LEGAL GOVERNANCE // CONTRACTUAL FRAMEWORK

Terms of Service & Commercial Terms

The legal terms and operational principles governing custom engineering engagements, intellectual property assignments, and NIRIKSH platform licensing provided by SOUDIV Technologies.

EFFECTIVE: OCTOBER 31, 2026VERSION: 2026.2OPERATING ENTITY: SOUDIV TECHNOLOGIES

100% OWNERSHIP

Complete Client IP Transfer

All custom source code, application architectures, database schemas, and bespoke assets built during engineering engagements transfer exclusively to you upon payment settlement.

TRANSPARENT SOW

Milestone-Driven Delivery

All consulting and development projects operate under defined Statements of Work (SOWs) with transparent milestones, deliverables, timelines, and zero hidden costs.

PREDICTABLE QUOTAS

NIRIKSH Platform Licensing

Straightforward catalog tiers (Community Free Forever, Professional ₹99/mo, Team ₹299/mo, Enterprise ₹999/mo) backed by local telemetry sovereignty and clear quotas.

STRICT NDA

Mutual Confidentiality

Comprehensive non-disclosure commitments protecting all proprietary trade secrets, infrastructure topology, technical briefs, and commercial discussions.

Directory of Terms

12 ARTICLES

01. Acceptance of Terms & Eligibility↓02. Engineering Services & SOW Scope↓03. Intellectual Property & Ownership Rights↓04. NIRIKSH Platform Licensing & Quotas↓05. Client Responsibilities & Inputs↓06. Pricing, Invoicing & Payment Terms↓07. Confidentiality & Non-Disclosure↓08. Warranties, Service Levels & Disclaimers↓09. Limitation of Liability↓10. Term, Suspension & Termination↓11. Governing Law & Dispute Resolution↓12. Amendments & Legal Notices↓

[SEC-01]

Acceptance of Terms & Eligibility

These Terms of Service (“Terms”) constitute a legally binding contract between SOUDIV Technologies (“SOUDIV”, “we”, “us”, or “our”) and the individual, corporate enterprise, or organization (“Client”, “you”, or “your”) accessing our digital properties at soudiv.com, commissioning engineering engagements, or deploying our software applications including NIRIKSH.

By browsing our website, requesting engineering consultations, executing a Statement of Work (SOW), or activating a NIRIKSH license, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you represent an organization or corporate entity, you represent and warrant that you possess full legal authority to bind that entity to these Terms.

[SEC-02]

Engineering Services & SOW Scope

SOUDIV provides specialized software development and engineering consulting services spanning:

Full-stack web application architecture and development (Next.js, React, Node.js, Python, Go)
Cross-platform mobile applications (React Native, Flutter, native iOS/Android)
AI integrations, automated agent workflows, LLM orchestration, and data pipelines
DevOps, cloud infrastructure (AWS, GCP, Azure, Bare-Metal), Docker, Kubernetes, and CI/CD automation
Software product design, performance optimization, and technical consulting

Statements of Work (SOW) & Milestone Governance

Each custom engineering project is formalized through a mutually executed Statement of Work (SOW) detailing the technical architecture, target sprint deliverables, acceptance criteria, milestone schedule, and commercial fees. In the event of an express conflict between these general Terms and an executed SOW, the terms of the executed SOW shall prevail for that specific engagement.

Scope expansions or feature changes requested during active development are governed through written Change Orders agreed upon by both parties prior to implementation.

[SEC-03]

Intellectual Property & Ownership Rights

100% Client Code & Deliverables

Upon receipt of full payment for the applicable project or milestone, SOUDIV hereby irrevocably transfers and assigns to the Client all worldwide rights, title, copyright, and intellectual property in and to all custom source code, scripts, database designs, configurations, and documentation created specifically for the Client under the engagement.

SOUDIV Background IP & Utilities

SOUDIV retains all rights to its pre-existing tools, libraries, boilerplates, and general engineering know-how (“Background IP”). To the extent Background IP is embedded within client deliverables, SOUDIV grants Client a perpetual, irrevocable, royalty-free, worldwide license to use, modify, and distribute it as part of the deliverables.

Open Source Dependencies: Software deliverables may utilize established open-source packages (e.g. MIT, Apache 2.0, BSD licenses). Client acknowledges that such components remain governed by their respective open-source licenses.

[SEC-04]

NIRIKSH Platform Licensing & Quotas

NIRIKSH is SOUDIV's proprietary Linux server control plane and orchestration management platform. Use of NIRIKSH is governed by the specific tier activated by Client:

COMMUNITY

₹0 / month

Free Forever · 1 Server

PROFESSIONAL

₹99 / month

Up to 3 Servers · Hourly Audits

TEAM

₹299 / month

Up to 10 Servers · Multi-tenant

ENTERPRISE

₹999 / month

Up to 50 Servers · Real-time

License Grant: SOUDIV grants Client a non-exclusive, non-transferable, revocable license to deploy and execute NIRIKSH binaries on servers within the active node quota of the subscribed plan.

Restrictions: Client shall not: (a) reverse engineer, decompile, disassemble, or crack NIRIKSH binaries; (b) circumvent or alter cryptographic license validation mechanisms; or (c) lease, sublicense, or rent NIRIKSH binaries to third parties without prior written consent.

Host Responsibility: Because NIRIKSH operates as a local-first agent, Client maintains exclusive control and responsibility for server operating systems, SSH keys, network firewall configurations, and operating system security patches.

[SEC-05]

Client Responsibilities & Inputs

To enable timely milestone completion and production stability, Client agrees to:

Timely Reviews

Provide required project approvals, staging feedback, and architectural clarifications within mutually agreed sprint review windows.

Environment Access

Furnish designated staging API credentials, cloud sandboxes, or necessary third-party access tokens required to perform development duties.

Rights to Materials

Warrant that all logos, content, third-party code, and media supplied to SOUDIV are rightfully owned or licensed without infringing third-party rights.

[SEC-06]

Pricing, Invoicing & Payment Terms

Commercial Structures: Engineering services are billed under fixed-fee milestone disbursements, time-and-materials, or dedicated sprint retainers as stipulated in the executed SOW. NIRIKSH subscriptions are billed on a recurring monthly or annual cycle.

Invoicing Terms & Tax Compliance

Payment Window: Unless otherwise specified in an SOW, invoices are payable within 15 to 30 calendar days of invoice dispatch.
Currency: Invoices are denominated in Indian Rupees (INR, ₹) or United States Dollars (USD, $) as agreed.
Taxes: All fees are exclusive of applicable statutory taxes (e.g., GST or local value-added taxes), which shall be itemized separately on official tax invoices.
Late Payments: Undisputed payments overdue beyond 30 days may accrue statutory interest at 1.5% per month (or the maximum allowed by law) and may entitle SOUDIV to pause ongoing sprint deliverables until settled.

[SEC-07]

Confidentiality & Non-Disclosure

Both parties recognize that during technical discovery and delivery, each party may disclose proprietary or confidential technical, operational, or commercial information (“Confidential Information”).

Duty of Care: Each party agrees to treat the other's Confidential Information with the same degree of care it employs for its own sensitive information, and not less than a reasonable standard of care.

Exclusions: Confidentiality obligations do not apply to information that: (a) becomes publicly known through no breach; (b) is already known to the receiving party without duty of confidentiality; or (c) is independently developed without reliance on the disclosing party's information.

Duration: Confidentiality obligations survive the termination of these Terms or any individual SOW for a period of three (3) years (and indefinitely with respect to proprietary source code and trade secrets).

[SEC-08]

Warranties, Service Levels & Disclaimers

30-Day Engineering Warranty

SOUDIV warrants that bespoke software deliverables will materially conform to the written specifications established in the applicable SOW for a period of thirty (30) calendar days following client acceptance. During this warranty window, reproducible software defects will be corrected by SOUDIV engineers at no additional cost.

Disclaimer of Implied Warranties

EXCEPT AS EXPRESSLY STATED HEREIN OR IN AN EXECUTED SOW, ALL SOFTWARE AND SERVICES (INCLUDING THE COMMUNITY FREE TIER OF NIRIKSH) ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

[SEC-09]

Limitation of Liability

To the maximum extent permitted by applicable law:

Consequential Damages Waiver: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, REGARDLESS OF THE THEORY OF LIABILITY.

Monetary Liability Cap: SOUDIV'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, ANY STATEMENT OF WORK, OR NIRIKSH LICENSES SHALL BE LIMITED TO THE TOTAL AMOUNT ACTUALLY PAID BY THE CLIENT TO SOUDIV UNDER THE APPLICABLE SOW OR SUBSCRIPTION IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

[SEC-10]

Term, Suspension & Termination

Termination for Convenience: Unless specified otherwise in an SOW, either party may terminate an ongoing consulting engagement for convenience upon giving thirty (30) calendar days written notice. Client pays for all accepted milestones and pro-rata work performed through the termination date.
Termination for Cause: Either party may terminate immediately by written notice if the other party commits a material breach of these Terms that remains uncured after fifteen (15) calendar days from receipt of written notice, or in the event of bankruptcy or insolvency proceedings.
Post-Termination Handover: Upon full settlement of outstanding invoices, SOUDIV will promptly deliver all completed repositories, digital assets, and credentials to Client.

[SEC-11]

Governing Law & Dispute Resolution

These Terms, any related Statements of Work, and commercial agreements shall be governed by and construed in accordance with the laws of India, without regard to conflicts of law principles.

Amicable Negotiation: In the event of any dispute, claim, or controversy arising out of or relating to these Terms, the parties agree to first attempt in good faith to resolve the matter through executive negotiation for a period of thirty (30) calendar days.

Arbitration: If unresolved through negotiation, the dispute shall be finally settled by binding arbitration in accordance with the Arbitration and Conciliation Act, 1996, before a sole arbitrator mutually appointed by the parties. Arbitration proceedings shall be conducted in the English language.

[SEC-12]

Amendments & Legal Notices

SOUDIV reserves the right to amend these Terms periodically. Substantive updates will be indicated with a revised effective date. Official legal notices or commercial questions must be directed to our legal communications inbox:

Legal Communications Channel

info@soudiv.com

Response SLA: Within 24–48 hours

Corporate Entity

SOUDIV Technologies

Software Engineering, AI Systems & NIRIKSH

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