Terms and Conditions

Welcome to Adrij Software Private Limited! These Terms and Conditions (“Terms”) govern your use of our website development services and your interactions with Adrij Software Private Limited (hereinafter referred to as “we,” “us,” or “our”). By accessing or using our services, you agree to be bound by these Terms. If you do not agree with any part of these Terms, you may not use our services.

1. Acceptance of Terms

By engaging Adrij Software Private Limited for website development services, you acknowledge that you have read, understood, and agree to be bound by these Terms, as well as our Privacy Policy. These Terms constitute a legally binding agreement between you (“Client” or “You”) and Adrij Software Private Limited.

2. Services Offered

Adrij Software Private Limited provides professional website development services, which may include, but are not limited to:

  • Custom website design and development
  • App and Game Development
  • Website redesign and updates
  • E-commerce development
  • Content management system (CMS) integration (e.g., WordPress, Shopify)
  • Responsive design for mobile devices
  • Website maintenance and support
  • Search Engine Optimization (SEO) setup (initial, not ongoing service unless specified)
  • Website hosting setup and recommendations (we do not provide hosting directly unless stated otherwise in a specific contract)
  • Domain name registration assistance

The specific scope of services for each project will be detailed in a separate project proposal, statement of work, or service agreement (“Project Agreement”), which, once signed, will become an integral part of these Terms. In the event of a conflict between these Terms and a Project Agreement, the Project Agreement shall prevail regarding the specific services outlined therein.

3. Client Responsibilities

The Client agrees to:

  • Provide Content: Deliver all necessary text, images, logos, videos, and other content for the website in a timely manner and in the agreed-upon format. Delays in content provision may impact project timelines and costs.
  • Feedback and Approvals: Provide timely feedback, review deliverables, and grant approvals at various stages of the project. Delays in feedback or approvals may result in project delays.
  • Accuracy of Information: Ensure that all information provided to Adrij Software Private Limited is accurate, complete, and legally permissible.
  • Permissions and Licenses: Obtain all necessary licenses, permissions, and consents for any content (text, images, software, etc.) provided to Adrij Software Private Limited for use on the website. The Client indemnifies Adrij Software Private Limited against any claims arising from copyright infringement or lack of necessary permissions.
  • Compliance: Ensure their business practices and website content comply with all applicable local, national, and international laws and regulations.
  • Communication: Maintain open and consistent communication with Adrij Software Private Limited throughout the project.

4. Payment Terms

  • Pricing: All pricing for services will be detailed in the Project Agreement.
  • Deposit: A non-refundable deposit (typically 50% of the total project cost) is required before work commences.
  • Payment Schedule: The remaining balance will be due according to the payment schedule outlined in the Project Agreement (e.g., upon milestone completion, final delivery).
  • Invoicing: Invoices will be issued electronically and are due within [e.g., 7, 14, 30] days of the invoice date.
  • Late Payments: Adrij Software Private Limited reserves the right to charge a late fee of [e.g., 1.5% per month or a fixed amount] on overdue balances. In the event of non-payment, Adrij Software Private Limited may halt work, suspend services (including taking the website offline), and withhold final project files until all outstanding balances are settled.
  • Expenses: Any additional expenses incurred during the project (e.g., third-party software licenses, stock photography, specialized fonts) will be itemized and charged separately, with prior Client approval where significant.
  • Refunds: Deposits are non-refundable. Refunds for other payments will be handled on a case-by-case basis, depending on the stage of the project and the work completed.

5. Intellectual Property

  • Client Content: The Client retains all intellectual property rights to any content, materials, or data provided to Adrij Software Private Limited for the website project.
  • Our Work Product: Upon full and final payment, Adrij Software Private Limited will assign to the Client all intellectual property rights in the final website design, code, and content specifically developed for the Client as part of the Project Agreement. This assignment excludes any third-party components (e.g., open-source software, stock photography) and tools, templates, or methodologies owned by Adrij Software Private Limited that are generally used in our business.
  • Portfolio Rights: Adrij Software Private Limited retains the right to display the completed website and project details in its portfolio and marketing materials for promotional purposes.
  • Software Licenses: The Client understands that certain components, plugins, or themes used in the website may be subject to third-party open-source or commercial licenses. The Client is responsible for adhering to these licenses and purchasing any necessary commercial licenses.

6. Confidentiality

Both parties agree to keep confidential any proprietary or sensitive information disclosed during the course of the project. This includes, but is not limited to, business strategies, financial information, technical specifications, and client lists. This obligation of confidentiality shall survive the termination of this agreement.

7. Limitation of Liability

  • Adrij Software Private Limited will perform its services with reasonable care and skill. However,Adrij Software Private Limited shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses (even if Adrij Software Private Limited has been advised of the possibility of such damages), resulting from:
    • The use or the inability to use the services;
    • The cost of procurement of substitute goods and services resulting from any goods, data, information, or services purchased or obtained or messages received or transactions entered into through or from the services;
    • Unauthorized access to or alteration of your transmissions or data;
    • Statements or conduct of any third party on the services;
    • Any other matter relating to the services.
  • In no event shall Adrij Software Private Limited’s total liability to the Client for all damages, losses, and causes of action (whether in contract, tort, including but not limited to negligence, or otherwise) exceed the total amount paid by the Client to Adrij Software Private Limited for the specific services giving rise to the liability.
  • Adrij Software Private Limited is not responsible for any issues arising from third-party hosting, domain registrars, plugins, themes, or software unless explicitly stated otherwise.
  • Adrij Software Private Limited is not responsible for changes made to the website by the Client or any third party after the project is completed and handed over, that lead to errors or functionality issues.

8. Indemnification

The Client agrees to indemnify, defend, and hold harmless Adrij Software Private Limited, its officers, directors, employees, agents, and affiliates, from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys’ fees) that such parties may incur as a result of or arising from:

  • The Client’s breach of these Terms or any Project Agreement.
  • Any content provided by the Client that infringes upon the intellectual property rights or other rights of any third party.
  • The Client’s use of the website or services.
  • Any claims arising from the Client’s business operations or activities.

9. Termination

  • Either party may terminate a Project Agreement or these Terms for material breach by the other party, provided written notice of the breach is given and the breaching party fails to cure the breach within 15 days of receiving such notice.
  • Upon termination, the Client agrees to pay Adrij Software Private Limited for all services rendered and expenses incurred up to the date of termination. If the termination occurs before full payment is received, intellectual property rights to the work product may not be transferred until all outstanding balances are settled.
  • Adrij Software Private Limited may suspend or terminate services immediately if the Client fails to make timely payments.

10. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of Odisha, India or the state where your company is registered], without regard to its conflict of law principles.

Any dispute arising out of or relating to these Terms or the services provided shall first be attempted to be resolved through good-faith negotiation between the parties. If a resolution cannot be reached through negotiation, the parties agree to [choose one: mediation / binding arbitration / litigation in the courts of Odisha.

11. Changes to Terms

Adrij Software Private Limited reserves the right to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our services after those revisions become effective, you agree to be bound by the revised terms.

12. Contact Information

If you have any questions about these Terms and Conditions, please contact us:

Adrij Software Private Limited
contact@adrijsoftware.com