Acceptance of Terms

By engaging the services provided by Jewelxy Marketplace Pvt. Ltd. (“Company”), you agree to adhere to these Terms and Conditions, applicable to all users, visitors, and clients of Jewelxy.

1. Scope of Services

1.1 The Company agrees to provide software development services to the Client in accordance with these Terms and Conditions.

1.2 The specific services, objectives, deliverables, and timelines will be outlined in a separate project agreement as mutually agreed by both parties.

2. Intellectual Property

2.1 Software License: The Company grants the Client a non-exclusive, non-transferable license to use the software developed under this agreement. This license does not transfer any ownership rights in the software or underlying code.

2.2 Client Data and Content: All data and materials provided by the Client for the project remain the exclusive property of the Client.

2.3 Company Ownership of Code: The Company retains rights to any source code or intellectual property created unless otherwise agreed upon in writing. Any transfer of ownership shall be documented separately.

3. Confidentiality

3.1 Both parties agree to maintain confidentiality regarding proprietary or confidential information disclosed during the project.

3.2 Disclosure to third parties requires prior written consent, except as required by law. This confidentiality obligation survives for three months post-project termination.

4. Payment Terms

4.1 Advance Payment: An advance payment is required before proceeding with any development project. This advance ensures project commencement and will be detailed in the project agreement.

4.2 Milestone and Periodic Payments: For milestone-based projects, payments are due upon the completion of each milestone. For ongoing projects, payments follow a set schedule as agreed.

4.3 Payment Schedule: The specific schedule, including any advance payment, is outlined in the project agreement.

4.4 Late Payments: The Company reserves the right to charge a late fee or suspend services if payments are not received on time.

4.5 Termination for Non-Payment: If payment is delayed beyond seven days, the Company may terminate the agreement with immediate effect. Upon termination, the Client is liable for any outstanding fees and additional incurred costs.

4.6 Payment Processing Fees: The Client is responsible for any fees imposed by their payment processor or bank.

5. Project Delivery and Acceptance

5.1 Delivery: The Company will deliver project components per the agreed timeline and specifications.

5.2 Review Period: The Client has seven days to review deliverables. Acceptance is assumed if no response is provided within this period.

5.3 Issue Resolution: If deliverables are rejected, the Company will work to resolve issues. If the issues remain unsatisfactory, the Client may terminate the agreement and receive a refund for prepaid fees, with a maximum refund of up to 75% of the prepaid amount.

6. Termination

6.1 Either party may terminate the agreement for cause with written notice, including breaches of Terms, non-payment, or failure to meet obligations.

6.2 Upon termination, the Client is responsible for fees due up to the termination date, and both parties agree to attempt resolution before termination.

7. Warranties and Disclaimers

7.1 The Company makes no warranties or guarantees regarding specific outcomes, performance levels, or results unless expressly outlined in the project agreement. The Client acknowledges that results may vary depending on various factors, and any projections or expectations are not binding.

8. Force Majeure

8.1 Neither party shall be held liable for delays or failure to perform obligations under this agreement due to unforeseen circumstances beyond their reasonable control, such as natural disasters, pandemics, war, government action, or other "acts of God." If such an event continues for more than 30 days, either party may choose to terminate the agreement without penalty.

9. Change Orders

9.1 Any changes to the project scope, deliverables, or timelines requested by either party must be documented in a change order, which may result in additional costs or schedule adjustments. Both parties must agree in writing to the terms of the change order before any modifications are implemented.

10. Assignment

10.1 Neither party may assign or transfer its rights or obligations under this agreement without prior written consent from the other party, ensuring that all responsibilities remain with the original parties unless agreed upon otherwise.

11. Limitation of Liability

11.1 Neither party is liable for indirect, incidental, or consequential damages, including lost profits or data, arising out of this agreement.

11.2 The Company’s liability is capped at the total fees paid by the Client under the project agreement.

11.3 AI and Automation Disclaimer: The Company is not liable for damages due to reliance on AI tools. The Client assumes any risks associated with AI usage.

12. Governing Law and Dispute Resolution

This agreement is governed by the laws of India.

13. Amendments

Any amendments must be in writing and signed by authorized representatives of both parties.

14. Entire Agreement

These Terms, alongside the project agreement, constitute the complete agreement between the parties, superseding prior agreements, understandings, or representations.

15. Transparency and Communication

15.1 The Company will maintain transparent communication with the Client throughout the project and provide regular updates on progress.

15.2 The Company commits to addressing Client concerns promptly.

16. Contact Us

For questions or requests related to these Terms, please contact us at support@jewelxy.com.