Terms & Conditions

1. Definitions and Interpretation

1.1 Definitions

In these Terms, unless the context otherwise requires, the following terms shall have the meanings set forth below:

• "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, organization, or legal entity that engages the Company's Services, whether on project basis, subscription model, or ongoing retainer
• "Agreement" or "Contract" means the legally binding contract formed between the Company and Client for provision of Services, comprising these Terms, specific service agreements, proposals, statements of work (SOW), and any amendments executed in writing
• "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, including all applications for and renewals of such rights
• "Confidential Information" means all non-public information disclosed by either party including business plans, technical data, customer lists, financial information, software code, designs, methodologies, and any information marked as confidential or that should reasonably be considered confidential
• "Force Majeure" means any event beyond the reasonable control of a party including natural disasters, pandemics, acts of God, war, terrorism, civil unrest, government actions, Internet failures, or telecommunications outages

1.2 Interpretation

In these Terms: (a) references to "writing" include email and electronic communications; (b) headings are for convenience only and do not affect interpretation; (c) singular includes plural and vice versa; (d) "including" means "including without limitation"; (e) references to 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, you acknowledge, represent, and warrant that:

• You have read, understood, and agree to be legally bound by these Terms, our Privacy Policy, Cookie Policy, and Refund Policy, which are incorporated herein by reference and form part of this Agreement
• You have the legal capacity, authority, and competence to enter into binding contracts under Indian law and are at least 18 years of age (or legal age of majority in your jurisdiction)
• If you are accepting these Terms on behalf of a business entity, company, partnership, or organization, you have the legal authority to bind that entity to these Terms, and references to "you" shall refer to such entity
• You comply with all applicable federal, state, and local laws and regulations of India, including but not limited to the Information Technology Act, 2000, IT (Reasonable Security Practices) Rules, 2011, and Indian Contract Act, 1872
• All information you provide to us is accurate, complete, current, and not misleading, and you will maintain and update such information to ensure accuracy
• You will not use our Services for any illegal, unauthorized, 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 comprehensive technology solutions and professional services including but 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 including scope, deliverables, timelines, milestones, fees, payment schedule, and assumptions
• Statements of Work (SOW): Comprehensive SOW documents specifying technical requirements, functional specifications, acceptance criteria, testing procedures, and deployment plans
• Service-Specific Agreements: Dedicated contracts for specific service types including software development agreements, maintenance and support agreements, consulting agreements, and subscription service agreements
• Project Specifications: Technical specifications, wireframes, mockups, data flow diagrams, API documentation, database schemas, and architecture documents
• Change Orders: Written amendments for scope changes, additional features, or modifications to original agreements with associated fee and timeline adjustments
• These General Terms: These Terms and Conditions which apply to all services unless specifically superseded by service-specific agreements

3.3 Service Performance and Standards

The Company commits to:

• Performing Services with reasonable skill, care, and diligence consistent with industry best practices and professional standards
• Utilizing qualified personnel with appropriate expertise, training, and experience for the Services engaged
• Following agreed-upon methodologies including Agile, Scrum, Waterfall, or hybrid approaches as specified in project documentation
• Providing regular progress updates, milestone reports, and maintaining transparent communication throughout project lifecycle
• Adhering to agreed timelines and schedules, with prompt notification of any delays or issues that may impact delivery
• Implementing quality assurance processes including code reviews, testing (unit, integration, UAT), and bug fixing

3.4 Modifications to Services

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

• We will provide reasonable advance notice (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 immediately 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 including Client's infrastructure, Internet connectivity, and third-party services
• The Company makes no guarantees regarding specific business outcomes, revenue increases, cost savings, or market success resulting from Services
• Timelines and estimates are based on information provided by Client and may change if requirements, scope, or underlying assumptions change

4. Client Obligations

4.1 Information and Cooperation

For successful service delivery, Clients agree to:

• Timely Information: Provide accurate, complete, and timely information, requirements, specifications, content, graphics, branding materials, and any other materials necessary for service delivery within agreed timeframes
• Prompt Responses: Respond promptly (within 2-5 business days unless otherwise agreed) to requests for feedback, approvals, clarifications, or decisions to avoid project delays
• Authorized Representatives: Designate one or more authorized representatives with decision-making authority for project approvals, scope changes, and contractual matters
• System Access: Provide necessary and timely access to systems, servers, databases, APIs, credentials, documentation, and resources required for service delivery, with appropriate security protocols
• Good Faith Cooperation: Cooperate in good faith throughout the engagement, participate in meetings, reviews, and testing activities, and work collaboratively to resolve issues
• Testing and Acceptance: Conduct thorough testing of deliverables, provide constructive feedback, and complete acceptance testing within agreed timeframes (typically 5-10 business days)
• Environment Preparation: Prepare and maintain appropriate environments (development, staging, production) including servers, hosting, domains, and necessary infrastructure

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 Client has obtained all necessary rights, licenses, permissions, and consents 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 including but not limited to Information Technology Act, 2000, Indian Penal Code, copyright laws, trademark laws, data protection laws, and industry-specific regulations
• 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 reasonable legal fees) arising from Client-provided materials or content

4.3 Client Responsibilities for Hosted Services

For services hosted or managed by Client:

• Maintaining adequate server resources, bandwidth, and hosting infrastructure to support delivered applications
• Implementing and maintaining appropriate security measures including firewalls, SSL certificates, backups, and access controls
• Ensuring compliance with third-party service provider terms of service (hosting providers, cloud platforms, payment gateways)
• Timely payment of third-party fees including hosting, domains, licenses, API usage, and cloud infrastructure fees
• Promptly applying security patches, updates, and maintenance as recommended by the Company

4.4 Consequences of Non-Cooperation

If Client fails to fulfill 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 as specified in written proposals, quotes, service agreements, or statements of work
• Payment Structures: Various payment models including fixed-price projects, time and materials (hourly rates), milestone-based payments, monthly retainers, or subscription-based pricing as agreed in writing
• Scope Changes: Additional charges for scope changes, extra features, additional revisions beyond agreed limits, or out-of-scope work requested by Client, billed at prevailing rates or by mutual agreement
• Third-Party Costs: Client is responsible for third-party fees including hosting, domain registration, SSL certificates, payment gateway charges, API licenses, cloud infrastructure, stock images/fonts, and other external services
• Taxes: All fees are exclusive of applicable taxes. Client will pay all taxes including GST (Goods and Services Tax), service tax, withholding tax (TDS if applicable), and any other government-imposed levies as per Indian tax laws
• 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 as specified in project agreement, typically with advance payment on contract signing, progress payments on milestone completion, and final payment on project acceptance
• Ongoing Services: Monthly invoicing 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 based on time tracked and expenses incurred, due within 15 days of invoice date
• Advance Payments: All projects require advance payment before commencement of work. Work will not begin 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

We accept payments through the following methods:

• Bank Transfer/NEFT/RTGS: Direct transfer to our business account (preferred method) - banking details provided on invoices
• Online Payment Gateways: Razorpay, PayU, Instamojo, or other authorized 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 sent via email for convenient online payment
• Other Methods: UPI, cheque (with prior approval), or other methods as mutually 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, 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 including reasonable attorney's fees, court costs, and legal expenses incurred in collecting overdue amounts
• 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, requiring advance payment for new work
• Legal Action: The Company may pursue legal remedies including filing suits in courts of Mumbai, Maharashtra for recovery of dues plus interest and fees

5.5 Disputed Invoices

If Client disputes any invoice:

• Client must notify the Company in writing within 10 days of invoice date specifying the disputed amount and detailed reasons
• Client must pay the undisputed portion 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 resolved in Client's favor, Company will issue credit memo or refund within 10 business days
• Failure to notify within 10 days constitutes acceptance of the invoice, and full payment becomes due

5.6 Refunds and Cancellations

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

• Advance payments are generally non-refundable after work has commenced, except as specified in the Refund Policy
• Refunds for cancelled projects are calculated based on work completed, with deduction for hours spent and resources utilized
• 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
• Please review our complete Refund Policy 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 to custom-developed deliverables specifically created for Client as specified in project agreements and statements of work
• License to Use Tools: Non-exclusive, perpetual license 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 licenses (MIT, Apache, GPL, etc.) or commercial license terms
• Client's obligation to comply with such third-party license terms and conditions
• Disclosure of significant third-party components in project documentation
• Client's separate procurement of commercial licenses where required

6.4 Portfolio and Marketing Rights

6.5 Reservation of Rights

All rights not expressly 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
• License, sell, or transfer Company's tools or frameworks to third parties

7. Confidentiality

7.1 Confidential Information

Both parties agree to:

• Maintain confidentiality of all proprietary and sensitive information disclosed during the engagement
• Use confidential information solely for the purpose of the engagement and not for any other purpose
• Implement reasonable security measures to protect confidential information from unauthorized access, use, or disclosure
• Limit access to confidential information to employees, contractors, or agents who have a legitimate need to know
• Return or destroy all confidential information upon termination of the engagement or upon request
• Not disclose confidential information to any third party without prior written consent

7.2 Exceptions to Confidentiality

Confidentiality obligations do not apply to information that:

• Is publicly available or becomes publicly available through no fault of the receiving party
• Was already known to the receiving party prior to disclosure without obligation of confidentiality
• Is independently developed by the receiving party without use of or reference to the confidential information
• Is rightfully 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 indefinitely 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 irreparable 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 unauthorized disclosure

8. Warranties and Representations

8.1 Company Warranties

The Company warrants that:

• Professional Standards: Services will be performed with reasonable skill, care, and diligence consistent with industry best practices and professional standards
• Conformance to Specifications: Work will materially conform to specifications and requirements in the service agreement and accepted statements of work
• Non-Infringement: Services and deliverables will not knowingly infringe third-party intellectual property rights (excluding Client-provided materials and third-party components)
• Authority: Company has the right, power, and authority to enter into this Agreement and provide the Services
• Qualified Personnel: Company will utilize qualified personnel with appropriate skills and experience 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: Warranty covers correction of defects, errors, and non-conformance to agreed specifications
• Warranty Exclusions: Warranty does not cover issues arising from Client modifications, misuse, unauthorized changes, third-party software, hosting environment issues, or causes beyond Company's reasonable control
• Warranty Remedy: Company's sole obligation and Client's exclusive remedy for warranty breach is re-performance of non-conforming Services or, if re-performance is not feasible, refund of fees paid for the defective portion
• Notice Requirement: Client must provide written notice of warranty claims within the warranty period with detailed description of the defect or non-conformance

8.3 Client Warranties

Client warrants that:

• Client has the authority 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
• Client will comply with all applicable laws and regulations in connection with use of Services and deliverables
• Client has obtained all necessary permissions, licenses, and consents 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 aggregate liability for all claims arising out of or related to this Agreement or the Services shall not exceed the total fees actually paid by Client to Company in the twelve (12) months immediately preceding 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 willful 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 unauthorized changes to deliverables
• Force Majeure: Damages arising from Force Majeure events or circumstances beyond Company's reasonable 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, willful 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, including the limitations and exclusions of liability
• The limitations of liability are a fundamental element of the basis of the bargain between Company and Client
• Company would not be able to provide Services on an economically reasonable 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:

• Take reasonable steps to mitigate any losses or damages resulting from Company's breach or non-performance
• Provide prompt notice to Company of any issues, defects, or problems with Services or deliverables
• Cooperate with Company in investigating and resolving any claims or disputes
• Maintain appropriate backups, disaster recovery plans, and business continuity measures

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 reasonable attorneys' fees and court costs) arising from or related to:

• Client Materials: Any Client-provided content, materials, data, information, or instructions, including claims of infringement or misappropriation of third-party intellectual property rights
• 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, willful misconduct, or illegal activities
• Privacy Violations: Client's violations of privacy laws or unauthorized 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 (excluding Client materials and third-party components) directly infringe third-party patents, copyrights, or trade secrets
• Scope of Indemnity: This indemnity covers only final deliverables actually delivered and accepted by Client, used within the scope and purpose intended

10.3 Indemnification Conditions and Procedures

Indemnification obligations are subject to the indemnified party:

• Prompt Notice: Providing prompt written notice of any claim to the indemnifying party (delay in notice does not relieve indemnification obligations except to extent prejudiced by delay)
• Control of Defense: Allowing the indemnifying party to control the defense and settlement of the claim (indemnified party may participate with own counsel at own expense)
• Reasonable Cooperation: Providing reasonable cooperation, information, and assistance in the defense of the claim
• No Admission: Not making any admission of liability or settling the claim without indemnifying party's prior written consent

10.4 Remedies for IP Infringement Claims

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

• Obtain the right for Client to continue using the deliverables
• Modify or replace the deliverables to make them non-infringing while maintaining substantially equivalent functionality
• If the above options are not commercially reasonable, terminate the license and refund fees paid for the infringing portion

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 license terms)

11. Term and Termination

11.1 Term

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

11.2 Termination for Convenience

Either party may terminate this Agreement for convenience as follows:

• Ongoing Services: Either party may terminate subscription-based or ongoing services 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 reasonable request, Company will provide transition assistance for up to thirty (30) days at standard hourly rates

11.3 Termination for Cause

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

• Material Breach: Materially 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: Client shall immediately pay all outstanding fees, charges, and expenses for services rendered through the termination date, including work in progress
• Work in Progress: Company will deliver work completed to date in its then-current state. Rights to work in progress transfer only upon receipt of full payment
• Return of Materials: Each party shall promptly return or destroy all confidential information and materials of the other party (except as required by law or for archival purposes)
• Suspension of Services: Company may immediately suspend access to applications, hosting, or services
• Data Retrieval: Client shall have thirty (30) days to retrieve any data or content from Company-hosted systems before permanent deletion
• License Termination: All licenses granted under this Agreement (except for fully paid perpetual licenses) 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 expressly 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 (except payment obligations) to the extent such failure or delay is caused by circumstances beyond that party's reasonable control, including but 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 center disruptions
• Labor Disputes: Strikes, lockouts, or labor disputes (other than disputes involving the party's own employees)
• Supply Chain Issues: Supplier failures, material shortages, or transportation disruptions

12.1 Notice and Mitigation

The party affected by a Force Majeure event shall:

• Provide prompt written notice to the other party describing the Force Majeure event and its expected duration
• Use commercially reasonable efforts to mitigate the effects of the Force Majeure event and resume performance as soon as reasonably practicable
• Provide regular updates on status and expected resolution timeline
• Resume performance promptly 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:

• Either party may terminate the affected portion of this Agreement by providing written notice to the other party
• Client shall pay for all services performed and expenses incurred up to the termination date
• 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 comprehensive Privacy Policy, which is incorporated into these Terms by reference and forms an integral part of this Agreement.

13.1 Applicable Laws and Compliance

We comply with applicable Indian data protection and privacy laws including:

• Information Technology Act, 2000: Primary legislation governing electronic transactions and data protection in India
• IT (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011: Rules governing collection, storage, and use of sensitive personal data
• IT (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021: Guidelines for intermediaries handling user data
• Other applicable central and state laws regarding data privacy and security

13.2 Data Processing and Security

In providing Services, Company shall:

• Process Client data only in accordance with documented instructions and for purposes specified in service agreements
• Implement appropriate technical and organizational security measures to protect data against unauthorized access, loss, or destruction
• Not disclose Client data to third parties except as authorized in writing or required by law
• Maintain confidentiality of all personal and sensitive data
• Comply with applicable data protection laws and industry standards

13.3 Client Responsibilities for Data

Client is responsible for:

• Ensuring lawful collection and processing of personal data provided to Company
• Obtaining necessary consents and permissions from data subjects
• Providing privacy notices and disclosures as required by law
• Compliance with data protection laws applicable to Client's business and jurisdiction

13.4 Data Location and Storage

Unless otherwise specified in service agreements:

• Data may be stored on servers located in India or other jurisdictions where Company or its service providers maintain facilities
• Company will use commercially reasonable efforts to notify Client of data storage locations
• Client consents to such data transfers and storage as necessary for service provision

For complete details on how we collect, use, and protect personal information, please review our Privacy Policy.

14. Dispute Resolution

In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the parties agree to the following escalation and resolution process:

14.1 Good Faith Negotiation

The parties agree to first attempt to resolve any dispute through good faith negotiation:

• Either party may initiate negotiation by providing written notice to the other party describing the dispute
• Senior representatives of both parties shall meet (in person or virtually) within ten (10) business days to attempt resolution
• Parties shall negotiate in good faith for a period of thirty (30) days from the initial notice
• All communications during negotiation shall be treated as confidential settlement discussions

14.2 Mediation

If negotiation fails to resolve the dispute within thirty (30) days:

• Either party may request mediation by providing written notice
• Parties shall mutually select a mediator within fifteen (15) days; if unable to agree, mediator shall be appointed by the Mumbai Mediation Centre or similar institution
• Mediation shall be conducted in Mumbai, Maharashtra, India
• Each party shall bear its own costs; mediator fees shall be shared equally
• Mediation shall be completed within sixty (60) days unless extended by mutual agreement
• All mediation proceedings and communications shall remain strictly confidential

14.3 Arbitration

If mediation does not result in resolution within sixty (60) days, disputes shall be finally resolved through binding arbitration:

• Governing Law: Arbitration shall be conducted in accordance with the Arbitration and Conciliation Act, 1996 (as amended)
• Seat and Venue: Arbitration shall be conducted in Mumbai, Maharashtra, India
• Language: Proceedings shall be conducted in English
• Arbitrator Selection: Single arbitrator mutually selected by parties within thirty (30) days; if unable to agree, arbitrator shall be appointed by the Mumbai Centre for International Arbitration (MCIA) or similar institution
• Arbitration Rules: Arbitration shall follow MCIA Arbitration Rules or as mutually agreed
• Award: The arbitral award shall be final and binding on both parties and may be enforced in any court of competent jurisdiction
• Costs: Arbitrator shall have discretion to award costs and attorneys' fees to the prevailing party
• Confidentiality: All arbitration proceedings, evidence, documents, and awards shall remain confidential

14.4 Injunctive Relief

Notwithstanding the above dispute resolution process:

• Either party may seek injunctive relief or other equitable remedies from courts of competent jurisdiction to prevent irreparable harm
• Such action may be taken without first pursuing negotiation, mediation, or arbitration
• Seeking injunctive relief does not waive the right to arbitration of the underlying dispute

14.5 Continuance of Performance

During dispute resolution proceedings:

• Both parties shall continue to perform their respective obligations under this Agreement to the extent possible
• Payment obligations shall continue for undisputed amounts
• Company may suspend services if Client fails to pay undisputed amounts when due

15. Governing Law and Jurisdiction

15.1 Applicable Indian Laws

This Agreement is subject to and shall be interpreted in accordance with:

• Indian Contract Act, 1872
• Information Technology Act, 2000 and rules thereunder
• Copyright Act, 1957
• Trade Marks Act, 1999
• Patents Act, 1970
• Consumer Protection Act, 2019 (where applicable)
• Goods and Services Tax Act, 2017
• Other applicable Indian laws and regulations

16. General Provisions

16.1 Entire Agreement

This Agreement, together with:

• Service-specific agreements and statements of work
• Proposals and quotes accepted in writing
• Privacy Policy
• Cookie Policy
• Refund Policy

constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, negotiations, representations, and proposals, whether written or oral. No terms, provisions, or conditions of any purchase order, acknowledgment, or other business form that Client may use will have any effect on the rights, duties, or obligations of the parties under this Agreement.

16.2 Amendments and Modifications

We reserve the right to modify, amend, or update these Terms at any time:

• Notice of Changes: Material changes will be communicated via email to Client's registered email address and/or prominent notice on our Website at least thirty (30) days before the effective date
• Acceptance: Continued use of Services after the effective date constitutes acceptance of modified Terms
• Rejection: If Client does not agree to modified Terms, Client may terminate the Agreement in accordance with Section 11
• Active Contracts: For fixed-price projects with active contracts, the Terms in effect at contract signing shall govern unless both parties agree in writing to adopt new Terms
• Written Amendments: Any amendments to service-specific agreements must be in writing and signed by authorized representatives of both parties

16.3 Severability

If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable:

• The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable
• If modification is not possible, the invalid provision shall be severed from this Agreement
• The remaining provisions shall continue in full force and effect
• The invalidity of any provision shall not affect the validity of the Agreement as a whole

16.4 Waiver

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. Failure or delay by either party to enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision or any other right or provision. A waiver on one occasion shall not be construed as a waiver on any future occasion.

16.5 Assignment and Transfer

Client may not assign, transfer, delegate, or sublicense any rights or obligations under this Agreement without Company's prior written consent. Any attempted assignment in violation of this provision shall be null and void. Company may assign this Agreement or any rights hereunder:

• To any affiliate or subsidiary
• In connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets
• To any successor in interest

This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

16.6 Independent Contractors

The relationship between the parties is that of independent contractors. Nothing in this Agreement shall be construed to:

• Create an employer-employee relationship
• Create a partnership, joint venture, or agency relationship
• Grant either party authority to bind the other party or incur obligations on the other's behalf
• Make either party liable for the acts or omissions of the other party

Each party is responsible for its own employees, contractors, taxes, insurance, and benefits.

16.7 Notices

All notices, requests, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when:

• Email: Delivered via email to the addresses specified in service agreements or invoices (with confirmation of receipt)
• Registered Post: Sent by registered post, acknowledgment due, to the addresses set forth below or as updated in writing
• Courier: Delivered by nationally recognized courier service
• Personal Delivery: Hand-delivered with written acknowledgment of receipt

Notices to Company shall be sent to:

Breeur Solutions
G-2, Mukund Nagar CHS
Marol Pipeline, Andheri - Kurla Rd
Andheri East, Mumbai, Maharashtra
India - 400059
Email: info@breeur.com

16.8 Language

This Agreement is executed in the English language. If this Agreement is translated into any other language, the English language version shall prevail in case of any conflict or ambiguity.

16.9 Headings and Interpretation

The headings and captions used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement. Unless the context clearly requires otherwise, references to the singular include the plural and vice versa.

16.10 Counterparts and Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures and digitally signed copies shall have the same legal effect as original signatures.

17. Acceptable Use Policy

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

17.1 Prohibited Activities

• Illegal Use: Use Services for any illegal purposes or in violation of any local, state, national, or international laws, including but not limited to laws governing intellectual property, data protection, privacy, and export control
• Intellectual Property Infringement: Infringe, misappropriate, or violate the intellectual property rights, privacy rights, publicity rights, or other proprietary rights of any third party
• Harmful Code: Transmit, distribute, or introduce any viruses, worms, malware, trojan horses, time bombs, spyware, or other harmful or malicious code
• Unauthorized Access: Attempt to gain unauthorized access to our systems, networks, servers, data, or any other Client's account or information
• Service Disruption: Interfere with, disrupt, or create an undue burden on Services, servers, networks, or systems, including through denial-of-service attacks, flooding, or overloading
• Circumvention: Bypass, circumvent, or attempt to bypass or circumvent any security measures, access controls, or usage limits
• Reverse Engineering: Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying algorithms of Services (except to the extent such restriction is prohibited by applicable law)
• Fraudulent Activity: Engage in fraudulent, deceptive, misleading, or unethical business practices
• Harassment: Harass, threaten, stalk, abuse, or harm another person or entity
• Spam: Send unsolicited or unauthorized advertising, promotional materials, spam, junk mail, chain letters, or pyramid schemes
• Impersonation: Impersonate any person or entity, or falsely state or misrepresent your affiliation with any person or entity
• Data Scraping: Use automated systems (bots, scrapers, spiders) to access Services without our express written permission
• Objectionable Content: Post, transmit, or distribute content that is defamatory, obscene, pornographic, hateful, discriminatory, threatening, or otherwise objectionable
• Privacy Violations: Collect, harvest, or compile information about other users without their consent
• Competition: Use Services to develop competing products or services or conduct competitive analysis or benchmarking

17.2 Consequences of Violation

Violation of this Acceptable Use Policy may result in:

• Immediate suspension or termination of Services without notice or refund
• Legal action and prosecution under applicable laws including Information Technology Act, 2000 and Indian Penal Code
• Referral to law enforcement authorities
• Liability for damages, losses, and legal costs incurred by Company or third parties
• Permanent ban from accessing our Website and Services

17.3 Reporting Violations

If you become aware of any violation of this Acceptable Use Policy, please report it immediately to info@breeur.com with details of the violation.