Client Services Terms

These Client Services Terms ("Terms") apply to all software development, website development, UI/UX design, LMS development, maintenance, and related services (collectively, the "Services") provided by Portfolix Enterprise Private Limited ("Portfolix", "Company", "we", "us") to the client identified in the relevant Proposal or Statement of Work ("Client", "you").

Each signed Proposal / Statement of Work ("SoW") together with these Terms is referred to as the "Agreement". If there is any conflict between an SoW and these Terms, the SoW will prevail for that specific project.

1. Scope of Services

1.1 The specific scope, deliverables, timelines, fees, and assumptions will be defined in an SoW or project proposal agreed in writing (email confirmation is acceptable unless otherwise specified).

1.2 Any work outside the agreed scope (including new features, major design changes, integrations, data migration, SEO, or strategy work) will be treated as a Change Request and may require:

• Revised timelines or project milestones
• Additional fees approved in writing by both parties
• Updated SoW or change order documentation

1.3 Unless explicitly stated as ongoing (e.g., AMC, support retainer, or monthly plan), all Services are project-based and conclude after final delivery and agreed handover.

2. Client Responsibilities

2.1 The Client agrees to:

• Provide accurate and complete project requirements and expectations
• Supply timely access to content, branding, assets, credentials, and data
• Nominate a single point of contact for approvals and feedback
• Respond to queries, reviews, and approval requests within reasonable timelines (typically 3–5 business days)

2.2 Delays in Client inputs, approvals, or payments may:

• Extend the project schedule or go-live dates
• Require rescheduling of our team and resources
• Result in additional charges in case of significant idle time

2.3 The Client is responsible for:

• Legal compliance of all content, data, and business processes
• Ensuring they have rights to use all text, images, videos, and assets
• Obtaining any third-party approvals, licenses, or consents required

3. Fees, Invoicing, and Payment

3.1 Fees are as set out in the relevant SoW (fixed fee, milestone-based, or time-and-materials).

3.2 Typical payment schedules include:

• 50% advance before project start, 50% before final deployment; or
• 40% on signing, 30% on staging delivery, 30% before production launch; or
• Any other structure specified in the SoW.

3.3 Payment Terms:

• Invoices are payable within 30 calendar days from invoice date, unless otherwise agreed
• Late payments may, at Portfolix's discretion, incur interest at 1.5% per month or the maximum rate permitted by law
• Work may be paused or access restricted if invoices remain unpaid

3.4 All amounts are exclusive of taxes (GST or other applicable taxes), which will be charged as per law.

4. Intellectual Property and Licenses

4.1 Client Materials

All content, data, trademarks, logos, and materials provided by the Client remain the property of the Client. The Client grants Portfolix a limited, non-exclusive license to use such materials solely for performing the Services and promoting the project as permitted under this Agreement.

4.2 Work Product and Ownership

Unless otherwise agreed in the SoW and subject to full payment of all fees and expenses, all rights, title, and interest in the final deliverables (website, software, UI/UX designs, front-end code, documentation) developed specifically for the Client will be assigned to the Client.

4.3 Company Tools & Pre-Existing IP

Portfolix may use pre-existing libraries, frameworks, design systems, workflows, and know-how ("Company IP"). Ownership of Company IP remains with Portfolix. The Client receives a non-exclusive, perpetual, worldwide license to use such components as integrated into the deliverables, but not to resell or commercially repackage them.

4.4 Portfolio Use

With the Client's written or email consent (not to be unreasonably withheld), Portfolix may display the Client's name, logo, and non-confidential screenshots of the project in its website, portfolio, case studies, and marketing materials.

5. Project Process, Timelines, and Acceptance

5.1 Estimated timelines will be set out in the SoW and assume timely cooperation and approvals from the Client.

5.2 The project may be broken into phases such as discovery, design, development, testing, and deployment. Access to each phase may depend on milestone payments.

5.3 After delivery of each major milestone, the Client will have a review period (typically 5–10 business days) to:

• Test the deliverable in staging
• Share consolidated feedback or bug reports
• Confirm acceptance or request reasonable changes aligned to scope

5.4 If the Client does not provide feedback within the review period, the milestone may be deemed accepted for the purpose of invoicing and project progression.

6. Changes, Support, and Maintenance

6.1 Small adjustments and bug fixes identified during the acceptance period are included in the project scope, provided they are consistent with the agreed requirements.

6.2 Any new features, redesigns, or substantial deviations from initially approved designs will be treated as Change Requests and quoted separately.

6.3 Ongoing support, AMC, or maintenance (e.g., content updates, uptime monitoring, security patches) are provided only if:

• Explicitly included in the SoW; or
• Covered under a separate support/maintenance agreement.

7. Confidentiality

7.1 Both parties agree to keep confidential any non-public information shared during the engagement, including business processes, technical details, and pricing.

7.2 Confidential information may be disclosed to employees or subcontractors on a need-to-know basis, provided they are bound by similar confidentiality obligations.

7.3 These obligations do not apply to information that:

• Is or becomes publicly available without breach
• Was already lawfully known to the receiving party
• Is independently developed without reference to confidential info
• Must be disclosed under law, court order, or regulator request

8. Data Protection and Security

8.1 Each party will comply with applicable data protection laws (such as DPDP Act, GDPR, or others, where relevant).

8.2 If the project involves personal data, the parties may enter into a separate Data Processing Addendum (DPA) setting out roles, responsibilities, and technical measures.

8.3 The Client is responsible for:

• Ensuring lawful collection and use of data within its own systems
• Providing accurate privacy notices to its own users
• Configuring and managing user access and consent tools

9. Warranties and Disclaimers

9.1 Portfolix will deliver the Services with reasonable skill and care in line with industry practices for similar digital projects.

9.2 Except as expressly stated, the Services and deliverables are provided on an "as-is" basis, without warranties of fitness for a particular purpose, future performance, or guaranteed business results.

9.3 The Client remains responsible for verifying that the solution fits its business, legal, and regulatory requirements.

10. Limitation of Liability

10.1 To the maximum extent permitted by law, Portfolix will not be liable for any indirect, incidental, special, or consequential damages, including loss of revenue, profits, data, or reputation.

10.2 Portfolix's total aggregate liability arising out of or in connection with a project will not exceed the total fees actually paid by the Client for that project in the 12 months preceding the event giving rise to the claim.

10.3 Nothing in these Terms limits liability for fraud, willful misconduct, or matters that cannot be limited under applicable law.

11. Term, Suspension, and Termination

11.1 These Terms apply from the Client’s acceptance of a proposal or SoW and continue until completion of all Services under that SoW, unless terminated earlier.

11.2 Either party may terminate a project SoW on written notice if:

• The other party commits a material breach and fails to cure within a reasonable cure period (typically 15–30 days)
• The other party becomes insolvent or enters bankruptcy proceedings

11.3 On termination:

• All amounts due up to the termination date become payable
• Access to staging environments or tools may be removed
• Work-in-progress may be handed over in its current state after payment of outstanding invoices

12. Non-Solicitation

12.1 During the project and for 12 months after completion, the Client agrees not to directly hire or engage Portfolix employees or key contractors who worked on the project, unless agreed in writing.

13. Governing Law and Dispute Resolution

13.1 These Terms are governed by the laws of India. Unless otherwise specified in the SoW, courts in Delhi/NCR will have exclusive jurisdiction over any disputes arising out of or relating to this Agreement.

13.2 Before going to court, both parties will make a good-faith attempt to resolve disputes amicably, including through discussion or mediation where practical.

14. General Provisions

• Entire Agreement: Each SoW plus these Terms forms the entire agreement between the parties for that project.
• Amendments: Changes must be in writing (email is acceptable) and agreed by both parties.
• Assignment: Neither party may assign its rights or obligations without the other party’s consent, except to an affiliate or acquirer.
• Severability: If any provision is invalid, the rest of the Terms remain effective.
• No Partnership: Nothing in these Terms creates a partnership or joint venture.

Last Updated: December 9, 2025