Terms of Service

By accessing or using the website at rootcode.in (the "Site") or engaging Rootcode Solutions Private Limited ("Rootcode", "we", "our", "us") for software consultancy services, you agree to be bound by these Terms of Service ("Terms"). If you are acting on behalf of an organisation, you represent that you have the authority to bind that organisation to these Terms.

If you do not agree with any part of these Terms, you must not use the Site or our services. We reserve the right to amend these Terms at any time; continued use after amendments constitutes acceptance of the updated Terms.

Rootcode provides software engineering, artificial-intelligence product development, intelligent automation, SaaS engineering, product design & UX, and cloud & DevOps consultancy services (collectively, "Services"). The specific scope, deliverables, timelines, and fees for each engagement are set out in a separately executed Statement of Work (SOW) or Master Services Agreement (MSA), which together with these Terms constitute the full agreement between the parties.

Information on the Site is for general informational purposes only and does not constitute a binding offer. Any engagement begins only upon execution of a signed SOW or MSA.

The Site is intended for use by individuals who are at least 18 years of age and businesses with the legal capacity to enter into binding contracts. By using the Site, you represent and warrant that you meet these requirements.

Our services are intended for business customers (B2B). We do not contract directly with consumers for personal, household, or family purposes.

Certain features or client portals may require you to create an account. You are responsible for maintaining the confidentiality of your credentials and for all activities that occur under your account. You must notify us immediately at hello@rootcode.in if you suspect any unauthorised use of your account.

We reserve the right to suspend or terminate accounts that violate these Terms, that are associated with fraudulent activity, or where we are required to do so by law.

Our pre-existing IP

All content on the Site — including text, graphics, logos, code snippets, and design — is owned by or licensed to Rootcode and is protected by Indian and international intellectual property law. You may not reproduce, distribute, or create derivative works without our prior written consent.

Client deliverables

Upon receipt of full payment, Rootcode assigns to the client all right, title, and interest in the custom-developed deliverables specified in the SOW, except for:

• Pre-existing IP: proprietary frameworks, libraries, tools, and methodologies developed by Rootcode prior to or independently of the engagement.
• Third-party components: open-source software, licensed APIs, and third-party libraries, which are subject to their respective licences.

Rootcode retains a non-exclusive, royalty-free licence to use non-confidential deliverables for portfolio and marketing purposes, unless expressly prohibited in the SOW.

Each party agrees to keep the other's Confidential Information strictly confidential and not to disclose it to any third party without prior written consent, except to employees, contractors, or advisers who need to know it for the purposes of the engagement and are bound by equivalent confidentiality obligations.

"Confidential Information" means any information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. It excludes information that: (a) is or becomes publicly known through no breach of this clause; (b) was already known to the receiving party; (c) is independently developed; or (d) must be disclosed by law or court order.

This confidentiality obligation survives termination or expiry of any SOW or MSA for a period of 3 years.

Unless otherwise specified in a SOW, the following default payment terms apply:

• Invoices are issued in INR, USD, GBP, or AED as agreed at the time of engagement.
• Payment is due within 30 days of the invoice date.
• Fixed-price projects require a 40% upfront deposit before work commences, 30% at the midpoint milestone, and 30% upon delivery.
• Time-and-materials engagements are invoiced monthly in arrears.
• Late payments attract interest at 1.5% per month (or the maximum rate permitted by law, whichever is lower) from the due date until payment in full.
• All fees are exclusive of applicable taxes (GST, VAT, withholding tax). The client is responsible for all applicable taxes in their jurisdiction.

Rootcode warrants that it will perform the Services with reasonable skill and care in accordance with the applicable SOW. Subject to this warranty, and to the fullest extent permitted by applicable law:

• The Site and all content are provided "as is" and "as available" without any warranty of any kind, express or implied.
• We do not warrant that the Site will be uninterrupted, error-free, or free of viruses or other harmful components.
• We expressly disclaim all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.

Nothing in these Terms excludes or limits any warranty that cannot be excluded or limited under applicable law.

To the maximum extent permitted by applicable law, Rootcode's total aggregate liability to you for any claim arising out of or in connection with these Terms or the Services — whether in contract, tort (including negligence), breach of statutory duty, or otherwise — shall not exceed the total fees paid by you to Rootcode in the 12 months preceding the claim.

Neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of revenue, loss of data, or loss of goodwill, even if advised of the possibility of such damages.

The limitations above do not apply to: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be limited by applicable law.

You agree to indemnify, defend, and hold harmless Rootcode and its directors, employees, contractors, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• Your use of or access to the Site or Services in violation of these Terms;
• Any content or data you provide to Rootcode that infringes a third party's intellectual property or other rights;
• Your violation of any applicable law or regulation.

Either party may terminate an SOW for convenience by providing 30 days' written notice, unless the SOW specifies a different notice period. Upon termination for convenience, Rootcode shall be entitled to payment for all work completed and reasonable costs incurred up to the termination date.

Either party may terminate immediately upon written notice if the other party: (a) commits a material breach and fails to remedy it within 14 days of written notice; (b) becomes insolvent or enters liquidation; or (c) engages in fraudulent conduct.

Sections 5 (IP), 6 (Confidentiality), 8 (Disclaimers), 9 (Liability), 10 (Indemnification), and 12 (Governing Law) survive termination.

These Terms and any disputes or claims arising out of or in connection with them or their subject matter shall be governed by and construed in accordance with the laws of India, without regard to conflict-of-law principles.

The parties agree to first attempt to resolve any dispute through good-faith negotiation within 30 days of written notice. If the dispute cannot be resolved through negotiation, it shall be finally settled by arbitration conducted in accordance with the Arbitration and Conciliation Act, 1996 (as amended). The seat and venue of arbitration shall be Mohali, Punjab, India. The arbitration shall be conducted in English by a sole arbitrator mutually appointed by the parties.

Notwithstanding the above, either party may seek emergency injunctive or other equitable relief from the courts of competent jurisdiction in Mohali to prevent irreparable harm pending arbitration.

If you are a consumer in the EU, you may have the right to use the European Commission's Online Dispute Resolution platform at ec.europa.eu/consumers/odr.