Introduction and Acceptance

These Terms and Conditions ("Terms", "Agreement") constitute a legally binding agreement between you ("Client", "you", "your") and Auwave Private Limited ("Auwave", "we", "us", "our"), a company incorporated under the Companies Act, 2013, with CIN U63999KA2025PTC206370, having its registered office at Flat No C-205, Neeraja Sarovar Apartment, Krishnarajapuram, Bangalore North, Bengaluru, Karnataka, India – 560036.

These Terms govern your access to and use of our website (www.auwave.com and associated domains) and all services provided by Auwave, including but not limited to software development, web development, IT consulting, system integration, cloud services, mobile application development, UI/UX design, and related digital services (collectively, "Services").

By accessing our website, engaging our Services, or entering into a service agreement with us, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree with these Terms, you must not use our website or Services.

Definitions

• Agreement: These Terms and Conditions, along with any supplementary agreements, statements of work, or service contracts
• Client/Customer: Any individual or entity that engages Auwave for Services
• Services: All software development, IT consulting, and digital services provided by Auwave
• Deliverables: Work products, software, code, documentation, designs, or other outputs specified in the project scope
• Project: A specific engagement for Services as defined in a Statement of Work or service contract
• Intellectual Property: Patents, copyrights, trademarks, trade secrets, and all other intellectual property rights
• Confidential Information: Non-public information disclosed by either party
• Website: www.auwave.com and all associated domains and subdomains

Scope of Services

Services Offered

Auwave provides the following Services:

• Custom software development (web applications, enterprise software, SaaS platforms)
• Mobile application development (iOS, Android, cross-platform)
• Web development and design (responsive websites, e-commerce platforms, content management systems)
• UI/UX design and prototyping
• IT consulting and technology advisory
• Cloud infrastructure setup and management (AWS, Google Cloud, Azure)
• API development and integration
• DevOps and CI/CD implementation
• Software maintenance and support
• Quality assurance and testing services
• Digital transformation consulting
• Technology stack selection and architecture design

Service Engagement

Services are provided based on:

• Fixed-Price Projects: Defined scope, deliverables, timeline, and total cost
• Time and Materials: Hourly or daily rates for ongoing work
• Retainer Agreements: Pre-committed hours or services for a specified period
• Dedicated Team: Staff augmentation with dedicated resources

Each engagement will be detailed in a Statement of Work (SOW) or service contract that specifies project scope, deliverables, timeline, payment terms, and other relevant details.

Client Responsibilities

To ensure successful project execution, the Client agrees to:

• Provide clear, complete, and timely project requirements and specifications
• Designate authorized representatives for decision-making and approvals
• Provide timely feedback on deliverables and milestone reviews
• Supply necessary access to systems, data, environments, and resources
• Ensure availability of key stakeholders for meetings and consultations
• Provide accurate and complete information required for the project
• Review and approve deliverables within agreed timelines
• Make timely payments as per the agreed payment schedule
• Comply with applicable laws and regulations related to the project
• Maintain confidentiality of proprietary information shared by Auwave

Delays caused by failure to meet these responsibilities may result in project timeline extensions and additional costs.

Payment Terms

Pricing and Quotations

• All prices are quoted in Indian Rupees (INR) unless otherwise specified
• Quotations are valid for 30 days from the date of issue
• Prices are exclusive of applicable taxes (GST, etc.) unless stated otherwise
• Additional work outside the agreed scope will be billed separately

Payment Schedule

Payment terms will be specified in the service contract or SOW. Typical payment structures include:

• Fixed-Price Projects: Milestone-based payments (e.g., 30% advance, 40% on milestone completion, 30% on final delivery)
• Time and Materials: Weekly or monthly billing based on actual hours worked
• Retainer Agreements: Monthly advance payment for committed hours/services
• Recurring Services: Monthly or annual subscription payments

Payment Methods

We accept payment through:

• Bank transfer (NEFT, RTGS, IMPS)
• Wire transfer (for international clients)
• Online payment gateways (as specified)
• Cheque or demand draft (for enterprise clients)

Late Payment

• Invoices are due within 15 days of invoice date unless otherwise agreed
• Late payments may incur interest charges of 1.5% per month or the maximum rate permitted by law, whichever is lower
• We reserve the right to suspend Services if payment is overdue by more than 30 days
• Continued non-payment may result in termination of Services and legal action

Taxes

All payments are subject to applicable Indian taxes, including Goods and Services Tax (GST). Tax rates will be applied as per prevailing law. The Client is responsible for providing valid GST registration details for input tax credit claims.

Project Timeline and Delivery

Timeline Estimation

• Project timelines are estimated based on the agreed scope and Client's cooperation
• Timelines are provided in good faith but are not guaranteed unless explicitly stated
• Delays caused by scope changes, Client-side delays, or force majeure events may extend timelines

Milestones and Deliverables

• Projects are divided into milestones with specific deliverables
• Each milestone requires Client review and approval
• Client must provide feedback within 5-7 business days of milestone delivery
• Approved milestones are considered accepted and cannot be reopened without additional cost

Acceptance Testing

• Client will have a defined acceptance testing period (typically 5-10 business days) for each deliverable
• Client must document any non-conformities with the agreed specifications
• Minor bugs and issues will be resolved within the testing period
• If Client does not provide feedback within the testing period, deliverables are deemed accepted

Intellectual Property Rights

Ownership of Deliverables

Unless otherwise specified in the service contract:

• Upon full payment, the Client receives ownership of custom-developed deliverables created specifically for the project
• Ownership transfer includes source code, databases, designs, and documentation created exclusively for the Client
• Ownership transfer is subject to full payment of all fees

Auwave's Retained Rights

Auwave retains ownership of:

• Pre-existing intellectual property, tools, frameworks, and libraries used in the project
• Methodologies, processes, and know-how developed by Auwave
• General knowledge, skills, and experience gained during the project
• Reusable code components, templates, and frameworks not specific to the Client's project

The Client receives a license to use these components as part of the delivered solution, but Auwave may reuse them in other projects.

Third-Party Components

• Projects may incorporate third-party open-source or commercial software components
• Use of third-party components is subject to their respective licenses
• Auwave will disclose significant third-party dependencies
• Client is responsible for compliance with third-party license terms in their use of the deliverables

Trademarks and Branding

• Each party retains ownership of its respective trademarks, logos, and brand assets
• Neither party may use the other's trademarks without prior written consent
• Auwave may use the Client's name and logo in case studies and portfolio (with consent)

Intellectual Property Indemnification

• Auwave warrants that deliverables will not infringe third-party intellectual property rights
• Auwave will defend and indemnify the Client against IP infringement claims arising from deliverables (excluding third-party components and Client-provided materials)
• Client will promptly notify Auwave of any infringement claims
• This indemnification is limited to the fees paid for the specific project

Confidentiality

Confidential Information

Both parties acknowledge that they may be exposed to confidential and proprietary information during the course of the engagement. Confidential Information includes:

• Business strategies, plans, and financial information
• Technical specifications, source code, and documentation
• Customer data, user lists, and market research
• Trade secrets, know-how, and proprietary processes
• Any information marked as "Confidential" or that reasonably should be considered confidential

Obligations

Each party agrees to:

• Maintain the confidentiality of the other party's Confidential Information
• Use Confidential Information solely for the purpose of the engagement
• Not disclose Confidential Information to third parties without prior written consent
• Protect Confidential Information with the same degree of care used for its own confidential information (but not less than reasonable care)
• Limit access to Confidential Information to employees and contractors who need to know and who are bound by confidentiality obligations

Exceptions

Confidential Information does not include information that:

• Is or becomes publicly available through no breach of this Agreement
• Was rightfully known prior to disclosure
• Is independently developed without use of Confidential Information
• Is rightfully received from a third party without confidentiality restrictions
• Must be disclosed by law or court order (with prior notice to the disclosing party when legally permitted)

Duration

Confidentiality obligations remain in effect during the term of the engagement and for 3 years after termination, except for trade secrets, which remain protected indefinitely.

Warranties and Disclaimers

Auwave's Warranties

Auwave warrants that:

• Services will be performed in a professional and workmanlike manner
• Deliverables will materially conform to the specifications in the SOW
• We have the necessary rights and permissions to provide the Services
• Services will comply with applicable Indian laws and regulations

Warranty Period

• Software deliverables are covered by a 90-day warranty period from acceptance
• During this period, Auwave will fix defects and bugs at no additional cost
• The warranty covers only defects in the original deliverables, not enhancements or Client-made modifications

Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT:

• SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND
• AUWAVE DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
• AUWAVE DOES NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE
• AUWAVE DOES NOT WARRANT THAT DELIVERABLES WILL MEET ALL CLIENT REQUIREMENTS OR EXPECTATIONS BEYOND THE AGREED SPECIFICATIONS

Third-Party Services

Auwave is not responsible for the performance, availability, or security of third-party services, platforms, APIs, or infrastructure used in the project (e.g., cloud hosting, payment gateways, third-party APIs).

Limitation of Liability

Maximum Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AUWAVE'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO AUWAVE IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Excluded Damages

IN NO EVENT SHALL AUWAVE BE LIABLE FOR:

• INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES
• LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES
• COSTS OF PROCUREMENT OF SUBSTITUTE SERVICES
• BUSINESS INTERRUPTION OR LOSS OF GOODWILL

THESE LIMITATIONS APPLY EVEN IF AUWAVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Exceptions

The limitations of liability do not apply to:

• Breach of confidentiality obligations
• Intellectual property indemnification (subject to the caps specified in that section)
• Willful misconduct or gross negligence
• Liabilities that cannot be limited by law

Indemnification

Client Indemnification

Client agrees to indemnify, defend, and hold harmless Auwave, its officers, directors, employees, and contractors from any claims, damages, losses, liabilities, and expenses (including reasonable attorney fees) arising from:

• Client's breach of this Agreement
• Client's violation of applicable laws or regulations
• Client-provided content, materials, or data that infringe third-party rights
• Misuse of deliverables by Client or Client's end users
• Client's business operations and use of deliverables

Auwave Indemnification

Auwave agrees to indemnify Client for claims arising from Auwave's breach of intellectual property warranties, subject to the limitations specified in the Intellectual Property Rights section.

Indemnification Process

The indemnified party must:

• Promptly notify the indemnifying party of any claim
• Cooperate reasonably in the defense
• Allow the indemnifying party to control the defense and settlement (provided settlements do not admit liability or impose obligations on the indemnified party without consent)

Term and Termination

Term

This Agreement begins when you accept these Terms and continues until terminated by either party as provided below. Individual projects have their own timelines as specified in the respective SOW.

Termination for Convenience

• Either party may terminate the Agreement or a specific project with 30 days' written notice
• Upon termination, Client must pay for all work completed up to the termination date
• Auwave will deliver work-in-progress upon receipt of payment

Termination for Cause

Either party may terminate immediately if:

• The other party materially breaches this Agreement and fails to cure within 15 days of written notice
• The other party becomes insolvent, files for bankruptcy, or ceases business operations
• Continued performance becomes illegal or impossible

Effect of Termination

Upon termination:

• Client must pay all outstanding fees for work performed
• Auwave will cease work and deliver completed deliverables upon payment
• Each party must return or destroy the other party's Confidential Information (upon request)
• Provisions that by their nature should survive (Confidentiality, Intellectual Property, Limitation of Liability, Indemnification) will remain in effect
• Neither party is liable for damages resulting from lawful termination

Data Protection and Privacy

Client data and personal information are handled in accordance with our Privacy Policy and the Digital Personal Data Protection Act, 2023. By using our Services, you consent to data processing as described in our Privacy Policy.

Data Processing

• Auwave processes personal data only as necessary to provide Services
• Auwave implements appropriate technical and organizational security measures
• Auwave does not sell or rent Client data to third parties
• Client retains ownership of all data provided to Auwave

Client Data Security

• Client is responsible for the security and accuracy of data provided to Auwave
• Client must have necessary rights and consents to share data with Auwave
• Client must comply with applicable data protection laws in their use of deliverables

Maintenance and Support

Post-Deployment Support

Unless otherwise agreed:

• The 90-day warranty period includes bug fixes for defects in original deliverables
• Ongoing maintenance and support require a separate agreement
• Enhancements, new features, and third-party integration issues are outside warranty scope

Maintenance Agreements

Auwave offers separate maintenance and support agreements covering:

• Bug fixes and issue resolution
• Performance monitoring and optimization
• Security updates and patches
• Technical support (email, phone, or ticket-based)
• Hosting and infrastructure management
• Content updates and minor modifications

Maintenance terms, pricing, and SLAs are specified in separate maintenance agreements.

Force Majeure

Neither party shall be liable for failure or delay in performance due to circumstances beyond reasonable control, including:

• Acts of God (earthquakes, floods, natural disasters)
• War, terrorism, civil unrest, or government action
• Pandemics, epidemics, or public health emergencies
• Labor disputes, strikes, or lockouts
• Internet or telecommunications failures beyond our control
• Power outages or infrastructure failures

The affected party must notify the other party promptly and make reasonable efforts to mitigate the impact. If force majeure continues for more than 60 days, either party may terminate the affected project without penalty.

Modifications and Amendments

Changes to These Terms

Auwave reserves the right to modify these Terms at any time. When we make material changes:

• We will post the updated Terms on our website
• We will update the "Last Updated" date
• For existing projects, the Terms in effect at the time of contract execution will apply
• Continued use of the website after changes constitutes acceptance of the new Terms

Project Scope Changes

Changes to project scope, timeline, or deliverables require:

• Written change request from the Client
• Impact assessment by Auwave (timeline and cost implications)
• Written approval from both parties
• Adjustment to fees and timeline as appropriate

Unauthorized scope changes will not be performed, and verbal change requests are not binding.

Dispute Resolution

Good Faith Negotiation

In the event of any dispute, the parties agree to first attempt to resolve it through good faith negotiation between senior representatives of each party for a period of 30 days.

Mediation

If negotiation fails, the parties agree to submit the dispute to mediation administered by an independent mediator mutually agreed upon or appointed by the Bangalore Centre for Arbitration and Mediation.

Arbitration

If mediation does not resolve the dispute within 45 days, the dispute shall be resolved by binding arbitration in accordance with the Arbitration and Conciliation Act, 1996:

• The arbitration shall be conducted by a sole arbitrator mutually agreed upon or appointed by the Bangalore Centre for Arbitration and Mediation
• The seat of arbitration shall be Bengaluru, Karnataka, India
• The language of arbitration shall be English
• The decision of the arbitrator shall be final and binding on both parties
• Each party shall bear its own costs, and arbitrator fees shall be shared equally unless the arbitrator decides otherwise

Exclusive Jurisdiction

If arbitration is unavailable or not applicable, the parties submit to the exclusive jurisdiction of the courts in Bengaluru, Karnataka, India.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of India. The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

General Provisions

Entire Agreement

These Terms, together with any applicable SOW, service contract, Privacy Policy, and other documents expressly incorporated by reference, constitute the entire agreement between the parties and supersede all prior negotiations, discussions, and agreements.

Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

Waiver

Failure or delay by either party to enforce any provision of this Agreement does not constitute a waiver of that provision or any other provision. Any waiver must be in writing and signed by the party granting the waiver.

Assignment

Client may not assign or transfer this Agreement or any rights hereunder without Auwave's prior written consent. Auwave may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of assets. This Agreement binds and benefits the parties and their permitted successors and assigns.

Notices

All notices under this Agreement must be in writing and delivered to:

For Auwave:
Auwave Private Limited
Flat No C-205, Neeraja Sarovar Apartment
Krishnarajapuram, Bangalore North
Bengaluru, Karnataka, India – 560036
Email: legal@auwave.com

For Client:
To the address and email provided in the service contract or registration.

Notices are deemed received:

• If by email: Upon transmission (if sent during business hours) or the next business day
• If by courier: Upon delivery confirmation
• If by registered post: 5 business days after mailing

Independent Contractors

The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, employment, or franchise relationship. Neither party has authority to bind the other or make commitments on the other's behalf.

Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties and their permitted successors and assigns. No third party has any right to enforce any provision of this Agreement.

Language

This Agreement is executed in English. If translated, the English version shall prevail in case of any conflict or inconsistency.

Headings

Headings and section titles are for convenience only and do not affect the interpretation of this Agreement.

Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one agreement. Electronic signatures shall have the same force and effect as original signatures.

Website Terms of Use

Acceptable Use

When using our website, you agree to:

• Use the website only for lawful purposes
• Not interfere with or disrupt the website or servers
• Not attempt to gain unauthorized access to any systems or data
• Not transmit malware, viruses, or harmful code
• Not scrape, crawl, or harvest content without permission
• Not impersonate others or misrepresent your affiliation
• Not use automated systems (bots) without authorization

User Content

If you submit content to our website (e.g., comments, feedback, testimonials):

• You grant Auwave a non-exclusive, royalty-free, perpetual license to use, display, and distribute that content
• You represent that you own or have rights to the content
• You will not submit content that is illegal, defamatory, or infringes third-party rights
• Auwave reserves the right to remove any content at our discretion

Disclaimer for Website Content

Information on our website is provided for general informational purposes only. While we strive for accuracy:

• We make no warranties about the completeness, accuracy, or reliability of website content
• Information may become outdated or contain errors
• Website content is not professional advice and should not be relied upon as such
• Third-party links are provided for convenience and we are not responsible for their content

Contact Information

For questions about these Terms and Conditions, please contact us:

Auwave Private Limited
Flat No C-205, Neeraja Sarovar Apartment
Krishnarajapuram, Bangalore North
Bengaluru, Karnataka, India – 560036

Contact Channels

Our team is available to assist you

legal@auwave.com

contact@auwave.com

support@auwave.com

privacy@auwave.com

Phone Support

Reach us during business hours

+91 70621 23799

+91 80056 48868

Website

www.auwave.com

Acknowledgment

BY USING OUR WEBSITE OR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS AND OUR PRIVACY POLICY.

IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT USE OUR WEBSITE OR SERVICES.