Terms & Conditions

1.1 Packages

1.2 Deliverables

Specific features, pages, designs, copy scope, integrations, and timelines are defined in the Order Form/Proposal and may reference the Service Annexes below.

1.3 Out of Scope

Unless expressly included: custom backend systems, complex ERP/CRM builds, advanced SEO/SEM, legal compliance content, paid ads, copywriting beyond light edits, stock images/licenses, third-party subscription fees, and on-prem deployments.

2.1 Order Form

Engagement begins when you approve our proposal/quote ("Order Form") and pay any required advance.

2.2 Client Inputs

You will provide branding, content, images, legal pages, and required access within agreed timelines. Delays in inputs may extend delivery dates.

2.3 Milestones & Demos

We may share interim demos or staging links.

2.4 Acceptance

A deliverable is deemed accepted on the earlier of: (a) written sign-off; or (b) 5 business days after delivery with no material issues reported.

3.1 Included Revisions (Maintenance Year)

Unless the Order Form states otherwise, maintenance includes 3–5 minor change requests per year (text/image swaps, small section tweaks).

3.2 Beyond Included

Additional changes, new pages, or redesigns are out of scope and billable at our current rates or via a new mini-SOW.

3.3 Urgent Requests

Rush work (<48h turnaround) may incur a surcharge if accepted.

4.1 Fees

Fees are as per the Order Form. (Example structure you may use: Basic first-year fee; Maintenance renewal fee; Premium annual fee. Final binding prices should be in the Order Form.)

4.2 Invoicing & Due Dates

Invoices are due on receipt unless specified. Late payments may pause work and attract late fees as allowed by law.

4.3 Taxes

Fees are exclusive of GST/other taxes; applicable taxes are payable by Client.

4.4 Third-Party Costs

Domains, paid themes, SaaS add-ons, payment gateway fees, chatbot subscriptions, analytics tools, etc. are borne by the Client unless explicitly included.

5.1 Ownership

Domains are registered in Client's name where possible. Client remains responsible for renewals and registrar access.

5.2 Basic Hosting

Static sites use AWS S3 with optional CloudFront and Route 53. We'll configure DNS and SSL where available.

5.3 Premium Hosting

Premium apps use Vercel by default (or another agreed platform).

5.4 Credentials

We may request limited, revocable access tokens/keys purely to configure services; Client should rotate or revoke credentials after delivery.

5.5 Uptime & Platform Limits

Hosting providers' SLAs apply. We are not responsible for third-party outages, rate limits, or platform policy changes.

6.1 Maintenance Plan

On annual renewal we provide:

• Security/patch updates applicable to the hosted stack
• DNS/domain reminders (if we manage)
• Minor content changes (3–5 per year as per §3.1)

6.2 Support Hours

Standard support via email/WhatsApp during business hours (IST). Response times are best-effort unless an SLA is purchased.

6.3 Exclusions

Feature additions, redesigns, performance re-architecture, malware cleanup due to compromised Client plugins/themes, and third-party license renewals are billable.

7.1 Client Content

You warrant you own or have rights to all content (text, images, logos, data) provided to us and that it does not infringe any third-party rights or laws.

7.2 Project IP

Upon full payment, you receive a non-exclusive, perpetual license to use the final site/app and bespoke assets created for you.

7.3 Tools & Frameworks

Fragmasoft retains ownership of pre-existing IP, templates, libraries, internal components, and know-how used to deliver the project. We grant you a license to use such components solely as integrated into your deliverable.

7.4 Portfolio Right

Unless you opt-out in writing, we may display non-confidential screenshots, logos, and links to your site/app in our portfolio and marketing.

8.1 Privacy Policy

Our processing as controller is governed by our Privacy Policy published on our website.

8.2 Processor Role

Where we handle your end-user data to build/host your site/app, we act as processor under your instructions. A Data Processing Addendum (DPA) is available on request.

8.3 Temporary Storage

Project materials may be stored temporarily during the engagement and deleted or returned within [30–90] days post-completion unless law or contract requires longer retention.

8.4 Confidentiality

Both parties must keep non-public information confidential and use it only for the project.

9.1 Client Compliance

You are responsible for the legality of your content, business model, terms, and any required policies (e.g., refunds, delivery, patient data, regulated industries).

9.2 AUP

You must not use the deliverables for illegal content, malware, spam, or rights infringement. We may suspend Services for suspected violations.

10.1 Limited Warranty

For 30 days after acceptance, we will correct reproducible defects directly caused by our code that substantially impair agreed functionality.

10.2 Exclusions

Issues caused by third-party outages, Client changes, unsupported plugins, content edits, or external scripts are excluded.

10.3 General Disclaimer

Except as expressly stated, Services are provided "as is" without warranties of merchantability, fitness for a particular purpose, or non-infringement.

11.1 Limitation

To the maximum extent permitted by law, our aggregate liability for all claims under these Terms is limited to the fees paid to us for the specific Service giving rise to the claim in the 12 months preceding the event.

11.2 No Consequential Damages

We are not liable for lost profits, business interruption, data loss, or indirect/consequential damages.

11.3 Client Indemnity

You agree to indemnify and hold Fragmasoft harmless from claims arising out of your content, unlawful use, or breach of these Terms.

12.1 Term

These Terms apply from order acceptance until Services complete, and continue for maintenance renewals if applicable.

12.2 Termination for Cause

Either party may terminate for material breach not cured within 10 business days after written notice.

12.3 Convenience

If you cancel after work begins, you will pay for work performed and non-recoverable costs to date; any prepaid unused maintenance may be refunded pro-rata at our discretion.

12.4 Suspension

We may suspend Services for non-payment, suspected abuse, or legal compliance reasons.

17.1 Entire Agreement

These Terms + Order Form + annexes/policies constitute the entire agreement and supersede prior proposals.

17.2 Amendments

Changes must be in writing (email suffices) agreed by both parties.

17.3 Assignment

Neither party may assign without consent, except to an affiliate or in a merger/acquisition.

17.4 Severability

If a term is unenforceable, the remainder stays effective.

17.5 No Waiver

Failure to enforce a right is not a waiver.

17.6 Headings

For convenience only.