Terms and Conditions

Master Services Agreement (Terms & Conditions)

Last Updated: October 11, 2026 (Part B added for SaaS products, platforms and subscriptions; Part A last revised July 18, 2025)

This Master Services Agreement ("Agreement") is entered into by and between:

Grocito Online Private Limited (hereinafter referred to as the "Company," "we," "us,", "Grocito," or "our"), a company with its principal place of business in J979, C/o Hanuman Sahay Gupta, Raja Colony, Dausa (303303), ROC-Jaipur, Rajasthan, India.

AND

The Client (hereinafter referred to as the "Client," "you," or "your"), the individual or entity engaging the Company for professional services.

This Agreement is in two parts: Part A (Clauses 1 to 17) governs project-based services, and Part B (Clauses 18 to 31) adds terms for SaaS products, platforms, subscriptions, plans, third-party integrations and dependencies. It governs all services provided by the Company to the Client, including those detailed in any Project Proposal. By engaging the Company, you confirm that you have read, understood, and agree to be legally bound by these terms. This Agreement supersedes all prior discussions and writings.

1. DEFINITIONS

Services: All work provided by the Company, including but not limited to website design and development, application (app) design and development, digital marketing, UI/UX design, hosting, consulting, and support.

Project Proposal/Quotation: A formal document or written communication from the Company detailing the scope of work, deliverables, timeline, and fees for a specific project.

Deliverables: The final, tangible outputs of the Services as specified in the Project Proposal (e.g., website source code, compiled application, design files, marketing reports).

Client Content: All materials provided by the Client, including text, images, logos, branding guidelines, data, and access credentials.

Company IP: All pre-existing intellectual property owned by or licensed to the Company, including our proprietary source code, software, tools, frameworks, methodologies, and know-how.

Custom IP: The unique design elements and custom code created by the Company specifically for the Client's project as part of the Deliverables.

Change Order: A formal written request to alter the scope of work defined in an active Project Proposal.

Working Days: Refers strictly to Monday through Saturday, excluding Sundays and public holidays recognized by the Government of Rajasthan or the Government of India. Any timeline expressed in 'days' shall be interpreted as 'Working Days' unless explicitly stated otherwise.

2. SCOPE OF SERVICES & CHANGE ORDERS

2.1. Project Proposal: All Services shall be governed by a Project Proposal, which becomes binding upon the Client's written acceptance or payment of the initial deposit.

2.2. Change Orders: Any work requested by the Client that falls outside the agreed-upon scope will require a Change Order. The Company will evaluate the request and provide a revised estimate for cost and timeline adjustments. No out-of-scope work will commence until the Client approves the Change Order in writing.

2.3. Timeline Suspension: If the Client fails to provide required content, approvals, or feedback within the stipulated timelines, the Company may pause the timeline. Delivery and milestone dates will be adjusted accordingly, and Grocito shall not be liable for delays caused by such inaction. The Project Timeline is an estimate, not a fixed deadline. The timeline shall be automatically extended, without penalty to the Company, in the following scenarios:

• Feedback Delay: For every day the Client delays in providing content or feedback beyond the 5-day window (Clause 3.2), two (2) Working Days will be added to the final deadline.
• Technical Criticality: If a project involves complex logic, third-party API bugs, or unforeseen technical hurdles ('Criticality'), the Company reserves the right to extend the timeline by up to 20% of the original duration by providing written notice to the Client.
• Scope Creep: Any Change Order or 'minor' enhancement requested automatically resets the timeline for the affected module.

2.4. The "Explicit Inclusion" Rule: The Project Proposal/Quotation covers only the features, modules, logic, formulas, and backend functions explicitly listed in writing. Any development requirement—regardless of how small or how much time it takes—that was not clearly informed by the Client during the initial meeting and mentioned in the Quotation will be treated as a separate enhancement and quoted accordingly.

2.5. Post-Development Logic: Any logic or functional changes requested after the backend architecture has been developed according to the initial Quotation will incur additional charges, even if the change appears minor.

2.6. Entirety of Scope: The Company shall only be obligated to perform the work explicitly listed in the written Quotation. No verbal agreements, phone conversations, or Slack/Teams/WhatsApp messages shall be considered part of the project scope unless they are formally integrated into a revised Quotation or a signed Change Order. The Client acknowledges that any 'expectations' not written in the Quotation do not exist for the purpose of this Agreement.

3. CLIENT OBLIGATIONS & RESPONSIBILITIES

3.1. Provision of Materials: The Client agrees to provide all necessary Client Content in a timely manner. The Company is not responsible for delays caused by the Client's failure to do so.

3.2. Feedback and Approvals: The Client shall provide feedback, revisions, and approvals within five (5) business days of a request. Failure to do so may result in project delays and potential cost adjustments. If no feedback is provided within this period, the submitted work will be deemed approved. All feedback must be submitted in a single, consolidated document or email per milestone. The Company will not begin work on revisions until a complete list is received. Scattered feedback via multiple channels (Calls, WhatsApp, and Email) will be ignored to prevent version-control errors, and the 5-day feedback clock (Clause 9.2) will continue to run until a consolidated list is provided.

3.3. Designated Contact: The Client will appoint a single, authorized point of contact to streamline communication and decision-making.

3.4. Legal Compliance: The Client warrants that all Client Content is lawful, owned by the Client or properly licensed, and does not infringe upon the intellectual property or other rights of any third party.

3.5. Compliance with Third-Party Licenses: The Client warrants that any third-party assets (tools, plugins, fonts, APIs, etc.) they provide or request to be used are properly licensed and authorized. The Client shall indemnify the Company for any liabilities arising from unauthorized use.

3.6. Design Reference Protocol: If the Client intends for the Company to replicate a specific design (e.g., Figma, AI-generated references, or third-party websites), such references must be provided before the acceptance of the Quotation. If no reference is provided at the start, the Company will create a custom design based on professional standards. Any attempt to introduce a reference design after development has started will be treated as a Change Order (Clause 2.2).

4. PROHIBITED CONTENT AND ACTIVITIES (ACCEPTABLE USE POLICY)

The Client agrees not to provide, request, or use the Services or Deliverables to host, display, upload, modify, publish, transmit, or share any information that:

• Violates Ownership Rights: Belongs to another person and to which the Client does not have any right.
• Is Harmful or Unlawful: Is defamatory, obscene, pornographic, paedophilic, invasive of another's privacy, harassing, libellous, racially or ethnically objectionable, or otherwise illegal in nature.
• Is Misleading or Fraudulent: Impersonates another person or misleads the addressee about the origin of a message.
• Promotes Hate or Violence: Threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign States, or public order, or causes incitement to the commission of any cognisable offence.
• Harms Minors: Is harmful to children in any way.
• Infringes Intellectual Property: Infringes any patent, trademark, copyright or other proprietary rights.
• Contains Malicious Software: Contains software viruses or any other computer code, file or program designed to interrupt, destroy or limit the functionality of any computer resource.
• Violates Applicable Laws: Contravenes any law for the time being in force.

5. SERVICE-SPECIFIC TERMS

5.A. Digital Marketing Services

• Scope: Services may include SEO, SEM, SMM, Email Marketing, Content Creation, and Performance Reporting.
• Content Ownership: Upon full payment for the service period, the Client owns the rights to all content created for them. We retain the right to showcase non-confidential work in our portfolio.
• Revisions: The Client is entitled to two (2) rounds of revisions per content piece, to be requested within seven (7) days of delivery. Additional revisions may incur extra charges.
• Performance Disclaimer: While we strive for optimal results, we do not guarantee specific outcomes, rankings, or ROI due to the dynamic nature of digital platforms.
• Third-Party Platforms: The Client agrees to the terms of any third-party platforms used (e.g., Google Ads, Meta) and is responsible for all associated ad spend and fees.

The Client is solely responsible for ensuring that any email lists, SMS contacts, or customer data provided to the Company for marketing purposes comply with applicable anti-spam and privacy laws (e.g., CAN-SPAM, GDPR, TRAI guidelines). The Company is not liable for penalties resulting from the Client's unverified contact lists.

5.B. SEO Responsibility in Website Development

a) Basic SEO Only: The SEO services included with website development from Grocito are strictly limited to basic SEO configuration for the main domain homepage/index page only. This covers: Placement of default meta tags (such as title, description, and keywords) in the index or main template file, Basic page-level setup based on the launch version of the site, Submission of the website to Google Search Console (Optional).

b) No Internal Page or Advanced SEO: Grocito's basic SEO does not include keyword research, on-page optimization, meta data configuration, or SEO technical setup for internal/sub-pages. The scope and method of internal page SEO vary greatly depending on the technology stack (e.g., static website vs. CMS vs. SPA frameworks) and are not included by default.

c) To receive advanced or ongoing SEO services: including but not limited to: SEO audits, keyword research, page-by-page optimization, content improvement, technical SEO, link building, analytics/reporting, or extensive setup across the entire site - the client must contact Grocito's sales team to request a separate proposal and quotation for "Advanced SEO." These services incur additional charges and are not covered under standard website packages. Any work beyond the agreed scope will require a new Change Order and may incur additional fees.

d) Client Implementation: If the client makes structural, content, or code changes after project go-live, Grocito is not responsible for the ongoing SEO performance or configuration of the website, unless a separate maintenance or SEO agreement exists.

e) Limitation of Outcome: Grocito does not guarantee specific rankings, traffic increases, or search engine placement as part of any SEO service.

5.C. App Store & Play Console Terms

• Submission Responsibility: The Client is responsible for providing accurate information for app submission. We assist in preparing and submitting the app, but final approval lies with Google and Apple.
• Developer Accounts: The Client must provide access to their respective developer accounts. We do not create or manage developer accounts unless explicitly agreed upon.
• Compliance: The Client is ultimately responsible for ensuring the app complies with all Google Play Store and Apple App Store policies.
• Review & Approval: We are not liable for delays or rejections caused by non-compliance or other issues beyond our direct control. Support for resolving issues flagged during review may incur additional charges.
• Fees: The Client is responsible for all fees associated with developer accounts, app submissions, or in-app purchases.
• Deliverable Use Limitations: The Client may use final Deliverables solely for their internal operations unless explicitly agreed. Resale, sublicense, redistribution, or commercial sharing of Deliverables to third parties is prohibited unless otherwise stated in writing.

5.D. Design Revisions & Appearance

a) Revision Limit: Unless otherwise stated in the Quotation, the Client is entitled to only one (1) round of consolidated revisions for the overall design appearance for Website or App or Platform or Panel.

b) Granular Changes: Modifications to specific elements—including but not limited to font types, font sizes, color palettes, section layouts, card designs, or content positioning—requested after the initial revision round will be billed as extra revisions.

c) Grocito's Discretion: The final decision on whether a requested feedback item falls within the original scope or constitutes an 'enhancement' rest solely with Grocito and its technical or developer team.

6. INTELLECTUAL PROPERTY, SOURCE CODE & THIRD-PARTY INTEGRATIONS

6.1. Ownership of Company IP: The Company retains full and exclusive ownership of all Company IP. Any suggestions, enhancements, or feedback provided by the Client regarding Company IP shall become the sole property of the Company without any obligation of compensation.

6.2. Ownership of Source Code: Upon the Company's receipt of full and final payment, ownership of the Custom IP, including the final deliverable source code, is transferred to the Client. Until then, all rights remain with the Company.

6.3. License to Client: Upon full payment, the Client is granted a perpetual, non-exclusive, non-transferable license to use any Company IP embedded within the final Deliverables.

6.4. Right to Showcase: We retain the right to display the completed project in our portfolios and marketing materials unless a separate NDA prohibits it. While the Company may showcase the work, the Client may not use the Company's logo or trademarks to imply an endorsement of the Client's business without express written consent.

6.5. Code Reuse: We reserve the right to reuse generic, non-proprietary components, modules, or frameworks developed during the project in future work.

6.6. Third-Party Integrations: The project may involve integrating third-party APIs, plugins, or SDKs. The Client consents to their use and is responsible for any separate licensing fees and for adhering to their terms. We are not liable for the performance, security, or reliability of third-party services.

6.7. Restrictions on Company IP: The Client shall not remove attributions, reverse engineer, decompile, or attempt to extract Company IP from the Deliverables or reuse it outside the intended scope.

6.8. Transition Assistance Upon Termination: Upon termination and upon written request, the Company will provide reasonable transition assistance to the Client, including file handover or system export, subject to additional mutually agreed fees.

6.9. "Work-for-Hire" vs. "License" Clarification: Until 'Full and Final Payment' is received, the Client is granted only a temporary, revocable license to review the Deliverables for testing purposes. Any unauthorized use, publication, or deployment of the Deliverables prior to final payment shall be considered a material breach and copyright infringement.

6.10. Technical Limitations: Services are provided based on the specific technology stack (e.g., PHP, React, WordPress, Next js, Node js, Flutter etc.) mentioned in the Quotation. If a Client requests a feature that requires a different architecture or third-party paid tool not mentioned in the Quotation, it will be treated as an out-of-scope enhancement regardless of the perceived 'simplicity' of the request.

6.11. AI Disclosure: The Company may utilize AI-assisted tools for development. All deliverables are reviewed by the Company's technical team for quality and security; the use of such tools does not alter the transfer of Custom IP to the Client.

7. HOSTING, SERVER & DOMAIN SERVICES

7.1. Client Responsibility: The Client is responsible for purchasing and maintaining their own hosting, server configurations & services, and domain names.

7.2. Grocito-Facilitated Services & Third-Party Infrastructure: When the Company provisions hosting, VPS, or cloud servers (e.g., AWS, Google Cloud, DigitalOcean) on behalf of the Client, the Company acts solely as a technical facilitator. The underlying infrastructure is governed by the respective third-party provider's terms, acceptable use policies, and Service Level Agreements (SLAs). The Client agrees to pay all applicable charges in advance. The Company is not liable for hardware failures, network outages, or data loss originating at the third-party data center level.

7.3. Free Hosting Branding: If the Company provides free hosting, we reserve the right to display a note such as "Website Maintained and Developed by Grocito" or similar branding in the website footer.

7.4. Free Hosting Period, Conditions & Limitations: Free hosting is offered only for a limited period, determined according to the nature of the project, and may range from 1 month up to a maximum of 12 months. The eligibility period shall be explicitly specified in the official quotation or agreement; no verbal communication or informal promise will be valid.

• Free hosting is restricted to one time per client and offered to limited customers solely at the discretion of Grocito's sales team.
• Grocito reserves the right to cancel or suspend free hosting at any time to manage server load, business needs, or on giving the client 15 days' written notice to procure alternate hosting or server.
• If the client wishes to migrate or transfer the project from Grocito's server to their own hosting/server, Grocito may charge a migration fee, dependent on project complexity and work required, before processing the transfer.
• Free hosting is suitable only for basic websites or the initial project phase and is subject to limited storage, bandwidth, and server resources as stated in the quotation. Exceeding these limits will require an upgrade to a paid hosting plan or transfer off the Grocito platform.

7.5. Renewals: The Client is responsible for the timely renewal of all hosting and domain services. Failure to renew may result in suspension or permanent deletion of hosted content.

7.6. Termination of Hosting: Upon termination of hosting services, all hosted data will be retained for a grace period of fifteen (15) days before permanent deletion.

7.7. Hosting Technology & Provider: Grocito may provision hosting on any type of technology or provider, including but not limited to Web Hosting, Cloud Hosting, VPS, Dedicated Server, or AWS and other third-party platforms. The choice of platform, configuration, and hosting provider is at the sole discretion of Grocito.

The client cannot require Grocito to use or deploy on a specific hosting environment or vendor. Requests to use a particular provider may only be considered under a separately scoped agreement and may incur additional cost or require operational reviews.

7.8. Hosting Service Level (For Paid Hosting): For paid hosting services facilitated by Grocito, the Company targets 99.5% uptime monthly, excluding planned maintenance windows, force majeure events, and any external dependencies outside Grocito's control (e.g., upstream provider outages).

Grocito does not provide specific performance guarantees, security guarantees, or support commitments beyond the general scope and SLA mentioned in the official quotation.

The Company may, at its discretion, initiate measures for traffic management, resource limitations, or security protocols as necessary for the stable operation of its hosting environment.

7.9. Backup Policy (For Paid Hosting): Data backups are performed daily for paid hosting plans. Clients should maintain an independent backup plan for mission-critical data and content. Grocito is not liable for data loss caused by client-side errors, corruption, third-party systems, or factors beyond Grocito's operational control.

7.10. Auto-Renewal (For Hosting & Support Plans): Unless otherwise agreed, all recurring services such as hosting, maintenance, and support are set to auto-renew at the end of the term. Either party can opt out by giving written notice 15 days before renewal.

7.11. Project Migration Requests: A client may request in writing to migrate/transfer their project from Grocito's hosting/server to their own/organizational hosting/server at any time. In this event:

• Grocito may charge a migration or service transfer fee based on the work required for site/app packaging, data export, compatibility checks, and file logistics.
• The Client must ensure their hosting/server is fully set up and ready for deployment, including installation of all required extensions, plugins, environmental dependencies, SSH/terminal access, and all necessary administrator permissions.
• Grocito's responsibility is strictly limited to the act of project migration/transfer. The Company will not provide hosting/server setup, operating system configuration, software installation, network setup, or ongoing server management for third-party environments unless expressly agreed in a separate scope.
• Once the project has been migrated/handed over, Grocito takes no responsibility for the stability, security, performance, or further maintenance of the project on the new environment. If the client or their agents or their developer or local admin or network admin or server company make any changes (structural, content, or code) after the transfer, Grocito reserves the right to terminate any ongoing maintenance and support, and is not liable for any loss or issues arising from post-transfer modifications.

These points will ensure your terms are clear:

• Free hosting is time-limited, only in writing, at Grocito's discretion, and may be canceled with notice.
• Technology selection rests solely with Grocito.
• Paid hosting/SLAs are at Grocito's terms.
• Project/server migration is a paid, one-time handover; Grocito has no further technical responsibilities post-transfer.

7.12. Server Security, Malware & Hacks: While the Company provisions servers with standard baseline security configurations, no server environment is 100% secure. The Company is not liable for website compromises, malware infections, ransomware, DDoS attacks, or data breaches resulting from out-of-date third-party plugins, weak Client passwords, or sophisticated cyber-attacks. If a Client's hosted environment is compromised, Grocito reserves the right to suspend the site to protect the wider server, and virus removal/restoration services will be billed at an emergency hourly rate.

7.13. Prohibited Data Storage (PCI & Sensitive Data): Standard Grocito-facilitated hosting environments are not independently audited for specialized compliance (e.g., HIPAA or direct PCI DSS data storage). The Client strictly agrees not to store unencrypted sensitive cardholder data (Primary Account Numbers, CVVs) directly on the server database. As per Clause 12.5, all payment processing must be outsourced to a validated third-party payment gateway via redirect or tokenization.

7.14. Fair Use & Resource Allocation: Paid hosting plans are subject to "Fair Use" regarding bandwidth, storage, memory, and CPU usage. If the Client's platform experiences abnormal traffic spikes, sustained heavy loads, or resource abuse that threatens the stability of shared infrastructure, the Company reserves the right to temporarily throttle/suspend the service or require an immediate mandatory upgrade to a dedicated server or higher-tier plan.

8. FEES, INVOICING, AND PAYMENT

8.1. Pricing and GST: All fees will be detailed in the Project Proposal and are exclusive of Goods and Services Tax (GST). 18% GST will be charged as applicable under Indian law.

8.2. Invoicing & Payment Terms: Invoices will be issued per the project schedule and are due within fifteen (15) days of the issue date.

8.3. Late Payments: A late fee of 2% per month will be applied to all overdue amounts.

8.4. Suspension of Work: We reserve the right to suspend all Services and withhold all Deliverables if any payment is overdue. In the event of payment default, any licenses granted to the Client for Company IP (Clause 6.3) are automatically suspended until the account is brought current.

8.5. No Refunds: All fees paid to the Company are strictly non-refundable.

8.6. Payment Methods: Grocito accepts payment via Grocito QR, UPI, NEFT, IMPS, and Online via Razorpay or Other Payment Gateway.

8.7. Final Payment as "Total Release": The act of making the Final Payment constitutes the Client's absolute confirmation that the project has been completed to their full satisfaction and according to the Quotation. No claims for 'missing features' or 'incorrect logic' will be entertained after the final invoice is settled.

8.8. Chargeback Clause: If the Client initiates a payment gateway or credit card chargeback for services already rendered, the Client shall be liable for all administrative fees, bank charges, and legal costs incurred by the Company to resolve the dispute.

8.9. Price Adjustments: For recurring support or hosting contracts, the Company reserves the right to adjust pricing annually (not exceeding 10%) with thirty (30) days' written notice.

9. TESTING, ACCEPTANCE, AND WARRANTY

9.1. Testing: We will conduct thorough testing to ensure Deliverables function correctly as per the Project Proposal.

9.2. User Acceptance Testing (UAT) - The 5-Day "Hard" Deadline: Upon the Company demonstrating a design or development or milestone (via meeting or digital delivery), the Client has five (5) business days to provide consolidated feedback. If no feedback is received within this window, the work is deemed fully approved. The Client may request a meeting recording to assist their review, but the 5-day countdown begins from the date the work was first shown/given, regardless of when the recording is accessed.

9.3. Acceptance: The project is deemed accepted upon the Client's written approval or the expiry of the UAT period if no critical Bugs are reported.

9.4. Limited Warranty: We provide a thirty (30) day warranty from the project launch date to rectify any Bugs from the original scope. This warranty is void if the Client or a third party modifies the Deliverables.

9.5. Finality of Applied Changes: Once the Client suggests a change and the Company applies it to a page or function, that page/function is considered 'Final.' Any further changes to the same element will be strictly chargeable as a new revision.

9.6. Accessibility Disclaimer: Unless explicitly scoped and quoted in the Project Proposal, the Company does not guarantee that the Deliverables will be fully compliant with accessibility standards such as WCAG (Web Content Accessibility Guidelines) or the ADA. Achieving such compliance requires a specialized audit and separate scope of work.

10. TERMS, AND CONDITIONS FOR FREEBIES OFFERED BY GROCITO

10.1. Freebie Inclusions: Any free items, services, or features ("freebies") provided by Grocito with the current project are offered at Grocito's sole discretion and are not part of the core deliverables or contractual obligations. Freebies may include (but are not limited to): complimentary features, add-on tools, limited-duration service extensions (e.g., free hosting, domain, or support), plugins, basic content/design elements, or initial promotional credits.

10.2. Limited Term and Usage: Freebies are provided for a limited period, quantity, or usage as expressly stated in the project quotation or proposal. If no duration or description is specified in writing, they are deemed to be one-time or limited-use only. Freebies are intended solely for the current project and cannot be transferred, exchanged for cash, credited, or used in other projects or accounts.

10.3. Exclusivity and Eligibility: Freebies may only be granted to specific clients or projects as determined by Grocito. Grocito reserves the right to withdraw, suspend, restrict, or discontinue any freebie at any time without prior notice if operational or business requirements necessitate, or if terms are abused. No verbal or informal promise of freebies is valid; only officially documented freebies in a signed proposal/quotation apply.

10.4. No Warranty, Guarantee, or Continued Support: Freebies are provided "as-is" with no warranty, guarantee, maintenance, updates, or technical support beyond what is expressly stated in writing. Future updates, troubleshooting, or continued use of the freebie may require purchase of a paid plan or service.

10.5. Liability Limitation: Grocito is not liable for any issues, damages, or loss (including downtime or data loss) arising from the use, misuse, or discontinuation of any freebie. Grocito's liability is always limited to the terms and maximum caps set in the Master Services Agreement (MSA).

10.6. Intellectual Property and Attribution: Unless otherwise stated, all intellectual property and branding associated with the freebie remains the sole property of Grocito or its licensors. Where applicable, Grocito reserves the right to display attribution, such as "Powered by Grocito" or similar branding, on freebies.

10.7. Cancellation and Upgrade: Grocito may, at its discretion, require the client to upgrade to a paid version or discontinue usage of the freebie with reasonable notice (usually not less than 7–15 days). Upon cancellation or expiry of the freebie period, all associated data, access, or benefits may be revoked without further obligation.

10.8. Change of Terms and Offerings: Grocito reserves the right to modify, add, or remove freebie offerings, their terms, or eligibility criteria at any time without prior notice.

11. SUPPORT & MAINTENANCE TERMS

11.1. Scope of Support: Support services may include bug fixes, minor content changes, and technical assistance during standard business hours.

11.2. Maintenance Services: Maintenance (offered under a separate agreement) may include regular updates, security patches, and backup management. Detailed scope, terms, and duration of maintenance must be defined in a separate Maintenance Agreement or addendum and is subject to upfront payment.

11.3. Duration of Services: The duration of Support & Maintenance (e.g., 1, 3, 6, or 12 months) is specified in the official quotation.

11.4. Response & Resolution Time: We aim for a response time of 24–48 business hours and a resolution time of up to 5 business days, depending on issue complexity. Critical issues are prioritized.

11.5. Support Channels: Support can be requested via email, our ticketing system, or other channels as defined in your plan.

11.6. Exclusions from Support: Standard support does not cover any small or major feature additions, redesigns, or issues caused by third-party services, integrations, providers, or unauthorized modifications. It is strictly for fixing bugs or maintaining the existing system as it was originally built, provided nobody else has tampered with it. Anything beyond that requires an extra fee or a separate agreement.

11.7. Client-Induced Changes & Limitation of Responsibility: Once the project has been launched ("go-live") or formally handed over to the Client (including source files or access credentials or CMS, or server-level access), Grocito shall not be held responsible for any issues arising due to changes made by the Client or any third-party acting on their behalf, including: Structural modifications (page layout, code dependencies, routing), Content changes (text, image, video, or format updates), Installation or deactivation of plugins, packages, extensions, themes, or modules, Alteration of server configuration settings, DNS records, or backend logic. In such cases, Grocito reserves the right to immediately suspend, cancel, or terminate any ongoing services, maintenance plans, SLAs, or warranties.

If the Client requests Grocito to fix or repair damages caused by such modifications, Grocito may:

• a) Charge additional recovery or service fees based on the scope of the issue; or
• b) Deny service entirely, depending on the complexity, risk, or feasibility of resolution.

Providing the Client with Administrative/CMS access is done at the Client's own risk. Any 'fix-it' work required because the Client (or their third-party) deleted code, broke a layout, or crashed the server via the admin panel will be billed at Grocito's standard hourly emergency rate and is NOT covered under the 30-day warranty.

11.8. Termination of Support: Support services may be terminated due to non-payment, breach of terms, or the end of the agreed support period.

11.9. The "Legacy Support" Disclaimer: The Company guarantees compatibility only with the current stable versions of major browsers (Chrome, Firefox, Safari, Edge) at the time of delivery. The Company is not responsible for Deliverables becoming non-functional due to future updates of third-party software, OS updates, or browser versions released after the Final Acceptance date.

12. CONFIDENTIALITY & DATA PROTECTION

12.1. Confidential Information: Both parties agree to hold all non-public information received from the other in strict confidence.

12.2. Data Protection: We handle personal data in accordance with India's Digital Personal Data Protection Act, 2023 (DPDPA). The Client is responsible for ensuring their use of the Deliverables complies with all applicable data protection laws. In the event of a confirmed data breach affecting Client data, the Company will notify the Client within 72 hours.

12.3. Duration: The obligation of confidentiality survives the termination of this Agreement for five (5) years.

12.4. Data Security: The Company will implement industry-standard technical and organizational measures to secure the Client's data against unauthorized access, destruction, or disclosure. However, no system is immune to breach or disruption, and the Company disclaims liability for security incidents beyond its control.

12.5. Payment Gateway & PCI DSS Compliance:

• 12.5.1 Architecture & Scope: The Company develops e-commerce platforms using integration methods (such as hosted checkout pages, iFrames, or redirects) where all payment acceptance and processing are entirely outsourced to PCI DSS validated third-party service providers.
• 12.5.2 No Cardholder Data Storage: Whether the website/application is hosted on the Company's facilitated third-party servers or the Client's own servers, the Company's developed systems do not electronically store, process, or transmit any cardholder data. The Client acknowledges that their platform relies entirely on third parties to handle all these functions.
• 12.5.3 E-Commerce Payment Pages: The Company ensures that the entirety of all payment pages delivered to the consumer's browser originates directly from the Client's chosen third-party PCI DSS validated service provider(s). The Company has no direct control of the manner in which cardholder data is captured, processed, transmitted, or stored.
• 12.5.4 Client (Merchant) Responsibilities: As the merchant of record, the Client is solely responsible for verifying that their chosen third-party payment gateway is PCI DSS compliant. If the Client retains any paper reports or receipts with cardholder data, the Client is responsible for physically securing them and destroying them (e.g., cross-cut shredding) when no longer needed.

13. CANCELLATION & TERMINATION

13.1. Client-Initiated Cancellation: Should the Client cancel, written notice is required. The Client is liable for payment for all work completed, plus a cancellation fee of 20% of the remaining contract value.

13.2. Company-Initiated Termination: We may terminate this Agreement with immediate effect if the Client breaches any material term or fails to make timely payments.

13.3. Project Abandonment: If the Client is unresponsive for thirty (30) consecutive days, we may deem the project abandoned, terminate the contract, and forfeit all payments.

13.4. "Administrative Pause" Fee: If a project is paused for more than 15 days due to Client inaction (missing feedback or content or third-party API), a 'Re-initiation Fee' of 10% of the total project value will be charged to resume work. This covers the administrative cost of rescheduling resources and re-onboarding the technical team to the project logic.

13.5. Survival Clause: Provisions regarding Confidentiality (Clause 12), Indemnification (Clause 14.3), Limitation of Liability (Clause 14), and Governing Law (Clause 15) shall survive the termination of this Agreement.

14. LIABILITY AND INDEMNIFICATION

14.1. Limitation of Liability: Our total cumulative liability under this Agreement shall not exceed the total amount paid by the Client to us under the applicable Project Proposal.

14.2. No Indirect Damages: Neither party shall be liable for any indirect, special, or consequential damages, including loss of profits or data.

14.3. Indemnification: The Client agrees to indemnify and hold harmless the Company from any claims or liabilities arising from the Client Content or the Client's use of the Deliverables.

14.4. Third-Party Violations: The Client shall indemnify the Company against any losses or liabilities caused by third-party claims related to unauthorized use of third-party IP, tools, or content integrated or requested by the Client.

14.5. Third-Party Acts of God: The Company is not liable for service interruptions or project breakage caused by changes in third-party API policies or outages of infrastructure providers (e.g., AWS, Google, Meta).

14.6. No Liquidated Damages: Time is not of the essence in this Agreement. The Company shall not be liable for any financial penalties, discounts, or 'liquidated damages' due to project delays, regardless of the cause, unless a specific 'Penalty Clause' was signed in a separate, notarized addendum.

15. GOVERNING LAW AND DISPUTE RESOLUTION

15.1. Governing Law: This Agreement is governed by the laws of India.

15.2. Jurisdiction: The parties agree that the courts in Jaipur, Rajasthan, India, have exclusive jurisdiction.

15.3. Dispute Resolution: Parties agree to first attempt resolution through good-faith negotiation. If unresolved within 30 days, the dispute shall be referred to binding arbitration in Jaipur under the Arbitration and Conciliation Act, 1996.

15.4. Internal Escalation Process: Before initiating third-party arbitration, both parties agree to escalate the dispute to their respective senior managers for a good-faith resolution attempt within seven (7) business days.

15.5. Time Limit for Claims: Any legal action arising from this Agreement must be commenced within one (1) year after the cause of action occurs, or it is waived.

16. GRIEVANCE REDRESSAL MECHANISM

a) For general questions or technical support, please contact Grocito Support via Email at support@grocito.com or call at +919672345662 or WhatsApp at +918058645555.

b) In case of any grievances, technical issues, or complaints, please promptly raise the issue with our support team. Our team will review your issue and aim to resolve it within our turnaround time of 5 business days. If you are not satisfied with the resolution, you may contact the designated Grievance Officer at grievance.officer@grocito.com.

c) The Grievance Officer shall attempt to acknowledge your grievance within 48 (forty-eight) hours and will aim to resolve all grievances within fourteen (14) business days from the date of final response. In exceptional cases, this may extend to the statutory maximum of one (1) month. You agree to provide all necessary information to the Grievance Officer to enable resolution.

17. GENERAL PROVISIONS

17.1. Force Majeure: Neither party is liable for failure to perform due to events beyond its reasonable control including but not limited to: internet service provider failures, major third-party platform outages (AWS/Google), cyber-attacks, or sudden deprecation of third-party APIs/software libraries used in the project.

17.2. Non-Solicitation: During this Agreement and for one (1) year after, the Client agrees not to solicit any of the Company's employees or contractors. A breach of this non-solicitation clause shall entitle the Company to liquidated damages equal to 50% of the employee's new annual gross salary.

17.3. Notices: All official notices must be sent in writing to the addresses specified in the Project Proposal or via email and are deemed given upon receipt.

17.4. No Waiver: A party's failure to enforce any provision of this Agreement shall not be considered a waiver of that provision.

17.5. Independent Contractor: This Agreement does not create an employer-employee, agency, partnership, or joint venture relationship. The Company is an independent contractor and retains discretion over the performance of its services. The Company reserves the right to use subcontractors, freelancers, or third-party agencies to perform certain aspects of the Services. The Company remains responsible for the quality of the work delivered by such subcontractors.

17.6. Entire Agreement: This Agreement, with any Project Proposal, constitutes the entire agreement between the parties. Any amendments must be in writing and signed by both parties.

17.7. Amendment of Terms: Grocito may update or modify these Terms & Conditions from time to time to reflect changes in law, technology, or our business practices. Any material changes will be communicated to the Client via email or our official communication channels. Continued use of our Services after the effective date of the updated Terms shall constitute acceptance of the changes.

PART B: SOFTWARE PRODUCTS, PLATFORMS AND SUBSCRIPTIONS

Part A (Clauses 1 to 17) covers project-based services. Part B applies in addition whenever the Client subscribes to or uses a hosted software product, platform, application, portal or API supplied by the Company (a "SaaS Product"), whether on a paid plan, a free plan, a trial or a pilot. If Part A and Part B differ for a SaaS Product, Part B applies to that SaaS Product.

Subscriptions and custom projects are treated separately. The cancellation fee in Clause 13.1 applies only to custom development projects, solutions and project-based services. It does not apply to a SaaS subscription, which is governed by Clauses 21 and 28.

18. SAAS DEFINITIONS

SaaS Product: Software, platform, application, module or API that the Company hosts or makes available online, with its updates and Documentation.

Plan: The features, modules, users, usage limits, support level, term and fees stated in the Order Form.

Order Form: The Project Proposal, quotation, order, online checkout, invoice or written confirmation that names the SaaS Product, the Plan, the Subscription Term and the fees.

Subscription Term: The period the Client has paid for or committed to under a Plan, including each renewal.

Authorized Users: The Client's staff and contractors whom the Client allows to use the SaaS Product, up to the number in the Plan.

End Users: The Client's own customers, members or other people who use the SaaS Product through the Client's account or brand.

Client Data: All data and content that the Client, its Authorized Users or End Users put into the SaaS Product, including personal data.

Usage Limits: The limits in the Plan, such as users, records, storage, messages, orders, bookings, emails or API calls.

Third-Party Services: Any product or service the Company does not own that a SaaS Product or Deliverable connects to or depends on, such as payment gateways, WhatsApp, SMS and email providers, calendar and meeting tools, accounting software, maps, analytics and advertising platforms, cloud, hosting, domain and DNS providers, app stores and AI model providers.

19. ACCESS, LICENCE AND ACCOUNTS

19.1. Right to use: Subject to payment of the fees and to these Terms, the Company grants the Client a limited, non-exclusive, non-transferable, revocable right to use the SaaS Product during the Subscription Term for the Client's own business, within the Plan.

19.2. Licence, not sale: The SaaS Product is licensed, not sold. Ownership of the SaaS Product, its source code and design stays with the Company, and no source code is delivered unless a written agreement says so. Custom work created for a specific project is dealt with under Clause 6.

19.3. Accounts: The Client must give accurate account details, keep log-in credentials confidential, use two-step verification where offered, and tell the Company promptly about any suspected unauthorised use. Actions taken through the Client's accounts are treated as the Client's actions.

19.4. Authorized Users: Each account is for one named person and must not be shared. The Client must remove access for people who leave and is responsible for its Authorized Users.

19.5. Restrictions: The Client must not copy, modify or reverse engineer the SaaS Product; resell, rent or sublicense it except as allowed in Clause 27; use it to build a competing product; bypass Usage Limits or security controls; run load, penetration or security tests without written permission; scrape it or use bots against it other than through documented APIs; or use it in breach of Clause 4 or any law.

19.6. Open-source components: Open-source components in a SaaS Product stay under their own licences, and nothing in these Terms limits the rights those licences give.

19.7. Usage verification and audit: The Company may monitor account activity, usage logs and usage metrics of the SaaS Product remotely to check that the Client and its Authorized Users comply with the user numbers, Usage Limits and restrictions of the Plan and with Clause 19.4. This monitoring looks at usage data, not at the content of Client Data, except where needed to investigate a suspected breach or to meet a legal requirement. The Client must give reasonable help and written confirmation if the Company asks to verify compliance, not more than once in any twelve (12) months unless the Company has reasonable grounds to suspect a breach. If the Company finds that the Client has gone over its Usage Limits, has more users than the Plan allows, or has shared accounts between people, the Client must remove the excess or move to a suitable Plan, and the Company may invoice the Client for the excess for the period it lasted, at the rates in the Order Form or, if none are stated, at the Company's then-current rates. Such invoices follow Clause 22.2.

19.8. Changes to the product: The Company may update, improve, add or remove features. If a change materially reduces the core features of a paid Plan, the Company will give reasonable notice, normally at least thirty (30) days where practicable.

20. PLANS, USAGE LIMITS AND FAIR USE

20.1. What a Plan includes: A Plan includes only what the Order Form states. Anything else is not included. Information in a demo, brochure or on a website is indicative, and the Order Form controls.

20.2. Usage Limits and overage: If the Client goes over a Usage Limit, the Company may notify the Client, restrict use, ask for an upgrade, or charge overage at the rates in the Order Form or, if none are stated, at rates notified in advance.

20.3. Fair use: Where a Plan says "unlimited" or states no limit, use must stay reasonable compared with similar businesses. The Company may restrict use that harms the stability, security or performance of the SaaS Product or of other customers.

20.4. Upgrades and downgrades: The Client may upgrade at any time and pays the higher fee from the upgrade date, pro-rated for the rest of the Subscription Term. A downgrade takes effect only at the next renewal. No credit or refund is given for unused features or capacity.

20.5. Add-ons and extra work: Onboarding, data migration, training, custom features, custom branding and extra integrations are separate paid services under Part A and need a written quotation or Change Order.

20.6. Several products: Where more than one SaaS Product is bought, each has its own Plan, Usage Limits and Subscription Term unless the Order Form says otherwise.

20.7. Feature availability: Some features depend on a Third-Party Service, on the Client's own account with that service, on the Client's region or on the Plan, and may not be available to every Client.

21. SUBSCRIPTION TERM AND RENEWAL

21.1. Start and length: The Subscription Term starts on the earlier of the date access is given or the date payment is received, and runs for the period in the Order Form (for example monthly, quarterly or yearly).

21.2. Automatic renewal: Unless the Order Form says otherwise, each Subscription Term renews automatically for a further period of the same length. Either party can stop a renewal by written notice at least fifteen (15) days before the end of the current Subscription Term (see Clause 7.10). For a Subscription Term of twelve (12) months or longer, the Company will try to send a renewal reminder to the Client's registered email address about thirty (30) days before the renewal charge. The reminder is a courtesy: if it is not sent, not received or not read, the renewal and the Client's obligation to pay are not affected.

21.3. Renewal pricing: Renewals are charged at the fees then in force. Fee increases for recurring contracts follow Clause 8.9.

21.4. No part-term cancellation: A Subscription Term cannot be cancelled part-way, and fees for it are non-refundable, as set out in Clause 8.5, Clause 28 and the Cancellation Policy and Return & Refund Policy. The cancellation fee in Clause 13.1 does not apply to subscriptions.

22. FEES, BILLING AND PAYMENT FOR SAAS PRODUCTS

22.1. Fees: Subscription, set-up, add-on and other fees are stated in the Order Form and are payable in advance for each billing period unless the Order Form says otherwise.

22.2. Invoices: Unless payment is taken at checkout or in advance, invoices are due within fifteen (15) days of the invoice date (Clause 8.2). The Client must give correct billing details and keep them current.

22.3. Taxes: Fees exclude GST and other applicable taxes, which the Client pays (Clause 8.1). If tax must be deducted at source, the Client must give the official certificate and pay the balance when due.

22.4. Payment charges: Bank, gateway, currency-conversion and transfer charges are the Client's responsibility, so that the Company receives the full invoiced amount. Payment methods are listed in Clause 8.6.

22.5. Failed or late payment: If a payment fails or is late, the Company may retry it, charge the late fee in Clause 8.3 and, after reasonable notice, suspend access until all overdue amounts are paid (Clause 28.2).

22.6. Invoice disputes: The Client must raise a good-faith invoice dispute in writing, with reasons, within seven (7) days of the invoice date, and must pay the undisputed part on time.

22.7. Chargebacks and set-off: Clause 8.8 applies to SaaS Products. The Client may not withhold or set off amounts owed to the Company against claims it has against the Company.

22.8. Pass-through and usage charges: Charges that depend on use, or that the Company pays to a Third-Party Service for the Client (for example message fees, gateway fees, cloud resources or AI model usage), are billed as stated in the Order Form or, if not stated, at the Company's cost plus any handling fee notified in advance. Where the Client has its own account with the provider, the provider bills the Client directly.

23. FREE PLANS, TRIALS, PILOTS AND BETA FEATURES

23.1. As is: Free plans, trials, pilots, demos, previews and beta features are provided "as is", with no service level, warranty or guaranteed support, and may be changed, limited or withdrawn at any time.

23.2. Limits: A trial lasts for the period and has the limits stated when it is offered. The Company may limit trials to one per organisation.

23.3. When a trial ends: To continue, the Client must choose a paid Plan. Unless explicitly stated otherwise at signup, the paid Plan begins automatically at the end of the trial and the fees become payable unless the Client cancels before the trial expires. If the Client does not move to a paid Plan, access may end and Client Data may be deleted after the export period in Clause 26.5.

23.4. Beta features: Beta features may be incomplete, may contain errors, may change in ways that affect existing use, and should not be relied on for critical operations.

24. THIRD-PARTY INTEGRATIONS, SERVICES AND DEPENDENCIES

24.1. Scope: The Company builds and configures integrations only with the Third-Party Services named in the Order Form.

24.2. Client accounts: Unless the Order Form says the Company will provide them, the Client is responsible for opening and keeping its own accounts, licences, API keys, business verifications and approvals with each Third-Party Service (for example a payment gateway merchant account, a WhatsApp Business account or a developer account), for paying that provider's fees, and for following that provider's terms. The Client authorises the Company to use those accounts and credentials only as needed to provide the Services.

24.3. Provider terms apply: Each Third-Party Service is governed by its own provider's terms and policies. The Company is not a party to them, does not control the providers and does not warrant any Third-Party Service.

24.4. Provider changes: Providers may change, limit, charge for, suspend or end their services, APIs, policies or prices, and may reject or remove the Client's account, messages, apps or content, at any time. The Company is not liable for this (see also Clauses 14.5 and 17.1). It will make reasonable efforts to adapt integrations, and work outside the agreed scope is chargeable as a Change Order under Clause 2.

24.5. Dependencies: SaaS Products and Deliverables depend on third-party software libraries and frameworks, cloud and network infrastructure, domain and DNS services, browsers, operating systems and devices. Outages, updates, vulnerabilities or discontinuation affecting these are outside the Company's control. The Company's duty is limited to reasonable efforts to keep the SaaS Product working under the Client's Plan and any support agreement.

24.6. Data shared with providers: The Client authorises the Company to send to the chosen Third-Party Services the Client Data needed for the integration to work. The Client is responsible for having a lawful basis, notices and consents for this and for choosing providers suitable for its data.

24.7. Keys and tokens: The Client must keep API keys, tokens and passwords for Third-Party Services secure, give them only the permissions needed, replace them when people leave or if exposure is suspected, and tell the Company promptly. The Company is not liable for loss caused by credentials the Client disclosed or did not protect.

24.8. Other providers: If the Client wants a Third-Party Service or technology that is not in the Order Form, it is treated as an enhancement under Clause 2.

24.9. Names and logos: Names and logos of Third-Party Services belong to their owners and are used only to identify those services. They do not imply endorsement or partnership.

25. AI-ASSISTED FEATURES

25.1. Nature: Some SaaS Products include features that use artificial intelligence, such as assistants, summaries, classification, recommendations or automation, often through Third-Party Services run by AI model providers. Results are generated automatically and may be wrong, incomplete, out of date or unsuitable for the Client's purpose.

25.2. Review: The Client must review results before relying on them and should keep human approval before anything is sent to End Users or changes records. Results are not legal, medical, financial, tax or other professional advice and must not be used alone for decisions that significantly affect individuals.

25.3. Inputs: The Client must not submit data it has no right to use, and must not submit sensitive or regulated personal data unless the Plan and a written agreement expressly allow it. The Client is responsible for notices and consents for personal data it submits.

25.4. Providers: AI model providers have their own terms, limits and prices. The Company may change the model or provider behind a feature and does not guarantee that any particular model stays available.

25.5. No warranty: The Company does not warrant the accuracy, completeness, originality or fitness for purpose of AI results.

26. CLIENT DATA, PRIVACY AND PORTABILITY

26.1. Ownership and licence: As between the parties, the Client keeps all rights in Client Data. The Client gives the Company a limited licence to host, copy, process, transmit, display and back up Client Data as needed to provide, secure and support the SaaS Product. The Company may also use usage statistics that are combined and de-identified, so they do not identify the Client or any person, to run and improve its products.

26.2. Roles: For personal data in Client Data about End Users, customers, staff or other people, the Client decides why and how it is used and is responsible as the data controller (data fiduciary). The Company processes it on the Client's instructions as a processor, in line with applicable law including India's Digital Personal Data Protection Act, 2023 (Clause 12.2). Where the law requires, or the Client reasonably asks, the parties will sign a data processing addendum.

26.3. Client responsibilities: The Client is responsible for the lawfulness and accuracy of Client Data, for giving notices and collecting consents, for handling requests from individuals about their data (the Company will reasonably assist through the tools in the SaaS Product), and for deciding who has access.

26.4. Security: The Company applies reasonable security measures as described in Clause 12.4, and backups are handled as in Clause 7.9. The Client manages its own users, passwords, devices and permissions and should keep its own export of data that is critical to its business. SaaS Products are not designed to store card numbers (Clauses 7.13 and 12.5), and unless a written agreement says so the Company does not warrant compliance with sector-specific rules.

26.5. Export and deletion: During the Subscription Term and for fifteen (15) days after it ends (Clause 7.6), the Client may export its Client Data with the tools available. After that the Company may delete Client Data, and copies in backups are removed in the normal backup cycle, unless the law requires them to be kept. Help with bulk exports or a special handover is chargeable.

26.6. Breach notice for SaaS Products: For Client Data held in a SaaS Product, the Company will notify the Client of a confirmed personal data breach within seventy-two (72) hours of the Company becoming definitively aware of it. The Company becomes aware when it has reasonable confirmation that the breach has happened, including confirmation from a Third-Party Service or hosting provider that holds the data. The notice will give the information the Company then has, and further details will follow as they are established. This replaces the shorter wording of Clause 12.2 for SaaS Products.

26.7. Client-run stores and services: If the SaaS Product lets the Client sell goods or services, take bookings or run a platform for End Users, the Client alone is responsible for what it offers, its prices, taxes, licences, consumer-law duties, and its End Users' refunds and complaints. The Company is not a party to transactions between the Client and its End Users.

27. WHITE-LABEL AND BRANDED USE

27.1. Written permission: The Client may present a SaaS Product to its End Users under its own brand or domain, or use it to serve its own clients, only where the Order Form allows it. This does not transfer ownership of the SaaS Product, and the Company may show a "Powered by Grocito" credit unless the Order Form says otherwise.

27.2. End Users: The Client is responsible for its End Users. It must have its own terms of use and privacy notice with them, provide first-line support to them, and is liable for their acts and omissions as if they were its own. The Client must indemnify and hold harmless the Company, its directors, employees and contractors against all claims, lawsuits, regulatory actions, fines, penalties, losses and costs (including reasonable legal fees) that are brought by End Users or arise from the Client's dealings with its End Users, its own products, services, content or instructions, except to the extent a court or authority finds that the loss was caused by the Company's own breach of these Terms. The Company will tell the Client promptly of any such claim and allow the Client to conduct the defence, provided the Client does not settle in a way that admits fault by the Company without its written consent.

27.3. Brand assets: The Client confirms it owns or is licensed to use the names, logos, domains and other brand assets it provides, and indemnifies the Company against claims arising from them. The Company may suspend a branded instance if its brand assets infringe the rights of others.

27.4. No further sublicensing: The Client must not sublicense the SaaS Product to other resellers or to anyone other than its own End Users, and must not suggest that it owns the underlying software.

27.5. On ending: When the Subscription Term ends, the branded instance and any domain connection stop working. The Client must tell its End Users and cooperate in an orderly wind-down.

28. SUSPENSION, CANCELLATION AND TERMINATION OF SUBSCRIPTIONS

28.1. Cancellation by the Client: The Company's Cancellation Policy and Return & Refund Policy apply. A Subscription Term cannot be cancelled part-way. The Client may stop a renewal by notice under Clause 21.2, and the SaaS Product then stays available until the end of the paid Subscription Term. Fees for the whole Subscription Term remain payable and are non-refundable, except where Clause 28.3 applies or management approves a refund in an exceptional case under the Return & Refund Policy.

28.2. Suspension by the Company: The Company may suspend or restrict access, immediately or after notice as the situation allows, if an amount is overdue; the Client or its users breach these Terms or Clause 4; use threatens the security or availability of the SaaS Product or other customers; the law or a Third-Party Service provider requires it; or the Client's brand or content infringes others' rights. Fees continue during a suspension caused by the Client. Access is restored once the cause is fixed.

28.3. Termination for cause: Either party may end a Subscription Term by written notice if the other commits a material breach and does not fix it within thirty (30) days of written notice. The Company may end it immediately in the cases in Clause 13. If the Client ends it because of the Company's uncured material breach, the Company will refund prepaid fees for the period after the end date.

28.4. Effect of ending: When a Subscription Term ends, the right to use the SaaS Product ends, unpaid fees become due, the Client must stop using the SaaS Product, and Clause 26.5 applies to Client Data. Fees already paid for earlier periods are not refunded except as stated in Clause 28.3.

28.5. Reactivation: After a suspension or end, the Company may reactivate access on payment of all overdue amounts and the fees for the new term, if Client Data is still held. Data may be deleted after the period in Clause 26.5.

28.6. Survival: Clauses on fees, intellectual property, confidentiality, data, liability, indemnity and governing law, and any others that by nature continue, survive the end of a Subscription Term (see also Clause 13).

29. AVAILABILITY, SUPPORT AND MAINTENANCE FOR SAAS PRODUCTS

29.1. Availability: For paid Plans the Company aims for the availability in Clause 7.8 unless the Order Form states another service level. It does not count planned or emergency maintenance, force majeure, failures of Third-Party Services, internet problems outside the Company's control, problems caused by the Client, or free plans, trials and beta features. No service credits are payable unless the Order Form says so. Where service credits are provided in an Order Form, they are the Client's sole and exclusive remedy for any availability, performance or uptime failure, and such a failure is not by itself a material breach for the purposes of Clause 28.3.

29.2. Maintenance: The Company may carry out maintenance, updates and security work. It will give reasonable notice of planned maintenance where practicable and may act without notice in an emergency.

29.3. Support: Support is provided at the level and through the channels stated in the Plan, subject to Clause 11.

29.4. Customisations: Custom code or branding added on top of a SaaS Product may need changes after product updates. It is maintained only under a separate written agreement.

29.5. Discontinuation: The Company may discontinue a SaaS Product or feature. It will give reasonable written notice, normally at least sixty (60) days where practicable, and time to export Client Data.

30. DELIVERABLES: THIRD-PARTY COMPONENTS, ENVIRONMENTS AND MIGRATION

30.1. Third-party components: Deliverables may include open-source libraries, frameworks, templates, fonts and plugins that stay under their own licences. After Final Acceptance, keeping them updated, patched and licence-compliant is the Client's responsibility unless a maintenance agreement covers it.

30.2. Access and environments: The Client must provide on time the accounts, credentials, test data, staging and production access and approvals the Company needs. Delays are Client delays under Part A.

30.3. Data migration: Where Services include moving data from another system, the Company will migrate the data in the format and scope agreed in the quotation. The Client is responsible for the accuracy of source data and for checking migrated data during acceptance testing (Clause 9).

30.4. Compatibility: Deliverables are built for the technology stack, browsers and devices named in the quotation. Support for others is a separate scope.

31. ELECTRONIC ACCEPTANCE AND INTERPRETATION

31.1. Acceptance: Accepting an Order Form online, ticking a box, signing up, paying or using a SaaS Product after being shown these Terms counts as acceptance. Electronic signatures and records are valid to the extent permitted by the Information Technology Act, 2000.

31.2. Order of precedence: If documents conflict, they apply in this order: (1) the Order Form or Project Proposal, for what it states; (2) Part B, for SaaS Products; (3) Part A; and (4) the Privacy Policy, Cookie Policy, Cancellation Policy and Return & Refund Policy for the subjects they cover.

31.3. Severability: If a provision is found unenforceable, the rest of these Terms stays in effect, and the provision is replaced by a valid one that comes closest to its purpose.

31.4. Assignment: The Client may not assign these Terms or any subscription without the Company's written consent. The Company may assign them to an affiliate or to a successor to its business.

31.5. Compliance with law: The Client must use the Services in line with applicable law, including data protection, consumer protection, tax, advertising, export-control and sanctions laws.

31.6. Interpretation: Headings are for convenience. "Including" means "including without limitation". If these Terms are translated, the English version prevails.