Terms & Conditions

1. Acceptance of Terms

These Terms & Conditions ("Terms") constitute a legally binding agreement between you ("Client", "you") and Boxinall Softech Pvt. Ltd., a company incorporated in India, with offices in Greater Noida (India), Los Angeles (USA), and Tarneit (Australia).

By submitting a project enquiry, signing a Statement of Work (SOW), accessing our client portal, or making any payment to Boxinall, you acknowledge that you have read, understood, and agree to be bound by these Terms. These Terms apply to all clients, visitors, and users of our services worldwide.

We reserve the right to update these Terms at any time. Continued use of our services after changes are published constitutes acceptance of the updated Terms.

2. Services

Boxinall provides custom software engineering, mobile application development, web development, AI & automation solutions, cloud infrastructure, and related consulting services ("Services"). The specific scope, deliverables, timeline, and pricing for each engagement are defined in a separate Statement of Work (SOW) or Project Agreement signed by both parties.

• All Services are provided on a project or retainer basis as agreed in writing.
• We reserve the right to subcontract any part of the Services to qualified third parties while retaining full responsibility for delivery quality.
• Boxinall does not guarantee specific business outcomes (e.g., revenue growth, user acquisition) from delivered software products.
• Any scope changes must be agreed upon in writing via a Change Order before additional work commences.
• We reserve the right to decline any project that conflicts with our values, legal obligations, or technical capabilities.

3. Client Accounts & Responsibilities

To receive our Services, you may be required to create a client account or provide project access credentials. You agree to:

• Provide accurate, complete, and current information during onboarding and throughout the engagement.
• Maintain the confidentiality of any account credentials shared with you.
• Notify us immediately of any unauthorised access to your account or project environment.
• Provide timely feedback, content, assets, and approvals as required to meet agreed milestones.
• Ensure all content and materials provided to us for inclusion in deliverables are owned by you or properly licensed, and do not infringe third-party rights.

Delays caused by failure to provide timely responses, content, or approvals may result in milestone timeline adjustments at our discretion, without penalty to Boxinall.

4. Intellectual Property

4.1 Client-Owned Deliverables

Upon receipt of full payment for a project, Boxinall assigns to you all intellectual property rights in the custom-developed code, designs, and deliverables created specifically for your project ("Custom Deliverables"), except as specified in Section 4.2 below.

4.2 Boxinall Retained IP

The following remain the exclusive property of Boxinall and are licensed (not sold) to you for use within your project deliverables:

• Pre-existing frameworks, libraries, tools, and methodologies developed by Boxinall ("Boxinall IP")
• The SDPDF™ delivery framework and associated processes
• Internal tooling, boilerplate code, and reusable component libraries

4.3 Third-Party Components

Deliverables may incorporate open-source libraries and third-party components subject to their respective licenses (e.g., MIT, Apache 2.0). Boxinall will disclose all third-party dependencies upon request. You are responsible for complying with applicable third-party license terms.

4.4 Portfolio Rights

Unless explicitly prohibited in the SOW, Boxinall reserves the right to reference the existence of the engagement and display non-confidential aspects of the project (e.g., UI screenshots, technology stack) in our portfolio and marketing materials.

5. Confidentiality

Each party agrees to keep confidential all proprietary, technical, financial, or business information disclosed by the other party during the engagement ("Confidential Information").

• Confidential Information shall not be disclosed to third parties without prior written consent, except to employees or contractors who need it to perform the Services and are bound by equivalent confidentiality obligations.
• This obligation survives termination of the engagement for a period of three (3) years.
• Upon request or termination, each party shall return or destroy the other's Confidential Information.
• A mutual Non-Disclosure Agreement (NDA) can be signed at either party's request before project discussions commence.

Confidentiality obligations do not apply to information that is publicly known, independently developed, or required to be disclosed by law.

6. Payment Terms

Payment terms are specified in the SOW or Project Agreement. Default payment terms are as follows:

• Fixed-price projects: 50% advance upon SOW signing, remaining 50% upon final delivery and acceptance.
• Time & material engagements: Invoiced bi-weekly or monthly with net-15 payment terms.
• Retainer agreements: Payable monthly in advance.

Late payments beyond the agreed due date will incur interest at 1.5% per month (or the maximum permitted by applicable law, whichever is lower). Boxinall reserves the right to suspend Services for accounts overdue by more than 30 days. All prices are exclusive of applicable taxes (GST, VAT, withholding tax) unless stated otherwise.

We accept payments via wire transfer, ACH, SWIFT, and major payment gateways as specified in the invoice. We do not accept cryptocurrency payments.

7. Warranties & Disclaimers

7.1 Our Warranties

Boxinall warrants that:

• Services will be performed in a professional and workmanlike manner consistent with industry standards.
• Deliverables will materially conform to the specifications in the SOW at the time of delivery.
• We have the right to enter into this agreement and perform the Services.

We provide a 30-day warranty period post-delivery during which we will fix defects in delivered work at no additional charge. This warranty does not cover issues arising from client modifications, third-party integrations, or infrastructure changes outside our control.

7.2 Disclaimers

Except as expressly stated above, Services are provided "as is" without warranty of any kind, express or implied, including merchantability, fitness for a particular purpose, or non-infringement. We do not warrant that deliverables will be error-free or uninterrupted in production.

8. Limitation of Liability

To the maximum extent permitted by applicable law:

• Boxinall's total cumulative liability arising from or related to any engagement shall not exceed the total fees paid by the Client to Boxinall for the specific project giving rise to the claim in the 12 months preceding the claim.
• Boxinall shall not be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, including loss of profits, revenue, data, or business opportunities, even if advised of the possibility of such damages.
• We are not liable for delays or failures caused by circumstances beyond our reasonable control, including force majeure events, third-party service outages, or client-caused delays.

Some jurisdictions do not allow limitation of liability for certain types of damages. In such cases, our liability is limited to the fullest extent permitted by law.

9. Termination

Either party may terminate the engagement:

• For convenience: With 30 days' written notice. The Client will be invoiced for all work completed up to the termination date, plus a kill fee of 20% of the remaining project value.
• For cause: Immediately, if the other party materially breaches these Terms or the SOW and fails to cure within 15 days of written notice.
• Non-payment: Boxinall may terminate immediately upon 30 days of non-payment after the due date.

Upon termination, Boxinall will deliver all completed work in-progress. IP ownership is contingent on full payment as described in Section 4. Provisions related to confidentiality, IP, and limitation of liability survive termination.

10. Governing Law

These Terms are governed by and construed in accordance with the laws of India. For clients based in India, disputes shall be subject to the exclusive jurisdiction of the courts of Gautam Buddha Nagar, Uttar Pradesh.

For international clients, disputes arising under these Terms shall first be attempted to be resolved through good-faith negotiation. If unresolved within 30 days, disputes shall be submitted to binding arbitration under the Arbitration and Conciliation Act, 1996 (India), with arbitration conducted in English in New Delhi, India.

Nothing in this clause prevents either party from seeking injunctive or equitable relief in any competent court.

11. Changes to Terms

We may revise these Terms at any time by updating this page. Changes take effect immediately upon publication. For active engagements governed by a signed SOW, the Terms in effect at the time of SOW signing govern that engagement unless both parties agree in writing to apply updated Terms.

We will notify registered clients of material changes via email at least 14 days before they take effect. Your continued use of our services after the effective date constitutes acceptance of the revised Terms.

12. Contact Us

If you have any questions about these Terms & Conditions, please contact us: