Terms & Conditions

Last Updated: February 2025

1. Acceptance of Terms

Welcome to Sapphire Minds Private Limited ("Company," "we," "us," or "our"). These Terms and Conditions ("Terms") govern your access to and use of our website (sapphireminds.ai), services, and products.

By accessing our website, engaging our services, or communicating with us through any channel (including our AI chatbot), you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy.

2. Definitions

• "Client" or "You" refers to the individual or entity using our services.
• "Services" refers to all software development, IT consulting, AI/ML solutions, web development, mobile app development, cloud solutions, and related services provided by Sapphire Minds.
• "Agreement" refers to any contract, proposal, or statement of work executed between the Client and Sapphire Minds.
• "Deliverables" refers to all work products, code, documentation, and materials provided under our Services.
• "Website" refers to sapphireminds.ai and all associated subdomains.

3. Services Description

3.1 Scope of Services

Sapphire Minds provides the following services:

• Custom software development
• AI and machine learning solutions
• IT consulting and strategy
• Web application development
• Mobile application development (iOS, Android)
• Cloud computing solutions
• Digital transformation consulting
• Technical support and maintenance

3.2 Service Delivery

All services are provided according to the terms specified in individual project agreements, proposals, or statements of work. Specific deliverables, timelines, and pricing are defined in project-specific documentation.

4. Use of Website and AI Chatbot

4.1 Permitted Use

You may use our website and AI chatbot for:

• Learning about our services
• Requesting information and quotes
• Scheduling consultations
• Communicating with our team

4.2 Prohibited Use

You agree NOT to:

• Use the website for any unlawful purpose
• Attempt to hack, breach, or compromise our security
• Upload malicious code, viruses, or harmful content
• Scrape, copy, or replicate our website content without permission
• Impersonate others or provide false information
• Abuse or spam our AI chatbot
• Reverse engineer our AI systems or technology

4.3 AI Chatbot Disclaimer

Our AI chatbot is designed to assist with basic inquiries and information. While we strive for accuracy:

• Chatbot responses are not legally binding commitments
• For formal proposals and contracts, please contact our team directly
• AI responses may contain errors or inaccuracies
• We are not liable for decisions made based solely on chatbot interactions

5. Client Responsibilities

5.1 Information and Cooperation

Clients agree to:

• Provide accurate, complete, and timely information
• Respond promptly to requests for feedback and approvals
• Designate authorized representatives for decision-making
• Provide necessary access to systems, tools, and resources
• Comply with all applicable laws and regulations

5.2 Content and Materials

Clients are responsible for:

• Ownership and licensing of all content they provide
• Ensuring content does not violate third-party rights
• Accuracy and legality of provided information
• Backup of their own data and content

6. Payment Terms

6.1 Pricing

• All prices are quoted in Indian Rupees (INR) unless otherwise specified
• Quotes are valid for 30 days unless otherwise stated
• Prices are subject to applicable taxes (GST)

6.2 Payment Schedule

Standard payment terms (unless otherwise specified in project agreement):

• Milestone-based projects: As per agreed milestones
• Fixed-price projects: 50% advance, 50% on completion
• Retainer services: Monthly in advance
• Consulting: As per agreed schedule (monthly/quarterly)

6.3 Late Payments

• Payments are due within 15 days of invoice date unless otherwise agreed
• Late payments may incur interest charges of 1.5% per month (18% per annum)
• We reserve the right to suspend services for overdue payments
• Collection costs for overdue payments will be borne by the Client

6.4 Payment Methods

We accept:

• Bank transfer (NEFT/RTGS/IMPS)
• UPI payments
• Cheque (for amounts above ₹50,000)
• Online payment gateways (as specified)

7. Intellectual Property Rights

7.1 Client-Owned IP

Upon full payment, Client owns:

• Final deliverables specifically created for the Client
• Custom code written exclusively for the Client's project
• Documentation and materials created for the Client

7.2 Sapphire Minds-Owned IP

We retain ownership of:

• Pre-existing code, frameworks, and libraries
• General methodologies and processes
• Reusable components and tools
• Our proprietary AI models and algorithms
• Marketing materials, website content, and branding

7.3 Third-Party Components

Projects may include third-party libraries, APIs, or services subject to their own licenses. Clients are responsible for complying with third-party license terms.

7.4 Portfolio Use

Unless otherwise agreed in writing, we reserve the right to:

• Display completed projects in our portfolio
• Use project names and logos for marketing (with anonymization if requested)
• Create case studies (subject to Client approval)

8. Confidentiality

8.1 Mutual Confidentiality

Both parties agree to:

• Maintain confidentiality of all proprietary information
• Use confidential information only for project purposes
• Not disclose confidential information to third parties without consent
• Return or destroy confidential materials upon request

8.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is publicly available
• Was already known to the receiving party
• Is independently developed
• Must be disclosed by law

9. Warranties and Disclaimers

9.1 Our Warranties

We warrant that:

• Services will be performed professionally and competently
• Deliverables will substantially conform to agreed specifications
• We have the right to provide the agreed services
• Services will comply with applicable laws

9.2 Warranty Period

• Bug Fixes: 90 days from delivery for critical bugs
• Maintenance: As per separate maintenance agreement
• Warranty Exclusions: Issues caused by client modifications, third-party systems, or force majeure

9.3 Disclaimers

10. Limitation of Liability

10.1 Liability Cap

Our total liability for any claims arising from services shall not exceed the total fees paid by the Client for the specific project in question during the 12 months preceding the claim.

10.2 Excluded Damages

We are not liable for:

• Indirect, incidental, or consequential damages
• Loss of profits, revenue, or business opportunities
• Loss of data (beyond reasonable backup restoration)
• Costs of substitute services
• Reputational harm or goodwill

10.3 Exceptions

Limitations do not apply to:

• Gross negligence or willful misconduct
• Breach of confidentiality
• Intellectual property infringement
• Matters that cannot be limited by law

11. Project Changes and Scope Creep

11.1 Change Requests

• Changes to agreed scope must be documented in writing
• We will provide revised timeline and cost estimates
• Changes are implemented only after written approval
• Significant changes may require contract amendments

11.2 Minor Adjustments

Minor refinements within agreed scope are included. Major changes are subject to additional charges.

12. Termination

12.1 Termination for Convenience

• Either party may terminate with 30 days written notice
• Client pays for work completed up to termination date
• Client receives deliverables completed to date

12.2 Termination for Cause

Either party may terminate immediately if:

• The other party materially breaches these Terms
• The other party becomes insolvent or bankrupt
• Required by law or court order

12.3 Effect of Termination

• Client pays all outstanding invoices
• Confidentiality obligations survive termination
• Each party returns confidential materials
• Intellectual property rights as defined herein apply

13. Force Majeure

Neither party is liable for delays or failures due to circumstances beyond reasonable control, including:

• Natural disasters, pandemics, wars
• Government actions or regulations
• Internet or power outages
• Third-party service failures
• Labor disputes

14. Indemnification

14.1 Client Indemnity

Client agrees to indemnify us against claims arising from:

• Content and materials provided by Client
• Client's use of deliverables
• Client's violation of third-party rights
• Client's breach of these Terms

14.2 Our Indemnity

We will indemnify Client against claims that our deliverables infringe third-party intellectual property rights, subject to our liability limitations.

15. Dispute Resolution

15.1 Negotiation

Parties agree to first attempt resolution through good-faith negotiation.

15.2 Mediation

If negotiation fails, parties may agree to mediation before pursuing litigation.

15.3 Arbitration

Disputes may be resolved through arbitration under Indian Arbitration and Conciliation Act, 1996.

15.4 Jurisdiction

These Terms are governed by the laws of India. Courts in Faridabad, Haryana shall have exclusive jurisdiction.

16. General Provisions

16.1 Entire Agreement

These Terms, together with any executed agreements, constitute the entire agreement between parties.

16.2 Amendments

We may update these Terms at any time. Material changes will be communicated via email or website notice. Continued use constitutes acceptance of updated Terms.

16.3 Severability

If any provision is found invalid, remaining provisions continue in full force.

16.4 Waiver

Failure to enforce any provision does not constitute a waiver of that provision.

16.5 Assignment

Client may not assign these Terms without our written consent. We may assign to affiliates or in case of merger/acquisition.

16.6 Independent Contractors

Parties are independent contractors. Nothing creates a partnership, agency, or employment relationship.

17. Privacy and Data Protection

Our collection and use of personal information is governed by our Privacy Policy. By using our services, you also agree to our Privacy Policy.

18. Marketing and Testimonials

By engaging our services, you grant us permission to:

• List you as a client (unless specifically requested otherwise)
• Request testimonials and reviews
• Publish case studies with your approval

19. Third-Party Services

Our services may integrate with or use third-party tools (AWS, Google Cloud, APIs, etc.). Use of such services is subject to their respective terms and privacy policies.

20. Contact Information