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LEGAL & COMPLIANCE

Terms and Conditions

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Effective Date

October 30, 2026

Entity Name

SolcentricNX

Governing Law

Laws of India (Mumbai)

Contact Email

[email protected]

IMPORTANT LEGAL NOTICE

These Master Terms and Conditions ('Terms') constitute a legally binding agreement between SolcentricNX ('Company', 'We', 'Us') and the Client or User ('Client', 'You') engaging our IT, custom software engineering, website development, AI solutions, digital marketing, or white-label agency services. By signing a Statement of Work (SOW), issuing a purchase order, accessing our website (https://solcentricnx.com), or paying an invoice, you accept these Terms in full.

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1. Definitions and Interpretation

'Company' / 'SolcentricNX': SolcentricNX, a technology, digital product, and media solutions studio based in Mumbai, Maharashtra, India.

'Client': Any individual, corporate entity, business entity, partnership, or agency requesting or purchasing services from SolcentricNX.

'Service Agreement' / 'SOW': Any proposal, quotation, Statement of Work (SOW), retainer agreement, or written service outline signed or approved by the Client detailing deliverables, timelines, and costs.

'Deliverables': All custom software, web applications, websites, source code, graphic designs, marketing funnels, branding kits, content, and reports produced by SolcentricNX for the Client.

'Company Pre-Existing IP': Any proprietary source code, algorithms, framework structures, templates, pre-existing tools, or design systems owned by SolcentricNX prior to or created independently of the project.

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2. Services Offered & Service Specifications

SolcentricNX provides specialized end-to-end IT, software engineering, digital product creation, and media solutions, categorized as follows:

2.1 IT & Technology Solutions

  • —Custom Web Development: Next.js, React, headless CMS architecture, responsive UI/UX, and performant web platforms.
  • —Custom Enterprise Software & Web Applications: Bespoke business dashboards, database architecture, and workflow automation systems.
  • —Artificial Intelligence (AI) & System Integration: LLM integrations, automated data pipelines, and third-party API bridges.

2.2 Media & Marketing Solutions

  • —Digital & Performance Marketing: Targeted customer acquisition funnels, campaign management, and conversion rate optimization (CRO).
  • —Brand Identity & Creative Systems: Visual brand guidelines, asset kits, collateral design, and interactive UI/UX prototyping.
  • —Social Media & Content Strategy: Organic engagement growth, creative content production, and digital multi-channel publishing.

2.3 Agency White-Label & Partnership Solutions

White-label technical engineering, dedicated sprint capacity, and elastic execution support for partner marketing agencies and IT service providers.

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3. Client Obligations and Project Execution

Successful execution of digital projects requires active collaboration. The Client agrees to:

  • •Asset Provision: Provide complete, accurate, and timely access to required materials, branding assets, copywriting, credentials, third-party API keys, and server environments.
  • •Timely Review & Feedback: Review project milestones, wireframes, code staging links, and deliverables within five (5) business days of submission by SolcentricNX, unless otherwise stated in the SOW.
  • •Designated Representative: Appoint a designated primary point of contact authorized to make binding decisions regarding project scope, feedback, and approvals.
  • •Legal Compliance of Assets: Ensure that all content, assets, logos, text, or third-party media supplied to SolcentricNX do not violate third-party intellectual property rights, trademarks, or privacy laws.
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4. Pricing, Payment Terms, Taxation & Invoicing

4.1 Payment Terms & Currency

Services are provided on a fixed-fee milestone basis, monthly retainer, or hourly rate, as defined in the applicable SOW or invoice. Domestic (Indian) Clients: Invoices are issued in Indian Rupees (INR) and are subject to applicable statutory Goods and Services Tax (GST). International Clients: Invoices are issued in United States Dollars (USD), Canadian Dollars (CAD), Euros (EUR), British Pounds (GBP), or other agreed major currencies.

4.2 Milestone Payments & Retainers

Unless explicitly varied in writing, custom software and web development projects follow a standard 50% upfront deposit upon contract signing, 30% upon beta/staging delivery, and 20% prior to final production release and source code transfer.

4.3 Late Payment Interest & Remedies

Invoices are payable within seven (7) business days from the date of issue. Overdue payments accrue interest at the rate of 1.5% per month (or the maximum allowed under applicable law). SolcentricNX reserves the right to suspend active project development, withhold code deployment, or revoke staging environment access for any delinquent account.

4.4 Taxes & Banking Charges

International clients are responsible for all international bank transfer fees, wire fees, intermediary bank deductions, and foreign tax withholdings, ensuring that SolcentricNX receives the net invoiced amount in full.

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5. Intellectual Property Rights (IPR)

5.1 Ownership of Deliverables

Upon receipt of full and final payment for all invoiced milestones under the relevant SOW, SolcentricNX grants and assigns to the Client exclusive copyright and ownership of the final bespoke software code, custom graphics, and marketing assets developed specifically for the Client.

5.2 Pre-Existing IP & Third-Party Code

SolcentricNX retains full ownership of all pre-existing tools, code libraries, frameworks, open-source plugins, workflow structures, and design templates embedded within the deliverables. The Client is granted a non-exclusive, perpetual, worldwide, royalty-free license to use such pre-existing IP solely as integrated into the final deliverable.

5.3 Portfolio & Promotion Rights

Unless restricted by a mutually signed Non-Disclosure Agreement (NDA), SolcentricNX reserves the right to display completed project designs, web application screenshots, agency case studies, and performance statistics on its website (https://solcentricnx.com), marketing materials, and social media channels for portfolio self-promotion.

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6. White-Label Agency Partnerships & Non-Solicitation

When operating as a white-label technical or agency partner:

  • •White-Label Execution: SolcentricNX acts as an invisible backend execution team. All work, communication, and deliverables will adhere to white-label branding guidelines provided by the partner agency.
  • •Non-Solicitation: SolcentricNX agrees not to directly contact, solicit, or contract with the partner agency's underlying end-clients disclosed during the partnership engagement.
  • •Duration: The non-solicitation obligation remains active during the term of the partnership and for a period of twelve (12) months following termination.
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7. Confidentiality & Non-Disclosure

Both parties agree to treat as strictly confidential all proprietary information, business logic, source code, client lists, customer data, pricing terms, and technical specifications disclosed during the relationship.

Confidential information shall not be disclosed to any third party without prior written consent, except to employees, sub-contractors, or legal advisors who need to know such information for project execution and are bound by equivalent confidentiality obligations. Confidentiality obligations survive contract termination for a period of three (3) years.

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8. Scope Revisions, Warranty & Maintenance

8.1 Scope Revisions

Any requests for features, design pages, integrations, or alterations beyond the approved SOW will be documented as a Change Order. Additional work will be billed at SolcentricNX's standard hourly rate or as a separate fixed milestone.

8.2 Post-Launch Warranty Period

SolcentricNX provides a thirty (30) day warranty starting from the date of final code deployment or staging sign-off. During this period, SolcentricNX will repair technical bugs or software flaws in our code at no extra charge.

8.3 Exclusions from Warranty

The warranty does not cover issues resulting from: (a) modifications made to the codebase or server by the Client or third parties; (b) updates or breaking changes in third-party APIs, plugins, or hosting servers; (c) cyberattacks, malware, or server downtime.

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9. Limitation of Liability & Disclaimer of Warranties

9.1 Disclaimer of Warranties

Except as explicitly set forth herein, SolcentricNX provides its website, code, and services on an 'AS-IS' and 'AS-AVAILABLE' basis. We make no express or implied warranties regarding search engine rankings, sales revenue growth, or uninterrupted third-party API availability.

9.2 Aggregate Liability Cap

To the maximum extent permitted by applicable law, SolcentricNX's total cumulative liability for any and all claims arising out of or related to these Terms, SOWs, or services shall be strictly limited to the total fees actually paid by the Client to SolcentricNX under the specific SOW giving rise to the claim in the three (3) months preceding the incident.

9.3 Exclusion of Consequential Loss

In no event shall SolcentricNX be liable for indirect, incidental, special, reliance, punitive, or consequential damages, including loss of profits, lost revenue, lost data, business interruption, or loss of goodwill, even if advised of the possibility of such damages.

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10. Indemnification

The Client agrees to defend, indemnify, and hold harmless SolcentricNX, its directors, officers, employees, and agents from and against any third-party claims, liabilities, costs, losses, or legal fees arising from:

  • —Client-provided text, assets, trademarks, or content that infringe third-party copyright, intellectual property, or privacy rights.
  • —Client's misuse of developed software or breach of local/international laws (including data privacy regulations).
  • —Client's breach of payment terms or third-party software licenses.
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11. Term, Suspension and Termination

11.1 Termination for Convenience

Either party may terminate an ongoing service agreement by providing thirty (30) days written notice to the other party.

11.2 Termination for Cause

Either party may terminate immediately upon written notice if the other party commits a material breach of these Terms (including non-payment) and fails to cure such breach within fourteen (14) calendar days of receiving written notification.

11.3 Effect of Termination

Upon termination, the Client shall immediately pay SolcentricNX for all completed milestones, work-in-progress, and reimbursable expenses incurred up to the effective termination date. Upon full payment, completed deliverables will be handed over.

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12. Governing Law and Dispute Resolution

12.1 Primary Governing Law

These Terms and any non-contractual obligations arising out of or in connection with them shall be governed by, construed, and enforced in accordance with the substantive laws of India, without giving effect to conflict-of-law principles.

12.2 Dispute Resolution & Arbitration

In the event of any dispute, controversy, or claim arising out of or relating to these Terms or any project SOW:

  1. Amicable Negotiation: The parties shall first attempt to resolve the dispute in good faith through executive negotiation within thirty (30) days of notice.
  2. Binding Arbitration: If unresolved, the dispute shall be referred to and finally resolved by binding arbitration in accordance with the Indian Arbitration and Conciliation Act, 1996 (as amended).
  3. Seat & Language: The seat and venue of arbitration shall be Mumbai, Maharashtra, India. The tribunal shall consist of a sole arbitrator appointed mutually. The language of arbitration shall be English.

12.3 International Client Enforcement

International clients agree that arbitration awards rendered in Mumbai, India shall be final, binding, and enforceable in foreign jurisdictions under the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York Convention, 1958).

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13. Miscellaneous Provisions

Severability: If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Force Majeure: Neither party shall be liable for failure or delay in performing obligations due to events beyond reasonable control, including acts of God, pandemics, cyberattacks, power failures, or government mandates.

Entire Agreement: These Terms, along with the applicable SOW, Privacy Policy, and any signed NDA, constitute the entire agreement between the parties, superseding all prior oral or written negotiations.

Amendments: SolcentricNX reserves the right to modify these Terms periodically. Updated Terms will be published on our website.

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14. Legal Notices & Contact Information

All legal notices, inquiries, or communications regarding these Terms and Conditions should be directed to:

SolcentricNX — Legal & Contract Management

Legal Contact
Contracts & Legal Compliance Department
Primary Email
[email protected]
WhatsApp / Phone
+91 98346 49083
Registered Office Location
Mumbai, Maharashtra, India
Official Website
https://solcentricnx.com