Terms of Service & Master Agreement

1. Scope of Engagement & Statements of Work

All engineering, software development, design, and cloud operations services rendered by DigantaLabs are executed pursuant to written Statements of Work ("SOW"), Project Proposals, or Digital Service Agreements mutually countersigned by authorized representatives of both parties.

Each SOW establishes the specific sprint deliverables, acceptance criteria, milestone timelines, technical architecture, and commercial fee structures. In the event of any direct conflict between the terms of an executed SOW and these Terms of Service, the provisions of the SOW shall prevail solely with respect to that specific project engagement.

2. 100% Intellectual Property Assignment & Ownership Transfer

DigantaLabs affirms our philosophy of transparent, client-first partnership:

3. Code Warranty & 90-Day Stabilization SLA

DigantaLabs stands behind the quality of its engineering craft with a comprehensive post-deployment warranty:

4. Platform Availability & Infrastructure SLAs

Where DigantaLabs provides continuous managed cloud operations, VPS hosting, dedicated server orchestration, or database maintenance, we commit to an infrastructure uptime Service Level Agreement of 99.99% across each calendar month (excluding scheduled maintenance windows communicated at least 48 hours in advance).

Managed support incidents are categorized under strict response time thresholds:

5. Client Obligations & Access Provisioning

Timely delivery depends upon mutual operational agility. The Client agrees to:

• Designate a primary product owner with authority to provide technical direction, approve design comps, and sign off on milestone deliverables.
• Provide prompt access to necessary third-party cloud environments (AWS/GCP/Cloudflare), API keys, and sandbox credentials within three (3) business days of request.
• Review sprint demos and deliverables within five (5) business days of submission. If no formal objections or revisions are lodged within this window, deliverables shall be deemed accepted.

6. Commercial Invoicing & Milestone Escrow

Commercial fees are billed in accordance with the payment milestones set forth in the applicable Statement of Work. Unless otherwise specified in writing:

• Milestone Invoicing: Projects typically utilize a milestone schedule (e.g. Initial Architectural Discovery & Setup, Core System Implementation, QA Verification, and Final Production Handover).
• Payment Terms: Invoices are payable within fourteen (14) calendar days of receipt via domestic bank transfer (NEFT/RTGS/IMPS), international wire (SWIFT), or approved corporate credit channels.
• Taxes: Fees are exclusive of applicable Goods and Services Tax (GST in India) or cross-border withholding taxes, which shall be itemized separately on each invoice.

7. Confidentiality & Mutual Non-Disclosure

Both parties acknowledge that in the course of engagement, confidential information, proprietary algorithms, financial data, and technical architectures ("Confidential Information") will be disclosed.

Each party covenants to: (i) hold all Confidential Information in strict confidence using at least the same degree of care it employs for its own proprietary assets; (ii) not disclose Confidential Information to any third party without prior written consent; and (iii) restrict access exclusively to employees, contractors, and legal advisors with a legitimate need to know who are bound by confidentiality obligations at least as restrictive as these terms.

8. Limitation of Liability & Indemnity

To the maximum extent permitted by applicable law:

• Consequential Damages Waiver: Neither party shall be liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or business opportunities.
• Aggregate Liability Cap: The total aggregate liability of either party arising out of or related to any SOW shall not exceed the total fees actually paid by the Client to DigantaLabs under that specific SOW during the twelve (12) months preceding the incident.
• Mutual Indemnification: DigantaLabs agrees to defend and hold harmless the Client against any third-party claim alleging that the bespoke Deliverables infringe a valid copyright or trade secret. The Client agrees to defend and hold harmless DigantaLabs against any claim arising from materials, specifications, or data provided by the Client.

9. Project Acceptance & Handover Protocol

Upon project completion, DigantaLabs conducts a formalized handover protocol including:

10. Governing Law & Dispute Resolution

These Terms and all related commercial agreements shall be governed by, and construed in accordance with, the laws of the Republic of India, without regard to principles of conflicts of law.

Any dispute, controversy, or claim arising out of or in connection with these Terms shall first be resolved through good-faith executive negotiations. If unresolved within thirty (30) days, the dispute shall be referred to and finally resolved by binding arbitration under the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration shall be Uttar Pradesh, India. The arbitration proceedings shall be conducted in English.