Terms & Conditions

Terms and Conditions Overview

These Terms and Conditions ("Agreement") govern the provision of software development, consulting, and related services by Enxora Software Solutions ("Enxora," "Company," "we," "us," or "our") to clients ("Client," "you," or "your").

By engaging our services, accessing our website, or entering into a service agreement with Enxora, you acknowledge that you have read, understood, and agree to be bound by these terms and conditions in their entirety.

Definitions

For the purposes of this Agreement, the following definitions apply:

Services Provided

Enxora provides comprehensive software development and technology consulting services designed to meet diverse business needs across industries.

Service Delivery Methods

• Fixed-price project engagements with defined scope and deliverables
• Time and materials contracts for flexible, ongoing development
• Dedicated team arrangements for extended project partnerships
• Consulting and advisory services for strategic technology guidance
• Maintenance and support retainers for post-deployment services

Acceptance of Terms

By engaging Enxora's services through any of the following actions, you explicitly agree to be bound by these Terms and Conditions:

• Signing a Statement of Work, Service Agreement, or Project Contract
• Making payment for any services or placing a service order
• Accessing our client portal, project management systems, or development environments
• Participating in project planning meetings or technical discussions
• Submitting project requirements, specifications, or technical documentation

Capacity and Authority

By accepting these terms, you represent and warrant that:

• You have the legal capacity and authority to enter into this Agreement
• If representing an organization, you are authorized to bind that entity
• You have read and understand all terms and conditions herein
• Your acceptance is voluntary and not the result of fraud, duress, or misrepresentation

Client Obligations and Responsibilities

Successful project delivery requires active client participation and adherence to specified obligations throughout the engagement.

Information and Access Requirements

• Provide accurate, complete project requirements and specifications in a timely manner
• Grant necessary access to existing systems, databases, and relevant technical infrastructure
• Designate qualified personnel for project communication and decision-making authority
• Respond to development queries and provide feedback within agreed timeframes
• Conduct user acceptance testing and provide written approval of deliverables

Technical Environment and Compliance

• Maintain appropriate hardware, software, and network infrastructure for project requirements
• Ensure compliance with all applicable laws, regulations, and industry standards
• Implement recommended security measures and access controls
• Provide necessary licenses for third-party software and services
• Maintain data backups and disaster recovery procedures as recommended

Communication and Project Management

• Attend scheduled project meetings and status review sessions
• Provide timely feedback on prototypes, mockups, and development milestones
• Communicate changes in business requirements or project priorities promptly
• Designate a primary point of contact for all project-related communications
• Maintain professional and respectful communication with Enxora team members

Intellectual Property Rights

Intellectual property ownership is a fundamental aspect of our service agreements, with clear delineations between pre-existing rights, custom developments, and shared innovations.

Client-Owned Intellectual Property

Upon full payment of all fees, clients receive ownership rights to:

• Custom software applications developed exclusively for the client
• Client-specific business logic, algorithms, and proprietary methodologies
• Documentation, user manuals, and technical specifications created for the project
• Database schemas and data structures designed specifically for client use
• Custom integrations and interfaces developed for client systems

Enxora-Retained Rights

Enxora retains full ownership of:

• Pre-existing proprietary frameworks, tools, and development methodologies
• General programming techniques, algorithms, and industry best practices
• Reusable code components and libraries not specific to client requirements
• Development processes, project management methodologies, and quality assurance procedures
• Know-how, experience, and skills acquired during the engagement

Third-Party Intellectual Property

• Open-source software components used under their respective licenses
• Commercial software licenses procured by client or included in project costs
• Third-party APIs, services, and integrations subject to their terms of use
• Stock images, fonts, or other licensed assets incorporated into deliverables

License Grants

Enxora grants clients a perpetual, non-exclusive license to use our retained intellectual property incorporated into delivered solutions. Clients grant Enxora a limited license to their intellectual property solely for the purpose of providing contracted services.

Payment Terms and Conditions

Clear and fair payment terms ensure smooth project execution and maintain positive business relationships throughout the engagement.

Payment Structure Options

Invoice Terms and Payment Processing

• All invoices are due within 30 days of receipt unless otherwise specified
• Late payment charges of 1.5% per month apply to overdue amounts
• Accepted payment methods include bank transfers, corporate checks, and approved online payment platforms
• International payments may incur additional processing fees
• All fees are quoted exclusive of applicable taxes unless explicitly stated

Scope Changes and Additional Work

Changes to project scope require written approval and may result in:

• Revised project timeline and delivery schedules
• Additional development costs based on current hourly rates
• Modified testing and deployment procedures
• Updated documentation and training requirements

Expense Reimbursement

Client-approved expenses are reimbursable, including:

• Third-party software licenses and cloud service costs
• Travel and accommodation for on-site consulting
• Specialized hardware or equipment purchases
• Certification and compliance testing fees

Project Delivery and Acceptance

Our structured delivery process ensures quality deliverables that meet client requirements while maintaining professional standards and clear acceptance criteria.

Development Methodology

Enxora employs agile development methodologies with regular deliverables and client feedback integration:

• Sprint-based development cycles with regular demos and reviews
• Continuous integration and automated testing procedures
• Version control and change management throughout development
• Regular status reporting and progress tracking
• Risk assessment and mitigation planning

Quality Assurance and Testing

• Code reviews by senior developers and technical architects
• Automated unit testing and integration testing
• Performance testing and optimization
• Security vulnerability scanning and remediation
• Cross-browser and cross-platform compatibility testing
• User acceptance testing with client stakeholders

Delivery and Acceptance Process

1. Pre-delivery testing and internal quality assurance review
2. Delivery notification with access credentials and documentation
3. Client acceptance testing period (typically 10-15 business days)
4. Issue identification and resolution cycle
5. Final acceptance confirmation and project sign-off
6. Knowledge transfer and training sessions as required
7. Post-delivery support transition and documentation handover

Performance Standards

All deliverables must meet the following minimum standards:

• Functionality that substantially conforms to approved specifications
• Performance within agreed benchmarks and response times
• Compatibility with specified platforms and environments
• Security compliance with industry standards and client requirements
• Documentation completeness and accuracy

Confidentiality and Data Protection

Enxora is committed to maintaining the highest standards of confidentiality and data protection throughout all client engagements and beyond.

Confidential Information Definition

Confidential information includes, but is not limited to:

• Business strategies, plans, and proprietary methodologies
• Technical specifications, source code, and system architectures
• Customer data, user information, and personal identifiable information
• Financial information, pricing models, and commercial agreements
• Marketing strategies, competitive intelligence, and business relationships
• Any information marked as confidential or that should reasonably be considered confidential

Confidentiality Obligations

• Maintain strict confidentiality of all client information during and after the engagement
• Implement appropriate technical and organizational security measures
• Limit access to confidential information on a need-to-know basis
• Require all team members to sign individual confidentiality agreements
• Secure destruction of confidential materials upon project completion or termination

Data Security Measures

• Encrypted data transmission and storage using industry-standard protocols
• Access controls with multi-factor authentication requirements
• Regular security audits and vulnerability assessments
• Secure development environments isolated from production systems
• Incident response procedures for potential security breaches
• Compliance with GDPR, CCPA, and other applicable data protection regulations

Permitted Disclosures

Confidential information may be disclosed only when:

• Required by law, court order, or government regulation
• Necessary for performance of contracted services with prior client notification
• Already in the public domain through no breach of this agreement
• Independently developed without use of confidential information
• Explicitly authorized in writing by the disclosing party

Warranties and Service Guarantees

Enxora provides comprehensive warranties for delivered services while maintaining realistic expectations and clear limitations on guarantee scope.

Service Warranties

Enxora warrants that:

• Services will be performed in a professional and workmanlike manner
• Deliverables will substantially conform to approved specifications
• Work will be performed by qualified and experienced personnel
• Development follows industry best practices and coding standards
• Deliverables will be free from material defects for 90 days post-delivery

Technical Warranties

• Software will function according to documented specifications
• Code will be free from known security vulnerabilities at delivery
• Applications will operate within specified performance parameters
• Integration with specified third-party systems will function as designed
• Documentation will be accurate and complete for delivered functionality

Warranty Exclusions

Warranties do not cover issues resulting from:

• Client modifications to delivered software or systems
• Use of software outside specified operational parameters
• Integration with unauthorized third-party software or services
• Hardware failures or infrastructure inadequacies
• Force majeure events or circumstances beyond Enxora's control
• Failure to implement recommended security measures or updates

Warranty Remedies

For warranted defects, Enxora will:

1. Investigate and confirm the reported issue within 48 hours
2. Provide a resolution timeline based on severity and complexity
3. Repair or replace defective components at no additional cost
4. Provide workaround solutions for critical issues during resolution
5. Update documentation to reflect any changes made during repairs

Limitation of Liability

While Enxora strives for excellence in all engagements, reasonable limitations on liability protect both parties and ensure sustainable business relationships.

Liability Limitations

Enxora's total liability for all claims arising from any single project or engagement shall not exceed:

• The total fees paid by client for the specific project giving rise to the claim
• $100,000 USD for any single incident or series of related incidents
• The maximum amount recoverable under applicable professional liability insurance

Excluded Damages

Neither party shall be liable for indirect, incidental, or consequential damages including:

• Lost profits, revenue, or business opportunities
• Business interruption or operational delays
• Loss of data, information, or system availability
• Damage to reputation or goodwill
• Third-party claims or litigation costs
• Punitive or exemplary damages

Time Limitations

All claims must be brought within the following time limits:

• Warranty claims: Within 90 days of discovery of the alleged defect
• Professional negligence claims: Within one year of project completion
• Breach of contract claims: Within two years of the alleged breach
• All other claims: As specified by applicable statute of limitations

Client Responsibilities for Risk Mitigation

• Maintain appropriate data backups and disaster recovery procedures
• Implement recommended security measures and access controls
• Conduct regular testing of critical systems and applications
• Maintain adequate insurance coverage for business operations
• Promptly report any issues or concerns to Enxora

Termination of Services

Clear termination procedures protect both parties' interests while ensuring orderly conclusion of services and appropriate handling of deliverables and confidential information.

Termination for Convenience

Either party may terminate the agreement with written notice:

• 30 days notice for ongoing maintenance or support agreements
• 15 days notice for time and materials engagements
• Immediate notice for fixed-price projects upon completion of current milestone
• 60 days notice for dedicated team arrangements

Termination for Cause

Either party may terminate immediately for cause, including:

• Material breach of agreement terms that remains uncured after 10 days written notice
• Non-payment of invoices beyond agreed payment terms
• Breach of confidentiality or intellectual property rights
• Insolvency, bankruptcy, or assignment for benefit of creditors
• Violation of applicable laws or regulations

Termination Procedures

Upon termination, the following procedures apply:

1. Immediate cessation of all development work and services
2. Delivery of all completed deliverables and work in progress
3. Return or secure destruction of confidential information
4. Final invoicing for services performed through termination date
5. Transfer of access credentials and documentation
6. Transition planning for knowledge transfer and system handover

Post-Termination Obligations

• Payment obligations for services performed prior to termination
• Continued confidentiality protection for all shared information
• Return of client property and access materials
• Cooperation in orderly transition to alternative service providers
• Survival of warranty obligations for delivered services

Refund and Payment Policies

• No refunds for completed milestones or delivered services
• Prorated refunds for unused portions of prepaid services
• Client responsibility for payment of work performed through termination date
• Retention of client payments as partial compensation for termination costs

Dispute Resolution

Enxora is committed to resolving disputes efficiently and fairly through structured procedures that prioritize communication and mutually acceptable solutions.

Informal Resolution Process

Before initiating formal procedures, parties agree to attempt resolution through:

1. Direct discussion between project managers and designated client representatives
2. Escalation to senior management within 10 business days if initial discussions fail
3. Good faith negotiations with documented positions and proposed solutions
4. Technical review by independent subject matter experts if appropriate
5. Mediation by mutually agreed neutral third party

Formal Dispute Resolution

If informal resolution fails, disputes shall be resolved through:

• Binding arbitration under rules of the International Chamber of Commerce
• Single arbitrator selected by mutual agreement or ICC appointment
• Arbitration conducted in English language
• Location determined by arbitrator considering convenience and fairness
• Discovery limitations to ensure efficient and cost-effective proceedings

Expedited Procedures

For disputes involving amounts under $50,000 USD:

• Streamlined arbitration procedures with simplified rules
• Document-only proceedings unless oral hearing specifically requested
• Decision rendered within 60 days of arbitrator appointment
• Limited right of appeal for procedural errors only

Interim Relief

Either party may seek temporary injunctive relief from appropriate courts to:

• Prevent irreparable harm pending arbitration outcome
• Protect confidential information from unauthorized disclosure
• Preserve status quo during dispute resolution proceedings
• Enforce confidentiality and non-compete obligations

Costs and Fees

• Each party bears own legal fees and costs unless otherwise awarded
• Arbitration fees and costs shared equally between parties
• Prevailing party may recover reasonable attorney fees for enforcement actions
• Costs of expert witnesses borne by party calling such witnesses

Governing Law and Jurisdiction

Clear jurisdictional provisions ensure predictable legal framework for agreement interpretation and enforcement across international engagements.

Applicable Law

This Agreement shall be governed by and construed in accordance with:

• Laws of the jurisdiction where Enxora's primary business operations are located
• International commercial law principles where applicable
• Industry-specific regulations and standards as referenced in project specifications
• Consumer protection laws where services are provided to individual consumers

Jurisdiction and Venue

• Primary jurisdiction for legal proceedings as specified in individual service agreements
• Acceptance of jurisdiction by both parties for enforcement of arbitration awards
• Waiver of objections to jurisdiction and venue for agreed-upon forums
• Recognition that courts may exercise jurisdiction for interim relief matters

International Considerations

For international engagements, additional provisions apply:

• Compliance with local data protection and privacy regulations
• Currency conversion at rates prevailing on invoice dates
• Import/export compliance for software and technical documentation
• Tax obligations and withholding requirements per applicable treaties
• Recognition and enforcement procedures for foreign judgments

Regulatory Compliance

• Adherence to software licensing and intellectual property laws
• Compliance with cybersecurity and data breach notification requirements
• Industry-specific regulations (healthcare, financial services, government)
• Employment and contractor classification laws
• Anti-corruption and business ethics requirements

Terms Modification and Updates

Enxora reserves the right to modify these terms and conditions to reflect changes in business practices, legal requirements, and service offerings.

Modification Procedures

Changes to these terms require:

• Written notice to all active clients at least 30 days prior to effective date
• Prominent website posting of updated terms and effective date
• Email notification to registered users and newsletter subscribers
• Opportunity for clients to review and object to material changes
• Clear indication of specific sections modified and reasons for changes

Types of Modifications

Client Rights During Modifications

• Right to review all proposed changes before implementation
• Opportunity to negotiate alternative terms for ongoing projects
• Option to complete current projects under existing terms
• Right to terminate services without penalty if material changes are unacceptable
• Access to previous versions of terms for reference and comparison

Grandfathering Provisions

Active projects may continue under previous terms when:

• Changes would materially affect project scope, cost, or timeline
• Client provides written notice of intent to complete under existing terms within 10 days
• Project completion is scheduled within 90 days of modification effective date
• Changes do not involve legal compliance or security requirements

Version Control and Documentation

• All versions of terms maintained with effective dates and modification history
• Change logs documenting specific modifications and business justifications
• Archive of previous versions available upon client request
• Cross-references to applicable service agreements and project contracts

Additional Terms and Provisions

These additional provisions address miscellaneous but important aspects of the business relationship and service delivery framework.

Force Majeure

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

• Natural disasters, severe weather, or environmental catastrophes
• War, terrorism, civil unrest, or government actions
• Widespread internet outages or telecommunications failures
• Pandemic, epidemic, or public health emergencies
• Labor strikes, work stoppages, or supplier failures
• Changes in law or government regulations affecting service delivery

Independent Contractor Relationship

• Enxora operates as independent contractor, not employee or agent of client
• No authority to bind client or make commitments on client's behalf
• Responsibility for own taxes, insurance, and regulatory compliance
• Right to engage subcontractors subject to confidentiality requirements
• No exclusive relationship unless specifically agreed in writing

Severability

If any provision of this Agreement is deemed invalid or unenforceable:

• Remaining provisions continue in full force and effect
• Invalid provisions replaced with enforceable terms of similar economic effect
• Parties will negotiate in good faith to cure any enforceability issues
• Agreement interpreted to give maximum effect to parties' original intentions

Entire Agreement

• This Agreement, together with referenced documents, constitutes the entire agreement
• Supersedes all prior negotiations, representations, or agreements
• Modifications must be in writing and signed by authorized representatives
• Conflicts between documents resolved according to specified order of precedence

Assignment and Transfer

Rights and obligations under this Agreement:

• May not be assigned without prior written consent of the other party
• May be assigned to affiliates or in connection with mergers or acquisitions
• Benefit and bind successors and permitted assigns
• Include obligations to maintain confidentiality and service levels