We provide software design and development, mobile applications, AI/automation, and cloud/DevOps services (collectively, “Services”). Specific deliverables, timelines, milestones, and commercials will be defined in a written proposal, estimate, purchase order, or statement of work (“SOW”) agreed by both parties. In case of conflict, the SOW prevails over these Terms.

• Provide timely inputs, approvals, and access to systems or data needed to perform the Services.
• Ensure all materials you share (data, logos, content) do not infringe third-party rights or laws.
• Designate a single point of contact for decisions and feedback.

• Fees are as specified in the SOW (fixed-price, time & materials, or retainer).
• Invoices are due within the payment term in the SOW; delays may pause delivery and/or attract interest.
• Prices are exclusive of taxes. Applicable taxes (including GST) will be charged per Indian law.
• Out-of-pocket expenses (e.g., third-party licenses, cloud usage) will be billed at cost if not included in the SOW.

Any material change to scope, assumptions, or timeline requires a written change request and may impact fees and delivery dates.

• Client Deliverables: Subject to full and final payment, IP in bespoke deliverables created specifically for you under an SOW transfers to you, except for Pre-Existing Materials.
• Pre-Existing Materials: Our pre-existing know-how, templates, tools, libraries, frameworks, and generic components remain our property. We grant you a non-exclusive, worldwide, royalty-free license to use such materials solely as embedded in the deliverables.
• Open-Source: We may use open-source components per their licenses and will not knowingly include copyleft components imposing source disclosure on your proprietary code without your consent.

Each party will keep the other’s confidential information strictly confidential and use it only to perform obligations under the SOW. Confidentiality obligations survive termination. A separate NDA may be executed if required.

We implement reasonable security practices consistent with the Information Technology Act, 2000; the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011; and the Digital Personal Data Protection Act, 2023 (to the extent applicable). If we process personal data on your behalf, we act as a data processor and follow your lawful instructions.

• You remain the data fiduciary/controller for your end-user data.
• We will notify you without undue delay on becoming aware of a data breach affecting your data.
• Cross-border transfers, if any, will follow applicable Indian law and contractual safeguards.

The Services may rely on third-party platforms or APIs (e.g., cloud hosting, payment gateways, communications). You are responsible for such third-party accounts, fees, and terms. We are not liable for downtime, limits, or changes to third-party services.

• We warrant performance with reasonable skill and care in accordance with industry standards.
• Unless otherwise stated in the SOW, we provide a 30-day bug-fix warranty from acceptance/handover for defects arising from our work (excludes new features, environment changes, third-party failures, and misuse).
• Except as expressly stated, Services and deliverables are provided “as is” without other warranties (express or implied), including merchantability or fitness for a particular purpose.

To the maximum extent permitted by law, our aggregate liability for all claims arising out of or related to an SOW is limited to the total fees actually paid by you to us under that SOW in the six (6) months preceding the event giving rise to the claim. We are not liable for indirect, incidental, consequential, special, exemplary, or punitive damages, or loss of profits, revenue, data, or business.

You agree to indemnify and hold us harmless from claims arising from (i) materials you provide (including IP infringement), (ii) your misuse of the deliverables, or (iii) breach of these Terms or applicable law.

• These Terms apply from the date you first use our site or engage our Services and continue through any active SOW.
• Either party may terminate an SOW for material breach if not cured within 15 days of written notice.
• On termination, you shall pay for Services performed and approved expenses incurred up to the effective date.
• Sections intended to survive (e.g., IP, confidentiality, data protection, limitation of liability) shall survive termination.

• Both parties will comply with applicable laws, including anti-bribery/anti-corruption laws.
• You shall not use the deliverables for unlawful activities or in violation of export controls or sanctions.

Neither party is liable for failure or delay due to events beyond reasonable control, including natural disasters, acts of government, war, strikes, internet or cloud outages.

Official notices shall be sent by email and/or courier to the addresses specified in the SOW. For general queries, contact support@qbicorn.me.

• These Terms and any SOW are governed by the laws of India.
• Any dispute shall first be attempted to be resolved amicably within 30 days. If unresolved, it shall be referred to arbitration under the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration shall be Bengaluru, Karnataka. Proceedings shall be in English.
• Subject to arbitration, the courts at Bengaluru, Karnataka shall have exclusive jurisdiction.

• These Terms together with the applicable SOW constitute the entire agreement on the subject.
• No waiver is effective unless in writing. If any provision is unenforceable, the remainder stays in effect.
• You may not assign your rights or obligations without our prior written consent.
• We may update these Terms; material changes will be posted with a revised “Last updated” date.