Terms and Conditions

1. Agreement to Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Ingenii Digitalization LLP ("Ingenii," "we," "our," or "us"). By accessing our website, engaging our services, or entering into a project agreement with us, you agree to be bound by these Terms.

If you do not agree to these Terms, you must not use our website or services. We reserve the right to modify these Terms at any time, and your continued use of our services constitutes acceptance of any changes.

2. Services Overview

Ingenii Digitalization LLP provides software development services including, but not limited to:

• Full-stack web application development
• Mobile application development (iOS, Android)
• Game development (Unity, Unreal Engine)
• AR/VR/XR experiences and applications
• AI and LLM integration services
• WebGL and 3D visualization solutions
• Enterprise software and custom platforms
• Consulting, technical architecture, and code review services

Specific project scope, deliverables, timelines, and pricing are defined in individual project agreements or statements of work (SOW).

3. Project Engagement Process

3.1 Initial Consultation

All projects begin with an initial consultation to understand your requirements. This consultation is provided free of charge and does not create any binding obligations.

3.2 Proposal and Agreement

Following consultation, we will provide a detailed proposal outlining project scope, deliverables, timeline, and pricing. Work commences only after mutual acceptance of the proposal and execution of a formal agreement.

3.3 Project Milestones

Projects are typically structured with defined milestones. Payment schedules and delivery timelines are tied to these milestones as specified in the project agreement.

4. Payment Terms

4.1 Pricing and Invoicing

All fees are specified in the project agreement and are quoted in Indian Rupees (INR) or US Dollars (USD) as agreed. Invoices are issued according to the payment schedule defined in the agreement.

4.2 Payment Schedule

Unless otherwise specified, standard payment terms are:

• Initial deposit (typically 30-50%) upon project commencement
• Milestone payments as defined in the project agreement
• Final payment upon project completion and delivery

4.3 Late Payments

Payments are due within 15 days of invoice date unless otherwise agreed. Late payments may incur interest charges at 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is lower. We reserve the right to suspend work on late accounts.

4.4 Refund Policy

Refunds are generally not provided once work has commenced. In cases of project cancellation, fees for work completed to date are non-refundable. Specific refund terms will be outlined in individual project agreements.

5. Intellectual Property Rights

5.1 Client-Owned IP

Upon full payment, all custom code, designs, and deliverables specifically created for your project ("Client IP") are transferred to you, unless otherwise specified in the project agreement.

5.2 Ingenii-Owned IP

We retain ownership of:

• Pre-existing code, frameworks, libraries, and tools
• Generalized methodologies, processes, and know-how
• Any code or assets we choose to open-source

5.3 Third-Party Components

Projects may incorporate third-party libraries, APIs, or services. Such components remain subject to their respective licenses. We will clearly identify third-party dependencies.

5.4 Portfolio Rights

Unless confidentiality is explicitly required, we reserve the right to showcase completed projects in our portfolio, case studies, and marketing materials. We will seek your approval before public disclosure of sensitive or proprietary information.

6. Client Responsibilities

To ensure successful project delivery, clients agree to:

• Provide timely feedback, approvals, and required materials
• Designate a primary point of contact for project communication
• Provide accurate and complete project requirements
• Grant necessary access to systems, APIs, or resources as needed
• Ensure all provided content complies with applicable laws
• Make payments according to the agreed schedule
• Review and approve deliverables within agreed timeframes

Delays caused by client inaction may result in project timeline extensions and potential additional costs.

7. Project Timelines and Scope Changes

7.1 Timeline Estimates

Project timelines are estimates based on the agreed scope and our current understanding of requirements. While we strive to meet all deadlines, timelines may be affected by factors including scope changes, client delays, or unforeseen technical challenges.

7.2 Scope Changes

Any changes to the agreed project scope must be documented in writing through a change request. Scope changes may result in adjustments to timeline and pricing. We will provide estimates for additional work before proceeding.

7.3 Agile and Iterative Development

We often employ agile methodologies. This means requirements and features may evolve during development based on feedback and testing. We will maintain transparent communication throughout the process.

8. Warranties and Disclaimers

8.1 Service Warranty

We warrant that services will be performed in a professional and workmanlike manner consistent with industry standards. We will address any defects or issues in deliverables reported within 30 days of delivery at no additional cost, provided such issues are not caused by client modifications or third-party integrations.

8.2 Disclaimer of Warranties

Except as expressly stated, our services are provided "as is" without warranties of any kind, either express or implied, including but not limited to:

• Merchantability or fitness for a particular purpose
• Uninterrupted or error-free operation
• Compatibility with all systems or platforms
• Specific performance metrics or business outcomes

9. Limitation of Liability

To the maximum extent permitted by law:

• Ingenii's total liability for any claim arising from our services shall not exceed the total fees paid by the client for the specific project giving rise to the claim
• We shall not be liable for indirect, incidental, consequential, special, or punitive damages, including lost profits, lost revenue, or lost data
• We are not liable for delays or failures caused by circumstances beyond our reasonable control (force majeure events)

Some jurisdictions do not allow limitation of liability for consequential damages, so the above limitation may not apply to you.

10. Confidentiality

Both parties agree to maintain confidentiality of proprietary information shared during the course of engagement. We will not disclose client confidential information to third parties without written consent, except as required by law or necessary to perform services.

Confidential information does not include information that: (a) is publicly available, (b) was rightfully known prior to disclosure, (c) is independently developed, or (d) is received from a third party without breach of confidentiality obligations.

11. Third-Party Services and APIs

Projects may require integration with third-party services, APIs, or platforms. Client is responsible for:

• Obtaining necessary licenses, API keys, and access credentials
• Compliance with third-party terms of service and usage policies
• Any fees charged by third-party service providers
• Maintenance of third-party service accounts and subscriptions

We are not liable for changes, disruptions, or discontinuation of third-party services beyond our control.

12. Acceptable Use

You agree not to use our services to:

• Develop illegal, harmful, or unethical applications
• Violate intellectual property rights of others
• Create malware, spyware, or security exploits
• Engage in fraudulent or deceptive practices
• Violate any applicable laws or regulations

We reserve the right to refuse service or terminate projects that violate these acceptable use provisions.

13. Project Termination

13.1 Termination by Client

Client may terminate a project with 14 days written notice. In such cases:

• Client remains responsible for payment of all work completed to date
• Any deposits or milestone payments made are non-refundable
• We will deliver all completed work in its current state
• IP rights transfer only for fully paid deliverables

13.2 Termination by Ingenii

We may terminate a project immediately if:

• Client fails to make payments according to the agreed schedule
• Client breaches material terms of the agreement
• Project requirements violate our acceptable use policy
• Continuation of the project becomes commercially impractical

14. Support and Maintenance

Post-delivery support and maintenance services are available but are not included in initial project pricing unless explicitly stated. Support terms, including response times and coverage, will be defined in a separate support agreement.

Bug fixes for issues directly caused by our code are provided free of charge for 30 days post-delivery. Support for feature enhancements, integrations, or issues arising from client modifications require a separate engagement.

15. Hosting and Deployment

Unless specified in the project agreement:

• Client is responsible for providing hosting infrastructure or purchasing hosting services
• We can recommend hosting providers and assist with deployment
• Ongoing hosting, server management, and DevOps support require separate agreements
• Client is responsible for domain registration and DNS management

16. Testing and Acceptance

Deliverables are subject to a testing and acceptance period (typically 7-14 days unless otherwise specified). Client must:

• Test deliverables thoroughly in intended environments
• Report any issues or defects in writing within the acceptance period
• Provide clear reproduction steps for reported issues

Deliverables are deemed accepted if no issues are reported within the acceptance period, or upon client's written acceptance, whichever occurs first.

17. Indemnification

Client agrees to indemnify and hold harmless Ingenii, its officers, employees, and contractors from any claims, damages, or expenses arising from: (a) client's use of deliverables, (b) client-provided content or materials, (c) violation of third-party rights, or (d) breach of these Terms.

18. Dispute Resolution

18.1 Negotiation

In the event of any dispute, both parties agree to first attempt resolution through good-faith negotiation.

18.2 Arbitration

If negotiation fails, disputes shall be resolved through binding arbitration in accordance with the Arbitration and Conciliation Act, 1996 of India. Arbitration shall be conducted in Pune, Maharashtra, India.

18.3 Governing Law

These Terms are governed by the laws of India. All disputes are subject to the exclusive jurisdiction of courts in Pune, Maharashtra, India.

19. 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 acts of God, natural disasters, war, terrorism, pandemics, government actions, labor disputes, or infrastructure failures.

20. Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Invalid provisions shall be modified to the minimum extent necessary to make them valid and enforceable.

21. Entire Agreement

These Terms, together with any project-specific agreements or statements of work, constitute the entire agreement between you and Ingenii regarding our services and supersede all prior communications, proposals, and agreements.

22. Contact Information

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