Terms of Services
These Terms of Services (“Terms”) govern your access to and use of coretus.com and its subdomains (the “Site”). In these Terms, “Coretus,” “we,” “us,” and “our” refer to Coretus Technologies Private Limited. “You” refers to the person or entity using the Site. If you use the Site on behalf of an organization, you represent you have authority to bind that organization.
01Agreement to Terms
By accessing or using the Site, you agree to these Terms. If you do not agree, do not use the Site.
02Changes to Terms
We may update these Terms from time to time. Updates become effective when posted on the Site. Your continued use of the Site after updates constitutes acceptance.
03Order of Precedence for Professional Services
Coretus may provide custom software development, consulting, staff augmentation, support/maintenance, and related services (“Professional Services”).
- If you and Coretus execute a Master Services Agreement (“MSA”) and/or Statement of Work (“SOW”), those documents govern the Professional Services.
- If you engage Coretus for Professional Services without a signed MSA/SOW, Section 10 (Default Professional Services Terms) applies.
Conflict/Precedence (highest to lowest): Executed MSA → Signed SOW → Section 10 (Default Professional Services Terms) → These Terms (Site Terms).
04Eligibility and Accounts
You must be capable of forming a binding contract under applicable law. If the Site provides account access: you are responsible for safeguarding login credentials and all activity under your account, and you must provide accurate information and promptly update it if it changes.
05Acceptable Use
- You agree not to use the Site unlawfully or in violation of applicable regulations.
- You agree not to attempt unauthorized access or bypass security measures.
- You agree not to introduce malware or interfere with Site functionality or networks.
- You agree not to scrape, crawl, harvest, or copy Site content/data without written permission.
- You agree not to infringe intellectual property, privacy, or other rights.
- You agree not to misrepresent your identity or affiliation.
We may suspend or restrict access to protect the Site, users, or our rights.
06Intellectual Property (Site)
The Site and its content (including text, graphics, layout, branding, logos, and design elements) are owned by Coretus or its licensors and protected by applicable laws. No rights are granted except the limited right to access and use the Site as intended.
07Privacy and Cookies
Your use of the Site is also governed by our Privacy Policy and Cookies Policy, which are incorporated by reference. If there is any conflict between these Terms and the Privacy Policy/Cookies Policy regarding personal data or cookies, the relevant policy controls for that subject.
08Third-Party Links and Services
The Site may include links or references to third-party websites or services. We do not control third parties and are not responsible for their terms, content, security, or practices.
09Disclaimers and Limitation of Liability (Site Use)
Disclaimer: The Site is provided “AS IS” and “AS AVAILABLE.” To the maximum extent permitted by law, Coretus disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.
Site Liability Cap: To the maximum extent permitted by law, Coretus’ total liability arising from Site use is limited to USD 100.
10Default Professional Services Terms (Applies only if no MSA/SOW)
This Section applies only if you engage Coretus for Professional Services without an executed MSA/SOW.
10.1 Scope, Assumptions, and Client Responsibilities
- Scope, deliverables, success criteria, assumptions, and timelines must be confirmed in writing (proposal, project brief, email confirmation, invoice terms, or similar).
- You will provide timely inputs, approvals, access/credentials, content, sample data, test accounts, and decision-makers.
- You are responsible for procuring and paying for third-party services unless Coretus explicitly agrees in writing to procure them for you.
10.2 Engagement Models
Work may be delivered via fixed-price milestones, time-and-materials (T&M), dedicated teams/staff augmentation, or support/maintenance. Rates and commercial terms must be confirmed in writing.
10.3 Change Control
Any changes to scope, requirements, timeline, or effort require a written change request/change order and may result in additional fees and timeline adjustments. Work outside agreed scope is billable.
10.4 Delivery, Testing, and Acceptance
- Delivery: We may deliver via staging URLs, repositories, builds, demos, documentation, or release notes.
- Acceptance Window: You have 5 business days from delivery to (a) accept, or (b) provide a written list of material non-conformities against the agreed spec.
- If you do not provide written non-conformities within the acceptance window, the deliverable is deemed accepted.
- Minor/immaterial issues that do not materially prevent use do not delay acceptance.
- Requests that are new features/enhancements are handled via Change Control.
10.5 Client Delays and Re-mobilization
If work is paused for reasons outside our control for more than 10 business days, we may reassign resources and charge a re-mobilization fee equal to one (1) week of the then-current team cost to restart.
10.6 Fees, Invoicing, Taxes, and Payment
- Taxes: Fees exclude all taxes (including GST/VAT/sales/use), duties, withholding, and bank/processor fees.
- Withholding/TDS: If withholding applies, you must gross-up so Coretus receives the full invoiced net amount and provide statutory certificates.
- Payment Terms: Net 10 days from invoice date unless otherwise agreed in writing.
- Late Fees: Late amounts accrue interest at 1.5% per month or the maximum permitted by law, plus reasonable collection costs.
- Chargebacks: Initiating a chargeback without giving Coretus a reasonable opportunity to resolve is a material breach. You remain liable for principal and chargeback/processor fees.
- Suspension: For non-payment, Coretus may suspend work, restrict access, and/or withhold deliverables until amounts are paid.
10.7 No-Refund Policy
To the maximum extent permitted by law, all fees, deposits, retainers, setup charges, prepaid blocks, and partially completed milestones are non-refundable, except where required by non-waivable law.
10.8 Intellectual Property and Ownership
- Client Materials: You grant Coretus a non-exclusive license to use your content, data, trademarks, and materials (“Client Materials”) solely to perform the services. You represent you have all rights/consents to provide Client Materials (including any personal data).
- Pre-existing IP: Coretus’ pre-existing IP, libraries, templates, accelerators, know-how, and tools remain Coretus’ property.
- Custom Work Product: Subject to full payment, you receive ownership of custom deliverables created specifically for you, excluding pre-existing IP and third-party/OSS components.
- Payment-Triggered Transfer: Ownership transfers only after full payment of all invoices. Until then, deliverables are provided under a limited, revocable license for internal evaluation only.
- Open Source/Third-Party: Third-party/OSS components are licensed to you under their own terms, and you agree to comply with them.
10.9 Confidentiality
Each party must protect the other party’s non-public information using reasonable care and use it only for the engagement. If an NDA exists, it governs confidentiality.
10.10 Limited Warranty and Exclusions
Coretus will perform services in a professional and workmanlike manner. For 30 days after acceptance, Coretus will correct material defects that cause deliverables to deviate from the agreed spec in a supported environment. This does not cover third-party outages/services, client changes, misuse, unsupported environments, or out-of-scope requests. Except as stated, all warranties are disclaimed to the maximum extent permitted by law.
10.11 Indemnities
Client Indemnity
You will defend, indemnify, and hold Coretus harmless from claims arising from your Client Materials, your breach of law/these Terms, your instructions/specifications, or your use/distribution outside agreed scope.
Coretus IP Indemnity (Limited)
Coretus will defend you against third-party claims that unmodified deliverables infringe copyright or trade secret in an authorized country and pay final damages/settlement approved by Coretus. Remedies are limited to modifying/replacing or procuring a license; if neither is commercially reasonable, you must stop using the infringing portion.
10.12 Limitation of Liability (Professional Services)
To the maximum extent permitted by law: Coretus is not liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or loss of profits, revenue, data, or goodwill. Coretus’ aggregate liability for an engagement will not exceed the fees actually paid by you to Coretus during the three (3) months immediately preceding the event giving rise to the claim.
10.13 Non-Solicitation (Anti-Poaching)
During the engagement and for 12 months after, you will not solicit or hire Coretus personnel who worked on your project, except via general non-targeted recruiting. Breach triggers liquidated damages equal to 20% of the person’s annualized compensation (or the maximum permitted by law, if lower).
10.14 Subcontractors
Coretus may use subcontractors and remains responsible for their performance. Subcontractors will be bound by confidentiality obligations.
10.15 Force Majeure
Neither party is liable for delays beyond reasonable control (including outages, third-party platform issues, acts of government, disasters, strikes). Timelines and obligations will be adjusted accordingly.
11Dispute Resolution, Arbitration, Governing Law
- Senior representatives will attempt good-faith resolution within 10 business days after dispute notice.
- If unresolved, either party may request mediation in Rajkot, Gujarat, India.
- If unresolved, disputes will be finally resolved by binding arbitration under the Arbitration and Conciliation Act, 1996, seated in Rajkot, Gujarat, India, in English, by a sole arbitrator.
- Either party may seek injunctive relief to protect IP or confidential information.
- Where permitted, disputes must be brought individually (no class actions).
- These Terms are governed by the laws of India. Subject to arbitration, courts in Rajkot have exclusive jurisdiction.
12Notices and Contact
Legal notices: Email to legal@coretus.com with subject “Legal Notice”.
Postal: 507-South Block, TwinStar, 150 ft Ring Road, Rajkot, Gujarat, 360005, India
13General
Severability, waiver, assignment (client may not assign without consent; Coretus may assign to an affiliate or in M&A), and survival (payment, confidentiality, IP, indemnities, limitations, dispute resolution survive).