Terms of Service

1. Scope and Service Definitions

These Terms of Service govern all commercial proposals, project statements of work (SOW), and technical deliverables provided by Immobilier Technologies Pvt. Ltd. ("Company", "we", "us") to developer, brokerage, and enterprise clients ("Client").

• Project-Based Engagements: Fixed-scope software or web engineering deliverables with predetermined milestones, deliverables, timelines, and commercial consideration (e.g. microsites, bespoke CRM workflows).
• Retainer Engagements: Recurring monthly agreements providing managed performance marketing, continuous feature releases, conversion rate optimization, and ongoing technical support.
• Dedicated Team Engagements: Dedicated engineers, designers, or marketing strategists embedded into the Client's internal delivery processes on a monthly capacity billing model.

2. Engagement Models & Payment Terms

Unless otherwise stipulated in an executed SOW:

• Invoices for fixed-scope projects are billed according to project milestones (e.g. 50% mobilization advance, 30% user acceptance testing, 20% go-live).
• Monthly retainer fees and dedicated engineering billings are payable in advance on or before the 1st day of each billing cycle with net-15 payment terms.
• Ad budgets (Google Ads and Meta Ads) are funded directly by the Client to the respective ad networks or deposited in designated ad spend accounts prior to campaign activation.
• All statutory taxes, including applicable Goods and Services Tax (GST), will be levied in accordance with prevailing Indian laws.

3. Intellectual Property (IP) Ownership

100% Client Ownership on Final Payment: Upon receipt of complete and final settlement of all milestone or project invoices, all custom software source code, bespoke frontend templates, graphic assets, database schemas, and copywriting specifically developed for the Client transfer unconditionally to the Client.

The Company retains ownership of its pre-existing core developer libraries, reusable utility modules, architectural frameworks, and generic proprietary algorithms ("Background IP"), granting the Client a perpetual, royalty-free, non-exclusive license to operate such Background IP solely within the delivered solution.

4. Confidentiality & Non-Solicitation

Each party agrees to maintain strict confidentiality regarding proprietary business information, customer datasets, unreleased pricing sheets, architectural schemas, and trade secrets disclosed during the engagement. Confidentiality obligations survive termination for a period of 3 years.

During the term of any active SOW and for a period of twelve (12) months thereafter, neither party shall directly or indirectly solicit, recruit, or hire any technical personnel, consultant, or executive of the other party without prior written mutual consent.

5. Limitation of Liability

To the maximum extent permitted by applicable law, the total aggregate liability of Immobilier Technologies Pvt. Ltd., its directors, officers, and contractors arising out of or related to any engagement, whether in contract, tort, warranty, or otherwise, shall be strictly capped at the total professional service fees actually received by the Company from the Client under the specific SOW in the three (3) months immediately preceding the event giving rise to liability.

Neither party shall be liable for any indirect, consequential, punitive, special, or exemplary damages, including lost profits, anticipated savings, or data loss.

6. Indemnification

The Client warrants that all marketing collateral, architectural blueprints, floor plans, RERA approvals, and buyer materials provided to the Company comply with state RERA requirements and do not infringe third-party intellectual property or publicity rights. The Client agrees to indemnify and hold harmless the Company against third-party claims arising from unauthorized customer representations, inaccurate pricing claims, or regulatory non-compliance attributable to Client materials.

7. Term and Termination

Engagements may be terminated pursuant to the specific notice periods established in the applicable agreement:

• Monthly Marketing Retainers: Either party may terminate with 30 days' advance written notice.
• Dedicated Team Engagements: Requires 45 days' advance written notice to allow for orderly resource decommissioning.
• Termination for Cause: Either party may immediately terminate if the other party commits a material breach that remains uncured for 15 days following written notice.

8. Governing Law & Dispute Resolution

These Terms of Service and any dispute or claim arising out of or in connection with them shall be governed by and construed exclusively in accordance with the laws of India.

The parties agree that any dispute, controversy, or claim shall first be submitted to good-faith mediation for thirty (30) days. In the event mediation fails, the dispute shall be referred to and finally resolved by binding arbitration conducted under the Rules of Arbitration of the International Chamber of Commerce (ICC) or Indian Arbitration and Conciliation Act, 1996, by a sole arbitrator mutually agreed upon. The seat and venue of arbitration shall be New Delhi, India, and the proceedings shall be conducted in the English language. Subject to arbitration, the courts situated in New Delhi shall possess exclusive jurisdiction.