These Terms & Conditions govern your use of this website and, where no separate signed agreement exists, the provision of services by Bits N Pixels ("we", "us", "our"), a company registered in India with its office at SCF 08, 2nd Floor, The Eminence Plaza, VIP Road, Zirakpur, Punjab 140603, India.

Where we have entered into a separate written agreement, statement of work or master services agreement with you, that document prevails over these terms to the extent of any conflict.

1. Acceptance

By accessing this website or engaging our services you accept these terms. If you do not accept them, please do not use the site or engage us. Where you accept on behalf of an organisation, you confirm you are authorised to bind it.

2. Definitions

  • Services — software development, consulting, design, testing, maintenance and related work we agree to provide.
  • Deliverables — the software, documentation, designs and other materials produced for you under an engagement.
  • Statement of Work or SOW — a document describing scope, timelines, fees and assumptions for a specific engagement.
  • Client Materials — data, content, credentials, systems and other materials you provide.

3. Website use

You may use this website for lawful purposes only. You must not:

  • attempt to gain unauthorised access to any part of the site, its servers or connected systems;
  • introduce malicious code, or take any action imposing an unreasonable load on our infrastructure;
  • use automated means to scrape or harvest content except as permitted by our robots directives;
  • reproduce, republish or exploit our content commercially without written permission;
  • misrepresent your identity or affiliation.

4. Engagement and scope

Services are provided under a Statement of Work setting out scope, deliverables, assumptions, milestones and fees. An engagement begins when you accept a SOW in writing and any advance payment specified has been received.

Estimates given before a discovery phase are indicative and not binding quotations. We will tell you clearly which parts of an estimate we consider well understood and which carry uncertainty.

4.1 Changes to scope

Requests that fall outside the agreed scope are handled through a change request stating the additional work, its cost and its effect on the schedule. We will not carry out chargeable additional work without your written approval, and we will not absorb scope changes silently.

5. Your responsibilities

Timely delivery depends on your cooperation. You agree to:

  • provide accurate requirements, and a nominated person empowered to make decisions;
  • supply Client Materials, access and credentials needed for the work;
  • review and respond to deliverables submitted for feedback or approval within agreed timeframes;
  • ensure you hold the rights necessary for any Client Materials you provide to us;
  • maintain your own backups of data in systems you control.

Where delay is caused by your side, agreed dates shift accordingly and we will notify you. Extended delay may require re-planning, and where resources have been reserved and cannot be redeployed, standby charges may apply as set out in the SOW.

6. Fees, payment and taxes

  • Fees, currency and the payment schedule are stated in the SOW.
  • Unless stated otherwise, invoices are payable within 15 days of the invoice date.
  • Clients in India are charged Goods and Services Tax at the applicable rate. Services provided to clients outside India are treated as export of services and invoiced accordingly, subject to the conditions in force.
  • Tax deducted at source, where applicable, must be supported by a certificate issued within the statutory timeframe.
  • Bank charges, currency conversion costs and payment gateway fees on international transfers are borne by the payer unless agreed otherwise.
  • Overdue amounts may attract interest at 1.5% per month, or the maximum permitted by law if lower.
  • We may suspend work on materially overdue invoices, after giving 7 days' written notice.

7. Intellectual property

7.1 Deliverables

On receipt of all fees due for an engagement, we assign to you all right, title and interest in the Deliverables created specifically for you under that engagement, including the source code.

7.2 Pre-existing and reusable materials

We retain ownership of tools, libraries, frameworks, patterns and know-how that existed before the engagement or were developed independently of it. Where such materials are incorporated into Deliverables, we grant you a perpetual, worldwide, non-exclusive, royalty-free licence to use, modify and sublicense them as part of those Deliverables.

Nothing in this clause restricts our right to use the general skills, knowledge and experience gained while performing the Services.

7.3 Third-party components

Deliverables may include open-source or third-party components licensed under their own terms. We will identify material components and their licences, and will not knowingly include any component whose licence conflicts with your intended use.

7.4 Client Materials

You retain all rights in Client Materials, and grant us a licence to use them only as needed to perform the Services.

8. Confidentiality

Each party will keep the other's confidential information in confidence, use it only for the purposes of the engagement, and protect it with at least the care it applies to its own confidential information. This does not apply to information that is public through no breach, was already lawfully known, is independently developed, or must be disclosed by law — in which case the disclosing party will be notified where legally permitted.

These obligations continue for 5 years after the engagement ends.

9. Data protection

Where we process personal data on your behalf, we act as a Data Processor under the DPDP Act (and as Processor under the UK or EU GDPR where applicable). We will process such data only on your documented instructions, apply appropriate security safeguards, assist you in responding to data principal requests, and delete or return the data at the end of the engagement.

Our own processing of personal data is described in our Privacy Policy.

10. Warranties

We warrant that the Services will be performed with reasonable skill and care by suitably qualified personnel, and that Deliverables will materially conform to the agreed specification for 90 days after acceptance. During that period we will correct reported defects at no charge.

The warranty does not cover issues arising from:

  • modifications made by you or a third party;
  • use other than as intended or documented;
  • failures in third-party services, infrastructure or components outside our control;
  • Client Materials that are inaccurate or defective.

Except as expressly stated, the Services and Deliverables are provided without further warranty, and we do not warrant that software will be uninterrupted or entirely free of defects — a standard no non-trivial software meets.

11. Limitation of liability

Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be limited.

Subject to that:

  • neither party is liable for indirect, incidental, special or consequential loss, or for loss of profit, revenue, goodwill, business or anticipated savings, however arising;
  • our total aggregate liability arising out of or in connection with an engagement is limited to the total fees paid by you for that engagement in the 12 months preceding the event giving rise to the claim.

12. Indemnity

You will indemnify us against claims arising from Client Materials infringing a third party's rights, or from your use of the Deliverables in breach of these terms or applicable law.

We will indemnify you against third-party claims that the Deliverables, as delivered by us and used as intended, infringe that party's intellectual property rights — provided you notify us promptly, allow us to conduct the defence, and give reasonable assistance.

13. Term and termination

  • Either party may terminate an engagement on 30 days' written notice.
  • Either party may terminate immediately if the other commits a material breach not remedied within 15 days of written notice, or becomes insolvent.
  • On termination you must pay for all work performed and expenses committed up to the termination date.
  • On termination for any reason other than our material breach, we will provide a reasonable handover of work completed and paid for.

14. Non-solicitation

During an engagement and for 12 months afterwards, neither party will directly solicit for employment any personnel of the other who was materially involved in the engagement, without written consent. This does not restrict general recruitment advertising not targeted at those individuals.

15. Force majeure

Neither party is liable for failure or delay caused by events beyond its reasonable control, including natural disasters, war, civil unrest, epidemic, government action, failure of telecommunications or power infrastructure, or large-scale internet disruption. The affected party will notify the other promptly and both will act reasonably to limit the impact.

16. Publicity

We will not name you as a client, use your logo, or publish any case study describing our work for you without your prior written consent. Consent may be given for a specific use and withdrawn for future use.

17. Governing law and jurisdiction

These terms and any dispute arising out of or in connection with them are governed by the laws of India, without regard to conflict of law rules.

Subject to the arbitration provision below, the parties submit to the exclusive jurisdiction of the courts at Mohali, Punjab, India.

18. Dispute resolution

The parties will first attempt to resolve any dispute through good-faith discussion between senior representatives within 30 days of written notice.

Failing that, the dispute will be referred to arbitration by a sole arbitrator appointed by agreement, conducted under the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration will be Zirakpur, Punjab, India, and the proceedings will be in English. The award is final and binding.

Nothing here prevents either party seeking urgent interim relief from a court of competent jurisdiction.

19. General

  • Entire agreement: these terms together with any SOW form the entire agreement and supersede prior discussions.
  • Severability: if a provision is held unenforceable, the remainder continues in effect.
  • No waiver: failure to enforce a provision is not a waiver of it.
  • Assignment: neither party may assign without the other's written consent, except to a successor of substantially all its business.
  • Independent contractors: nothing creates a partnership, joint venture or employment relationship.
  • Notices: notices must be in writing and sent to the addresses in the SOW or to the contact details below.

20. Contact

Bits N Pixels
SCF 08, 2nd Floor, The Eminence Plaza, VIP Road, Zirakpur, Punjab 140603, India
Email: support@thebitsnpixels.net

This document is provided for transparency about how we operate. It is not legal advice, and it does not replace the terms of any signed agreement between us, which take precedence where they differ.