Terms of Service

01

Agreement to Terms

These Terms of Service ("Terms") govern your use of the website smartalgorhythm.com and any services provided by SmartAlgorhythm ("we", "us", "our"), operated by Shashank B R, based in Bangalore, Karnataka, India.

By accessing this website or engaging our services, you agree to be bound by these Terms. If you do not agree, please do not use the website or engage our services.

These Terms apply to all visitors, prospects, and clients of SmartAlgorhythm.

02

Services

SmartAlgorhythm provides the following services to business owners, agencies, and organisations:

• Operations Audit: Reviewing existing processes to identify inefficiencies, bottlenecks, and areas of risk.
• Workflow Automation: Designing and implementing automated systems that reduce manual effort and human error.
• Custom Software Development: Building bespoke tools and applications tailored to a client's specific operational needs.
• AI Implementation: Deploying AI-powered systems for document processing, data extraction, structured output generation, and other domain-specific use cases.
• Training and Handoff: Equipping client teams with the knowledge and documentation to operate and maintain delivered solutions independently.

The specific scope of services for each client engagement is defined in a separate Scope of Work document agreed upon by both parties prior to commencement of work.

03

Engagement and Scope of Work

Each client engagement begins with a discovery conversation. Based on that conversation, SmartAlgorhythm will prepare a Scope of Work document that outlines:

• The specific deliverables to be provided
• The estimated timeline for delivery
• The agreed fee and payment schedule
• Any assumptions or dependencies that affect delivery

Work commences only after the client has reviewed and confirmed the Scope of Work in writing (email confirmation is sufficient).

Any changes to the agreed scope during the engagement must be discussed and confirmed in writing by both parties. Additional work outside the original scope may be subject to additional fees.

04

Payment Terms

Payment terms are agreed upon individually for each engagement and specified in the Scope of Work. General terms are as follows:

• A deposit may be required before work begins, as specified in the Scope of Work.
• Invoices are payable within 7 days of the invoice date unless otherwise agreed.
• Delivery of final work product is conditional on receipt of full payment.
• Late payments may attract interest at 1.5% per month on the outstanding amount after 30 days.

All fees are in Indian Rupees (INR) unless explicitly agreed otherwise. For international clients, the currency and payment method will be specified in the Scope of Work.

05

Intellectual Property

All work delivered by SmartAlgorhythm falls into one of two categories. The distinction is established at the start of each engagement in the Scope of Work.

Base Components are foundational elements built or used by SmartAlgorhythm that are not specific to a single client. These include core architectural patterns, reusable modules, AI pipeline frameworks, integration templates, and general-purpose utilities. Base Components remain the sole property of SmartAlgorhythm regardless of which client's engagement prompted their development. Each client receives a perpetual, non-exclusive, non-transferable licence to use the Base Components incorporated into their delivered solution. This licence continues even if the engagement ends.

Custom Deliverables are everything built specifically for a client: their domain logic, data models, configurations, integrations with their systems, and client-specific interfaces. Upon receipt of full payment, the client owns all rights to their Custom Deliverables, including all code, documentation, and designs produced exclusively for them.

Client content: Clients retain full ownership of all data, documents, and materials they provide to SmartAlgorhythm to enable service delivery. This content is never used for any purpose other than delivering the agreed engagement.

Nothing in these Terms transfers ownership of third-party tools, software, or platforms used in the course of an engagement. Clients are responsible for obtaining and maintaining any licences required for such tools.

06

Ongoing Development

When a client wishes to continue building on a delivered solution after the initial engagement is complete, this is treated as an Ongoing Development relationship. This section governs how that works.

What triggers Ongoing Development: Any request to add new functionality, expand existing features, or modify the codebase of a previously delivered solution constitutes Ongoing Development. It is separate from bug fixes or defects in the original delivered work, which are covered under any warranty terms specified in the original Scope of Work.

How new work is requested and approved: Each new feature or development request must be submitted in writing (email is sufficient) and will be responded to with a brief Change Request document outlining the scope, estimated effort, and fee. Work begins only after the client confirms the Change Request in writing. No verbal approvals are sufficient for Ongoing Development work.

Pricing: Ongoing Development is priced on one of the following bases, as agreed with the client:

• Per Change Request: A fixed fee is agreed for each discrete piece of work before it begins.
• Retainer: A monthly fee covering an agreed number of development hours or a defined scope of ongoing work. Retainer terms are specified in a separate Ongoing Development Agreement.
• Time-based: Work is billed at an agreed hourly or daily rate, with effort tracked and reported to the client.

Prioritisation: Where a client has multiple pending requests, SmartAlgorhythm and the client will agree on the order of work. SmartAlgorhythm reserves the right to manage workload across clients and cannot guarantee simultaneous delivery of multiple requests without prior agreement on timeline and capacity.

Codebase stability: During an Ongoing Development engagement, SmartAlgorhythm will not make changes to Base Components that break existing client functionality without prior notice. If an update to Base Components is required to support new development, this will be flagged in the Change Request and any impact on existing features will be documented.

Partial completion: If an Ongoing Development engagement is terminated midway through a Change Request, the client is liable for the proportion of work completed. Partially completed features will be delivered in their current state. SmartAlgorhythm is not liable for instability or incomplete functionality resulting from mid-development termination.

Handoff on exit: When an Ongoing Development relationship ends, SmartAlgorhythm will provide the client with the current state of the codebase, documentation of any changes made, and a transition summary to enable another developer or the client's team to continue the work independently.

07

Confidentiality

SmartAlgorhythm treats all client information shared during and after an engagement as confidential. This includes business processes, financial data, customer information, and any proprietary materials shared to enable service delivery.

We will not share, sell, or disclose client information to third parties except where:

• Required by applicable law or regulatory authority
• Necessary to deliver the agreed services (e.g. using a third-party tool), with client consent
• The information is already in the public domain through no fault of SmartAlgorhythm

Clients agree to treat any proprietary methodologies, pricing structures, or documentation shared by SmartAlgorhythm as confidential and not to disclose them to third parties without written consent.

08

Limitation of Liability

SmartAlgorhythm will deliver services with reasonable care and skill. However, to the fullest extent permitted by applicable law:

• Our total liability for any claim arising from or related to an engagement shall not exceed the total fees paid by the client for that engagement.
• We are not liable for indirect, consequential, or incidental losses, including loss of revenue, loss of data, or business interruption.
• We are not liable for the failure of third-party tools, platforms, or services that form part of a delivered solution.

Clients are responsible for maintaining adequate backups of their data before any system changes are implemented.

09

Termination

Either party may terminate an engagement by providing written notice. In the event of termination:

• The client is liable for all work completed up to the date of termination.
• SmartAlgorhythm will deliver all completed work to the client upon receipt of payment for work done.
• Any deposit paid is non-refundable unless SmartAlgorhythm is unable to commence the agreed work.

SmartAlgorhythm reserves the right to terminate an engagement immediately if a client engages in conduct that is abusive, unlawful, or in material breach of these Terms.

10

Governing Law

These Terms are governed by the laws of India. Any disputes arising under these Terms will be subject to the exclusive jurisdiction of the courts of Bangalore, Karnataka, India.

In the event of a dispute, both parties agree to first attempt resolution through good-faith negotiation before pursuing formal legal proceedings.

SmartAlgorhythm reserves the right to update these Terms at any time. Updated Terms will be published on this page with a revised date. Continued use of the website or our services after an update constitutes acceptance of the revised Terms.

11

Contact

For any questions about these Terms, please contact:

Shashank B R
SmartAlgorhythm
Bangalore, Karnataka, India
shashank@smartalgorhythm.com