warrant that the Deliverables will be entirely error-free, immune to unauthorized intrusion, or completely uninterrupted during operational deployment in live environments.

12. Disclaimers of Warranties

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND. THE COMPANY EXPLICITLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.

13. Limitation of Liability

IN NO EVENT SHALL THE COMPANY, ITS DIRECTORS, OR EMPLOYEES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, OR DATA LOSS ARISING FROM YOUR ENGAGEMENT OF OUR SERVICES. THE COMPANY'S TOTAL CUMULATIVE LIABILITY SHALL BE STRICTLY CAPPED AT THE TOTAL AMOUNT ACTUALLY PAID BY THE CLIENT TO THE COMPANY IN THE THREE (3) MONTHS PRECEDING THE CLAIM.

14. Indemnification

The Client unconditionally agrees to indemnify, defend, and hold harmless the Company against any and all claims, damages, liabilities, costs, and expenses (including exhaustive legal fees) arising directly or indirectly from the Client's breach of this Agreement, the Client's utilization of the Deliverables, or any infringement claims stemming from Client-supplied materials.

15. Termination and Suspension

Either party may terminate this Agreement upon written notice if the other party commits a material breach and fails to rectify said breach within fifteen (15) days of receiving notice. The Company reserves the right to instantaneously suspend Services without prior notice in the event of egregious misconduct, non-payment, or illicit activities by the Client.

16. Effects of Termination

Upon formal termination, all outstanding financial obligations owed by the Client to the Company become immediately due and payable. The Company shall not be obligated to refund any prior remittances. Access to developmental environments, proprietary codebases, and uncompleted Deliverables will be systematically revoked.

17. Force Majeure

Neither party shall be subjected to liability or deemed in breach for any operational delay or failure resulting from extenuating circumstances beyond reasonable control, encompassing, but not limited to, geopolitical conflicts, natural disasters, pandemic-related systemic shutdowns, catastrophic infrastructure failures, or government-mandated embargoes.

18. Governing Law and Jurisdiction

This comprehensive Agreement and all associated disputes shall be governed by, and strictly construed in accordance with, the sovereign laws of India. Any legal actions or proceedings arising from this Agreement must be instituted exclusively in the competent judicial courts situated within India.

19. Dispute Resolution and Arbitration

Prior to initiating formal litigation, the parties agree to attempt to resolve any dispute through amicable, good-faith negotiations for a minimum period of thirty (30) days. Failing such resolution, disputes may, at the Company's discretion, be submitted to binding arbitration governed by the arbitration protocols of India.

20. Severability and Waiver

If any judicial authority determines any provision of these Terms to be legally unenforceable or invalid, that specific provision shall be excised or stringently limited, while the remainder of the Agreement shall persist in full effect. A waiver by either party of any breach shall not constitute a systemic waiver of any subsequent breaches.

21. Entire Agreement and Amendments

These Terms and Conditions constitute the entire and exclusive understanding between the Client and the Company regarding the Services, superseding all prior verbal or written negotiations. The Company reserves the sovereign right to unilaterally update these Terms at any juncture. Continued engagement signifies acceptance of amended Terms.

22. Contact Information

Formal legal notices, queries regarding contractual stipulations, or general inquiries should be directed to our administrative headquarters.

Hypecrews Software Private Limited
Email: support@hypecrews.com
Location: India