Terms of service

Acceptance of terms

These Terms of Service (the Terms) govern your use of ascentspark.com and any related sites, content, tools and communications we operate (together, the Site), and form the baseline for every professional engagement with Ascentspark Software Private Limited (Ascentspark, we, us). By using the Site or engaging our services you agree to these Terms.

Where you and Ascentspark sign a separate proposal, statement of work, master services agreement or non-disclosure agreement (an Agreement), that Agreement governs its subject matter and prevails over these Terms where the two conflict. Everything not covered by an Agreement remains covered here.

If you accept these Terms on behalf of a company or other legal entity, you confirm that you have the authority to bind that entity.

Our services

Ascentspark designs, builds, integrates, hosts and supports software: web and mobile platforms, business automation and ERP systems, AI and machine-learning solutions, IoT systems, video and live-streaming platforms, cloud and infrastructure management, and related consulting. We also build and operate products of our own, each of which may carry its own terms.

Descriptions on the Site are for general information. The specific scope, deliverables, milestones, assumptions and exclusions of any engagement are defined in the applicable Agreement, not by marketing copy.

We may improve, change or discontinue parts of the Site at any time. We aim to give reasonable notice for anything that affects a live engagement.

Proposals, scope and change

Work begins when both parties accept a written proposal or statement of work. A proposal is valid for 30 days from issue unless it says otherwise. Estimates are based on the information available at the time; where discovery is part of the engagement, the estimate may be refined after discovery with your approval.

Changes to scope, priorities, timelines or third-party dependencies are handled through a written change request, agreed by both parties before the work is done. We will always tell you when a request falls outside the agreed scope rather than absorb it silently and surprise you later.

Timelines depend on timely feedback, access, content and decisions from your side. Delays caused by missing inputs move the schedule accordingly.

Fees, invoicing and payment

Fees, currency, payment schedule and milestone structure are set out in the Agreement. Unless stated otherwise, invoices are payable within 15 days of the invoice date by bank transfer to the account named on the invoice.

• Fees are exclusive of applicable taxes, including GST, VAT, sales tax or withholding tax, which are added or deducted as the law requires. Where withholding applies, you will provide the certificate needed for us to claim credit.
• Third-party costs incurred on your behalf (cloud hosting, licences, app-store fees, SMS and email gateways, domains, certificates) are billed at cost or paid directly by you, as agreed.
• Overdue amounts may accrue interest at 1.5% per month or the maximum permitted by law, whichever is lower, and we may pause work and withhold deliverables until the account is current.
• Deposits and milestone payments for work already performed are non-refundable.

Your responsibilities

To let us do good work you agree to:

• Provide accurate, complete and timely information, content, credentials and access to systems we need, and keep them up to date.
• Nominate a decision-maker who can approve deliverables and answer questions within agreed response times.
• Hold all rights and permissions for any content, data, trademarks, software or third-party services you ask us to use, and ensure your use of our deliverables complies with the law where you operate.
• Maintain your own backups, security hygiene and account credentials for systems you own, unless we are contracted to do so.
• Test and accept deliverables within the acceptance window stated in the Agreement (10 working days by default). Deliverables not rejected in writing with specific reasons within that window are deemed accepted.

Intellectual property

Your materials. You keep every right in the content, data, brand assets and pre-existing software you give us. You grant us a limited licence to use them only to deliver the engagement.

Deliverables. On receipt of full payment for the relevant work, we assign to you all intellectual property in the bespoke deliverables created specifically for you under the Agreement, including source code, designs and documentation, unless the Agreement provides a different model such as a licence or subscription.

Our tools. Frameworks, libraries, components, processes, know-how and generic code that we developed before or independently of your engagement (Ascentspark Tools) remain ours. Where Ascentspark Tools are embedded in your deliverables we grant you a perpetual, worldwide, royalty-free, non-exclusive licence to use them as part of those deliverables.

Open source. Deliverables may include open-source software governed by its own licence. We identify material components on request and comply with their terms. Our own open-source libraries are released under the licence stated in each repository.

Portfolio. Unless the Agreement or your written instruction says otherwise, we may name you as a client and describe the work in general terms in our portfolio, proposals and case studies, after launch and without disclosing confidential information.

Confidentiality

Each party will keep the other party's non-public business, technical and financial information confidential, use it only for the engagement, and protect it with at least the care it uses for its own confidential information, and never less than reasonable care. This obligation continues for five years after the engagement ends, and indefinitely for trade secrets and personal data.

Confidentiality does not cover information that is public through no fault of the receiving party, already lawfully known to it, independently developed, or required to be disclosed by law or court order, in which case we will give you notice where the law allows.

We will sign your non-disclosure agreement before you share anything, or provide ours if you prefer.

Third-party services

Solutions often depend on services we do not control: cloud providers, payment gateways, app stores, communication APIs, analytics, AI model providers and open-source projects. Their availability, pricing, terms and changes are outside our control. You are responsible for accepting their terms and paying their fees where they are contracted in your name.

We select and integrate third-party services with care, but we do not warrant them, and our liability does not extend to their failures. Where a change in a third-party service requires rework, we will propose it as a change request.

Acceptable use

You agree not to use the Site or our services to:

• Break any law, infringe anyone's rights, or distribute unlawful, defamatory, hateful or infringing content.
• Attempt to gain unauthorised access to any system, interfere with the Site's operation, scrape it at scale, or probe it for vulnerabilities without written permission.
• Upload malicious code, or use our deliverables to build systems designed to harm, surveil or discriminate against people unlawfully.
• Misrepresent your identity or your authority to act for an organisation.

We may suspend access or pause work where we reasonably believe these rules are being broken, and we will tell you why.

Warranties and disclaimers

We warrant that services will be performed with reasonable skill and care by suitably qualified people, and that bespoke deliverables will materially conform to the agreed specification for 30 days after acceptance (the Warranty Period), unless the Agreement provides a longer period or a separate support arrangement. Our sole obligation for a warranty breach is to correct the non-conformity at no charge within a reasonable time.

The warranty does not cover issues caused by changes made by you or third parties, misuse, use outside the agreed environment, third-party services, or data you supplied.

Except as expressly stated, the Site and our services are provided as is and we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement, to the fullest extent permitted by law. Software is never entirely free of defects, and we do not warrant uninterrupted or error-free operation.

Limitation of liability

To the maximum extent permitted by law, neither party is liable to the other for indirect, incidental, special, consequential or punitive damages, or for loss of profit, revenue, goodwill, data or business opportunity, however caused, even if advised of the possibility.

Each party's total aggregate liability arising out of or related to an engagement, whether in contract, tort or otherwise, is limited to the fees paid or payable by you to Ascentspark under the relevant Agreement in the 12 months preceding the event giving rise to the claim.

These limits do not apply to liability that cannot be limited by law, to either party's breach of confidentiality, to infringement of the other party's intellectual property, to fraud or wilful misconduct, or to your obligation to pay fees.

Indemnities

By us. We will defend and indemnify you against third-party claims that a bespoke deliverable, as delivered by us and used as agreed, infringes that third party's intellectual property, provided you notify us promptly, give us control of the defence and reasonable cooperation. We may modify or replace the deliverable, obtain a licence, or refund the fees for the affected part.

By you. You will defend and indemnify us against third-party claims arising from content, data or materials you supplied, your breach of the law or these Terms, or your use of deliverables outside their intended purpose.

Term and termination

These Terms apply while you use the Site and for the duration of any engagement. Either party may end an engagement for convenience with 30 days' written notice unless the Agreement states otherwise. Either party may terminate immediately if the other commits a material breach that is not remedied within 15 days of written notice, or becomes insolvent.

On termination you pay for all work performed and costs committed up to the effective date, and on payment we hand over the work-in-progress in its current state. Clauses on intellectual property, confidentiality, payment, liability, indemnity and governing law survive termination.

Data protection

How we handle personal data is described in our Privacy Policy. Where we process personal data on your behalf as part of an engagement, we act as a processor (or data fiduciary's processor under Indian law) on your documented instructions, apply appropriate technical and organisational security measures, assist with data-subject requests and breach notification, and sign a data-processing agreement on request, including standard contractual clauses for international transfers where needed.

You remain responsible for the lawful basis, notices and consents for any personal data you ask us to process.

Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, epidemics, war, civil unrest, government action, labour disputes, widespread internet or utility failures, or failures of third-party providers. The affected party will notify the other promptly, use reasonable efforts to mitigate, and timelines extend for the period of the event. If an event continues for more than 60 days either party may terminate the affected engagement on written notice.

Governing law and disputes

These Terms and any Agreement are governed by the laws of India, without regard to conflict-of-law principles. The parties will first try in good faith to resolve any dispute through discussion between senior representatives within 30 days.

Failing that, disputes will be referred to binding arbitration under the Arbitration and Conciliation Act, 1996, before a sole arbitrator appointed by mutual agreement, seated in Kolkata, West Bengal, conducted in English. Courts at Kolkata have exclusive jurisdiction over any matter not subject to arbitration, including interim relief. Nothing prevents either party from seeking injunctive relief to protect intellectual property or confidential information in any competent court.

If you are a consumer in a jurisdiction whose mandatory law gives you additional rights, those rights are not affected.

General terms

• Entire agreement. These Terms together with any Agreement are the entire understanding between us on their subject matter and replace prior discussions.
• Assignment. Neither party may assign its rights without the other's consent, except to a successor in a merger or sale of substantially all assets.
• Subcontracting. We may use vetted subcontractors under written confidentiality obligations; we remain responsible for their work.
• Non-solicitation. During an engagement and for 12 months after, neither party will directly solicit for employment the other's staff who worked on it, without consent.
• Severability and waiver. If any clause is unenforceable the rest remains in force. Failure to enforce a right is not a waiver of it.
• Notices. Formal notices must be in writing to the addresses in the Agreement, or via the contact page for Site matters.
• Changes. We may update these Terms. The effective date at the top tells you when. Material changes to an active engagement will be agreed in writing, not imposed.