Terms and Conditions

1. Acceptance of Terms

Welcome to Raphus Solutions LLP ("Company," "we," "our," or "us"). These Terms and Conditions ("Terms," "Agreement") constitute a legally binding agreement between you ("Client," "you," or "your") and Raphus Solutions LLP, a Limited Liability Partnership registered under the laws of India.

By accessing our website at www.raphussolutions.com (the "Website"), engaging our services, or entering into any service agreement with us, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety.

These Terms apply to all visitors, users, clients, and others who access or use our Website and services. Additional terms and conditions may apply to specific services as set forth in individual Service Agreements, Statements of Work (SOW), or other contractual documents.

2. Definitions

For the purposes of these Terms, the following definitions shall apply:

3. Our Services

Raphus Solutions LLP provides comprehensive software development and IT consulting services to clients in India and the United States. Our services include, but are not limited to:

3.1 Software Development Services

• Custom Software Development: Tailored software solutions designed to meet specific business requirements
• Web Application Development: Full-stack web applications, portals, and progressive web apps
• Mobile App Development: Native iOS, Android, and cross-platform mobile applications
• Enterprise Platform Solutions: ERP, CRM, HRM, and other enterprise systems implementation
• API Development & Integration: RESTful APIs, microservices, and third-party integrations

3.2 AI & Data Services

• Artificial Intelligence & Machine Learning: Custom AI/ML model development and deployment
• Generative AI Development: LLM integration, chatbots, and AI-powered applications
• Data Engineering: Data pipelines, warehousing, and analytics solutions

3.3 Cloud & Infrastructure Services

• Cloud Development & Migration: AWS, Azure, and GCP solutions
• DevOps & Automation: CI/CD pipelines, infrastructure as code, and automation
• Maintenance & Support: Ongoing application support, updates, and enhancements

3.4 Consulting Services

• IT Consulting: Technology strategy, architecture design, and digital transformation
• UI/UX Design: User research, interface design, and experience optimization
• Technical Advisory: Code reviews, technology assessments, and best practices guidance

4. Eligibility

By using our Website or engaging our services, you represent and warrant that:

4.1 Age Requirement

• You are at least 18 years of age or the age of legal majority in your jurisdiction, whichever is higher
• If you are under 18, you may only use our Website under the supervision of a parent or legal guardian who agrees to be bound by these Terms

4.2 Legal Capacity

• You have the legal authority and capacity to enter into a binding agreement
• If acting on behalf of an organization, you have the authority to bind that organization to these Terms
• You are not barred from receiving services under the laws of India, the United States, or any other applicable jurisdiction

4.3 Accurate Information

• All information you provide to us is accurate, current, and complete
• You will promptly update any information that becomes inaccurate or incomplete
• You will not provide false, misleading, or fraudulent information

5. Service Engagement

5.1 Engagement Process

Our standard engagement process typically includes:

1. Initial Consultation: Discussion of your requirements, goals, and project scope
2. Proposal/Quote: Submission of a detailed proposal outlining scope, timeline, and estimated costs
3. Service Agreement: Execution of a formal Service Agreement or Statement of Work (SOW)
4. Project Kickoff: Commencement of services upon agreement execution and initial payment (if applicable)
5. Delivery & Acceptance: Delivery of Deliverables and client acceptance as per agreed terms

5.2 Service Agreement

All service engagements shall be governed by a separate Service Agreement or Statement of Work (SOW) that will include:

• Detailed scope of work and deliverables
• Project timeline and milestones
• Fees, payment schedule, and terms
• Acceptance criteria and testing procedures
• Specific terms applicable to the engagement

5.3 Engagement Models

We offer flexible engagement models to suit your needs:

Model	Description	Best For
Fixed Price	Pre-defined scope with fixed cost and timeline	Well-defined projects with clear requirements
Time & Materials	Billing based on actual hours worked at agreed rates	Evolving requirements, ongoing development
Milestone-Based	Payments tied to completion of defined milestones	Phased projects with distinct deliverables
Retainer	Reserved hours/capacity on a recurring basis	Ongoing support, maintenance, consulting
Dedicated Team	Dedicated resources working exclusively on your project	Long-term projects, augmentation needs

5.4 Change Requests

Any changes to the agreed scope of work must be documented through a formal Change Request process. Change Requests may result in adjustments to timeline, deliverables, and/or fees. No changes shall be binding unless agreed upon in writing by both parties.

6. Client Obligations

To ensure successful delivery of our services, you agree to:

6.1 Cooperation & Communication

• Provide timely and accurate information, requirements, and feedback
• Designate a primary point of contact with decision-making authority
• Respond to queries and approve deliverables within agreed timeframes
• Participate in scheduled meetings, reviews, and demos
• Inform us promptly of any changes that may affect the project

6.2 Access & Resources

• Provide necessary access to systems, environments, and data required for the services
• Ensure availability of your personnel, stakeholders, and subject matter experts
• Provide any third-party software, licenses, or credentials required for the project
• Maintain adequate backup of your data before any system integrations

6.3 Compliance

• Ensure that any data or content provided complies with applicable laws and regulations
• Obtain necessary rights, licenses, and permissions for materials provided to us
• Not use our services for any unlawful, harmful, or prohibited purposes
• Comply with all applicable data protection and privacy laws

7. Intellectual Property Rights

7.1 Client Materials

You retain all ownership rights to any materials, data, content, trademarks, or other intellectual property that you provide to us for use in connection with the services ("Client Materials"). You grant us a limited, non-exclusive license to use Client Materials solely for the purpose of performing the services.

7.2 Deliverables Ownership

Ownership of Deliverables shall be determined as specified in the applicable Service Agreement. Unless otherwise agreed in writing:

• Custom Deliverables: Upon receipt of full payment, all rights, title, and interest in custom-developed Deliverables specifically created for the Client shall be assigned to the Client
• Work Product: All work product, documentation, and materials created specifically for the Client's project shall transfer to the Client upon full payment

7.3 Company Retained Rights

Notwithstanding the above, the Company shall retain ownership of:

• Pre-Existing IP: Any tools, frameworks, libraries, methodologies, or other materials owned by the Company prior to the engagement
• Generic Components: Reusable code, modules, templates, or components that are not specific to the Client's business
• Know-How: General skills, knowledge, experience, and techniques developed during the engagement
• Open-Source Software: Any open-source components incorporated into Deliverables remain subject to their respective licenses

Where Company-owned materials are incorporated into Deliverables, the Client is granted a non-exclusive, perpetual, royalty-free license to use such materials as part of the Deliverables.

7.4 Portfolio & Marketing Rights

Unless otherwise agreed in writing or restricted by a confidentiality agreement:

• We may identify you as a client in our marketing materials, website, and portfolio
• We may provide general descriptions of the work performed (without disclosing Confidential Information)
• We may include non-confidential screenshots or samples with your written permission

7.5 Third-Party IP

If the services require use of third-party software, libraries, or services, such use shall be subject to the applicable third-party licenses and terms. We shall inform you of any significant third-party dependencies and their licensing implications.

8. Payment Terms

8.1 Fees & Charges

All fees, rates, and payment terms shall be specified in the applicable Service Agreement or Statement of Work. Unless otherwise stated:

• All fees are quoted in the currency specified in the Service Agreement (INR or USD)
• Fees do not include applicable taxes, which shall be added as required by law
• Travel expenses, if required, shall be reimbursed at actual cost with prior approval
• Any additional services requested outside the agreed scope shall be quoted separately

8.2 Payment Schedule

Payment schedules are determined based on the engagement model and specified in the Service Agreement. Common payment structures include:

Payment Type	Description
Advance Payment	A percentage of the project value due before work commences (typically 25-50%)
Milestone Payments	Payments due upon completion and acceptance of defined milestones
Monthly Invoicing	For Time & Materials or Retainer engagements, invoiced monthly in arrears
Final Payment	Balance due upon project completion and final delivery

8.3 Invoice & Payment

• Invoices shall be raised as per the agreed schedule and sent to the designated billing contact
• Payment is due within 30 days of invoice date (Net 30), unless otherwise agreed
• Accepted payment methods include bank transfer (NEFT/RTGS/Wire Transfer)
• All payments shall be made without any deduction, set-off, or withholding unless required by law

8.4 Late Payments

If payment is not received by the due date:

• A late payment fee of 1.5% per month (or the maximum rate permitted by law, whichever is lower) may be charged on the outstanding amount
• We reserve the right to suspend services until outstanding payments are received
• Continued non-payment may result in termination of the Service Agreement
• You shall be responsible for any collection costs, including reasonable attorney fees

8.5 Refunds

Refunds are handled on a case-by-case basis and subject to the following:

• Advance payments are generally non-refundable once work has commenced
• If the project is terminated, payment for work completed up to the termination date is due
• Refunds, if any, shall be processed within 30-45 business days of approval
• Any disputes regarding refunds shall be resolved through the Dispute Resolution process

9. Confidentiality

9.1 Confidential Information

"Confidential Information" means any non-public information disclosed by either party to the other, whether orally, in writing, or electronically, including but not limited to:

• Business plans, strategies, and financial information
• Technical data, software, and source code
• Customer and vendor information
• Proprietary processes and methodologies
• Project requirements, specifications, and deliverables
• Any information marked or identified as "Confidential" or "Proprietary"

9.2 Obligations

Both parties agree to:

• Hold Confidential Information in strict confidence
• Not disclose Confidential Information to any third party without prior written consent
• Use Confidential Information only for the purposes of this Agreement
• Limit access to Confidential Information to personnel who have a need to know
• Take reasonable measures to protect Confidential Information (at least the same measures used to protect own confidential information)

9.3 Exclusions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available without breach of this Agreement
• Was known to the receiving party prior to disclosure
• Is independently developed without use of Confidential Information
• Is rightfully received from a third party without restriction
• Is required to be disclosed by law or court order (with reasonable notice to the disclosing party)

9.4 Duration

Confidentiality obligations shall survive the termination of this Agreement and continue for a period of five (5) years from the date of disclosure, or for trade secrets, for as long as such information remains a trade secret under applicable law.

9.5 Return of Information

Upon termination of the Agreement or upon request, each party shall promptly return or destroy all Confidential Information of the other party, except as required for legal or regulatory compliance.

10. Warranties & Disclaimers

10.1 Company Warranties

We represent and warrant that:

• We have the legal right and authority to enter into this Agreement and perform the services
• Services will be performed in a professional and workmanlike manner consistent with industry standards
• Deliverables will substantially conform to the specifications agreed upon in the Service Agreement
• To our knowledge, Deliverables will not infringe any third-party intellectual property rights
• Our personnel have the skills and qualifications necessary to perform the services

10.2 Warranty Period

Unless otherwise specified in the Service Agreement, we provide a warranty period of ninety (90) days from the date of final delivery during which:

• We will correct any material defects or bugs in the Deliverables at no additional cost
• Defects must be reported in writing with sufficient detail to enable reproduction
• Warranty does not cover issues arising from modifications made by the Client or third parties
• Warranty does not cover issues arising from Client's misuse or failure to follow instructions

10.3 Disclaimer of Warranties

We do not warrant that:

• Services or Deliverables will meet all of your requirements or expectations
• Services will be uninterrupted, timely, secure, or error-free
• Any defects will be corrected beyond the warranty period
• Deliverables will be compatible with all systems, platforms, or third-party software

10.4 Website Disclaimer

Information provided on our Website is for general informational purposes only. While we strive to keep information accurate and up-to-date, we make no representations or warranties about the completeness, accuracy, or reliability of any information on the Website.

11. Limitation of Liability

11.1 Exclusion of Damages

• Loss of profits, revenue, or business opportunities
• Loss of data or data corruption
• Business interruption or downtime
• Loss of goodwill or reputation
• Cost of procurement of substitute services

This limitation applies regardless of the theory of liability (contract, tort, negligence, strict liability, or otherwise) and even if the party has been advised of the possibility of such damages.

11.2 Liability Cap

Our total aggregate liability under this Agreement, whether in contract, tort, or otherwise, shall not exceed the total fees paid by the Client to the Company under the applicable Service Agreement during the twelve (12) months preceding the claim.

11.3 Exceptions

The limitations in this section shall not apply to:

• Breach of confidentiality obligations
• Gross negligence or willful misconduct
• Indemnification obligations as specified herein
• Liability that cannot be limited under applicable law

11.4 Allocation of Risk

The parties acknowledge that the limitations of liability reflect the allocation of risk between the parties and form an essential basis of the bargain between them. The fees charged reflect this allocation of risk.

12. Indemnification

12.1 Client Indemnification

You agree to indemnify, defend, and hold harmless Raphus Solutions LLP, its partners, employees, agents, and affiliates from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorney fees) arising out of or relating to:

• Your breach of these Terms or any Service Agreement
• Your violation of any applicable law or regulation
• Your infringement of any third-party intellectual property rights through Client Materials
• Any claims by third parties related to the use of Deliverables by you or your end users
• Any data or content provided by you that violates third-party rights
• Your misuse of the Deliverables or services

12.2 Company Indemnification

We agree to indemnify, defend, and hold harmless the Client from and against any third-party claims that the Deliverables (excluding Client Materials and third-party components) infringe any intellectual property rights, provided that:

• Client promptly notifies us in writing of any such claim
• Client grants us sole control over the defense and settlement of the claim
• Client provides reasonable cooperation and assistance
• Client does not make any admission or settlement without our prior written consent

12.3 Remedies for IP Infringement

If any Deliverable is held or believed to infringe, we may at our option and expense:

• Procure the right to continue using the Deliverable
• Replace or modify the Deliverable to make it non-infringing
• If neither option is commercially reasonable, terminate the relevant Service Agreement and refund fees paid for the infringing Deliverable (less depreciation based on usage)

13. Termination

13.1 Termination for Convenience

Either party may terminate a Service Agreement for convenience by providing thirty (30) days prior written notice to the other party. Upon such termination:

• Client shall pay for all services rendered and expenses incurred up to the termination date
• Company shall deliver all work-in-progress and completed Deliverables
• Any advance payments for unperformed services shall be refunded on a pro-rata basis

13.2 Termination for Cause

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

• Materially breaches any provision of this Agreement and fails to cure such breach within fifteen (15) days after receiving written notice
• Becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors
• Ceases to conduct business in the ordinary course
• Engages in fraudulent or illegal conduct related to this Agreement

13.3 Effect of Termination

Upon termination of this Agreement:

• All licenses granted hereunder shall terminate, except as expressly stated otherwise
• Each party shall return or destroy Confidential Information of the other party
• Client shall pay all amounts due for services rendered through the termination date
• Company shall provide reasonable transition assistance if requested (at agreed rates)
• Provisions that by their nature should survive shall survive termination

13.4 Survival

The following provisions shall survive termination of this Agreement: Intellectual Property (Section 7), Payment Terms (Section 8) for amounts due, Confidentiality (Section 9), Warranties & Disclaimers (Section 10), Limitation of Liability (Section 11), Indemnification (Section 12), Dispute Resolution (Section 17), and General Provisions (Section 18).

14. Force Majeure

14.1 Definition

"Force Majeure Event" means any event beyond the reasonable control of either party that prevents or delays performance, including but not limited to:

• Acts of God (earthquakes, floods, hurricanes, tsunamis)
• Epidemics, pandemics, or public health emergencies
• War, terrorism, civil unrest, or armed conflict
• Government actions, laws, regulations, or embargoes
• Strikes, lockouts, or labor disputes (not involving the affected party's employees)
• Failure of telecommunications or power infrastructure
• Cyberattacks or security breaches beyond reasonable prevention measures

14.2 Effect of Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations due to a Force Majeure Event, provided that:

• The affected party promptly notifies the other party of the Force Majeure Event
• The affected party uses reasonable efforts to mitigate the effects and resume performance
• Performance obligations shall be suspended only for the duration of the Force Majeure Event
• Deadlines and timelines shall be extended by a period equal to the delay caused

14.3 Extended Force Majeure

If a Force Majeure Event continues for more than sixty (60) days, either party may terminate the affected Service Agreement by providing written notice, without liability for such termination. Client shall pay for all services rendered prior to termination.

15. Website Use

15.1 Permitted Use

You are granted a limited, non-exclusive, non-transferable license to access and use our Website for lawful purposes in accordance with these Terms. You may:

• Browse and view content on the Website
• Submit inquiries through our contact forms
• Subscribe to our newsletters (with your consent)
• Share content with attribution using provided sharing features

15.2 Prohibited Activities

You agree not to engage in any of the following activities:

• Unauthorized Access: Attempting to gain unauthorized access to any part of the Website, server, or connected systems
• Automated Scraping: Using bots, scrapers, or automated tools to extract content or data from the Website
• Content Download: Downloading, copying, or distributing Website content without authorization
• Interference: Interfering with or disrupting the Website's operation or infrastructure
• Malicious Code: Uploading viruses, malware, or harmful code
• Impersonation: Impersonating any person or entity or misrepresenting your affiliation
• Spam: Sending unsolicited communications or promotional materials
• Illegal Use: Using the Website for any unlawful or fraudulent purpose
• Reverse Engineering: Attempting to reverse engineer, decompile, or disassemble any part of the Website

15.3 Content Usage

All content on our Website (including text, images, graphics, logos, and code) is owned by Raphus Solutions LLP or its licensors and protected by intellectual property laws. You may share content with proper attribution but may not:

• Reproduce, modify, or create derivative works without permission
• Use our content for commercial purposes without authorization
• Remove any copyright, trademark, or proprietary notices

15.4 User Submissions

Any information, feedback, or suggestions you submit through the Website may be used by us without any obligation of confidentiality or compensation. You represent that you have the right to submit such content and that it does not infringe any third-party rights.

16. Third-Party Services

16.1 Use of Subcontractors

We may engage qualified subcontractors or third-party service providers to assist in delivering our services. In such cases:

• We remain responsible for the quality and delivery of services
• Subcontractors are bound by confidentiality obligations
• We ensure subcontractors meet our quality and security standards
• We will inform you if a significant portion of work will be subcontracted

16.2 Third-Party Software & Services

Our services may involve integration with or use of third-party software, APIs, cloud services, or platforms. We are not responsible for:

• The availability, performance, or reliability of third-party services
• Changes to third-party APIs, pricing, or terms of service
• Any damages arising from third-party service failures or discontinuation
• Security breaches or data loss caused by third-party services

16.3 Third-Party Links

Our Website may contain links to third-party websites. These links are provided for convenience only, and we do not endorse or assume responsibility for the content, privacy practices, or terms of any third-party websites.

16.4 Open-Source Software

Our Deliverables may incorporate open-source software components. Such components are subject to their respective open-source licenses. We will provide information about significant open-source dependencies upon request.

17. Dispute Resolution

17.1 Governing Law

This Agreement and any disputes arising out of or related to it shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law principles. For clients in the United States, certain provisions may also be subject to applicable U.S. federal and state laws.

17.2 Informal Resolution

Before initiating any formal dispute resolution proceedings, the parties agree to attempt to resolve any dispute informally. The aggrieved party shall send a written notice describing the dispute to the other party. The parties shall engage in good-faith negotiations for a period of thirty (30) days from the date of notice.

17.3 Time Limit for Disputes

17.4 Arbitration

If the parties are unable to resolve the dispute through informal negotiations, the dispute shall be resolved by binding arbitration in accordance with the Arbitration and Conciliation Act, 1996 (India). The arbitration shall be conducted as follows:

• Seat of Arbitration: The arbitration shall be seated in Bangalore, Karnataka, India
• Language: The arbitration proceedings shall be conducted in English
• Arbitrator: The dispute shall be resolved by a sole arbitrator mutually appointed by both parties. If the parties cannot agree on an arbitrator within fifteen (15) days, an arbitrator shall be appointed in accordance with the Act
• Procedure: The arbitrator shall follow procedures that allow for a fair and efficient resolution
• Award: The arbitrator's decision shall be final and binding on both parties
• Costs: Each party shall bear its own costs, and arbitration fees shall be shared equally unless the arbitrator determines otherwise

17.5 Exceptions to Arbitration

Notwithstanding the above, either party may seek:

• Injunctive or equitable relief in a court of competent jurisdiction to prevent irreparable harm
• Enforcement of intellectual property rights in appropriate courts
• Recovery of undisputed amounts through appropriate legal proceedings

17.6 Jurisdiction

For matters not subject to arbitration or for enforcement of arbitration awards, the courts located in Bangalore, Karnataka, India shall have exclusive jurisdiction. The parties consent to the personal jurisdiction of such courts.

17.7 Class Action Waiver

To the extent permitted by law, you agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. You waive any right to participate in class actions or class-wide arbitration.

18. General Provisions

18.1 Entire Agreement

These Terms, together with any Service Agreement, Statement of Work, and other documents expressly incorporated by reference, constitute the entire agreement between the parties concerning the subject matter hereof. This Agreement supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral.

18.2 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed from this Agreement. The remaining provisions shall continue in full force and effect.

18.3 Waiver

No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof. No single or partial exercise of any right shall preclude any other or further exercise of the same or any other right. Any waiver must be in writing and signed by the waiving party.

18.4 Assignment

You may not assign or transfer this Agreement or any rights or obligations hereunder without our prior written consent. We may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of our assets. Any attempted assignment in violation of this section shall be void.

18.5 Independent Contractors

The relationship between the parties is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship. Neither party has the authority to bind the other or incur obligations on behalf of the other.

18.6 Non-Solicitation

During the term of any Service Agreement and for a period of twelve (12) months thereafter, neither party shall directly or indirectly solicit, recruit, or hire any employee or contractor of the other party who was involved in the performance of services under this Agreement, without the prior written consent of the other party.

18.7 Notices

All notices, requests, and other communications under this Agreement shall be in writing and delivered by:

• Email to the designated contact person (with confirmation of receipt)
• Registered mail or courier with tracking
• Hand delivery with written acknowledgment

Notices shall be deemed received upon actual receipt or, for email, upon confirmation of delivery. Notices to the Company should be sent to [email protected].

18.8 Headings

Section headings are for convenience only and shall not affect the interpretation of this Agreement.

18.9 Language

This Agreement is written in English. In the event of any conflict between the English version and any translation, the English version shall prevail.

18.10 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties hereto and their permitted successors and assigns. Nothing in this Agreement shall confer any rights or remedies upon any third party.

18.11 Publicity

Unless otherwise agreed in writing, we may identify you as a client and provide a general description of services performed (without disclosing Confidential Information) in our marketing materials, website, proposals, and case studies.

18.12 Export Compliance

You agree to comply with all applicable export control laws and regulations. You shall not export, re-export, or transfer any Deliverables or technical data to any prohibited destination, entity, or person without appropriate government authorization.

19. Changes to These Terms

19.1 Right to Modify

We reserve the right to modify, update, or replace these Terms at any time at our sole discretion. We will make reasonable efforts to notify you of any material changes.

19.2 Notification of Changes

When we make changes to these Terms, we will:

• Update the "Last Updated" date at the top of this page
• Post the revised Terms on our Website
• For material changes, send an email notification to clients with active engagements
• Provide reasonable advance notice before changes take effect (typically 30 days)

19.3 Acceptance of Changes

Your continued use of our Website or services after the effective date of any changes constitutes your acceptance of the modified Terms. If you do not agree with the changes, you should discontinue use of our Website and services.

19.4 Active Engagements

For active Service Agreements, changes to these Terms shall not materially alter the rights and obligations already agreed upon unless both parties consent in writing. The Terms in effect at the time of signing a Service Agreement shall govern that engagement unless otherwise agreed.

20. Contact Us

If you have any questions, concerns, or feedback regarding these Terms and Conditions, please contact us: