These Terms of Service (“Terms”) constitute a legally binding contractual agreement between RnD Technosoft Pvt. Ltd. (“RnD”, “Company”, “we”, “us”) and the entity or individual (“Client”, “you”) commissioning our digital engineering, software architecture, design, and growth consulting services.
1. Acceptance & Structure of Terms
By approving a Statement of Work (SOW), issuing a purchase order, accessing our staging servers, or transferring milestone funds to RnD Technosoft Pvt. Ltd., you acknowledge that you have read, understood, and agreed to be bound by these Terms of Service.
In the event of an explicit conflict between these general Terms and an executed Statement of Work signed by authorized signatories of both parties, the terms of the specific Statement of Work shall prevail.
2. Scope of Services
RnD delivers high-performance digital solutions across four core capability domains:
3. Intellectual Property Rights & Code Ownership
Pre-Existing Frameworks & Toolkits: RnD retains ownership of its proprietary base libraries, boilerplates, and developer utilities developed independently prior to or outside of the engagement. The Client receives an irrevocable, perpetual, royalty-free, worldwide license to utilize such embedded components within the finished software.
Open Source Compliance: We document and license third-party open-source libraries under permissive licenses (e.g., MIT, Apache 2.0, BSD) ensuring full freedom for commercial deployment.
4. Client Obligations & Approvals
To enable rapid engineering execution, Client agrees to:
- Designate an authorized Single Point of Contact (SPOC) empowered to approve designs, specifications, and sprint milestones.
- Provide required API credentials, brand style guides, content assets, and technical access tokens in a timely manner.
- Review and issue feedback or formal sign-off on delivered sprint milestones within five (5) business days of receipt.
5. Invoicing, Milestones & Payment Terms
Projects are billed on a fixed-milestone, monthly dedicated sprint, or time-and-materials basis as specified in the applicable SOW.
- Net Payment Terms: Invoices are payable within seven (7) to fourteen (14) calendar days from the date of issue.
- Taxes: All quoted professional rates are exclusive of applicable GST, VAT, or withholding taxes unless stated otherwise.
- Late Payments: Accounts overdue past thirty (30) days may incur a 1.5% monthly financing charge or temporary suspension of staging deployments until balances are cleared.
6. Confidentiality & Mutual Non-Disclosure
Both parties agree to treat all business information, architectural schemas, source code, financial figures, customer databases, and product roadmaps shared during the engagement as strictly Confidential Information.
Neither party shall disclose, reproduce, or disseminate Confidential Information to any third party without explicit prior written authorization, exercising at least the same degree of care as it uses to protect its own proprietary assets. Confidentiality obligations survive for three (3) years post termination.
7. Warranties & Engineering Disclaimers
Quality Guarantee & Bug-Fix Window: RnD provides a complimentary thirty (30) day post-launch warranty window for custom software deliverables to remediate reproducible code defects not caused by unauthorized third-party alterations.
General Disclaimer: Except as expressly warranted, services and staging deliverables are provided on an "as-is" and "as-available" basis. RnD does not warrant that third-party cloud platforms (e.g. AWS, Stripe, Google) will operate without interruptions or latency outside our direct control.
8. Limitation of Liability
To the maximum extent permitted by applicable statutory law, in no event shall RnD Technosoft Pvt. Ltd., its directors, officers, or engineers be liable for any indirect, incidental, consequential, special, or punitive damages (including loss of profits, data corruption, or business interruption).
RnD's total aggregate liability arising out of or related to an engagement, regardless of whether in contract, tort, or otherwise, shall not exceed the total fees actually paid by the Client to RnD under the specific SOW during the three (3) months preceding the incident.
9. Term & Termination Procedures
Either party may terminate an ongoing engagement for convenience with thirty (30) days prior written notice, or immediately in the event of a material breach by the other party not remedied within fourteen (14) days of notice.
Upon termination, Client shall compensate RnD for all services performed and approved expenses incurred up to the effective termination date. RnD shall provide a complete code transition package and handover documentation.
10. Governing Law & Dispute Resolution
These Terms shall be governed by and construed in accordance with the laws of India, without regard to conflict of law principles.
Any dispute, controversy, or claim arising out of or relating to this contract shall first be submitted to good-faith mediation. Failing resolution within thirty (30) days, the dispute shall be finally settled by binding arbitration in accordance with the Arbitration and Conciliation Act, 1996, with the seat of arbitration in Vapi/Gujarat, India, conducted in the English language.