Terms & Conditions

These Terms and Conditions ("Terms", "Agreement") constitute a legally binding agreement between you ("User", "Client", "Customer", "you", "your") and KSBM Infotech Pvt Ltd ("Company", "KSBM", "we", "us", "our"), a company incorporated under the Companies Act, 2013, having its registered office in Delhi, India, governing your access to and use of our websites, platforms, applications, products, and services (collectively, "Services"). By accessing, browsing, registering, purchasing, or using any of our Services, you irrevocably agree to be bound by these Terms in their entirety. If you do not agree with any provision herein, you must immediately discontinue use of all Services.

1. DEFINITIONS

1.1. "Services" means all products, solutions, platforms, software (SaaS), tools, features, APIs, integrations, consulting, implementation, training, maintenance, support, and any other offerings provided by KSBM Infotech, including but not limited to: AI chatbots, WhatsApp AI agents, AI voice calling bots, AI appointment booking systems, AI CRM automation, AI marketing automation, AI lead generation, AI customer support bots, AI sales automation, website development, app development, custom software development, cloud solutions, IT consulting, and digital marketing services.

1.2. "Subscription" means any recurring service plan, including monthly, quarterly, annual, or custom-period subscriptions for SaaS products and services.

1.3. "Deliverables" means the specific outputs, work products, code, designs, configurations, documentation, reports, and materials created by KSBM in the course of providing Services to you.

1.4. "Confidential Information" means any information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential, including business strategies, financial data, customer lists, proprietary technology, trade secrets, algorithms, source code, pricing, and any non-public information.

2. ELIGIBILITY AND ACCOUNT

2.1. You must be at least 18 years of age and have the legal capacity to enter into binding contracts to use our Services. By using our Services, you represent and warrant that you meet these eligibility requirements.

2.2. If you are using our Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and the organization agrees to be bound.

2.3. You are responsible for maintaining the confidentiality of your account credentials, including passwords, API keys, and access tokens. You are solely responsible for all activities that occur under your account. KSBM shall not be liable for any loss or damage arising from unauthorized access to your account due to your failure to maintain security of your credentials.

2.4. You agree to provide accurate, current, and complete information during registration and to update such information promptly to maintain its accuracy. KSBM reserves the right to suspend or terminate accounts with inaccurate or fraudulent information.

3. SERVICES AND SCOPE OF WORK

3.1. The specific scope, timeline, deliverables, pricing, and terms for each engagement shall be defined in a signed Statement of Work (SOW), Proposal, Service Agreement, or Order Form (collectively, "Project Agreement"). In the event of any conflict between these Terms and a Project Agreement, the provisions of the Project Agreement shall prevail with respect to the specific engagement, while these Terms shall govern all other matters.

3.2. KSBM Infotech shall use commercially reasonable efforts to provide Services in a professional and workmanlike manner consistent with generally accepted industry standards. However, KSBM does not guarantee specific outcomes, results, performance metrics, revenue generation, lead conversion rates, or return on investment unless explicitly stated in writing in a Project Agreement.

3.3. Any services not expressly included in the Project Agreement or these Terms shall be considered out of scope and may be subject to additional fees at KSBM's then-current rates.

3.4. KSBM reserves the right to use subcontractors, freelancers, third-party tools, open-source software, AI models (including but not limited to OpenAI, Google AI, Anthropic, Meta AI), cloud platforms, and other resources as it deems necessary for service delivery. KSBM shall remain responsible for the quality of Deliverables but shall not be liable for the performance, availability, or policies of third-party tools and platforms.

4. PRICING, PAYMENT, AND TAXES

4.1. Pricing: All prices are quoted in Indian Rupees (INR) unless otherwise specified. Prices are exclusive of applicable taxes unless stated otherwise. KSBM reserves the right to revise pricing at any time, with prior notice for active subscriptions.

4.2. Payment Terms: Payment terms for custom projects shall be as specified in the Project Agreement. The standard payment structure is: 50% advance before project commencement, 25% at mid-milestone, and 25% upon completion. For subscriptions, payment is due in advance for the subscription period. All payments are non-refundable except as expressly stated in these Terms or the Refund Policy.

4.3. Late Payments: Payments not received within 7 (seven) days of the due date shall incur a late fee of 2% per month (or the maximum rate permitted by law, whichever is lower) on the outstanding amount. KSBM reserves the right to suspend Services, restrict access, and withhold Deliverables until all outstanding payments are received.

4.4. Taxes: All prices are exclusive of GST (Goods and Services Tax) and other applicable taxes, levies, duties, and government charges. The applicable GST at the prevailing rate (currently 18% for IT services) shall be added to all invoices. TDS (Tax Deducted at Source) deductions must be supported by valid TDS certificates provided within 30 days of deduction.

4.5. Price Escalation: For subscriptions and ongoing services, KSBM reserves the right to increase prices upon 30 days' notice. Continued use after price revision constitutes acceptance. For projects exceeding 6 months, KSBM may revise pricing to account for inflation, currency fluctuations, and increased costs.

4.6. Disputed Invoices: Any invoice dispute must be raised in writing within 7 (seven) days of invoice receipt. Undisputed portions must be paid by the due date. Failure to dispute within the specified period constitutes acceptance of the invoice.

5. INTELLECTUAL PROPERTY RIGHTS

5.1. KSBM's IP: All intellectual property rights — including copyrights, patents, trademarks, trade secrets, source code, algorithms, AI models, frameworks, methodologies, tools, libraries, templates, design systems, documentation, training materials, and any pre-existing IP used by KSBM — shall remain the sole and exclusive property of KSBM Infotech. Nothing in these Terms or any Project Agreement transfers ownership of KSBM's pre-existing or independently developed IP to any User.

5.2. Client Deliverables: Upon full and complete payment of all fees owed, KSBM grants the Client a non-exclusive, non-transferable, revocable license to use the custom Deliverables created specifically for the Client's project for the Client's internal business purposes only. This license does not include the right to sublicense, sell, distribute, modify, reverse engineer, decompile, or create derivative works from the Deliverables.

5.3. Reuse Rights: KSBM retains the right to reuse, repurpose, and incorporate code, designs, methodologies, learnings, generic components, and non-client-specific elements from any project into future projects, products, and services. KSBM may use anonymized and generalized versions of project work for portfolio, marketing, training, and development purposes.

5.4. Open Source: Services may incorporate open-source software components subject to their respective licenses. KSBM shall not be liable for any restrictions, obligations, or limitations imposed by open-source licenses. The Client acknowledges and accepts the terms of applicable open-source licenses.

5.5. Third-Party IP: Services may utilize third-party platforms, APIs, and services (e.g., OpenAI, WhatsApp Business API, Google services) subject to their respective terms of service. Client's use of such third-party components is governed by the respective third-party terms. KSBM shall not be liable for changes, restrictions, pricing changes, or discontinuation of third-party services.

5.6. Source Code: Source code will only be provided if explicitly included in the Project Agreement and upon full payment. KSBM provides source code "as is" without warranty of fitness for modification by the Client or third parties. Any modifications made by the Client or third parties void all warranties and support obligations.

6. CLIENT RESPONSIBILITIES

6.1. The Client shall provide all necessary information, materials, content, credentials, access, approvals, and cooperation in a timely manner as reasonably required for KSBM to perform the Services. Delays caused by the Client's failure to fulfill these obligations may result in extended timelines and additional charges.

6.2. The Client warrants that all materials provided to KSBM (including content, images, logos, trademarks, data, and information) are legally owned or licensed by the Client and do not infringe third-party intellectual property rights. The Client shall indemnify KSBM against all claims arising from Client-provided materials.

6.3. The Client is responsible for backing up their own data before any migration, integration, or system modification. KSBM shall not be liable for data loss resulting from inadequate backups by the Client.

6.4. The Client shall designate a single point of contact (SPOC) for project communication and decision-making. All approvals provided by the SPOC shall be binding on the Client organization.

6.5. The Client shall not engage in activities that may harm, disrupt, or overload KSBM's systems, including but not limited to: excessive API calls beyond agreed limits, unauthorized security testing, data scraping, spamming through KSBM's platforms, and using Services for illegal purposes.

7. SERVICE LEVEL AND WARRANTIES

7.1. KSBM shall endeavor to provide Services with reasonable uptime and availability. However, unless a specific SLA is agreed upon in writing, KSBM does not guarantee uninterrupted, error-free, or real-time availability of Services.

7.2. DISCLAIMER OF WARRANTIES: EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR A PROJECT AGREEMENT, ALL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, OR AVAILABILITY. KSBM DOES NOT WARRANT THAT SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS, THAT SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

7.3. AI-powered Services (chatbots, voice bots, etc.) utilize machine learning and natural language processing, which are inherently probabilistic. KSBM does not guarantee 100% accuracy, relevance, or appropriateness of AI-generated responses. The Client is responsible for monitoring, supervising, and configuring AI systems for their specific use case.

7.4. KSBM provides a 7-day bug fix warranty from delivery/deployment for reported defects in custom Deliverables. This warranty covers defects in the delivered code as per specifications, not enhancements, modifications, or issues caused by third-party systems, Client modifications, or changed requirements.

8. LIMITATION OF LIABILITY

8.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL KSBM INFOTECH, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS OPPORTUNITIES, ANTICIPATED SAVINGS, OR USE, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF KSBM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2. KSBM'S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO THESE TERMS OR ANY SERVICES PROVIDED HEREUNDER SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE CLIENT TO KSBM IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8.3. KSBM shall not be liable for: (a) failures, delays, or interruptions caused by third-party services, APIs, platforms, or infrastructure; (b) Client's misuse of Services or failure to follow documentation and guidelines; (c) unauthorized access resulting from Client's failure to maintain security; (d) force majeure events; (e) data loss not caused by KSBM's gross negligence; (f) changes in laws or regulations affecting the Services; (g) failures in internet connectivity or telecommunications.

8.4. The limitations of liability stated herein shall survive the termination or expiration of these Terms and any Project Agreement.

9. INDEMNIFICATION

9.1. The Client agrees to indemnify, defend, and hold harmless KSBM Infotech, its directors, officers, employees, agents, partners, successors, and assigns from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorney's fees and legal costs) arising from or related to: (a) the Client's use or misuse of Services; (b) violation of these Terms; (c) infringement of third-party rights by Client-provided materials; (d) Client's violation of applicable laws; (e) Client's negligence or willful misconduct; (f) unauthorized access caused by Client's security failures; (g) claims by the Client's customers arising from the Client's use of KSBM's Services.

10. TERMINATION

10.1. By KSBM: KSBM may suspend or terminate your access to Services immediately, without prior notice, for any reason, including but not limited to: breach of Terms, non-payment, illegal use, abusive behavior, harm to KSBM's reputation, security threats, or at KSBM's sole discretion.

10.2. By Client: The Client may terminate a subscription or service engagement by providing 30 days' written notice. Early termination of fixed-term engagements may incur cancellation fees as specified in the Project Agreement. No refund shall be provided for the remaining unused period unless expressly stated in the Refund Policy.

10.3. Effect of Termination: Upon termination: (a) all licenses granted hereunder shall immediately terminate; (b) Client shall cease all use of Services; (c) KSBM may delete Client data after a 30-day grace period (upon request, data export may be provided at KSBM's then-current rates); (d) Client shall pay all outstanding fees; (e) provisions that by their nature should survive termination shall survive, including but not limited to IP rights, limitation of liability, indemnification, confidentiality, and governing law.

11. CONFIDENTIALITY

11.1. Each party agrees to hold the other party's Confidential Information in strict confidence and not to disclose such information to third parties except as necessary for the performance of Services or as required by law.

11.2. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed without use of Confidential Information; (d) is received from a third party without breach of any obligation of confidentiality.

11.3. Confidentiality obligations shall survive for a period of 5 (five) years after termination of the engagement. For trade secrets and source code, confidentiality obligations shall survive indefinitely.

12. FORCE MAJEURE

12.1. KSBM shall not be liable for any failure or delay in performing obligations due to force majeure events including but not limited to: acts of God, war, terrorism, riots, civil unrest, epidemics, pandemics, government actions, sanctions, embargoes, natural disasters, fire, flood, earthquake, power outages, internet disruptions, cyberattacks (DDoS, ransomware), failure of third-party services (AWS, Google Cloud, OpenAI, Meta, etc.), changes in law or regulation, strikes, and any other events beyond KSBM's reasonable control.

13. NON-SOLICITATION

13.1. The Client agrees not to directly or indirectly solicit, recruit, hire, or engage any employee, contractor, consultant, or freelancer of KSBM Infotech during the term of engagement and for a period of 24 (twenty-four) months after the completion or termination of services. Violation of this clause shall result in a liquidated damages payment of INR 10,00,000 (Rupees Ten Lakhs) per incident or 12 months' salary/compensation of the solicited individual, whichever is higher.

14. DISPUTE RESOLUTION

14.1. Any dispute arising out of or in connection with these Terms shall first be attempted to be resolved through good-faith negotiations between the parties for a period of 30 (thirty) days.

14.2. If negotiations fail, the dispute shall be referred to binding arbitration under the Arbitration and Conciliation Act, 1996 (as amended). The arbitration shall be conducted by a sole arbitrator mutually appointed by the parties, or in the absence of agreement, appointed by the Delhi High Court. The seat and venue of arbitration shall be Delhi, India. The language of arbitration shall be English. The arbitration award shall be final and binding on both parties.

14.3. Notwithstanding the above, either party may seek interim or injunctive relief from courts of competent jurisdiction in Delhi, India, to protect its intellectual property rights or Confidential Information.

15. GOVERNING LAW AND JURISDICTION

15.1. These Terms shall be governed by and construed in accordance with the laws of India. Subject to the arbitration clause, the courts in Delhi, India, shall have exclusive jurisdiction over any disputes arising from these Terms.

16. GENERAL PROVISIONS

16.1. Entire Agreement: These Terms, together with any Project Agreement, Proposal, SOW, or Order Form, constitute the entire agreement between the parties and supersede all prior agreements, representations, and understandings.

16.2. Severability: If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force.

16.3. Waiver: Failure to enforce any right or provision shall not constitute a waiver of such right or provision.

16.4. Assignment: The Client may not assign or transfer these Terms without KSBM's prior written consent. KSBM may freely assign these Terms to any affiliate, successor, or acquiring entity.

16.5. Notices: All notices shall be in writing and deemed delivered when sent via email to the addresses on file, or when delivered by registered post/courier to the registered office address.

16.6. Independent Contractors: The relationship between KSBM and the Client is that of independent contractors. Nothing herein creates a partnership, joint venture, employment, franchisee, or agency relationship.

16.7. Headings: Section headings are for convenience only and shall not affect the interpretation of these Terms.

17. CONTACT US

• Company: KSBM Infotech Pvt Ltd
• Email: cs@ksbminfotech.com
• Phone / WhatsApp: +91 8899021313
• Address: Delhi, India