1. Definitions

“Provider”, “We”, “Us”, “Our” means Company - Ameliorate.
“Client”, “You”, “Your” means the party entering into the agreement for services.
“Services” means the scope of work, deliverables, support, consulting, software, hosting, or other professional services we agree to provide.
“Deliverables” means the tangible results or outputs we are to deliver (designs, code, reports, etc.).
“Agreement” means these Terms & Conditions together with any project proposal, statement of work (SoW), schedule, addenda, or purchase order executed by both parties.
“Confidential Information” means information (written, oral, electronic) disclosed by one party to the other, marked or otherwise reasonably understood as confidential.

2. Scope of Work / Services

We shall perform the Services described in a separate Statement of Work (SoW) / proposal.
Any change in scope must be mutually agreed in writing (a “Change Order”) and may incur extra charges or changes to schedule.
We will use reasonable skill and care, in accordance with industry standards.

3. Client Responsibilities

You must provide timely access to required information, materials, personnel, and approvals.
You warrant that any materials, data, or third-party content you supply do not infringe third-party rights.
You will obtain any necessary licenses, consents, or approvals for content or data you provide.

4. Fees & Payment Terms

Fees shall be as per the agreed proposal / SoW.
Unless otherwise agreed, we may require an upfront deposit / advance (i.e. 50%) before starting work.
The remaining fees will be due as per milestones or on completion as per proposal / Quote or Agreement.
Payments are due within 15 days of invoice. Late payments may incur interest at 1.5% / month or maximum as allowed by law.
All fees are in Indian Rupees (INR) unless otherwise specified, and exclusive of applicable taxes (GST, etc.).

5. Cancellation & Refund Policy

Once the project has been initiated and work has commenced (including planning, design, development, consulting, or any preparatory tasks), no cancellations or refunds will be entertained.
Any advance or milestone payments made are non-refundable.
If you decide to discontinue the project midway, you remain liable to pay for all work completed up to the date of discontinuation, as well as any committed third-party costs (such as licenses, hosting, or vendor fees).
In exceptional cases where cancellation is mutually agreed upon in writing, any refund amount (if any) will be solely at our discretion, after deducting costs for work already performed and expenses incurred.
Delays or project suspension caused by lack of inputs, approvals, or responses from your side will not be considered a valid reason for refund.

6. Delivery & Acceptance

We will deliver the Deliverables as per the schedule in SoW / proposal.
You shall review and accept or provide feedback within 7 to 14 days of delivery.
If no response is given within that time, the Deliverables are deemed accepted.
Any defects or non-conformities identified shall be fixed by us at no additional cost provided they are within the agreed scope.

7. Intellectual Property & Licensing

Unless otherwise agreed, upon full payment, we grant you a non-exclusive, non-transferable license to use the Deliverables for your internal business purposes.
We (or our licensors) retain ownership of our pre-existing IP, tools, methods, templates, libraries, or generic components.
You grant us a license to use any feedback or suggestions you provide, for enhancing our products or services (without identifying you publicly).
If the project uses open-source or third-party components, their license terms shall apply.

8. Confidentiality

Each party shall keep confidential and not disclose or use the other party’s Confidential Information except as necessary to perform the Services.
This obligation survives for 3 years after termination.
Exceptions: information already in public domain (not due to breach), already known by recipient, law/ court order requiring disclosure.

9. Warranties & Disclaimers

We warrant that the Services will be performed with reasonable professional skill and care.
We do not warrant that the Deliverables are error-free or that they will work without interruption or under all conditions.
Except as expressly stated, all other warranties are disclaimed (to the maximum extent allowed by law).
We are not liable for defects caused by your modifications, misuse, or third-party products not under our control.

10. Limitation of Liability

Neither party’s aggregate liability (whether in contract, tort, negligence, etc.) under or related to this Agreement shall exceed the total fees paid by you under the relevant SoW.
In no event shall either party be liable for consequential, incidental, indirect, punitive or special damages (loss of profits, data, business interruption) even if advised of the possibility of such damages.
The above limitations do not apply to liability arising from gross negligence, willful misconduct, fraud, or violation of confidentiality or intellectual property rights.

11. Term & Termination

The Agreement starts on the effective date and continues until completion of Services, unless earlier terminated.
Either party may terminate by written notice if the other party materially breaches and fails to remedy within 30 days of receiving notice.
Upon termination:
a) You pay for all services performed up to termination date (and any accepted deliverables).
b) We will hand over work-in-progress and materials (as permitted).
c) Licenses for any deliverables already paid will continue (unless otherwise agreed).

12. Force Majeure

Neither party is liable for delay or failure to perform due to causes beyond their reasonable control (e.g. natural disasters, pandemic, strikes, war).
The affected party must notify the other promptly, and the time for performance is extended.

13. Non-solicitation / Non-hire

During the Agreement and for 24 months thereafter, you will not directly or indirectly solicit or hire our personnel who worked on your account, unless agreed in writing or via a placement fee.

14. Shipping Policy

Ameliorate provides digital, online, or cloud-based products and services only. No physical shipping or delivery is required. All software licenses, access credentials, or certificates (where applicable) are electronically delivered via registered email or through secure client portals. Clients are responsible for ensuring their provided email and contact details are accurate for successful electronic delivery.

15. Privacy Policy

We are committed to protecting your personal and business data in accordance with applicable data protection and privacy laws. Information collected during the engagement (such as contact details, billing data, and project-related information) is used solely for delivering Services, communication, billing, and support. We do not sell, rent, or share personal information with third parties except as required for service delivery, legal compliance, or with your consent. We employ industry-standard security measures to safeguard your information. Our Privacy Policy shall be read in conjunction with this Agreement and is subject to updates as per our products and services. For full details, please refer to our Privacy Policy document available on our website or upon request.

16. Governing Law & Dispute Resolution

This Agreement is governed by the laws of Goa, India.
Any dispute shall be resolved by mediation / arbitration / courts of competent jurisdiction at Panjim.
The parties may first attempt amicable resolution before initiating formal proceedings.

17. Notices

All notices under this Agreement must be in writing (email to the known address is acceptable) and are effective when delivered.

18. Entire Agreement / Amendments

This Agreement (including SoW, appendices) is the entire agreement between the parties regarding the subject matter, superseding prior proposals or communications.
Any amendment must be in writing and signed by both parties.

19. Severability

If any clause or portion is held invalid or unenforceable, the remainder continues in full force, and parties shall negotiate substitute provision.

20. Waiver

Delay or failure to enforce any right is not a waiver of that right. A waiver must be in writing.

21. Assignment

Neither party may assign or transfer the Agreement (or rights/obligations) without the other’s prior written consent, except in connection with a merger or sale of all/substantially all assets.