MASTER SERVICES AGREEMENT TERMS

Terms & Conditions of Engineering Services

These Terms and Conditions set forth the contractual framework governing custom software engineering, mobile development, AI solutions, cloud DevOps, and digital technology services provided by Bugbattlers Technologies Pvt. Ltd.

Effective Date: August 1, 2026
Jurisdiction: Pune, MH, India
Section 01

MSA Framework & Acceptance

These Terms and Conditions constitute a legally binding agreement between Bugbattlers Technologies Pvt. Ltd. (“Company”, “Bugbattlers”, “we”, or “us”) and the entity or individual (“Client”, “you”) subscribing to or commissioning our technology services.

By executing a Statement of Work (SOW), proposal, or contract agreement referencing these terms, or by issuing a Purchase Order (PO) to Bugbattlers, you unconditionally accept and agree to be bound by this Master Services Agreement (MSA) framework.

Section 02

Statements of Work & Scope Management

All technical engagements are executed via formal Statements of Work (SOW) detailing project deliverables, technology stack specifications, target milestones, and fee schedules.

Formal Change Request Protocol (CR)

Any request by the Client for scope modifications, additional features, or architectural alterations outside the agreed SOW must be submitted in writing. Bugbattlers will provide a Change Request estimate detailing impact on cost, technical dependencies, and completion timelines. Development on changes begins only upon mutual written sign-off.

Section 03

IP & Source Code Ownership Transfer

100% Intellectual Property Assignment

Upon receipt of full and final payment for the milestone or SOW, Bugbattlers assigns and transfers to the Client all right, title, and interest in and to custom source code, user interfaces, documentation, databases, and digital artifacts created exclusively for the Client under that SOW.

Background IP & Utilities

Bugbattlers retains ownership of pre-existing internal developer tools, open-source libraries, and reusable utility scripts, granting the Client a perpetual, royalty-free, worldwide license to use them within the project.

Repository Handoff

Git repository admin rights (GitHub/GitLab/Bitbucket) are transferred completely to the Client upon project completion and final sign-off.

Section 04

AI Models & Custom Fine-Tuning Rights

For AI & Machine Learning engagements (LLMs, Autonomous Agents, Computer Vision models):

  • Custom Model Weights: Fine-tuned model weights, domain vector embeddings, and RAG pipelines built on Client data belong 100% to the Client.
  • Zero Data Leakage: Client datasets supplied for model evaluation or RAG indexing remain strict Client confidential property.
  • Third-Party Foundation Models: Base foundation models (e.g. Meta LLaMA, DeepSeek, OpenAI APIs) remain subject to their respective open-source or commercial provider licenses.
Section 05

Cloud Infrastructure & Account Ownership

Cloud resources (AWS, Azure, GCP, Vercel, Cloudflare, App Store Connect, Google Play Console) are deployed directly inside accounts registered under the Client's corporate identity.

The Client retains primary billing and root administrative control over all cloud accounts. Third-party cloud hosting fees, domain renewals, and API subscription costs are the direct financial responsibility of the Client.

Section 06

Billing & Payment Milestones

Services are billed on a fixed-fee milestone basis or dedicated monthly time-and-materials (T&M) model as specified in the SOW:

  • Invoicing Terms: Invoices are payable within 7 to 15 business days of issue date depending on agreed credit terms.
  • Milestone Sign-Off: Deliverable acceptance occurs when the Client confirms milestone completion or provides written testing feedback within 5 business days of delivery.
  • Late Payments: Overdue invoices accrue interest at 1.5% per month or the maximum rate permissible by law. Bugbattlers reserves the right to suspend development or staging server access if invoices remain overdue beyond 30 days.
Section 07

Client Responsibilities & Feedback Timelines

Timely project completion relies on active Client collaboration. The Client agrees to:

  • Designate a single Product Owner or Technical Lead for authoritative sprint feedback.
  • Provide necessary third-party API credentials, brand assets, and environment access within agreed timelines.
  • Review sprint deliverables and provide consolidated User Acceptance Testing (UAT) feedback within 5 business days of build release.
Section 08

Warranties & 60-Day Post-Launch SLA Guarantee

60-Day Post-Launch Bug-Fix Warranty

Bugbattlers warrants that for sixty (60) calendar days following final production release, custom software delivered under the SOW will operate substantially in accordance with agreed technical specifications. Any reproducible software bugs or defects reported during this warranty period will be remediated at zero additional cost.

The warranty excludes issues arising from unauthorized third-party modifications, unannounced external API breaking changes, or hardware server failures managed independently by the Client.

Section 09

Confidentiality, NDA & Non-Solicitation

Both parties agree to hold in strict confidence all technical, financial, and business information disclosed during the engagement. Confidential obligations survive contract termination for a period of three (3) years.

Non-Solicitation: During the engagement term and for twelve (12) months thereafter, neither party shall directly solicit or hire the employees or senior software engineers of the other party without prior written consent.

Section 10

Limitation of Liability & Indemnification

To the maximum extent permitted by applicable law, neither party shall be liable for indirect, incidental, consequential, special, or punitive damages (including lost profits or business interruption).

The total cumulative aggregate liability of Bugbattlers Technologies Pvt. Ltd. under any SOW shall not exceed the total fees paid by the Client to Bugbattlers under that specific SOW during the preceding six (6) month period.

Section 11

Project Offboarding & Contract Termination

Either party may terminate an active SOW for convenience by providing thirty (30) days written notice. Either party may terminate immediately for material breach if such breach remains uncured for fourteen (14) days following written notice.

Upon termination, the Client shall pay for all work completed and expenses incurred up to the effective termination date. Bugbattlers will promptly hand off all code created up to that point.

Section 12

Governing Law, Arbitration & Jurisdiction

These Terms and Conditions shall be governed by, construed, and enforced in accordance with the laws of the Republic of India, without regard to conflict of law principles.

Arbitration & Dispute Resolution: Any dispute, controversy, or claim arising out of or relating to this agreement shall be settled through binding arbitration under the Arbitration and Conciliation Act, 1996 (India). The seat of arbitration shall be Pune, Maharashtra, India. The District Courts of Pune shall have exclusive jurisdiction over legal proceedings.

Commercial Contracts & Legal Department

Bugbattlers Technologies Pvt. Ltd., Kothrud, Pune - 411038, MH, India.

Have Questions About Contracting With Us?

We routinely work with enterprise procurement and legal teams to establish custom SOWs and MSAs.