Terms of Service

1. Definitions

For the purposes of these Terms, the following definitions shall apply:

Term	Definition
Services	Technology consulting, software development, system integration, automation, data solutions, technical operations, and any other professional services provided by Ascendate as defined in an applicable SOW or MSA.
Statement of Work (SOW)	A written document executed by both parties defining scope, deliverables, timelines, milestones, fees, and specific terms for a particular Engagement.
Master Services Agreement (MSA)	A framework agreement governing the overarching terms of the business relationship, under which individual SOWs may be executed.
Engagement	The contractual arrangement between Ascendate and a Client for the provision of Services.
Deliverables	All work product, code, designs, documentation, reports, and other materials produced by Ascendate during an Engagement.
Confidential Information	All non-public information disclosed by either party, including business strategies, financial data, trade secrets, technical architecture, source code, credentials, customer data, and proprietary methodologies.
Intellectual Property (IP)	All patents, copyrights, trademarks, trade secrets, design rights, database rights, moral rights, and any other intellectual property rights, whether registered or unregistered.
Pre-existing IP	Any Intellectual Property owned by or licensed to a party prior to the commencement of an Engagement, or developed independently of it.

2. Nature of Services

Ascendate Technologies operates as an embedded technology partner for businesses. Our service model is distinct from traditional agency or freelance arrangements:

• Embedded partnership: We integrate with your team and operations to deliver technology solutions tailored to your specific business context, workflows, and objectives.
• Ongoing relationship: Our Engagements are designed as continuing partnerships that extend beyond initial delivery to include monitoring, maintenance, optimisation, and iterative development.
• Full-stack capability: Our Services may encompass technology consulting, custom software development, system architecture, automation, data solutions, cloud infrastructure management, and ongoing technical operations.

3. Use of Our Website

You may access and use our Website solely for lawful purposes. By using our Website, you represent that you are at least eighteen (18) years of age and possess the legal capacity to enter into binding agreements. You agree not to:

• Use the Website in any manner that violates any applicable local, state, national, or international law or regulation
• Attempt to gain unauthorised access to any portion of the Website, connected systems, servers, or databases through hacking, password mining, or any other means
• Introduce viruses, trojan horses, worms, ransomware, or other material that is malicious or technologically destructive
• Use automated systems including robots, spiders, scrapers, or data mining tools to access or extract data without prior written consent
• Impersonate Ascendate, an Ascendate employee, or any other person or entity when submitting forms or communicating through the Website
• Collect, harvest, or store Personal Data of other users without their express consent

We reserve the right to restrict, suspend, or terminate access to the Website for any user who violates these provisions, without prior notice and without liability.

4. Engagement Terms & Service Agreements

All professional Engagements are governed by a signed SOW, MSA, or equivalent written service agreement, which shall define at a minimum:

• Detailed project scope, specifications, and acceptance criteria for all Deliverables
• Project timeline, milestones, review cycles, and delivery schedule
• Fee structure, payment schedule, invoicing terms, and applicable taxes
• Roles, responsibilities, and obligations of each party
• Change request procedures, including scope modifications and associated cost adjustments
• Warranty period, post-delivery support terms, and service level commitments
• Termination conditions, transition obligations, and handover procedures

5. Intellectual Property Rights

5.1 Website Content

All content on this Website — including text, graphics, logos, images, video, audio, design elements, user interface, and source code — is the property of Ascendate Technologies or its licensors, protected by applicable intellectual property laws. You may not reproduce, distribute, modify, create derivative works from, or otherwise exploit any content without our prior written consent.

5.2 Client Deliverables

Ownership of IP in Deliverables shall be governed by the applicable SOW or MSA. In the absence of specific IP provisions, the following defaults apply:

IP Category	Ownership & Licence
Custom Deliverables	Assigned to the Client upon receipt of full and final payment. Ascendate retains no rights except as stated herein.
Ascendate Pre-existing IP	Remains Ascendate's property. Where incorporated into Deliverables, Client receives a non-exclusive, perpetual, irrevocable, royalty-free, worldwide licence to use within the delivered project. Does not extend to extraction, redistribution, or independent commercialisation.
Open-Source Components	Subject to their respective open-source licences. Ascendate shall provide a complete inventory upon project completion.
Client Pre-existing IP	Remains Client's exclusive property. Any licence to Ascendate is limited to the scope and duration of the Engagement.

5.3 Moral Rights

To the extent permitted by applicable law, Ascendate waives any moral rights in Custom Deliverables assigned to a Client. Where moral rights cannot be waived, Ascendate agrees not to assert such rights against the Client or its successors.

6. Confidentiality & Non-Disclosure

6.1 Mutual Obligations

Each party (the "Receiving Party") agrees to: (a) hold the Confidential Information of the other party (the "Disclosing Party") in strict confidence; (b) not disclose it to third parties except as permitted under these Terms; (c) use it solely for performing or receiving the Services; and (d) protect it with no less care than it uses for its own confidential information of a similar nature, but in no event less than reasonable care.

6.2 Scope of Confidential Information

Without limiting the general definition, Confidential Information includes:

• Business plans, strategies, financial data, revenue models, pricing structures, customer lists, and competitive intelligence
• Technical architecture, system designs, source code, algorithms, database schemas, API specifications, and infrastructure configurations
• Access credentials — usernames, passwords, API keys, access tokens, SSH keys, encryption keys, and database connection strings
• User data, personally identifiable information, and data subject to privacy regulations
• The terms, conditions, and pricing of the Engagement itself
• Internal communications, meeting notes, and correspondence exchanged during the Engagement
• Trade secrets and proprietary methodologies of either party

6.3 Permitted Disclosures

The Receiving Party may disclose Confidential Information only to employees, contractors, and advisors who: (a) have a legitimate need to know; and (b) are bound by confidentiality obligations at least as restrictive as these Terms.

6.4 Exceptions

Confidentiality obligations shall not apply to information that:

• Is or becomes publicly available through no wrongful act of the Receiving Party
• Was lawfully in the Receiving Party's possession prior to disclosure, as demonstrated by written records
• Is independently developed without reference to Confidential Information
• Is lawfully obtained from a third party without breach of confidentiality
• Is required to be disclosed by law, regulation, or court order — provided the Receiving Party gives prompt written notice and cooperates with efforts to obtain a protective order

6.5 Duration & Return

Confidentiality obligations survive termination for three (3) years, or longer where the information constitutes a trade secret. Upon termination, each party shall return or destroy all Confidential Information and provide written certification within fourteen (14) business days.

7. Data Credentials & System Access

Given the embedded nature of our partnership model, Clients may provide Ascendate with access credentials and system access. The following terms govern their handling:

• Scope of use: All credentials shall be used exclusively for performing the work defined in the applicable SOW or MSA. Any use outside the defined scope is strictly prohibited.
• Access governance: Access granted only to directly assigned team members; principle of least privilege enforced; access logs maintained where feasible; access promptly revoked when team members are reassigned.
• Secure handling: Credentials stored in encrypted management systems with MFA. Never stored in plaintext, version control, unencrypted email, or messaging platforms.
• Credential rotation: Ascendate recommends rotation upon commencement and upon completion of each Engagement. Ascendate cooperates fully with any rotation procedures.
• Termination of access: Upon Engagement completion or termination — immediately cease use, delete all credentials within seven (7) business days, confirm deletion in writing, and cooperate in transition to successor providers.
• Breach notification: In the event of actual or suspected compromise — notify the Client within twenty-four (24) hours and cooperate fully in investigation and remediation.

8. Payment Terms

Payment terms shall be specified in the applicable SOW or MSA. In the absence of specific provisions, the following defaults apply:

Term	Details
Invoicing	Issued per the SOW payment schedule, itemised with SOW and milestone references
Payment due	Within 15 calendar days of invoice date, unless otherwise agreed
Late payment	1.5% interest per month on overdue amounts, or the maximum rate permitted by law
Work suspension	Ascendate may suspend work if invoices remain unpaid for 30+ days beyond due date
Taxes	All quoted fees exclude GST, withholding tax, and other applicable taxes unless stated otherwise
Expenses	Pre-approved out-of-pocket expenses reimbursed upon submission of supporting documentation

9. Warranties & Disclaimers

9.1 Service Warranty

Ascendate warrants that Services shall be performed in a professional and workmanlike manner, consistent with generally accepted industry standards. If a Deliverable does not materially conform to agreed specifications, Ascendate shall re-perform the work at its expense, provided written notice is given within the warranty period (default: 30 calendar days post-delivery). This re-performance constitutes Ascendate's sole liability and the Client's sole remedy for non-conformance.

9.2 Website Disclaimer

9.3 No Guarantee of Results

Case studies, testimonials, and metrics on this Website are from specific past Engagements, provided for illustrative purposes only. They do not guarantee similar results in future Engagements.

10. Limitation of Liability

• Exclusion of indirect damages: In no event shall Ascendate be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages — including loss of profits, revenue, data, business opportunities, goodwill, or cost of substitute services — whether based on warranty, contract, tort, strict liability, or any other theory, even if advised of the possibility.
• Aggregate liability cap: Ascendate's total aggregate liability shall not exceed the total fees actually paid by the Client during the twelve (12) months immediately preceding the event giving rise to the claim.
• Exceptions: These limitations do not apply to: (a) breach of confidentiality obligations; (b) wilful misconduct or gross negligence; or (c) liabilities that cannot be limited under applicable law.

11. Indemnification

11.1 Client Indemnification

The Client agrees to indemnify and hold harmless Ascendate from claims arising out of: (a) violation of these Terms; (b) misuse of the Website or Services; (c) content or data provided by the Client that infringes third-party rights; or (d) use of Deliverables in a manner not contemplated by the SOW.

11.2 Ascendate Indemnification

Ascendate agrees to indemnify the Client from third-party claims that Custom Deliverables infringe third-party IP rights, provided: (a) the Client promptly notifies Ascendate; (b) the Client grants Ascendate sole control of defence and settlement; and (c) the Client cooperates fully. This does not apply where infringement arises from Client modifications, combination with unapproved materials, or compliance with Client-provided specifications.

12. Termination

12.1 Website Access

Ascendate may terminate, suspend, or restrict Website access at any time for conduct that violates these Terms or is harmful to users or our business.

12.2 Service Engagements

In the absence of specific SOW/MSA termination provisions:

• For convenience: Either party may terminate with thirty (30) calendar days' written notice
• For cause: Either party may terminate immediately if the other commits a material breach and fails to cure within fifteen (15) days of written notice, or becomes insolvent

12.3 Effect of Termination

Upon termination: (a) Client pays for all Services and expenses through the termination date; (b) Ascendate delivers all completed and in-progress Deliverables for which payment has been received; (c) each party returns or destroys Confidential Information per Section 6.5; (d) Ascendate cooperates in orderly knowledge transfer.

12.4 Survival

The following survive termination: Definitions (Section 1), Intellectual Property (Section 5), Confidentiality (Section 6), Data Credentials (Section 7), Warranties & Disclaimers (Section 9), Limitation of Liability (Section 10), Indemnification (Section 11), Governing Law (Section 16), and any provisions intended by nature to survive.

13. Non-Solicitation

During an Engagement and for twelve (12) months following termination, neither party shall directly or indirectly solicit, recruit, or hire any employee, contractor, or consultant of the other party involved in the Engagement, without prior written consent. This restriction does not apply to: (a) general recruitment campaigns not directed at the other party's personnel; or (b) individuals who approach a party on their own initiative.

14. Force Majeure

Neither party shall be liable for delays or failures caused by circumstances beyond reasonable control, including acts of God, natural disasters, epidemics, pandemics, war, terrorism, government actions, labour disputes, power or internet outages, cyberattacks, or third-party service failures. The affected party shall: (a) promptly notify the other party; (b) use commercially reasonable efforts to mitigate impact; and (c) resume performance as soon as practicable. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate the affected Engagement without liability.

15. Governing Law & Dispute Resolution

15.1 Governing Law

These Terms are governed by and construed in accordance with the laws of India, without regard to conflict of law provisions.

15.2 Negotiation & Mediation

Before formal proceedings, parties agree to attempt resolution through good-faith negotiation for at least thirty (30) days. If unresolved, either party may refer the dispute to mediation conducted in English at a mutually agreed location in India, with costs shared equally.

15.3 Jurisdiction

If negotiation and mediation fail, disputes shall be submitted to the exclusive jurisdiction of the competent courts in India.

15.4 Injunctive Relief

Either party may seek immediate injunctive relief to prevent irreparable harm, including unauthorised disclosure of Confidential Information, without first engaging in negotiation or mediation.

16. General Provisions

16.1 Assignment

Neither party may assign rights or obligations without prior written consent, except Ascendate may assign to an affiliate or successor in a merger or acquisition, provided the assignee assumes all obligations. Attempted assignment in violation is void.

16.2 Amendments

Ascendate may amend these Terms at any time by updating the effective date and posting revised Terms. Continued use constitutes acceptance. Amendments to specific Engagement terms require a written amendment signed by both parties.

16.3 Severability

If any provision is found invalid or unenforceable, it shall be modified to the minimum extent necessary, or severed, without affecting the remaining provisions.

16.4 Entire Agreement

These Terms, together with the Privacy Policy, Cookie Policy, and any applicable SOW, MSA, or NDA, constitute the entire agreement and supersede all prior understandings. No waiver is effective unless in writing.

17. Contact Us

For questions, concerns, or notices relating to these Terms of Service: