Terms & Conditions

Your engagement with SMRKONOVA establishes a valid and binding contract between you and SMRKONOVA under the provisions of the Indian Contract Act, 1872. By executing a Master Services Agreement (“MSA”), Statement of Work (“SOW”), Service Order, or by initiating any authenticated API interaction, you consent to these operational and legal frameworks.

These Terms incorporate by reference our Privacy Policy, Information Security Addendum, and any project-specific Service Level Agreements (“SLAs”). In the event of any conflict between these Terms and an executed SOW, the specific terms of the SOW shall govern with respect to that individual engagement.

SMRKONOVA architects, designs, develops, and delivers high-performance digital engineering platforms, cloud infrastructure automations, specialized API gateways, and custom algorithmic engines. All technical engagements are provisioned in accordance with discrete specifications detailed within an applicable SOW.

Any changes, feature additions, architectural restructuring, or scope enhancements requested outside an active SOW shall be executed solely through written Change Orders signed by authorized officers of both parties, specifying modified engineering timelines, cloud provisioning parameters, and revised financial schedules.

Access to SMRKONOVA managed staging platforms, container registries, artifact repositories, and telemetry dashboards requires client-authenticated administrative credentials. Clients are exclusively responsible for maintaining the confidentiality of their private keys, OAuth tokens, SSH pairs, and Multi-Factor Authentication (“MFA”) secrets.

In compliance with directives issued by the Indian Computer Emergency Response Team (“CERT-In”) under Section 70B of the Information Technology Act, 2000, Clients must report any unauthorized access, compromised API tokens, system anomalies, or cyber security incidents impacting connected production infrastructure to SMRKONOVA’s security desk immediately, and no later than six (6) hours from detection.

Bespoke Work Product: Subject to timely and full settlement of all corresponding project milestones, invoices, and statutory taxes, SMRKONOVA assigns to the Client all right, title, and copyright ownership in and to the custom software source code, bespoke application designs, and explicit project deliverables created exclusively for the Client under an executed SOW, in terms of Section 19 of the Copyright Act, 1957.

Pre-Existing Background IP:Notwithstanding the foregoing, SMRKONOVA retains sole, exclusive, and unencumbered ownership of all pre-existing software frameworks, base architecture patterns, core algorithmic modules, proprietary CI/CD pipelines, container configurations, reusable libraries, and foundational design systems (“SMRKONOVA Background IP”). SMRKONOVA grants the Client a perpetual, worldwide, non-exclusive, non-transferable, royalty-free license to utilize such Background IP strictly as integrated into the final client deliverable.

All commercial fees for engineering retainers, milestone deliverables, and cloud maintenance services are detailed within the corresponding SOW. Invoices are payable within the net settlement window specified (typically 15 or 30 days from invoice issuance).

Goods and Services Tax (GST):In accordance with the Central Goods and Services Tax Act, 2017 (“CGST Act”), Integrated Goods and Services Tax Act, 2017 (“IGST Act”), and respective State enactments, all domestic invoices are subject to mandatory GST levied at the applicable statutory rate (presently 18% under SAC 998314 - IT Design and Development Services). Domestic corporate clients must furnish a valid Goods and Services Tax Identification Number (GSTIN) to claim Input Tax Credit (ITC).

Tax Deducted at Source (TDS): Applicable withholdings under the Income-tax Act, 1961 (such as Section 194J for technical services) may be deducted by the Client, provided valid statutory TDS certificates (Form 16A) are transmitted to SMRKONOVA on a quarterly basis within statutory deadlines.

The Client covenants that all computational workloads, software deployments, and system interactions shall strictly adhere to Indian cyber laws. In particular, the Client agrees not to upload, transmit, host, display, or distribute any data, content, or code that:

• Infringes any patent, trademark, copyright, trade secret, or other proprietary intellectual property rights of any party.
• Contains software viruses, malicious worms, Trojan horses, rootkits, or unauthorized payloads designed to disrupt or compromise server integrity.
• Violates applicable laws, statutory rules, or public order directives under the Information Technology Act, 2000.
• Attempts to circumvent authentication mechanisms, perform unauthorized penetration testing, or reverse-engineer confidential system cores without explicit written authorization.

Each party agrees to maintain in strict confidence and protect with reasonable industry care all proprietary technology, system designs, architectural configurations, pricing metrics, and business methodologies disclosed by the other party (“Confidential Information”).

Confidentiality obligations shall survive for a period of three (3) years following the termination of the engagement; provided, however, that trade secrets, cryptographic keys, and proprietary source code engines shall remain confidential indefinitely or until such information falls into the public domain through no fault of the receiving party.

SMRKONOVA warrants that all engineering deliverables will be constructed in a professional and workmanlike manner adhering to recognized industry standards. SMRKONOVA provides a limited thirty (30) day warranty post-deployment against reproducible coding bugs, during which identified non-conformities will be remediated without additional charges.

Third-Party Infrastructure Disclaimer:Except as expressly stated, all third-party managed infrastructure, edge CDNs, foundational large language models (LLMs), hyperscale hosting (AWS, GCP, Azure), and upstream open-source packages are integrated “AS IS” and “AS AVAILABLE” without express or implied warranties of any kind under Indian law.

To the maximum extent permissible under applicable Indian law, neither SMRKONOVA nor its directors, officers, engineers, or affiliates shall be liable to the Client or any third party for indirect, incidental, punitive, special, or consequential damages, including loss of profits, commercial interruption, data corruption, or business goodwill, regardless of legal theory.

The aggregate liability of SMRKONOVA arising out of or related to any single engagement or SOW, whether in contract, tort (including negligence), or statutory duty, shall under no circumstances exceed the total fees actually received by SMRKONOVA under the specific applicable Statement of Work during the six (6) months immediately preceding the event giving rise to liability.

Either party may terminate an engagement or SOW for convenience by providing thirty (30) days prior written notice, or immediately for material breach if the breaching party fails to cure such breach within fifteen (15) days of receiving formal notification.

Upon termination, the Client shall pay SMRKONOVA for all professional services performed, milestones achieved, and non-cancellable cloud infrastructure commitments incurred up to the effective termination date. SMRKONOVA shall transfer all fully-paid deliverable code repositories and transition assets within fourteen (14) business days.

This Agreement, its interpretation, and all disputes arising hereunder shall be governed by, construed, and enforced in accordance with the substantive laws of the Republic of India, without regard to conflict of law principles.

Arbitration: Any dispute, claim, or controversy arising out of or relating to this Agreement, including its breach, termination, or invalidity, shall be referred to and finally resolved by binding arbitration in accordance with the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration shall be Bengaluru, Karnataka, India. The tribunal shall consist of a sole arbitrator appointed by mutual agreement. The proceedings shall be conducted in English.

Subject to arbitration, the courts of competent jurisdiction located in Bengaluru, Karnataka shall possess exclusive territorial and subject-matter jurisdiction.

We periodically update these Terms to reflect technical enhancements, statutory adjustments under Indian regulatory directives, or updated commercial practices.

Material changes shall be notified to active account administrators via registered email or enterprise portal alerts thirty (30) days prior to taking effect. Continued engagement with our digital systems after the effective revision date constitutes full acceptance of the revised Terms.