Terms of Service

1. Acceptance of Terms

By accessing our website at https://digitalspringtechnology.com, submitting a project inquiry, executing a Statement of Work (“SOW”) or Service Agreement, or making a payment for our services, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

If you do not agree to these Terms, please do not use our website or engage our services. Continued use of our website after any modification to these Terms constitutes your acceptance of the revised Terms.

2. Description of Services

Digital Spring Technology provides a range of technology and digital services, including but not limited to:

• Enterprise Resource Planning (ERP) Development
• Customer Relationship Management (CRM) Development
• Custom Website Design & Development
• Bespoke Software Application Development
• Mobile Application Development (iOS & Android)
• Shopify Store Design & Development
• WooCommerce Store Design & Development
• Digital Marketing Services

The specific scope, deliverables, timelines, and fees for each engagement are defined in a separate Statement of Work or Project Agreement signed by both parties. In the event of any conflict between a signed SOW and these Terms, the SOW shall prevail only with respect to the specific provisions addressed therein.

3. Project Engagement & Scope

3.1 Project Initiation

All projects commence upon execution of a mutually agreed Statement of Work (SOW) or Project Agreement and receipt of the applicable advance payment. Verbal commitments or email conversations do not constitute a binding project agreement.

3.2 Scope of Work

The SOW will describe the agreed scope, deliverables, milestones, timeline, and pricing. Any changes to the agreed scope (“Change Requests”) must be submitted in writing. We will evaluate and respond with a revised timeline and additional cost estimate within five (5) business days. Work on a Change Request will begin only after written approval from the Client.

3.3 Client Approvals

The Client is required to review and provide written approval (via email or project management tool) for each milestone deliverable within seven (7) business days of submission. Failure to respond within this period will be deemed tacit approval, and the project will proceed to the next milestone.

3.4 Timelines

Project timelines stated in the SOW are estimates based on the information available at the time of agreement. We will make commercially reasonable efforts to meet agreed timelines. Delays caused by the Client (including delayed feedback, unapproved content, or delayed payments) will result in a corresponding extension of the project timeline, and we shall not be liable for such delays.

4. Payment Terms

4.1 Fee Structure

Fees are as specified in the applicable SOW. Unless otherwise agreed in writing, our standard payment structure is:

• 50% advance upon signing of the SOW, before project commencement.
• 25% upon completion and approval of the design/prototype milestone.
• 25% upon project completion and delivery of final source code / deployment, before go-live.

For long-term retainer or ongoing maintenance agreements, invoices are raised monthly in advance and are due within fifteen (15) days of invoice date.

4.2 Invoicing

All invoices are issued in Indian Rupees (INR) unless otherwise agreed. Goods and Services Tax (GST) is applicable at the prevailing rate and will be charged in addition to the agreed fees. Our GSTIN will be specified on each tax invoice.

4.3 Late Payment

Payments not received within the due date are subject to a late payment charge of 1.5% per month (18% per annum), compounded monthly, on the outstanding amount. We reserve the right to suspend work on any active project where payment is overdue by more than fifteen (15) days. Suspension of work due to non-payment does not relieve the Client of any payment obligation.

4.4 Refund Policy

Advance payments are non-refundable once work has commenced on the agreed deliverables, except in cases where we are in material breach of the SOW and fail to remedy such breach within thirty (30) days of written notice. Refund requests must be submitted in writing to hello@digitalspringtechnology.com within fifteen (15) days of the event giving rise to the claim.

4.5 Currency & Mode of Payment

Payments may be made via bank transfer (NEFT/RTGS/IMPS), UPI, cheque, or any other method agreed upon in the SOW. Bank details will be provided on each invoice. International clients may pay in USD or GBP via wire transfer; exchange rate and any bank charges shall be borne by the Client.

5. Intellectual Property Rights

5.1 Client-Owned Deliverables

Upon receipt of all payments due under the applicable SOW, and subject to these Terms, Digital Spring Technology hereby assigns to the Client all right, title, and interest in and to the custom deliverables developed specifically for that project, including source code, designs, and documentation (“Deliverables”).

5.2 Pre-Existing IP & Retained IP

Notwithstanding the above, Digital Spring Technology retains all right, title, and interest in and to:

• Any pre-existing intellectual property, frameworks, libraries, tools, and methodologies owned or developed by us prior to or independent of the project (“Background IP”).
• Generic, reusable code components, utilities, and architectural patterns developed during the project that are not specific to the Client’s business.

We grant the Client a perpetual, non-exclusive, royalty-free licence to use Background IP incorporated into the Deliverables solely for the Client’s internal business purposes.

5.3 Third-Party Components

Where Deliverables incorporate open-source software or third-party licensed components, such components are subject to their respective licence terms. We will identify any material third-party components in the project documentation.

5.4 Portfolio Rights

The Client grants Digital Spring Technology the non-exclusive right to reference the Client’s name, logo, and a general description of the project in our portfolio, website, proposals, and marketing materials. We will not disclose confidential business information without prior written consent.

6. Confidentiality

Each party agrees to maintain in strict confidence all proprietary, technical, business, financial, or other information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (“Confidential Information”).

This obligation does not apply to information that: (a) is or becomes publicly known through no breach of this clause; (b) was already known to the receiving party before disclosure; (c) is independently developed without use of the Confidential Information; or (d) is required to be disclosed by law, court order, or a governmental authority, provided the disclosing party is given prompt written notice where permissible.

The confidentiality obligations herein shall survive termination of the engagement for a period of three (3) years.

7. Client Obligations

The Client agrees to:

• Provide timely, accurate, and complete information, content, assets, and feedback required for the project.
• Designate a single authorised point of contact for all project-related communications.
• Ensure that any content, data, images, trademarks, or other materials provided to us for incorporation into the Deliverables do not infringe any third-party intellectual property rights and that the Client has full right and authority to use them.
• Comply with all applicable laws in connection with the use of our Deliverables, including but not limited to the Information Technology Act, 2000, GDPR (if applicable), and applicable data protection regulations.
• Maintain the security of any login credentials, API keys, or access tokens provided for the project and promptly notify us of any suspected breach.

8. Representations & Warranties

8.1 Our Warranties

We represent and warrant that:

• We have the right, power, and authority to enter into these Terms and to provide the services described herein.
• The Deliverables will be developed with reasonable skill and care consistent with good industry practice.
• To our knowledge, the Deliverables (excluding third-party components and Client-provided materials) will not infringe any third-party intellectual property rights.

8.2 Warranty Period & Bug Fixes

We provide a 30-day warranty period after the final delivery date during which we will fix any defects in the Deliverables that are attributable to our work at no additional charge. This warranty does not cover issues arising from Client-side modifications, third-party integrations, hosting environment changes, or force majeure events.

8.3 Disclaimer

Except as expressly stated in these Terms, all services and deliverables are provided “as is” and “as available,” without warranty of any kind, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

9. Limitation of Liability

To the maximum extent permitted by applicable law, Digital Spring Technology’s total aggregate liability to the Client for any claims arising out of or related to these Terms or any SOW — whether in contract, tort (including negligence), breach of statutory duty, or otherwise — shall not exceed the total fees paid by the Client to us in the three (3) months immediately preceding the event giving rise to the claim.

In no event shall either party be liable to the other for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to loss of profits, revenue, data, goodwill, or business opportunity, even if advised of the possibility of such damages.

Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited or excluded under applicable law.

10. Indemnification

The Client agrees to indemnify, defend, and hold harmless Digital Spring Technology, its directors, employees, contractors, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) the Client’s breach of these Terms; (b) any content or materials provided by the Client that infringe a third party’s intellectual property rights; (c) the Client’s use of the Deliverables in violation of applicable law; or (d) the Client’s negligence or wilful misconduct.

11. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under these Terms if such delay or failure is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, government actions, war, terrorism, civil unrest, epidemics, pandemics, strikes, power failures, or internet service disruptions (“Force Majeure Event”).

The affected party must notify the other in writing as soon as reasonably practicable after the onset of the Force Majeure Event. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate the affected SOW upon fifteen (15) days’ written notice, with no liability to either party except for payment of fees earned for work completed to date.

12. Termination

12.1 Termination for Convenience

Either party may terminate an SOW for convenience upon thirty (30) days’ written notice to the other party. Upon such termination, the Client shall pay for all work completed up to the effective date of termination, plus any non-cancellable third-party costs incurred by us on the Client’s behalf.

12.2 Termination for Cause

Either party may terminate an SOW immediately upon written notice if the other party: (a) commits a material breach of these Terms and fails to remedy such breach within fifteen (15) business days of written notice; or (b) becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver, administrator, or liquidator appointed.

12.3 Effect of Termination

Upon termination, we will deliver to the Client all work in progress for which payment has been received. Clauses relating to confidentiality, intellectual property, limitation of liability, indemnification, dispute resolution, and governing law shall survive termination.

13. Dispute Resolution

13.1 Negotiation

In the event of any dispute or claim arising out of or in connection with these Terms or any SOW, the parties shall first attempt to resolve the dispute through good-faith negotiation between designated senior representatives. The aggrieved party must provide written notice of the dispute, and the parties shall endeavour to resolve it within thirty (30) days of such notice.

13.2 Arbitration

If the dispute cannot be resolved through negotiation within thirty (30) days, it shall be finally settled by binding arbitration conducted in accordance with the Arbitration and Conciliation Act, 1996 (as amended). The arbitral tribunal shall consist of a sole arbitrator mutually agreed upon by both parties. The seat of arbitration shall be Lucknow, Uttar Pradesh, India. The language of arbitration shall be English. The arbitral award shall be final and binding on both parties.

13.3 Interim Relief

Nothing in this clause prevents either party from seeking urgent interim or injunctive relief from a competent court.

14. Governing Law & Jurisdiction

These Terms and all SOWs shall be governed by and construed in accordance with the laws of the Republic of India. Subject to the arbitration clause above, the parties submit to the exclusive jurisdiction of the courts located in Lucknow, Uttar Pradesh, India.

15. Amendments

We reserve the right to modify these Terms at any time. Material changes will be communicated by updating the “Last Updated” date at the top of this page and, where practicable, by email notification to active clients. Your continued use of our services or website after such changes constitutes your acceptance of the revised Terms. We encourage you to review these Terms periodically.

16. Severability

If any provision of these Terms is found by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, it shall be severed from these Terms. The remaining provisions shall continue in full force and effect.

17. Contact Information

For any questions, concerns, or notices regarding these Terms, please contact us at: