Client Services Terms

1. Scope of these terms

These Client Services Terms ("Services Terms") apply when KLINN AI Technologies Pvt. Ltd. ("KLINN AI", "we", "us") provides professional services to a business client ("Client", "you") — including custom software, SaaS/product engineering, AI solutions, web/mobile applications, integrations, consulting, and related digital work.

A signed proposal, quotation, master services agreement, or Statement of Work ("SOW") controls the specific engagement. If there is a conflict, the signed SOW prevails over these website Services Terms. Payment, cancellation, and refunds are detailed in our Payment Policy, which forms part of these Services Terms by reference.

2. Nature of services

We deliver B2B professional services. Deliverables, timelines, assumptions, and acceptance criteria are defined in the applicable SOW. Unless expressly stated as fixed-price and fixed-scope, estimates of effort, cost, or schedule are indicative and may change if requirements change.

3. Client responsibilities

You agree to:

• provide timely access to stakeholders, content, credentials, environments, and decisions required for delivery;
• ensure you have rights to materials you supply (brand assets, data, APIs, content);
• review and respond to drafts, demos, and acceptance requests within the timelines in the SOW (or within a reasonable period if none is stated);
• pay invoices as set out in the SOW and Payment Policy;
• use deliverables only as licensed and in compliance with applicable law.

Delays caused by Client inaction, missing inputs, or scope changes may extend timelines and increase fees.

4. Change requests

Work outside the agreed SOW scope (new features, redesigns, additional platforms, third-party integrations not listed, etc.) requires a written change order with revised fees and schedule before KLINN AI is obliged to perform that work.

5. Acceptance

Deliverables are accepted when (a) Client provides written acceptance, or (b) Client does not raise a material, reproducible defect against the SOW acceptance criteria within the acceptance window stated in the SOW (default: seven (7) business days after delivery notice), or (c) Client uses the deliverable in production. Cosmetic preferences outside the SOW are not defects.

6. Intellectual property

Pre-existing IP. Each party retains ownership of tools, libraries, frameworks, know-how, and materials it owned before the engagement or developed independently outside the SOW.

Project deliverables. Upon full payment of all fees due for a phase or project, Client receives the licence or ownership rights described in the SOW (typically a licence to use custom project code developed specifically for Client, excluding KLINN AI pre-existing IP, third-party open-source components, and reusable internal frameworks). Open-source components remain under their respective licences.

Until fees are paid in full for the relevant deliverables, KLINN AI reserves all rights in unpaid work product and may suspend licences or withhold handoff.

7. Confidentiality

Each party shall protect the other's non-public business, technical, and personal information with reasonable care and use it only for the engagement, except where disclosure is required by law or already public through no fault of the receiving party.

8. Data protection

Where we process personal data on Client's behalf inside a delivered product or during implementation, roles and instructions will be set out in the SOW or a data processing addendum. Website enquiry data is governed by our Privacy Policy.

9. Warranties

We warrant that services will be performed in a professional and workmanlike manner consistent with industry practice for similar Indian software engagements. Except as expressly stated in a signed SOW, all other warranties (including fitness for a particular purpose and uninterrupted error-free operation) are disclaimed to the fullest extent permitted by the laws of India.

10. Limitation of liability

To the maximum extent permitted by law, KLINN AI's total aggregate liability arising out of an engagement shall not exceed the fees actually paid by Client to KLINN AI for the specific SOW giving rise to the claim in the three (3) months preceding the claim. We shall not be liable for indirect, incidental, special, consequential, or punitive damages, loss of profits, goodwill, data, or business interruption, even if advised of the possibility.

11. Suspension & termination

We may suspend work for non-payment, material Client breach, or legal risk. Either party may terminate for material breach if not cured within fifteen (15) days of written notice (or as stated in the SOW). Fees for work performed remain due. Refund eligibility is governed solely by the Payment Policy.

12. Non-solicitation

During an engagement and for twelve (12) months thereafter, Client shall not solicit for employment any KLINN AI personnel materially involved in the project, except via general public job advertisements not targeted at such personnel, unless we agree in writing.

13. Governing law

These Services Terms are governed by the laws of India. Disputes are subject to the competent courts in India, unless the SOW specifies otherwise.

14. Contact

Engagement questions: admin@klinnai.com