Terms of Service

1. Introduction and Acceptance

These Terms of Service ("Terms") govern every engagement in which MOULI Software Solutions ("MOULI," "we," "us," "our") provides web and mobile development, AI integration, AI-driven MVPs, fixing AI-generated code, product design, technical audits, and online stores services (the "Services") directly to a client ("Client," "you"). They apply from the point a Client accepts a proposal, signs a Statement of Work ("SOW"), makes a payment, or otherwise instructs MOULI to begin work.

Scope carve-out: These Terms apply only to engagements contracted directly with MOULI. They do not apply to work sourced, contracted, or paid for through a third-party freelance marketplace (e.g., Upwork) — those engagements are governed by that platform's own terms of service, and MOULI's obligations there are limited accordingly. These Terms also do not apply to PledgeSign, which has its own terms of service published with the product.

Order of precedence: These Terms set the general framework for all direct engagements. Where a signed SOW or proposal specifies terms that conflict with these Terms (e.g., a different payment schedule, IP arrangement, or warranty period), the SOW controls for that engagement only. Everything not addressed in the SOW is governed by these Terms.

2. Definitions

• "Client Content" — any text, images, data, credentials, brand assets, or other material the Client provides to MOULI for use in a project.
• "Deliverables" — the website, software, application, or other work product MOULI builds for the Client under a SOW.
• "Fees" — all amounts payable by the Client for the Services, as set out in the applicable SOW or invoice.
• "Milestone" — a defined stage of a project (e.g., design approval, development complete) tied to a portion of the Fees.
• "SOW" — a Statement of Work, proposal, or written agreement (including via email) setting out the scope, price, and timeline of a specific engagement.
• "Confidential Information" — non-public business, technical, financial, or personal information disclosed by either party in connection with an engagement.

3. About MOULI Software Solutions

4. Engagement Process

• Every project begins with a proposal or SOW describing scope, price, milestones, and estimated timeline. No work begins, and no Fees are due, until the Client accepts a SOW (in writing or by email) or makes the agreed initial payment.
• Any pricing, estimate or timeline we share before a SOW is accepted, whether on mouli.io, in conversation or by email, is indicative only and is not a binding offer. A binding scope and price exist only once a SOW is accepted.
• Estimated timelines depend on project complexity, revision cycles, and how quickly the Client provides feedback, content, and approvals.

5. Fees and Payment Terms

Unless the SOW specifies otherwise, Fees are payable in milestone-based installments tied to project progress rather than a single upfront or single final payment. A typical structure is:

1. Kickoff payment — due before work begins, to confirm the engagement and begin design/development.
2. Mid-project milestone(s) — due on Client approval of agreed stages (e.g., design sign-off, core development complete). Larger or longer projects may have more than one such milestone.
3. Final payment — due before final handover, deployment to production, or transfer of source code/credentials, whichever is applicable.

The exact number, size, and trigger for each milestone is set out in the SOW for that project. Deliverables, source code, and credentials are not handed over, and the project is not considered complete, until all Fees for that engagement are paid in full.

• Invoices are payable within the timeframe stated on the invoice (default: 7 days from issue, unless the SOW states otherwise).
• Work may be paused, and timelines extended accordingly, if a payment is overdue.
• Fees are quoted in USD unless the SOW states otherwise (e.g., INR for domestic clients). Clients are responsible for any bank transfer fees, currency conversion costs, or taxes applicable in their jurisdiction.
• Recurring fees (e.g., Annual Maintenance Contracts) are billed as agreed and may be revised for future terms with prior notice before renewal.

6. Change Requests

Work outside the scope defined in the SOW (new pages, new features, a change in direction after a milestone is approved) is treated as a change request. MOULI will provide a revised price and/or timeline for the change request before proceeding; the Client's written approval (including by email) is required before additional work begins or additional Fees are charged.

7. Client Responsibilities

To keep a project on schedule, the Client agrees to:

• Provide timely feedback, content, and approvals at each milestone
• Provide accurate information necessary to complete the project
• Secure any third-party accounts, licenses, or permissions needed (e.g., domain registrar, payment gateway, app store accounts) unless the SOW states MOULI will do so
• Pay Fees per the agreed schedule

Delays caused by the Client (late feedback, late content, late payment) extend delivery timelines accordingly and do not constitute a breach by MOULI.

8. Intellectual Property

• Deliverables: Ownership of the Deliverables built for a Client transfers to the Client upon full payment of all Fees for that engagement. Until then, all Deliverables remain the property of MOULI.
• Pre-existing components: MOULI retains ownership of any pre-existing tools, frameworks, libraries, or reusable components used to build a Deliverable, and grants the Client a perpetual license to use them as part of the delivered project.
• Portfolio rights: MOULI shows completed work (screenshots, descriptions, links) in its portfolio, marketing materials, and case studies. What is shown, and how, is agreed with the Client before the project starts and recorded in the SOW; where the SOW is silent, MOULI does not show the work until the Client agrees. MOULI does not show the Client's Confidential Information or its end users' personal data.
• Client Content: The Client retains ownership of all Client Content. The Client grants MOULI a license to use Client Content solely to perform the Services.

9. Confidentiality

Each party agrees to keep the other's Confidential Information confidential, to use it only to perform or receive the Services, and to protect it with reasonable care. This obligation does not apply to information that is or becomes public without breach, was already known to the receiving party, or is independently developed. This obligation survives termination of an engagement.

AI tools: MOULI uses AI coding tools, with senior engineers reviewing every change. MOULI does not enter the Client's confidential end-user personal data, passwords or access keys into them, and will tell the Client first if a project requires the Client's code to be processed by an AI service.

10. Warranties and Disclaimers

MOULI will perform the Services with reasonable skill and care, consistent with the scope agreed in the SOW. Except as expressly stated in a SOW, Deliverables and the Site are provided "as is," and MOULI disclaims all other warranties, express or implied, including fitness for a particular purpose and non-infringement of third-party rights arising from Client Content or Client-specified requirements. MOULI does not warrant that any Deliverable will be uninterrupted or error-free, or that it will meet requirements not documented in the SOW.

11. Support, Bug Fixes and Maintenance

• Post-delivery support is provided for the period stated in the SOW and covers bug fixes and minor changes only — not new pages, new features, or scope beyond what was originally delivered.
• Hosting-related issues within MOULI's infrastructure are covered under the same support terms.
• After the support period ends, continued support is available under an Annual Maintenance Contract (AMC), priced and scoped separately.

12. Limitation of Liability

To the maximum extent permitted by law, MOULI's total liability arising out of or relating to an engagement, however caused, shall not exceed the total Fees actually paid by the Client for that specific engagement. MOULI is not liable for indirect, incidental, consequential, or punitive damages, including loss of profits, data, or business opportunity, even if advised of the possibility of such damages. This limitation does not apply to breach of confidentiality, infringement of the other party's intellectual property, or liability that cannot be excluded under applicable law.

13. Indemnification

The Client agrees to indemnify and hold MOULI harmless from claims, damages, or expenses (including reasonable legal fees) arising from: (a) Client Content, including any third-party rights it infringes; (b) the Client's use of a Deliverable in violation of law; or (c) breach of these Terms by the Client. MOULI agrees to indemnify the Client for claims that a Deliverable, as built by MOULI (excluding Client Content and Client-specified third-party components), infringes a third party's intellectual property rights.

14. Term and Termination

• Either party may terminate an engagement on written notice as specified in the SOW, or where the SOW is silent, on 14 days' written notice.
• MOULI may suspend or terminate an engagement immediately for non-payment or material breach by the Client.
• On termination, the Client pays for all work completed up to the termination date (including the current milestone in progress, prorated where reasonable). MOULI will deliver completed work product for which payment has been received.
• Sections that by their nature should survive termination — Fees owed, intellectual property, confidentiality, warranties, limitation of liability, indemnification, and dispute resolution — continue to apply after termination.

15. Refunds and Cancellations

Milestone payments are for work completed or in progress and are non-refundable once the corresponding milestone has started, except where MOULI fails to deliver that milestone's agreed scope. Cancellation before a milestone begins is refundable for that milestone only. Specific refund terms may be varied in a SOW.

16. Non-Solicitation

During an engagement and for 12 months after its completion or termination, the Client agrees not to directly hire, engage, or contract any MOULI team member who worked on the Client's project, without MOULI's prior written consent.

17. Force Majeure

Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, government action, internet or infrastructure outages, or other force majeure events. The affected party will notify the other and resume performance as soon as reasonably possible.

18. Governing Law and Dispute Resolution

These Terms are governed by the laws of India. The parties will first attempt in good faith to resolve any dispute through direct negotiation between senior representatives within 30 days of written notice. If unresolved, disputes are subject to the jurisdiction of the courts of India. For a specific engagement, the parties may instead agree in the SOW to resolve disputes through arbitration under the Arbitration and Conciliation Act, 1996.

19. General

• Assignment: The Client may not assign these Terms or an engagement without MOULI's written consent. MOULI may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Entire agreement: These Terms, together with the applicable SOW, constitute the entire agreement for an engagement and supersede prior discussions on that subject matter.
• Severability: If any provision is held invalid or unenforceable, the remaining provisions continue in effect.
• No waiver: Failure to enforce a provision is not a waiver of the right to enforce it later.
• Electronic communications: The parties agree that email and other electronic communications satisfy any requirement that a communication be in writing.
• Relationship of parties: MOULI and the Client are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
• Notices: Notices must be sent to MOULI at info@mouli.io, or the Client's contact details on file.