Balit and Sons Technologies Private Limited
Last Updated: July 19, 2025
These Terms and Conditions (“Terms”) constitute a legally binding agreement between Balit and Sons Technologies Private Limited, a company incorporated under the Companies Act, 2013, having its registered office in [Your Registered Office City, State, India] (“Balit and Sons,” “we,” “us,” or “our”), and the Client (“Client,” “you,” or “your company”) engaging with our services. These Terms govern the entire relationship between Balit and Sons and the Client, including all engagements for services, access to our website, and any related communications.
By accessing our website, interacting with our social media channels, requesting a proposal, signing a Statement of Work (SOW), or otherwise engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not use our services.
1. Definitions
For the purpose of these Terms, the following definitions shall apply:
- “Agreement”: Refers collectively to these Terms and Conditions, any executed Statement of Work (SOW), and any other mutually agreed-upon addenda or amendments.
- “Client Data”: All data, information, content, and materials provided by the Client to Balit and Sons for the purpose of the Services.
- “Confidential Information”: Any non-public information, whether commercial, financial, technical, or operational, disclosed by one party to the other, explicitly designated as confidential or which, by its nature, would reasonably be understood to be confidential.
- “Deliverables”: All tangible and intangible work product, including but not limited to software code, applications, websites, AI models, reports, documentation, designs, and other materials developed or provided by Balit and Sons to the Client as part of the Services.
- “Intellectual Property Rights” (IPR): All present and future intellectual property rights of any type whatsoever, including, but not limited to, copyright, trademark, patent, trade secret, moral rights, and any other proprietary rights, whether registered or unregistered, and including all applications and rights to apply for registration of any of the foregoing.
- “Services”: The specific technology and consulting services provided by Balit and Sons to the Client, as detailed in an executed SOW.
- “Statement of Work” (SOW): A separate document executed by both parties that defines the specific scope, deliverables, timelines, milestones, and fees for a particular project or set of Services.
- “Third-Party Components”: Any software, libraries, APIs, open-source components, or other materials owned by a third party that are incorporated into the Deliverables.
2. Scope of Services
2.1. Description of Services: Balit and Sons offers a comprehensive range of technology and consulting services. These include, but are not limited to: * Web Development: Custom web application development, responsive website design, front-end and back-end development, e-commerce solutions, and content management system (CMS) integration. * Software & App Development: Development of bespoke software applications for various platforms (e.g., Android, iOS, desktop, cloud), including Minimum Viable Products (MVPs), enterprise solutions, and custom tools. * Datamatrix Creation / RFID Integration & Chip Management: Solutions for product serialization, intelligent inventory management, supply chain optimization, and RFID/chip-based tracking systems. * AI & ML Model Development: Custom Artificial Intelligence and Machine Learning model development, natural language processing (NLP), computer vision, predictive analytics, and data-driven automation. * AI-based Product Research: AI-driven market analysis, competitive intelligence, idea validation, consumer insights, and product feasibility studies. * Automation Software Development: Design and implementation of automation tools, robotic process automation (RPA), workflow automation, and business process optimization software. * Label Management Solutions: Comprehensive solutions for digital label design, printing, integration with inventory systems, and tracking. * Investment & Business Strategy Consulting: Strategic advisory services, technology roadmap development, market entry strategies, and funding guidance for early-stage ventures.
2.2. Engagement Process: Each engagement for Services will be initiated through a detailed Statement of Work (SOW) or a project proposal. The SOW will explicitly define: * The specific Services to be provided. * Detailed functional and technical specifications. * Project scope, including any exclusions. * Deliverables, including any associated documentation or training. * Project timelines and key milestones. * Acceptance criteria and procedures. * Specific fees and payment schedule. * Responsibilities of both Balit and Sons and the Client.
2.3. Changes to Scope: Any changes to the scope of work defined in an SOW must be agreed upon in writing by both parties through a formal Change Request (CR) or an addendum to the SOW. Such changes may impact project timelines, deliverables, and fees.
3. Pricing and Payment Terms
3.1. Service Fees: Fees for our Services will be clearly outlined in the respective SOW. All fees are exclusive of applicable taxes (e.g., GST), which will be added to invoices where required by law.
3.2. Startup-Friendly Payment Plan: For eligible projects, we offer a flexible payment plan: * 12 Monthly Installments: The total project cost can be comfortably spread across twelve (12) equal monthly installments. * 0% Interest: This installment plan is offered at 0% interest, meaning no additional finance charges are applied to the agreed-upon project cost. * Zero Stress, All Growth: This plan is designed to reduce financial burden and allow the Client to focus on business growth.
3.3. Invoicing and Payment: * Invoices will be issued by Balit and Sons according to the payment schedule specified in the SOW (e.g., monthly for installment plans, or upon achievement of project milestones). * All invoices are due and payable within fifteen (15) days from the invoice date, unless otherwise explicitly stated in the SOW. * Payments shall be made via bank transfer or other methods as specified in the invoice. * The Client is responsible for any bank charges or fees associated with the payment transfer.
3.4. Late Payments: * If any payment is not received by the due date, Balit and Sons reserves the right to suspend the provision of Services, delay project deliverables, or withhold access to completed work until all outstanding amounts are paid in full. * A late payment interest of 1.5% per month (or the maximum rate permitted by law, if lower) may be applied to overdue amounts, calculated from the due date until the date of full payment. * In the event of persistent late payments, Balit and Sons may, at its sole discretion, terminate the Agreement in accordance with Clause 9.
4. Intellectual Property Rights (IPR)
4.1. Client Data: All Intellectual Property Rights in the Client Data provided by you for the purpose of the Services shall remain solely with you. You grant Balit and Sons a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and display the Client Data solely for the purpose of providing the Services under the Agreement. You warrant that you have all necessary rights and permissions to provide the Client Data to us for the aforementioned purposes.
4.2. Work Product Ownership: Upon the Client’s full and final payment for the Services as specified in the SOW, Balit and Sons shall assign, and hereby assigns, to the Client all Intellectual Property Rights in the custom-developed software, applications, AI models, website code, unique designs, and other Deliverables created specifically for the Client under the respective SOW. This assignment is contingent upon the full and final payment being received by Balit and Sons.
4.3. Balit and Sons’ Background IP and Tools: Notwithstanding Clause 4.2, Balit and Sons retains all Intellectual Property Rights in and to its pre-existing methodologies, generic code libraries, frameworks, development tools, pre-existing AI models, algorithms, reusable components, and any other proprietary technology or intellectual property that is either owned by Balit and Sons prior to the commencement of the Services or is developed by Balit and Sons independently of the Services (“Balit and Sons IP”).
4.4. License to Client for Balit and Sons IP: To the extent that Balit and Sons IP is incorporated into the Deliverables, Balit and Sons grants the Client a non-exclusive, worldwide, perpetual, royalty-free, non-transferable (except as part of a sale of the Client’s entire business), and non-sublicensable license to use such Balit and Sons IP solely in conjunction with and as an integral part of the Deliverables provided under the Agreement.
4.5. Third-Party Components: The Deliverables may incorporate Third-Party Components, including open-source software, subject to their respective licenses. Balit and Sons will endeavour to inform the Client of significant Third-Party Components and their licenses where applicable. The Client’s use of such Third-Party Components shall be governed by their respective licenses, and Balit and Sons disclaims any liability arising from the use of such Third-Party Components beyond our ability to modify them.
4.6. No Reverse Engineering: The Client agrees not to, and shall not permit any third party to, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, underlying ideas, or algorithms of any Balit and Sons IP or Third-Party Components, except to the extent such activities are expressly permitted by applicable law and cannot be waived by contract.
5. Client Responsibilities
5.1. Cooperation and Information: The Client shall provide timely and accurate information, data, content, materials, feedback, and access (e.g., to systems, APIs, third-party accounts, existing infrastructure) as reasonably required by Balit and Sons for the effective provision of the Services. Any delays in the provision of such resources by the Client may result in corresponding delays in project timelines and may incur additional costs.
5.2. Designated Contact Person: The Client shall designate a primary contact person who possesses the authority to make decisions and provide approvals related to the project. This contact person shall be readily available for communication with Balit and Sons.
5.3. Review and Approval: The Client is responsible for timely review and approval of Deliverables, mock-ups, prototypes, and other project outputs at various stages as defined in the SOW. Failure to provide timely feedback or approvals may impact project timelines and costs.
5.4. Compliance with Laws: The Client warrants that its use of the Services and Deliverables will comply with all applicable local, national, and international laws and regulations, including, but not limited to, those related to privacy, data protection, consumer protection, and intellectual property.
5.5. Security of Access: The Client is responsible for maintaining the confidentiality and security of any credentials or access information provided by Balit and Sons or used in connection with the Services.
6. Our Responsibilities and Project Execution
6.1. Standard of Performance: Balit and Sons agrees to perform the Services with reasonable skill, care, and diligence, using suitably qualified and experienced personnel, and in accordance with generally accepted industry standards and practices.
6.2. Project Management: We will assign a dedicated project manager to oversee the Services and maintain regular communication with the Client’s designated contact.
6.3. Delivery and Acceptance: Deliverables will be presented to the Client according to the milestones defined in the SOW. The Client shall review and test the Deliverables against the agreed-upon acceptance criteria within the timeframe specified in the SOW. If no specific timeframe is mentioned, the Client shall have seven (7) days to review. Acceptance shall be deemed to occur upon: * Written approval by the Client. * Deployment or live use of the Deliverables by the Client. * Failure to provide written rejection with specific reasons within the stipulated review period. In the event of non-acceptance, Balit and Sons will make reasonable efforts to address the identified issues, and the Deliverables will be resubmitted for acceptance.
6.4. Warranty for Deliverables: Balit and Sons warrants that the custom-developed Deliverables will perform substantially in accordance with the specifications outlined in the SOW for a period of [e.g., ninety (90) days] from the date of acceptance (“Warranty Period”). During the Warranty Period, Balit and Sons will, at its own expense, correct any material defects or errors in the Deliverables that cause them not to conform to the specifications. This warranty does not cover issues arising from: * Modifications made to the Deliverables by anyone other than Balit and Sons. * Improper use or operation of the Deliverables by the Client. * Problems with third-party software, hardware, or network infrastructure not provided by Balit and Sons. * Force Majeure events (as defined in Clause 12.8).
6.5. Support and Maintenance: Post-warranty support and maintenance services are not included in the initial development fees unless explicitly specified in an SOW. Such services may be provided under a separate agreement with additional fees.
7. Confidentiality
7.1. Confidentiality Obligation: Both parties acknowledge that in the course of the engagement, they may obtain Confidential Information from the other party. Each party agrees to maintain strict confidentiality of the other party’s Confidential Information and to use such information solely for the purpose of fulfilling its obligations under the Agreement.
7.2. Non-Disclosure: Neither party shall disclose, reproduce, or transmit the Confidential Information of the other party to any third party, except to its employees, contractors, advisors, or agents who have a legitimate need to know such information for the purpose of the Agreement and are bound by confidentiality obligations no less stringent than those contained herein.
7.3. Exclusions: The obligations of confidentiality shall not apply to information that: * Is or becomes publicly available through no fault of the receiving party. * Was rightfully in the receiving party’s possession prior to disclosure by the disclosing party. * Is independently developed by the receiving party without use of the disclosing party’s Confidential Information. * Is rightfully obtained from a third party without restriction on disclosure. * Is required to be disclosed by law, regulation, or a court order, provided that the receiving party provides prompt notice to the disclosing party to allow them to seek a protective order or other appropriate remedy.
7.4. Duration: The confidentiality obligations shall survive the termination or expiration of the Agreement for a period of [e.g., five (5) years], or indefinitely for trade secrets.
8. Data Protection and Privacy
8.1. Compliance with DPDP Act, 2023: Balit and Sons is committed to complying with the Digital Personal Data Protection Act, 2023 (DPDP Act) of India. We collect, process, and store personal data in accordance with our Privacy Policy, available on our website.
8.2. Data Fiduciary and Data Processor: To the extent Balit and Sons processes personal data on behalf of the Client, Balit and Sons acts as a “Data Processor” and the Client acts as a “Data Fiduciary” as defined under the DPDP Act.
8.3. Client Obligations as Data Fiduciary: The Client warrants that it has all necessary rights, consents, and legal bases under the DPDP Act (and any other applicable data protection laws, such as GDPR if processing EU personal data, or CCPA if processing California personal data) to provide personal data to Balit and Sons for processing. The Client shall ensure that all instructions provided to Balit and Sons regarding the processing of personal data comply with applicable laws.
8.4. Balit and Sons’ Obligations as Data Processor: Balit and Sons will: * Process personal data only on the documented instructions of the Client. * Implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk of processing personal data, including measures to prevent personal data breaches (unauthorised processing or accidental disclosure, acquisition, sharing, use, alteration, destruction, or loss of access). * Assist the Client in complying with its obligations under the DPDP Act, including responding to data principal rights requests (e.g., access, correction, erasure) and data protection impact assessments, where applicable and reasonably requested by the Client, at an agreed-upon cost. * Notify the Client without undue delay upon becoming aware of a personal data breach affecting the Client Data. * Ensure that personnel authorized to process personal data are bound by confidentiality obligations. * Not engage sub-processors without the Client’s prior written authorization, and ensure that any authorized sub-processors are bound by data protection obligations equivalent to those set out in these Terms.
8.5. Specific Privacy Policies: If the Client’s business or data processing activities fall under specific data protection regulations (e.g., GDPR due to processing EU residents’ data, CCPA due to processing California residents’ data, HIPAA due to health data), the Client is responsible for notifying Balit and Sons and ensuring that the SOW includes any necessary data processing addendums or specific clauses to comply with such regulations.
9. Limitation of Liability
9.1. Exclusion of Damages: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BALIT AND SONS TECHNOLOGIES PRIVATE LIMITED, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR MULTIPLE DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES.
9.2. Aggregate Liability Cap: IN ANY EVENT, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE TOTAL AGGREGATE LIABILITY OF BALIT AND SONS TECHNOLOGIES PRIVATE LIMITED TO THE CLIENT FOR ALL CLAIMS, LOSSES, COSTS, OR DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO BALIT AND SONS FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
9.3. Basis of the Bargain: THE LIMITATIONS OF LIABILITY SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN BALIT AND SONS AND THE CLIENT. BALIT AND SONS WOULD NOT BE ABLE TO PROVIDE THE SERVICES ON AN ECONOMIC BASIS WITHOUT SUCH LIMITATIONS.
10. Indemnification
10.1. Client Indemnity: The Client agrees to indemnify, defend, and hold harmless Balit and Sons Technologies Private Limited, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys’ fees and legal costs) arising from or relating to: * Your breach of any terms, conditions, or warranties in this Agreement. * Your use of the Services or Deliverables in a manner not authorized by these Terms or the SOW. * Any claim that the Client Data or Client’s business activities infringe upon the Intellectual Property Rights or privacy rights of any third party. * Your violation of any applicable laws or regulations.
10.2. Balit and Sons Indemnity (IP Infringement): Balit and Sons shall indemnify, defend, and hold harmless the Client from and against any third-party claims alleging that the Deliverables (excluding Client Data and Third-Party Components) directly infringe a valid Intellectual Property Right of a third party, provided that: * The Client promptly notifies Balit and Sons in writing of the claim. * The Client grants Balit and Sons sole control over the defense and settlement of the claim. * The Client provides reasonable assistance, at Balit and Sons’ expense. * Balit and Sons shall have no liability for any infringement arising from (a) the Client’s use of the Deliverables in combination with other software or hardware not provided by Balit and Sons, (b) modifications to the Deliverables not made by Balit and Sons, or (c) use of the Deliverables in a manner inconsistent with the Agreement or SOW. If the Deliverables are held to infringe, or if Balit and Sons believes they may infringe, Balit and Sons may, at its option and expense, either (i) modify the Deliverables so that they are non-infringing, (ii) procure a license for the Client to continue using the Deliverables, or (iii) terminate the relevant Services and refund a pro-rata portion of the fees paid for the infringing Deliverables.
11. Termination
11.1. Termination for Cause: Either party may terminate the Agreement or any specific SOW immediately by providing written notice to the other party if: * The other party commits a material breach of any of its obligations under the Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof. * The other party becomes insolvent, enters into liquidation, or has a receiver or administrator appointed over its assets.
11.2. Termination for Convenience: Termination for convenience clauses, if applicable, will be explicitly defined within the individual SOWs. Unless otherwise stated in the SOW, neither party may terminate for convenience.
11.3. Effect of Termination: * Upon the effective date of termination, the Client shall immediately cease all use of the Services and any Deliverables for which full payment has not been made. * All outstanding fees for Services rendered up to the effective date of termination shall become immediately due and payable. * Balit and Sons will cooperate to transfer any Client Data and completed Deliverables to the Client, subject to full payment of all outstanding invoices. * Accrued rights and obligations, including but not limited to clauses relating to Intellectual Property Rights, Confidentiality, Disclaimer of Warranties, Limitation of Liability, Indemnification, Governing Law, and Dispute Resolution, shall survive the termination or expiration of the Agreement.
12. General Provisions
12.1. Entire Agreement: This Agreement, including these Terms and any executed SOWs, constitutes the entire agreement between Balit and Sons and the Client with respect to the Services and supersedes all prior and contemporaneous communications, understandings, and agreements, whether oral or written.
12.2. Amendments: No amendment, modification, or waiver of any provision of these Terms shall be effective unless in writing and signed by duly authorized representatives of both parties.
12.3. Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed from the Agreement, and the remaining provisions shall remain in full force and effect.
12.4. Waiver: No delay or omission by either party to exercise any right or power hereunder shall impair any such right or power or be construed as a waiver thereof. A waiver by either party of any breach or default by the other party shall not constitute a waiver of any subsequent breach or default.
12.5. Assignment: Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that Balit and Sons may assign this Agreement in its entirety to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets.
12.6. Relationship of Parties: The parties are independent contractors. Nothing in this Agreement shall be construed as creating a partnership, joint venture, agency, or employment relationship between the parties. Neither party has the authority to bind the other or incur obligations on its behalf.
12.7. Notices: All notices and communications under this Agreement shall be in writing and deemed to have been duly given when delivered by email to the primary contact email addresses specified in the SOW or otherwise formally designated, or upon receipt if sent by registered mail or recognized courier service to the registered addresses of the parties.
12.8. Force Majeure: Neither party shall be liable for any delay or failure to perform its obligations hereunder (excluding payment obligations) due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, epidemics, pandemics, strikes, shortages of transportation facilities, fuel, energy, labor, or materials (“Force Majeure Event”). The party affected by a Force Majeure Event shall promptly notify the other party and use reasonable efforts to mitigate the impact of the event.
13. Governing Law and Dispute Resolution
13.1. Governing Law: This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law principles.
13.2. Arbitration: Any dispute, controversy, or claim arising out of or relating to this Agreement, including its existence, validity, interpretation, performance, breach, or termination thereof, shall be referred to and finally resolved by arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996, as amended from time to time. * The arbitration shall be conducted by a sole arbitrator mutually appointed by both parties. If the parties fail to agree on a sole arbitrator within fifteen (15) days of the request for arbitration, the arbitrator shall be appointed in accordance with the rules of the Act. * The seat and venue of the arbitration shall be Delhi, India. * The language of the arbitration proceedings shall be English. * The award rendered by the arbitrator shall be final and binding on both parties.
14. Feedback and Support
For any feedback, issues, or inquiries regarding the Services or these Terms, please contact our dedicated Tech Support Team:
Email: support@balitandsonstechnologies.com
Balit and Sons Technologies Private Limited Website: balitandsonstechnologies.com