1. Acceptance of Terms
By accessing or using the services provided by Cresentrix Solutions ("Cresentrix," "we," "our," or "us"), you agree to be bound by these Terms of Service ("Terms"). If you are entering into these Terms on behalf of a company or organization, you represent that you have the authority to bind that entity to these Terms.
These Terms govern your use of our website (cresentrix.com), consulting services, software development services, and any related products or deliverables.
2. Services
2.1 Scope of Services
Cresentrix provides technology consulting, custom software development, AI/ML solutions, cloud infrastructure services, and related professional services as described in individual Statements of Work (SOWs), proposals, or service agreements.
2.2 Statements of Work
Specific project deliverables, timelines, milestones, and fees are defined in individual Statements of Work that supplement these Terms. In the event of a conflict between these Terms and an SOW, the SOW shall prevail for that specific engagement.
2.3 Change Requests
Changes to the scope of any project must be documented through a formal Change Request process. Change Requests may result in adjustments to timeline, cost, and deliverables, and require written approval from both parties before implementation.
3. Payment Terms
- Payment terms are specified in the applicable SOW or proposal. Standard terms are Net 30 from the date of invoice unless otherwise agreed.
- For milestone-based projects, invoices are issued upon completion and client acceptance of each milestone.
- Late payments accrue interest at 1.5% per month or the maximum rate permitted by applicable law, whichever is lower.
- All fees are exclusive of applicable taxes, which will be added to invoices as required by law.
4. Intellectual Property
4.1 Client Ownership
Upon full payment, the client receives ownership of all custom-developed deliverables created specifically for the client as defined in the applicable SOW, including source code, documentation, and related materials.
4.2 Cresentrix IP
Cresentrix retains ownership of all pre-existing intellectual property, proprietary tools, frameworks, libraries, and methodologies used in delivering the services. Where such materials are incorporated into client deliverables, the client receives a perpetual, non-exclusive, royalty-free license to use them within the scope of the project.
4.3 Open Source
Deliverables may incorporate open-source software components. We will identify all open-source dependencies and their respective licenses in the project documentation. The client is responsible for complying with the terms of any applicable open-source licenses.
5. Confidentiality
Both parties agree to maintain the confidentiality of all proprietary and confidential information disclosed during the engagement. Confidential information includes, but is not limited to, business strategies, technical architectures, source code, financial data, and customer lists. This obligation survives the termination of these Terms for a period of 3 years.
6. Warranties and Disclaimers
6.1 Service Warranty
We warrant that our services will be performed in a professional and workmanlike manner, consistent with generally accepted industry standards. For software deliverables, we provide a 90-day warranty period from delivery during which we will resolve defects at no additional cost.
6.2 Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS." CRESENTRIX MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
7. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, CRESENTRIX'S TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT IN THE 12-MONTH PERIOD PRECEDING THE CLAIM. IN NO EVENT SHALL CRESENTRIX BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.
8. Termination
- Either party may terminate an engagement with 30 days' written notice.
- Either party may terminate immediately if the other party materially breaches these Terms and fails to cure the breach within 15 days of written notice.
- Upon termination, the client shall pay for all services performed and expenses incurred up to the effective date of termination.
- Sections relating to Intellectual Property, Confidentiality, Limitation of Liability, and Governing Law survive termination.
9. Governing Law and Dispute Resolution
These Terms are governed by the laws of the jurisdiction specified in the applicable SOW. For engagements without a specified jurisdiction:
- India-based engagements: Laws of India, with disputes subject to the jurisdiction of courts in Kochi, Kerala.
- Kuwait-based engagements: Laws of the State of Kuwait, with disputes subject to Kuwait courts.
- UAE-based engagements: Laws of the Emirate of Dubai, with disputes subject to DIFC courts.
The parties agree to attempt resolution through good-faith negotiation before pursuing formal legal action.
10. General Provisions
- Force Majeure: Neither party is liable for delays caused by events beyond reasonable control, including natural disasters, pandemics, government actions, or infrastructure failures.
- Assignment: Neither party may assign these Terms without the other party's written consent, except in connection with a merger or acquisition.
- Severability: If any provision is found to be unenforceable, the remaining provisions shall continue in full force and effect.
- Entire Agreement: These Terms, together with applicable SOWs, constitute the entire agreement between the parties and supersede all prior discussions, agreements, and understandings.
11. Contact
For questions about these Terms, contact us at:
Email: legal@cresentrix.com
Cresentrix Solutions
4th Floor, Tower B, Tech Park
Kochi, Kerala 682030, India