These Master Terms of Engagement govern all technology advisory, software architecture, turnkey platform engineering, and consulting services delivered by ASHNEL INC. They establish mutual contractual obligations, scope boundaries, milestone acceptance criteria, intellectual property allocation, and liability limitations.
1.1 Contractual Framework: These Master Terms of Engagement (“Terms”) govern all consulting, software engineering, architecture, and technology advisory services provided by ASHNEL INC. (“AshNel”, “Company”, “we”, “us”) to the corporate or institutional client identified in an applicable work authorization (“Client”, “you”).
1.2 Statements of Work (SOW): All specific engagements shall be authorized exclusively through written Statements of Work, Work Orders, or Task Authorizations (each an “SOW”) executed by authorized representatives of both parties. Each SOW shall define the specific technical deliverables, milestone schedules, acceptance criteria, assumptions, and fee structures.
1.3 Order of Precedence: In the event of an express conflict between the provisions of these Terms and any executed SOW, the terms of the applicable SOW shall prevail solely with respect to the specific services and deliverables covered thereunder, and only to the extent explicitly noted in said SOW.
1.4 Independent Contractor Relationship: AshNel performs all services strictly as an independent contractor. Nothing in these Terms or any SOW shall be construed as creating any agency, partnership, joint venture, fiduciary, or employer-employee relationship between the parties.
2.1 Fixed-Scope Boundaries: Unless an alternative engagement model is explicitly documented in an executed SOW, all software engineering projects are contracted on a fixed-scope milestone basis. The agreed specifications, wireframes, architectures, and deliverables articulated in the SOW establish the complete and exhaustive boundaries of AshNel’s delivery obligations.
2.2 Change Control Process: If either party desires to modify the scope, technical architecture, timeline, or deliverables of an ongoing engagement, such party shall submit a written Change Request detailing the proposed modifications.
2.3 Change Order Requirement: AshNel shall assess the technical and commercial impact of the requested changes and present a formal “Change Order” specifying necessary adjustments to milestone fees, delivery schedules, and technical requirements. AshNel has no obligation to perform any out-of-scope work until both parties have formally executed the applicable Change Order. Verbal requests, informal messaging communications, or speculative tickets do not constitute binding amendments to any SOW.
3.1 Client Dependencies & Timely Cooperation: Successful delivery relies upon Client’s active and timely cooperation. Client shall promptly furnish all necessary information, third-party API credentials, staging environment access, assets, brand materials, administrative permissions, and subject-matter expert availability reasonably requested by AshNel.
3.2 Schedule Adjustments for Client Delays: If AshNel’s performance of services is impeded, delayed, or prevented by any act, omission, delay, or failure of the Client (including delays in providing sign-offs, environment access, or necessary credentials), delivery timelines and milestone deadlines shall automatically be extended on a day-for-day basis. AshNel shall not be liable for any losses, costs, or damages arising from delays caused by Client dependencies.
3.3 Acceptance Review Window: Upon completion of a designated milestone or deliverable, AshNel will notify Client in writing and make the deliverable available for review and acceptance testing in an agreed staging or demonstration environment. Client shall have ten (10) business days from notification (“Review Period”) to test the deliverable against the agreed functional specifications set forth in the applicable SOW.
3.4 Acceptance & Deemed Acceptance: The deliverable shall be deemed conclusively accepted upon the earliest of: (a) Client providing written confirmation of acceptance; (b) expiration of the Review Period without Client delivering a written, detailed notification of material non-conformity; or (c) Client utilizing, deploying, or publishing the deliverable in any live, production, or customer-facing commercial environment.
3.5 Rejection Criteria: Any rejection must be delivered in writing within the Review Period and must identify with reasonable technical specificity how the deliverable materially fails to conform to the specifications in the SOW. Minor aesthetic preferences, subjective enhancements, or features not expressly included in the SOW do not constitute valid grounds for rejection. Upon receipt of a valid non-conformity notice, AshNel shall use commercially reasonable efforts to remediate the identified non-conformities and resubmit the deliverable for verification.
4.1 Milestone Invoicing: Fees for services are set forth in the applicable SOW and are invoiced upon commencement or upon attainment of specified project milestones. All invoices are due and payable within fifteen (15) calendar days from the date of invoice issuance, unless an alternative schedule is expressly provided in the SOW.
4.2 Late Payment Charges: Any amount not paid when due shall accrue finance charges at the rate of 1.5% per month (18% per annum), or the maximum rate permitted under Chapter V of the Micro, Small and Medium Enterprises Development (MSMED) Act, 2006, calculated daily from the due date until paid in full. Client shall reimburse AshNel for all reasonable collection costs, including legal fees and court expenditures, incurred in recovering overdue amounts.
4.3 Right to Suspend Performance: If Client fails to pay any undisputed invoice within ten (10) calendar days after written reminder notice, AshNel reserves the absolute right, without liability or prejudice to any other remedies, to: (a) immediately suspend performance of all active services; (b) withhold deployment or release of source code and deliverables; and (c) restrict access to development, staging, or preview environments until all outstanding sums, including accrued interest, are paid in full. Suspension under this clause shall automatically toll all delivery milestones.
4.4 Taxes & Statutory Compliance: Fees are exclusive of applicable statutory taxes. Client shall be solely responsible for all Goods and Services Tax (GST), sales, value-added, withholding, customs duties, or other transactional taxes assessed by any governmental authority in connection with the engagement, excluding only taxes based upon AshNel’s net corporate income. ASHNEL INC. is a registered MSME entity operating under Karnataka GSTIN: 29BPUPJ7485N1ZK.
5.1 Bespoke Deliverables Transfer Conditioned on Full Payment: Subject to full, final, and irrevocable receipt by AshNel of all compensation, milestone fees, and expenses due under the applicable SOW, AshNel assigns and transfers to Client all right, title, and interest (including copyright) in the bespoke custom software code, database schemas, and graphic configurations created specifically and exclusively for Client under that SOW (“Custom Deliverables”). Until full and final payment is received, AshNel retains sole and exclusive title and ownership of all deliverables.
5.2 Retention of AshNel Background Technology: Notwithstanding anything to the contrary, AshNel retains sole and exclusive ownership of, and all intellectual property rights in: (a) all pre-existing software, frameworks, scripts, developer tooling, foundational libraries, and UI component architectures developed prior to or independently of the SOW; (b) general algorithms, data models, workflows, and system architectures; and (c) all enhancements, improvements, and derivatives thereof developed during the course of performing services (“AshNel Background Technology”).
5.3 License to Background Technology: To the extent that any AshNel Background Technology is embedded or incorporated into any Custom Deliverables, AshNel hereby grants to Client a perpetual, worldwide, non-exclusive, non-transferable, royalty-free license to use, execute, reproduce, and display such Background Technology solely as integrated into and necessary for the operation of the Custom Deliverables. Client shall have no right to unbundle, sell, sublicense, distribute, or reverse-engineer AshNel Background Technology on a standalone basis.
5.4 Third-Party & Open-Source Software: Software delivered may incorporate standard open-source libraries, frameworks, or third-party APIs (e.g., Python, Django, PostgreSQL, Redis, Tailwind CSS, Frappe/ERPNext). Such components remain subject to their respective open-source licenses (e.g., MIT, Apache 2.0, BSD). AshNel makes no warranties, express or implied, and assumes no indemnification liability with respect to any third-party or open-source software.
5.5 Reservation of Residual Knowledge: Nothing herein shall prohibit AshNel from utilizing its general technical knowledge, skills, experience, ideas, and know-how retained in the memories of its personnel in providing services to other clients, provided that AshNel does not disclose Client’s Confidential Information in violation of Section 6.
6.1 Confidential Information Defined: “Confidential Information” means all non-public business, commercial, technical, operational, architectural, and financial information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”), whether verbally, visually, or in writing, that is designated as confidential or reasonably ought to be understood as confidential given the nature of the information.
6.2 Protection Covenants: The Receiving Party agrees to protect the confidentiality of the Disclosing Party’s Confidential Information using at least the same degree of care it uses to protect its own confidential materials of like importance, and in no event less than a reasonable degree of care. Confidential Information shall not be disclosed to any third party, except to employees, professional advisors, and authorized subcontractors who need to know such information for the purposes of the engagement and who are bound by confidentiality obligations at least as restrictive as those herein.
6.3 Exclusions: Confidential Information does not include information that: (a) is or becomes publicly known through no breach by Receiving Party; (b) was already known to Receiving Party without restriction prior to disclosure; (c) is independently developed by Receiving Party without reference to or reliance upon Disclosing Party’s Confidential Information; or (d) is required to be disclosed pursuant to judicial decree or valid government order, provided Receiving Party gives prompt written notice where legally permissible.
6.4 Publicity & Portfolio Reference: Unless otherwise agreed in an executed Non-Disclosure Agreement or specific SOW, AshNel shall be entitled to reference Client by name and display Client’s trade name and logo in its client rosters, marketing collateral, professional credentials, and website portfolio, accompanied by high-level descriptive summaries of the technical architecture and services delivered.
7.1 Limited Post-Deployment Warranty: AshNel warrants that for a period of thirty (30) calendar days following final acceptance of the Custom Deliverables (“Warranty Period”), the Custom Deliverables will materially conform to the functional specifications expressly documented in the applicable SOW.
7.2 Exclusive Remedy: In the event of a verified breach of the limited warranty set forth in Section 7.1 reported in writing during the Warranty Period with reproducible diagnostic evidence, AshNel’s sole liability and Client’s sole and exclusive remedy shall be for AshNel to use commercially reasonable efforts to correct or remediate the verified defect at no additional charge to Client.
7.3 Warranty Disqualifications: The limited warranty does not apply to, and AshNel shall have no remediation obligations with respect to, any defect, failure, or bug caused by: (a) modification, alteration, or tampering with the software by Client or any third party; (b) misuse, misconfiguration, or failure to follow operational guidance; (c) hardware, network, third-party hosting, or cloud infrastructure downtime; (d) breaking changes, rate limits, or outages in third-party APIs or external services; or (e) any custom code or software used outside its intended environment.
7.4 Express Disclaimer of All Other Warranties:
EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH IN SECTION 7.1, ALL SERVICES, ARCHITECTURAL DESIGNS, CONSULTING ADVICE, CODE, DELIVERABLES, AND ASSOCIATED MATERIALS ARE PROVIDED STRICTLY “AS IS” AND “AS AVAILABLE.” ASHNEL INC. EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING BY CUSTOM OR USAGE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, SYSTEM INTEGRATION, OR NON-INFRINGEMENT. ASHNEL DOES NOT WARRANT THAT THE DELIVERABLES WILL OPERATE UNINTERRUPTED, SECURE FROM MALICIOUS INTRUSION, OR COMPLETELY ERROR-FREE, NOR THAT THEY WILL SATISFY ANY REGULATORY STANDARDS NOT EXPLICITLY STIPULATED IN AN EXECUTED SOW.
8.1 Client Indemnity: Client shall defend, indemnify, and hold harmless ASHNEL INC., its officers, directors, employees, contractors, and agents from and against any and all claims, actions, suits, demands, damages, losses, liabilities, settlements, penalties, and expenses (including reasonable attorneys’ fees and legal costs) arising out of or relating to:
8.2 Indemnification Procedure: AshNel shall promptly notify Client in writing of any claim subject to indemnification, grant Client primary control over the defense and settlement (provided no settlement admits fault on behalf of AshNel without its consent), and provide reasonable assistance at Client’s expense.
9.1 Absolute Consequential Damages Waiver:
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL ASHNEL INC., ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, OR SUBCONTRACTORS BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, OR MULTIPLE DAMAGES OF ANY NATURE, INCLUDING WITHOUT LIMITATION CLAIMS FOR LOSS OF BUSINESS PROFITS, REVENUE, GOODWILL, ANTICIPATED SAVINGS, LOSS OF DIGITAL DATA, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS, OR COMPUTER/SERVER SYSTEM FAILURE, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, BREACH OF STATUTORY DUTY, OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 Aggregate Cumulative Liability Cap: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ASHNEL INC.’S TOTAL CUMULATIVE AND AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, ANY SOW, THE SERVICES, OR ANY DELIVERABLE, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY RECEIVED BY ASHNEL INC. UNDER THE SPECIFIC SOW GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE OCCURRENCE OF THE FIRST EVENT GIVING RISE TO LIABILITY.
9.3 Essential Allocation of Risk: The parties acknowledge and agree that the fees charged reflect this deliberate allocation of risk, and that the limitations and exclusions set forth in this Section 9 represent an essential basis of the bargain without which AshNel would not enter into any SOW or deliver any services.
10.1 Non-Solicitation Covenant: During the term of any active SOW and for a period of twelve (12) calendar months following the completion or termination thereof, Client covenants that it shall not, directly or indirectly, solicit, recruit, induce, entice, hire, or engage as an employee, contractor, advisor, or consultant any personnel, engineer, system architect, or subcontractor of AshNel who was engaged in the scoping, architectural design, or execution of services for Client.
10.2 Liquidated Damages for Breach: In the event of a breach of Section 10.1, Client acknowledges that the actual damages suffered by AshNel would be difficult to calculate precisely. Client therefore agrees to pay AshNel, within thirty (30) days of demand, as liquidated damages and not as a penalty, an amount equal to fifty percent (50%) of the annualized gross compensation or contract rate of the solicited individual, representing a reasonable pre-estimate of recruitment, onboarding, and organizational disruption costs.
11.1 Term: These Terms shall commence upon the earlier of the execution of an SOW or the commencement of services, and shall remain in full force and effect until terminated as provided herein.
11.2 Termination for Cause: Either party may terminate an SOW or these Terms immediately upon written notice if the other party: (a) materially breaches any provision of these Terms or the SOW and fails to cure such material breach within thirty (30) calendar days after receipt of written notice detailing the breach; (b) ceases conducting business in the normal course; or (c) becomes insolvent, files for bankruptcy, or is subject to liquidation proceedings.
11.3 Termination for Convenience: If explicitly authorized in an applicable SOW, Client may terminate an SOW for convenience by providing thirty (30) calendar days’ prior written notice to AshNel. Upon any termination for convenience, Client shall promptly pay AshNel for: (a) all services completed and milestones reached up to the effective termination date; (b) pro-rata compensation for work-in-progress; and (c) all non-cancellable commitments or infrastructure expenditures incurred by AshNel in reliance upon the SOW.
11.4 Surviving Provisions: Sections 4, 5.2, 5.3, 6, 7.4, 8, 9, 10, 11.4, and 12 shall survive any expiration or termination of these Terms.
12.1 Governing Law: These Terms, all executed SOWs, and any disputes, controversy, or claims arising out of or relating hereto shall be governed by, and construed and enforced strictly in accordance with, the substantive laws of the Republic of India, without regard to its conflict of law principles.
12.2 Amicable Negotiation: The parties shall first attempt in good faith to resolve any dispute, controversy, or claim arising out of or relating to these Terms or any SOW through direct executive consultation between designated senior officers of each party for a period of not less than twenty (20) business days.
12.3 Binding Arbitration: Any dispute, controversy, or claim that cannot be resolved amicably pursuant to Section 12.2 shall be referred to and finally resolved by binding arbitration administered in Bangalore, Karnataka, in accordance with the Arbitration and Conciliation Act, 1996 (as amended). The arbitration shall be conducted before a sole arbitrator mutually appointed by the parties. If the parties fail to agree on an arbitrator within thirty (30) days of notice, the appointment shall be made in accordance with the Act. The arbitral proceedings shall be conducted in the English language, and the arbitral award shall be final, conclusive, and binding upon both parties.
12.4 Exclusive Court Jurisdiction: Subject to the mandatory arbitration provisions in Section 12.3, the competent civil courts located in Bangalore, Karnataka, India, shall have exclusive jurisdiction over any proceedings seeking interim injunctive relief or enforcement of arbitral awards.
12.5 Force Majeure: Neither party shall be liable for any failure or delay in performance (other than payment obligations) resulting from acts of God, war, hostilities, riot, civil commotion, strikes, power grid failures, public internet disruptions, pandemics, governmental regulations, or other events beyond its reasonable control.
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