Terms of Service

1.1. "Services" refers to web development, software development, digital solutions, and related services provided by Sumigyan.

1.2. "Client" refers to any individual or entity that engages our services.

1.3. "Deliverables" refers to any work product, including but not limited to websites, applications, software, code, designs, and documentation.

1.4. "Intellectual Property" includes all patents, copyrights, trademarks, trade secrets, and other proprietary rights.

2.1. Service Description

We provide comprehensive web development and digital solution services, including but not limited to:

- Full-stack web development

- Custom software development

- E-commerce solutions

- Enterprise system architecture

- Progressive Web Applications (PWAs)

- API development and integration

- Cloud infrastructure management

- Performance optimization

2.2. Project Execution

- We follow Agile development methodology

- Projects are executed in sprint-based delivery cycles

- Implementation of continuous integration/deployment

- Comprehensive quality assurance protocols

- Regular progress reporting and documentation

2.3. Service Limitations

We reserve the right to refuse service to anyone for any reason at any time. Services are subject to availability and technical feasibility.

3.1. Payment Structure

- Initial deposit of 20% of the project value

- Milestone-based payments as outlined in the project proposal

- Final payment due before the transfer of deliverables

3.2. Payment Terms

- Invoices are payable within 15 days of issuance

- Late payments incur a 2% monthly interest charge

- All fees are non-refundable unless explicitly stated

- International transactions may incur additional fees

3.3. Currency and Taxes

- All prices are quoted in Indian Rupees (INR)

- Clients are responsible for applicable taxes

- Currency fluctuation risks are borne by the client

4.1. Ownership

- Upon full payment, clients receive ownership rights to custom deliverables

- Pre-existing intellectual property remains with respective owners

- Third-party components are subject to their respective licenses

4.2. License Grants

- We retain the right to use non-proprietary methodologies

- Clients grant us the right to use their name and project details for portfolio purposes

- Open-source components are subject to their respective licenses

4.3. Restrictions

- Clients may not resell or redistribute our proprietary frameworks

- Modification of source code must comply with applicable licenses

- Client materials must not infringe on third-party rights

5.1. Confidential Information

- Both parties must maintain strict confidentiality

- Protection of trade secrets and proprietary information

- Five-year post-termination confidentiality obligation

5.2. Data Security

- Implementation of industry-standard security measures

- Regular security audits and vulnerability assessments

- Prompt notification of security incidents within 24 hours

5.3. Data Processing

- Compliance with applicable Indian data protection laws, including the Digital Personal Data Protection Act, 2023

- Processing of personal data only as instructed by clients

- Implementation of appropriate technical and organizational measures

6.1. Limitation of Liability

- Aggregate liability limited to fees paid in preceding 12 months

- No liability for indirect or consequential damages

- Force majeure events exempt from liability

6.2. Indemnification

- Clients indemnify us against third-party claims

- We indemnify clients against IP infringement claims

- Mutual indemnification for breach of confidentiality

6.3. Warranty

- Services provided on "as is" basis

- No guarantee of uninterrupted or error-free operation

- 30-day warranty period for reported defects

7.1. Duration

- Terms effective until terminated by either party

- Project-specific terms as per separate agreements

7.2. Termination

- 30 days written notice for convenience

- Immediate termination for material breach

- Survival of relevant provisions post-termination

7.3. Post-Termination

- 60-day transition assistance period

- Secure transfer or destruction of client data

- Settlement of outstanding payments

8.1. Governing Law

- Agreement governed by Indian law

- Exclusive jurisdiction in Bhopal courts

8.2. Resolution Process

- 30-day good faith negotiation period

- Mandatory mediation before litigation

- Binding arbitration under Indian law

8.3. Legal Fees

- Prevailing party entitled to reasonable attorney fees

- Each party bears own costs during negotiation

- Arbitration costs shared equally

9.1. Terms Updates

- We reserve the right to modify these terms

- Notice provided for material changes

- Continued use constitutes acceptance

9.2. Service Modifications

- Right to modify or discontinue services

- Notice provided for material changes

- No liability for service modifications

10.1. Scope

- These clauses apply in addition to the rest of these Terms when we set up, run or manage WhatsApp bots, WhatsApp Business Platform integrations, Instagram automation or AI-based chatbots and workflows for a Client

- Where they conflict with other clauses, these clauses prevail for such services

10.2. Fees and Meta Charges

- Setup fees and recurring monthly fees are as stated in the proposal or invoice, payable in advance for each billing month

- Charges levied by Meta (for example WhatsApp conversation or message charges), by LLM/AI providers and by other third-party platforms are separate from our fees and are borne by the Client, whether billed to the Client directly or passed through by us at cost

- Third-party pricing may change; we are not responsible for such changes

10.3. Meta Platform Policies and Opt-in

- The Client must comply with the WhatsApp Business Terms, WhatsApp Business Messaging Policy, Meta Platform Terms and Instagram policies, as updated from time to time

- Messages may be sent only to people who have given valid opt-in consent, and every opted-out person (for example one who replies "STOP") must be excluded promptly

- The Client must not use the services for spam, unlawful, misleading or prohibited content

- Meta may restrict, suspend or ban accounts or message templates at its discretion; we are not liable for such action or for resulting loss of access, and fees for work already performed remain payable

10.4. AI-generated Responses

- AI responses are generated automatically and may be inaccurate, incomplete or out of date

- We do not guarantee the accuracy, completeness or suitability of AI output, and the Client is responsible for reviewing prompts, knowledge-base content and sensitive use cases

- AI features must not be relied on for legal, medical, financial or other professional advice

- End users are informed that they are interacting with an automated system where required

10.5. Data Roles

- For the Client's customer conversations, leads and contacts, the Client is the data fiduciary / controller and Sumigyan acts as the data processor, processing data only on the Client's instructions

- The Client is responsible for having a lawful basis and valid consent for the data it provides or collects, and for responding to requests from its own customers

- For our own website enquiries and business contacts, Sumigyan is the data fiduciary / controller as described in our Privacy Policy

- Message content may be processed by Meta, hosting providers and AI/LLM providers engaged for the service

10.6. Availability

- We rely on third-party platforms (Meta, hosting and AI providers) and do not guarantee uninterrupted service, message delivery or response times

- The Client may stop the service with 30 days written notice; fees for the notice period remain payable