Terms and Conditions

1. INTRODUCTION AND ACCEPTANCE

These Terms and Conditions ("Terms", “T&Cs”) constitute a legally binding agreement between Silasyn ("Company," "We," "Us," or "Our") and the entity or individual purchasing services ("Client," "Customer," or "You"). By signing a project quotation, paying a deposit, or authorizing the initiation of a project, the Client acknowledges that they have read, understood, and agree to be bound by these Terms & Conditions.

2. SCOPE OF SERVICES & CHANGE CONTROL

2.1. Services:

The Company primarily provides Front-end Website Development and Windows Application Development. Deliverables will be detailed in individual Statements of Work ("SOW") outlining functional specifications, technical criteria, tech stacks, and delivery schedules.

2.2. Third-Party Services:

Upon special request, the Company may facilitate Server Hosting and Domain Name registration configuration. The Client acknowledges that these are unaffiliated third-party services, and the Company acts solely as a technical configuration intermediary. These services are priced separately, and the Company assumes zero liability for data loss, security breaches, performance issues, downtime, or terms of service violations by these third-party providers. All domain names and hosting accounts must be registered directly in the Client's name and paid via the Client's financial instruments. The Client explicitly releases the Company from any claims arising out of initial setup configurations or subsequent third-party platform failures.

2.3. Change Management:

Any addition, deletion, or modification to the scope detailed in an active SOW must be handled via a written change request ("Change Order"). The Company will evaluate the timeline and fee impact and respond within a timeframe as communicated in each individual instance. No out-of-scope work will begin until both Parties execute the corresponding Change Order.

3. CLIENT VERIFICATION, ONBOARDING, & RESPONSIBILITIES

3.1. Identity Verification (KYC):

To prevent fraud and ensure legal compliance, the Company reserves the right to perform Identity Verification before initiating services. Once a project is finalized and an advance deposit is made, the Company may request 2 to 3 distinct forms of Government-Issued and verifiable Identification. The details on these documents must match clearly, and the address must be identical across all provided documents. Any expenditure incurred in the process of verification in the form of mandatory fees or service charges plus taxes etc will be chargeable to the Client in addition to the charges for the project. Failure on part of the Client to cooperate in such verification will result in denial of service by the Company and forfeiture of any deposit already made by the Client.

3.2. Right to Refuse Service & Client Delays:

If the Client fails to provide the requested KYC documentation within seven (7) business days of finalization, provides mismatched or illegible documents, or fails the verification process, the Company reserves the absolute right to deny or suspend service immediately. Furthermore, any timeline delays resulting from the Client's failure to complete onboarding or provide verification credentials shall automatically extend the Company's delivery deadlines on a day-for-day basis without penalty or liability to the Company. Any information provided by the Client prior to finalization of the Project, if found to be false or misleading at any stage of the Project, before or after delivery, will render the agreement null and void with forfeiture of the advance deposit and entitle the Company to claim from the Client any expenditure incurred by the Company on the Project up to the stage of such cancellation.

3.3. Cooperation:

The Client shall provide timely access to necessary business materials, feedback, digital assets (logos, copy, design assets), API keys, and third-party environment access within five (5) business days of a written request from the Company.

3.4. Review & Milestone Sign-Off:

The Client must review each milestone deliverable and provide written acceptance or a detailed list of non-conformities within seven (7) business days of delivery. If no feedback or written rejection is received within this window, the deliverable will be deemed automatically accepted by the Client.

Any invoice tied to a deliverable that has been explicitly accepted or automatically deemed accepted under this Section shall constitute an unequivocal, admitted, and liquidated debt owed by the Client. The Client explicitly agrees that they shall be legally barred from raising retroactive technical disputes, quality complaints, or counter-claims regarding such accepted milestones for the purpose of obstructing summary recovery proceedings or Order 37 suits.

4. QUOTATIONS, TAXES, AND PROJECT INITIATION

4.1. Pricing and Taxes:

All prices displayed on our website or forms are exclusive of taxes. The final fee bill provided to the Client prior to project initiation will include all applicable taxes. The Client agrees to pay the Goods and Services Tax (GST) and any other applicable statutory levies at the prevailing rates mandated under Indian law.

4.2. Binding Agreement:

Project development will strictly not initiate until the Client has signed and agreed to the final fee bill. By signing this bill or confirming the agreement, the Client legally agrees to pay the total due amount in adherence to these Terms.

5. PAYMENT TERMS

5.1. Payment Schedule:

• Upfront Payment: The Client has to pay 50% of the invoice, upfront, which is non-refundable.
• Milestones: Unless stated otherwise in the SOW, interim invoices will be issued upon achieving designated milestones or on a monthly time-and-materials basis. The Client must clear all invoices within fifteen (15) calendar days from the invoice date.
• Final Payment: The remaining balance is due immediately upon completion of the development phase, subject to the Delivery protocol in Section 6.

5.2. No Refund Policy:

The Company maintains a strict No Refund / No Returns policy on all completed or initiated work.

• Exception: In the specific and absolute event that the Company permanently ceases all business operations and undergoes formal corporate dissolution rendering performance structurally impossible, any unearned upfront payment for uncommenced milestones will be refunded in full without interest. This exception is strictly limited to total corporate dissolution initiated by the Company and does not apply to project stalls, internal delays, client inaction, changes in management, third-party dependencies, or standard Force Majeure events under Section 11, where all legitimately completed work and resource allocations remain strictly non-refundable and payable.

6. DELIVERY AND TRANSFER OF INTELLECTUAL PROPERTY

6.1. Proof of Completion:

Upon completion of the development, the Company will provide a "Proof of Work" in the form of a video sample or a live demonstration via a physical or online meeting (mode at the discretion of the Company.)

6.2. Retention of Code:

The source code, files, and final deliverables remain the sole and exclusive property of the Company until the full balance and any additional expenses incurred are paid by the Client. The Company may withhold the delivery of code and administrative access until the payment clears or withdraw access if the payment is reversed due to any reason.

6.3. Custom Deliverables:

Subject to full and final payment of all outstanding invoices due to the Company under the relevant SOW, the Company hereby assigns to the Client all right, title, and intellectual property interest in the custom software code developed explicitly for the Client. This assignment satisfies the provisions of Section 19 of the Copyright Act, 1957.

6.4. Company Background IP:

The Company retains exclusive ownership of all pre-existing tools, proprietary methodologies, background frameworks, libraries, modules, and open-source components utilized during development ("Background IP"). The Company grants the Client a non-exclusive, perpetual, royalty-free, non-transferable license to use this Background IP solely as integrated into the final Deliverables.

7. LATE PAYMENTS, SUSPENSION AND DEFAULT

7.1. Service Suspension:

Late-payment interest is fully governed by Section 5.3 above. Further, if any invoice remains unpaid past its due date, the Company reserves the right to suspend all active development, hosting, deployment, and support services after giving seven (7) days' prior written notice.

7.2. Legal Action & MSEFC Referral:

If payment remains outstanding after a three (3) month over-limit period, the Client is considered in Default. The Company reserves the right to immediately refer the matter to the MSEFC via the MSME Samadhaan portal or initiate legal recovery actions for both principal and statutory compound interest.

8. LIMITED WARRANTY & LIMITATION OF LIABILITY

8.1. Bug-Fix Warranty:

The Company warrants that for a period of thirty (30) days following final delivery ("Warranty Period"), the custom software will function in accordance with the explicit technical specifications in the SOW.

• Definition of Bug: A "bug" is strictly defined as a verifiable failure of the code to perform according to those explicit specifications. To claim warranty support, the Client must submit a formal bug report accompanied by reproducible test cases, error logs, and necessary environment details.
• Exclusions: This warranty does not apply if the software is altered, misconfigured, or modified by the Client or any third party, or if environmental issues are caused by third-party host or server changes. Any modifications, additions, or feature requests submitted after final sign-off fall outside the scope of this warranty and shall be handled exclusively as a billable Change Order pursuant to Section 2.3.

8.2. Liability Cap:

To the fullest extent permitted by law, the Company shall not be liable for any indirect, incidental, special, punitive, exemplary, or consequential damages (including lost profits, revenue, or business data). The Company's total cumulative liability under this agreement or any SOW shall strictly not exceed the total amount paid by the Client to the Company for the specific project in question.

8.3. Data Security and Integrity Disclaimer:

Notwithstanding any other provision of this Agreement, the Company shall under no circumstances be held liable for any direct or indirect damages resulting from:

• (a) Data Loss or Corruption: Any loss, corruption, or alteration of Client data, files, or database structures, whether caused by software error, server failure, third-party intrusion, or negligence.
• (b) Security Breaches: Any unauthorized access, hacking, data breaches, data leaks, or security intrusions affecting the Client's website, application, or hosting environment.
• (c) Third-Party Vulnerabilities: Vulnerabilities arising from third-party libraries, APIs, plugins, or hosting services used in the development process.

The Client acknowledges that it is their sole responsibility to maintain independent backups and ensure the ongoing security configuration of their deployed software.

9. TERM & TERMINATION

9.1. Termination for Convenience:

Either Party may terminate this Agreement or any active SOW at any time, without assigning any reason, by giving at least thirty (30) days' prior written notice to the other Party.

9.2. Termination for Cause:

Either Party may terminate this Agreement with immediate effect if the other Party commits a material breach and fails to cure it within fourteen (14) days of receiving written notice specifying the breach.

9.3. Financial Settlement upon Termination:

Upon termination, the Client shall immediately pay the Company for all completed milestones, hourly work, and pro-rata expenses including third-party payments incurred up to the effective termination date. The Company will hand over work completed up to that point only after receiving full payment.

10. GOVERNING LAW & DISPUTE RESOLUTION

10.1. Governing Law:

This Agreement, and all rights or obligations arising from it, shall be governed by, construed, and enforced in accordance with the laws of India.

10.2. Dispute Resolution & Arbitration:

Any dispute, difference, or claim arising out of or relating to this agreement shall first be attempted to be resolved amicably through mutual negotiations. If negotiations fail within thirty (30) days, the dispute shall be referred to and finally resolved by binding arbitration under the Arbitration and Conciliation Act, 1996 (as amended), with a sole arbitrator mutually appointed by both Parties, seated in Haryana, India.

Notwithstanding the foregoing, the Company reserves the absolute, unrestricted right to initiate summary proceedings, debt recovery actions, or legal suits in local courts where the Company's principal place of business is located (including summary suits under Order 37 of the Code of Civil Procedure, 1908, based on admitted and deemed-accepted debts under Section 3.4) for the recovery of undisputed unpaid invoices regardless of the total outstanding financial threshold, without being subject to mandatory arbitration.

10.3. Exclusive Jurisdiction:

Subject to the arbitration clause above, all disputes and legal matters are subject to the exclusive jurisdiction of Haryana courts only.

11. FORCE MAJEURE

11.1. Force Majeure Event:

Neither Party shall be held liable or deemed in default for any failure or delay in performing its obligations under this Agreement if such failure or delay arises from events beyond its reasonable control. Such events include, but are not limited to, acts of God, natural disasters, war, civil unrest, widespread internet infrastructure collapse, major cloud provider or server outages, severe cyberattacks, power grid failures, or government restrictions and statutory changes.

11.2. Notice and Termination:

The affected Party shall notify the other Party in writing within five (5) business days of the commencement of a Force Majeure event. If the impediment continues for more than forty-five (45) consecutive days, either Party may terminate the active SOW upon written notice, provided that the Client remains liable for all work legitimately completed up to the date of the disruption.