Terms of Engagement

These Terms of Engagement ("Terms") govern all software engineering, system architecture, autonomous AI integration, and consulting services executed by Operance Labs ("Operance," "we," or "us") for our clients ("Client" or "you").

Each technical project is executed under a detailed Statement of Work (SOW) specifying milestone objectives, technical deliverables, architectural acceptance criteria, and timeline commitments. In the event of a conflict between an SOW and these Terms, the specific SOW shall govern.

We operate on a transparent, client-first intellectual property model:

• Custom Deliverables: Upon receipt of full payment for the applicable milestone, all rights, titles, and interests in the custom code, schemas, application assets, and documentation engineered specifically for the Client are assigned 100% exclusively to the Client.
• Pre-existing Frameworks: Operance retains ownership of internal toolkits, reusable utility functions, and foundational scaffolding developed prior to or independently of the engagement. Operance grants the Client a perpetual, irrevocable, worldwide, royalty-free license to utilize such components embedded within deliverables.
• Third-Party & Open Source: Any third-party libraries or open-source modules integrated are subject to their respective open-source licenses (MIT, Apache 2.0, BSD). We never incorporate copyleft licenses (such as GPL) into commercial client repositories without explicit prior consent.

Engagements are structured either on a milestone-based fixed scope or a dedicated engineering sprint retainer:

• Invoices are denominated in USD or INR as agreed upon in the SOW and are due within 14 calendar days of issuance.
• Work commences upon clearance of the initial commitment deposit specified in the agreement.
• Deliverables undergo a formal 7-day review period following deployment to the staging environment. Written sign-off or deployment to production constitutes final acceptance of that milestone.

Both parties agree to treat all technical specifications, codebases, business roadmaps, customer lists, and credentials as strictly proprietary confidential information.

Neither party shall disclose confidential materials to third parties without prior written consent, except to employees, vetted subcontractors, and legal counsel bound by confidentiality obligations no less restrictive than those herein. Confidentiality covenants survive termination for a period of five (5) years.

Operance warrants that custom deliverables will materially conform to the technical specifications defined in the SOW. We provide a 30-day Post-Delivery Warranty Window immediately following final deployment:

During this window, Operance will diagnose and correct any reproducible functional bugs or divergence from specifications at zero additional cost, provided the codebase has not been modified by third parties.

To the maximum extent permitted by applicable law, neither party shall be liable for indirect, incidental, consequential, punitive, or special damages, including lost revenue or data corruption.

Operance's aggregate liability arising under any SOW or engagement shall not exceed the total fees paid by the Client to Operance under the specific SOW during the three (3) months preceding the claim.

These Terms and any related agreements are governed by and construed in accordance with the laws of the Republic of India.

Any disputes arising out of or in connection with these Terms shall first be submitted to good-faith mediation between founders/principals. If unresolved within 30 days, disputes shall be subject to the exclusive jurisdiction of the competent courts in Surat, Gujarat, India.