Insights & Innovation

I. Executive Summary and Legal Context

1.1 Introduction and Applicability of Terms

This Terms of Service (ToS) agreement establishes the legally binding contract between EarlyZen ("The Company"), a provider of software and IT services, and any client or user ("The Client") utilizing its website and services. The foundational purpose of this document is to define the parameters of engagement, secure the Company's proprietary interests, effectively mitigate risk and financial liability, and ensure stringent compliance with the commercial and digital regulatory landscape of India.

The ToS functions as a standard form contract that governs the provision of custom software development, web applications, mobile application development, and associated IT consultation services. In India, the contractual integrity of such standardized agreements is subject to judicial review.

1.2 The Indian Regulatory Compliance Framework

The legal framework underpinning software development agreements and online services in India is multifaceted, drawing primarily from three core statutes:

• The Indian Contract Act, 1872 - establishes general principles of enforceability
• The Copyright Act, 1957 - governs ownership and protection of software code as Intellectual Property
• The Information Technology Act, 2000 - regulates electronic delivery of services and retention of electronic records

II. Contractual Foundation and Term Management

2.1 Definitions and Interpretation

Key definitions include:

• Services: The specific custom software development, IT consulting, application maintenance, and other services described in the corresponding Statement of Work (SOW).
• Software: Any computer programs, libraries, databases, or documentation, whether pre-existing or custom-developed, used or created in connection with the Services.
• Client Content: Any data, information, graphics, text, or source materials provided by the Client to the Company for use in the performance of the Services.
• Company IP: All pre-existing intellectual property, methodologies, frameworks, tools, and background code owned by EarlyZen prior to or independently of this Agreement.
• Deliverables (or Work Product): The final, custom software or IT solutions created specifically for the Client under an SOW.

2.2 Acceptance of Terms and Amendments

The formation of the contract is tied directly to the Client's engagement with the Company's services. Acceptance of these Terms is legally established through multiple methods: executing a Statement of Work (SOW) referencing these Terms, clicking an "I Agree" prompt, or commencing use of the Services.

2.3 Term, Suspension, and Termination

The Company reserves the right to suspend or terminate the Services immediately "For Cause" upon material breach, abusive or illegal activity, or default on payment. The Company also retains the right to terminate for convenience with thirty (30) days' written notice.

III. Acceptable Use Policy (AUP) and Prohibited Conduct

3.1 Purpose and Enforcement

The Acceptable Use Policy serves to reduce the risk of systemic misuse, protect the Company's infrastructure, and ensure a positive overall service experience.

3.2 Categories of Prohibited Activities

The following activities are strictly prohibited:

• Illegal Conduct and Fraud: Activities that violate the laws of India or any other applicable jurisdiction
• Harmful, Offensive, or Discriminatory Content: Material that is obscene, defamatory, harassing, abusive, or threatening
• Security and System Interference: Activities that interfere with the integrity or performance of the Services
• Intellectual Property Infringement: Use of the Services to infringe copyrights, trademarks, or proprietary rights

IV. Financial Terms, Billing, and MSMED Compliance

4.1 Fees, Invoicing, and Taxes

Pricing for Services may be based on a fixed fee, subscription model, or time and materials (T&M), as defined in the relevant SOW. Standard commercial invoices are due net thirty (30) days from the invoice date. The Client is responsible for payment of all applicable taxes, including Goods and Services Tax (GST).

4.2 MSMED Act Compliance

For MSME clients, payment deadlines cannot exceed forty-five (45) days with written agreement or fifteen (15) days without written agreement. Delayed payments incur compound interest at three times the RBI bank rate.

V. Intellectual Property Rights (IPR) Management

5.1 Pre-Existing Intellectual Property

EarlyZen retains full ownership of all proprietary methodologies, tools, frameworks, and pre-existing documentation. When Company IP is incorporated into Deliverables, EarlyZen grants the Client a non-exclusive, non-transferable, perpetual, royalty-free license.

5.2 Ownership of Custom Deliverables

Upon full payment of all applicable fees, the Company shall assign all Intellectual Property Rights in the custom-developed code and design elements to the Client. This assignment is contingent upon complete payment of all financial obligations.

VI. Data Protection, Confidentiality, and DPDPA Compliance

6.1 Privacy Policy Integration

The ToS explicitly incorporates the separate Privacy Policy published on the EarlyZen website by reference, ensuring complete transparency and regulatory adherence.

6.2 Data Processing and Consent (DPDPA 2023)

The Digital Personal Data Protection Act (DPDPA) 2023 significantly impacts the processing of digital personal data. Every request for consent must be presented in clear and plain language with linguistic accessibility options.

VII. Risk Management: Warranties and Limitation of Liability

7.1 Disclaimer of Warranties

THE SERVICES AND DELIVERABLES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE COMPANY MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE SERVICES AND DELIVERABLES PROVIDED UNDER THIS AGREEMENT.

7.2 Limitation of Liability

THE MAXIMUM AGGREGATE LIABILITY OF THE COMPANY SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY THE CLIENT TO THE COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) INR 100,000 (ONE LAKH INDIAN RUPEES).

7.3 Indemnification

The Client agrees to indemnify, defend, and hold harmless the Company from all claims, losses, liabilities, damages, and costs arising out of any breach of the Agreement, third-party IP claims, or misuse of the Services.

VIII. Governing Law and Dispute Resolution

8.1 Governing Law

These Terms shall be governed by and construed exclusively in accordance with the substantive laws of the Republic of India.

8.2 Dispute Resolution

Disputes shall first be resolved through good faith negotiation within thirty (30) days. If unsuccessful, disputes shall be resolved by binding arbitration under the Arbitration and Conciliation Act, 1996, with the juridical seat in Sonipat, Haryana, India.

IX. Miscellaneous Provisions

9.1 Force Majeure

Neither party shall be liable for failure to perform due to causes beyond reasonable control, including acts of God, war, terrorism, epidemic, or government authority.

9.2 Assignment

EarlyZen may assign its rights and obligations without Client consent. The Client may not assign rights without prior written consent from EarlyZen.

9.3 Contact Information

All formal notices required under these Terms must be sent to the Company's registered office address.

Privacy Policy Summary

EarlyZen is committed to protecting your privacy and personal data in accordance with applicable laws including DPDPA 2023. We collect and use your information only as necessary to provide our services and improve your experience.

Contact: For detailed privacy information or questions, please visit our main website or contact us directly.