Terms & Conditions

1. Scope of Services & Contractual Engagement

Talent Tech is an Indian technology agency offering end-to-end IT solutions, including but not limited to:

• Custom Customer Relationship Management (CRM) development (such as Gym CRM, Financial Sales CRM, Salon CRM, and Lead Management platforms);
• Tally ERP / Tally Prime to Power BI integration and interactive Business Intelligence (BI) dashboard design;
• Workflow automation using Google Workspace, Google Sheets, and custom Apps Scripting;
• Legacy data conversion, digitalization, data mining, and dedicated back-office technical support.

Specific project milestones, deliverables, timelines, and commercial fees will be governed by individual Proposals, Statements of Work (SOW), or Service Level Agreements (SLAs) signed or agreed electronically between Talent Tech and the respective Client.

2. Client Obligations & Warranties

To ensure timely and accurate delivery of IT and automation solutions, the Client agrees to:

• Provide timely access to required third-party software credentials, API keys, sample data, and Tally/Google Workspace environments as required for development and testing;
• Designate a primary project coordinator to provide prompt feedback, milestone approvals, and clarification during requirement analysis and sprint reviews;
• Data Legality Warranty: Warrant that all customer lists, financial databases, or historical records shared with Talent Tech for migration or reporting comply with Indian data privacy regulations and do not infringe upon any third-party intellectual property or privacy rights.

3. Pricing, Invoicing & Payment Terms

Commercial terms are structured based on the agreed project scope:

• Milestone Payments: Software development and integration projects are generally billed in structured milestones (e.g., Advance mobilization fee upon sign-off, interim sprint completion, and final delivery/deployment).
• Applicable Taxes (GST): All professional fees quoted by Talent Tech are exclusive of Goods and Services Tax (GST) unless explicitly stated otherwise. Applicable GST at prevailing rates (as per Indian tax laws) will be added to all formal tax invoices.
• Payment Schedule & Overdue Settlement: Invoices are payable within seven (7) calendar days of issuance unless otherwise stipulated in the SOW. In the event of delayed payment exceeding fifteen (15) days, Talent Tech reserves the right to suspend active development, cloud staging environments, or technical maintenance until outstanding dues are cleared.

4. Intellectual Property Rights (IPR) & Licensing

Our intellectual property framework balances client ownership with our modular engineering frameworks:

• Client-Specific Deliverables: Upon full and final settlement of all invoiced professional fees, the specific custom code, unique business intelligence formulas, and tailored dashboard layouts developed exclusively for the Client shall vest in and become the property of the Client.
• Pre-Existing Code & Proprietary Frameworks: Talent Tech retains sole intellectual property ownership over its pre-existing core codebases, reusable architectural modules, background automation scripts, and productized engines (such as the core Gym CRM or Financial CRM architecture). The Client is granted a non-exclusive, non-transferable, perpetual license to use these modular engines as embedded within their delivered customized solution for their own internal business operations.

5. Confidentiality & Non-Disclosure (Section 72, IT Act)

Both Talent Tech and the Client mutually covenant to strictly safeguard all confidential information exchanged during the course of the engagement. In strict adherence to Section 72 of the Information Technology Act, 2000:

• Neither party shall disclose, publish, or share any trade secrets, financial records, proprietary algorithms, or sensitive customer data to any unauthorized third party without prior written consent;
• Confidentiality obligations shall survive the termination or completion of the project for a period of three (3) years.

6. Software Warranty & Maintenance Support

Talent Tech takes pride in delivering high-performance, bug-free automation solutions:

• Post-Deployment Warranty: Custom software solutions come with a standard thirty (30) to sixty (60) day technical warranty from the date of live deployment, during which any structural bugs or deviations from the agreed proposal will be rectified free of charge.
• Ongoing AMC / SLA Support: Long-term technical support, API updates, cloud hosting management, and feature enhancements after the warranty period are governed by separate Annual Maintenance Contracts (AMC) or monthly support packages.

7. Limitation of Liability

To the maximum extent permitted by applicable Indian law:

• Talent Tech shall not be liable for any indirect, incidental, punitive, special, or consequential damages, including loss of business profits, operational interruption, or data loss resulting from third-party server outages (such as unexpected downtime or API deprecations by Google, Microsoft, AWS, WhatsApp, or Tally Solutions).
• Liability Cap: Under no circumstances shall Talent Tech’s total cumulative liability arising out of or relating to any project engagement, contract breach, or software delivery exceed the total professional fees actually received by Talent Tech from the Client for the specific deliverable giving rise to the claim during the preceding six (6) months.

8. Termination of Engagement

Either party may terminate a project agreement upon written notice under the following conditions:

• Material Breach: If either party commits a material breach of these Terms or the SOW and fails to remedy such breach within fifteen (15) calendar days of receiving formal written notification.
• Consequences of Termination: Upon termination, the Client shall pay Talent Tech for all engineering hours expended, milestones achieved, and third-party software expenses incurred up to the formal date of termination.

9. Force Majeure

Neither party shall be held liable for failure or delay in fulfilling contractual obligations if such delay arises from acts of God, natural disasters, severe telecommunication or fiber-optic outages, acts of government or civil authorities, state-wide lockouts, or sophisticated cyber incidents beyond the prevention of industry-standard security protocols ("Force Majeure Events").

10. Governing Law & Dispute Resolution

These Terms & Conditions are governed exclusively by the laws of the **Republic of India** (including the Indian Contract Act, 1872 and Information Technology Act, 2000):

• Amicable Resolution: Any dispute, controversy, or claim arising out of this agreement shall first be attempted to be resolved amicably through good-faith negotiations between senior representatives within thirty (30) days.
• Exclusive Jurisdiction: If unresolved through negotiation, the dispute shall be subject to the sole and exclusive jurisdiction of the competent civil courts located in **Kolkata, West Bengal, India**.

11. Contact Details & Legal Notices

For any contractual notices, legal inquiries, or clarification regarding these Terms and Conditions, please contact us at: