Terms and Conditions

These Terms and Conditions ("Terms") constitute a legally binding agreement between you, the Client, and Vijayan Tech ("Company," "we," "us," or "our"), a company specializing in website and mobile application development. By engaging us for any services, you agree to be bound by these Terms.

1. Services Provided

The Company agrees to provide custom software development services, including, but not limited to, the design, development, testing, and deployment of:

• Websites and Web Applications
• Mobile Applications (iOS, Android, and cross-platform)
• Related services such as maintenance, support, and consultation.

The specific details, scope, deliverables, and timelines for each project will be outlined in a separate written document, such as a Statement of Work (SOW) or a Project Proposal, which will be incorporated into and made a part of these Terms.

2. Client Responsibilities

The Client agrees to:

• Provide Timely Information: Furnish all necessary content, images, data, access credentials, and feedback required for the project in a timely manner.
• Review and Approval: Promptly review and approve deliverables at various stages of the project as specified in the SOW.
• Cooperation: Appoint a single point of contact to liaise with the Company's team.
• Legal Compliance: Ensure that all materials, data, and content provided to the Company comply with all applicable laws and regulations and do not infringe upon any third-party rights.

3. Payment Terms

• Fees: The Client agrees to pay the Company the fees specified in the SOW or Project Proposal.
• Invoicing and Payment Schedule: Payments will be structured according to the schedule set out in the SOW (e.g., deposit, milestone, final payment).
• Late Payments: The Company reserves the right to suspend work. Overdue payments may be subject to a late payment fee of [Specify Percentage, e.g., 1.5%] per month.
• Taxes: All fees are exclusive of applicable taxes (GST, VAT, etc.), which shall be borne by the Client.

4. Intellectual Property Rights (IP)

A. Ownership of Deliverables: Upon full and final payment of all fees, the Company shall assign and transfer to the Client all intellectual property rights in the final code, visual design, and other custom deliverables created specifically for the Client.

B. Company's Background IP: The Company retains all IP rights to its proprietary software, tools, and pre-existing code ("Background IP"). The Client is granted a non-exclusive, perpetual, worldwide, royalty-free license to use the Background IP solely as embedded within the final deliverables.

C. Third-Party IP: The use of open-source software or other third-party components will be subject to their respective licenses.

5. Warranties and Limitation of Liability

A. Limited Warranty: The software is warranted to substantially conform to the specifications in the SOW for a period of [Specify Time, e.g., 30 days] after delivery. The Company's sole remedy for breach is to correct the non-conformity.

B. Disclaimer of Warranties: Services and deliverables are provided "AS IS." The Company disclaims all other warranties, express or implied, including merchantability and fitness for a particular purpose.

C. Limitation of Liability: The Company's total cumulative liability to the Client shall not exceed the total fees paid by the Client to the Company for the specific project giving rise to the claim.

6. Confidentiality

Both parties agree to treat all shared confidential information as such and will not disclose it to any third party without prior written consent, except as required by law.

7. Termination

A. Termination by Client: If terminated without cause, the Client must pay for all work completed up to the date of termination.

B. Termination by Company: The Company may terminate upon written notice if the Client breaches these Terms (including non-payment) and fails to cure the breach within 10 days.

8. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of Tamil Nadu, India. Any disputes shall be resolved by binding arbitration in Erode, Tamil Nadu, India.

9. Entire Agreement

These Terms, together with any SOW or Project Proposal, constitute the entire agreement between the parties.