Terms and Conditions

1. Agreement to Terms

Welcome to DigiSoft TechSolutions. These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and DigiSoft TechSolutions ("Company," "we," "our," or "us") governing your access to and use of our website, services, and any related software development, mobile application development, AI agent development, legacy application migration, and consulting services.

By accessing our website or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not use our website or services.

2. Services Description

DigiSoft TechSolutions provides professional technology services including, but not limited to:

• Custom Software Development: Design, development, and implementation of tailored software solutions including enterprise applications, web applications, and cloud-based systems
• Mobile Application Development: Native and cross-platform mobile application development for iOS and Android platforms
• AI Agent Development: Development of artificial intelligence solutions, conversational AI, chatbots, and machine learning integrations
• Legacy Application Migration: Modernization and migration of legacy systems to contemporary platforms and cloud environments
• Technology Consulting: Strategic IT consulting, architecture review, and digital transformation advisory services
• Support and Maintenance: Ongoing technical support, maintenance, and enhancement services

3. Service Agreements

3.1 Project Proposals

For each project, we will provide a detailed proposal or Statement of Work (SOW) outlining:

• Scope of work and deliverables
• Project timeline and milestones
• Pricing and payment terms
• Technical specifications and requirements
• Acceptance criteria

3.2 Acceptance

A project commences upon written acceptance of the proposal by the Client, which may be through signed agreement, email confirmation, or payment of initial deposit as specified in the proposal.

3.3 Changes to Scope

Any changes to the agreed scope of work must be documented in writing as a Change Request. Changes may affect project timeline and cost, which will be communicated and agreed upon before implementation.

4. Payment Terms

4.1 Pricing

All prices are quoted in Indian Rupees (INR) unless otherwise specified. Prices do not include applicable taxes, which will be added as per government regulations.

4.2 Payment Schedule

Payment terms will be specified in individual project agreements. Standard terms may include:

• Advance payment upon project commencement
• Milestone-based payments
• Monthly payments for ongoing services
• Final payment upon project completion

4.3 Late Payments

Payments not received within the specified due date may be subject to:

• Late payment interest at 1.5% per month
• Suspension of services until payment is received
• Collection costs and legal fees if applicable

5. Intellectual Property Rights

5.1 Client Materials

The Client retains all intellectual property rights to materials, data, content, and specifications provided to us for the purpose of delivering services.

5.2 Deliverables

Upon full payment of all amounts due, intellectual property rights to custom-developed deliverables will transfer to the Client as specified in the project agreement, except for:

• Pre-existing Materials: Code, libraries, frameworks, and tools owned by us prior to the project
• Third-party Components: Licensed software, open-source components, and APIs subject to their respective licenses
• General Knowledge: Skills, techniques, and know-how developed during the project

5.3 Portfolio Rights

We reserve the right to display project descriptions, screenshots, and general information in our portfolio and marketing materials, unless otherwise agreed in writing.

6. Confidentiality

6.1 Confidential Information

Both parties agree to maintain the confidentiality of proprietary information disclosed during the engagement, including but not limited to:

• Business strategies and plans
• Technical specifications and source code
• Financial information
• Customer data and lists
• Trade secrets and proprietary processes

6.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no fault of the receiving party
• Was known to the receiving party prior to disclosure
• Is independently developed without use of confidential information
• Is required to be disclosed by law or court order

6.3 Duration

Confidentiality obligations survive the termination of any agreement and continue for a period of five (5) years thereafter.

7. Client Responsibilities

To ensure successful project delivery, the Client agrees to:

• Provide accurate and complete project requirements
• Make necessary personnel available for meetings and clarifications
• Provide timely feedback and approvals
• Supply required materials, data, and access credentials
• Ensure necessary infrastructure and third-party services are available
• Comply with all applicable laws in the use of deliverables

Delays caused by Client's failure to fulfill these responsibilities may result in timeline extensions and additional costs.

8. Warranties and Disclaimers

8.1 Service Warranty

We warrant that:

• Services will be performed in a professional and workmanlike manner
• Deliverables will substantially conform to agreed specifications
• We have the right to provide the services and deliverables

8.2 Warranty Period

A warranty period (typically 30-90 days as specified in the project agreement) applies after project completion, during which we will remedy defects in deliverables at no additional charge.

8.3 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• Our total liability for any claims arising from services shall not exceed the total amount paid by the Client for the specific service giving rise to the claim
• We shall not be liable for any indirect, incidental, special, consequential, or punitive damages
• We shall not be liable for loss of profits, revenue, data, or business opportunities
• We shall not be liable for damages resulting from Client's misuse of deliverables

10. Indemnification

The Client agrees to indemnify, defend, and hold harmless DigiSoft TechSolutions, its officers, directors, employees, and agents from any claims, damages, losses, or expenses arising from:

• Client's breach of these Terms
• Client's violation of any applicable laws
• Client's use of deliverables in a manner not contemplated by the agreement
• Claims relating to Client-provided materials that infringe third-party rights

11. Termination

11.1 Termination for Convenience

Either party may terminate an ongoing service agreement with 30 days written notice, subject to payment for services rendered and expenses incurred up to the termination date.

11.2 Termination for Cause

Either party may terminate immediately upon written notice if the other party:

• Materially breaches the agreement and fails to cure within 15 days of notice
• Becomes insolvent or files for bankruptcy
• Ceases to conduct business in the normal course

11.3 Effect of Termination

Upon termination:

• Client shall pay for all services rendered through termination date
• Each party shall return or destroy the other's confidential information
• Work product rights transfer as specified, subject to full payment
• Provisions regarding confidentiality, liability, and indemnification survive termination

12. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including but not limited to natural disasters, acts of government, pandemics, wars, terrorism, labor disputes, power outages, or internet service failures.

13. Dispute Resolution

13.1 Negotiation

The parties shall attempt to resolve any dispute through good-faith negotiation between senior representatives.

13.2 Mediation

If negotiation fails, the parties shall attempt mediation before resorting to arbitration or litigation.

13.3 Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of India. Any disputes shall be subject to the exclusive jurisdiction of the courts in Navi Mumbai, Maharashtra, India.

14. General Provisions

14.1 Entire Agreement

These Terms, together with any project-specific agreements, constitute the entire agreement between the parties and supersede all prior agreements and understandings.

14.2 Amendments

We reserve the right to modify these Terms at any time. Material changes will be communicated through our website or direct notice. Continued use of services after changes constitutes acceptance.

14.3 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.

14.4 Waiver

Failure to enforce any provision shall not constitute a waiver of that provision or any other provision.

14.5 Assignment

Client may not assign their rights or obligations without our prior written consent. We may assign our rights to an affiliate or successor entity.

14.6 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates any agency, partnership, or employment relationship.

15. Contact Information

For questions about these Terms and Conditions, please contact us: