1. Introduction

These Terms & Conditions (“Agreement”) govern your use of services provided by Innotech Integration Services Pvt. Ltd. (“I-ISPL”, “we”, “us”, or “our”), hereinafter referred to as the “Company.” By engaging our services, you (“Client”, “you”, or “your”) accept and agree to be bound by this Agreement.

2. Definitions

• Services: Encompasses product design and development of electromechanical assemblies, including hardware design, mechanical enclosures, cable assemblies, software/firmware support, integration, testing, and supply as offered on i-ispl.com.
• Deliverables: Any prototypes, pilot batches, final hardware, firmware, software, testing reports, or related documentation supplied by I-ISPL.
• Client Materials: Data, designs, specifications, or materials provided by the Client for use in the Services.
• Confidential Information: Any non-public technical, commercial, or other proprietary information exchanged between the parties.

3. Scope of Services

I-ISPL will render services as agreed in a separate Statement of Work (SOW), which will detail phases such as design, prototyping, validation, pilot production, integration, testing (functional and burn-in), and delivery to i-ispl.com.

4. Client Responsibilities

You agree to:

• Provide accurate technical specifications, materials, and any necessary approvals on time.
• Review and approve design documents and prototypes promptly to prevent project delays.
• Supply existing IP materials or prior documentation if required.

5. Delivery & Acceptance

• Delivery of Deliverables shall follow the milestones set in the SOW.
• Acceptance will be based on pre-agreed criteria such as functional testing completion, quality parameters, and burn-in results.

6. Intellectual Property

• Unless mutually agreed otherwise, I-ISPL retains ownership of all intellectual property developed during the engagement.
• Upon full payment, a license (non-exclusive, perpetual, worldwide) may be granted to the Client to use the Deliverables, subject to the terms of the SOW.

7. Confidentiality

Both parties shall:

• Keep all Confidential Information strictly confidential during the engagement and for [e.g., 3 years] thereafter.
• Use such information solely for the purposes outlined in this Agreement and not disclose it to third parties without express written consent.

8. Warranties & Liability

• I-ISPL warrants that the services will be performed professionally and with due skill consistent with industry standards.
• To the maximum extent permitted by law, I-ISPL’s liability is limited to direct damages up to the total fees paid. Indirect or consequential damages are excluded.

9. Pricing & Payment

• Fees will be as per the SOW and invoiced according to agreed milestones.
• Invoices are payable within 30 days of receipt. Late payments may incur interest at [X]% per month or as per statutory limits.

10. Changes

• Any variation to scope, timeline, or cost must be documented via a Change Order, signed by both parties, and may affect project cost and delivery schedule.

11. Termination

• Either party may terminate the Agreement for material breach by the other, if the breach remains uncured after [e.g., 15 days] written notice.
• On termination, outstanding payments become immediately due, and both parties must return any Confidential Information and Client Materials.

12. Force Majeure

Neither party will be liable for failure or delay caused by events beyond reasonable control, including natural disasters, acts of war, pandemics, or government action.

13. Governing Law & Dispute Resolution

This Agreement shall be governed by the laws of India. Any disputes shall be resolved via arbitration in Mysuru, Karnataka, in accordance with the Indian Arbitration and Conciliation Act, or through courts in Karnataka as mutually agreed.

14. General

• Entire Agreement: This document, along with the SOW, contains the full agreement between the parties.
• Assignment: You may not assign your rights without prior written consent from I-ISPL.
• Severability: If any provision is held invalid, the remainder shall still be enforceable.
• Amendments: Changes to this Agreement require written, signed consent from both parties.