TERMS & CONDITIONS (TERMS OF SERVICE)

TERMS AND CONDITIONS OF SERVICE — Last Updated: May 26, 2026

These Terms and Conditions (“Terms”) govern the contract between Concepts Guru (including its owners, subsidiaries, and assignees, hereinafter referred to as the "Company", "We", "Us", or "Our") operating out of Jalandhar, Punjab, India, and any individual or corporate entity purchasing or utilizing our services (hereinafter referred to as the "Client", "You", or "Your").

By paying any advance deposit, signing a Project Quotation/Invoice, or instructing Us via email/chat to commence work, You unconditionally agree to be bound by these Terms.

1. SCOPE OF SERVICES & COMMENCEMENT

1.1 The Company provides professional information technology services, including Website Design & Development, E-Commerce Solutions, Graphic Design, SEO, Digital Marketing, and Mobile Application Development (collectively, "Services").
1.2 The explicit deliverables, financial milestones, and technical timelines for any project are defined solely by the written Project Proposal, Invoice, or official email communication ("Scope of Work"). Any changes, feature requests, or revisions outside this specific Scope of Work will be billed at the Company’s standard hourly rate of [Insert Rate or "as per a new quote"].

2. MANDATORY CLIENT COOPERATION & "STALLING" CONSEQUENCES (THE STALLING CLAUSE)

2.1 Material Dependencies: The completion of Services is entirely contingent upon the Client providing all necessary materials in standard digital formats, including text, high-resolution images, logos, database/hosting credentials, and functional feedback ("Client Materials").
2.2 Client-Side Delays: The Company shall not be held liable for any missed deadlines, delivery failures, project delays, or systemic issues resulting from the Client’s delay or failure to provide Client Materials.
2.3 Project Abandonment Policy: If a project remains stalled, paused, or inactive for a continuous period exceeding fourteen (14) calendar days due to the Client’s failure to provide materials, feedback, or approvals, the Company reserves the absolute legal right to:
- (a) Unilaterally terminate or freeze the project;
- (b) Retain 100% of all advance deposits and milestone payments paid to date as administrative liquidated damages for resource scheduling;
- (c) Issue a final invoice for the exact percentage of work performed up to that date under the principle of Quantum Meruit.

3. PAYMENT TERMS, CHARGEBACKS, AND NON-REFUNDABILITY

3.1 Strict Non-Refundability: All booking fees, advance deposits, and milestone payments are strictly non-refundable once work, server configuration, or research has commenced.
3.2 Chargeback Prevention & Waiver: By entering into this agreement, the Client explicitly acknowledges that they are purchasing customized digital services. You waive your right to initiate a credit card chargeback, PayPal dispute, or banking reversal on the grounds of "services not received" or "non-delivery" if the underlying delay is caused by your failure to supply Client Materials under Section 2.
3.3 The Company reserves the right to suspend all live websites, hosting servers, staging portals, and active marketing services immediately if any invoice remains unpaid past its due date.

4. INTELLECTUAL PROPERTY & DOMAIN NAME RESTRAINTS

4.1 Reservation of Title: All raw source code, custom graphics, UI/UX wireframes, staging environments, and database architectures developed by the Company remain the sole and exclusive intellectual property of the Company until 100% of the agreed project total payment has cleared into our bank account.
4.2 IP Vesting: The legal title and ownership of the customized front-end design will transfer to the Client only upon written confirmation of a zero-balance account. Background frameworks, generic libraries, and proprietary software engines used in development always remain the property of the Company.
4.3 Domain Registration as a Convenience: If the Company registers a Top-Level Domain (e.g., .com, .net, .org) on behalf of the Client:
- (a) The Company acts strictly as a purchasing agent for your convenience.
- (b) The Company retains full administrative lock and possession of the domain registry, including the EPP/Transfer Code, as a lien against any unpaid invoices, unfulfilled obligations, or breach of contract.
- (c) The Company will only release the transfer codes upon complete financial settlement.

5. INDEMNITY & ABSOLUTE LIMITATION OF LIABILITY

5.1 As-Is Provision: All services, software, and integrations are delivered on an "As-Is" basis without any express or implied warranties of commercial fitness or uptime security.
5.2 Financial Cap on Damages: Under no circumstances shall the Company, its team, or its freelancers be liable for any indirect, punitive, special, or consequential damages (including loss of business revenue, profit, data, or reputation). The maximum aggregate financial liability of the Company to the Client for any civil claim, tort, or breach of statutory duty shall be strictly limited to the exact cumulative amount paid by the Client to the Company for that specific invoice.

6. GOVERNING LAW, EXPEDITED ARBITRATION & EXCLUSIVE JURISDICTION

6.1 Choice of Law: This contract, its validity, performance, and interpretation shall be governed exclusively by the Substantive Laws of the Republic of India, without regard to conflict of law principles.
6.2 Exclusive Jalandhar Jurisdiction: The Client unconditionally agrees that the courts and tribunals located in Jalandhar, Punjab, India shall have exclusive territorial and subject-matter jurisdiction over any dispute, suit, or legal proceeding arising under this agreement. The Client explicitly waives any right to bring a claim in their domestic courts (including the US, Canada, Australia or elsewhere) or to claim that Jalandhar is an inconvenient forum (forum non conveniens).
6.3 Mandatory Arbitration: Before initiating any court action, both parties agree to submit their dispute to binding, individual arbitration in Jalandhar, Punjab, under the provisions of the Indian Arbitration and Conciliation Act, 1996. The language of arbitration shall be English.
6.4 Class Action Waiver: You agree that any legal resolution will be handled on an individual basis. You explicitly waive any right to participate as a plaintiff or class member in any class, collective, or representative action against Us globally.

7. AMENDMENTS AND RIGHT TO MODIFY

7.1 The Company reserves the absolute right to modify, amend, update, or replace any part of these Terms and Conditions at any time without prior individual notice to the Client.
7.2 Any modifications will become effective immediately upon being posted on our official website.
7.3 Your continued engagement, communication, or maintenance payment following the posting of any changes constitutes binding acceptance of those modifications. It is your sole responsibility to check our website periodically for updates.

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