Terms of Service - Idea Rise Technologies

Effective date: November 20, 2024

These Terms of Service ("Terms") govern the provision of software consulting, development, implementation, and delivery services by Idea Rise Technologies (a Proprietary firm) ("Company", "we", "us") to our clients ("Client", "you"). By engaging us or signing a Statement of Work (SOW) or agreement, you agree to these Terms (unless superseded by a written contract signed by both parties).

1. Definitions

2. Engagement

Services are provided pursuant to a mutually agreed Statement of Work (SOW) or Master Services Agreement (MSA). Each SOW will describe scope, timelines, fees, milestones, acceptance criteria and deliverables. If there is any conflict between these Terms and an executed agreement, the executed agreement will prevail.

3. Client responsibilities

Client will cooperate, provide access to systems, approve deliverables in a timely manner, provide accurate Client Materials and appoint a single point of contact (SPOC) for decision-making. Delays caused by Client may affect timelines and fees.

4. Fees and payment

  1. Fees will be set out in the SOW. Unless otherwise agreed, payments are due within 30 days of invoice.
  2. We may require advance payments, milestone payments or retainers.
  3. Client is responsible for any taxes applicable to the payments (except taxes on Company income).

5. Intellectual property

  1. Pre-existing IP: Each party retains ownership of pre-existing IP. Nothing in these Terms transfers pre-existing IP.
  2. Deliverables: Subject to full payment of fees, Company will grant Client a perpetual, worldwide, non-exclusive license to use the Deliverables for Client's internal business purposes. If the SOW specifies assignment of copyright or transfer of source code ownership, that will be effected only upon full payment and via a written assignment.
  3. Company Tools: Company tools, frameworks, libraries, templates and know-how used or embedded in Deliverables remain Company’s confidential information and are licensed (not assigned) unless expressly agreed otherwise.

6. Confidentiality

Each party will keep confidential the other's confidential information and will not disclose it except to employees, contractors or advisors who need to know and are bound by confidentiality obligations. Confidential information excludes information that is public, already known, independently developed, or required to be disclosed by law.

7. Warranties and disclaimers

  1. Company warrants that Services will be performed with reasonable skill and care in accordance with industry standards.
  2. For 90 days after acceptance, Company will remedy defects that cause Deliverables to materially fail to meet the agreed acceptance criteria, provided Client gives prompt written notice and full cooperation.
  3. EXCEPT AS EXPRESSLY PROVIDED, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED (INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT) ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

8. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF COMPANY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO COMPANY UNDER THE APPLICABLE SOW IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. IN NO EVENT WILL COMPANY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, LOST PROFITS OR LOSS OF BUSINESS.

9. Indemnity

Client will indemnify Company against claims arising from Client Materials, misuse of Deliverables, or Client's breach of these Terms. Company will indemnify Client for third-party IP infringement claims attributable to Deliverables, provided Client promptly notifies Company and allows Company control of defense and settlement.

10. Term and termination

  1. Either party may terminate for material breach if the other party fails to cure the breach within 30 days of written notice.
  2. On termination, Client will pay for services performed and expenses incurred up to termination date. Company will deliver work in progress on a reasonable basis subject to payment of outstanding fees and reimbursement of costs.

11. Force majeure

Neither party will be liable for delays or failures caused by events beyond reasonable control (e.g., natural disasters, acts of government, strikes, outages). The affected party will notify the other and take commercially reasonable steps to resume performance.

12. Data protection

Each party will comply with applicable data protection laws. Client is responsible for Client Materials containing personal data and must ensure lawful basis to provide such data. Company will process personal data as instructed and implement appropriate security measures. Where required, the parties will enter a Data Processing Addendum (DPA).

13. Subcontracting

Company may engage subcontractors to perform Services, provided Company remains responsible for their performance and ensures they are bound by confidentiality and security obligations.

14. Change requests

Scope changes requested by Client will be handled through written change requests and may affect fees and timelines. Work performed pursuant to a change request will be charged accordingly.

15. Governing law and dispute resolution

These Terms are governed by the laws of India. Any dispute will first be referred to good faith negotiations between senior representatives. If unresolved within 30 days, the dispute will be finally resolved by arbitration under the Indian Arbitration and Conciliation Act, 1996, held in Mumbai (or another city if agreed). The language of arbitration will be English.

16. Notices

Notices must be in writing and sent to the addresses specified in the SOW or, in absence of an SOW, to:

Idea Rise Technologies
Email: info@idearise.co

17. Miscellaneous