Client Terms and Conditions

Company: Brainz1.com

1. Validity & Support Period (1 Year): Unless otherwise stated in writing, the delivered Software, including deployment, initial hosting, and limited maintenance, shall be valid for a period of one (1) year from the date of final delivery or go-live confirmation. During the one-year validity period the Company will provide support, minor bug fixes, and assistance as defined in the SOW. After expiry of the one-year period, ongoing maintenance, updates, security patches, and support will be available only under a renewal or Annual Maintenance Contract (AMC) executed between the parties. The Company shall not be liable for software failures, compatibility issues, or security vulnerabilities that arise after the validity period unless a separate support agreement is in place.
2. Intellectual Property & License: Subject to full and final payment, the Company grants the Client a non-exclusive, non-transferable license to use the Software for its internal business operations. The following principles apply:
   • The Company retains ownership of all underlying source code, frameworks, libraries, developer tools, templates, and proprietary methods used in development unless expressly transferred in writing.
   • The Client shall not sublicense, distribute, resell, reverse-engineer, modify, or create derivative works without prior written consent from the Company.
   • The Company may reuse generic components, modules, and non-confidential code for other clients provided they do not disclose the Client’s confidential information.
   Brainz1 reserves the right to investigate, suspend, and/or terminate accounts engaged in prohibited activities and to report such activities to appropriate legal authorities.
3. Payment Terms: Fees, milestones, and payment schedules will be specified in the SOW or quotation. Key terms include:
   • All invoices are payable within the period stated in the invoice. Late payments may attract interest at the rate specified in the SOW.
   • The Company reserves the right to suspend services, access, or deliverables for overdue invoices.
   • Unless otherwise agreed in writing, the Software and deliverables remain the Company’s property until full payment is received.
   • Payments are non-refundable except in cases of material non-performance by the Company as expressly provided under these Terms.
4. Confidentiality: Each party shall keep confidential all proprietary information exchanged during the engagement and shall not disclose such information to third parties except as required by law. The Company may use non-confidential elements of the project (e.g., screenshots or technical stack) for marketing purposes only with the Client’s prior consent.
5. Warranty & Limitation of Liability: The Company provides a limited warranty as follows:
   • The Software will materially conform to the agreed specifications for a period of thirty (30) days following final delivery (the "Warranty Period"). The Company will correct defects reported in writing within this period at no additional charge, provided such defects arise from the Company’s deliverables and not from third-party changes or misuse.
   • The warranty does not cover issues resulting from unauthorized modifications, third-party products, changes in hosting environments, or actions by the Client or third parties.
   • To the maximum extent permitted by law, the Company’s aggregate liability will not exceed the total fees paid by the Client for the specific project that gives rise to the claim. The Company shall not be liable for indirect, incidental, consequential, or special damages including loss of profits, data, or business interruption.
6. Termination: Either party may terminate the engagement by written notice if the other party materially breaches these Terms and fails to remedy the breach within ten (10) business days following written notice. In the event of termination by the Client, the Company shall be entitled to invoice and collect payment for all work performed up to the effective termination date.
7. Data Security & Compliance: The Company implements industry standard security practices during development. Post-deployment, the Client is responsible for ongoing security, backups, and compliance obligations unless otherwise agreed in a separate hosting or AMC. The Client must notify the Company promptly of any security incident affecting the Software.
8. Force Majeure: Neither party will be liable for delays or failures caused by events beyond its reasonable control, including acts of God, government actions, labor disputes, cyberattacks, or network outages. The affected party shall notify the other party and take reasonable steps to mitigate the impact.
9. Governing Law & Jurisdiction: These Terms shall be governed by the laws of India. Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of Nagpur, Maharashtra.
10. Acceptance: By engaging the Company, making payment, or using the delivered Software, the Client acknowledges and accepts these Terms in full. These Terms, together with the SOW and any executed agreements, constitute the entire agreement between the parties.
11. Contact Information:
    📧 founder@brainz1.com
    7035335577