Terms & Conditions

1. Acceptance of Terms

Welcome to A3K CoreTech. These Terms & Conditions (“Terms”) constitute a legally binding agreement between you (whether individually or on behalf of an entity you represent) and A3K CoreTech (“A3K CoreTech,” “we,” “us,” or “our”) concerning your access to and use of our website (a3kcoretech.com) and our design, consulting, and software development services.

By browsing our site, contacting us for consultation, or hiring us to execute a software engineering project, you represent that you have read, understood, and agreed to be bound by these Terms, as well as our Privacy Policy. If you do not accept all of these Terms, you are prohibited from using our site and services.

2. Services and Statements of Work (SOWs)

A3K CoreTech provides premium digital product strategy, UI/UX design, custom web and mobile application development, SaaS engineering, and enterprise system integration services.

While these Terms govern your general relationship with A3K CoreTech, specific engineering projects will be defined under separate, customized Statements of Work (SOWs) or Service Agreements. Each SOW will detail:

• Project Scope: The exact modules, features, user interfaces, or deliverables to be designed and engineered.
• Milestones & Timelines: Estimated sprint targets, review schedules, and final product deployment windows.
• Fee Structure: Billing rates (fixed-price milestones, time-and-materials, or retainer arrangements).

In the event of a direct conflict between these general Terms and a signed, project-specific SOW, the provisions of the SOW shall control for that project.

3. Client Obligations and Cooperation

To guarantee the successful, on-schedule delivery of custom software projects, a high degree of collaboration is required. As a Client, you agree to:

• Provide Materials: Supply necessary assets, including branding logos, typography files, copy/content, pre-existing source code, and API keys, within the timelines agreed in the SOW.
• Designate a Project Owner: Appoint a single primary point of contact authorized to make technical decisions, approve design iterations, and sign off on completed milestones.
• Offer Timely Feedback: Review design mockups, sprint demos, and staging deployments within five (5) business days of submission. Delays in feedback will result in corresponding delays to delivery timelines.
• Ensure License Rights: Warrant that all software components, designs, data, or media provided to A3K CoreTech do not infringe upon any third-party intellectual property rights.

4. Fees, Billing, and Payments

Clients agree to pay A3K CoreTech the service fees specified in their respective SOW. Our standard billing and payment policies include the following:

• Invoicing: Unless specified otherwise in the SOW, fixed-price contracts are billed upon the completion of specific project milestones, whereas time-and-materials contracts are invoiced bi-weekly.
• Payment Term: Invoices are payable within fourteen (14) days from the invoice date.
• Late Fees: Overdue payments will accrue interest at a rate of 1.5% per month (or the maximum rate permitted by law) on the outstanding balance, calculated from the due date until paid in full.
• Work Suspension: If an invoice remains unpaid for more than thirty (30) days, A3K CoreTech reserves the right to suspend all development, staging environment hosting, and design support until all overdue fees are cleared.

5. Intellectual Property Rights

The ownership of software and design deliverables is organized as follows to protect both the Client's business interests and A3K CoreTech's core engineering assets:

A. Client Ownership of Deliverables

Upon full and final payment of all fees and expenses owed to A3K CoreTech for a specific project, A3K CoreTech hereby assigns and transfers to the Client all right, title, and intellectual property interest in the custom source code, UI designs, databases, and assets generated specifically for that project under the SOW.

B. A3K CoreTech Pre-Existing Material

A3K CoreTech retains sole ownership of all pre-existing tools, boilerplate architectures, software libraries, proprietary scripts, deployment routines, and open-source packages utilized during project execution (“A3K CoreTech Background IP”).

To the extent that A3K CoreTech Background IP is integrated into client deliverables, A3K CoreTech grants the Client a perpetual, royalty-free, worldwide, non-exclusive license to use, modify, and run such Background IP solely as part of the operational system delivered.

6. Confidentiality

During our business relationship, both parties will have access to non-public, proprietary information concerning the other party's business model, technology, customer lists, and software design (“Confidential Information”).

Both A3K CoreTech and the Client agree to:

• Maintain the strict confidentiality of all Confidential Information, using at least the same degree of care as they use to safeguard their own confidential assets.
• Not disclose Confidential Information to any third party, except to employees, advisors, or sub-contractors who need to know the information to execute project tasks and are bound by written non-disclosure agreements.
• Use Confidential Information solely for the purpose of executing the project SOW.

This confidentiality obligation shall survive for a period of three (3) years from the termination of the business relationship or project SOW.

7. Warranties and Disclaimers

A3K CoreTech warrants that it will perform all services in a professional, workmanlike manner, utilizing senior engineers and designers possessing the skills, training, and qualifications required for the project.

8. Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall A3K CoreTech, its directors, employees, or subcontractors be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data loss, loss of goodwill, business interruption, or system downtime arising out of or related to these Terms, SOWs, or the software deliverables.

In all instances, A3K CoreTech's total cumulative liability for any claims, actions, or disputes arising from this agreement or any SOW shall be strictly capped at the total amount actually paid by the Client to A3K CoreTech under the specific SOW giving rise to the claim during the six (6) months immediately preceding the event that triggered the liability.

9. Statements of Work (SOW) Termination

A specific project SOW may be terminated under the following conditions:

• For Convenience: Either party may terminate an active SOW for convenience by providing thirty (30) days prior written notice to the other party.
• For Cause: Either party may terminate an SOW immediately if the other party commits a material breach of its obligations (including failure to pay invoices) and fails to cure such breach within fifteen (15) days of receiving written notification.

Upon termination of an SOW for any reason, the Client shall pay A3K CoreTech for all hours logged and project milestones completed up to the effective date of termination. Upon receipt of payment, A3K CoreTech will deliver all work-in-progress code, documentation, and assets compiled up to the termination date.

10. Governing Law and Dispute Resolution

These Terms and all project Statements of Work shall be governed by, and construed in accordance with, the laws of India, specifically the State of Karnataka, without regard to conflict of law principles.

Any dispute, controversy, or claim arising out of or relating to these Terms, SOWs, or the breach, termination, or invalidity thereof, shall be settled by binding arbitration in accordance with the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration shall be New Delhi, India, and the proceedings shall be conducted in the English language. Subject to arbitration, the courts located in Bengaluru shall have exclusive jurisdiction over any legal matters arising under this agreement.

11. Miscellaneous Provisions

These Terms, along with any executed SOWs and non-disclosure agreements, represent the entire agreement between you and A3K CoreTech regarding the subject matter and supersede all prior negotiations, proposals, or communications.

• Severability: If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.
• No Waiver: Our failure to enforce any right or provision of these Terms will not be deemed a waiver of those rights.
• Assignment: The Client may not assign its rights or delegate its obligations under these Terms or any SOW without prior written consent from A3K CoreTech.