Terms of Service

1. Scope of Services

Digitalrabbit Technologies Private Limited provides professional IT managed solutions, software engineering, digital publishing, catalog data enrichment, performance marketing, and marketplace channel operations. All individual engagements are customized and formalised under separate, written Statements of Work (SOWs) specifying scope, milestones, pricing structures, and SLA parameters.

2. Project Statements of Work (SOW)

Before commencing any service, both parties will execute a written Statement of Work. Each SOW constitutes a binding contract that details:

• Specific deliverables, code files, catalog items, or marketing schedules.
• Resource allocations (e.g. dedicated development teams, co-managed retainers, or flat-fee sprints).
• Billing frequencies, due dates, milestones, and approved expense parameters.

3. Intellectual Property (IP) Ownership

Unless explicitly agreed otherwise in a signed SOW:

• Client IP Ownership: Upon full and final payment of all outstanding invoices, the client receives sole and complete ownership of all custom software source code, database structures, marketing creatives, and files written exclusively for the client under the SOW.
• Background IP: Background code, internal library utilities, reusable templates, and proprietary scripts designed by Digitalrabbit Technologies Private Limited prior to or independent of the client's SOW remain the exclusive intellectual property of the firm, for which the client is granted a perpetual, royalty-free, non-exclusive license to use within their custom systems.

4.Non-Disclosure & Confidentiality

We treat all client data, commercial logs, code repositories, strategy documents, and inventory feeds as strictly confidential. NDA conditions are agreed upon prior to project kickoff. We operate under secure access protocols, implementing Role-Based Access Controls (RBAC) to ensure client data is protected from unauthorized access.

5.Payment Terms & Late Invoices

Invoices are issued according to the schedule set out in the SOW (monthly retainers, fixed price milestones, etc.). Standard payment terms are net-15 days from the invoice date. Late payments may result in a temporary suspension of development, support operations, or system deployment activities, after giving due written notice.

6. Limitation of Liability

To the maximum extent permitted by applicable law, neither party shall be liable for indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues. Our total liability for any claim arising under an executed SOW shall not exceed the total fees paid by the client under that specific SOW in the three (3) months preceding the claim.

7.Governing Law & Jurisdiction

These Terms of Service and any SOW executed under them shall be governed by and construed in accordance with the laws of India. Any disputes, claims, or legal proceedings arising under these terms shall be subject to the exclusive jurisdiction of the competent courts of New Delhi, Delhi, India.