Terms & Condition

Effective from Year: 2024-25

Definitions

1. “SOW” (Statement of Work) defines project scope, timelines, and fees.
2. “Agreement” means these Terms, the SOW, and any attached exhibits.
3. “Deliverables” refers to all software, reports, documentation, and materials provided by PerenSoft.

Engagement & Scope

1. PerenSoft will provide Services as described in the approved SOW/proposal.
2. Changes to Scope: Any modifications require a written change order signed by both parties, with adjusted fees/timelines.
3. Client-Side Dependencies: Delays caused by the Client (e.g., late feedback, lack of access) may extend deadlines without penalty to PerenSoft.

Fees & Payment

1. Pricing Models:
   • Fixed Fee: For defined-scope projects (invoiced in milestones).
   • Time & Materials: For ongoing services (billed hourly/weekly).
2. Payment Terms:
   • Invoices are payable within 15–30 days (as per SOW).
   • Late payments incur 1.5% monthly interest or the maximum legal rate.
3. Taxes:
   • Client bears all applicable taxes (e.g., GST, VAT), unless PerenSoft is legally required to collect them.

Confidentiality & Data Protection

1. NDA Obligations: Both parties agree to:
   • Use confidential information only for project purposes.
   • Disclose only to employees/contractors with a need-to-know.
2. Data Security:
   • PerenSoft adheres to industry standards (e.g., encryption, access controls) but is not liable for breaches caused by Client-side vulnerabilities.
3. GDPR/CCPA Compliance:
   • If applicable, PerenSoft acts as a data processor under Client’s instructions.

Intellectual Property (IP)

1. Client Ownership:
   • Final Deliverables (e.g., custom software) transfer to Client upon full payment.
2. PerenSoft Ownership:
   • PerenSoft retains rights to reuse, modify, or license generic cloud architectures, templates, or non-client-specific solutions developed during the engagement for other clients, without requiring prior approval.
3. Open-Source Software:
   • Any third-party OSS components will be disclosed; Client assumes compliance risks.

Warranties & Liability

1. Service Warranty:
   • PerenSoft warrants that Services will be performed professionally and by the SOW.
   • Defects must be reported within 30 days of delivery for free remediation.
2. Limitations:
   • No guarantee of results (e.g., business outcomes from consulting advice).
   • Excluded Damages: Neither party is liable for indirect, consequential, or punitive damages (e.g., lost profits).
   • Total liability cap: The lesser of fees paid in the last 12 months or $[X].

Portfolio & Marketing Rights

1. Showcase Permission:
   • PerenSoft may display the Client’s project in its portfolio or marketing materials to demonstrate expertise.
   • No confidential information is disclosed.
   • Client’s branding is used only with prior written consent (e.g., “We helped [Client Name] achieve [X]”).
2. Case Studies:
   • PerenSoft may create anonymized case studies unless the Client objects in writing within 15 days of project completion.

Termination

1. For Cause:
   • Either party may terminate for material breach (e.g., non-payment, confidentiality violations) with 15 days’ notice to cure.
2. For Convenience:
   • Client may terminate with 30 days’ notice, but owes fees for:
   • Completed work.
   • Non-cancellable costs (e.g., third-party licenses).
3. Post-Termination:
   • Client must pay all outstanding invoices.
   • PerenSoft will return/destroy Confidential Information upon request.

Subcontracting & Third Parties

1. PerenSoft may engage subcontractors but remains responsible for their work.
2. Third-Party Tools:
   • Client is responsible for:
     • Licensing fees (e.g., SaaS platforms).
     • Compliance with third-party terms (e.g., AWS, Azure).

Force Majeure

1. Neither party is liable for delays due to events beyond reasonable control (e.g., wars, natural disasters, internet outages).
2. Affected party must notify the other within 5 business days and use reasonable efforts to mitigate.

Dispute Resolution

1. Negotiation:
   • Parties will attempt good-faith resolution within 15 days.
2. Mediation/Arbitration:
   • If unresolved, disputes will go through [mediation provider] in [Jurisdiction].
3. Litigation:
   • Claims may be filed in [Courts of Jurisdiction].

General Clauses

1. Independent Contractor:
   • PerenSoft is not an employee/agent of the Client.
2. Assignment:
   • Client may not assign this Agreement without PerenSoft’s written consent.
3. Survival:
   • Clauses on Confidentiality, IP, Liability, and Payment survive termination.
4. Notices:
   • Formal notices must be in writing (email acceptable).

Entire Agreement

1. These Terms, the SOW, and any NDAs constitute the full agreement.
2. Precedence:
   • In conflicts, the SOW overrides these Terms.