1. Introduction
1.1 These Terms and Conditions (“Terms”) govern the provision of all services by the Company to you (the “Client”, “you” or “your”), including but not limited to website design, software development, e-commerce / Shopify and WordPress development, UI/UX design, social media marketing, SEO and related IT/digital-services (the “Services”).
1.2 By engaging the Company to provide the Services, you agree to be bound by these Terms. If you do not agree with these Terms, you should not engage our Services.
1.3 These Terms apply in addition to any written proposal, scope document, statement of work (“SOW”), quotation, agreement or contract entered into between you and the Company (the “Agreement”). In case of any conflict between these Terms and a signed Agreement, the signed Agreement will prevail.
2. Scope of Services
2.1 The Company shall perform the Services set out in the Agreement, SOW or quotation. Any change in scope must be agreed in writing (email or other documented form) and may incur additional fees and/or time.
2.2 The Company will use reasonable skill and care in delivering the Services in accordance with industry standards. However, you acknowledge that no guarantee is made as to specific outcomes (such as search-ranking positions, sales volume or particular design aesthetics) unless explicitly documented in the Agreement.
2.3 The delivery timeline is indicative only and subject to the Client providing timely input, approvals, full information and cooperation as required. Delays caused by the Client may result in adjusted delivery dates and additional charges.
3. Client Responsibilities
3.1 You shall provide all necessary materials, content, access, information, and approvals in a timely manner so the Company may carry out the Services.
3.2 You shall ensure that input and deliverables you provide (e.g., text, images, login credentials) do not infringe third-party rights (intellectual property, privacy, defamation, etc.) and comply with all applicable laws.
3.3 You shall review deliverables promptly and provide feedback within the stated timeframe. If you fail to respond within that timeframe the Company may treat the deliverable as accepted.
3.4 You must keep login credentials, passwords, access rights and support environments secure. You shall immediately inform the Company of any suspected security breach.
4. Fees, Payment & Billing
4.1 Fees for the Services (and any related costs) are set out in the Agreement or quotation. Unless otherwise stated, payment is due in accordance with the payment schedule (e.g., advance deposit, milestone payments, final payment) specified in the Agreement.
4.2 You shall pay all fees without set-off, deduction or withholding, except with the Company’s prior written agreement or as required by law.
4.3 If you fail to pay any amount by the due date, the Company may (a) suspend the provision of Services until payment is made, (b) charge interest on the overdue amount at a rate of [●]% per annum (or maximum permitted by law), and/or (c) recover any costs incurred in collecting payment.
4.4 All fees are stated exclusive of GST, VAT or other applicable taxes; you shall pay such taxes when required.
4.5 Additional work beyond the scope of the Agreement or SOW will be charged at the Company’s then current hourly or daily rate (or other agreed rate) and will require your written approval before commencement.
5. Intellectual Property Rights
5.1 Unless otherwise agreed in writing, we grant you a non-exclusive, non-transferable licence to use the deliverables (such as website code, design assets, templates) delivered under the Agreement for your business purposes.
5.2 The Company retains ownership of all its pre-existing intellectual property (including but not limited to code libraries, frameworks, templates, tools, methodologies) used or embedded in the deliverables (“Underlying IP”). You shall not attempt to reverse engineer, copy, or re-distribute the Underlying IP other than as permitted in the licence.
5.3 Upon full payment of all fees owed under the Agreement, the Company will assign to you ownership of any custom deliverables created specifically for you (subject to the licence of Underlying IP) unless otherwise stipulated.
5.4 You grant the Company a worldwide, non-exclusive, royalty-free licence to use your name, logo and a generic description of the work for promotional or portfolio purposes, unless you instruct otherwise in writing.
5.5 You warrant that any materials you supply (text, images, logos, trademarks, data) do not infringe any third-party rights or violate any law. You indemnify the Company from any claim, loss or cost arising from such infringement.
6. Confidentiality
6.1 Each party shall treat as confidential all non-public information received from the other in connection with the Services (“Confidential Information”).
6.2 The receiving party shall not disclose Confidential Information to any third party without prior written consent, and shall only use it for the purposes of performing the Agreement.
6.3 Confidentiality obligations shall not apply to information that is: (a) publicly available at the time of disclosure; (b) independently developed; (c) lawfully received from a third party without duty of confidentiality; or (d) required to be disclosed by law or court order (provided the disclosing party gives prompt notice and cooperates with any protective measures).
6.4 These obligations shall survive termination or expiry of the Agreement for a period of [two] years.
7. Warranties, Disclaimers & Limitations
7.1 The Company warrants that it will perform the Services in a professional and workmanlike manner in accordance with generally accepted industry standards.
7.2 Except as expressly provided in these Terms or the Agreement, the Services and deliverables are provided **“as is”** and the Company **disclaims all other warranties**, whether express or implied (including warranties of merchantability, fitness for a particular purpose, non-infringement).
7.3 In no event shall the Company be liable for any indirect, special, incidental, consequential or punitive damages (including loss of profits, revenue, data or business opportunity), even if advised of the possibility of such damages.
7.4 The Company’s aggregate liability to you under or in connection with the Agreement shall not exceed the total amount of fees paid by you to the Company under the Agreement.
7.5 You acknowledge that many factors outside the Company’s control may affect results (for example search engine algorithm changes, third-party service uptime, market competition). Accordingly, the Company does not guarantee specific results unless explicitly documented in the Agreement.
8. Term, Termination & Suspension
8.1 The term of the Agreement begins on the Effective Date (as stated in the Agreement) and continues until the Services are completed or the Agreement is terminated.
8.2 Either party may terminate the Agreement for material breach by the other party if the breach remains uncured for [30] days following written notice.
8.3 The Company may suspend Services immediately if you fail to pay any amount when due, or if you breach your obligations under these Terms.
8.4 On termination: (a) you shall pay for all Services rendered and costs incurred up to the effective date of termination; (b) we may deliver work-in-progress and archive your data; (c) you shall promptly return or destroy any Company-owned confidential materials.
8.5 Sections dealing with Intellectual Property Rights, Confidentiality, Fees, Warranties, Disclaimers, Limitations of Liability, and any rights or obligations which by their nature survive termination shall continue thereafter.
9. Changes, Cancellations & Refunds
9.1 Any request by you to change or cancel the Services shall be subject to written agreement and may incur cancellation or variation charges.
9.2 Unless otherwise provided in the Agreement, deposits or upfront payments may be non-refundable once work has commenced.
9.3 Where a refund is applicable (as may be outlined in a separate refund policy or in the Agreement), it will be processed following completion of an audit of the work performed and materials delivered.
10. Support, Maintenance & Updates
10.1 Unless separately agreed, ongoing support, maintenance, updates or enhancements are not included in the standard Services and will require a separate support agreement.
10.2 For such additional services the Company may charge fixed subscription fees, hourly/daily rates or milestone-based fees as agreed in writing.
10.3 If you fail to apply updates, patches or recommended security fixes and this leads to downtime or damage, the Company will not be liable for such failure or loss.
11. Third-Party Services, Software & Plugins
11.1 The Services may involve third-party software, plugins, APIs or platforms (e.g., themes for WordPress/Shopify, hosting, domain registration, payment gateways). You are responsible for any licences, subscriptions, fees, compliance and renewals of such third-party services unless agreed otherwise in writing.
11.2 The Company is not responsible for the availability, performance or compatibility of any third-party service or plugin, nor any charges imposed by them.
11.3 Any downtime, service interruption or data loss caused by third-party services is not the responsibility of the Company.
12. Data Protection & Privacy
12.1 Each party shall comply with applicable data protection and privacy laws in the collection, storage and processing of personal data.
12.2 If the Company processes any personal data on your behalf, you shall ensure that you have all necessary rights and consents to provide that data and that you appoint the Company as a processor (or similar) under applicable law.
12.3 The Company shall implement reasonable technical and organisational measures to protect personal data.
12.4 Please refer to our separate Privacy Policy for full details of how we collect, use, store and disclose personal data.
13. Website Use & Intellectual Property
13.1 If you access any part of the Company’s website (for example [https://softkarts.com](https://softkarts.com)), you agree not to misuse the site, interfere with its operation or access other users’ data.
13.2 All content on the Company’s website (text, graphics, logos, images, software) is the property of the Company or its licensors and is protected by copyright, trademark and other laws. You may view/download pages for your personal use only, and may not reproduce, distribute or create derivative works without prior written permission.
13.3 The Company may suspend or terminate access to the website at any time for maintenance, security or legal reasons.
14. Indemnification
14.1 You agree to indemnify, defend and hold harmless the Company, its affiliates, officers, employees and agents, from and against any claims, liabilities, losses, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with: (a) your breach of these Terms or the Agreement; (b) your misuse of the Services or deliverables; (c) your infringement of third-party rights; or (d) your failure to obtain or maintain required rights, licences or consents.
14.2 The Company shall give you prompt written notice of any claim for which indemnification is sought, and you shall have the right to defend the claim at your cost.
15. Force Majeure
15.1 Neither party shall be liable for any failure or delay in performance of the Agreement (other than payment obligations) if such failure is caused by events beyond the reasonable control of that party (e.g., acts of God, fire, flood, war, terrorism, pandemics, strikes, telecommunications or internet failures).
15.2 The affected party shall promptly notify the other of the event and use reasonable efforts to mitigate its impact.
16. Governing Law & Dispute Resolution
16.1 These Terms and the Agreement shall be governed by and construed in accordance with the laws of the State of Gujarat, India (or such other jurisdiction as agreed in writing).
16.2 Any dispute arising out of or in connection with these Terms or the Agreement shall be resolved by good-faith negotiation between the parties. If no resolution is reached within [30] days, the dispute may be referred to arbitration or to the courts of [Surat / Gujarat], India, as agreed in the Agreement.
16.3 Each party irrevocably submits to the exclusive jurisdiction of the courts of [Surat / Gujarat], India, for the purposes of any actions or proceedings arising out of or in connection with these Terms.
17. Amendments
17.1 The Company may amend these Terms from time to time by posting updated terms on its website and indicating the “Last updated” date. The amended Terms shall apply to Services commenced after the date of posting.
17.2 Your continued engagement of the Services after such posting constitutes acceptance of the updated Terms.
18. General Provisions
18.1 If any provision of these Terms is found to be invalid, illegal or unenforceable, that provision shall be severed and the remaining provisions shall remain in full force and effect.
18.2 The Agreement, the Terms and any documents incorporated by reference constitute the entire agreement between the parties regarding the Services, and supersede all prior or contemporaneous communications, representations or agreements, whether oral or written.
18.3 Nothing in these Terms shall be construed to create a partnership, joint-venture, employer-employee or agency relationship between the parties.
18.4 A party’s failure or delay to enforce any right under these Terms shall not be construed as a waiver of that right.
18.5 Notices under these Terms shall be given in writing and delivered to the addresses set out in the Agreement (or to such other address as notified in writing) and are effective when received.
Last updated: 31/10/2025