Terms & Conditions

for Laraware Pvt Ltd

Effective Date: 01/05/2023
Last Updated: 02/03/2024

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

For the purposes of these Terms and Conditions, the following terms shall have the meanings set forth below:

“Laraware” or “Company” or “We” or “Us” or “Our” means Laraware, a company incorporated under the laws of India, having its registered office at [Insert Address], engaged in AI-powered software development, fintech solutions, and related technology services.

“Client” or “Customer” or “You” or “Your” 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 as described in the applicable Statement of Work (SOW) or Service Agreement.

“Software” means any computer programs, applications, systems, platforms, modules, components, algorithms, source code, object code, documentation, and related materials developed, licensed, or provided by Laraware.

“Intellectual Property” means all intellectual property rights including but not limited to patents, trademarks, service marks, copyrights, trade secrets, proprietary information, know-how, algorithms, methodologies, processes, designs, specifications, documentation, and any other intellectual property whether registered or unregistered.

“Confidential Information” means all non-public, proprietary, or confidential information disclosed by either party, including but not limited to technical data, trade secrets, know-how, research, product plans, software, customers, financial information, business strategies, and any other information marked as confidential.

“Data” means all data, information, content, files, databases, and other materials provided by the Client or generated in connection with the Services.

“Third Party” means any person, entity, or organization other than Laraware and the Client.

“Agreement” means these Terms and Conditions together with any SOW, Service Agreement, Purchase Orders, or other documents executed between the parties.

“Authorized Users” means employees, agents, contractors, or other persons authorized by the Client to access and use the Services.

1.2 Interpretation

1.2.1 Words denoting the singular include the plural and vice versa.

1.2.2 References to any statute, regulation, or legal provision include any amendment, modification, or re-enactment thereof.

1.2.3 Headings are for convenience only and do not affect interpretation.

1.2.4 References to “including” or “includes” shall be deemed to include “without limitation.”

1.2.5 Any ambiguity or uncertainty shall be resolved in favor of Laraware.

2. ACCEPTANCE AND BINDING NATURE

2.1 Acceptance of Terms

2.1.1 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.

2.1.2 These Terms and Conditions constitute a legally binding agreement between Laraware and the Client.

2.1.3 If the Client does not agree to these Terms and Conditions, the Client must immediately cease all use of Services and terminate any existing agreements.

2.2 Authority and Capacity

2.2.1 The Client represents and warrants that:

They have full legal capacity and authority to enter into this Agreement
The execution and performance of this Agreement has been duly authorized
The person executing this Agreement has the requisite authority to bind the Client
This Agreement constitutes a valid and binding obligation of the Client

2.3 Entire Agreement

2.3.1 These Terms and Conditions, together with any SOW or Service Agreement, constitute the entire agreement between the parties and supersede all prior negotiations, representations, or agreements relating to the subject matter.

2.3.2 No terms or conditions contained in any Client purchase order, acknowledgment, or other document shall be applicable, and Laraware hereby expressly rejects any such terms or conditions.

3. SERVICES AND SCOPE

3.1 Service Provision

3.1.1 Laraware shall provide Services to the Client in accordance with the specifications set forth in the applicable SOW or Service Agreement.

3.1.2 Laraware reserves the right to:

Modify the scope, methodology, or approach of Services at its sole discretion
Subcontract any portion of the Services to qualified third parties
Use its standard tools, methodologies, and best practices in delivering Services

3.2 Service Categories

3.2.1 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

3.3 Performance Standards

3.3.1 Laraware shall use commercially reasonable efforts to perform the Services in accordance with industry standards.

3.3.2 However, Laraware makes no warranties regarding:

Specific performance metrics unless explicitly agreed in writing
Compatibility with all third-party systems or software
Uninterrupted or error-free operation
Achievement of Client’s business objectives

3.4 Changes to Services

3.4.1 Laraware may modify, enhance, or discontinue any aspect of the Services at any time with or without notice.

3.4.2 Any changes to the scope of Services requested by the Client shall be subject to additional charges and require a written change order executed by both parties.

4. CLIENT OBLIGATIONS AND RESPONSIBILITIES

4.1 General Obligations

4.1.1 The Client shall:

Provide accurate, complete, and timely information required for Service delivery
Ensure Authorized Users comply with these Terms and Conditions
Maintain confidentiality of access credentials and system passwords
Promptly notify Laraware of any security breaches or unauthorized access
Cooperate fully with Laraware in the performance of Services

4.2 Technical Requirements

4.2.1 The Client is responsible for:

Ensuring adequate hardware, software, and network infrastructure
Maintaining internet connectivity and bandwidth requirements
Providing necessary licenses for third-party software
Backing up all data and information prior to Service commencement

4.3 Data and Information

4.3.1 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 regulations
Is free from viruses, malware, or other harmful components

4.3.2 The Client shall indemnify Laraware for any claims arising from the Client’s Data or information.

4.4 Personnel and Resources

4.4.1 The Client shall provide:

Competent personnel for coordination and communication
Timely responses to Laraware’s requests for information or decisions
Access to necessary systems, facilities, and resources
Appropriate testing environments and test data

4.5 Compliance

4.5.1 The Client is solely responsible for ensuring that their use of Services complies with:

All applicable laws, regulations, and industry standards
Their internal policies and procedures
Third-party licensing terms and conditions
Data protection and privacy requirements

5. INTELLECTUAL PROPERTY RIGHTS

5.1 Laraware’s Intellectual Property

5.1.1 Laraware retains all right, title, and interest in and to:

All pre-existing Intellectual Property owned by Laraware
All methodologies, processes, and know-how used in providing Services
All tools, utilities, frameworks, and software developed by Laraware
All improvements, enhancements, and derivative works created by Laraware

5.1.2 No license or right to Laraware’s Intellectual Property is granted to the Client except as expressly set forth in these Terms and Conditions.

5.2 Work Product

5.2.1 All work product, deliverables, and Intellectual Property created by Laraware in the course of providing Services shall be the exclusive property of Laraware, including but not limited to:

Software code, algorithms, and technical designs
Documentation, specifications, and manuals
Data models, architectures, and system designs
Training materials and methodologies

5.2.2 The Client receives only a limited, non-exclusive, non-transferable license to use the work product solely for its internal business purposes.

5.3 Client Data

5.3.1 The Client retains ownership of its pre-existing Data and information.

5.3.2 However, Laraware shall have the right to:

Use, modify, and analyze Client Data for Service delivery
Create aggregated, anonymized datasets for research and development
Develop insights and analytics based on Client Data usage patterns

5.4 Feedback and Suggestions

5.4.1 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.

5.5 Intellectual Property Indemnification

5.5.1 Laraware shall defend the Client against claims that the Services directly infringe a third party’s patent, copyright, or trademark, provided that:

The Client promptly notifies Laraware of such claim
Laraware has sole control of the defense and settlement
The Client provides reasonable cooperation in the defense

5.5.2 Laraware’s sole obligation for intellectual property infringement shall be to:

Obtain the right for Client to continue using the Services
Replace or modify the infringing component
Terminate the Services and refund prepaid fees

6. PAYMENT TERMS AND FINANCIAL OBLIGATIONS

6.1 Fees and Charges

6.1.1 The Client shall pay all fees and charges as specified in the applicable SOW or Service Agreement.

6.1.2 All fees are non-refundable except as expressly provided in these Terms and Conditions.

6.1.3 Laraware reserves the right to modify pricing with thirty (30) days’ written notice.

6.2 Payment Terms

6.2.1 Payment terms are net 30 days from invoice date unless otherwise specified.

6.2.2 All payments shall be made in Indian Rupees (INR) unless otherwise agreed.

6.2.3 Late payments shall incur interest at the rate of 18% per annum or the maximum rate permitted by law, whichever is higher.

6.3 Taxes

6.3.1 All fees are exclusive of taxes, duties, levies, and assessments.

6.3.2 The Client is responsible for all applicable taxes including but not limited to:

Goods and Services Tax (GST)
Tax Deducted at Source (TDS)
Any other central, state, or local taxes

6.4 Expenses

6.4.1 The Client shall reimburse Laraware for all reasonable out-of-pocket expenses incurred in providing Services, including but not limited to:

Travel and accommodation expenses
Third-party software licenses and subscriptions
Hardware and infrastructure costs
Professional services and consultation fees

6.5 Disputed Amounts

6.5.1 The Client may dispute invoice amounts in good faith by providing written notice within 15 days of invoice receipt.

6.5.2 Undisputed amounts must be paid in accordance with standard payment terms.

6.5.3 Laraware may suspend Services if payment of undisputed amounts is overdue.

6.6 Set-off and Security

6.6.1 Laraware may set off any amounts owed by the Client against any amounts owed by Laraware to the Client.

6.6.2 Laraware may require advance payment or security deposits for Services at its sole discretion.

7. CONFIDENTIALITY AND NON-DISCLOSURE

7.1 Confidentiality Obligations

7.1.1 Each party acknowledges that it may receive Confidential Information from the other party.

7.1.2 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
Protect Confidential Information using the same degree of care used for its own confidential information, but no less than reasonable care

7.2 Exceptions

7.2.1 Confidentiality obligations do not apply to information that:

Is or becomes publicly available through no breach of this Agreement
Was rightfully known prior to disclosure
Is independently developed without use of Confidential Information
Is required to be disclosed by law or legal process

7.3 Employee and Contractor Obligations

7.3.1 Each party shall ensure that its employees, contractors, and agents are bound by confidentiality obligations at least as restrictive as those contained herein.

7.4 Return of Information

7.4.1 Upon termination of this Agreement or upon request, each party shall return or destroy all Confidential Information received from the other party.

7.5 Survival

7.5.1 Confidentiality obligations shall survive termination of this Agreement for a period of five (5) years.

8. DATA PROTECTION AND PRIVACY

8.1 Data Processing

8.1.1 Laraware shall process Client Data in accordance with:

Applicable data protection laws and regulations
Laraware’s Privacy Policy
Reasonable security standards and practices

8.2 Data Security

8.2.1 Laraware shall implement appropriate technical and organizational measures to protect Client Data, including:

Access controls and user authentication
Data encryption in transit and at rest
Regular security assessments and monitoring
Incident response and breach notification procedures

8.3 Data Location and Transfer

8.3.1 Client Data may be processed and stored:

In India or any other country where Laraware operates
On cloud platforms and third-party infrastructure
By Laraware’s subcontractors and service providers

8.3.2 The Client consents to such data processing and transfer.

8.4 Data Retention

8.4.1 Laraware may retain Client Data:

For the duration of the Agreement and as required for Service delivery
As required by applicable laws and regulations
For backup and disaster recovery purposes
For analytical and research purposes in anonymized form

8.5 Data Subject Rights

8.5.1 Laraware shall cooperate with the Client in responding to data subject requests and regulatory inquiries.

8.5.2 Any costs incurred by Laraware in providing such cooperation shall be borne by the Client.

9. LIMITATION OF LIABILITY

9.1 Disclaimer of Warranties

9.1.1 EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS, LARAWARE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

WARRANTIES OF MERCHANTABILITY
FITNESS FOR A PARTICULAR PURPOSE
NON-INFRINGEMENT
ACCURACY, RELIABILITY, OR COMPLETENESS
UNINTERRUPTED OR ERROR-FREE OPERATION

9.2 Limitation of Liability

9.2.1 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.

9.2.2 IN NO EVENT SHALL LARAWARE BE LIABLE FOR:

INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
LOSS OF PROFITS, REVENUE, OR BUSINESS OPPORTUNITIES
BUSINESS INTERRUPTION OR DOWNTIME
LOSS OF DATA OR INFORMATION
COST OF SUBSTITUTE GOODS OR SERVICES

9.3 Exceptions

9.3.1 The limitations of liability set forth herein shall not apply to:

Laraware’s gross negligence or willful misconduct
Breach of confidentiality obligations
Intellectual property infringement claims
Claims covered by insurance

9.4 Client Acknowledgment

9.4.1 The Client acknowledges that:

The limitation of liability is a reasonable allocation of risk
The fees charged by Laraware reflect this allocation of risk
The Client has the opportunity to obtain appropriate insurance coverage

10. INDEMNIFICATION

10.1 Client Indemnification

10.1.1 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 (including reasonable attorneys’ fees) arising from or relating to:

Client’s breach of these Terms and Conditions
Client’s use of Services in violation of applicable laws
Client’s Data or information provided to Laraware
Claims that Client’s Data infringes third-party rights
Negligent or wrongful acts or omissions of the Client
Unauthorized use of Services by the Client or its Authorized Users

10.2 Procedure

10.2.1 Laraware shall:

Promptly notify the Client of any indemnifiable claim
Allow the Client to control the defense and settlement
Provide reasonable cooperation in the defense

10.2.2 Laraware may participate in the defense with counsel of its choice at its own expense.

10.3 Settlement

10.3.1 No settlement that affects Laraware’s rights or requires Laraware to take or refrain from taking any action shall be made without Laraware’s prior written consent.

11. SERVICE LEVEL AGREEMENTS AND WARRANTIES

11.1 Service Levels

11.1.1 Laraware shall use commercially reasonable efforts to meet any service levels specified in the applicable SOW.

11.1.2 Service level commitments are subject to:

Proper use of Services by the Client
Availability of Client resources and cooperation
Absence of force majeure events
Compliance with system requirements and specifications

11.2 Performance Warranty

11.2.1 Laraware warrants that Services will be performed in a professional and workmanlike manner in accordance with industry standards.

11.2.2 The Client’s sole remedy for breach of this warranty is re-performance of the defective Services at no additional charge.

11.3 Software Warranty

11.3.1 Laraware warrants that Software will substantially conform to its specifications for a period of ninety (90) days from delivery.

11.3.2 Laraware’s sole obligation for breach of this warranty is to correct material non-conformities or provide a workaround.

11.4 Limitation of Warranties

11.4.1 THE WARRANTIES SET FORTH IN THIS SECTION ARE THE ONLY WARRANTIES PROVIDED BY LARAWARE AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

12. TERMINATION AND SUSPENSION

12.1 Termination for Convenience

12.1.1 Either party may terminate this Agreement for any reason with thirty (30) days’ written notice.

12.1.2 The Client shall pay all fees and expenses incurred up to the effective date of termination.

12.2 Termination for Cause

12.2.1 Either party may terminate this Agreement immediately upon written notice if the other party:

Materially breaches this Agreement and fails to cure within thirty (30) days
Becomes insolvent or files for bankruptcy
Ceases to conduct business in the ordinary course

12.3 Suspension of Services

12.3.1 Laraware may suspend Services immediately without notice if:

The Client fails to make payment when due
The Client breaches security or usage policies
Continued provision of Services would violate applicable law
The Client’s use of Services poses a security risk

12.4 Effect of Termination

12.4.1 Upon termination:

All rights and licenses granted to the Client shall immediately cease
The Client shall cease all use of Laraware’s Intellectual Property
Each party shall return or destroy Confidential Information
All payment obligations shall become immediately due and payable

12.5 Survival

12.5.1 The following provisions shall survive termination:

Payment obligations
Intellectual Property rights
Confidentiality obligations
Limitation of liability
Indemnification obligations

13. FORCE MAJEURE

13.1 Force Majeure Events

13.1.1 Neither party shall be liable for any failure or delay in performance due to events beyond its reasonable control, including but not limited to:

Acts of God, natural disasters, or extreme weather conditions
War, terrorism, civil unrest, or government actions
Epidemics, pandemics, or public health emergencies
Labor strikes or disputes
Internet outages or telecommunications failures
Supplier failures or material shortages

13.2 Notice and Mitigation

13.2.1 The affected party shall:

Promptly notify the other party of the force majeure event
Use reasonable efforts to mitigate the impact
Resume performance as soon as reasonably practicable

13.3 Extended Force Majeure

13.3.1 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

14.1 Governing Law

14.1.1 This Agreement shall be governed by and construed in accordance with the laws of India, without regard to conflict of law principles.

14.2 Jurisdiction

14.2.1 The courts of Mumbai, India shall have exclusive jurisdiction over all disputes arising under this Agreement.

14.2.2 However, Laraware may commence legal proceedings in any court of competent jurisdiction to:

Collect amounts owed by the Client
Seek injunctive relief for breach of confidentiality or intellectual property rights
Enforce any judgment or arbitral award

14.3 Dispute Resolution Process

14.3.1 The parties shall attempt to resolve disputes through:

Direct negotiation between senior executives
Mediation before a mutually agreed mediator
Arbitration under the rules of the Mumbai Centre for International Arbitration

14.3.2 Nothing herein shall prevent Laraware from seeking immediate injunctive or other equitable relief.

14.4 Class Action Waiver

14.4.1 The Client waives any right to participate in class action lawsuits or class-wide arbitration against Laraware.

15. MODIFICATION OF TERMS

15.1 Right to Modify

15.1.1 Laraware reserves the right to modify these Terms and Conditions at any time in its sole discretion.

15.1.2 Modifications shall become effective:

Immediately upon posting on Laraware’s website
Upon commencement of any new SOW or Service Agreement
As otherwise specified by Laraware

15.2 Notice of Changes

15.2.1 Laraware may provide notice of material changes through:

Email notification to the Client’s registered contact
Posting on Laraware’s website
Inclusion in invoices or other communications

15.3 Acceptance of Changes

15.3.1 The Client’s continued use of Services after modification constitutes acceptance of the revised Terms and Conditions.

15.3.2 If the Client does not agree to the modifications, the Client must cease using the Services and terminate this Agreement.

16. ASSIGNMENT AND TRANSFER

16.1 Assignment by Laraware

16.1.1 Laraware may assign, transfer, or delegate its rights and obligations under this Agreement:

To any affiliate or subsidiary
In connection with a merger, acquisition, or sale of assets
To any third party with prior written notice to the Client

16.2 Assignment by Client

16.2.1 The Client may not assign, transfer, or delegate its rights or obligations under this Agreement without Laraware’s prior written consent.

16.2.2 Any attempted assignment without consent shall be void and of no effect.

16.3 Binding Effect

16.3.1 This Agreement shall be binding upon and inure to the benefit of the parties’ successors and permitted assigns.

17. SEVERABILITY AND WAIVER

17.1 Severability

17.1.1 If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

17.1.2 The invalid provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable.

17.2 Waiver

17.2.1 No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

17.2.2 No failure or delay in exercising any right shall operate as a waiver thereof.

17.2.3 No single or partial exercise of any right shall preclude further exercise of that right or any other right.

18. COMPLIANCE AND REGULATORY REQUIREMENTS

18.1 Regulatory Compliance

18.1.1 The Client acknowledges that Laraware’s Services are subject to:

Reserve Bank of India (RBI) regulations for fintech services
Information Technology Act, 2000 and related rules
Data protection and privacy laws
Anti-money laundering and know-your-customer requirements

18.2 Export Control

18.2.1 The Client shall comply with all export control laws and regulations.

18.2.2 The Client shall not export, re-export, or transfer any Software or technical data to prohibited countries or persons.

18.3 Anti-Corruption

18.3.1 Both parties shall comply with all anti-corruption and anti-bribery laws.

18.3.2 Neither party shall offer, give, or receive any improper payments or benefits.

19. THIRD PARTY SERVICES AND INTEGRATION

19.1 Third Party Dependencies

19.1.1 Laraware’s Services may depend on or integrate with third-party services, including:

Cloud infrastructure providers
Payment processors and financial institutions
API providers and data sources
Software libraries and frameworks

19.2 Third Party Terms

19.2.1 The Client’s use of third-party services is subject to the applicable third-party terms and conditions.

19.2.2 Laraware is not responsible for third-party service availability, performance, or compliance.

19.3 Disclaimer

19.3.1 LARAWARE DISCLAIMS ALL LIABILITY FOR THIRD-PARTY SERVICES AND ANY INTERRUPTION OR DEGRADATION OF SERVICES CAUSED BY THIRD-PARTY FAILURES.

20. MANAGEMENT SUCCESSION AND HISTORICAL LIABILITY

20.1 Current Management Authority

20.1.1 Absolute Decision-Making Power: The current Board of Directors, management team, and authorized officers of Laraware have complete, absolute, and unquestionable authority to:

Review, evaluate, and assess any previous contracts, agreements, or commitments
Modify, amend, or terminate any historical obligations or arrangements
Settle, negotiate, or resolve any past disputes, claims, or legal matters
Make final and binding decisions regarding all corporate liabilities and obligations
Override any previous policies, procedures, or business practices

20.1.2 Succession of Authority: Upon any change in management or directorship:

Incoming directors and officers assume full authority over all corporate matters
Previous management decisions may be reviewed and reversed at current management’s sole discretion
All contractual obligations become subject to current management’s interpretation and enforcement
Historical commitments may be honored, modified, or terminated based on current business strategy

20.2 Historical Liability Protection

20.2.1 Corporate Entity Responsibility: All disputes, claims, liabilities, and obligations arising from:

Previous contracts entered into by former management
Historical business dealings and transactions
Past service agreements and commitments
Legacy disputes and legal matters
Pre-existing client relationships and obligations

Shall be the sole responsibility of Laraware as a corporate entity, and current management shall have unrestricted authority to address, resolve, or dispose of such matters in the best interests of the company.

20.2.2 Personal Liability Limitation: Current directors, officers, and management personnel shall not bear any personal, individual, or joint liability for:

Corporate actions taken prior to their appointment or tenure
Decisions made by previous management or former directors
Historical business commitments or contractual obligations
Past disputes, claims, or legal proceedings
Legacy financial obligations or liabilities

Except in cases where:

Mandatory legal provisions specifically require personal liability
Gross negligence or willful misconduct is proven in a court of law
Fraudulent activities are established through due legal process
Criminal acts are substantiated by competent judicial authorities

20.3 Dispute Resolution and Settlement Authority

20.3.1 Exclusive Settlement Rights: Current management possesses exclusive and unrestricted rights to:

Negotiate settlements for any historical disputes or claims
Accept or reject any demands, proposals, or resolution offers
Determine the quantum and method of any settlements or compensations
Engage legal counsel and make litigation decisions
Enter into compromise agreements or consent orders

20.3.2 Finality of Decisions: All decisions made by current management regarding historical matters shall be:

Final, conclusive, and binding on all parties
Non-appealable and non-reviewable by any external party
Effective immediately upon communication to concerned parties
Legally valid and enforceable under applicable law

20.4 Business Continuity and Strategic Realignment

20.4.1 Operational Flexibility: Current management reserves the right to:

Realign business operations with current market conditions
Discontinue services or product lines that are no longer viable
Modify service delivery methodologies and business practices
Restructure contractual arrangements to reflect current capabilities
Prioritize current business objectives over historical commitments

20.4.2 Strategic Decision Making: In exercising their authority, current management may consider:

Current financial position and business viability
Market conditions and competitive landscape
Legal and regulatory compliance requirements
Stakeholder interests and corporate sustainability
Long-term business strategy and growth objectives

20.5 Client and Stakeholder Relations

20.5.1 Communication Authority: Only current management and their authorized representatives have the authority to:

Communicate company positions on historical matters
Make representations about past events or commitments
Negotiate with clients or stakeholders regarding legacy issues
Provide official statements or responses to inquiries
Execute documents or agreements related to historical matters

20.5.2 Documentation and Records: Current management shall have:

Exclusive access to and control over all corporate records
Authority to interpret historical documents and agreements
Right to determine the relevance and validity of past commitments
Power to establish new documentation standards and procedures
Control over information disclosure and confidentiality matters

20.6 Legal Framework and Enforcement

20.6.1 Statutory Compliance: This management succession framework operates within:

The Companies Act, 2013 and related regulations
Indian Contract Act, 1872 provisions
Corporate governance standards and best practices
Judicial precedents and established legal principles
Regulatory guidelines and industry standards

20.6.2 Enforcement Mechanisms: Any party seeking to challenge current management’s authority must:

Demonstrate specific legal grounds for such challenge
Exhaust all internal grievance and appeal mechanisms
Comply with jurisdictional and procedural requirements
Bear all costs and expenses of such challenge proceedings
Accept the finality of judicial determinations on the matter

20.7 Transition and Implementation

20.7.1 Effective Implementation: This framework becomes effective:

Immediately upon any change in directorship or key management positions
For all existing and future contractual relationships
Across all business divisions and operational areas
For both domestic and international business dealings
Regardless of the timing or circumstances of management changes

20.7.2 Notice and Communication: Laraware shall provide appropriate notice of management changes and authority transitions through:

Official company communications and announcements
Updates to corporate website and public documents
Direct notification to significant clients and stakeholders
Regulatory filings and compliance submissions
Professional networks and industry publications

21. MISCELLANEOUS PROVISIONS

20.1 Notices

20.1.1 All notices under this Agreement shall be in writing and delivered to:

For Laraware:
Address: Narjoga Tower -D-262, Vibhooti Khand Gomti Nagar, Lucknow, Uttar Pradesh, India- 226010
Email: legalteam@laraware.com
Attention: Legal Department

For Client:
Address: As specified in the SOW or Service Agreement
Email: As specified in the SOW or Service Agreement

20.1.2 Notices shall be deemed delivered:

Upon actual receipt if delivered personally
Three (3) business days after mailing if sent by certified mail
Upon confirmation of receipt if sent by email

20.2 Independent Contractors

20.2.1 The parties are independent contractors and nothing in this Agreement creates an employment, partnership, or agency relationship.

20.3 Language

20.3.1 This Agreement is executed in English, which shall be the controlling language for all purposes.

20.3.2 Any translation of this Agreement is for convenience only and shall not be binding.

20.4 Counterparts

20.4.1 This Agreement may be executed in counterparts, each of which shall be deemed an original.

20.4.2 Electronic signatures shall be deemed valid and binding.

20.5 Publicity

20.5.1 Laraware may use the Client’s name and logo for marketing and promotional purposes unless the Client provides written objection.

20.6 Emergency Access

20.6.1 Laraware reserves the right to access Client systems and data in emergency situations to:

Prevent security breaches or data loss
Maintain system stability and performance
Comply with legal or regulatory requirements

20.7 Time is of the Essence

20.7.1 Time is of the essence with respect to all obligations under this Agreement.

20.8 Relationship to Other Agreements

20.8.1 These Terms and Conditions shall prevail over any conflicting terms in purchase orders, SOWs, or other documents.

20.8.2 In case of conflict between these Terms and Conditions and a separately executed SOW, the SOW shall prevail only with respect to the specific Services described therein.

20.9 Survival of Provisions

20.9.1 All provisions that by their nature should survive termination shall survive, including but not limited to:

Intellectual Property rights
Payment obligations
Confidentiality obligations
Limitation of liability
Indemnification obligations
Governing law and jurisdiction

20.10 Further Assurances

20.10.1 Each party shall execute such additional documents and take such additional actions as may be reasonably necessary to effectuate the purposes of this Agreement.

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.

THE CLIENT FURTHER ACKNOWLEDGES THAT THESE TERMS AND CONDITIONS CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN THE CLIENT AND LARAWARE.

LARAWARE
India’s First AI-Powered Fintech Software Development Company

Registered Office:
Narjoga Tower -D-262, Vibhooti Khand Gomti Nagar, Lucknow,

Uttar Pradesh, India- 226010

Contact Information:
Email: info@laraware.com
Phone: 8188949800
Website: https://laraware.com

Corporate Details:
CIN: u62091up2023ptc180790
GST: 09AAFCL3771M1ZZ

APPENDIX A: SERVICE SPECIFIC TERMS

A.1 AI-Powered Fintech Solutions

A.1.1 Regulatory Compliance: All fintech solutions shall comply with RBI guidelines, NPCI standards, and applicable financial regulations.

A.1.2 Data Security: Enhanced security measures including end-to-end encryption, tokenization, and fraud detection mechanisms shall be implemented.

A.1.3 API Integration: Laraware shall provide secure API integration for AePS, BBPS, DMT, and other financial services.

A.1.4 Performance Standards: Fintech applications shall maintain 99.5% uptime during business hours, with transaction processing times not exceeding 5 seconds.

A.2 School Management Systems

A.2.1 Student Data Protection: Enhanced privacy protections for student information in compliance with educational data protection requirements.

A.2.2 Academic Records: Secure management and backup of academic records with role-based access controls.

A.2.3 Parent Portal: Secure communication channels between parents, teachers, and school administration.

A.3 Hospital Management Systems

A.3.1 Patient Data Security: HIPAA-level security standards for patient health information management.

A.3.2 Medical Records: Comprehensive electronic health record management with audit trails.

A.3.3 Integration: Seamless integration with diagnostic equipment, pharmacy systems, and billing platforms.

A.4 Cloud and Infrastructure Services

A.4.1 Service Availability: 99.9% uptime guarantee for cloud-hosted applications.

A.4.2 Data Backup: Daily automated backups with 30-day retention policy.

A.4.3 Disaster Recovery: Recovery time objective (RTO) of 4 hours and recovery point objective (RPO) of 1 hour.

APPENDIX B: PAYMENT SCHEDULES AND PENALTIES

B.1 Standard Payment Terms

B.1.1 Development Projects: 30% advance, 40% on milestone completion, 30% on final delivery.

B.1.2 SaaS Subscriptions: Annual payment in advance with 5% discount, or quarterly payments.

B.1.3 Consulting Services: Monthly billing in arrears within 30 days of invoice.

B.2 Late Payment Penalties

B.2.1 Interest Charges: 18% per annum on overdue amounts, compounded monthly.

B.2.2 Service Suspension: Services may be suspended after 15 days of non-payment.

B.2.3 Collection Costs: Client responsible for all collection costs including legal fees.

B.3 Currency and Banking

B.3.1 Primary Currency: All transactions in Indian Rupees (INR).

B.3.2 Banking Details: [Insert Laraware’s banking details]

B.3.3 Foreign Exchange: For international clients, payments in USD accepted at prevailing exchange rates plus 3% conversion charges.

APPENDIX C: INTELLECTUAL PROPERTY SCHEDULE

C.1 Laraware Proprietary Technologies

C.1.1 AI Algorithms: All machine learning models, algorithms, and training datasets remain Laraware’s exclusive property.

C.1.2 Development Frameworks: Proprietary software development frameworks and methodologies.

C.1.3 Integration Platforms: Pre-built integration platforms and API connectors.

C.2 Client License Rights

C.2.1 Usage Rights: Non-exclusive, non-transferable license to use delivered software for internal business purposes only.

C.2.2 Restrictions: No reverse engineering, decompilation, or redistribution permitted.

C.2.3 Duration: License valid for the term of the agreement plus perpetual license for delivered customizations.

C.3 Open Source Components

C.3.1 Disclosure: Laraware shall disclose all open source components used in delivered software.

C.3.2 Compliance: Client responsible for compliance with open source license terms.

C.3.3 Indemnification: Client indemnifies Laraware for open source license violations.

APPENDIX D: DATA PROCESSING AND SECURITY

D.1 Data Classification

D.1.1 Public Data: Information freely available in public domain.

D.1.2 Internal Data: Business information requiring standard security measures.

D.1.3 Confidential Data: Sensitive business information requiring enhanced protection.

D.1.4 Restricted Data: Highly sensitive data requiring maximum security measures.

D.2 Security Measures by Classification

D.2.1 Public Data: Basic access controls and standard backup procedures.

D.2.2 Internal Data: Role-based access, encryption in transit, regular security assessments.

D.2.3 Confidential Data: Multi-factor authentication, encryption at rest and in transit, quarterly security audits.

D.2.4 Restricted Data: Zero-trust security model, end-to-end encryption, monthly penetration testing.

D.3 Incident Response

D.3.1 Detection: 24/7 monitoring and automated threat detection systems.

D.3.2 Response Time: Security incidents addressed within 2 hours of detection.

D.3.3 Notification: Client notified within 4 hours of confirmed security incident.

D.3.4 Remediation: Full incident report and remediation plan provided within 48 hours.

APPENDIX E: REGULATORY COMPLIANCE MATRIX

E.1 Financial Services Compliance

Regulation	Applicability	Compliance Measures
RBI Guidelines	All fintech services	KYC/AML procedures, transaction monitoring
NPCI Standards	Payment services	API certification, security compliance
FEMA	Cross-border transactions	Reporting and documentation requirements
IT Act 2000	All digital services	Data protection and cybersecurity measures

E.2 Data Protection Compliance

Law/Regulation	Scope	Implementation
IT Rules 2021	Sensitive personal data	Consent management, data minimization
Proposed DPDP Act	Personal data processing	Privacy by design, data subject rights
Sector-specific rules	Healthcare, education	Enhanced protection for sensitive categories

E.3 Industry Standards

Standard	Application	Certification
ISO 27001	Information security	Annual certification and audits
ISO 9001	Quality management	Continuous improvement processes
CMMI Level 3	Software development	Process maturity and optimization
PCI DSS	Payment processing	Quarterly compliance assessments

APPENDIX F: CHANGE MANAGEMENT PROCEDURES

F.1 Change Request Process

F.1.1 Request Submission: All change requests must be submitted in writing via email or project management system.

F.1.2 Impact Assessment: Laraware shall provide impact assessment within 5 business days including:

Technical feasibility analysis
Timeline implications
Cost estimates
Risk assessment

F.1.3 Approval Process: Changes require written approval from authorized Client representative.

F.1.4 Implementation: Approved changes implemented according to agreed timeline and budget.

F.2 Emergency Changes

F.2.1 Security Patches: Critical security updates may be implemented immediately with post-implementation notification.

F.2.2 System Failures: Emergency fixes for system-down situations implemented with verbal approval, followed by written confirmation.

F.2.3 Regulatory Changes: Compliance-related changes implemented as required by law with cost discussions to follow.

F.3 Change Documentation

F.3.1 Change Log: Comprehensive log of all changes with timestamps, responsible parties, and business justification.

F.3.2 Version Control: All software versions tracked with detailed release notes.

F.3.3 Rollback Procedures: Documented procedures for reverting changes if issues arise.

APPENDIX G: DISASTER RECOVERY AND BUSINESS CONTINUITY

G.1 Business Continuity Planning

G.1.1 Risk Assessment: Annual assessment of business continuity risks and mitigation strategies.

G.1.2 Recovery Objectives:

Recovery Time Objective (RTO): 4 hours for critical systems
Recovery Point Objective (RPO): 1 hour maximum data loss
Service resumption: 95% capacity within 8 hours

G.1.3 Communication Plan: Established communication protocols for crisis situations.

G.2 Data Backup and Recovery

G.2.1 Backup Schedule:

Real-time replication for critical databases
Daily incremental backups for all systems
Weekly full system backups
Monthly archival to offline storage

G.2.2 Recovery Testing: Quarterly disaster recovery drills with performance metrics.

G.2.3 Geographic Distribution: Data replicated across multiple geographic locations.

G.3 Alternative Service Delivery

G.3.1 Redundant Infrastructure: Multiple data centers with automatic failover capabilities.

G.3.2 Remote Work Capabilities: Full remote service delivery capabilities for Laraware team.

G.3.3 Vendor Relationships: Established relationships with backup vendors for critical services.

FINAL PROVISIONS

This comprehensive Terms and Conditions document represents the complete legal framework governing the relationship between Laraware and its Clients. The document has been structured to provide maximum protection for Laraware while ensuring compliance with Indian laws and international best practices.

Key Protective Elements:

Comprehensive limitation of liability clauses
Strong intellectual property protection
Favorable payment terms with penalty provisions
Broad indemnification from Clients
Flexible termination and modification rights
Exclusive jurisdiction and governing law provisions

Compliance Features:

Full compliance with Indian IT laws and regulations
Alignment with RBI and financial sector requirements
Data protection and privacy compliance
Industry-standard security and operational procedures

This document should be reviewed by legal counsel and customized based on specific business requirements and regulatory changes.

Document Control:

Version: 1.1
Total Pages: 20+
Effective Date: 01/05/2024
Review Date: Annual
Approved By: Legal Department