Terms & Conditions

1. Definitions and Interpretation

1.1 Definitions

In these Terms, unless context requires otherwise, the following meanings are assigned to these terms:

• "Services" means all technology solutions including web development using React/Angular/Node.js, mobile applications for iOS and Android, AI and machine learning solutions with TensorFlow/PyTorch, cloud computing services on AWS/Azure/Google Cloud, enterprise software development, e-commerce platforms, IoT solutions, AR/VR development, digital security, consulting, and related professional services provided by the Company as detailed on our Services page
• "Client", "Customer", or "You" means any individual, partnership, company, organisation, or legal entity that engages the Company's Services, whether on project basis, subscription model, or ongoing retainer
• "Agreement" or "Contract" means the binding contract formed between the Company and Client for provision of Services. These Terms, specific service agreements, proposals, statements of work (SOW), and any amendments executed in writing are included in this contract
• "Deliverables" means the tangible and intangible outputs, products, results, source code, documentation, designs, applications, or work products to be provided by the Company under the Services as specified in project agreements
• "Website" means www.breeur.com and all associated web properties, subdomains, mobile applications, and digital platforms owned and operated by Breeur Solutions
• "Intellectual Property" or "IP" means all patents, copyrights, trademarks, service marks, trade secrets, trade names, database rights, design rights, moral rights, know-how, source code, and other proprietary rights, whether registered or unregistered. All applications for and renewals of such rights are included
• "Confidential Information" means all non-public information disclosed by either party. Business plans, technical data, customer lists, financial information, software code, designs, methodologies, and any information marked as confidential or that should be considered confidential are included
• "Force Majeure" means any event beyond the reasonable control of a party. Natural disasters, pandemics, acts of God, war, terrorism, civil unrest, government actions, Internet failures, or telecommunications outages are included

1.2 Interpretation

In these Terms: (a) "writing" includes email and electronic communications; (b) headings are for convenience and do not affect interpretation; (c) singular includes plural and the reverse; (d) "including" means "including without limitation"; (e) statutes include amendments and re-enactments; (f) time periods calculated from an event exclude the day of that event.

2. Acceptance of Terms

By accessing our Website, requesting quotes, engaging our Services, or executing service agreements, acknowledgement, representation, and warranty are made that:

• These Terms, our Privacy Policy, Cookie Policy, and Refund Policy have been read, understood, and agreement exists to be bound by them. These documents are incorporated herein by reference and form part of this Agreement
• Legal capacity, authority, and competence exist to enter into binding contracts under Indian law. The age of at least 18 years (or legal age of majority in your jurisdiction) has been reached
• If acceptance occurs on behalf of a business entity, company, partnership, or organisation, legal authority exists to bind that entity to these Terms. References to "you" shall refer to such entity
• Compliance is maintained with all applicable federal, state, and local laws and regulations of India. The Information Technology Act, 2000, IT (Reasonable Security Practices) Rules, 2011, and Indian Contract Act, 1872 are included
• All information provided to us is accurate, complete, current, and not misleading. This information will be maintained and updated to ensure accuracy
• Our Services will not be used for any illegal, unauthorised, or prohibited purposes or in any manner that could damage, disable, overburden, or impair our systems

3. Services

3.1 Scope of Services

The Company provides technology solutions and professional services that include but are not limited to:

• Web Development: Custom website design and development using React, Angular, Vue.js, Node.js, Laravel, WordPress, progressive web apps (PWA), responsive design, CMS integration. View Web Development services
• Mobile Application Development: Native iOS (Swift, Objective-C) and Android (Kotlin, Java) apps, cross-platform development with React Native and Flutter. View Mobile App Development services
• Artificial Intelligence & Machine Learning: ChatGPT integration, custom ML models with TensorFlow/PyTorch, NLP, computer vision, predictive analytics, chatbots. View AI & ML Solutions
• Cloud Computing & SaaS: AWS, Azure, Google Cloud deployment, cloud migration, serverless architecture, SaaS development. View Cloud Solutions
• Enterprise Software: ERP, CRM, custom business applications, workflow automation. View Enterprise Software
• E-commerce Development: Online stores, multi-vendor marketplaces, payment gateway integration. View E-commerce Development
• IoT Solutions: Connected devices, sensor integration, real-time monitoring. View IoT Solutions
• AR/VR Development: Unity 3D, Unreal Engine, Meta Quest, immersive experiences. View AR/VR Development
• Digital Security: Cybersecurity audits, penetration testing, compliance (ISO 27001, GDPR). View Digital Security
• Consulting & Advisory: Technology strategy, digital transformation, architecture consulting

3.2 Service Agreements and Documentation

Specific services will be governed by and documented through:

• Written Proposals: Detailed project proposals are provided with scope, deliverables, timelines, milestones, fees, payment schedule, and assumptions included
• Statements of Work (SOW): SOW documents specify technical requirements, functional specifications, acceptance criteria, testing procedures, and deployment plans
• Service-Specific Agreements: Dedicated contracts exist for specific service types. Software development agreements, maintenance and support agreements, consulting agreements, and subscription service agreements are included
• Project Specifications: Technical specifications, wireframes, mockups, data flow diagrams, API documentation, database schemas, and architecture documents are provided
• Change Orders: Written amendments are created for scope changes, additional features, or modifications to original agreements. Associated fee and timeline adjustments are included
• These General Terms: These Terms and Conditions apply to all services unless specific service agreements supersede them

3.3 Service Performance and Standards

The Company is committed to:

• Services are performed with skill, care, and diligence consistent with industry practices and professional standards
• Qualified personnel with appropriate expertise, training, and experience are utilised for the Services engaged
• Agreed methodologies are followed. Agile, Scrum, Waterfall, or hybrid approaches as specified in project documentation are included
• Progress updates, milestone reports are provided. Transparent communication is maintained throughout project lifecycle
• Agreed timelines and schedules are adhered to. Prompt notification is given for any delays or issues that may impact delivery
• Quality assurance processes are implemented. Code reviews, testing (unit, integration, UAT), and bug fixing are included

3.4 Modifications to Services

The right is reserved to modify, suspend, discontinue, or enhance any aspect of our Services at any time. For material changes affecting active client engagements:

• Advance notice is provided (minimum 30 days for ongoing services, immediate notice for project-based services)
• Clients with active contracts will be offered alternatives, migration paths, or option to terminate without penalty
• Changes required by law, regulation, or security concerns may be implemented at once with prompt notification
• Feature enhancements or improvements will be communicated through email, Website notices, or client portals

3.5 Service Limitations

Client acknowledges and agrees that:

• Services are provided subject to technical limitations, third-party dependencies, and platform constraints
• Performance may be affected by factors outside Company's control. Client's infrastructure, Internet connectivity, and third-party services are included
• No guarantees are made regarding specific business outcomes, revenue increases, cost savings, or market success resulting from Services
• Timelines and estimates are based on information provided by Client. Changes may occur if requirements, scope, or underlying assumptions change

4. Client Obligations

4.1 Information and Cooperation

For successful service delivery, Clients agree to:

• Timely Information: Accurate, complete, and timely information, requirements, specifications, content, graphics, branding materials, and any other materials necessary for service delivery are provided within agreed timeframes
• Prompt Responses: Responses are given within 2-5 business days (unless otherwise agreed) to requests for feedback, approvals, clarifications, or decisions to avoid project delays
• Authorised Representatives: One or more authorised representatives with decision-making authority are designated for project approvals, scope changes, and contractual matters
• System Access: Necessary and timely access is provided to systems, servers, databases, APIs, credentials, documentation, and resources required for service delivery. Appropriate security protocols are maintained
• Good Faith Cooperation: Cooperation is maintained in good faith throughout the engagement. Participation occurs in meetings, reviews, and testing activities. Issues are resolved in a collaborative manner
• Testing and Acceptance: Thorough testing of deliverables is conducted. Constructive feedback is provided. Acceptance testing is completed within agreed timeframes (5-10 business days)
• Environment Preparation: Appropriate environments (development, staging, production) are prepared and maintained. Servers, hosting, domains, and necessary infrastructure are included

4.2 Client-Provided Materials and Content

Clients represent, warrant, and covenant that:

• Ownership and Rights: All materials, content, text, images, videos, logos, trademarks, data, and information provided to the Company are either owned by Client or all necessary rights, licences, permissions, and consents have been obtained for their use
• No Infringement: Client materials do not infringe, misappropriate, or violate any third-party intellectual property rights, patents, copyrights, trademarks, trade secrets, privacy rights, publicity rights, or any other proprietary rights
• Legal Compliance: Content complies with all applicable laws and regulations. The Information Technology Act, 2000, Indian Penal Code, copyright laws, trademark laws, data protection laws, and industry-specific regulations are included
• No Harmful Content: Materials do not contain viruses, malware, harmful code, or any content that is defamatory, obscene, pornographic, hateful, discriminatory, threatening, harassing, or otherwise objectionable or illegal
• Indemnification: Client will indemnify, defend, and hold harmless the Company from any claims, damages, losses, liabilities, and expenses (including legal fees) arising from Client-provided materials or content

4.3 Client Responsibilities for Hosted Services

For services hosted or managed by Client:

• Adequate server resources, bandwidth, and hosting infrastructure are maintained to support delivered applications
• Appropriate security measures are implemented and maintained. Firewalls, SSL certificates, backups, and access controls are included
• Compliance is ensured with third-party service provider terms of service (hosting providers, cloud platforms, payment gateways)
• Timely payment is made of third-party fees. Hosting, domains, licences, API usage, and cloud infrastructure fees are included
• Security patches, updates, and maintenance are applied as recommended by the Company

4.4 Consequences of Non-Cooperation

If Client fails to fulfil obligations outlined in this section:

• Project timelines may be extended by the duration of Client delays without liability to the Company
• Additional fees resulting from delays, rework due to late feedback, or scope changes may be charged to Client at prevailing rates
• The Company may suspend Services until Client obligations are fulfilled, without waiving payment obligations for work completed
• The Company may terminate the Agreement for material breach with 15 days written notice if Client fails to cure after notification

5. Payment Terms

5.1 Fees and Charges

Payment terms for Services include:

• Service Fees: Fees are specified in written proposals, quotes, service agreements, or statements of work
• Payment Structures: Various payment models are offered. Fixed-price projects, time and materials (hourly rates), milestone-based payments, monthly retainers, or subscription-based pricing are included as agreed in writing
• Scope Changes: Additional charges apply for scope changes, extra features, additional revisions beyond agreed limits, or out-of-scope work requested by Client. Billing occurs at prevailing rates or by mutual agreement
• Third-Party Costs: Client is responsible for third-party fees. Hosting, domain registration, SSL certificates, payment gateway charges, API licences, cloud infrastructure, stock images/fonts, and other external services are included
• Taxes: All fees are exclusive of applicable taxes. Client will pay all taxes. GST (Goods and Services Tax), service tax, withholding tax (TDS if applicable), and any other government-imposed levies as per Indian tax laws are included
• Currency: Unless otherwise specified, all fees are quoted and payable in Indian Rupees (INR). For international clients, payments may be accepted in USD, EUR, or GBP at exchange rates applicable on the invoice date

5.2 Payment Schedule and Terms

Standard payment terms unless otherwise agreed in writing:

• Project-Based: Milestone payments are made as specified in project agreement. Advance payment on contract signing, progress payments on milestone completion, and final payment on project acceptance are included
• Ongoing Services: Monthly invoicing occurs with payment due within 15 days (Net-15) or 30 days (Net-30) as specified in agreement
• Hourly/Time & Materials: Bi-weekly or monthly invoicing is based on time tracked and expenses incurred, due within 15 days of invoice date
• Advance Payments: All projects require advance payment before work begins. Work will not start until advance payment is received and cleared
• Invoice Delivery: Invoices will be sent via email to Client's designated billing contact with detailed breakdown of services, hours, rates, and applicable taxes

5.3 Payment Methods

Payments are accepted through the following methods:

• Bank Transfer/NEFT/RTGS: Direct transfer to our business account (preferred method) - banking details are provided on invoices
• Online Payment Gateways: Razorpay, PayU, Instamojo, or other authorised gateways - convenience fees may apply
• Credit/Debit Cards: Visa, MasterCard, American Express - processing fees may apply
• International Wire Transfer: For international clients with SWIFT codes - bank charges as applicable
• Payment Links: Secure payment links are sent via email for convenient online payment
• Other Methods: UPI, cheque (with prior approval), or other methods as agreed in writing

5.4 Late Payments and Consequences

Late payments beyond due dates are subject to:

• Interest Charges: Late payment interest at the rate of 1.5% per month (18% per annum) or the maximum rate permitted under Indian law, whichever is less, is calculated from the due date until payment is received
• Service Suspension: The Company reserves the right to suspend Services, withhold deliverables, disable applications, or suspend hosting/maintenance until all outstanding payments are received in full
• Collection Costs: Client will be responsible for all costs of collection. Attorney's fees, court costs, and legal expenses incurred in collecting overdue amounts are included
• Agreement Termination: The Company may terminate the Agreement for continued non-payment (30+ days overdue) with immediate effect by written notice, without prejudice to any other rights or remedies
• Credit Hold: Future services will be placed on credit hold until payment history is brought current. Advance payment is required for new work
• Legal Action: Legal remedies may be pursued. Filing suits in courts of Mumbai, Maharashtra for recovery of dues plus interest and fees is included

5.5 Disputed Invoices

If Client disputes any invoice:

• The Company must be notified in writing within 10 days of invoice date. The disputed amount and detailed reasons must be specified
• The undisputed portion must be paid by the due date to avoid late payment consequences
• Both parties will work in good faith to resolve the dispute within 15 days through documentation review and discussion
• If resolution occurs in Client's favour, a credit memo or refund will be issued by Company within 10 business days
• Failure to notify within 10 days constitutes acceptance of the invoice. Full payment becomes due

5.6 Refunds and Cancellations

Refund policies are governed by our Refund Policy, which forms an integral part of these Terms. Key points include:

• Advance payments are non-refundable after work has started, except as specified in the Refund Policy
• Refunds for cancelled projects are calculated based on work completed, with deduction for hours spent and resources utilised
• Refund requests must be submitted in writing within specified timeframes as outlined in the Refund Policy
• Approved refunds will be processed within 15-30 business days to the original payment method or as bank transfer
• Our complete Refund Policy should be reviewed for detailed terms, conditions, and procedures

6. Intellectual Property Rights

6.1 Company Intellectual Property

All rights in the following remain the exclusive property of the Company:

• Pre-existing intellectual property, tools, frameworks, libraries, methodologies, and processes developed by the Company prior to or independent of the engagement
• Software frameworks, reusable components, code libraries, templates, and development tools used in providing Services
• Trademarks, service marks, logos, branding materials, and trade names of Breeur Solutions
• General knowledge, skills, expertise, and experience developed through projects and engagements
• Proprietary methodologies, processes, and best practices used in service delivery

6.2 Client Intellectual Property

Upon full payment of all fees due, clients receive:

• Ownership of Custom Deliverables: Ownership rights are granted to custom-developed deliverables created for Client as specified in project agreements and statements of work
• Licence to Use Tools: Non-exclusive, perpetual licence is provided to use Company tools, frameworks, and reusable components embedded in or necessary for operation of deliverables
• Client Content Rights: All rights to content, materials, data, and information provided by the Client remain the property of the Client
• Transfer of IP: Formal transfer of intellectual property rights occurs upon final payment and project completion as documented in writing

6.3 Third-Party Components

Services may incorporate third-party software, libraries, frameworks, or services subject to:

• Their respective open-source licences (MIT, Apache, GPL, etc.) or commercial licence terms
• Client's obligation to comply with such third-party licence terms and conditions
• Disclosure of third-party components in project documentation
• Client's separate procurement of commercial licences where required

6.4 Portfolio and Marketing Rights

6.5 Reservation of Rights

All rights not granted to Client are reserved by the Company. Client may not:

• Reverse engineer, decompile, or disassemble Company's proprietary tools or frameworks
• Remove, alter, or obscure any copyright, trademark, or proprietary notices
• Use Company's intellectual property to create derivative works for commercial distribution
• Licence, sell, or transfer Company's tools or frameworks to third parties

7. Confidentiality

7.1 Confidential Information

Both parties agree to:

• Confidentiality is maintained for all proprietary and sensitive information disclosed during the engagement
• Confidential information is used for the purpose of the engagement and not for any other purpose
• Security measures are implemented to protect confidential information from unauthorised access, use, or disclosure
• Access to confidential information is limited to employees, contractors, or agents who have a need to know
• All confidential information is returned or destroyed upon termination of the engagement or upon request
• Confidential information is not disclosed to any third party without prior written consent

7.2 Exceptions to Confidentiality

Confidentiality obligations do not apply to information that:

• Is public or becomes public through no fault of the receiving party
• Was known to the receiving party prior to disclosure without obligation of confidentiality
• Is developed by the receiving party without use of or reference to the confidential information
• Is obtained from a third party without breach of confidentiality obligations
• Must be disclosed by law, regulation, court order, or government authority (with prompt notice to the disclosing party)

7.3 Duration of Confidentiality

Confidentiality obligations shall:

• Remain in effect during the term of the engagement and for a period of five (5) years following termination or completion
• Survive termination of the Agreement for the specified duration
• Continue without limit for trade secrets and information that qualifies for permanent protection under applicable law

7.4 Remedies for Breach

Both parties acknowledge that:

• Breach of confidentiality obligations may cause harm for which monetary damages may be inadequate
• The injured party shall be entitled to seek injunctive relief and specific performance in addition to all other available remedies
• The breaching party shall be liable for all damages, losses, and expenses resulting from unauthorised disclosure

8. Warranties and Representations

8.1 Company Warranties

The Company warrants that:

• Professional Standards: Services will be performed with skill, care, and diligence consistent with industry practices and professional standards
• Conformance to Specifications: Work will conform to specifications and requirements in the service agreement and accepted statements of work
• Non-Infringement: Services and deliverables will not infringe third-party intellectual property rights (Client-provided materials and third-party components are excluded)
• Authority: Company has the right, power, and authority to enter into this Agreement and provide the Services
• Qualified Personnel: Qualified personnel with appropriate skills and experience will be utilised to perform the Services

8.2 Warranty Period and Remedies

Unless otherwise specified in writing:

• Warranty Duration: Software and development work includes a warranty period of 30 to 90 days from acceptance or go-live date (as specified in project agreement)
• Warranty Coverage: Correction of defects, errors, and non-conformance to agreed specifications is covered by warranty
• Warranty Exclusions: Issues arising from Client modifications, misuse, unauthorised changes, third-party software, hosting environment issues, or causes beyond Company's control are not covered by warranty
• Warranty Remedy: Re-performance of non-conforming Services is Company's obligation and Client's exclusive remedy for warranty breach. If re-performance is not feasible, refund of fees paid for the defective portion will be provided
• Notice Requirement: Written notice of warranty claims must be provided by Client within the warranty period with detailed description of the defect or non-conformance

8.3 Client Warranties

Client warrants that:

• Authority exists to enter into this Agreement and engage the Services
• All information, materials, and content provided to Company are accurate, complete, and do not infringe third-party rights
• Compliance will be maintained with all applicable laws and regulations in connection with use of Services and deliverables
• All necessary permissions, licences, and consents have been obtained for materials provided to Company

8.4 Warranty Disclaimer

9. Limitation of Liability

9.1 Liability Cap

To the maximum extent permitted by applicable law:

• Maximum Liability: Company's total liability for all claims arising out of or related to this Agreement or the Services shall not exceed the total fees paid by Client to Company in the twelve (12) months before the event giving rise to liability
• Project-Based Services: For one-time projects, liability is limited to the total fees paid for that specific project
• Multiple Claims: Multiple claims shall not increase the liability cap. All claims shall be aggregated and subject to the single maximum liability amount
• Per Incident Cap: Notwithstanding the aggregate cap, liability for any single incident or series of related incidents shall not exceed the fees paid in the three (3) months prior to such incident

9.2 Excluded Damages

In no event shall the Company be liable for:

• Indirect Damages: Any indirect, incidental, consequential, special, exemplary, or punitive damages
• Business Losses: Loss of profits, revenue, business opportunities, goodwill, reputation, or anticipated savings
• Data Loss: Loss of data or information (except to the extent caused by Company's gross negligence or wilful misconduct)
• Substitute Costs: Cost of procurement of substitute services, goods, or technology
• Third-Party Claims: Claims or damages arising from third-party actions or services
• Client Actions: Damages resulting from Client's misuse, modification, or unauthorised changes to deliverables
• Force Majeure: Damages arising from Force Majeure events or circumstances beyond Company's control

These exclusions apply even if Company has been advised of the possibility of such damages and regardless of the legal theory upon which liability is based (contract, tort, negligence, strict liability, or otherwise).

9.3 Exceptions to Limitations

Liability limitations in this Section 9 do not apply to:

• Claims for death or personal injury caused by Company's negligence
• Damages arising from Company's gross negligence, wilful misconduct, or fraud
• Company's obligations to indemnify Client under Section 10 (Indemnification)
• Breaches of confidentiality obligations under Section 7
• Liabilities that cannot be excluded or limited under applicable Indian law

9.4 Basis of the Bargain

Client acknowledges and agrees that:

• The fees charged by Company reflect the allocation of risk set forth in this Agreement. The limitations and exclusions of liability are included
• The limitations of liability are a fundamental element of the basis of the bargain between Company and Client
• Services could not be provided by Company on an economical basis without these limitations
• These limitations shall apply notwithstanding any failure of essential purpose of any limited remedy

9.5 Client's Mitigation Obligations

Client agrees to:

• Steps are taken to mitigate any losses or damages resulting from Company's breach or non-performance
• Prompt notice is provided to Company of any issues, defects, or problems with Services or deliverables
• Cooperation is given to Company in investigating and resolving any claims or disputes
• Appropriate backups, disaster recovery plans, and business continuity measures are maintained

10. Indemnification

10.1 Client Indemnification Obligations

Client agrees to indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, agents, and contractors from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including legal fees and court costs) arising from or related to:

• Client Materials: Any Client-provided content, materials, data, information, or instructions. Claims of infringement or misappropriation of third-party intellectual property rights are included
• Breach of Terms: Client's breach of any representation, warranty, or obligation under this Agreement
• Use of Deliverables: Client's use, modification, or distribution of deliverables in violation of applicable laws, regulations, or third-party rights
• Third-Party Claims: Claims by third parties arising from Client's business operations, products, or services
• Negligence or Misconduct: Client's negligence, wilful misconduct, or illegal activities
• Privacy Violations: Client's violations of privacy laws or unauthorised use of personal data

10.2 Company Indemnification Obligations

Company agrees to indemnify, defend, and hold harmless Client from and against claims by third parties alleging that:

• IP Infringement: Company-developed deliverables (Client materials and third-party components are excluded) infringe third-party patents, copyrights, or trade secrets
• Scope of Indemnity: Final deliverables delivered and accepted by Client, used within the scope and purpose intended, are covered by this indemnity

10.3 Indemnification Conditions and Procedures

Indemnification obligations are subject to the indemnified party:

• Prompt Notice: Prompt written notice of any claim is provided to the indemnifying party (delay in notice does not relieve indemnification obligations except to extent prejudiced by delay)
• Control of Defence: The indemnifying party is allowed to control the defence and settlement of the claim (indemnified party may participate with own counsel at own expense)
• Reasonable Cooperation: Cooperation, information, and assistance are provided in the defence of the claim
• No Admission: No admission of liability or settlement of the claim occurs without indemnifying party's prior written consent

10.4 Remedies for IP Infringement Claims

If deliverables are or Company believes may be subject to an infringement claim, Company may at its option and expense:

• The right for Client to continue using the deliverables is obtained
• The deliverables are modified or replaced to make them non-infringing while maintaining equivalent functionality
• If the above options are not reasonable, the licence is terminated and fees paid for the infringing portion are refunded

10.5 Exclusions from Company Indemnity

Company has no indemnification obligation for claims arising from:

• Client-provided materials, content, specifications, or designs
• Modifications to deliverables made by anyone other than Company
• Use of deliverables in combination with non-Company products, services, or data not contemplated in specifications
• Use of other than the current, unaltered version of deliverables if infringement would have been avoided by use of current version
• Continued use after Company notified Client of infringement or provided non-infringing alternative
• Third-party open-source or commercial components (subject to their own licence terms)

11. Term and Termination

11.1 Term

These Terms remain in effect for as long as access or use occurs of our Website or Services, or until termination in accordance with this Section 11.

11.2 Termination for Convenience

Either party may terminate this Agreement for convenience as follows:

• Ongoing Services: Subscription-based or ongoing services may be terminated by either party with thirty (30) days prior written notice
• Project-Based Services: For project-based services, termination for convenience requires mutual written agreement and settlement of fees for work completed
• Payment Obligations: Client remains obligated to pay for all services rendered, work in progress, and non-cancellable commitments up to the effective termination date
• Transition Assistance: Upon request, transition assistance will be provided by Company for up to thirty (30) days at standard hourly rates

11.3 Termination for Cause

Either party may terminate this Agreement with written notice if the other party:

• Material Breach: Breaches any provision of this Agreement and fails to cure such breach within fifteen (15) days after receiving written notice specifying the breach
• Payment Default: Fails to pay undisputed amounts when due and does not cure within ten (10) days of written notice
• Insolvency: Becomes insolvent, makes an assignment for benefit of creditors, files or has filed against it any bankruptcy or insolvency proceeding, goes into liquidation or receivership
• Cessation of Business: Ceases to carry on business operations in the normal course
• Illegal Conduct: Engages in illegal, fraudulent, or unethical conduct related to the Agreement

11.4 Effects of Termination

Upon termination or expiration of this Agreement:

• Payment Obligations: All outstanding fees, charges, and expenses for services rendered through the termination date are paid by Client. Work in progress is included
• Work in Progress: Work completed to date will be delivered by Company in its then-current state. Rights to work in progress transfer only upon receipt of full payment
• Return of Materials: All confidential information and materials of the other party are returned or destroyed by each party (except as required by law or for archival purposes)
• Suspension of Services: Access to applications, hosting, or services may be suspended by Company
• Data Retrieval: Client shall have thirty (30) days to retrieve any data or content from Company-hosted systems before permanent deletion
• Licence Termination: All licences granted under this Agreement (except for fully paid perpetual licences) shall terminate

11.5 Survival

The following provisions shall survive termination or expiration of this Agreement:

• Payment obligations for services rendered prior to termination
• Intellectual Property Rights (Section 6)
• Confidentiality (Section 7)
• Warranties (Section 8, for applicable warranty periods)
• Limitation of Liability (Section 9)
• Indemnification (Section 10)
• Dispute Resolution (Section 14)
• Governing Law (Section 15)
• Any other provision that by its nature should survive

11.6 No Waiver

Termination of this Agreement shall not:

• Relieve either party of obligations incurred prior to termination
• Affect any right or remedy that has accrued prior to termination
• Constitute a waiver of any rights or remedies available at law or in equity
• Affect any provision stated to survive termination

12. Force Majeure

Neither party shall be liable for any failure or delay in performance of its obligations under this Agreement (payment obligations are excluded) to the extent such failure or delay is caused by circumstances beyond that party's control. These circumstances include but are not limited to:

• Natural Disasters: Earthquakes, floods, hurricanes, storms, fires, or other acts of God
• Pandemics: Epidemics, pandemics, quarantines, or public health emergencies
• War and Terrorism: War, invasion, hostilities, terrorism, civil unrest, riots, or military actions
• Government Actions: Government orders, laws, regulations, embargoes, or restrictions
• Infrastructure Failures: Internet service provider failures, telecommunications outages, power failures, or data centre disruptions
• Labour Disputes: Strikes, lockouts, or labour disputes (disputes involving the party's own employees are excluded)
• Supply Chain Issues: Supplier failures, material shortages, or transportation disruptions

12.1 Notice and Mitigation

The party affected by a Force Majeure event shall:

• Prompt written notice is provided to the other party describing the Force Majeure event and its expected duration
• Efforts are used to mitigate the effects of the Force Majeure event and resume performance as soon as practical
• Updates on status and expected resolution timeline are provided
• Performance is resumed once the Force Majeure event has ceased

12.2 Extended Force Majeure

If a Force Majeure event continues for more than sixty (60) consecutive days:

• The affected portion of this Agreement may be terminated by either party by providing written notice to the other party
• All services performed and expenses incurred up to the termination date are paid by Client
• Neither party shall be liable to the other for any damages resulting from such termination

13. Privacy and Data Protection

Our collection, use, storage, and protection of personal information is governed by our Privacy Policy. This policy is incorporated into these Terms by reference and forms an integral part of this Agreement.

13.1 Applicable Laws and Compliance

Compliance is maintained with applicable Indian data protection and privacy laws. These include:

• Information Technology Act, 2000: IT Act 2000 and Rules made thereunder
• IT (Reasonable Security Practices) Rules, 2011: Security practices and procedures for sensitive personal data
• IT (Intermediary Guidelines) Rules, 2021: Guidelines for intermediaries and digital media ethics
• Digital Personal Data Protection Act: Any applicable data protection legislation enacted in India

13.2 Data Processing

In the course of providing Services:

• Personal data provided by Client or collected through Services is processed by the Company in accordance with our Privacy Policy
• Client data is used for the purpose of providing Services, maintaining systems, improving our offerings, and as permitted by applicable law
• Appropriate technical and organisational measures are implemented to protect personal data against unauthorised access, loss, destruction, or alteration
• Data is retained for the duration necessary to provide Services and as required by applicable laws

13.3 Client Responsibilities

When Client provides personal data or collects data through deliverables:

• Compliance is maintained by Client with all applicable data protection and privacy laws
• Necessary consents, permissions, and legal bases for collection and processing of personal data are obtained by Client
• Clear and accurate privacy notices are provided by Client to data subjects
• Data subject rights (access, correction, deletion) are respected by Client under applicable laws
• Data security measures appropriate to the sensitivity of data are implemented by Client

13.4 Cookies and Tracking

Our use of cookies and tracking technologies is governed by our Cookie Policy. This policy provides details on:

• Types of cookies used on our Website
• Purposes for which cookies are used
• Your choices regarding cookies and tracking
• Third-party cookies and analytics services

13.5 Data Breach Notification

In the event of a data breach affecting Client data:

• Notification is provided to Client without delay after becoming aware of the breach
• Information about the nature of the breach, affected data, and steps taken to address it is provided
• Cooperation is given to Client in any breach investigation and remediation efforts
• Reasonable assistance is provided to Client in meeting any breach notification obligations under applicable law

14. Dispute Resolution

14.1 Negotiation in Good Faith

In the event of any dispute, controversy, or claim arising out of or relating to this Agreement:

• The parties shall first attempt to resolve the dispute through good faith negotiations
• Written notice of the dispute is provided to the other party with a detailed description of the issue
• Senior representatives of both parties shall meet (in person or via video conference) within fifteen (15) days of such notice
• The parties shall negotiate in good faith for a period of thirty (30) days to attempt to resolve the dispute

14.2 Mediation

If the dispute is not resolved through negotiation within thirty (30) days:

• The parties may agree to submit the dispute to mediation before an independent mediator
• The mediator shall be mutually agreed upon by both parties
• Mediation proceedings shall be conducted in Mumbai, Maharashtra, India
• Each party shall bear its own costs of mediation. Mediator fees shall be shared equally
• Mediation is voluntary and non-binding unless a settlement agreement is executed

14.3 Arbitration

If mediation is unsuccessful or not pursued, disputes shall be resolved through arbitration:

• Arbitration Forum: Arbitration shall be conducted under the Arbitration and Conciliation Act, 1996 (as amended)
• Seat of Arbitration: The seat and venue of arbitration shall be Mumbai, Maharashtra, India
• Language: Arbitration proceedings shall be conducted in English
• Number of Arbitrators: The arbitration shall be conducted by a sole arbitrator for disputes involving amounts up to INR 50,00,000 (Fifty Lakhs), or by a panel of three arbitrators for disputes exceeding this amount
• Appointment: If parties cannot agree on arbitrator(s), appointment shall be made in accordance with the Arbitration and Conciliation Act, 1996
• Award: The arbitral award shall be final and binding on both parties
• Enforcement: The award may be enforced in any court of competent jurisdiction

14.4 Exceptions to Arbitration

Notwithstanding the arbitration requirement, either party may seek:

• Injunctive or equitable relief in any court of competent jurisdiction to protect intellectual property rights or confidential information
• Interim or conservatory measures from courts pending arbitration proceedings
• Recovery of undisputed amounts through courts or other legal proceedings

14.5 Costs of Dispute Resolution

Unless otherwise determined by the arbitrator or court:

• Each party shall bear its own legal fees and costs during negotiation and mediation
• In arbitration, the arbitrator may allocate costs (including legal fees, arbitrator fees, and administrative costs) between the parties as deemed appropriate
• The prevailing party in any litigation or arbitration may be entitled to recover reasonable legal fees and costs from the other party

14.6 Continuation of Services

During any dispute resolution proceedings:

• Both parties shall continue to perform their obligations under this Agreement to the extent possible (payment of undisputed amounts is included)
• Services shall not be suspended or terminated solely due to the existence of a dispute, except as provided in Section 11 (Termination)

15. Governing Law and Jurisdiction

15.1 Governing Law

These Terms and any dispute or claim arising out of or in connection with this Agreement shall be governed by and construed in accordance with:

• The laws of India
• The Information Technology Act, 2000 and Rules made thereunder
• The Indian Contract Act, 1872
• Other applicable central and state legislation of India

The application of the United Nations Convention on Contracts for the International Sale of Goods is excluded.

15.2 Jurisdiction

Subject to the arbitration provisions in Section 14:

• The courts of Mumbai, Maharashtra, India shall have exclusive jurisdiction over any disputes, claims, or proceedings arising out of or relating to this Agreement
• Both parties irrevocably submit to the exclusive jurisdiction of the courts of Mumbai, Maharashtra
• Both parties waive any objection to venue in Mumbai or any claim that Mumbai is an inconvenient forum

15.3 Compliance with Laws

Both parties agree to:

• Comply with all applicable laws, regulations, and government orders in the performance of this Agreement
• Obtain all necessary licences, permits, and approvals required for their respective obligations
• Comply with export control laws and regulations if Services or deliverables are exported from India
• Comply with anti-bribery, anti-corruption, and anti-money laundering laws including the Prevention of Corruption Act, 1988

16. General Provisions

16.1 Entire Agreement

These Terms, together with any service agreements, statements of work, proposals, and the documents incorporated by reference (Privacy Policy, Cookie Policy, Refund Policy), constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, negotiations, or discussions, whether written or oral.

16.2 Amendments and Modifications

We reserve the right to modify these Terms at any time:

• Notice of Changes: Notice of material changes will be provided by posting updated Terms on our Website with a new "Last Updated" date, and by email notification to active clients
• Effective Date: Changes become effective thirty (30) days after posting or as stated in the notice
• Continued Use: Continued use of Services after changes become effective constitutes acceptance of the modified Terms
• Existing Projects: For active projects, existing terms shall continue to apply unless both parties agree in writing to adopt the new terms
• Right to Terminate: If significant changes are made that materially affect your rights, you may terminate the Agreement within thirty (30) days of notice without penalty for the changed terms

16.3 Assignment

Regarding assignment of rights and obligations:

• Client Assignment: Client may not assign, transfer, or delegate this Agreement or any rights or obligations hereunder without Company's prior written consent
• Company Assignment: Company may assign this Agreement in whole or in part to any affiliate, successor, or in connection with a merger, acquisition, or sale of assets, with notice to Client
• Subcontracting: Company may engage subcontractors or third parties to perform Services, provided Company remains responsible for their performance
• Binding Effect: This Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns

16.4 Notices

All notices, requests, and communications under this Agreement shall be:

• Made in writing and sent to the addresses specified in the service agreement or as updated by written notice
• Sent by email to: info@breeur.com (for Company) or to Client's designated email address
• Considered given when: (a) delivered in person; (b) sent by email with confirmation of receipt; (c) three (3) business days after posting by registered post; (d) one (1) business day after sending by recognised courier service
• For legal notices, copies should also be sent by registered post or courier for record purposes

16.5 Waiver

Regarding waivers:

• No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced
• No failure or delay in exercising any right shall constitute a waiver of that right
• A waiver of any breach shall not constitute a waiver of any other or subsequent breach
• All rights and remedies are cumulative and not exclusive

16.6 Severability

If any provision of this Agreement is found to be:

• Invalid, illegal, or unenforceable by a court or arbitrator, such provision shall be modified to the minimum extent necessary to make it valid and enforceable
• If modification is not possible, such provision shall be severed from this Agreement
• The remaining provisions shall continue in full force and effect
• The parties shall negotiate in good faith to replace any invalid provision with a valid provision that achieves the original intent

16.7 Independent Contractors

The relationship between the parties is that of independent contractors:

• Nothing in this Agreement creates a partnership, joint venture, agency, employment, or fiduciary relationship between the parties
• Neither party has authority to bind the other or to incur obligations on behalf of the other
• Each party is responsible for its own taxes, insurance, and statutory obligations
• Company personnel are not employees, agents, or representatives of Client

16.8 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties and their permitted successors and assigns. No third party shall have any right to enforce any provision of this Agreement or shall be deemed a beneficiary hereof.

16.9 Language

These Terms are drafted in English. If translated into any other language, the English version shall prevail in case of any conflict or ambiguity.

16.10 Counterparts and Electronic Signatures

Regarding execution of agreements:

• This Agreement and any amendments may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument
• Electronic signatures and digitally signed documents shall have the same legal effect as physical signatures under the Information Technology Act, 2000
• Agreements may be executed and delivered by electronic means (email, electronic signature platforms)

17. Acceptable Use Policy

When accessing or using our Website and Services, you agree not to:

17.1 Prohibited Activities

• Illegal Activities: Use Services for any illegal purpose or in violation of any local, state, national, or international law
• Harmful Content: Upload, post, transmit, or distribute any content that is defamatory, obscene, pornographic, abusive, harassing, threatening, hateful, or discriminatory
• Intellectual Property Infringement: Infringe or violate the intellectual property rights, privacy rights, or other rights of any third party
• Malicious Code: Introduce viruses, trojans, worms, malware, or any other harmful or destructive code or content
• Unauthorised Access: Attempt to gain unauthorised access to our systems, networks, accounts, or data, or to any other systems through our Services
• System Interference: Interfere with, disrupt, or place undue burden on our systems, networks, or servers, or networks connected to our Services
• Automated Access: Use robots, spiders, scrapers, or other automated means to access our Services without our express written permission
• Reverse Engineering: Reverse engineer, decompile, disassemble, or attempt to discover the source code of our Services or any component thereof
• False Information: Provide false, inaccurate, or misleading information or impersonate any person or entity
• Spam and Solicitation: Send unsolicited commercial communications, spam, or bulk messages through or using our Services

17.2 Consequences of Violation

If you violate this Acceptable Use Policy or any provision of these Terms:

• We may suspend or terminate your access to Services with immediate effect
• We may remove or disable access to any violating content
• We may report violations to law enforcement authorities as appropriate
• You may be liable for damages and costs (including legal fees) resulting from your violations
• We reserve all rights and remedies available at law or in equity

17.3 Reporting Violations

If you become aware of any violation of this Acceptable Use Policy or any illegal or inappropriate content or conduct, please report it to us at info@breeur.com with relevant details.

18. Contact Information