Terms and Conditions for Mahsua Technology Website Development Services

Terms and Conditions

These Terms and Conditions (the “Agreement”) govern the provision of website development and related services by Mahsua Technology (“Company”, “we”, or “us”) to the client (“Client” or “you”). The Client agrees that payment of the initial deposit or any part thereof, and any access to services or deliverables, constitutes acceptance of these terms. Defined terms include Services (the custom website development services provided), Deliverables (the completed website and related work product), and Client Materials (content and information provided by the Client). Where applicable, definitions in referenced sources are incorporated by reference.

1. Payment Terms

(a) Deposit and Balance: Unless otherwise agreed in writing, a non-refundable deposit of 50% of the total project fee is due before work begins, and the remaining 50% is payable on final delivery or go-live of the website. Payments shall be made in the currency specified in the invoice, typically USD or INR, via PayPal (for international clients) or other agreed payment methods. Payment is due immediately on receipt of the invoice. Client shall pay all amounts in full without any deduction, setoff, or withholding, even in case of dispute.

(b) Invoices and Expenses: We will issue invoices according to the agreed schedule. The Client is also responsible for any agreed third-party costs (hosting, domain registration, stock media, etc.) and any applicable taxes (e.g. GST) on the services. All fees are exclusive of taxes, which, if applicable, shall be added to the invoice. Late payments (beyond 30 days) may incur interest at the lesser of 18% p.a. or the highest lawful rate, and Mahsua may suspend services until payment is received.

(c) Payment Methods: We accept payment via PayPal for international clients and may accept bank transfer, UPI or other methods as indicated in the proposal. The Client is responsible for any transaction fees. Any invoice disputed by the Client must be raised in writing within 5 business days of issue; undisputed amounts remain due on the normal schedule.

2. Client and Company Roles and Responsibilities

(a) Company’s Responsibilities: Mahsua Technology shall perform the Services in a professional, diligent, and workmanlike manner using qualified personnel. We will use reasonable efforts to meet agreed timelines and deliverables. We will communicate project updates and seek Client feedback at agreed milestones, and use best efforts to deliver a functioning website that meets the approved specifications.

(b) Client’s Responsibilities: The Client shall cooperate fully and promptly by providing required information, materials and approvals. This includes furnishing timely access to content (text, images, data), reviews, feedback and approvals necessary for the work. The Client is responsible for coordinating decisions among its own stakeholders, obtaining any necessary rights or permissions for materials provided, and performing final proofreading and testing of deliverables. The Client acknowledges that delays by the Client (e.g. late feedback or withheld materials) may delay project schedules, and any such delays will not constitute breach by Mahsua.

(c) Review and Acceptance: The Client agrees to review each deliverable promptly and provide written acceptance or detailed change requests within the time specified. After acceptance, any defects shall be reported according to the post-delivery support process. Final approval of each deliverable is the Client’s responsibility; Mahsua will make reasonable revisions as needed during the development phase, but post-acceptance modifications are outside the original scope unless otherwise agreed.

3. Post-Delivery Support

Upon final delivery and approval of the project, Mahsua Technology provides a 30-day warranty period during which we will correct minor bugs and defects at no additional charge. This includes fixing coding errors or broken functionality that arise under normal use. Cosmetic changes and minor content updates may also be made free of charge within this 30-day period. Support during this period is limited to issues attributable to our work; new features, redesign, or third-party issues are excluded. Support requests should be submitted in writing; we will prioritize bug fixes to restore agreed functionality at no extra cost.

4. Future Update Charges

After the initial 30-day warranty period, any additional work (minor updates or major changes) will be treated as a new engagement or maintenance contract. Major modifications, redesigns, or new feature development beyond the original scope are not included and will be charged separately. Following industry practice, any “Additional Scope” or support beyond the complimentary period will be billed at our standard hourly or project rates. For example, AKC Web Media’s terms note that “major modifications, redesigns, or third-party integrations” are excluded from free support and that “additional support beyond the complimentary period will be chargeable at standard rates”. We will provide a quote for any requested changes beyond scope; work will proceed only after written approval of scope, cost, and timeline.

5. Third-Party Dependencies

The delivered website may rely on third-party libraries, plugins, APIs or services (e.g. GitHub open-source code, Firebase, Hostinger hosting, etc.). The Client acknowledges that Mahsua Technology does not control these third-party elements and makes no warranties regarding them. All such dependencies are subject to their own terms and licenses. The Client assumes all risks associated with using third-party components. For example, SAP’s policies clarify that users “assume all risks” from use of any third-party dependencies and that no warranty or support is provided. Similarly, third-party services are generally provided “as-is” without warranty, and Mahsua is not responsible for their performance or availability. The Client will ensure that any required licenses or fees for third-party services are obtained and will indemnify Mahsua for any claims related to third-party materials.

6. Legal Compliance & Prohibited Activities

Each party shall comply with all applicable laws and regulations in performing under this Agreement. In particular, the Client represents that any content or materials it provides or asks us to develop are lawful and do not infringe third-party rights. The Client agrees not to request or deploy any content that promotes illegal activities (e.g. illicit substances, gambling, weapons), violates others’ rights, or is defamatory, obscene, discriminatory or hateful. Industry agreements commonly forbid such content – for example, they explicitly prohibit postings that are “unlawful, defamatory, libelous, threatening, pornographic, harassing, [or] hateful”. Mahsua Technology reserves the right to refuse any work or content that appears illegal or objectionable, and to terminate this Agreement if requested activities violate law or policy. Both parties will follow data protection and export laws as applicable. For instance, clients handling personal data must comply with GDPR or other privacy laws, and the Company will adopt security measures to the extent required by law.

7. Intellectual Property

(a) Ownership of Deliverables: Upon full payment of all fees, the Client shall own all rights, title and interest in the final website and deliverables. This includes ownership of the site design, code (except underlying frameworks), text, images and custom features created specifically for the project. As noted in industry terms, “upon full payment, clients receive ownership of the final deliverables”. Accordingly, Mahsua Technology assigns and transfers to the Client all proprietary rights in the deliverables once fees are paid.

(b) Developer’s Retained Rights: Notwithstanding the above, Mahsua retains ownership of any pre-existing materials, tools, techniques or library code used in delivering the project. We retain a non-exclusive right to reuse general development tools, frameworks or modules that are not unique to the Client’s project. We also reserve the right to include the website or its design elements in our portfolio or marketing materials. This aligns with common practice – platform providers typically “retain the right to use” delivered code for demonstration or development purposes.

(c) Open-Source and Third-Party IP: All third-party or open-source components included in the deliverables remain subject to their original licenses. The Client is responsible for complying with any license terms (e.g. GPL, MIT) and for obtaining any necessary licenses. Mahsua disclaims any ownership of such components, and provides them only as permitted by the original licensors. Mahsua will pass through required notices as appropriate.

8. AI-Generated Content Policy

If Mahsua Technology uses any AI tools (e.g. code generators, content assistants) to assist in development or content creation, we will disclose such use to the Client. All AI-generated content or suggestions are provided “as-is” without representation of accuracy. The Client assumes full responsibility to review and verify any AI-generated output. AI outputs may contain errors or outdated information. As explained in industry guidelines, AI-generated content “may not accurately reflect real people, places, or facts,” and the Client must evaluate its accuracy and relevance. Mahsua Technology is not liable for any decisions or actions taken based on AI-generated content. Use of AI is a convenience; final responsibility for content quality lies with the Client.

9. Liability Limitations & Caps

To the maximum extent permitted by law, Mahsua Technology’s total liability for any claim arising out of or relating to this Agreement (whether in contract, tort, warranty or otherwise) shall be limited to the fees paid by the Client for the specific project under which the claim arose. In any event, the liability cap shall not exceed a reasonable multiple of the paid fees (for example, industry clauses often cap liability at 100–150% of fees). Neither party shall be liable for indirect, incidental, consequential or punitive damages (including lost profits, revenue or data) arising out of this Agreement. These limitations apply even if advised of the possibility of such damages. In no event will Mahsua’s aggregate liability exceed the amounts paid by the Client. This cap is fundamental to the economics of our services and has been reflected in similar software agreements.

10. Termination and Cancellation

Either party may terminate this Agreement if the other party materially breaches its obligations and fails to cure within a reasonable period after notice. In addition, either party may terminate if the other becomes insolvent or unable to perform. Upon any termination or cancellation:

• The Client shall pay for all Services performed through the date of termination. This includes the deposit and any work-in-progress on a pro rata or hourly basis, whichever is greater. For example, one agreement requires payment of the advance plus prorated fees or hourly charges for all work done up to termination. Mahsua may immediately stop work upon termination.
• Unless terminated for Mahsua’s breach, all payments made (including the initial deposit) are non-refundable. If the Client cancels after work has commenced, the deposit is forfeited to cover costs; the Client will only receive a refund of any portion not yet earned under a mutually agreed calculation. For instance, industry terms expressly state that “payments made are non-refundable” and that cancelled projects are billed for work completed to date.
• If Mahsua terminates for the Client’s breach, the Client remains liable for all fees incurred. If Mahsua terminates without cause (rarely), we will refund any unearned balance of prepaid fees, less costs for work already performed.
• Upon any termination or expiration, each party must return or securely destroy the other party’s Confidential Information and any materials (as per Section 21).

11. Dispute Resolution and Jurisdiction

The parties agree to attempt to resolve any disputes arising under this Agreement amicably through good-faith negotiations. Failing a negotiated resolution, the dispute shall be resolved by binding arbitration in accordance with the rules of a mutually agreed international arbitral institution (such as the ICC or UNCITRAL rules). The arbitration shall take place in a neutral location agreed by the parties; if no agreement, the default seat shall be Singapore or another neutral jurisdiction convenient for all parties. Each party shall bear its own costs, and the losing party shall pay the arbitration fees and legal costs of the prevailing party. Judgment on any arbitral award may be entered in any court of competent jurisdiction. For clarity, both parties waive the right to litigate disputes in any other forum. This approach follows common practice of resolving international tech disputes via arbitration.

12. Terms Updates & Modifications

Mahsua Technology may update or modify these Terms from time to time. Any changes will be communicated to the Client in writing (e.g. by email) at least 30 days before taking effect. Material changes will be prominently posted or notified and Clients will have the opportunity to review them. Continued engagement in the project after the notification date shall constitute acceptance of the revised terms. Consistent with industry examples, we will “post” any revised terms and treat the Client’s continued use of the Services as acceptance of those changes.

13. Privacy and Data Protection

Mahsua Technology will handle any personal data provided by the Client or collected through the Services in accordance with applicable privacy laws, including the EU GDPR for European data subjects. We implement appropriate technical and organizational measures to protect personal data and shall not disclose it except as required by law. The Client is responsible for obtaining any necessary consents for personal data provided to us. We will follow industry-standard security practices and cooperate with Client’s reasonable requests to support compliance (e.g. assisting with data subject requests). As noted by guidance on software contracts, projects involving personal data must comply with data protection regulations.

14. Insurance and Risk Management

Mahsua Technology maintains professional liability (errors & omissions) and general liability insurance, and holds any industry-required coverages for our operations. We encourage Clients to maintain their own appropriate insurance (such as cyber liability insurance, business interruption insurance, or property insurance) for the project. The Client is responsible for its own risk management, including data backups and network security. We recommend that the Client back up its data and systems regularly, as Mahsua is not liable for client data loss. Where applicable law or the project scope requires special insurance, the parties will discuss requirements. Generally, each party bears its own risk of loss or damage except as expressly stated; neither party will be liable for loss of Client data beyond the delivered scope.

15. Project Scope and Scope Creep

The scope of the project shall be defined by a written Statement of Work (SOW) or proposal agreed by the parties. All Services will be provided based on that SOW. Any request by the Client to add new features or change functionality beyond the defined scope will be considered a change request. Such additional scope will be documented and quoted separately. Changes are typically handled as follows:

• Extra Fees: If the Client requests changes outside the original scope, those will be charged on a time-and-materials basis or new fixed price, at our standard rates. For example, one sample MSA states “Client shall pay additional charges for changes requested by Client which are outside the scope of the Services on a time and materials basis”.
• Schedule Impact: Any approved changes may affect the delivery schedule. We will inform the Client of any expected delays and additional costs before proceeding.
• Substantial Changes: If requested changes are very large (typically more than ~10% of the project effort), a new SOW will be prepared. Work on the new features will not commence until that SOW is approved and any additional deposit is paid.

In all cases, both parties agree to manage changes by written documentation. The Client agrees to promptly approve any change proposals or to postpone them, and Mahsua reserves the right to extend deadlines accordingly. Scope management procedures ensure that “scope creep” is handled through formal adjustments to cost and time.

16. Hosting and Deployment

Mahsua Technology can assist with deploying the completed website. The Client may choose to host the site on a provider of their choice (e.g. Hostinger, AWS, etc.) or may opt for our recommended hosting plan. If the Client provides hosting, the Client is responsible for domain registration, hosting fees, and any infrastructure costs. For example, a typical agreement requires the Owner to “register the Website’s domain name, select the web hosting company, and pay any fees”. We will help upload and configure the website on the provided hosting environment at the Client’s direction. If we provide hosting, it will be documented separately (including fees, service levels, and backups). After deployment, routine hosting administration (SSL renewal, resource scaling, etc.) is the Client’s responsibility unless a maintenance plan is arranged.

17. Open-Source Components

The software may include open-source libraries or components licensed under public licenses (e.g. MIT, GPL, Apache). All such components remain governed by their original licenses. These open-source components are provided “as-is” without warranty of any kind, as stated in virtually all open-source licenses. The Client agrees that Mahsua Technology does not provide any additional warranty for open-source software, and assumes no liability for any infringement or defects in those components. It is the Client’s responsibility to comply with any open-source license obligations (such as attribution or distribution of source code). We will list known third-party open-source components used if requested.

18. Search Engine Optimization (SEO)

Search Engine Optimization is not guaranteed as part of the standard website development. Mahsua Technology will implement basic on-page SEO best practices (e.g. meta tags, responsive design, semantic HTML) but will not be responsible for search rankings unless separately contracted. The Client acknowledges that SEO results depend on search engine algorithms and external factors beyond our control. Dedicated SEO services (keyword strategy, link-building, content marketing) can be provided under a separate contract if desired. For reference, specialized SEO agreements often include explicit performance guarantees (such as ranking a percentage of keywords), which fall outside the scope of a typical development contract. We will disclaim any ranking guarantees in the absence of a separate SEO engagement.

19. Software-as-a-Service (SaaS) Terms

In case Mahsua Technology develops any proprietary Software-as-a-Service (SaaS) products or tools, the use of those tools will be governed by separate SaaS terms or an End-User License Agreement (EULA). Such terms will address subscription fees, user licenses, usage restrictions, uptime commitments, and data handling for the SaaS. The Client’s use of any provided SaaS application is subject to accepting those specific terms. The Client may only use SaaS deliverables in accordance with the license granted (typically non-exclusive and revocable if fees are unpaid). Without limiting general terms, these Terms do not automatically grant any SaaS rights beyond the project – any continued use of SaaS tools would require a separate subscription.

20. Non-Solicitation Clause

The Client agrees that during the project and for twelve (12) months following termination of this Agreement, it will not directly or indirectly solicit, entice away, or hire any employee or independent contractor of Mahsua Technology who was involved in providing the Services. This 12-month period is measured from the date the work is completed or the Agreement ends. The restriction covers any attempt to induce such persons to leave Mahsua’s employ or contract for the purpose of providing similar services. This clause does not prohibit general advertising or hiring of persons not specifically targeted; it is intended to protect Mahsua’s staff and subcontractors from poaching. Any breach of this clause entitles Mahsua to injunctive relief and recovery of damages.

21. Confidentiality and NDA Clause

Each party may receive confidential or proprietary information (“Confidential Information”) of the other in connection with the Services. Confidential Information includes non-public business information, trade secrets, technical data, customer lists, financial information, and other material clearly marked or identified as confidential. Each party (the “Receiving Party”) agrees to:

1. Hold the other party’s Confidential Information in strict confidence and not disclose it to any third party without the disclosing party’s written consent
2. Use the Confidential Information only to perform its obligations under this Agreement
3. Promptly notify the disclosing party of any unauthorized use or disclosure

The Receiving Party may share Confidential Information only with its own employees, agents, or subcontractors who “need to know” and who are bound by similar confidentiality obligations. Exclusions apply to information that is:

1. Already known to the Receiving Party
2. Publicly available through no fault of the Receiving Party
3. Lawfully received from a third party not under confidentiality obligations

If the Receiving Party is legally compelled to disclose any Confidential Information, it shall give prompt notice so the disclosing party may seek protection, and shall only disclose the minimum required.

All confidentiality obligations survive termination of this Agreement for five (5) years or the period required by law.

22. Communications and Notices

Any formal notices or communications required or permitted under this Agreement must be in writing. Notices may be delivered by registered mail, courier, or email (with delivery/read receipt) to the addresses specified in the project SOW or as updated in writing. Electronic notices are deemed received upon confirmation of transmission; mailed notices are deemed received on the delivery date. Proper notice is required for invoking rights (e.g. notices of breach or termination). In accordance with standard practice, we specify that “all notices… shall be transmitted in writing by email with return confirmation or by certified mail” to the addresses on file.

23. Acceptance and Acknowledgment Clause

By signing below or by clicking “I Agree” before the commencement of work, the Client acknowledges that they have read, understood, and accepted these Terms and Conditions in full. This Agreement, together with the executed Statement of Work or quotation, constitutes the entire contract between the parties regarding the project. Any additional agreements or communications between the parties must be in writing and signed by both parties to be enforceable. The Client’s consent to these Terms may be given electronically (e.g. by email approval or website click-through); such acceptance is binding as if signed in writing.