Acceptance of Terms

By accessing our website, engaging in consultations, or utilizing the software development and digital services provided by ProjuktiSheba, you agree to be bound by these comprehensive Terms of Service.

These terms, along with any mutually signed Statement of Work or Master Service Agreement , constitute the entire agreement between you and the Company. If you do not agree to all terms and conditions stated herein, you must refrain from using our services.

Services Provided

The Company specializes in custom software engineering, mobile application development, UI/UX design, cloud infrastructure architecture, API integrations, and ongoing system maintenance.

• Scope of Work: The specific deliverables, features, timelines, and technical requirements for each project will be rigorously defined in a separate Statement of Work (SOW) provided prior to project commencement.
• Scope Changes: Any requests for additional features or modifications outside the original SOW will be treated as "Scope Creep." These will require a formal Change Request and may result in adjustments to project timelines and overall costs.

Intellectual Property

We believe in transparent ownership. The transfer of intellectual property rights is contingent upon the full and final payment of all invoices related to the project.

• Client Ownership: Upon receipt of full payment, the Client is granted exclusive, non-transferable ownership of the final custom source code, compiled binaries, and specific digital assets created exclusively for their project.
• Company Retained Rights: The Company retains full ownership of any proprietary frameworks, baseline algorithms, reusable code libraries, and pre-existing tools ("Background Technology") utilized during development. The Client is granted a perpetual, royalty-free license to use this Background Technology only as an integrated part of the final deliverable.
• Third-Party & Open Source: Projects may incorporate open-source software or third-party APIs. These components remain subject to their respective original licensing agreements (e.g., MIT, GPL, Apache).

Client Responsibilities

Successful software development is a collaborative effort. To ensure timely and high-quality project delivery, the Client agrees to:

• Provide prompt and consolidated feedback during review cycles, typically within 2 to 3 business days of a sprint delivery.
• Supply all necessary digital assets, brand guidelines, database exports, and API credentials required for development.
• Ensure they possess the legal right and necessary licenses for any text, images, or data they provide to the Company for inclusion in the software.

Note: Delays caused by the Client's failure to provide requisite materials or approvals may result in parallel delays to project milestones and could incur project pause or resume fees.

Fees and Payment

Pricing for our Services is project-dependent and will be clearly outlined in your custom SOW. We typically operate on milestone-based billing for fixed-price projects or monthly invoicing for retainer-based DevOps and maintenance.

• Invoicing: Invoices will be issued upon the completion of predefined milestones. Payments are strictly due within fourteen (14) days of the invoice date.
• Late Fees: Overdue payments may accrue a late penalty of 1.5% per month on the outstanding balance.
• Suspension of Service: The Company reserves the right to pause active development, suspend staging environments, or withhold final deployment and source code transfer if payments fall into arrears by more than 30 days.

Warranties & Disclaimers

The Company warrants that all development Services will be performed by qualified personnel in a professional, workmanlike manner, adhering to modern industry standards and best practices.

Limitation of Liability

To the maximum extent permitted by applicable law, the Company, its directors, employees, and affiliates shall not be liable for any indirect, punitive, incidental, special, or consequential damages. This includes, but is not limited to, loss of revenue, lost profits, data loss, business interruption, or reputational damage arising out of or in any way connected with the use or inability to use our software deliverables.

In any event, the total aggregate liability of the Company for any claims arising under or related to a specific project shall not exceed the total amount of fees actually paid by the Client to the Company for that specific project during the six months preceding the claim.

Termination

We understand that business priorities shift. Either party may terminate an active project or this agreement at any time by providing a thirty (30) day written notice to the other party.

• Upon Client Termination: The Client is responsible for paying for all Services actively performed, hours logged, and non-refundable expenses incurred up to the effective date of termination.
• Upon Company Termination: If we terminate the agreement without cause, we will provide all in-progress code and assets paid for up to that date to ensure a smooth transition to another vendor.

Governing Law

These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of Bangladesh, without regard to its conflict of law provisions.

In the event of a dispute, both parties agree to first attempt to resolve the issue in good faith through informal negotiation or mediation. If a resolution cannot be reached within forty-five (45) days, the dispute shall be subject to the exclusive jurisdiction of the competent courts located in Rajshahi, Bangladesh.