1. Definitions and Interpretation

"Laraware" or "Company" means Laraware, a company incorporated under the laws of India, having its registered office at B-2/64, Vibhutikhand, Gomtinagar, Lucknow, Uttar Pradesh, India, 226010, engaged in AI-powered software development, fintech solutions, and related technology services.

"Client" means any individual, entity, corporation, partnership, or organization that enters into an agreement with Laraware for the provision of Services.

"Services" means all software development services, AI-powered solutions, fintech applications, SaaS platforms, consulting services, maintenance, support, training, and any other services provided by Laraware.

"Intellectual Property" means all intellectual property rights including patents, trademarks, copyrights, trade secrets, proprietary information, know-how, algorithms, and any other intellectual property whether registered or unregistered.

"Confidential Information" means all non-public, proprietary, or confidential information disclosed by either party, including technical data, trade secrets, know-how, research, product plans, software, customers, and financial information.

2. Acceptance and Binding Nature

By accessing, using, or contracting for any Services provided by Laraware, the Client unconditionally accepts and agrees to be bound by these Terms and Conditions in their entirety. These Terms constitute a legally binding agreement. If the Client does not agree, the Client must immediately cease all use of Services.

The Client represents and warrants that they have full legal capacity and authority to enter into this Agreement, and that the person executing this Agreement has the requisite authority to bind the Client.

3. Services and Scope

Laraware provides the following categories of Services:

• AI-powered fintech software development
• Custom software development and programming
• SaaS platform development and deployment
• School management system development
• Hospital management system development
• Financial API integration (AePS, BBPS, DMT, etc.)
• Cloud infrastructure and DevOps services
• Consulting and advisory services
• Training and support services

Laraware reserves the right to modify the scope, methodology, or approach of Services at its sole discretion, and may subcontract any portion of the Services to qualified third parties.

4. Client Obligations and Responsibilities

The Client shall provide accurate, complete, and timely information required for Service delivery; ensure Authorized Users comply with these Terms; maintain confidentiality of access credentials; promptly notify Laraware of any security breaches; cooperate fully with Laraware; ensure adequate hardware, software, and network infrastructure; and maintain internet connectivity and bandwidth requirements.

The Client warrants that all Data provided to Laraware is accurate, complete, and current; does not violate any third-party rights; complies with all applicable laws; and is free from viruses, malware, or other harmful components.

5. Intellectual Property Rights

Laraware retains all right, title, and interest in and to all pre-existing Intellectual Property, all methodologies, processes, and know-how used in providing Services, and all improvements, enhancements, and derivative works created by Laraware.

All work product, deliverables, and Intellectual Property created by Laraware in the course of providing Services shall be the exclusive property of Laraware. The Client receives only a limited, non-exclusive, non-transferable license to use the work product solely for its internal business purposes.

Any feedback, suggestions, or ideas provided by the Client to Laraware shall become the exclusive property of Laraware and may be used without any obligation or compensation to the Client.

6. Payment Terms and Financial Obligations

The Client shall pay all fees and charges as specified in the applicable SOW or Service Agreement. All fees are non-refundable except as expressly provided in these Terms. Payment terms are net 30 days from invoice date. All payments shall be made in Indian Rupees (INR) unless otherwise agreed.

Late payments shall incur interest at the rate of 18% per annum or the maximum rate permitted by law, whichever is higher. All fees are exclusive of taxes, duties, levies, and assessments. The Client is responsible for all applicable taxes including GST and TDS.

7. Confidentiality and Non-Disclosure

Each party agrees to hold all Confidential Information in strict confidence; use Confidential Information solely for the purposes of this Agreement; not disclose Confidential Information to any third party without prior written consent; and protect Confidential Information using no less than reasonable care.

Confidentiality obligations do not apply to information that is publicly available, was rightfully known prior to disclosure, is independently developed without use of Confidential Information, or is required to be disclosed by law. Confidentiality obligations shall survive termination of this Agreement for a period of five (5) years.

8. Data Protection and Privacy

Laraware shall process Client Data in accordance with applicable data protection laws and Laraware’s Privacy Policy. Laraware shall implement appropriate technical and organizational measures to protect Client Data including access controls, data encryption in transit and at rest, regular security assessments, and incident response procedures.

9. Limitation of Liability

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, LARAWARE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND UNINTERRUPTED OR ERROR-FREE OPERATION.

IN NO EVENT SHALL LARAWARE’S TOTAL LIABILITY TO THE CLIENT EXCEED THE TOTAL AMOUNT PAID BY THE CLIENT TO LARAWARE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. LARAWARE SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

10. Indemnification

The Client shall defend, indemnify, and hold harmless Laraware, its affiliates, officers, directors, employees, and agents from and against all claims, damages, losses, costs, and expenses arising from: the Client’s breach of these Terms; the Client’s use of Services in violation of applicable laws; the Client’s Data or information provided to Laraware; or negligent or wrongful acts or omissions of the Client.

11. Service Level Agreements and Warranties

Laraware warrants that Services will be performed in a professional and workmanlike manner in accordance with industry standards. The Client’s sole remedy for breach of this warranty is re-performance of the defective Services at no additional charge. Laraware warrants that Software will substantially conform to its specifications for a period of ninety (90) days from delivery.

12. Termination and Suspension

Either party may terminate this Agreement for any reason with thirty (30) days’ written notice. Either party may terminate immediately if the other party materially breaches this Agreement and fails to cure within thirty (30) days, becomes insolvent, or ceases to conduct business. Laraware may suspend Services immediately without notice for non-payment, security breaches, or where continued provision would violate applicable law.

13. Force Majeure

Neither party shall be liable for any failure or delay in performance due to events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, epidemics, labor strikes, internet outages, or supplier failures. If a force majeure event continues for more than sixty (60) days, either party may terminate this Agreement upon written notice.

14. Dispute Resolution and Governing Law

This Agreement shall be governed by and construed in accordance with the laws of India. The courts of Mumbai, India shall have exclusive jurisdiction over all disputes. The parties shall attempt to resolve disputes through direct negotiation between senior executives, then mediation before a mutually agreed mediator, then arbitration under the rules of the Mumbai Centre for International Arbitration. The Client waives any right to participate in class action lawsuits against Laraware.

15. Modification of Terms

Laraware reserves the right to modify these Terms at any time. Modifications shall become effective immediately upon posting on Laraware’s website. The Client’s continued use of Services after modification constitutes acceptance of the revised Terms.

16–20. Additional Provisions

Assignment: Laraware may assign its rights and obligations to any affiliate or successor. The Client may not assign without Laraware’s prior written consent.

Severability: If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force.

Compliance: The Client acknowledges that Laraware’s Services are subject to RBI regulations, the Information Technology Act 2000, data protection laws, and anti-money laundering requirements.

Third Party Services: Laraware may depend on or integrate with third-party services. Laraware disclaims all liability for third-party service availability, performance, or compliance.

Notices: All notices shall be in writing. For Laraware: B-2/64, Vibhutikhand, Gomtinagar, Lucknow, Uttar Pradesh, India, 226010 | legalteam@laraware.com.

Acceptance and Acknowledgment

BY USING LARAWARE’S SERVICES OR EXECUTING A STATEMENT OF WORK, THE CLIENT ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS.