Terms of Service

These Terms of Service ("Terms") govern access to and use of the website at https://techsolace.in (the "Website"), and the engagement of software development, SaaS, custom CRM, AI integration, UI/UX design, and brand identity services (collectively, the "Services") offered by Techsolace Studios("Techsolace", "Company", "we", "us", or "our"), a digital product studio operating from Jaipur, Vizag, Bengaluru, and Kolkata, India, and Melbourne, Australia, since 2022.

By accessing the Website, submitting an enquiry, accepting a proposal, or otherwise engaging Techsolace, you ("Client", "you", or "your") agree to be bound by these Terms. If you do not agree, please discontinue use of the Website and refrain from engaging the Services.

• Agreement: these Terms read together with the applicable Statement of Work, Master Services Agreement, or proposal governing a specific engagement.
• Confidential Information: non-public business, technical, financial, or client information disclosed by one party to the other in connection with an engagement, in any form.
• Deliverables: the software, code, designs, documents, or other work product created by Techsolace specifically for the Client under an engagement.
• Master Services Agreement or MSA: a framework agreement executed between Techsolace and a Client governing one or more Statements of Work.
• Statement of Work or SOW: a document, proposal, or written communication setting out the scope, timeline, milestones, and fees for a specific engagement.
• Third-Party Tools: external platforms and services integrated into Deliverables or used to deliver the Services, including WhatsApp Business API, Razorpay, PhonePe, Meta Ads, GitHub, Google Calendar, Gmail, Delhivery, Claude AI, and ChatGPT.
• Techsolace Pre-Existing IP: frameworks, boilerplate code, internal tools, methodologies, and reusable components owned by Techsolace prior to, or developed independently of, an engagement.

By using the Website or engaging the Services, you confirm that you are at least eighteen (18) years of age and competent to contract under Section 11 of the Indian Contract Act, 1872. If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, in which case "Client" refers to that entity.

Acceptance of a proposal, Statement of Work, or these Terms by email, electronic signature, click-through, or part-performance, such as making a payment or providing onboarding material, constitutes valid acceptance of a binding electronic contract under Section 10A of the Information Technology Act, 2000.

Techsolace provides bespoke software development, SaaS platforms, custom CRM builds, AI integration, UI/UX design, and brand identity services. Engagements typically follow a four-stage process of onboarding, exploration, refinement, and ongoing delivery, as described on the Website, though the specific scope, timeline, milestones, and fees for a given engagement are governed by the applicable SOW, MSA, or written proposal, which forms part of the Agreement by reference. In the event of any conflict between these Terms and a specific SOW or MSA, the terms of the SOW or MSA shall prevail solely in respect of that engagement.

Techsolace and/or its licensors own all intellectual property rights in the material published on the Website, including text, graphics, logos, templates, and blog content. You are granted a limited, non-exclusive, revocable licence to access the Website for personal or business evaluation purposes only, subject to these Terms. You must not:

• republish material from the Website;
• sell, rent, or sub-license material from the Website;
• reproduce, duplicate, or copy material from the Website;
• redistribute content from the Website;
• scrape, data-mine, or use automated means to extract content from the Website;
• reverse engineer, decompile, or attempt to derive source code from any software made available on the Website;
• remove or obscure any copyright, trademark, or other proprietary notice; or
• submit false, misleading, or malicious information through the contact or enquiry forms, or attempt to introduce malware, or gain unauthorized access to Techsolace's systems.

Techsolace may suspend or restrict access to the Website for any person in breach of this Clause 4.

Proposals and quotations issued by Techsolace are valid for the period stated therein, or, if unstated, for thirty (30) days from the date of issue. A binding engagement arises upon written acceptance of a proposal, execution of an SOW or MSA, or commencement of work with the Client's knowledge, whichever is earlier. Requests for work outside the scope of an executed SOW shall be treated as a change request, to be documented and billed separately upon the Client's written approval of the additional scope and fees.

• Fees are as set out in the applicable SOW or proposal, and are exclusive of applicable taxes unless expressly stated.
• Website engagements are ordinarily provided under annual plans. As stated on the Website, agreements are to be signed for a period of one (1) year, and domain, hosting, and email IDs are not included in the packages unless expressly agreed in writing.
• Where a CRM or SaaS solution built by Techsolace integrates a payment gateway such as Razorpay or PhonePe, Techsolace does not store the Client's or its customers' full card or UPI credentials, as described in the Privacy Policy.
• Overdue amounts may result in suspension of work and withholding of Deliverables until the outstanding amount is cleared.
• Cancellations and refunds are governed by Techsolace's separate Refund Policy published at https://techsolace.in/refund-policy, which is incorporated into these Terms by reference.

7.1 Website and Marketing Content

All intellectual property in the Website and Techsolace's marketing and portfolio material is reserved to Techsolace and/or its licensors, and Clause 4 above applies to such content.

7.2 Ownership of Project Deliverables

Subject to full and final payment of all fees due under the applicable SOW, Techsolace assigns to the Client all right, title, and interest in the Deliverables specifically created for that Client, in accordance with Section 18 read with the proviso to Section 19 of the Copyright Act, 1957, this Agreement constituting the written assignment required thereunder. Such assignment excludes Techsolace Pre-Existing IP and Third-Party Components, as described below.

7.3 Techsolace Pre-Existing IP

Techsolace retains ownership of all Techsolace Pre-Existing IP embedded within or used to create the Deliverables, and grants the Client a perpetual, non-exclusive, royalty-free, worldwide licence to use such Techsolace Pre-Existing IP solely as incorporated within the Deliverables, for the Client's internal business purposes.

7.4 Third-Party Components

Deliverables may incorporate open-source libraries, licensed fonts, stock imagery, or Third-Party Tools such as WhatsApp Business API, Razorpay, PhonePe, GitHub, Google Calendar, Gmail, Meta, Delhivery, Claude AI, and ChatGPT. Such components remain governed by their respective licences and terms of service, and the Client's use of the Deliverables is subject to compliance with those licences and terms.

7.5 Portfolio Rights

Unless the Client objects in writing prior to delivery, Techsolace may showcase non-confidential aspects of completed work, including screenshots and case study descriptions, in its portfolio and marketing materials.

Personal data and Service Data arising from an engagement are handled in accordance with Techsolace's Privacy Policy, published at https://techsolace.in/privacy-policy, which is incorporated into these Terms by reference.

Each party shall protect the other's Confidential Information using at least the same degree of care it applies to its own confidential information, and not less than reasonable care, and shall not disclose such information to any third party except to personnel, advisors, or sub-processors bound by equivalent confidentiality obligations, or as required by law. This obligation survives for three (3) years after termination of the engagement, and indefinitely in respect of trade secrets. This Clause 8 does not apply to information that is publicly available through no fault of the receiving party, was independently developed without reference to the disclosing party's Confidential Information, or was rightfully received from a third party without restriction.

Techsolace may use, and may build into Deliverables, AI tools including Claude AI and ChatGPT, to accelerate design, development, drafting, and support functions. AI-generated content or code may contain inaccuracies or errors, and the Client is responsible for independently reviewing and testing all AI-assisted Deliverables prior to deployment or reliance, particularly for regulated or compliance-sensitive use cases. Techsolace does not warrant that AI-generated outputs are free of third-party intellectual property claims arising from the training data or architecture of the underlying model, to the extent such matters are outside Techsolace's control.

Services may integrate with Third-Party Tools such as WhatsApp Business API, Razorpay, PhonePe, Meta Ads, GitHub, Google Calendar, Gmail, and Delhivery. Techsolace is not responsible for downtime, policy changes, pricing changes, data-handling practices, or discontinuation of any Third-Party Tool by its respective operator. The Client's use of a Third-Party Tool is additionally governed by that Third-Party Tool's own terms of service and privacy policy, and the Client is responsible for maintaining its own account and compliance with such terms.

Techsolace warrants that it shall perform the Services with reasonable skill and care, consistent with prevailing industry standards, using appropriately qualified personnel.

Except as expressly stated in this Clause 11, the Website and all materials are provided on an "as is" and "as available" basis, without warranty of any kind, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, non-infringement, or that the Services will be uninterrupted, timely, secure, or error-free.

Client warrants that any content, data, or brand assets supplied to Techsolace for incorporation into Deliverables do not infringe the intellectual property or other rights of any third party, and that the Client holds all licences and consents necessary for Techsolace's use of such material as instructed.

To the maximum extent permitted under the Indian Contract Act, 1872, and other applicable law, Techsolace's aggregate liability arising out of or relating to an engagement, whether in contract, tort, or otherwise, shall not exceed the total fees actually paid by the Client to Techsolace for the specific Deliverable or Service giving rise to the claim in the twelve (12) months preceding the event giving rise to liability.

Neither party shall be liable to the other for indirect, incidental, consequential, special, exemplary, or punitive damages, including loss of profit, revenue, data, or goodwill, even where advised of the possibility of such damages.

Nothing in this Clause 12 limits or excludes liability for fraud, wilful misconduct, gross negligence, or death or personal injury caused by negligence, or any other liability that cannot lawfully be limited or excluded.

Client agrees to indemnify and hold harmless Techsolace, its directors, employees, and contractors from and against claims, damages, liabilities, and costs, including reasonable legal fees, arising from (a) Client's breach of these Terms, (b) content or data supplied by Client that infringes third-party rights or violates applicable law, or (c) Client's misuse of the Deliverables or any Third-Party Tool.

Techsolace agrees to indemnify Client against third-party claims that a Deliverable, excluding Client-supplied content and Third-Party Components, infringes a registered Indian copyright or trademark, subject to Techsolace's right, at its option and as its sole obligation in respect of such claim, to cure the infringement, replace the infringing element, or refund the fees paid for the affected Deliverable.

• These Terms apply from the Client's first access to the Website or engagement of the Services and continue until terminated.
• Either party may terminate a SOW for convenience upon thirty (30) days' written notice, subject to payment for work performed and non-cancellable costs incurred up to the effective date of termination.
• Either party may terminate immediately upon written notice if the other party commits a material breach that remains uncured fifteen (15) days after written notice of such breach, or upon the other party's insolvency, liquidation, or analogous proceeding.
• Upon termination, Client shall pay all fees for work completed to the date of termination, and Techsolace shall hand over or delete Service Data in accordance with Clause 8 and the Privacy Policy.
• Clauses relating to intellectual property, confidentiality, warranties, limitation of liability, indemnification, and dispute resolution survive termination of the engagement.

Neither party shall be liable for any delay or failure to perform its obligations, other than payment obligations, arising from events beyond its reasonable control, including natural disasters, pandemics, war, civil unrest, strikes, internet or power outages, governmental action, or failure of a Third-Party Tool, provided the affected party gives prompt notice to the other and uses reasonable efforts to mitigate the impact and resume performance.

Techsolace acts as an independent contractor in delivering the Services. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between Techsolace and the Client.

Client may not assign or transfer its rights or obligations under these Terms without Techsolace's prior written consent. Techsolace may assign these Terms, in whole or in part, in connection with a merger, acquisition, corporate reorganisation, or sale of substantially all of its business assets, upon notice to the Client.

Notices under these Terms shall be in writing and delivered by email to the addresses designated by each party for that purpose, Techsolace's designated address being [email protected], and shall be deemed received upon confirmation of transmission, absent evidence of non-delivery.

The parties shall first attempt, in good faith, to resolve any dispute arising out of or relating to these Terms or an engagement through negotiation between their respective authorised representatives within thirty (30) days of a written notice of dispute.

Failing amicable resolution, the dispute shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, conducted by a sole arbitrator appointed by mutual agreement of the parties, or, failing such agreement within thirty (30) days, in accordance with the provisions of that Act. The seat and venue of arbitration shall be Jaipur, Rajasthan, and the language of arbitration shall be English. The arbitral award shall be final and binding on the parties.

Nothing in this Clause 19 prevents either party from seeking urgent interim relief from a court of competent jurisdiction under Section 9 of the Arbitration and Conciliation Act, 1996.

These Terms are governed by the laws of India. Subject to Clause 19, the courts at Jaipur, Rajasthan shall have exclusive jurisdiction over any matter arising out of or in connection with these Terms that is not referred to arbitration.

In accordance with the Information Technology Act, 2000, and the rules made thereunder, and the Consumer Protection Act, 2019, and the Consumer Protection (E-Commerce) Rules, 2020, to the extent applicable, grievances relating to the Website or Services may be addressed to the Grievance Officer at the details below. The Grievance Officer shall acknowledge a complaint within forty-eight (48) hours and endeavour to resolve it within thirty (30) days, or such shorter timeline as may be prescribed by applicable law.

• Grievance Officer: Pranav Kumar, Co-Founder & COO, Techsolace Studios
• Email: [email protected]

Techsolace may revise these Terms from time to time. Material changes will be notified through a notice on the Website or by email at least fifteen (15) days before taking effect. Continued use of the Website or the Services after such changes take effect constitutes acceptance of the revised Terms. A Statement of Work already executed remains governed by the version of these Terms in force on its execution date, unless the parties agree otherwise in writing.

If any provision of these Terms is found invalid or unenforceable by a court or tribunal of competent jurisdiction, the remaining provisions shall continue in full force and effect, and the invalid provision shall be deemed replaced by a valid provision that most closely reflects the original intent of the parties.

These Terms, together with the Privacy Policy, the applicable SOW(s) or MSA, and any other document expressly incorporated by reference, constitute the entire agreement between the parties in respect of their subject matter, and supersede all prior agreements, representations, and understandings, whether written or oral.

No failure or delay by either party in exercising any right under these Terms shall operate as a waiver of that right, nor shall any single or partial exercise of a right preclude any other or further exercise of that right.

• Techsolace Studios
• Email: [email protected]
• Phone: +91 90012 67169
• Offices: Jaipur · Vizag · Bengaluru · Kolkata (India) · Melbourne (Australia)