Terms of Service

1. Acceptance of Terms

By accessing or using the services provided by Prepbay Software Solutions ("Company," "we," "our," or "us"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, please do not use our services.

These Terms constitute a legally binding agreement between you ("Client," "you," or "your") and Prepbay Software Solutions. Your use of our services constitutes your acceptance of these Terms.

2. Definitions

In these Terms, the following definitions apply:

3. Services

3.1 Scope of Services

Prepbay Software Solutions provides software development and IT consulting services as described on our website or in specific project agreements. The scope, timeline, and deliverables for each project will be defined in a separate Statement of Work (SOW) or Project Agreement.

3.2 Service Modifications

We reserve the right to modify, suspend, or discontinue any part of our services at any time. We will provide reasonable notice of significant changes that may affect existing projects.

3.3 Third-Party Services

Our services may integrate with third-party platforms, tools, or services. We are not responsible for the availability, reliability, or terms of these third-party services.

4. Intellectual Property

4.1 Ownership of Deliverables

Upon full payment, Client shall own all rights, title, and interest in the custom-developed deliverables created specifically for them, excluding our pre-existing materials, frameworks, and tools.

4.2 Our Pre-existing Materials

We retain all rights to our pre-existing code libraries, frameworks, methodologies, and tools. We grant Client a perpetual, non-exclusive license to use such materials as incorporated into the deliverables.

4.3 Third-Party Components

Deliverables may include third-party components with their own licenses. Client agrees to comply with all applicable third-party license terms.

4.4 Feedback and Suggestions

Any feedback or suggestions provided by Client may be used by us without obligation or compensation.

5. Client Obligations

5.1 Cooperation and Information

Client agrees to:

• Provide timely access to required information and resources
• Assign a point of contact for project communications
• Provide feedback and approvals within agreed timeframes
• Make decisions promptly to avoid project delays

5.2 Compliance with Laws

Client agrees to comply with all applicable laws and regulations, including data protection and privacy laws.

5.3 Acceptable Use

Client shall not use our services for:

• Illegal or unauthorized purposes
• Infringing intellectual property rights
• Distributing malware or harmful code
• Harassment or harmful activities

6. Fees & Payment

6.1 Fees

Fees for services will be as agreed in the project proposal or agreement. Unless otherwise specified:

• 50% advance payment required to commence work
• 25% payment upon milestone completion
• 25% payment upon project completion

6.2 Payment Terms

Invoices are due within 15 days of receipt. Late payments may incur interest at 2% per month and may result in suspension of services.

6.3 Taxes

Client is responsible for all applicable taxes, including GST. Our fees do not include taxes unless stated otherwise.

6.4 Currency

All fees are in Indian Rupees (INR) unless otherwise agreed. International clients are responsible for currency conversion fees.

7. Project Timeline

7.1 Estimated Timelines

Project timelines provided are estimates based on current information. Delays may occur due to:

• Changes in project scope
• Client response delays
• Technical challenges
• Third-party dependencies

7.2 Delays

We will notify Client of any anticipated delays. Client delays in providing feedback or approvals may extend project timelines.

7.3 Milestones

Projects may be divided into milestones with specific deliverables and timelines. Milestone completion triggers payment as agreed.

8. Confidentiality

8.1 Confidential Information

Both parties agree to maintain the confidentiality of all non-public information disclosed during the engagement.

8.2 Exclusions

Confidential Information does not include information that:

• Is or becomes publicly available
• Was known prior to disclosure
• Is independently developed
• Is required to be disclosed by law

8.3 NDA

We are happy to sign a separate Non-Disclosure Agreement (NDA) before discussing project details.

9. Warranties

9.1 Our Warranties

We warrant that:

• Services will be performed in a professional manner
• Deliverables will conform to agreed specifications
• We have the right to provide the services

9.2 Warranty Period

We provide a 30-day warranty period after project completion to fix any bugs or issues that prevent the software from meeting specifications.

9.3 Disclaimer

Except as expressly stated, services are provided "as is" without warranties of merchantability, fitness for a particular purpose, or non-infringement.

10. Limitation of Liability

To the maximum extent permitted by law:

• Neither party shall be liable for indirect, incidental, or consequential damages
• Our total liability shall not exceed the fees paid for the specific project giving rise to the claim
• This limitation applies regardless of the theory of liability

11. Indemnification

Client agrees to indemnify and hold harmless Prepbay Software Solutions, its employees, and agents from claims arising from:

• Client's breach of these Terms
• Client's violation of applicable laws
• Client's content or materials provided to us
• Client's use of deliverables in violation of third-party rights

12. Termination

12.1 Termination by Client

Client may terminate a project with 30 days written notice. Client shall pay for all work completed up to termination date.

12.2 Termination by Us

We may terminate this agreement if Client:

• Fails to make timely payments
• Breaches these Terms
• Provides illegal or inappropriate materials

12.3 Effect of Termination

Upon termination, Client shall pay for all work completed. We will deliver all work products for which payment has been received.

13. Governing Law

These Terms shall be governed by and construed in accordance with the laws of India. Any disputes shall be subject to the exclusive jurisdiction of the courts in Hyderabad, Telangana.

Registered Office: Hyderabad, Telangana, India

14. Dispute Resolution

14.1 Informal Resolution

Before filing any legal action, parties agree to attempt informal resolution through negotiation and good faith discussions.

14.2 Arbitration

If informal resolution fails, disputes shall be resolved by binding arbitration in Hyderabad, in accordance with the Arbitration and Conciliation Act, 1996.

14.3 Costs

Each party shall bear its own costs in dispute resolution, unless the arbitrator awards costs to the prevailing party.

15. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including:

• Acts of God, natural disasters
• War, terrorism, civil unrest
• Government actions
• Pandemics, epidemics
• Internet outages, cyber attacks
• Labor disputes

16. Amendments

We reserve the right to modify these Terms at any time. Changes will be effective upon posting to our website. Your continued use of our services constitutes acceptance of modified Terms.

For material changes, we will provide notice through our website or via email.

17. Contact Information

If you have questions about these Terms, please contact us: