Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client", "you", or "your") and Addsus Solutions & Services LLP ("Addsus", "we", "us", or "our"), a Limited Liability Partnership registered under the laws of India (LLP Identification No. AAZ-XXXX), with its registered office at 5B/1 Sigma Hub, Kondapur, Hyderabad — 500084, Telangana, India.

By accessing our website at addsus.com, executing a Statement of Work, Service Agreement, or any other commercial engagement with Addsus, you unconditionally agree to be bound by these Terms. If you are entering into these Terms on behalf of an organisation, you represent and warrant that you have full authority to bind that organisation.

If you do not agree to these Terms in their entirety, you must immediately cease all access to and use of our services and website.

Addsus provides a suite of technology and professional services, including but not limited to:

• Product Engineering: End-to-end software product design, architecture, development, testing, and deployment across web, mobile, and enterprise platforms.
• Cloud & DevOps: Cloud infrastructure design and management, CI/CD pipeline implementation, containerisation (Docker, Kubernetes), and site reliability engineering on AWS, GCP, and Azure.
• AI & Data Engineering: Machine learning model development, data pipeline architecture, business intelligence, and AI integration services.
• Mobile Development: Native iOS and Android development, and cross-platform applications using React Native and Flutter.
• UX & Design Systems: User experience research, interface design, and comprehensive design system development.
• Managed IT & Support: Ongoing technical support, system monitoring, maintenance retainers, and managed service agreements.

The specific scope, deliverables, timelines, and commercial terms for each engagement are defined in a mutually executed Statement of Work (SOW) or Master Service Agreement (MSA). In the event of any conflict between these Terms and a signed SOW/MSA, the SOW/MSA shall prevail with respect to that specific engagement.

To engage Addsus services or enter into a contractual relationship with us, you must:

• Be at least 18 years of age, or the legal age of majority in your jurisdiction, whichever is greater.
• Have the legal capacity and authority to enter into binding contracts under applicable law.
• If acting on behalf of a company or entity, be duly authorised to represent and contractually bind that entity.
• Not be subject to any sanctions, export restrictions, or legal prohibitions that would make engagement with an Indian entity unlawful.

Addsus reserves the right to decline any engagement at its sole discretion, without obligation to provide a reason, including on grounds of conflict of interest, reputational risk, or regulatory compliance.

4.1 Project Portals & Communication Tools

For certain engagements, Addsus may provision access to project management platforms, code repositories, communication workspaces, or client portals. You are responsible for:

• Maintaining the confidentiality of all access credentials issued to your team.
• Ensuring that access is limited to authorised personnel only, and promptly revoking access when individuals leave your organisation.
• Promptly notifying Addsus of any suspected unauthorised access, credential compromise, or security incident at security@addsus.com.

4.2 Client Responsibilities

Successful delivery of services depends on active client participation. You agree to:

• Provide timely, accurate, and complete information, approvals, and feedback as reasonably required by Addsus to fulfil its obligations.
• Designate a named point of contact with sufficient authority to make decisions on your behalf within agreed timelines.
• Ensure that any third-party materials, APIs, data, or systems you provide to Addsus are legally licensed for the intended use.

Addsus shall not be liable for delays, cost overruns, or quality issues arising from inadequate or untimely client input.

5.1 Client-Owned Deliverables

Upon full and final payment of all amounts due under a Statement of Work, Addsus assigns to the Client all right, title, and interest in and to the custom deliverables specifically created for that engagement ("Work Product"), including all copyright and other applicable intellectual property rights, to the extent permitted by law.

5.2 Addsus Retained IP

Notwithstanding the above, Addsus retains full ownership of:

• All pre-existing intellectual property, frameworks, libraries, tools, methodologies, and know-how developed prior to or independent of any client engagement ("Background IP").
• Reusable components, accelerators, and internal tooling that are incorporated into deliverables but constitute generally applicable software functionality not unique to the Client.
• All intellectual property arising from internal R&D, innovation programmes, or work not falling within a specific SOW scope.

Where Background IP is embedded in client deliverables, Addsus grants the Client a perpetual, non-exclusive, royalty-free licence to use such Background IP solely as part of the delivered Work Product.

5.3 Licence to Client Materials

The Client grants Addsus a limited, non-exclusive, royalty-free licence during the term of the engagement to use the Client's trademarks, data, systems, and materials solely to the extent necessary to provide the contracted services.

5.4 Portfolio & Case Studies

Unless explicitly restricted in writing by the Client, Addsus reserves the right to reference the Client's name and the general nature of the engagement in its portfolio, case studies, proposals, and marketing materials — without disclosing any confidential or commercially sensitive information.

Each party ("Receiving Party") agrees to hold in strict confidence all Confidential Information disclosed by the other party ("Disclosing Party") in connection with an engagement, and not to use such information for any purpose other than performing its obligations under these Terms.

"Confidential Information" means any non-public information that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure — including technical data, business plans, financial information, client lists, source code, and product roadmaps.

Confidentiality obligations do not apply to information that:

• Is or becomes publicly known through no breach of these Terms.
• Was lawfully in the Receiving Party's possession prior to disclosure.
• Is independently developed by the Receiving Party without reference to the Confidential Information.
• Is required to be disclosed by applicable law, court order, or regulatory authority — provided the Receiving Party gives prompt prior written notice to the Disclosing Party.

Confidentiality obligations survive the termination or expiry of any engagement for a period of five (5) years, or indefinitely with respect to trade secrets.

7.1 Fees & Invoicing

Fees for services are as specified in the applicable Statement of Work. Unless otherwise agreed, Addsus invoices on a monthly basis in arrears for time-and-material engagements, and per the milestone schedule for fixed-price projects.

7.2 Payment Due Dates

All invoices are due and payable within 30 calendar days of the invoice date, unless a different payment term is specified in the SOW. Payments must be made by bank transfer to the account details specified on each invoice.

7.3 Late Payment

Without limiting any other rights, Addsus reserves the right to:

• Charge interest on overdue amounts at the rate of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower), compounded monthly from the due date until full payment.
• Suspend delivery of services — including work in progress — without liability, after providing 7 days' written notice of the overdue amount.
• Recover reasonable costs of collection, including legal fees, where formal action is required.

7.4 Taxes

All fees are exclusive of applicable taxes. Goods and Services Tax (GST) and any other applicable statutory levies will be charged in addition to the agreed fees and itemised separately on each invoice. The Client is responsible for all applicable taxes in their own jurisdiction.

7.5 Disputed Invoices

If the Client disputes any portion of an invoice in good faith, they must notify Addsus in writing within 10 days of the invoice date, specifying the disputed amount and the grounds for dispute. Undisputed portions of the invoice remain due and payable on the original due date.

8.1 Cap on Liability

To the maximum extent permitted by applicable law, Addsus's total aggregate liability to the Client — whether in contract, tort (including negligence), breach of statutory duty, or otherwise — arising out of or in connection with any engagement shall not exceed the total fees paid by the Client to Addsus in the six (6) months immediately preceding the event giving rise to the claim.

8.2 Exclusion of Consequential Loss

In no event shall Addsus be liable for any indirect, incidental, special, punitive, or consequential loss or damages, including but not limited to:

• Loss of profits, revenue, or anticipated savings.
• Loss of business, contracts, or goodwill.
• Loss or corruption of data or systems.
• Business interruption losses, however caused and whether or not Addsus has been advised of the possibility of such damages.

8.3 Third-Party Services

Addsus is not liable for failures, errors, or interruptions in third-party services, APIs, cloud platforms, or infrastructure that are outside its direct control, including AWS, GCP, Azure, or any other vendor services specified or used in the delivery of a project.

9.1 Addsus Warranties

Addsus warrants that:

• Services will be performed with reasonable skill, care, and diligence by appropriately qualified personnel.
• Deliverables will materially conform to the specifications agreed in the applicable SOW at the time of delivery.
• Addsus has the right to enter into these Terms and to grant the intellectual property rights described herein.
• The services will not, to Addsus's knowledge, infringe the intellectual property rights of any third party.

9.2 Warranty Period

Unless a longer defect liability period is specified in the SOW, Addsus provides a 30-day warranty from the date of delivery/go-live for custom-developed Work Product. During this period, Addsus will, at no additional charge, remedy defects that cause the deliverable to materially deviate from the agreed specifications.

9.3 Disclaimer of Additional Warranties

Except as expressly stated in these Terms or a signed SOW, all services and deliverables are provided "as is" and "as available". Addsus expressly disclaims all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, and those arising from course of dealing or usage of trade.

Addsus does not warrant that services will be uninterrupted, error-free, or that any defects will be corrected outside the warranty period without additional fees.

The Client agrees to indemnify, defend, and hold harmless Addsus and its directors, officers, employees, subcontractors, and agents from and against any claims, liabilities, damages, losses, judgments, costs, and expenses (including reasonable legal fees) arising out of or related to:

• The Client's breach of these Terms or any applicable SOW.
• The Client's violation of any applicable law or regulation.
• Any claim that Client-provided materials — including data, content, or third-party integrations — infringe the intellectual property, privacy, or other rights of any third party.
• The Client's wilful misconduct, fraud, or negligence.
• Any use of Addsus deliverables beyond the scope of the granted licence.

Addsus will provide the Client with prompt written notice of any claim, reasonable cooperation in the defence, and the right to assume control of the defence (provided that Addsus may not be required to admit liability on the Client's behalf without prior written consent).

11.1 Termination for Convenience

Either party may terminate an engagement for convenience by providing 30 days' written notice to the other party, unless a different notice period is specified in the applicable SOW. Upon termination for convenience:

• The Client shall pay for all services rendered and expenses incurred through the effective termination date.
• Addsus shall deliver all completed Work Product for which full or pro-rated payment has been received.
• Any non-cancellable third-party costs committed by Addsus on the Client's behalf shall be reimbursed by the Client.

11.2 Termination for Cause

Either party may terminate an engagement immediately upon written notice if the other party:

• Commits a material breach of these Terms or the applicable SOW and fails to cure such breach within 14 days of written notice specifying the breach.
• Becomes insolvent, enters liquidation, administration, or any analogous insolvency proceedings.
• Engages in any act of fraud, wilful misconduct, or conduct that is materially prejudicial to the other party.

11.3 Effect of Termination

Termination of any engagement does not affect the survival of provisions that by their nature should survive, including Sections 5 (Intellectual Property), 6 (Confidentiality), 7 (Payment Terms — outstanding amounts), 8 (Limitation of Liability), 10 (Indemnification), 12 (Governing Law), and 13 (Dispute Resolution).

These Terms and any dispute, claim, or controversy arising out of or in connection with them — whether in contract, tort, statute, or otherwise — shall be governed by and construed in accordance with the laws of the Republic of India, specifically the State of Telangana, without regard to any conflict of law principles.

For matters that proceed to litigation (subject to the dispute resolution clause below), the parties irrevocably submit to the exclusive jurisdiction of the courts located in Hyderabad, Telangana, India.

For international clients, this governing law selection shall not deprive such clients of any mandatory consumer protection rights available under the laws of their home jurisdiction that cannot be contractually waived.

13.1 Good Faith Negotiation

In the event of any dispute, claim, or difference arising out of or in connection with these Terms or any engagement ("Dispute"), the parties shall first attempt to resolve the matter amicably through good faith negotiations between senior representatives of each party for a period of 30 days from the date written notice of the Dispute is given.

13.2 Mediation

If the Dispute is not resolved through negotiation within 30 days, either party may refer the matter to mediation administered by a mutually agreed mediator or, failing agreement, a mediator appointed by the Indian Institute of Arbitration & Mediation (IIAM) in accordance with its Mediation Rules. The costs of mediation shall be shared equally between the parties.

13.3 Arbitration

If the Dispute remains unresolved following mediation, it shall be finally settled by binding arbitration under the Arbitration and Conciliation Act, 1996 (as amended), conducted by a sole arbitrator mutually agreed by the parties, or appointed by the IIAM in the absence of agreement. The seat and venue of arbitration shall be Hyderabad, India. The language of arbitration shall be English. The arbitral award shall be final and binding.

13.4 Emergency Relief

Nothing in this Section prevents either party from seeking urgent interim or injunctive relief from a court of competent jurisdiction where necessary to prevent irreparable harm — including relief relating to breach of confidentiality or intellectual property infringement.

14.1 Entire Agreement

These Terms, together with any applicable SOW or MSA, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior negotiations, representations, warranties, and understandings.

14.2 Amendments

Addsus may update these Terms periodically. Material changes will be communicated via email to active clients and posted on our website with at least 30 days' notice before taking effect. Continued engagement after the effective date constitutes acceptance of the revised Terms. Any amendment to a signed SOW requires written agreement by both parties.

14.3 Severability

If any provision of these Terms is held to be invalid, unenforceable, or void by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

14.4 Waiver

No failure or delay by either party in exercising any right or remedy under these Terms shall constitute a waiver of that right or remedy. A waiver of any breach shall not be a waiver of any subsequent breach.

14.5 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond their reasonable control, including acts of God, natural disasters, pandemics, government actions, war, terrorism, cyberattacks by third parties, industrial disputes, or failure of essential utilities or infrastructure — provided the affected party notifies the other promptly and uses reasonable efforts to mitigate the impact.

14.6 Assignment

The Client may not assign, transfer, or sub-licence any rights or obligations under these Terms without Addsus's prior written consent. Addsus may assign its rights and obligations to any affiliate, successor entity, or acquirer of all or substantially all of its business, without requiring the Client's consent.

14.7 Relationship of the Parties

Nothing in these Terms creates or implies a partnership, joint venture, employment relationship, or agency between the parties. Addsus operates as an independent contractor at all times.

14.8 Notices

All formal notices under these Terms must be in writing and delivered by email with read receipt, registered post, or reputable courier to the addresses specified in the applicable SOW or MSA, or as updated in writing by either party. Notices take effect on the date of confirmed delivery.

For questions, concerns, or formal notices regarding these Terms of Service, please contact our Legal & Compliance team: