Terms & Conditions

Our Services

Ambient Infotech provides a range of technology and digital services, including but not limited to:

• Website design and development
• Web application development
• Custom software development
• Mobile application development
• E-commerce development and solutions
• Shopify and Magento development
• ERP and CRM development
• SaaS development
• AI and technology solutions
• Digital marketing
• Search Engine Optimization (SEO)
• Pay Per Click (PPC) advertising
• IT outsourcing and dedicated development resources
• Server management and technical support
• Quality Assurance (QA) and software testing
• Website maintenance and support
• API development and third-party integrations
• UI/UX design and digital solutions

The exact services, deliverables and scope of work provided to the Client will be defined in the applicable proposal, quotation, Statement of Work (“SOW”), project agreement or other written communication accepted by both parties.

Project Engagement and Pricing

Projects may be undertaken on a time-and-materials, hourly, dedicated-resource, milestone-based or fixed-price basis, depending on the agreement between Ambient Infotech and the Client.

Unless specifically agreed otherwise in writing:

• Fees and estimates are based on the information and requirements available at the time of quotation.
• Any applicable taxes, including GST, VAT or other government charges, will be payable by the Client where applicable.
• Estimates and quotations are valid for 30 days from the date of issue unless otherwise stated.
• Changes to requirements, scope, functionality, design, integrations or specifications may result in additional charges and/or changes to delivery timelines.
• Third-party costs, including hosting, domains, licenses, paid plugins, APIs, software subscriptions, advertising expenditure and other external services, are generally payable by the Client unless specifically included in the quotation.

Dedicated Resources

Where the Client engages dedicated developers, designers, testers, project managers or other resources, the allocation will be based on the agreed booking period and service model.

Resources may operate from Ambient Infotech's offices or other approved working locations, depending on the service arrangement.

The Client agrees to provide sufficient tasks, information, feedback and approvals to allow allocated resources to work efficiently.

If work is delayed because required information, access, content, approvals or feedback are not provided by the Client, the project timeline may be extended accordingly.

Working Hours and Holidays

Standard working hours may vary depending on the team, project and office location.

For resources operating from India, standard working hours are generally Monday to Friday during normal Indian business hours, subject to applicable public holidays and the agreed project schedule.

Any planned public holidays or changes in working schedules may be communicated to the Client in advance where relevant.

Quality of Service

Ambient Infotech aims to provide professional, reliable and high-quality technology services.

We will make reasonable efforts to:

• Deliver services professionally and within the agreed project scope.
• Communicate clearly with the Client.
• Respond to enquiries and project communications within a reasonable timeframe.
• Provide appropriate project contacts where required.
• Keep the Client informed about significant project issues, dependencies and delays.
• Provide services using reasonable professional skill and care.

Our objective is to build long-term relationships with our Clients through transparent communication, technical expertise and reliable service.

Client Responsibilities

The Client agrees to:

• Provide clear and accurate requirements.
• Provide required content, information, credentials and technical access in a timely manner.
• Review project work and provide feedback promptly.
• Approve designs, functionality, milestones and deliverables within a reasonable timeframe.
• Inform Ambient Infotech of any planned absence or delay that may affect the project.
• Maintain appropriate backups of Client-owned data and systems.
• Ensure that any content, data, images, software or materials supplied to Ambient Infotech may legally be used for the project.
• Notify Ambient Infotech promptly if there are concerns regarding the services.

Delays caused by the Client, third-party providers or unavailable dependencies may affect the estimated project completion date.

Work We Will Not Normally Perform

Unless specifically agreed in writing, Ambient Infotech will not:

• Make changes directly to a live production server where a suitable development or staging environment is available.
• Be responsible for maintaining the Client's only copy of data.
• Guarantee that a Client will always have sufficient work available for dedicated resources.
• Tolerate abusive, threatening or discriminatory behaviour toward employees, contractors or representatives.
• Contact the Client's end customers directly unless expressly authorised.
• Transfer or outsource the Client's confidential project work to an unrelated third party without appropriate authorisation or agreement.

Where the Client specifically requests work to be performed on a live server, such work may be undertaken at the Client's risk and the Client should maintain an appropriate backup before work begins.

Basis of Charging

Services may be charged according to the agreed pricing model, including:

• Hourly rates
• Daily rates
• Weekly or monthly dedicated-resource rates
• Fixed-price project fees
• Milestone-based payments
• Pre-purchased service-hour blocks
• Maintenance or support retainers

The applicable pricing model and rates will be stated in the relevant quotation, proposal, SOW or agreement.

Unless otherwise agreed, work outside the agreed scope may be charged at Ambient Infotech's prevailing rates.

Acceptance of Services

During a project, the Client may be required to review, test and approve individual stages, designs, features or milestones.

The Client should complete testing and provide feedback within a reasonable period.

Where the Client approves a milestone or deliverable, subsequent changes may be treated as additional work if they fall outside the originally agreed scope.

A project may be considered substantially completed when the agreed deliverables have been supplied and made available to the Client for testing or acceptance.

Backups and Data

The Client is responsible for maintaining appropriate backups of its websites, applications, databases, files and other important information.

Ambient Infotech may provide backup or server-management services where expressly included in the applicable agreement.

However, unless specifically agreed in writing, the Client remains responsible for maintaining an independent backup of its data.

Ambient Infotech will not be responsible for loss of data caused by circumstances outside its reasonable control, including third-party hosting failures, Client actions, unauthorised modifications, malware, infrastructure failure or other external events.

Invoices and Payment

Unless otherwise agreed in writing:

• Project invoices may be issued before commencement of work or according to the agreed milestone/payment schedule.
• The Client must pay invoices by the due date stated on the invoice.
• All invoices must be paid in the currency in which they are issued.
• Applicable taxes will be charged where required by law.
• Work may be temporarily suspended where invoices remain unpaid.
• Suspension of services may affect project timelines.
• Ambient Infotech may restrict access to project resources, hosting or other services where payment remains outstanding, subject to applicable law and the terms of the agreement.

Any applicable late-payment charges will be specified in the applicable agreement or invoice and will be subject to applicable law.

Limitation of Liability

To the maximum extent permitted by applicable law, Ambient Infotech shall not be liable for:

• Loss of profits
• Loss of business
• Loss of revenue
• Loss of anticipated savings
• Loss of goodwill
• Loss of business opportunity
• Loss or corruption of data
• Indirect or consequential losses
• Special or incidental damages

Nothing in these Terms and Conditions shall exclude or limit liability where such exclusion or limitation is prohibited by applicable law, including liability for fraud or for death or personal injury caused by negligence where such liability cannot legally be excluded.

Subject to applicable law, Ambient Infotech's total aggregate liability arising from or relating to a project or service shall not exceed the total amount actually paid by the Client to Ambient Infotech for the specific services giving rise to the claim during the 12 months preceding the event giving rise to the claim.

Termination

Either party may terminate a project or service in accordance with the applicable agreement.

Ambient Infotech may suspend or terminate services where:

• The Client fails to pay an invoice by the due date and does not remedy the failure after receiving written notice.
• The Client materially breaches these Terms and Conditions and fails to remedy the breach within a reasonable period where the breach is capable of remedy.
• The Client engages in abusive, unlawful or fraudulent activity.
• Continued performance of the project becomes commercially or technically impractical.
• The Client becomes insolvent or subject to applicable insolvency proceedings.

Upon termination:

• All outstanding amounts for services already provided will become payable.
• The Client will remain responsible for approved or committed third-party costs.
• Any applicable licences granted by Ambient Infotech may terminate according to their terms.
• Each party's accrued rights and obligations will remain unaffected.
• Project files and deliverables may be provided subject to payment of all outstanding amounts, where legally permissible.

If the Client wishes to terminate services, written notice should be provided to Ambient Infotech at the relevant contact email and, where applicable, to the assigned Project Manager.

Warranty and Bug Fixes

Unless a different warranty period is stated in the applicable agreement, Ambient Infotech provides a 30-calendar-day warranty period for defects in code or functionality specifically developed by Ambient Infotech and included within the agreed project scope.

During the warranty period, the Client must notify Ambient Infotech in writing of any reproducible defect.

Where Ambient Infotech confirms that the issue is a defect caused by its own development work, reasonable corrective work will be provided without additional development charges.

The warranty does not cover:

• New features or change requests.
• Changes made by the Client or a third party.
• Problems caused by third-party software, plugins, APIs or services.
• Hosting or server configuration changes.
• Client-supplied content or data.
• Issues caused by unsupported software or infrastructure.
• Problems caused by misuse or unauthorised modifications.
• Issues that cannot reasonably be reproduced or verified.
• Software or code developed by third parties.
• Changes made after delivery or approval.

The warranty does not guarantee that the software will achieve a particular commercial result, revenue level, ranking, conversion rate or business objective.

Third-Party Services

Projects may require third-party services, software, APIs, hosting providers, plugins, themes, payment gateways, advertising platforms, app stores or other external services.

Ambient Infotech is not responsible for changes, outages, pricing, policies, restrictions or failures caused by third-party providers.

Third-party licences and subscription fees are generally the Client's responsibility unless specifically included in the project quotation.

Disputes and Complaints

Ambient Infotech aims to resolve project concerns quickly and professionally.

If the Client has a concern regarding the service, the Client should first contact the assigned Project Manager or designated point of contact.

If the issue cannot be resolved at the project level, it may be escalated to an appropriate senior representative of Ambient Infotech.

The parties will make reasonable efforts to resolve disputes through good-faith communication before commencing formal legal proceedings, where appropriate.

Intellectual Property Rights

Each party retains ownership of its pre-existing intellectual property, including software, frameworks, processes, trademarks, designs, documentation, know-how and other materials owned or licensed before the project.

Unless otherwise stated in writing, Ambient Infotech retains ownership of its pre-existing tools, frameworks, reusable code, libraries, development methodologies and general know-how.

Subject to full payment of all amounts due, the Client will own the intellectual property rights in the bespoke project deliverables specifically created for the Client under the agreed scope, except for:

• Third-party software and open-source components.
• Ambient Infotech's pre-existing intellectual property.
• Reusable frameworks, libraries, tools and development systems.
• Third-party licensed materials.
• Materials subject to separate licensing terms.

Ambient Infotech may retain and use general skills, knowledge, ideas, techniques and non-confidential development experience acquired during the project.

Confidentiality

Each party agrees to keep confidential information received from the other party confidential and to use such information only for purposes connected with the project or business relationship.

Confidential information does not include information that:

• Is publicly available through no breach of these Terms.
• Was already lawfully known to the receiving party.
• Is independently developed without using confidential information.
• Is lawfully received from a third party.
• Must be disclosed by law or by a competent authority.

These confidentiality obligations will survive termination of the relevant project or service.

Online Project Management and Client Accounts

Where Ambient Infotech provides access to a project management platform, client portal or other online system:

• Access is provided for project management and communication purposes.
• The Client is responsible for keeping login credentials confidential.
• The Client must not share credentials with unauthorised persons.
• Ambient Infotech may suspend or disable access where necessary for security or contractual reasons.
• Ambient Infotech does not guarantee that third-party project management platforms will always be available or free from errors or security incidents.

Security and Acceptable Use

The Client must not knowingly introduce malicious software, viruses, malware or other harmful material into systems operated or managed by Ambient Infotech.

The Client must not attempt to obtain unauthorised access to Ambient Infotech systems, servers, accounts, project-management systems or infrastructure.

Any security incident affecting a project should be reported to Ambient Infotech as soon as reasonably possible.

No Guarantee of Commercial Success

Ambient Infotech will use reasonable professional skill and care in providing its services.

However, we do not guarantee that a website, application, software product, SEO campaign, advertising campaign, digital marketing activity or other service will achieve a particular level of revenue, traffic, search ranking, leads, downloads, sales or commercial success.

Commercial results depend on many factors outside Ambient Infotech's reasonable control.

Client Content and Third-Party Materials

The Client is responsible for ensuring that all text, images, videos, trademarks, databases, documents, software and other materials supplied to Ambient Infotech may legally be used.

The Client agrees to indemnify Ambient Infotech against claims arising from Client-supplied materials where permitted by applicable law.

Ambient Infotech will not knowingly use materials that it understands to infringe third-party rights.

Procedures for Resolving Problems

If the Client is dissatisfied with any part of the service, including project delivery, communication or invoices, the Client should raise the concern promptly with:

• The assigned Developer or technical contact, where appropriate.
• The assigned Project Manager.
• The Accounts Team for billing and invoice-related matters.
• Senior management where the matter cannot be resolved through the normal project process.

We encourage Clients to raise concerns directly with us so that we have a reasonable opportunity to investigate and resolve them.

Respectful Communication

Ambient Infotech expects all Clients, employees, contractors and representatives to communicate professionally and respectfully.

Abusive, threatening, discriminatory or harassing behaviour toward our employees, contractors or representatives will not be tolerated.

Where serious misconduct occurs, Ambient Infotech reserves the right to suspend communications or services, subject to applicable law and the applicable agreement.

Non-Solicitation

During the business relationship and for 12 months after its termination, the Client shall not knowingly solicit for direct employment or engagement any employee or dedicated resource of Ambient Infotech with whom the Client had substantial direct contact through the project, except with Ambient Infotech's prior written consent.

This restriction does not prevent recruitment through general public advertisements or recruitment processes that are not specifically targeted at Ambient Infotech personnel.

This clause shall apply only to the extent permitted and enforceable under applicable law.

Governing Law and Jurisdiction

The governing law and jurisdiction applicable to a particular Client or project will be specified in the applicable agreement, proposal or Statement of Work.

Where no separate governing-law provision has been agreed in writing, the parties will seek to resolve disputes in accordance with the laws and courts applicable to the relevant contracting entity and Client relationship.

Entire Agreement

These Terms and Conditions, together with the applicable quotation, proposal, Statement of Work, project agreement and other documents expressly incorporated into the engagement, constitute the agreement between Ambient Infotech and the Client regarding the relevant services.

They supersede previous discussions or understandings relating to the same subject matter to the extent permitted by applicable law.

Any amendment to the agreed scope, pricing or material terms should be confirmed in writing.

Contact Information