Terms & Conditions of Service
The legal framework governing our custom software engineering engagements, proprietary SaaS licenses (SoraAI™ & SoraCommerce™), and enterprise IT infrastructure under the Indian Contract Act, 1872.
Full IP Assignment
100% transfer of custom software source code, assets & databases to client upon milestone sign-off.
99.9% Cloud SLA
Contractually bound uptime and sub-2-hour critical severity response protocols.
Equitable Liability
Capped aggregate liability aligned with standard Indian IT & enterprise SaaS conventions.
Indian Arbitration
Governed under Maharashtra legal jurisdiction with expedited arbitration procedures.
1. Acceptance & Contract Formation
These Terms and Conditions of Service ("Agreement", "Terms") constitute a legally binding commercial contract between you (either an individual business representative, proprietary enterprise, partnership firm, or corporate entity, hereinafter "Client") and EAGLE SORA TRANSCENDENT PRIVATE LIMITED ("Company", "Eagle Sora", "we", "us"), incorporated under the Companies Act, 2013 (Ministry of Corporate Affairs, Government of India).
By signing a Statement of Work (SOW), issuing a Purchase Order, registering for our SaaS platforms (including SoraAI™ and SoraCommerce™), or browsing our digital ecosystem, you acknowledge that you have read, understood, and agreed to be governed by these Terms and our companion Privacy Policy.
2. Scope of Services & SaaS Platforms
Eagle Sora delivers high-performance technology capabilities structured into three primary commercial tiers:
Bespoke web applications, cross-platform mobile systems, microservices architectures, custom databases, and legacy code modernisation tailored to Client's exact functional specifications.
Licensing of our proprietary platforms: SoraAI™ (enterprise AI orchestration, vector retrieval, and autonomous workflow engine) and SoraCommerce™ (headless, high-throughput multi-tenant digital commerce infrastructure).
Cloud deployment (AWS, GCP, Azure, Sovereign Indian VPCs), automated CI/CD pipelines, ISO 27001 data audit readiness, and 24/7 infrastructure monitoring.
3. Intellectual Property Rights & Code Assignment
All custom software, schemas, UI components, and API integrations developed specifically for the Client under a paid Statement of Work are treated as work-for-hire. Full copyright and exclusive intellectual property rights are automatically assigned to the Client upon settlement of corresponding milestone fees.
Pre-existing algorithms, foundational engines, and SDKs powering SoraAI™ and SoraCommerce™ remain the exclusive intellectual property of Eagle Sora. Clients receive a perpetual, non-exclusive, worldwide commercial license to deploy and utilize these engines for their operations with zero recurring royalty claims.
4. Client Data & Mutual Non-Disclosure
Client retains complete, unencumbered ownership of all data, trade secrets, customer records, database contents, and operational files uploaded to or processed through our systems.
- Strict Confidentiality: Both parties agree to protect proprietary information with the same degree of care as their own trade secrets (and in no event less than reasonable technical care).
- No Commercial Data Mining: Eagle Sora shall never monetize, sell, advertise against, or inspect Client data except as strictly necessary to fulfill technical support obligations under an authorized ticket.
- Mutual NDA Incorporation: Where a bilateral Non-Disclosure Agreement (NDA) has been formally executed, its provisions shall supersede any conflicting language herein regarding confidentiality.
5. Service Level Agreement (SLA) & Uptime Commitments
For our cloud-hosted SaaS offerings and managed cloud retainers, we commit to the following performance benchmarks:
| Severity Tier | Definition & Impact | Initial Response SLA | Target Workaround |
|---|---|---|---|
| P1 - Critical | Complete production outage; business operations halted | < 1 Hour | < 4 Hours |
| P2 - Major | Core functional impairment with no direct workaround | < 4 Hours | < 12 Hours |
| P3 - Minor | Non-critical bug or UI discrepancy with workaround | < 8 Hours | Next Sprint Cycle |
Uptime is calculated on a monthly basis, excluding planned maintenance windows announced with at least 48 hours advance electronic notice.
6. Commercial Fees, Invoicing & Indian Taxation
Fees are specified in the applicable Statement of Work or SaaS subscription agreement:
- Milestone Invoicing: Development projects are billed against agreed sprint milestones. Payment terms are Net-15 days from invoice issuance unless agreed otherwise in writing.
- Goods & Services Tax (GST): All quoted rates are exclusive of applicable Indian GST (currently 18%), which will be billed separately in compliance with Indian tax law. For international clients, services qualify as export of services under zero-rated GST rules upon receipt of foreign inward remittance (FIRC).
- Late Payment: Outstanding dues exceeding 30 calendar days past due date may incur interest at 1.5% per month or the maximum rate permissible under Indian law.
7. Acceptable Use & Security Protocols
Client agrees to use Eagle Sora platforms and APIs in strict compliance with all applicable cyber and corporate laws (including the Information Technology Act, 2000). Client shall not:
• Attempt unauthorized penetration testing, vulnerability scanning, or denial-of-service (DDoS) simulations without express prior written consent.
• Decompile, reverse engineer, or extract foundational model weights from SoraAI™ core orchestration libraries.
• Utilize our infrastructure to transmit malware, phishing schemes, illegal content, or activities violating Section 66F of the Information Technology Act (cyber terrorism).
8. Warranties & 30-Day Defect Warranty
We warrant that all custom software delivered under a Statement of Work will perform in material conformity with the written functional specifications for a period of 30 calendar days following User Acceptance Testing (UAT) sign-off. During this warranty window, Eagle Sora will rectify any verifiable reproducible defects at zero additional fee.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, ALL SERVICES AND PLATFORMS ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE INDIAN LAW.
9. Limitation of Liability & Indemnification
A. Liability Cap: To the fullest extent permitted by the Indian Contract Act, 1872, the total aggregate liability of either party arising out of or related to this Agreement (whether in contract, tort, negligence, or otherwise) shall not exceed the total fees actually paid by the Client to Eagle Sora in the twelve (12) months immediately preceding the incident giving rise to liability.
B. Consequential Damages Waiver: In no event shall either party be liable for any indirect, incidental, punitive, or consequential damages, loss of business revenue, loss of anticipated savings, or data corruption.
C. Absolute Carve-Outs: The liability limitations above shall not apply to damages arising from willful misconduct, gross negligence, breach of confidentiality, or indemnification obligations under third-party IP infringement claims.
10. Term, Termination & Cryptographic Offboarding
Either party may terminate a Statement of Work for convenience with thirty (30) days prior written notice, or immediately for material breach if the breaching party fails to cure within fifteen (15) days of receipt of written notice.
11. Governing Law & Arbitration Seat
This Agreement shall be construed, interpreted, and governed in accordance with the substantive laws of the Republic of India without reference to conflict of laws principles.
Any dispute, controversy, or claim arising out of or relating to this Agreement, including its existence, validity, or termination, shall be resolved through binding arbitration in accordance with the Arbitration and Conciliation Act, 1996. The arbitration shall be conducted before a sole arbitrator mutually appointed by the parties. The seat and venue of arbitration shall be Yavatmal / Nagpur, Maharashtra, India, and the proceedings shall be conducted in the English language.
12. Corporate Inquiries & Contract Administration
All legal notices, Statements of Work, and official contractual communications shall be served in writing to our designated corporate officers:
EAGLE SORA TRANSCENDENT PRIVATE LIMITED
Corporate Contracts & Technology Administration