Terms & Conditions

1. Acceptance of Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between Syltor Solutions Private Limited ("Syltor," "we," "our," or "us"), a company incorporated under the Companies Act, 2013, having its registered office at 122, 1st Floor, Shree Ram Square, Near Virar (West) Flyover, Virar (West), Maharashtra — 401303, India (GST: 37AVSCS7955E1ZM), and you ("Client," "you," or "your") — the enterprise, company, or individual entering into a commercial engagement with Syltor.

By signing a Service Agreement, Statement of Work (SoW), Purchase Order, or by accessing any platform, product, or service delivered by Syltor Solutions, you confirm that you have read, understood, and agree to be bound by these Terms and any applicable service-specific agreements.

If you are entering into these Terms on behalf of an organisation, you represent that you have the authority to bind such organisation to these Terms.

2. Description of Services

Syltor Solutions Private Limited provides the following categories of services to enterprise clients ("Services"):

• Custom software development, including web applications, mobile applications, and enterprise systems
• SaaS platform development, hosting, and management
• Data dashboards and business intelligence platforms
• System integration, API development, and middleware solutions
• Insurance technology platforms, including policy management and claims systems
• NBFC and FinTech technology solutions, including loan management and KYC systems
• Technical consulting, requirement analysis, and solution architecture
• Ongoing platform maintenance, support, and enhancement

The specific scope, deliverables, timelines, and pricing for each engagement are defined in a mutually agreed Statement of Work (SoW) or Service Agreement. In the event of any conflict between these Terms and the SoW, the SoW shall prevail with respect to that specific engagement.

3. Client Obligations

As a client of Syltor Solutions, you agree to:

• Provide accurate, complete, and timely information necessary for the delivery of Services, including business requirements, access credentials, and any third-party consents required
• Designate a primary point of contact with sufficient authority to approve deliverables and make decisions during the project
• Review and provide feedback on deliverables within the timelines specified in the SoW; failure to do so may result in deemed acceptance
• Ensure that all data, content, and materials provided to Syltor do not infringe upon any third-party rights and that you hold all necessary licences for the same
• Use the delivered software and platforms solely for lawful purposes and in compliance with all applicable laws, regulations, and regulatory guidelines (including RBI, IRDAI, and SEBI directives where applicable)
• Pay all invoices in accordance with the payment terms agreed in the SoW or Service Agreement
• Maintain the confidentiality of any access credentials, API keys, or login details provided to you

4. Payment Terms

4.1 Invoicing and Payment Schedule

Payment terms, milestones, and schedules are defined in the applicable SoW. Unless otherwise agreed in writing, invoices are due and payable within 15 (fifteen) calendar days from the date of invoice.

4.2 Late Payment

Invoices not settled within the due date shall attract a late payment charge of 2% per month (or part thereof) on the outstanding amount, compounded monthly, from the due date until the date of actual payment. Syltor reserves the right to suspend Services for accounts with overdue balances exceeding 30 days.

4.3 Taxes

All fees are exclusive of Goods and Services Tax (GST) and any other applicable statutory levies. GST will be charged at the prevailing rate and reflected separately on invoices. Clients are responsible for any withholding taxes applicable under Indian law and must provide TDS certificates to Syltor within the statutory timelines.

4.4 Price Revisions

Syltor reserves the right to revise pricing for ongoing retainer or subscription-based engagements with a minimum notice of 30 days in writing. Revised rates shall apply from the next billing cycle following the notice period.

5. Intellectual Property Rights

5.1 Work Product Ownership

Unless otherwise specified in the SoW, upon receipt of full and final payment for a project, all intellectual property rights in the custom software, code, and deliverables developed specifically and exclusively for the Client under that engagement shall vest in the Client.

5.2 Syltor's Pre-existing IP and Frameworks

Notwithstanding the above, Syltor retains ownership of all pre-existing intellectual property, including proprietary frameworks, libraries, tools, methodologies, know-how, and development accelerators used in the delivery of Services. The Client is granted a non-exclusive, non-transferable licence to use such components as embedded within the delivered solution, solely for the Client's internal business purposes.

5.3 Client IP

All data, content, trademarks, and intellectual property provided by the Client to Syltor remain the sole property of the Client. Syltor shall use such materials exclusively for the purpose of delivering the agreed Services.

5.4 Open Source

Where open-source components are used in the delivery of Services, such use shall be subject to the respective open-source licences. Syltor will disclose material open-source dependencies upon request.

6. Confidentiality

Both parties acknowledge that in the course of the engagement, each may receive or have access to information that is confidential or proprietary to the other party ("Confidential Information"). Each party agrees to:

• Keep all Confidential Information strictly confidential and not disclose it to any third party without prior written consent of the disclosing party
• Use Confidential Information solely for the purpose of performing obligations under the applicable SoW or these Terms
• Limit disclosure of Confidential Information to employees, contractors, and advisors who have a need to know and are bound by equivalent confidentiality obligations

Confidentiality obligations shall survive the termination or expiry of any engagement by a period of 3 (three) years. Information that is publicly available, independently developed, or lawfully obtained from a third party without restriction is excluded from the definition of Confidential Information.

7. Warranties and Disclaimers

7.1 Syltor's Warranty

Syltor warrants that Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. For software deliverables, Syltor provides a defect warranty period as specified in the applicable SoW (typically 30–90 days post-delivery), during which Syltor will correct material defects at no additional charge.

7.2 Disclaimer

Except as expressly stated above, all Services and deliverables are provided on an "as-is" and "as-available" basis. Syltor makes no representations or warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement, to the maximum extent permitted by applicable law.

8. Limitation of Liability

To the maximum extent permitted by applicable law:

• Syltor's total aggregate liability to the Client for any claim arising out of or related to these Terms or any SoW shall not exceed the total fees paid by the Client to Syltor under the specific SoW that gave rise to the claim during the 12 months preceding the claim
• In no event shall Syltor be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including loss of profits, loss of data, loss of goodwill, business interruption, or cost of substitute services, even if advised of the possibility of such damages
• Syltor shall not be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, government actions, telecommunications failures, power outages, natural disasters, or any other force majeure events

9. Term and Termination

9.1 Term

These Terms remain in effect for the duration of any active engagement between the parties and, where applicable, for any ongoing support or retainer arrangements.

9.2 Termination for Convenience

Either party may terminate a specific engagement upon 30 days' written notice, subject to the terms of the applicable SoW. The Client shall remain liable for all fees for work completed or in-progress up to the effective date of termination.

9.3 Termination for Cause

Either party may terminate immediately upon written notice if the other party commits a material breach of these Terms that remains uncured for 15 days after written notice of such breach, or in the event of insolvency, liquidation, or cessation of business.

9.4 Effect of Termination

Upon termination, each party shall return or destroy the other's Confidential Information (except as required by law), and the Client shall settle all outstanding invoices. Provisions that by their nature should survive (including confidentiality, IP ownership, limitation of liability, and governing law) shall survive termination.

10. Governing Law and Dispute Resolution

These Terms and all disputes arising out of or in connection with them shall be governed by and construed in accordance with the laws of India.

The parties shall first attempt to resolve any dispute through good-faith negotiations. If unresolved within 30 days, disputes shall be referred to arbitration under the Arbitration and Conciliation Act, 1996, with a sole arbitrator mutually appointed. The seat and venue of arbitration shall be Mumbai, Maharashtra, India, and proceedings shall be conducted in English.

Subject to the arbitration clause above, the courts of competent jurisdiction in Maharashtra, India shall have exclusive jurisdiction over any matters not referred to arbitration.

11. General Provisions

11.1 Amendments

Syltor reserves the right to update these Terms from time to time. Material changes will be communicated to active clients with at least 30 days' notice. Continued use of our Services after that period constitutes acceptance of the revised Terms.

11.2 Entire Agreement

These Terms, together with any applicable SoW or Service Agreement, constitute the entire agreement between the parties with respect to the subject matter and supersede all prior negotiations, representations, and understandings.

11.3 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

11.4 Waiver

Failure by either party to enforce any provision of these Terms shall not constitute a waiver of that party's right to enforce such provision in the future.