Terms and Conditions

1. Introduction

Welcome to Krayde Software Services. These Terms and Conditions ("Terms") govern the relationship between Krayde Software Services ("Krayde," "we," "our," or "us") and any client, individual, or entity ("Client," "you," or "your") engaging our software development services. By accessing or using our services, you agree to comply with and be bound by these Terms. If you do not agree with any part of these Terms, you should refrain from using our services.

1.1 About Krayde Software Services

Krayde Software Services is a software development company specializing in custom software solutions, artificial intelligence, and SaaS products. Our services include but are not limited to:

Custom software development
AI-driven solutions
Web and mobile application development
SaaS product development and licensing
Third-party integrations and API solutions

1.2 Acceptance of Terms

By engaging with Krayde Software Services, either through a formal agreement, a written request, or by using any of our software solutions, you acknowledge that you have read, understood, and agreed to these Terms. These Terms apply to all projects, deliverables, and software developed by Krayde.

1.3 Modifications to the Terms

Krayde reserves the right to update or modify these Terms at any time without prior notice. Any changes will be posted on our website and will take effect immediately upon posting. Continued use of our services after modifications constitutes acceptance of the revised Terms.

1.4 Contact Information

If you have any questions about these Terms, please contact us at Email: support@krayde.com

2. Scope of Services

Krayde Software Services provides a wide range of software development and technology solutions to meet the unique requirements of our clients. Our services include, but are not limited to:

Custom Software Development: Tailored software solutions designed to meet specific business needs.
Artificial Intelligence (AI) Solutions: AI-driven applications, automation, and machine learning models.
Web and Mobile Application Development: Development of web-based platforms, mobile apps (Android/iOS), and cloud-based software.
SaaS Product Development: Software-as-a-Service (SaaS) platforms, including licensing and cloud-based solutions.
Enterprise Solutions: ERP, CRM, and other large-scale software solutions for business process automation.
Third-Party API Integration: Seamless integration of external APIs, payment gateways, and third-party services.
Maintenance and Support: Ongoing software maintenance, updates, and technical support.
Cloud Computing & DevOps: Cloud infrastructure setup, optimization, and continuous integration/deployment (CI/CD) pipelines.
Cybersecurity & Compliance: Security auditing, compliance-based software solutions, and data protection services.

2.1 Customization and Modifications

Krayde offers customized development services to meet specific client needs. While we strive to accommodate modifications and enhancements, any request beyond the agreed project scope may require additional fees and timelines, which will be discussed and mutually agreed upon before implementation. Any significant changes to the core functionality after project commencement may be classified as a separate project and require a new agreement.

2.2 Client Responsibilities

To ensure smooth project execution, the Client agrees to:

Provide all necessary documentation, requirements, and access credentials.
Respond to queries and provide timely feedback during development.
Ensure that third-party services required for integration are available and properly configured.
Adhere to the agreed-upon project timeline and payment schedule.
Test and review delivered milestones promptly to avoid delays.
Maintain compliance with all applicable regulations and legal requirements related to the use of the software.

2.3 Service Limitations

While we strive for excellence, Krayde Software Services does not guarantee that our software solutions will be completely error-free or meet all unforeseen requirements unless explicitly stated in the agreement. Any additional modifications or bug fixes outside the agreed scope may be subject to additional charges. Clients are responsible for ensuring that the software meets their intended business use before full deployment.

2.4 Third-Party Dependencies

Some projects may require third-party tools, hosting services, or APIs. Krayde is not responsible for any downtime, malfunctions, or service changes of such third-party providers. Clients must comply with the terms and conditions of these third-party services when using our software solutions. Any disruptions or pricing changes made by third-party vendors may impact project costs and functionality, for which Krayde will not be held liable.

3. Payment Terms

Krayde Software Services offers flexible payment structures tailored to suit different project needs. Our payment policies ensure transparency and accountability for both parties.

3.1 Payment Structures

Payments for our services may follow different structures depending on the agreement with the client. Standard models include:

50/50 Split: 50% upfront and 50% upon completion of the project.
Full Upfront Payment: The full amount is paid before project commencement.
Milestone-Based Payment: Payments are made in stages based on defined project milestones.

The payment structure for each project is determined before commencement and must be agreed upon in writing.

3.2 Invoicing and Payment Process

Invoices will be issued according to the agreed payment schedule.
Payments must be made within the stipulated due date mentioned in the invoice.
Accepted payment methods include bank transfers, online payment gateways, or any other method specified in the agreement.
Clients are responsible for any additional transaction fees incurred during payment processing.

3.3 Late Payments and Penalties

To maintain operational efficiency, timely payments are crucial. In cases of late payments:

A penalty fee of may be applied to overdue invoices.
Krayde reserves the right to pause development, withhold deliverables, or terminate the agreement if payments are not made within the agreed time frame.
Persistent non-payment may lead to legal action or debt recovery procedures.

3.4 No Refund Policy

Due to the nature of software development services, Krayde Software Services does not offer refunds once payment has been made. This policy applies to all payment structures and agreements. If the client decides to discontinue the project after making a payment, the amount paid will not be refunded, and Krayde retains the right to charge for work completed up to that point.

3.5 Additional Costs

Certain costs may not be included in the initial agreement and will be charged separately if required. These may include:

Third-party software licenses, hosting fees, or API subscription charges.
Additional feature requests or scope modifications beyond the agreed project requirements.
Emergency support or expedited delivery outside the agreed timeline.

Clients will be notified of any additional costs before implementation, and charges will be mutually agreed upon in writing.

3.6 Payment Disputes

If the client has concerns regarding an invoice or payment, they must notify Krayde within five (5) business days of receipt of the invoice. Both parties shall work in good faith to resolve any disputes amicably. Disputes do not exempt the client from making payments for undisputed portions of the invoice.

4. Intellectual Property & Licensing

Krayde Software Services values and protects intellectual property (IP) rights to ensure fair usage of the software solutions we develop. Our policy differentiates between custom projects developed exclusively for clients and proprietary software solutions licensed by Krayde.

For custom software development projects, clients retain full ownership of the intellectual property, including source code, documentation, and all associated assets, once full payment is received. However, for SaaS products, proprietary frameworks, or subscription-based platforms developed and maintained by Krayde, the intellectual property remains with Krayde, and clients are granted a license to use the software under agreed terms.

4.1 Ownership of Intellectual Property

For custom software projects, the intellectual property rights, including source code, frameworks, and documentation, are fully transferred to the client upon final payment. Clients have the unrestricted right to modify, duplicate, and use the software as they see fit.

For SaaS products, proprietary platforms, or subscription-based software solutions developed by Krayde, the intellectual property remains with Krayde. Clients are granted a non-exclusive, non-transferable license to use the software based on agreed terms. This includes access to features, hosting, and support as outlined in the licensing agreement. This includes:

Underlying software architecture and core functionalities.
Proprietary algorithms, AI models, and automation scripts.
UI/UX designs, wireframes, and user experience workflows.
Any custom-built tools, libraries, or modules developed during the project.

4.2 Client Licensing Rights

For proprietary SaaS and subscription-based products, Krayde grants clients a non-exclusive, non-transferable, revocable license to use the software under agreed-upon conditions. Clients may:

Use the software for commercial or internal business purposes as per the agreement.
Brand and market the software under their own name (where applicable).
Access updates and support as per the licensing terms.

Clients may not:

Resell, sublicense, or distribute the software to third parties without Krayde’s written consent.
Reverse-engineer, decompile, or attempt to extract the source code unless explicitly permitted.
Claim ownership over proprietary elements of Krayde's licensed software.

For custom projects, clients hold full IP rights and are free to modify, distribute, or resell the software at their discretion. Clients may:

Use the software for commercial or internal business purposes as per the agreement.
Brand and market the software as their own.
Modify specific elements within the scope of the agreement, provided the core software architecture remains unchanged.

However, clients are prohibited from:

Selling, sublicensing, or distributing the software to third parties without Krayde's consent.
Reverse-engineering, decompiling, or attempting to extract the source code unless explicitly permitted.
Claiming ownership over proprietary elements developed by Krayde.

4.3 SaaS and Subscription-Based Licensing

For SaaS and cloud-based solutions developed by Krayde, clients will receive a usage-based license. The licensing terms may include:

Subscription-based licensing: Clients pay for continued access to the software, subject to renewal terms.
Feature-based licensing: Access to different functionalities based on chosen subscription tiers.
Custom licensing models: Tailored agreements depending on business requirements.

4.4 Third-Party Components and Open-Source Usage

Some projects may require third-party libraries, frameworks, or open-source software. In such cases:

Krayde ensures compliance with applicable licenses for third-party components.
Clients must adhere to the licensing terms of any third-party software integrated into their solution.
If the project requires paid third-party tools, these costs will be outlined separately and borne by the client.

4.5 IP Violations and Unauthorized Use

If Krayde identifies unauthorized use, reproduction, or distribution of our intellectual property, we reserve the right to:

Terminate the client’s license with immediate effect.
Take legal action to enforce our IP rights and seek damages.
Withhold further support or updates for the affected software.

4.6 Transfer of Ownership (Optional)

In certain cases, Krayde may agree to transfer full ownership of the developed software to the client. This must be explicitly agreed upon in writing and may involve an additional cost. The transfer agreement will specify:

Complete handover of source code, documentation, and design assets.
Removal of Krayde’s proprietary branding and internal libraries.
Ongoing support and maintenance terms post-transfer.

By default, Krayde retains ownership of all developed software unless an explicit ownership transfer agreement is signed.

5. Project Timelines & Delivery

At Krayde Software Services, we follow a structured and transparent approach to project timelines and delivery. Our goal is to ensure that clients receive high-quality, functional software within the agreed timeframe while maintaining flexibility for adjustments as needed.

5.1 Project Planning & Timeline Estimation

Each project begins with a detailed planning phase, during which Krayde collaborates with the client to define project goals, technical requirements, milestones, and expected delivery dates.
The estimated timeline for completion is determined based on the scope and complexity of the project, along with factors such as client feedback, third-party dependencies, and required integrations.
Clients will receive a project schedule outlining major milestones, deliverables, and review checkpoints.

5.2 Development Phases & Milestones

Projects at Krayde typically follow a structured development lifecycle, which may include:

Requirement Analysis & Documentation: Understanding client needs and drafting a functional specification document.
UI/UX Design & Prototyping: Creating wireframes, mockups, and design prototypes for client approval.
Development & Coding: Building the software based on approved requirements and designs.
Testing & Quality Assurance: Conducting unit tests, integration tests, and user acceptance testing (UAT) to ensure functionality and performance.
Deployment & Implementation: Setting up the final software in a live or production environment.
Post-Launch Support & Maintenance: Providing ongoing technical support, bug fixes, and updates as required.

5.3 Client Responsibilities for Timely Delivery

Clients must provide timely approvals, feedback, and necessary documentation to avoid delays in development.
Any changes to the project scope after commencement may impact the timeline and require a revision of delivery estimates.
If third-party services (e.g., APIs, hosting providers) are required, clients must ensure that these services are set up and accessible for integration.

5.4 Delays & Extensions

While Krayde aims to adhere to the agreed timelines, certain factors may lead to unavoidable delays, including but not limited to:

Late client feedback, missing documentation, or lack of approvals.
Changes in project scope requiring additional development time.
Unexpected technical challenges or dependencies on third-party services.
Force majeure events such as natural disasters, power outages, or unforeseen global disruptions.

If delays occur, Krayde will notify the client at the earliest possible time, along with a revised timeline and potential solutions to mitigate the delay.

5.5 Delivery Process

Upon project completion, the final software product will be delivered to the client in the agreed format (e.g., deployment to a live server, handover of source code, setup on cloud infrastructure).
Clients will receive documentation, user guides, and relevant credentials required for ongoing usage and management of the software.
A final review period will be allocated for the client to validate that all agreed functionalities are working as expected.

5.6 Post-Delivery Support

After project delivery, Krayde provides a warranty period (as specified in the contract) during which any critical bugs or defects reported will be fixed at no additional cost.
Extended support and maintenance packages are available for clients who require ongoing enhancements, updates, or performance monitoring.

By ensuring clear communication, structured development workflows, and proactive problem-solving, Krayde Software Services aims to deliver high-quality software solutions that meet client expectations and business needs.

6. Modifications & Additional Work

At Krayde Software Services, we understand that business needs may evolve over time, requiring modifications and additional work beyond the initially agreed project scope. We offer structured procedures to handle such changes effectively while ensuring transparency in costs and timelines.

6.1 Scope Modifications

Any modifications to the originally agreed scope of work must be formally documented and approved by both parties before implementation.
Changes may include feature additions, design adjustments, performance optimizations, or additional integrations.
All modifications must be requested in writing, specifying the desired changes and their expected impact on project functionality.

6.2 Change Request Process

To ensure smooth handling of modifications, the following change request process will be followed:

Client submits a change request outlining the new requirements.
Krayde evaluates the request, assessing its feasibility, technical impact, timeline adjustments, and additional costs.
A revised proposal is presented to the client, including updated project timelines and pricing for approval.
Upon approval, work on the requested modifications will commence based on the updated agreement.

6.3 Additional Work & Pricing Adjustments

Any additional work requested beyond the agreed-upon scope will be subject to a separate fee.
The pricing for additional work will be determined based on the complexity of the requested modifications, required development time, and any third-party service dependencies.
Krayde reserves the right to decline additional work requests that conflict with the project’s technical feasibility or existing contractual agreements.

6.4 Urgent Modifications & Expedited Requests

Clients requiring urgent modifications or expedited delivery must notify Krayde as soon as possible.
Expedited requests may be subject to additional charges depending on the level of priority and resources required for immediate execution.
Priority-based scheduling will be considered based on availability and impact on other ongoing projects.

6.5 Limitations on Modifications

While we strive to accommodate all modification requests, the following limitations apply:

Changes that drastically alter the project's core architecture may require a separate contract.
Modifications that depend on third-party services or APIs may be subject to external factors beyond Krayde’s control.
Requests that contradict previously agreed system designs or technical constraints may not be feasible.

6.6 Client Responsibilities for Modifications

To ensure smooth execution of modification requests, the client must:

Clearly outline the required changes, providing sufficient documentation where applicable.
Review and approve change proposals within a reasonable timeframe to prevent project delays.
Be prepared for potential timeline extensions and additional costs resulting from modifications.

By following a structured approach to modifications and additional work, Krayde Software Services ensures that clients receive solutions that evolve with their business needs while maintaining project quality and efficiency.

7. Warranties & Support

Krayde Software Services is committed to delivering high-quality software solutions with reliability and ongoing support. This section outlines the warranties provided by Krayde and the support services available to clients after project delivery.

7.1 Software Warranty

Krayde warrants that the software delivered will conform to the agreed-upon specifications and requirements at the time of project completion.
The software will be free from critical defects that significantly impact functionality for a warranty period of 60 days from the date of delivery.
Any defects or bugs reported within the warranty period will be addressed and fixed at no additional cost, provided that they do not arise from unauthorized modifications, misuse, or external system failures.
The warranty does not cover enhancements, additional feature requests, or integration with new third-party services post-delivery.

7.2 Support & Maintenance Services

To ensure continued software performance and stability, Krayde offers the following support and maintenance services:

Standard Support: Assistance with bug fixes, troubleshooting, and minor configuration issues during the warranty period.
Extended Maintenance Plans: Clients may opt for ongoing maintenance agreements that include:
- Regular updates and security patches.
- Performance optimizations.
- Feature enhancements based on business needs.
- Compatibility updates for third-party integrations.
Priority Support: Expedited issue resolution and dedicated support channels for critical business applications.

7.3 Exclusions from Warranty & Support

While Krayde is committed to providing comprehensive support, the following are excluded from warranty and standard support coverage:

Issues caused by modifications made by the client or third parties without Krayde’s approval.
Problems arising due to changes in external APIs, third-party software, or hosting environments.
Data loss, security breaches, or server failures outside Krayde’s control.
Training and onboarding of client personnel unless explicitly agreed upon in the contract.

7.4 Response & Resolution Times

Krayde aims to address support requests within a reasonable timeframe. Standard response and resolution times depend on the severity of the issue:

Critical Issues (System Down, Major Functionality Broken): Response within 1-2 hours, resolution within 24-48 hours.
High Priority (Significant Impact but Workable): Response within 2-4 hours, resolution within 24-48 hours.
Medium Priority (Minor Issues, Cosmetic Bugs, or UI Adjustments): Response within 8-12 hours, resolution within 3-5 business days.
Low Priority (General Inquiries, Small Enhancements, or Optimizations): Response within 3-5 business days, resolution based on scheduling availability.

7.5 Service Level Agreements (SLAs)

For enterprise clients requiring guaranteed uptime and high availability, Krayde offers Service Level Agreements (SLAs) that define:

Guaranteed response and resolution times.
Dedicated support engineers.
24/7 monitoring and proactive issue resolution.
Regular system health checks and performance audits.

SLAs are customized based on the client’s specific needs and business impact of the software.

8. Third-Party Services & Integrations

Krayde Software Services provides software solutions that may involve third-party services, tools, and integrations. This section defines the scope of our responsibility concerning third-party components and sets expectations regarding their use in client projects.

8.1 Use of Third-Party Services

Krayde may integrate third-party APIs, payment gateways, cloud hosting services, AI models, or external libraries as required by the project.
Any third-party services used will be disclosed to the client before integration.
Clients must comply with the terms and conditions of these third-party services, including any associated licensing fees, subscription costs, or usage limitations.

8.2 Responsibility & Liability

Krayde is responsible for ensuring that third-party integrations function as intended at the time of project delivery.
However, Krayde is not liable for:
- Service outages, price changes, or discontinuation of third-party services.
- Security vulnerabilities or compliance failures in third-party software.
- Unexpected changes in third-party APIs that impact the performance of the software.
If a third-party service becomes unavailable or no longer meets project requirements, Krayde will work with the client to find an alternative solution, which may require additional costs and development time.

8.3 Updates & Maintenance

Third-party services may update their APIs, terms, or functionalities over time, which could impact software performance.
Krayde is not responsible for automatically updating third-party integrations post-delivery unless covered under a maintenance agreement.
Clients opting for extended maintenance plans will receive updates to third-party integrations as part of ongoing support.

8.4 Third-Party Data Privacy & Security

When integrating third-party services that handle user data (e.g., payment gateways, cloud storage, analytics tools), Krayde ensures compliance with industry standards at the time of integration.
Clients must review and ensure compliance with third-party data privacy policies, especially when handling sensitive or personal data.
Krayde does not assume liability for data breaches, compliance violations, or security failures caused by third-party services.

8.5 Client-Provided Third-Party Services

If the client chooses to provide their own third-party services (e.g., hosting provider, analytics platform, external authentication system), they are responsible for maintaining access and ensuring service availability.
Krayde will not be liable for issues arising from client-provided third-party services, including:
- Service downtime or unavailability.
- Configuration errors or mismanagement by the client.
- API rate limits or usage restrictions imposed by the third-party provider.

9. Confidentiality & Data Protection

Krayde Software Services recognizes the importance of confidentiality and data security in all client engagements. We are committed to ensuring that client data, intellectual property, and sensitive business information remain protected at all times.

9.1 Confidentiality Agreement

Krayde agrees not to disclose, share, or use any confidential information provided by the client for any purpose other than fulfilling the agreed-upon services.
Confidential information includes but is not limited to:
- Business plans, financial data, trade secrets, and strategies.
- Source code, proprietary algorithms, and software architecture.
- Client databases, customer information, and internal documentation.
Employees, contractors, and third-party service providers engaged by Krayde are bound by strict confidentiality agreements to protect client information.

9.2 Data Protection & Security Measures

Krayde implements robust security measures to protect client data from unauthorized access, loss, or misuse:

Encryption: Sensitive data is encrypted both in transit and at rest to prevent unauthorized access.
Access Control: Role-based access ensures only authorized personnel can access specific data.
Regular Audits: Security audits and vulnerability assessments are conducted to identify and mitigate risks.
Data Backup: Regular backups are maintained to ensure data recovery in case of unexpected failures.
Compliance: Krayde follows industry-standard regulations such as GDPR, HIPAA, and other relevant data protection laws.

9.3 Handling of Client Data

Krayde will only collect, process, and store client data necessary for the execution of the project.
Client data will not be shared with third parties unless required for project completion and with prior client consent.
Upon project completion, clients may request the deletion of their data from Krayde’s systems, subject to legal and regulatory obligations.

9.4 Third-Party Data Sharing

If the project involves third-party services (e.g., cloud storage, analytics tools), Krayde ensures compliance with the respective third-party data protection policies.
Clients acknowledge that Krayde is not liable for data breaches or losses occurring due to vulnerabilities in third-party systems.

9.5 Breach Notification

In the unlikely event of a data breach affecting client information, Krayde will promptly notify the client and provide details regarding the nature of the breach and remediation measures taken.
Clients will be informed of any necessary actions they need to take in response to a security incident.

9.6 Client Responsibilities

While Krayde implements strong security practices, clients must also take necessary precautions, including:

Keeping login credentials secure and restricting access to authorized personnel.
Ensuring compliance with relevant data protection regulations applicable to their business.
Informing Krayde of any specific data security requirements before project commencement.

10. Limitation of Liability

Krayde Software Services strives to deliver high-quality software solutions and professional services. However, certain risks and unforeseen circumstances may arise. This section outlines the limitations of our liability in connection with the services we provide.

10.1 General Liability Limitation

Krayde shall not be held liable for any indirect, incidental, special, or consequential damages arising from the use of its software or services, including but not limited to:
- Loss of business, revenue, or profits.
- Data loss or corruption.
- Service interruptions, downtime, or system failures.
- Third-party service malfunctions or security breaches.
Our total liability, whether in contract, warranty, tort (including negligence), or otherwise, shall not exceed the amount paid by the client for the specific service or software that led to the claim.

10.2 Software Performance & Third-Party Dependencies

While Krayde ensures software is built to meet client specifications, we do not guarantee that software will be entirely error-free, meet all unforeseen client requirements, or function without interruption in all environments.
Any reliance on third-party software, APIs, hosting services, or external integrations is at the client’s discretion. Krayde is not responsible for:
- Downtime or failures caused by third-party services.
- Licensing fees, pricing changes, or service terminations by third-party providers.
- Compliance, security vulnerabilities, or compatibility issues arising from third-party tools.

10.3 Client Responsibilities & Risk Acknowledgment

Clients acknowledge that software development is a complex process and that occasional bugs, updates, and maintenance may be required post-launch.
Clients are responsible for properly testing delivered software before deployment and must inform Krayde of any critical issues during the agreed warranty or support period.
Krayde shall not be liable for failures or security breaches resulting from misuse, unauthorized modifications, or improper hosting configurations made by the client.

10.4 Force Majeure & Unforeseen Circumstances

Krayde shall not be held liable for any delays, failures, or damages due to circumstances beyond our reasonable control, including but not limited to:
- Natural disasters, pandemics, or extreme weather events.
- Cyberattacks, hacking attempts, or data breaches caused by third parties.
- Government actions, regulatory changes, or trade restrictions affecting software development.
- Internet outages, power failures, or disruptions in cloud hosting providers.

10.5 Exclusions & Disclaimers

No Warranties Beyond Agreement: Unless explicitly stated in a signed contract, Krayde does not provide warranties of merchantability, fitness for a particular purpose, or non-infringement.
No Guarantee of Business Outcomes: Krayde is responsible for delivering functional software but does not guarantee specific business results, revenue growth, or market performance related to the use of our solutions.
Beta Features & Experimental Technology: If a client opts for experimental features, AI-driven technologies, or beta functionalities, they acknowledge that these may be subject to instability, unexpected behavior, or future discontinuation.

11. Termination & Breach

Krayde Software Services recognizes that project engagements may need to be terminated under certain circumstances. This section outlines the terms governing termination, breach of contract, and the associated consequences.

11.1 Termination by the Client

The client may terminate the agreement at any time by providing written notice to Krayde.
If termination occurs after project commencement, the client remains responsible for all payments due for completed work up to the termination date.
Any advance payments made are non-refundable, except where explicitly agreed upon in the contract.
The client must return or cease use of any proprietary software, documentation, or intellectual property belonging to Krayde.

11.2 Termination by Krayde

Krayde reserves the right to terminate the agreement under the following circumstances:
- The client fails to make payments as per the agreed schedule.
- The client breaches confidentiality or intellectual property provisions.
- The client engages in fraudulent or unethical activities.
- Unforeseen circumstances, including force majeure events, prevent project continuation.
Upon termination, Krayde will provide a final invoice for outstanding payments and revoke any provided software licenses if applicable.

11.3 Breach of Agreement & Remedies

If either party violates the terms of this agreement, the non-breaching party must notify the breaching party in writing and allow 10 business days to rectify the issue.
If the breach is not remedied within the given timeframe, the non-breaching party may pursue termination or legal action.
Krayde is entitled to recover reasonable costs, including legal fees, in cases of contract violations that require enforcement actions.

11.4 Consequences of Termination

Any software, documentation, or services provided by Krayde prior to termination shall remain the property of Krayde unless full payment for the project has been made.
The client may be required to cease usage of unfinished or licensed software upon termination, depending on the terms outlined in the agreement.
Post-termination support or transition assistance is available at Krayde’s discretion and may incur additional charges

12. Governing Law & Dispute Resolution

Krayde Software Services operates under the legal jurisdiction of Kerala, India. This section outlines the governing laws applicable to all agreements and the process for resolving disputes between Krayde and its clients.

12.1 Governing Law

These Terms and all agreements entered into with Krayde shall be governed by and construed in accordance with the laws of Kerala, India.
Any legal matters or contractual disputes shall be interpreted under applicable Indian contract laws, intellectual property laws, and data protection regulations.
If any provision of these Terms is found to be unenforceable under Indian law, the remaining provisions shall remain valid and enforceable.

12.2 Dispute Resolution Mechanism

Krayde is committed to resolving disputes in a fair and efficient manner. The following procedures apply:

Negotiation & Mediation:
- In the event of a dispute, both parties agree to make reasonable efforts to resolve the matter through informal negotiations.
- If a resolution cannot be reached, the dispute may be referred to mediation, where a neutral third party assists in reaching a mutual agreement.
Arbitration:
- If mediation fails, disputes shall be resolved through binding arbitration as per the Arbitration and Conciliation Act, 1996 of India.
- The arbitration proceedings shall be conducted in Kerala, India, and the arbitration panel shall consist of one or more arbitrators mutually agreed upon by both parties.
- The decision of the arbitrator(s) shall be final and binding.

12.3 Jurisdiction for Legal Proceedings

If a dispute is not resolved through arbitration, either party may initiate legal proceedings in the courts of Kerala, India.
Clients agree that they will not file lawsuits outside the designated jurisdiction without prior written consent from Krayde.

12.4 Costs & Attorney Fees

Each party shall bear its own costs associated with negotiations and mediation.
If arbitration or litigation is required, the losing party shall bear reasonable attorney fees and arbitration costs incurred by the prevailing party.

13. Miscellaneous

This section outlines additional terms and conditions that apply to all engagements with Krayde Software Services. These provisions ensure clarity in areas not explicitly covered elsewhere in this agreement.

13.1 Force Majeure

Krayde shall not be held liable for any delay or failure in performance due to causes beyond its reasonable control, including but not limited to:
- Acts of God, natural disasters, floods, earthquakes, or pandemics.
- Acts of war, terrorism, or civil disturbances.
- Government regulations, trade restrictions, or embargoes.
- Internet failures, power outages, or failures of third-party service providers.
If a force majeure event prevents Krayde from fulfilling its obligations, both parties will discuss and agree on alternative arrangements.

13.2 Independent Contractors

Krayde and the client agree that their relationship is that of independent contractors. Nothing in this agreement creates an employer-employee, joint venture, or partnership relationship.
Neither party has the authority to bind or represent the other party without express written consent.

13.3 No Waiver

Failure by either party to enforce any provision of this agreement shall not be considered a waiver of that provision or the right to enforce it at a later time.

13.4 Assignment & Subcontracting

Clients may not transfer, assign, or delegate their rights or obligations under this agreement without Krayde’s prior written consent.
Krayde reserves the right to subcontract portions of the work to trusted third-party service providers or contractors while maintaining responsibility for the final deliverables.

13.5 Severability

If any provision of this agreement is found to be invalid or unenforceable under applicable law, the remaining provisions shall continue to be valid and enforceable.

13.6 Survival of Terms

The terms related to intellectual property, confidentiality, limitations of liability, dispute resolution, and payment obligations shall survive the termination of this agreement.

13.7 Entire Agreement

These Terms and any accompanying project agreements constitute the entire understanding between Krayde and the client and supersede any prior communications, representations, or agreements, whether written or oral.
Any amendments or modifications must be agreed upon in writing and signed by both parties.