Effective Date: 01-01-2025

1. Introduction

These Terms of Service (“Agreement”) constitute a legally binding agreement between Aarna Tech Consultants Pvt Ltd (“the Company,” “we,” “us,” or “our”) and the client (“Client,” “you,” or “your”). By engaging our services through ATCUALITY, you agree to be bound by this Agreement. Please read these terms carefully before initiating any project.

2. Scope of Services

2.1. Services Provided

• The Company offers software and application development services, including but not limited to digital transformation, metaverse solutions, AR/VR development, blockchain integration, cloud consultancy, and related IT services.
• Services may be rendered on a fixed-fee, hourly, or milestone basis as detailed in the individual project agreement.

2.2. Project Engagement

• A detailed proposal or statement of work (SOW) will outline the project scope, deliverables, timelines, and pricing.
• By accepting the proposal/SOW, you agree to the terms set forth in this Agreement.

3. Client Obligations

3.1. Provision of Information

• You agree to provide accurate and complete information necessary for the successful completion of the project.
• Delays or inaccuracies in the information provided may result in project delays or additional costs.

3.2. Cooperation and Access

• You shall provide timely feedback, access to required systems, and any other assistance necessary for project execution.
• Failure to cooperate may result in project delays or termination of services.

4. Payment Terms

4.1. Fee Structure

• Fees for our services will be clearly defined in the proposal/SOW.
• For milestone-based projects, payments will be linked to the completion of agreed milestones.

4.2. Payment Schedule

• A payment schedule will be outlined in the proposal/SOW. Clients agree to adhere to the schedule, with payments made in a timely manner.
• Late payments may incur additional charges or interest as specified in the agreement.

4.3. Refunds and Cancellations

• Refunds are applicable only if the project has not started or, in milestone-based projects, if a milestone is incomplete. Once work has commenced, refunds will not be provided, except as explicitly stated in a separate Refund and Cancellation Policy.

5. Intellectual Property

5.1. Ownership

• All intellectual property rights in deliverables, including code, designs, and documentation, shall be defined in the proposal/SOW.
• Unless otherwise agreed, the Client will receive a non-exclusive, perpetual license to use the deliverables.

5.2. Pre-Existing Materials

• The Company retains ownership of its proprietary tools, libraries, and methodologies used in the creation of deliverables.
• Any third-party components integrated into the solution will be subject to their respective licensing agreements.

6. Confidentiality

6.1. Definition

• “Confidential Information” includes all non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential.

6.2. Obligations

• Both parties agree to maintain the confidentiality of all Confidential Information and use it solely for the purpose of performing under this Agreement.
• Confidentiality obligations will survive the termination of this Agreement.

7. Warranties and Disclaimers

7.1. Service Warranty

• The Company will perform services in a professional and diligent manner in accordance with industry standards.
• Any warranties on deliverables will be as specified in the proposal/SOW.

7.2. Disclaimers

• Except as expressly provided in writing, all services are provided “as is,” and the Company disclaims all other warranties, whether express or implied, including the warranties of merchantability and fitness for a particular purpose.
• The Company does not warrant that the deliverables will be error-free or uninterrupted.

8. Limitation of Liability

• To the maximum extent permitted by law, the Company’s total liability under this Agreement will not exceed the total fees paid by the Client for the services rendered.
• In no event shall the Company be liable for any indirect, incidental, or consequential damages arising out of or related to this Agreement.

9. Indemnification

• The Client agrees to indemnify and hold harmless the Company, its affiliates, and its respective officers, directors, and employees from any claims, damages, or liabilities arising from the Client’s use of the deliverables or any breach of this Agreement.

10. Dispute Resolution

10.1. Informal Resolution

• Both parties agree to attempt to resolve any disputes arising under this Agreement through amicable negotiations.

10.2. Mediation/Arbitration

• If a dispute cannot be resolved informally, the parties agree to submit to mediation or, if necessary, binding arbitration in accordance with the rules of [Insert Mediation/Arbitration Institution or relevant jurisdiction].
• The decision rendered through arbitration shall be final and binding.

11. Amendments and Termination

11.1. Amendments

• Any amendments to this Agreement must be made in writing and signed by both parties.
• The Company reserves the right to update these terms, with notice provided to Clients for ongoing or future projects.

11.2. Termination

• Either party may terminate the engagement in accordance with the terms specified in the proposal/SOW.
• Termination does not relieve the Client’s obligation to pay for services rendered up to the termination date.

12. Governing Law

• This Agreement is governed by and construed in accordance with the laws of [Insert Jurisdiction], without regard to its conflict of law principles.
• Any legal action related to this Agreement shall be brought exclusively in the courts located within [Insert Jurisdiction].

13. Contact Information

For any questions or clarifications regarding these Terms of Service, please contact:

Aarna Tech Consultants Pvt Ltd
Email: in**@at*******.com
Phone: +91-8986860088
Address: Jamshedpur, India