Terms and Conditions

1. Introduction and acceptance

These Terms and Conditions (“Agreement”) govern the provision of software development, application development, and mobile development services (collectively, “Services”) by Bteract technologies LLP (“Company”, “We”, “Us”, or “Our”) to clients (“Client”, “You”, or “Your”). By engaging our Services, purchasing our products, or entering into a contract with Us, You agree to be bound by these Terms and Conditions.

This Agreement constitutes a legally binding contract between the Client and Bteract technologies LLP. If You do not agree to these terms, please do not engage our Services. We reserve the right to modify these Terms and Conditions at any time, and such modifications shall be effective immediately upon posting on our website or notification to the Client.

2. Definitions

“Deliverables”

means all software, applications, code, documentation, designs, materials, and work product created, developed, or provided by the Company under this Agreement.

“Project”

means the specific software development, application development, or mobile development work described in the Statement of Work, project proposal, or contract.

“Statement of Work” (SOW)

means a detailed document outlining the scope, deliverables, timelines, milestones, and costs for a specific Project.

“Confidential Information”

means all non-public information, data, trade secrets, technical information, business information, and proprietary materials disclosed by either party.

“Intellectual Property”

means all patents, copyrights, trademarks, trade secrets, proprietary rights, and other intellectual property rights in the Deliverables and related materials.

3. Scope of services

3.1 Service description

The Company agrees to provide software development, application development, and mobile application development services as detailed in the Statement of Work or project proposal. Our Services may include, but are not limited to: custom software development, web application development, mobile app development (iOS and Android), enterprise software solutions, API development and integration, cloud solutions, database design and development, UI/UX design, quality assurance and testing, maintenance and support services, and technology consulting.

3.2 Project specifications

The specific scope, deliverables, timelines, and requirements for each Project shall be detailed in a Statement of Work executed by both parties. Any changes to the Project scope must be documented through a formal change request process and approved in writing by both parties. Additional work beyond the agreed scope will be subject to additional fees and timeline adjustments.

3.3 Technology stack

Unless otherwise specified in the Statement of Work, the Company reserves the right to select appropriate technologies, frameworks, programming languages, and development tools best suited for the Project requirements. The Company will consult with the Client regarding technology choices when significant decisions impact project functionality or future maintainability.

4. Payment terms and pricing

4.1 Project fees

The Client agrees to pay the fees specified in the Statement of Work, proposal, or contract. Fees may be structured as fixed-price, time and materials, or milestone-based, as agreed upon in writing. All fees are quoted in the currency specified in the agreement and are exclusive of applicable taxes, unless otherwise stated.

4.2 Payment schedule

Unless otherwise agreed in writing, payment shall be made according to the following terms: An initial advance payment of 30–50% of the total project cost is due upon signing the agreement. Milestone payments as specified in the Statement of Work are due upon completion and acceptance of each milestone. Final payment is due upon project completion and delivery of all Deliverables. For time and materials projects, invoices will be issued monthly and are due within 15 days of invoice date.

4.3 Late payments

Payments not received within the specified period will be considered overdue. The Company reserves the right to charge interest on overdue amounts at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower). The Company may suspend work on any Project if payment is more than 15 days overdue until all outstanding amounts are paid. Continued non-payment may result in project termination and the Client’s liability for all fees incurred to date.

4.4 Additional costs

Unless otherwise specified, project fees do not include: third-party software licenses, hosting services, domain registration, SSL certificates, payment gateway fees, app store fees, stock images or graphics, third-party API services, or other external costs. Such costs will be billed to the Client at cost or as agreed. The Company will obtain Client approval before incurring any third-party costs exceeding $200 USD.

5. Intellectual property rights

5.1 Ownership of deliverables

Upon full payment of all fees, the Client shall own the Intellectual Property rights in the custom Deliverables specifically created for the Client under the Project, excluding pre-existing materials, third-party components, and the Company’s proprietary tools and frameworks. This transfer of ownership is contingent upon full payment of all amounts due under this Agreement.

5.2 Company retained rights

The Company retains all rights to: pre-existing intellectual property, proprietary development tools, frameworks, libraries, templates, and methodologies used in project development; general knowledge, skills, experience, ideas, concepts, and techniques learned during the Project; and the right to use Deliverables for promotional purposes (with Client’s consent, which shall not be unreasonably withheld).

5.3 Third-party components

The Deliverables may include third-party open-source software, libraries, or components. Such components remain subject to their original licenses (e.g., MIT, Apache, GPL). The Company will identify any third-party components with restrictive licenses that may affect the Client’s use of the Deliverables. The Client is responsible for complying with all third-party license requirements.

5.4 Client materials

The Client grants the Company a non-exclusive, royalty-free license to use Client-provided materials (including logos, trademarks, content, images, and data) solely for the purpose of performing Services under this Agreement. The Client represents and warrants that it has all necessary rights to provide such materials and that their use will not infringe any third-party rights.

6. Client responsibilities and obligations

6.1 Cooperation

The Client agrees to:

• provide timely feedback, approvals, and decisions necessary for project progress;
• provide accurate, complete information and materials required for the Project;
• designate a primary point of contact with authority to make decisions;
• respond to Company inquiries and requests within agreed timeframes; and
• participate in scheduled meetings, reviews, and testing activities.

6.2 Content and materials

The Client is responsible for providing all content, data, images, text, and other materials required for the Project in a timely manner and in formats suitable for use. The Client warrants that all provided materials do not infringe any third-party intellectual property rights and that the Client has obtained all necessary permissions and licenses.

6.3 Testing and acceptance

The Client shall test all Deliverables promptly upon delivery. Unless otherwise specified, the Client has 7 business days from delivery to report any defects or non-conformities in writing. If no issues are reported within this period, the Deliverables shall be deemed accepted. The Company will address reported defects in accordance with the warranty provisions of this Agreement.

7. Warranties and disclaimers

7.1 Company warranties

The Company warrants that: Services will be performed in a professional and workmanlike manner consistent with industry standards; Deliverables will substantially conform to the specifications in the Statement of Work; the Company has the right to enter into this Agreement and perform the Services; and for a period of 90 days from delivery (“Warranty Period”), Deliverables will be free from material defects in workmanship.

7.2 Warranty remedies

If Deliverables fail to meet the warranty during the Warranty Period, the Company’s sole obligation shall be to correct the defect or, at the Company’s option, refund the fees paid for the defective portion. This warranty does not cover defects caused by: Client modifications, misuse, or negligence; third-party software or services; hardware failures; or factors beyond the Company’s reasonable control.

7.3 Disclaimer of warranties

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT DELIVERABLES WILL BE ERROR-FREE, UNINTERRUPTED, OR MEET ALL CLIENT REQUIREMENTS. THE COMPANY IS NOT RESPONSIBLE FOR ANY THIRD-PARTY SOFTWARE, SERVICES, OR PLATFORMS.

8. Limitation of liability

8.1 Limitation amount

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO THE COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR $10,000 USD, WHICHEVER IS LESS.

8.2 Exclusion of damages

IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS, OR BUSINESS INTERRUPTION, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. Confidentiality

9.1 Confidential information

Each party agrees to maintain the confidentiality of all Confidential Information disclosed by the other party. Confidential Information shall not be used except as necessary to perform obligations under this Agreement, and shall not be disclosed to third parties without prior written consent, except to employees, contractors, and advisors who need to know and are bound by confidentiality obligations.

9.2 Exceptions

Confidential Information does not include information that: is or becomes publicly available through no breach of this Agreement; is rightfully received from a third party without confidentiality restrictions; is independently developed without use of Confidential Information; or is required to be disclosed by law or court order (with prompt notice to the disclosing party).

9.3 Duration

The confidentiality obligations shall survive termination of this Agreement and continue for a period of three (3) years from the date of disclosure, or indefinitely for trade secrets.

10. Project timeline and delays

10.1 Timeline

Project timelines and milestones shall be specified in the Statement of Work. The Company will use commercially reasonable efforts to meet agreed timelines, but timelines are estimates and not guaranteed delivery dates unless explicitly stated as firm deadlines in writing.

10.2 Client-caused delays

Timelines may be extended if delays are caused by: Client’s failure to provide required materials, information, or decisions; Client-requested changes or additions to scope; third-party service delays beyond Company’s control; or force majeure events. The Company will notify the Client promptly of any anticipated delays and propose revised timelines.

10.3 Change requests

Any changes to the Project scope, specifications, or requirements must be submitted through a formal change request process. The Company will evaluate each change request and provide an estimate of impact on timeline and cost. Change requests will be implemented only after written approval from the Client. Additional fees for change requests are due before work commences.

11. Termination

11.1 Termination for convenience

Either party may terminate this Agreement for convenience upon thirty (30) days written notice. Upon termination for convenience, the Client shall pay for all Services performed up to the termination date, plus any non-cancellable commitments or expenses incurred on the Client’s behalf.

11.2 Termination for cause

Either party may terminate this Agreement immediately upon written notice if the other party: materially breaches this Agreement and fails to cure within fifteen (15) days of written notice; becomes insolvent, files for bankruptcy, or ceases business operations; or engages in illegal or unethical conduct related to the Agreement.

11.3 Effect of termination

Upon termination: the Client shall pay all outstanding fees for Services performed; each party shall return or destroy all Confidential Information; licenses granted shall terminate (except for completed, paid Deliverables); and the Company shall deliver all completed work-in-progress to the Client upon receipt of payment. Provisions regarding payment, intellectual property, confidentiality, warranties, limitation of liability, and dispute resolution shall survive termination.

12. Indemnification

12.1 Company indemnification

The Company shall indemnify, defend, and hold harmless the Client from third-party claims that Deliverables infringe any copyright or trade secret, provided that: the Client promptly notifies the Company in writing of the claim; the Company has sole control of the defense and settlement; and the Client provides reasonable cooperation. This indemnity does not apply to infringement caused by Client modifications, use with non-approved materials, or Client-provided content.

12.2 Client indemnification

The Client shall indemnify, defend, and hold harmless the Company from claims arising from: Client-provided content, materials, or data; Client’s use of Deliverables in violation of this Agreement or applicable law; Client’s breach of warranties or representations; or Client’s business operations and relationships with third parties.

13. Support and maintenance

13.1 Warranty support

During the Warranty Period, the Company will provide bug fixes and corrections for defects at no additional charge, as described in the warranty provisions. Support is provided during normal business hours via email and may include remote assistance.

13.2 Post-warranty support

After the Warranty Period, support and maintenance services are available under separate agreement. Such services may include bug fixes, updates, enhancements, hosting management, and technical support. Support and maintenance fees will be quoted separately and are typically billed monthly or annually.

13.3 Exclusions

Support does not cover: new features or functionality beyond the original scope; issues caused by Client modifications or third-party actions; infrastructure or hosting issues (unless specifically contracted); or training and consultation beyond initial knowledge transfer.

14. Data protection and privacy

14.1 Data processing

To the extent the Company processes personal data on behalf of the Client, the Company shall: process data only as instructed by the Client and as necessary to perform Services; implement appropriate technical and organizational security measures; not transfer data outside the agreed jurisdiction without prior consent; and assist the Client in responding to data subject requests and regulatory inquiries.

14.2 Compliance

Each party shall comply with applicable data protection laws, including GDPR (if applicable), CCPA, and other privacy regulations. The Client is responsible for ensuring that all data provided to the Company is collected and shared in compliance with applicable laws and that the Client has all necessary consents and authorizations.

14.3 Data security

The Company implements industry-standard security measures to protect Client data, including encryption, access controls, regular backups, and security monitoring. However, the Company cannot guarantee absolute security, and the Client acknowledges that internet and electronic storage inherently carry some security risks.

15. General provisions

15.1 Governing law and jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law provisions. Any disputes arising from this Agreement shall be subject to the exclusive jurisdiction of the courts located in Kochi, Kerala, India.

15.2 Dispute resolution

In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the parties shall first attempt to resolve the matter through good faith negotiations. If negotiations fail, the parties may pursue mediation before resorting to litigation. Either party may seek injunctive relief in court to protect intellectual property or confidential information without waiting for mediation.

15.3 Independent contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship. Neither party has authority to bind the other or incur obligations on the other’s behalf without prior written consent.

15.4 Assignment

The Client may not assign this Agreement without the Company’s prior written consent. The Company may assign this Agreement in connection with a merger, acquisition, or sale of substantially all assets. Subject to the foregoing, this Agreement shall bind and benefit the parties and their respective successors and assigns.

15.5 Force majeure

Neither party shall be liable for failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labor disputes, epidemics, pandemics, government actions, internet or utility failures, or natural disasters. The affected party shall notify the other party promptly and use reasonable efforts to resume performance.

15.6 Notices

All notices under this Agreement shall be in writing and delivered via email (with read receipt), certified mail, or courier service to the addresses specified in the Statement of Work or as updated by either party. Notices are deemed received: when delivered by email (if during business hours), one business day after courier delivery, or five business days after certified mail posting.

15.7 Entire agreement

This Agreement, together with all Statements of Work, proposals, and exhibits, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior agreements, understandings, and communications, whether written or oral. This Agreement may only be modified by a written amendment signed by authorized representatives of both parties.

15.8 Severability

If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Agreement shall otherwise remain in full force and effect and enforceable.

15.9 Waiver

No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.

15.10 Headings

The headings used in this Agreement are included for convenience only and shall not affect the interpretation of this Agreement.

By engaging our services or signing an agreement with Bteract technologies LLP, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.