This Master Services Agreement ('Agreement' or 'Terms') constitutes a legally binding contract between Qualtriq Software Solutions Pvt. Ltd. ('Qualtriq', 'we', 'us', or 'our'), a software engineering and cloud infrastructure firm based in New Delhi, India, and the enterprise or entity accessing our platform or contracting our engineering services ('Client', 'you', or 'your').

By executing a Statement of Work ('SOW'), submitting an approved technical scope blueprint, accessing our development repositories, or utilizing our staging infrastructure, you acknowledge that you have read, understood, and agreed to be bound by this Agreement and all incorporated schedules.

In the event of any irreconcilable conflict between the general provisions of these Terms and a mutually executed SOW, the specific technical milestones, commercial terms, and deliverable definitions in the SOW shall take precedence for that specific project engagement.

Qualtriq delivers high-performance enterprise software solutions, including bespoke cloud ERP platforms, scalable multi-tenant SaaS systems, cloud infrastructure & DevOps automation, mobile applications, data analytics pipelines, and AI workflow intelligence engines.

Each engagement is governed by a dedicated Statement of Work (SOW) or Architecture Specification Document that specifies: (a) architectural topology and technical stack, (b) sprint delivery milestones and timelines, (c) acceptance criteria and concurrency benchmarks, and (d) designated communication protocols.

Our engineering squads operate on modern agile two-week sprint cadences, conducting bi-weekly sprint reviews, continuous integration/continuous deployment (CI/CD) pipeline updates, and transparent milestone tracking via client-accessible project portals.

Successful delivery of enterprise software requires close technical coordination. The Client agrees to: (a) appoint a designated Technical Product Owner empowered to make architectural decisions, (b) provide timely access to necessary third-party APIs, sandbox environments, and cloud tenancy credentials, and (c) deliver business logic specifications required for sprint planning.

Sprint Deliverable Review: Client shall review staging deliverables and provide acceptance or documented functional discrepancies within five (5) business days of notification. If no written objections or discrepancy reports are received within this window, deliverables shall be deemed accepted for sprint progression.

Schedule Realignment: Any substantial delay in providing required API keys, third-party vendor approvals, or milestone sign-offs may necessitate sprint schedule recalibration and adjustment of downstream delivery dates.

Engineering commercials, milestone schedules, and payment terms are formally set forth in each individual Statement of Work. Billing is structured upon verified technical milestones (e.g., Architecture Blueprint, Core API Release, MVP Staging Deployment, Production Release).

Invoices are payable within fifteen (15) calendar days from issuance ('Net-15') via bank electronic funds transfer (NEFT/RTGS/IMPS), international wire transfer (SWIFT), or corporate digital checkout. All fees are exclusive of applicable Indian Goods and Services Tax (GST) or international withholding levies where mandated by local jurisdictions.

Delinquency & Work Suspension: If an approved milestone invoice remains unpaid past thirty (30) days following due date, Qualtriq reserves the right, upon seven (7) days written notification, to temporarily suspend active sprint deployments and staging access until accounts are brought into good standing.

Upon full settlement of milestone fees associated with the applicable SOW, Qualtriq unconditionally assigns and transfers to Client all worldwide right, title, and interest in and to the custom software deliverables ('Client Work Product'). This encompasses all custom source code, database schemas, API connectors, UI/UX design tokens, Figma assets, and production deployment scripts.

Zero Vendor Lock-In: Qualtriq does not retain proprietary holdbacks or encryption locks over custom software engineered for the Client. Client maintains full liberty to modify, deploy, scale, host, relicense, or transition the codebase to internal engineering pods or third-party maintainers at any time.

Qualtriq retains ownership of its pre-existing foundational developer tooling, generic boilerplates, and reusable micro-libraries developed prior to or independently of this Agreement ('Qualtriq Background IP'). To the extent Background IP is embedded in final deliverables, Qualtriq grants Client a perpetual, irrevocable, royalty-free, worldwide license to use, execute, and compile such IP within the deliverable.

Open-Source Integrity: Qualtriq adheres to strict open-source governance standards. We utilize only industry-standard permissive open-source libraries (e.g., MIT, Apache 2.0, BSD). Qualtriq strictly prohibits the introduction of viral copyleft licenses (such as GPLv3 or AGPL) into proprietary client codebases without explicit written consent.

Modern agile engineering frequently uncovers new market opportunities during development. When Client requests feature modifications or architectural extensions outside the scope defined in the active SOW, Qualtriq implements a formalized Change Request ('CR') protocol.

The CR document outlines: (a) functional requirements of the change, (b) estimated engineering hours and cloud resource impacts, (c) commercial adjustments, and (d) impact on sprint release milestones.

No out-of-scope work is commenced or billed without formal written approval (via electronic sign-off or recorded product management confirmation) from the Client's authorized Product Owner.

Qualtriq warrants that custom software developed under the applicable SOW shall operate in substantial conformity with approved technical specifications for a period of thirty (30) calendar days following official production launch ('Warranty Period').

Defect Remediation: During the Warranty Period, Qualtriq will remediate any reproducible Severity-1 (system-down or critical data integrity failure) and Severity-2 (major workflow malfunction without operational workaround) functional defects at zero additional cost.

Exclusions: Warranty coverage excludes defects arising from: (a) unauthorized modifications made by Client or third parties, (b) unannounced breaking changes in third-party APIs or external cloud hosting providers, or (c) operational misuse outside documented system thresholds.

Both parties mutually agree that all business strategies, source code, system topology diagrams, database structures, customer records, and commercial negotiations disclosed during the engagement constitute confidential information ('Confidential Information').

Each party covenants to: (a) protect Confidential Information with the same degree of care used for its own sensitive data, but not less than reasonable care, (b) restrict disclosure strictly to engineering team members with a legitimate need-to-know under confidentiality obligations, and (c) avoid reverse engineering or unauthorized disclosure to external parties.

Data Security & Privacy: Qualtriq enforces robust data protection protocols in compliance with the Indian Information Technology Act, 2000, and internationally recognized SOC-2 data governance best practices. We never sell, monetize, or harvest Client data.

To the maximum extent permitted by applicable law, neither party shall be liable to the other for indirect, incidental, consequential, punitive, or special damages, including loss of business profits, goodwill, or commercial interruption, even if advised of the possibility of such damages.

Total Liability Cap: The maximum aggregate liability of either party arising out of or related to this Agreement or any applicable SOW shall not exceed the total fees paid or payable by Client to Qualtriq under the specific Statement of Work during the six (6) months preceding the claim.

Mutual IP Indemnification: Qualtriq indemnifies Client against verified third-party legal claims alleging that custom software delivered by Qualtriq infringes registered intellectual property rights. Client similarly indemnifies Qualtriq against claims arising from client-supplied assets, branding, or specifications.

Either party may terminate an ongoing SOW for convenience upon thirty (30) calendar days written notice, or immediately for material breach if the defaulting party fails to cure such breach within fifteen (15) days of receiving formal written notification.

Orderly Codebase Handover: In the event of contract termination, Qualtriq guarantees prompt and structured handover of all completed work-in-progress code repositories, container images, architecture documentation, and cloud deployment access, subject to settlement of outstanding invoices for completed sprint milestones.

Transition Support: If requested, Qualtriq provides paid transitional engineering consultation to assist Client's internal engineering pods or incoming maintainers with seamless codebase onboarding.

This Agreement shall be construed, interpreted, and governed in accordance with the substantive laws of India, without regard to conflicts of law principles.

Executive Escalation: Prior to initiating formal dispute proceedings, the parties agree to engage in good-faith executive negotiations between their respective Managing Directors or authorized senior leadership for a minimum period of twenty-one (21) days.

Arbitration in New Delhi: Any unresolved dispute, controversy, or claim shall be referred to and finally resolved by binding arbitration administered under the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration shall be New Delhi, India. The proceedings shall be conducted in the English language before a sole arbitrator appointed by mutual agreement.