Terms & Conditions

1. Definitions

In these Terms & Conditions, the following expressions have these meanings:

• "Company", "we", "us", "our" refers to Zibmate Private Limited.
• "Client", "you", "your" refers to the individual or entity engaging our services.
• "Services" refers to software development, web design, SaaS development, AI automation, consulting, or any other service provided by us.
• "Deliverables" refers to any code, designs, documents, or other output produced as part of the Services.
• "Platform" refers to any web application, product, or tool operated by Zibmate Private Limited, including Zibmate Studio and Zibmate (PG rental platform).
• "Agreement" refers to these Terms together with any Statement of Work, proposal, or contract entered into between us.

2. Scope of Services

We provide technology and software development services as detailed in a mutually agreed Statement of Work ("SOW") or project proposal. The scope, timeline, deliverables, and pricing are defined in the SOW. Any work outside the agreed scope constitutes a change request and may be subject to additional fees and revised timelines.

We reserve the right to decline any project or engagement at our sole discretion without providing a reason.

3. Enquiries & Project Initiation

Submission of an enquiry form or contact form on our website does not constitute a binding contract. An engagement begins only when:

• A written proposal or SOW has been issued by us.
• You have accepted the proposal in writing (including by email).
• The agreed deposit or first payment has been received.

Until these conditions are met, we have no obligation to commence any work.

4. Payment Terms

4.1 Fees

Our fees are as stated in the relevant proposal or SOW. All prices are in Indian Rupees (INR) unless otherwise stated and are exclusive of applicable taxes (including GST).

4.2 Payment Schedule

Unless otherwise agreed in writing, the following default payment schedule applies:

4.3 Late Payment

Invoices are due within 7 days of issue unless otherwise stated. We reserve the right to charge interest on overdue amounts at 2% per month, suspend work, or terminate the Agreement if payment is not received within 14 days of the due date.

4.4 Refunds

Deposits are non-refundable once work has commenced. Refunds for other payments are at our discretion and subject to the proportion of work completed at the time of cancellation.

5. Intellectual Property

5.1 Client Ownership

Upon receipt of full payment, we assign to you all intellectual property rights in the custom Deliverables created specifically for your project, to the extent permissible by law.

5.2 Our Retained Rights

We retain ownership of:

• All pre-existing tools, frameworks, libraries, and boilerplate code we use in delivering the Services.
• Our internal methodologies, know-how, and development processes.
• Any open-source components (which remain subject to their respective licences).

We grant you a non-exclusive, perpetual licence to use any retained materials incorporated into your Deliverables.

5.3 Portfolio Rights

Unless you request otherwise in writing before project commencement, we reserve the right to feature completed work in our portfolio, case studies, and marketing materials. We will not disclose confidential information or proprietary business logic.

6. Client Responsibilities

To enable us to deliver the Services effectively, you agree to:

• Provide clear, complete, and timely briefs, content, assets, and feedback.
• Designate a single point of contact with authority to make project decisions.
• Review and respond to deliverables within the agreed timeframe (default: 5 business days).
• Ensure that any content, images, or materials you provide do not infringe third-party rights.
• Obtain all necessary licences, permissions, and consents required for your project.

Delays caused by your failure to meet these responsibilities may result in revised timelines and additional fees, which we will notify you of in writing.

7. Revisions & Change Requests

Each phase of a project includes a reasonable number of revision rounds as specified in the SOW (default: 2 rounds per phase). Additional revisions or changes to agreed scope will be quoted separately and require written approval before we proceed.

8. Confidentiality

Each party agrees to keep confidential all non-public information received from the other party in connection with the Services ("Confidential Information") and not to disclose it to any third party without prior written consent, except:

• As required by law or court order.
• To professional advisors bound by confidentiality obligations.
• Information that is or becomes publicly available through no fault of the receiving party.

This obligation survives termination of the Agreement for a period of 3 years.

9. Warranties & Representations

9.1 Our Warranties

We warrant that:

• We have the right to enter into this Agreement and provide the Services.
• The Services will be performed with reasonable care and skill.
• Deliverables will substantially conform to the agreed specifications for 30 days after delivery ("Warranty Period").

We will remedy any material defect reported during the Warranty Period at no additional charge.

9.2 Disclaimers

Except as expressly stated, all Services and Deliverables are provided "as is" without warranties of any kind, including fitness for a particular purpose, merchantability, or non-infringement. We do not warrant that any platform or software will be uninterrupted, error-free, or free from security vulnerabilities.

10. Limitation of Liability

To the maximum extent permitted by applicable law:

• [!]
  Our total aggregate liability to you for any claim arising out of or related to the Agreement shall not exceed the total fees paid by you to us in the 3 months preceding the event giving rise to the claim.
• [!]
  We shall not be liable for any indirect, incidental, consequential, special, or exemplary damages, including loss of profits, loss of data, business interruption, or reputational damage, even if we have been advised of the possibility of such damages.

Nothing in these Terms limits our liability for death or personal injury caused by our negligence, fraud, or any other liability that cannot be excluded by law.

11. Termination

11.1 Termination by You

You may terminate the Agreement by giving us 14 days' written notice. You will remain liable for payment for all work completed up to the termination date, plus any non-recoverable third-party costs incurred on your behalf.

11.2 Termination by Us

We may terminate the Agreement immediately upon written notice if you:

• Fail to make any payment when due and do not remedy this within 7 days of notice.
• Breach any material term of the Agreement and fail to remedy the breach within 14 days of notice.
• Become insolvent, enter administration, or are subject to winding-up proceedings.
• Act in a manner that is abusive, threatening, or unlawful toward our team.

11.3 Effect of Termination

On termination, all licences granted under the Agreement cease (except for Deliverables for which full payment has been received), and each party must return or destroy the other's Confidential Information.

12. Force Majeure

Neither party shall be liable for any failure or delay in performance caused by circumstances beyond their reasonable control, including natural disasters, government actions, internet or infrastructure outages, pandemics, or civil unrest. The affected party must notify the other promptly and take reasonable steps to mitigate the impact.

13. Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of India. Any dispute arising out of or in connection with these Terms shall first be referred to good-faith negotiation between senior representatives of the parties.

If the dispute is not resolved within 30 days, it shall be submitted to binding arbitration in accordance with the Arbitration and Conciliation Act, 1996, with the seat of arbitration in India.

14. General