1. Acceptance of Terms
These Terms of Service ("Terms") constitute a legally binding agreement between you (the "Client") and CompleteDigi Technology Solutions ("CompleteDigi", "we", "us", or "our"), a company registered in India. By accessing our website, requesting a quote, signing a Statement of Work, or engaging our services, you agree to be bound by these Terms.
If you are accepting on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms. If you do not have such authority, you may not accept these Terms.
These Terms apply to all services delivered by CompleteDigi unless a separate Master Services Agreement (MSA) or Statement of Work (SOW) has been executed, in which case those documents govern where they conflict.
2. Our Services
CompleteDigi provides software development, product strategy, cloud architecture, AI/ML engineering, mobile and web application development, data engineering, security auditing, and related digital consulting services.
Each engagement is governed by a Statement of Work (SOW) that defines the scope, deliverables, timeline, and commercial terms. CompleteDigi reserves the right to use subcontractors and third-party tools in delivering services, subject to confidentiality obligations.
3. Client Obligations
The Client agrees to:
- Provide timely access to required systems, data, documentation, and personnel
- Review and approve deliverables within agreed timelines (delays may affect project schedule and cost)
- Ensure that any materials provided to CompleteDigi do not infringe third-party intellectual property rights
- Maintain a designated point of contact with appropriate authority to make decisions
- Not engage CompleteDigi's employees or contractors directly for 12 months following project completion
- Use deliverables only for lawful purposes consistent with applicable law
4. Intellectual Property
4.1 Client-Owned Deliverables
Upon full payment of all invoices, CompleteDigi assigns to the Client all intellectual property rights in custom-developed software and work product created specifically for the Client under the SOW ("Deliverables"), excluding Pre-existing IP and Third-Party IP defined below.
4.2 Pre-existing IP
CompleteDigi retains all rights to its pre-existing tools, frameworks, libraries, templates, methodologies, and know-how ("Pre-existing IP"). Where Pre-existing IP is incorporated into Deliverables, CompleteDigi grants the Client a perpetual, non-exclusive, royalty-free licence to use such Pre-existing IP as part of the Deliverables.
4.3 Third-Party IP
Open-source components and third-party software integrated into Deliverables remain subject to their respective licences. CompleteDigi will disclose material third-party dependencies in the SOW.
4.4 Portfolio Rights
Unless prohibited in writing, CompleteDigi may reference the Client's name and a general description of the engagement in its portfolio, case studies, and marketing materials.
5. Payment Terms
- Invoices are payable within 30 days of the invoice date unless otherwise specified in the SOW
- Overdue amounts attract interest at 18% per annum (1.5% per month)
- CompleteDigi may suspend services on accounts overdue by more than 15 days after written notice
- All fees are exclusive of applicable taxes (GST, TDS, or equivalent). The Client is responsible for withholding tax deductions and providing TDS certificates within the statutory period
- Change requests outside the agreed SOW scope will be quoted separately and require written approval before execution
6. Confidentiality
Each party agrees to keep the other's Confidential Information (technical data, business plans, client lists, financial information, and any information designated confidential) strictly confidential and to use it only for the purposes of the engagement. Confidentiality obligations survive termination for 3 years, or indefinitely for trade secrets.
Confidentiality does not apply to information that: (a) is or becomes publicly known without breach; (b) was known prior to disclosure; (c) is independently developed; or (d) must be disclosed by law or court order (with prompt prior notice where permitted).
7. Warranties and Disclaimers
CompleteDigi warrants that:
- Services will be performed in a professional and workmanlike manner consistent with industry standards
- Deliverables will materially conform to the specifications in the SOW for 90 days following acceptance
- To its knowledge, Deliverables will not infringe any third-party intellectual property rights
Disclaimer: Except as expressly stated above, services and deliverables are provided "as is" without any other warranty, express or implied, including merchantability or fitness for a particular purpose. CompleteDigi does not warrant that deliverables will be error-free or that their operation will be uninterrupted.
8. Limitation of Liability
To the maximum extent permitted by applicable law:
- CompleteDigi's total aggregate liability for any claims arising from or related to these Terms or any SOW will not exceed the total fees paid by the Client in the 12 months preceding the claim
- Neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, goodwill, or business interruption, even if advised of the possibility
These limitations do not apply to liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded by law.
9. Indemnification
The Client will indemnify, defend, and hold harmless CompleteDigi from any claims, damages, and costs arising from: (a) the Client's breach of these Terms; (b) the Client's use of Deliverables in violation of law; or (c) materials provided by the Client that infringe third-party rights.
CompleteDigi will indemnify the Client against third-party IP infringement claims arising directly from CompleteDigi's Pre-existing IP, provided CompleteDigi is notified promptly and given control of the defence.
10. Termination
Either party may terminate a SOW for material breach if the breach is not cured within 30 days of written notice. CompleteDigi may terminate immediately for non-payment, insolvency, or serious misconduct.
On termination: (a) the Client pays for all work completed to date; (b) CompleteDigi delivers all completed work product; (c) each party returns or destroys the other's Confidential Information. Sections 4, 5, 6, 7, 8, 9, 11, and 12 survive termination.
11. Governing Law
These Terms are governed by the laws of India. The courts of Bangalore, Karnataka shall have exclusive jurisdiction over any disputes, subject to the arbitration clause below.
12. Dispute Resolution
Any dispute arising out of or relating to these Terms shall be first attempted to be resolved through good-faith negotiation within 30 days of written notice. If unresolved, disputes shall be referred to binding arbitration under the Arbitration and Conciliation Act, 1996 (India), with a sole arbitrator mutually appointed, seated in Bangalore. The language of arbitration shall be English.
13. General Provisions
- Entire Agreement: These Terms and any applicable SOW constitute the entire agreement between the parties and supersede all prior discussions
- Amendments: Material changes to these Terms will be notified 30 days in advance. Continued engagement constitutes acceptance
- Waiver: Failure to enforce any provision is not a waiver of future enforcement rights
- Severability: If any provision is unenforceable, the remaining provisions continue in full force
- Force Majeure: Neither party is liable for failure to perform due to events beyond reasonable control (natural disasters, government actions, pandemics)
- Assignment: The Client may not assign rights or obligations without CompleteDigi's written consent
14. Contact
Questions about these Terms should be directed to:
- Email: legal@completedigi.com
- Address: CompleteDigi Technology Solutions, Brigade Tech Park, Whitefield, Bangalore 560066, India