Engagement Terms

1. Order of precedence and incorporation

The SOW, any order form, and these Engagement Terms form one commercial understanding.

If documents conflict, this order applies unless you and we expressly change it in writing:

1. Fully executed master agreement, if there is one.
2. SOW or order form.
3. These Engagement Terms.
4. Our general Terms & Conditions on the website, for topics these Engagement Terms do not cover.

2. Scope definition and change control

We do not commit engineering time until the SOW records the following in writing:

• Business objectives.
• In-scope and out-of-scope items.
• Deliverable descriptions.
• Technical assumptions.
• Environment targets (browsers, devices, regions).
• Third-party dependencies.
• Acceptance criteria.
• A communication plan.

Conversations and calls are preliminary until authorised signatories confirm in writing, or email clearly says work is “approved for execution”.

Any material change needs a written change request. Examples include added features, new integrations, different performance targets, or shorter timelines.

The change request should describe impact on schedule, risk, and fees. We are not required to start changed work until the change is signed or acknowledged in writing.

Why this matters

3. Milestones, dependencies, and scheduling

Engagements are usually phased, for example discovery, build, hardening, and launch support.

Each milestone should list outputs, review windows, payment triggers, and what we need from you (such as design sign-off, API keys, or legal clearance for third-party data).

Client delays

If you miss agreed dates for inputs, timelines move accordingly. That delay is not a breach by Clykur.

Long delays may require re-planning fees or pausing the team after we give notice.

Deemed acceptance

If the SOW sets a review period and, after a reminder, you neither approve the deliverable nor send a written defect list in time, the deliverable may be treated as accepted.

That acceptance can start invoicing and any warranty period the SOW describes.

Force majeure

Events outside reasonable control pause obligations (except payment) for as long as the event lasts.

Each party must notify the other promptly and use good faith to reduce harm.

4. Communication and governance

How we work together

We are remote-first and use a simple governance model:

• A named Clykur lead for the engagement.
• One primary decision-maker on your side.
• Written action items and decisions where it helps avoid ambiguity.
• Channels we agree on, email, chat, calls.

Unless the SOW says otherwise, we align working hours with India Standard Time.

Production support and SLAs

Severity levels, response times, and on-call coverage belong in a support SOW or SLA add-on.

Informal chat alone is not enough to define those obligations, we need them in writing so they are measurable.

5. Client responsibilities

You agree to:

• Give accurate requirements, lawful data, and timely approvals. Late feedback can use budget or milestone capacity you have already committed.
• Keep valid licences and rights for everything you give us, content, fonts, trademarks, and training data.
• Make sure your planned use of deliverables follows applicable law (privacy, financial promotion, sector licensing, and similar rules).
• Understand that we do not give legal or regulatory sign-off unless a separate engagement clearly covers that work.
• Run your own backup, disaster recovery, and security monitoring for production systems, unless the SOW explicitly assigns those duties to us.

6. Delivery, inspection, and warranty

We supply deliverables in the formats the SOW names, for example code repositories, build artefacts, or documentation.

Acceptance follows the written criteria in the SOW. It is not based on subjective taste unless the design specification defines objective standards.

Warranty

If the SOW includes a warranty against material non-conformity, it runs for the period stated there.

It covers defects that are reproducible in supported environments.

It does not cover issues that arise from:

• Changes you or others make after handover without our written agreement.
• Platforms or configurations the SOW does not support.
• Failures of third-party services or APIs outside our control.
• Data loss or corruption not caused by us.

Out-of-scope work and estimates

Rework, redesign, or polish outside the SOW needs a new estimate and usually a change order.

We may share good-faith effort guidance, but numbers are not binding unless we fix them in a signed change order.

7. No guarantee of business outcomes

Clykur provides engineering execution, architecture judgment, and product craft.

Unless the SOW includes an explicit, measurable guarantee signed by Clykur leadership, we do not promise:

• Revenue, profit, or user growth.
• Search rankings or fundraising results.
• Regulatory approval or market adoption.
• Uptime of third-party APIs or platforms.

Those results depend on strategy, capital, compliance, competition, and much more than code alone.

You stay responsible for business, legal, tax, and compliance choices. Our technical input is not a replacement for advice from your lawyers, accountants, or auditors.

8. Personnel and subcontractors

We may use employees or qualified subcontractors under equivalent confidentiality and security obligations.

We remain responsible to you for performance of the Services as a whole.

You may not solicit for hire our personnel who materially worked on your engagement during the engagement and for twelve (12) months after, except through a mutually agreed conversion fee in writing.

A conversion fee means a one-time fee you and we fix in writing if you want to employ someone from our team who worked on your project. It helps cover handover, replacement, and transition costs for Clykur.

9. Confidentiality and intellectual property

Each party protects the other’s confidential information with at least reasonable care.

Ownership, licences, and open-source obligations for deliverables are set out in the SOW and in our general Terms.

You grant Clykur a limited licence to use your marks and materials only to perform the SOW.

If you separately approve it, we may also list you in a reasonable client reference format.

10. Governing law and disputes

These Engagement Terms are governed by the laws of India.

Subject to mandatory consumer or employment forums, the courts at Bengaluru, Karnataka, India have exclusive jurisdiction over disputes arising from the Services.

The SOW may instead provide for arbitration seated in Bengaluru, Karnataka, India under the Arbitration and Conciliation Act, 1996. Many international clients choose that path for cross-border enforcement.

Before filing suit or starting arbitration, both sides will try good-faith negotiation for thirty (30) days, unless urgent injunctive relief is needed to prevent irreparable harm.