Terms of Service

1. Agreement to Terms

By accessing coretus.com (the “Site”), you agree to these Terms of Service (the “Terms”). If you do not agree, do not use the Site.

In these Terms, “Coretus”, “we”, “us”, and “our” refer to Coretus Technologies Private Limited.

Professional Services. Custom software development, staff augmentation, support/maintenance, and related services are governed by a signed Master Services Agreement (MSA) and Statements of Work (SOWs). If you engage us without a signed MSA/SOW, the Professional Services Terms in Section 5 apply by default. In case of conflict: MSA → SOW → Section 5 (Professional Services Terms) → these Site Terms.

2. Eligibility & Accounts

You must be capable of forming a binding contract. If you create an account, you are responsible for safeguarding credentials and for all activity under your account.

3. Acceptable Use

You agree not to: (a) access or use the Site unlawfully; (b) introduce malware or attempt to bypass security; (c) scrape, crawl, or harvest data without written permission; (d) infringe intellectual property or privacy rights; (e) interfere with the Site or networks; (f) misrepresent your identity or affiliation.

4. Confidentiality

Non‑public information shared for a potential or ongoing engagement will be handled confidentially and, where applicable, under NDA or the confidentiality provisions of the MSA/SOW.

5. Professional Services Terms (Default if No MSA/SOW)

5.1 Engagement Models & Scope

We deliver via Fixed‑Price Milestones, Time‑and‑Materials (T&M), Dedicated Teams/Staff Augmentation, and Support/Maintenance. Scope, success criteria, and assumptions are confirmed in writing (proposal, email confirmation, or project brief). Third‑party services (cloud, APIs, SDKs, app‑store accounts) are your responsibility unless we explicitly procure them for you.

5.2 Project Timeline & Client Dependencies

1. Kick‑off & Resourcing. Work begins after written scope confirmation, receipt of any required deposit/retainer, and provision of required access/credentials. Start dates are resource‑dependent until conditions are met.
2. Client Obligations. Provide timely inputs, approvals, sample data, test accounts, content, and decision‑makers. Unless otherwise agreed, review/approve within 2 business days. Delays or changes by you extend timelines and may require re‑planning.
3. Re‑mobilization. Pauses > 10 business days for reasons outside our control may trigger team release and a remobilization fee equal to one (1) week of the then‑current team cost.
4. Change Control. Scope/schedule/effort changes require a Change Order and additional fees (T&M or revised milestone). Urgent risk/security fixes may be implemented immediately; we will notify you promptly.
5. Schedule Relief. We are not responsible for delays caused by third‑party outages, app‑store review queues, procurement delays, data migration constraints, or force majeure events.

5.3 Deliverables, Testing & Acceptance

1. Milestone Delivery. We demonstrate via builds, staging URLs, or demo sessions with release notes.
2. Acceptance Window. You have 5 business days from delivery to accept or provide a written list of material non‑conformities against the agreed spec. Absent such notice, the milestone is deemed accepted.
3. Remedy. For valid issues, we will re‑perform or fix and re‑deliver for verification. Minor/immaterial deviations do not delay acceptance. New requests are handled via Change Order.
4. Go‑Live Responsibilities. You handle production approvals, domain/DNS, marketplace submissions, credentials, and content unless explicitly in scope.

5.4 Fees, Payments & Billing

• Pricing & Quotes: Prices exclude taxes, duties, bank/processor fees, and third‑party costs. T&M billed at then‑current rates; fixed‑price follows agreed milestone amounts.
• Deposits & Commencement: A non‑refundable deposit/retainer and/or milestone prepayment may be required before scheduling/commencing work.
• Invoicing & Due Dates: Net 10 from invoice date. Late amounts accrue interest at1.5%/month (or max permitted). You agree to reasonable collection costs.
• Taxes; GST/VAT; TDS/Withholding: Fees are exclusive of taxes (including GST, VAT, sales/use). If withholding (e.g., TDS) applies, you will gross‑up so we receive the invoiced net and provide statutory certificates.
• Currency & FX: Invoices may be in USD or INR. If you pay in another currency, you cover FX and bank/processor charges.
• Payment Methods: Wire/ACH/RTGS/NEFT, approved cards, or other methods we communicate. Card processor fees are non‑refundable.
• Chargebacks: Initiating a chargeback without prior notice and opportunity to resolve is amaterial breach. You remain liable for the principal and processor/chargeback fees.
• Strict No‑Refund Policy:All fees, deposits, retainers, setup charges, prepaid blocks, and partially completed milestones are non‑refundable, except where a refund is required by non‑waivable law.
• Suspension for Non‑Payment: We may suspend work, withhold deliverables/source, and/or disable environments for overdue sums; schedules/SLAs shift accordingly.
• Ownership & Delivery: 100% code/IP ownership transfers only after full payment. Until then, you have a limited, revocable license to use interim deliverables solely for internal evaluation.
• Expenses & Pass‑Throughs: Reimburse pre‑approved out‑of‑pocket expenses. Third‑party services are (a) procured by you, or (b) by us and invoiced at cost (plus applicable taxes/fees).

5.5 Warranties & Exclusions

We will perform services in a professional and workmanlike manner. For 30 days after acceptance, we will correctmaterial defects that cause the deliverable to deviate from the agreed spec when used in a supported environment. This warranty excludes issues caused by third‑party services, data, or infrastructure; misuse/unauthorized changes; out‑of‑scope features; external dependencies; or unsupported environments.Except as expressly provided, we disclaim all other warranties, including implied warranties of merchantability, fitness for a particular purpose, and non‑infringement.

5.6 Intellectual Property

• Pre‑existing IP & Tools: Our pre‑existing software, libraries, templates, know‑how, and tools remain our property. We grant you a perpetual, worldwide, non‑exclusive, royalty‑free license to use such components embedded in the deliverables as needed to use the deliverables.
• Ownership Transfer: Subject to full payment, you receive 100% ownership of custom work product created for you, excluding third‑party/OSS components and our pre‑existing IP.
• Open‑Source & Third‑Party: OSS/third‑party components are licensed to you under their terms; we will provide required notices.
• Publicity: With your prior consent (not unreasonably withheld), we may reference your name/logo and factual project descriptions; we will remove references on reasonable written request if confidentiality requires.
• Optional IP Escrow: For enterprise deals, we can support source‑code escrow via a mutually agreed third‑party provider at your cost; escrow release events will be defined in the SOW.

5.7 Non‑Solicitation

During the engagement and for 12 months thereafter, you will not solicit for employment/contract any Coretus personnel who worked on your project, except via general, non‑targeted solicitations. Hiring in breach incurs a liquidated placement fee equal to 20% of the employee’s annualized compensation (or the statutory maximum where lower).

5.8 Indemnities

Your Indemnity: You will indemnify and hold Coretus harmless from claims, losses, and expenses arising from (a) your content/data/materials; (b) your breach of law/these Terms; (c) your instructions/specifications; (d) your use/distribution of deliverables outside documentation/scope.

Our IP Indemnity: We will defend you against third‑party claims that the unmodified deliverables, when used as authorized, infringe a patent, copyright, or trade secret in an authorized country and pay damages finally awarded or a settlement we approve. Remedies: we may (i) modify/replace, or (ii) procure a license. If neither is commercially reasonable, we may require you to stop using the infringing portion; our obligation is limited to these remedies andno refunds are provided. No obligation for combinations not supplied by us, third‑party/OSS components, changes not made by us, or use outside scope.

5.9 Limitation of Liability

For Site use, our total liability is limited to USD 100.

For Professional Services, to the maximum extent permitted by law, our aggregate liability arising out of or related to an engagement will not exceed the fees actually paid by you to us for the applicable SOW during thethree (3) months immediately preceding the event giving rise to the claim. We will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or loss of profits, revenue, data, or goodwill, regardless of theory and even if a remedy fails its essential purpose.

5.10 Relationship of the Parties

The parties are independent contractors. These Terms do not create a partnership, joint venture, franchise, or employment relationship. Neither party has authority to bind the other without express written consent.

5.11 Assignment & Subcontracting

You may not assign these Terms or an SOW without our prior written consent (not to be unreasonably withheld). We may assign to an affiliate or in connection with a merger, acquisition, or sale of assets. We may subcontract portions of work but remain responsible for subcontractor performance.

5.12 Compliance, Export & Anti‑Corruption

Each party will comply with applicable export control and sanctions laws (e.g., U.S., U.K., EU, India) and anti‑corruption laws (including the U.S. FCPA and U.K. Bribery Act). We may restrict access where prohibited.

5.13 Claim Notice & Limitation Period

You must notify us of any claim within 30 days of becoming aware of the facts giving rise to it, and any action must be filed within 180 days thereafter, to the extent permitted by law.

6. Dispute Resolution; Arbitration; Governing Law & Venue

1. Good‑Faith Discussions. Senior representatives will meet (virtually or in person) within10 business days of a dispute notice to attempt resolution.
2. Mediation. If unresolved, either party may request mediation in Rajkot, Gujarat, India.
3. Binding Arbitration. Any dispute not resolved by mediation shall be finally resolved bybinding arbitration under the Indian Arbitration and Conciliation Act, 1996, seated inRajkot, Gujarat, India, conducted in English by a sole arbitrator mutually appointed (or appointed in accordance with the Act if the parties cannot agree). The award may be entered in any court of competent jurisdiction.
4. Injunctive Relief. Either party may seek temporary or injunctive relief in any competent court to protect intellectual property or confidential information.
5. Class Action Waiver. To the maximum extent permitted by law, disputes shall be conducted only on an individual basis and not in a class, consolidated, or representative action.
6. Governing Law & Venue. These Terms are governed by the laws of India. Subject to arbitration, the courts of Rajkot, Gujarat, India have exclusive jurisdiction and venue.

7. Warranty Disclaimer (Site)

THE SITE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, CORETUS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT. We do not warrant that the Site will be uninterrupted, secure, or error‑free.

8. Termination (Site)

We may suspend or terminate access to the Site at any time for reasons permitted by law. Upon termination, any license granted to you ends immediately.

9. General Provisions

• Notices: Email to legal@coretus.com (with read receipt) constitutes written notice.
• Entire Agreement; Order of Precedence: These Terms plus any MSA/SOW form the entire agreement; precedence as stated in Section 1.
• Severability: If a provision is unenforceable, it will be modified to the minimum extent necessary; the remainder remains in effect.
• Waiver: Failure to enforce a provision is not a waiver.
• No Third‑Party Beneficiaries: None, unless expressly stated.
• Survival: Payment, confidentiality, IP, indemnities, limitations, non‑solicit, dispute resolution, governing law, and this clause survive termination.
• Electronic Signatures: E‑signatures and counterparts are valid and binding.
• Insurance: We maintain commercially reasonable business insurance; certificates available on request.

10. Contact

Email: legal@coretus.com
Postal: 507‑South Block, TwinStar, 150 ft Ring Road, Rajkot, Gujarat, 360005, India