TERMS AND CONDITIONS

CANDYCODE TECH LAB
PRIVATE LIMITED

Effective Date: 09 February 2026

CIN:U62010JH2026PTC026720  |  GST No.: 20AANCC4330M1ZR

1. PARTIES

The services are provided by CandyCode Tech
Lab Private Limited, a company incorporated under the Companies Act, 2013,
bearing CIN U62010JH2026PTC026720 and GST No. 20AANCC4330M1ZR (hereinafter
referred to as “the Company”, “we”, “us”, or
“our”). The party engaging our services is referred to as “the
Client”, “you”, or “your”.

2. DEFINITIONS

For the purpose of these Terms &
Conditions: ‘Services’ means all website development, application development,
digital marketing, hosting, maintenance, consulting and related services
provided by the Company. ‘Deliverables’ means all outputs, including but not
limited to code, designs, and documentation, agreed under a specific project.
‘Go-Live’ means the deployment of the project on a live production environment
accessible to the public. ‘Business Day’ means a working day in India,
excluding public holidays.

3. ONLINE ACCEPTANCE & BINDING EFFECT

Acceptance of these Terms & Conditions
by the Client may occur through email confirmation, WhatsApp confirmation,
online payment, invoice payment, clicking “I Agree” on the website,
or continued use of the Company’s services. Such acceptance shall constitute a
valid and binding contract under the Indian Contract Act, 1872 and the
Information Technology Act, 2000. No further action, including signature, is
required to form a legally enforceable agreement.

4. SUPPLEMENTAL AGREEMENTS & PRECEDENCE

4.1. In the event a separate written
agreement is executed between the Company and the Client, that agreement shall
be read in conjunction with these Terms & Conditions.

4.2. If no separate agreement is signed,
these Terms & Conditions alone shall constitute the complete and binding
agreement between the parties.

4.3. Should any conflict or inconsistency
arise between the provisions of these Terms & Conditions and any other
document, communication, or separate agreement, the interpretation that is most
favorable to the Company and best protects the Company’s interests, rights, and
intellectual property shall prevail.

5. ENTIRE AGREEMENT & MASTER CONTRACT

These Terms & Conditions constitute the
complete, final, and exclusive statement of the agreement between the Company
and the Client regarding the subject matter hereof. They form a Master Contract
that governs all Services and Deliverables provided by the Company to the
Client. No separate, signed agreement is required for these Terms to be fully
effective and binding on both parties. Any proposal, quote, or estimate issued
by the Company is incorporated herein by reference and subject to these Terms.

6. NO SIGNATURE REQUIRED

The enforceability of these Terms &
Conditions does NOT depend on the physical signing, stamping, sealing, or
formal execution of any separate contract or agreement. Acceptance by any of
the methods outlined in Clause 3 above renders these Terms immediately
operative and legally binding on the Client. The Client expressly waives any
right to contest the validity or enforceability of these Terms based on the
absence of a wet-ink signature.

7. OVERRIDING EFFECT

These Terms & Conditions shall have
overriding effect and shall supersede and prevail over any and all prior or
contemporaneous oral or written communications, understandings, agreements,
proposals, purchase orders, email correspondence, or other terms and conditions
put forward by the Client. Any conflict or inconsistency shall be resolved in
favor of these Terms. No agent or employee of the Company is authorized to
alter or waive any provision of these Terms verbally.

8. PROJECT ESTIMATES & SCOPE

8.1. All estimates, quotes, and proposals
are based on the Company’s understanding of the Client’s requirements at the
time of quotation and the given timeframe.

8.2. Any changes to the scope of work,
including micro-improvements or additional functionalities, may incur additional
costs at the Company’s standard rates.

8.3. The Client is responsible for ensuring
all requirements are clearly detailed in the project brief provided to the
Company. The Company will proceed based on its understanding of the provided
requirements.

8.4. Any discrepancy arising later due to
unclear, incomplete, or changed requirements will result in additional charges.

8.5. The Client must disclose any known
complexities related to specific tasks in advance for inclusion in the
proposal. The Company shall not be liable for any additional costs arising from
requirements not disclosed at the time of quotation.

8.6. Limited man-hours are allocated to
each task, including project management. Minor changes may be accommodated
within these hours at the Company’s sole discretion on a case-by-case basis.

9. PROJECT TIMELINES & DELAYS

9.1. The Company will use reasonable
efforts to complete the project within the proposed timeframe. Reasonable
delays are accepted if project functionalities are redefined or modified.

9.2. Any delays caused by the Client,
including but not limited to late provision of content, materials, feedback, or
approvals, may delay the project and proposed timeframes and may incur
additional costs.

9.3. If a project is stalled by the Client
for over two calendar months, an administration fee of 5000 INR per week will
be incurred. The Company may also increase previously approved estimates.

9.4. To avoid administration fees, a
project hold request must be provided in writing in advance, and the Client’s
account must be up-to-date.

9.5. Under no circumstances will the
Company be liable for any delays caused by a change in the project brief or
factors beyond its reasonable control.

10. RE-WORK, MODIFICATIONS & BUGS

10.1. Any bugs (programming errors)
reported during the development phase or immediately after Go-Live will be
rectified at no additional charge.

10.2. Any re-work on an already completed
and approved task, changes requested after design approval, or modifications
during development or after Go-Live approval will incur additional charges.

10.3. All additional work, over and above
the agreed estimates, will be charged separately at the Company’s prevailing
rates.

11. CLIENT RESPONSIBILITIES & CONTENT

11.1. All website/application content and
related materials must be provided to the Company within the first two weeks of
project commencement. Delays beyond this may delay the project and incur
additional charges.

11.2. The Client is solely responsible for
maintaining regular back-ups of their website/application and updating all
components and third-party software (e.g., WordPress, plugins) once the project
is live.

12. TESTING & BROWSER COMPATIBILITY

12.1. Websites/applications are generally
tested on PCs with recent versions of browsers: IE, Firefox, Chrome, and
Safari. Testing on additional browsers requires prior agreement and may incur
additional costs.

12.2. Responsive designs are tested on
iPhones and iPads. Testing on other specific devices requires prior discussion
and may incur additional costs.

13. TECHNOLOGY & DEVELOPMENT SPECIFICS

13.1. For projects where the total contract
value exceeds ₹5,00,000, the Company shall provide mobile application
development using fully native technologies for Android and iOS.

13.2. For projects valued at or below
₹5,00,000, the Company reserves the sole discretion to develop mobile
applications using hybrid frameworks or webview-based technologies.

13.3. The Company retains full discretion
to utilize any Content Management System (CMS) or backend technology it deems
fit to fulfill the project deliverables, without requiring prior Client
approval.

13.4. Platform, Framework & Technology
Discretion

The Company reserves the absolute and
unconditional right to design, develop, deploy, and deliver any website,
software, or mobile application using ANY platform, framework, programming
language, architecture, Content Management System (CMS), low-code/no-code
system, hybrid framework, webview technology, or third-party tools, whether
proprietary or open-source, as deemed technically, commercially, or
operationally suitable by the Company.

The Client expressly acknowledges and
agrees that:

(a) The Company is NOT obligated to use
any specific technology, programming language, or development methodology
requested by the Client;

(b) Use of CMS, hybrid frameworks,
webview-based apps, or alternative platforms shall NOT constitute a deficiency,
misrepresentation, or breach of contract;

(c) The Company’s technology decisions
shall be commercially reasonable and final, provided they meet the agreed
functional requirements of the project. Such decisions shall not be subject to
challenge by the Client on the basis of technology preference alone.

14. INTELLECTUAL PROPERTY & LICENSES

14.1. All software codes (excluding
open-source software), digital strategies, programming codes, database
structures, scripts, forms, functionalities, and the Company’s proprietary CMS
are the exclusive copyright and intellectual property of CandyCode Tech Lab
Private Limited. Unless expressly transferred in writing under a separate
agreement, the Client shall not acquire any ownership interest in the source
code, database, or proprietary CMS.

14.2. No implied ownership of any
intellectual property shall arise in favour of the Client at any time.

14.3. Upon full payment of all invoices,
the Company grants the Client a limited, non-exclusive, non-transferable
license to use the graphics, text, and images contained in the published
website for its intended purpose only.

14.4. This license is automatically and
immediately revoked upon any non-payment or breach of these Terms by the
Client.

14.5. The source code and database may be
handed over at an additional cost, only after settlement of all invoices, and
under the strict condition that they are used solely for the further
development or modification of the specific project for the Client or
subsequent owners of that legal entity. The code cannot be resold, reused, or
duplicated for any other project or commercial purpose.

14.6. The Company’s proprietary CMS can
NEVER be transferred to the Client or any third party under any circumstances.

14.7. “CandyCode” and associated
logos are trademarks of CandyCode Tech Lab Private Limited and may not be used
without written permission.

15. DOMAIN NAME OWNERSHIP

15.1. Domain Registered in the Company’s
Name:

Where a domain name is registered or
purchased by the Company, or any person or entity related to the Company, in
the Company’s own name or on behalf of a project, such domain name shall remain
the sole and exclusive property of CandyCode Tech Lab Private Limited. The
Client is granted a revocable, non-exclusive right to use such domain solely
during the active engagement of Services with the Company and subject to full
compliance with these Terms & Conditions. This right of use shall cease
immediately upon termination of Services, breach of these Terms, or non-payment
of any outstanding dues.

The Company shall not be obligated to
transfer, release, or assign such domain name to the Client or any third party
unless expressly agreed to in a separate written agreement signed by an
authorized representative of the Company and only after full settlement of all
outstanding invoices and dues.

15.2. Domain Registered in the Client’s
Name:

Where a domain name is registered in the
Client’s own name and purchased and paid for directly and exclusively by the
Client, ownership of such domain shall remain with the Client, subject to the
following conditions:

(a) All outstanding invoices, dues, and
charges owed to the Company must be fully settled prior to any request for
transfer or control of domain credentials;

(b) The Company shall not be obligated to
transfer DNS records, login credentials, or domain control where any payment
remains unpaid or in dispute;

(c) The Company reserves the right to
retain administrative access to such domain for the purpose of hosting and
service delivery until all dues are cleared and a formal written request for
release is made by the Client.

15.3. Outstanding Dues and Domain Control:

Irrespective of ownership, the Company
shall not be required to transfer, release, or provide access to any domain
name, DNS records, or hosting environment where any outstanding payment,
invoice, or obligation remains unsettled by the Client. Such retention shall
not constitute wrongful possession and shall be deemed a lien over the domain
in favour of the Company until full payment is received.

15.4. The Client expressly and irrevocably
waives any claim, demand, or legal right to compel transfer or release of a
domain registered in the Company’s name. Any domain name suggested by the
Client but registered by the Company shall be treated as the Company’s property
under Clause 15.1.

16. PAYMENT TERMS

16.1. All prices are quoted in Indian
Rupees and are exclusive of Goods and Services Tax (GST). GST will be applied
as per prevailing laws.

16.2. Standard payment schedule: 30% as
initiation, 50% upon completion of key milestones (e.g., cart/checkout
development), and the remaining 20% prior to Go-Live. All invoices are payable
as per the agreed schedule.

16.3. Milestone payments must be made
within 5 working days of invoice date. Final payment must be cleared before the
website/application is made live or transferred.

16.4. Receipt of payment constitutes
acceptance of the quote, deliverables, and these Terms & Conditions.

17. NO REFUND POLICY & CONSEQUENCES OF
NON-PAYMENT

17.1. The Company operates on a service
basis. All payments made are non-refundable under any circumstances, including
project termination or delay by either party.

17.2. If the Client is unresponsive for 3
consecutive days during a critical phase, the Company reserves the right to
cancel the project with no refund.

17.3. Overdue invoices will incur a late
payment fee of 10% of the pending amount plus an administrative fee of INR 1000
per month.

17.4. In the event of payment default, the
Company reserves the right, without prior notice, to suspend or withhold access
to any and all Deliverables, including but not limited to admin panels,
hosting, source code, credentials, and email services. Such suspension does not
waive the accrual of late fees or other charges.

17.5. If an invoice remains outstanding for
3 days after the due date, the Company reserves the right to permanently delete
the project from its servers.

17.6. If an invoice remains unpaid for 7
days after the due date, the outstanding amount may be referred to debt
collection or legal proceedings. All costs associated with recovery (debt
collector fees, legal fees, administration charges) will be borne by the
Client.

17.7. Chargeback & Payment Reversal
Protection:

Any chargeback, payment reversal, or
payment dispute initiated by the Client through a bank, payment gateway, credit
card company, or any other financial intermediary, without first following the
mandatory written dispute procedure set out in Clause 24 of these Terms &
Conditions, shall constitute a material breach of contract by the Client. In
such event, the Company shall be entitled to:

(a) immediately suspend or terminate all
ongoing Services and withhold all Deliverables without further notice;

(b) recover the full amount of the
reversed payment along with applicable interest, chargeback fees, bank charges,
administrative costs, and legal expenses from the Client;

(c) pursue all available legal remedies,
including initiating proceedings for recovery of dues and damages. The Client
agrees that initiating a chargeback in contravention of this clause shall not
extinguish any payment obligation and shall be treated as an acknowledgment of
bad faith.

18. DIGITAL MARKETING/STRATEGY PACKAGE TERMS

18.1. Packages require a minimum commitment
of 6 months, billed monthly in advance. Cancellation requires one clear month’s
email notice after the initial 6 months.

18.2. Monthly man-hours are allocated;
unused hours do not roll over. Extra hours are billed separately. Urgent tasks
are billed separately.

18.3. No third-party software or marketing
expenses are included.

18.4. Payments are due on the 1st of each
month. A late administrative fee of INR 1000 applies for late payments or
declined transactions.

18.5. No refunds are provided for any fees
related to these packages.

18.6. The Company reserves the right to
terminate the package at any time with written notice.

19. BASIC ANNUAL MAINTENANCE PACKAGE TERMS

19.1. Packages require a minimum commitment
of 12 months, billed annually but paid via monthly direct debit on the 1st of
each month.

19.2. Packages may include basic hosting,
email, and DNS hosting. They are for maintenance tasks only, not for major
redesigns or new projects.

19.3. Excludes Digital Strategy, SEO, and
Digital Marketing work.

19.4. Unused hours do not roll over. Extra
hours are billed at 1500 INR/hour (incl. GST). Urgent tasks are billed
separately.

19.5. Payments are via credit card only. A
late fee of INR 1000 applies for missed payments. More than three missed
payments in a year may lead to termination, with the Client liable for the
remaining contract balance.

19.6. To cancel auto-renewal, written
notice must be given at least one month prior to the renewal date. Termination
during an ongoing term requires payment of the balance for the remaining
months.

19.7. The Company reserves the right to
terminate the maintenance package at any time with written notice.

20. HOSTING SPECIFIC TERMS

20.1. Hosting is an annual charge, payable
in advance unless part of a maintenance package.

20.2. The Client is responsible for timely
renewal before the expiry date. Failure to renew may lead to loss of data,
files, and emails. The Company is not liable for such loss.

20.3. The Client is solely responsible for
the security of passwords and the content on their hosting account. The Company
reserves the right to delete files without prior notice in case of malware or
malicious content.

20.4. Hosting cancellation requests must be
received in writing one month prior to expiry. Renewed hosting cannot be
cancelled.

20.5. If hosting is disabled for
non-payment, all associated data may be deleted permanently. Re-enabling incurs
additional charges.

21. LIMITATION OF LIABILITY

21.1. The Company’s total aggregate
liability to the Client for any and all claims arising out of or relating to
the Services or these Terms, whether in contract, tort, or otherwise, shall
under no circumstances exceed the total amount actually paid by the Client to
the Company for the specific project or service from which the claim arose.

22. NO PARTNERSHIP OR AGENCY

22.1. Nothing in these Terms &
Conditions shall create or be deemed to create a partnership, joint venture,
agency, or employer-employee relationship between the Parties. The Client has
no authority to bind the Company to any agreement or obligation.

23. RIGHT TO MODIFY TERMS

23.1. The Company reserves the right to
modify, amend, or update these Terms & Conditions at any time at its sole
discretion. The updated version will be published on the Company’s website and
shall be binding on the Client from the date of publication. It is the Client’s
responsibility to review the Terms periodically.

24. PRE-DISPUTE RESOLUTION, OFFICE MEETING &
JURISDICTION (MANDATORY)

24.1. Pre-Condition Before Any Legal
Action:

Before initiating ANY legal action
whatsoever, including but not limited to court proceedings, tribunal
proceedings, arbitration, consumer forum complaints, cyber complaints, police
complaints/FIRs, or any action before any statutory or quasi-judicial
authority, the Client SHALL mandatorily follow the steps below:

24.1.1. Written Notice: The Client must
first send a detailed written notice of the dispute via official email to the
Company, allowing a minimum of FIFTEEN (15) DAYS for a written response.

24.1.2. Mandatory Physical Meeting: If
the dispute is not resolved via the written exchange, the Client MUST
physically visit the Company’s registered office in Dhanbad, Jharkhand, India,
and attend a face-to-face discussion with authorized representatives of
CandyCode Tech Lab Private Limited. Virtual meetings, phone calls, or
third-party mediation shall NOT substitute this mandatory requirement unless
expressly agreed to in writing by the Company.

24.1.3. Failure to Comply: If the Client
initiates any legal, tribunal, arbitration, or criminal proceedings WITHOUT
fully completing the above mandatory steps, such action shall be treated as
premature and invalid. The Client shall be liable for all legal costs,
expenses, and damages incurred by the Company as a result, and the Company
shall have the right to seek immediate dismissal, stay, or transfer of such
proceedings.

24.2. Subject to applicable law, no
Tribunal, Consumer Forum, Arbitration Authority, or any other judicial or
quasi-judicial body shall entertain any dispute unless the mandatory
pre-dispute procedure set out herein has been fully complied with. Nothing in
this clause shall be construed as restricting or waiving any statutory right
that cannot be lawfully excluded under applicable law.

24.3. Exclusive Jurisdiction: Subject to
the mandatory completion of the pre-dispute process outlined in Clause 24.1,
ALL disputes, claims, suits, proceedings, arbitration, recovery actions, and
criminal complaints shall be subject to the EXCLUSIVE jurisdiction of the
courts at Dhanbad, Jharkhand, India ONLY. The Client expressly and irrevocably
waives the right to approach any other court, tribunal, forum, or authority,
whether based on the Client’s location, residence, place of online transaction,
or alleged cause of action.

25. ARBITRATION

25.1. Mandatory Arbitration for Unresolved
Disputes:

Any dispute, difference, controversy, or
claim arising out of or in connection with these Terms & Conditions,
including any question regarding its existence, validity, interpretation,
performance, breach, or termination, that remains unresolved after completion
of the mandatory pre-dispute procedure set out in Clause 24, shall be
exclusively referred to and finally resolved by binding arbitration in
accordance with the Arbitration and Conciliation Act, 1996 (India), as amended
from time to time, including any rules made thereunder.

25.2. Sole Arbitrator:

The arbitration shall be conducted by a
sole arbitrator. The Company shall have the right to appoint the sole
arbitrator. In the event of any valid objection to such appointment under
applicable law, the arbitrator shall be appointed in accordance with the
Arbitration and Conciliation Act, 1996.

25.3. Seat, Venue & Language:

(a) The seat and legal place of
arbitration shall be Dhanbad, Jharkhand, India.

(b) The venue of all hearings and
proceedings shall be Dhanbad, Jharkhand, India, unless otherwise agreed in
writing by both parties.

(c) The language of arbitration shall be
English.

25.4. Award:

The arbitral award shall be final and
binding upon both parties and shall not be subject to appeal except as
permitted under applicable law. Each party shall bear its own costs of
arbitration unless the arbitrator directs otherwise. The arbitrator shall have
the power to award costs, interest, and other relief as permitted under law.

25.5. Confidentiality:

All arbitration proceedings, submissions,
awards, and communications shall be treated as strictly confidential by both
parties.

25.6. Emergency & Interim Relief:

Nothing in this Clause shall prevent the
Company from seeking urgent or interim relief from any competent court of law
at Dhanbad, Jharkhand, India, for the protection of its rights or enforcement
of its intellectual property, payment obligations, or confidentiality rights,
pending the constitution of the arbitral tribunal.

26. REGULATORY COMPLIANCE DISCLAIMER

26.1. Scope of Services:

The Company provides technology services,
including but not limited to website development, application development,
digital marketing, and hosting. The Company does not provide legal, financial,
regulatory, or compliance advisory services.

26.2. Client’s Sole Responsibility for
Regulatory Compliance:

The Client is solely and exclusively
responsible for ensuring that their business model, operations, products,
services, and the use of any Deliverables provided by the Company are in full
compliance with all applicable laws, regulations, rules, circulars, guidelines,
and directions issued by governmental, regulatory, or statutory authorities in
India or in any other jurisdiction in which the Client operates.

26.3. Industry-Specific Compliance:

Without limiting the generality of Clause
26.2, and without any limitation whatsoever, the Company assumes no
responsibility, obligation, or liability for compliance with laws and
regulations applicable to the Client’s specific industry or sector, including
but not limited to:

(a) Fintech, lending, payment
aggregation, payment gateway, or digital payment regulations under the Reserve
Bank of India Act, 1934, Payment and Settlement Systems Act, 2007, and
directions issued by the Reserve Bank of India (RBI);

(b) Securities law, investment advisory,
portfolio management, mutual fund distribution, or stock broking regulations
under the Securities and Exchange Board of India Act, 1992 and rules framed
thereunder (SEBI);

(c) Cryptocurrency, virtual digital
assets, blockchain, or Web3 regulations including but not limited to applicable
tax, PMLA, and RBI or Government of India guidelines;

(d) Telemedicine, online pharmacy,
healthcare, clinical establishment, or medical device regulations under the
Drugs and Cosmetics Act, Information Technology (Intermediary Guidelines)
Rules, or guidelines issued by the National Medical Commission;

(e) E-commerce regulations, consumer
protection obligations, mandatory disclosures, and grievance redressal
mechanisms under the Consumer Protection (E-Commerce) Rules, 2020;

(f) Food safety and standards
regulations, import/export licensing, or trade compliance requirements;

(g) Data protection and privacy laws
applicable to the Client’s user base, including obligations under the Digital
Personal Data Protection Act, 2023;

(h) Any sector-specific licensing,
approval, certification, or registration requirement from any government
ministry, department, or authority.

26.4. No Representation or Warranty:

The Company makes no representation,
warranty, or assurance that any Deliverable, application, website, or system
developed or delivered under these Terms & Conditions will satisfy or
fulfil any regulatory, licensing, or compliance requirement applicable to the
Client’s business. It is the Client’s responsibility to obtain independent
legal and regulatory advice prior to launching or operating any product or
service.

26.5. Indemnification for Non-Compliance:

The Client agrees to fully indemnify,
defend, and hold harmless the Company and its directors, officers, employees,
and agents from and against any and all losses, liabilities, penalties, fines,
proceedings, or costs arising from or related to the Client’s failure to comply
with applicable regulatory requirements.

27. NO BUSINESS GUARANTEE

27.1. The Company does not guarantee, represent,
or warrant any specific business results, outcomes, or performance metrics
arising from the Services provided. Without limiting the generality of the
foregoing, the Company makes no guarantee, whether express or implied,
regarding:

(a) Revenue generation, income, profits,
or financial returns from the Client’s use of the Deliverables;

(b) Website traffic, user visits, page
views, or engagement metrics;

(c) Search engine rankings, visibility,
or SEO outcomes;

(d) Application downloads, installs, or
active user counts;

(e) App Store or Google Play Store
approvals, featured listings, or approval timelines;

(f) Social media following, reach,
impressions, or engagement;

(g) Lead generation, conversion rates, or
sales outcomes;

(h) Business growth, market share, or
commercial success of the Client’s enterprise.

27.2. The Client acknowledges that all
estimates, projections, or anticipated results communicated during the sales or
proposal process are indicative only and are not contractual commitments or guarantees.

27.3. The Company’s sole obligation is to
deliver the agreed technical Deliverables in accordance with the functional
requirements documented in the project brief. Business performance arising from
or in connection with such Deliverables is beyond the Company’s control and
shall be entirely at the Client’s own risk.

27.4. The Client expressly waives any right
to claim damages, refund, or compensation from the Company on the basis of
unsatisfactory business performance or failure to achieve any projected business
outcome.

28. GOVERNING LAW

This agreement shall be governed by and
construed in accordance with the laws of India.

29. COMPANY DETAILS

CandyCode Tech Lab Private Limited

CIN: U62010JH2026PTC026720

GST No.: 20AANCC4330M1ZR

Registered Office: Raza Colony Bhuli,
Dhanbad, Jharkhand – 826001, India.

Jurisdiction: Dhanbad, Jharkhand, India.

30. FORCE MAJEURE

30.1. The Company shall not be liable or
responsible for any failure or delay in performing its obligations under these
Terms & Conditions where such failure or delay is caused by events or
circumstances beyond its reasonable control. Such events include, but are not
limited to: acts of God, natural disasters, fire, flood, earthquake, cyclone,
pandemic, epidemic, public health emergencies; acts of government, governmental
orders, regulations, directions, lockdowns, curfews, internet shutdowns,
network failures, power outages; cyber attacks, hacking, data breaches, malware
or ransomware attacks; hosting server failures, hardware malfunctions, software
crashes; third-party service outages, payment gateway disruptions,
telecommunications failures; strikes, lockouts, labour disputes; civil unrest,
riots, war, terrorism, or military action.

30.2. The Company shall be entitled to a
reasonable extension of time for performance during the period of such force
majeure event. If the force majeure event continues for more than thirty (30)
consecutive days, the Company may terminate the affected project or Service
without liability, and any payments made for work already performed shall be
non-refundable.

31. SEVERABILITY

31.1. If any provision or part-provision of
these Terms & Conditions is or becomes invalid, illegal, or unenforceable,
it shall be deemed modified to the minimum extent necessary to make it valid,
legal, and enforceable. If such modification is not possible, the relevant
provision or part-provision shall be deemed deleted.

31.2. The validity, legality, and
enforceability of the remaining provisions shall not be affected or impaired in
any way and shall continue in full force and effect.

32. NO WAIVER

32.1. The failure or delay of the Company
to enforce or insist upon compliance with any provision of these Terms &
Conditions, or to exercise any right, power, or remedy thereunder, shall not
constitute or be deemed a waiver thereof.

32.2. Any waiver by the Company of any
breach or default by the Client shall not constitute a waiver of any subsequent
breach or default, whether of a similar or different nature. No waiver shall be
effective unless made in writing and signed by an authorized representative of
the Company.

33. ASSIGNMENT

33.1. The Company may freely assign,
transfer, or novate any of its rights or obligations under these Terms &
Conditions, in whole or in part, to any third party without prior notice to or
consent from the Client.

33.2. The Client shall NOT assign,
transfer, or novate any of its rights or obligations under these Terms &
Conditions, whether by operation of law or otherwise, without the prior written
consent of the Company, which may be withheld at the Company’s sole and
absolute discretion. Any purported assignment by the Client in violation of
this clause shall be null and void.

34. INDEMNIFICATION

34.1. The Client agrees to indemnify,
defend, and hold harmless CandyCode Tech Lab Private Limited, its directors,
officers, employees, agents, affiliates, successors, and assigns (the
“Indemnified Parties”) from and against any and all losses, damages,
liabilities, deficiencies, claims, actions, judgments, settlements, interest,
awards, penalties, fines, costs, or expenses of whatever kind, including
reasonable attorneys’ fees, fees and costs of experts, and court costs
(collectively, “Losses”), incurred by or awarded against any
Indemnified Party arising out of or in connection with:

(a) any content, data, materials, or
information provided by the Client to the Company, including but not limited to
claims that such content infringes any third-party intellectual property
rights, is defamatory, libelous, obscene, pornographic, or violates any
applicable law;

(b) any breach by the Client of any
representation, warranty, or obligation under these Terms & Conditions;

(c) any use or misuse of the Services,
Deliverables, software, or systems by the Client, its employees, agents,
contractors, or end-users;

(d) any violation or alleged violation of
applicable laws, rules, regulations, or governmental orders by the Client,
including but not limited to data protection laws, information technology laws,
and intellectual property laws;

(e) any third-party claim arising from
the Client’s business operations, products, or services;

(f) any claim arising from unauthorized
modifications, alterations, or enhancements made to the Deliverables by anyone
other than the Company;

(g) any chargeback, payment dispute, or
fraudulent transaction initiated by the Client or any third party claiming
through the Client;

(h) any false, frivolous, or malicious
complaint, legal proceeding, or regulatory action initiated by the Client
against the Company, including but not limited to consumer forum complaints,
cyber complaints, police complaints, or court proceedings.

34.2. The indemnification obligations under
this clause shall survive the termination or expiration of these Terms &
Conditions and any underlying project or Service engagement.

34.3. The Company reserves the right to
assume the exclusive defense and control of any matter subject to
indemnification by the Client, and the Client agrees to cooperate fully with
the Company in asserting any available defenses.

35. ELECTRONIC RECORDS AS EVIDENCE

35.1. The Client acknowledges and agrees
that all electronic records maintained by the Company, including but not
limited to:

(a) emails and email logs;

(b) WhatsApp messages and chat
transcripts;

(c) payment receipts, transaction
records, and gateway logs;

(d) server logs, access logs, and
activity logs;

(e) IP address records and timestamps;

(f) click records and website interaction
data;

(g) invoices, proposals, and estimates
(in electronic form);

(h) any other electronic communication or
record,

shall be admissible as evidence in any
legal, regulatory, or arbitral proceeding and shall be treated as primary
evidence under the Indian Evidence Act, 1872, and the Information Technology
Act, 2000.

35.2. The Client waives any objection to
the admissibility of such electronic records on the grounds that they are
electronic in nature, are computer-generated, do not bear a physical signature,
or do not constitute “original” documents. The Client agrees that the
Company’s electronic records shall be presumed to be authentic and accurate
unless the Client provides demonstrable proof to the contrary.

35.3. The Company’s server time and records
shall be considered the official time and record for all purposes relating to
these Terms & Conditions.

36. SURVIVAL

36.1. Notwithstanding the termination,
expiration, suspension, or completion of any project or Service engagement, the
provisions relating to Intellectual Property (Clause 14), Domain Name Ownership
(Clause 15), Payment Obligations (Clauses 16 and 17), Limitation of Liability
(Clause 21), Pre-Dispute Resolution & Jurisdiction (Clause 24), Arbitration
(Clause 25), Regulatory Compliance Disclaimer (Clause 26), Indemnification
(Clause 34), Electronic Records as Evidence (Clause 35), and any other clause
which by its nature is intended to survive, shall survive and remain in full
force and effect.

36.2. The termination of Services shall not
affect any accrued rights, remedies, or liabilities of the Company existing at
the date of termination.

37. EXCLUSION OF INDIRECT, INCIDENTAL &
CONSEQUENTIAL DAMAGES

37.1. Under no circumstances shall the
Company be liable to the Client or any third party for any indirect,
incidental, special, exemplary, punitive, or consequential damages whatsoever,
including but not limited to loss of profits, loss of revenue, loss of business
opportunity, business interruption, goodwill loss, data loss, or reputational
damage, arising out of or in connection with the Services or these Terms &
Conditions, even if advised of the possibility of such damages.

37.2. The Client expressly acknowledges
that the pricing of the Services reflects this allocation of risk.

38. CONFIDENTIALITY

38.1. The Client agrees that all proposals,
quotations, pricing structures, technical architecture, source code (where not
expressly transferred), development methodologies, strategies, internal
communications, and business processes of the Company constitute confidential
and proprietary information.

38.2. The Client shall not disclose, share,
reproduce, reverse engineer, decompile, copy, distribute, or commercially
exploit any such confidential information without prior written consent of the
Company.

38.3. This confidentiality obligation shall
survive termination of Services.

39. OFFICIAL NOTICES

39.1. Any notice required to be given under
these Terms & Conditions shall be in writing and sent to the Company’s
official email address as published on its website, or to its Registered Office
address.

39.2. Notice sent by email shall be deemed
received on the date of transmission, provided no delivery failure notification
is received.

39.3. Notice sent by registered post or
courier shall be deemed received within 5 (five) Business Days from dispatch.

39.4. The Client is responsible for
ensuring that the Company has their correct and updated contact details at all
times.

────────────────────────────────────────────────────────────

CandyCode Tech Lab
Private Limited

Raza Colony Bhuli,
Dhanbad, Jharkhand – 826001, India

CIN:
U62010JH2026PTC026720  |  GST: 20AANCC4330M1ZR

Governing Law: Laws of
India  |  Jurisdiction: Dhanbad, Jharkhand