Terms of Service

By accessing our website at cannytechnology.com, submitting a project enquiry, executing a Statement of Work (SOW), or otherwise using our services, you ("Client", "you", "your") acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.

If you do not agree to these Terms, you must not use our website or services. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms.

Canny Technologies provides professional technology services including, but not limited to:

• Custom software design and development
• AI automation, LLM integration, and machine learning solutions
• SaaS product development and architecture
• Web and mobile application development
• CRM, ERP, and enterprise software development and integration
• WhatsApp automation and chatbot development
• UI/UX design and prototyping
• Software consulting and technical strategy
• Ongoing maintenance, support, and managed services

The specific scope, deliverables, timelines, and fees for each engagement are defined in a separate Statement of Work (SOW) or Service Agreement signed by both parties. In case of conflict, the SOW prevails over these Terms for that engagement.

You must be at least 18 years of age and legally capable of entering into binding contracts to use our services. By using our services, you represent and warrant that you meet these requirements and that all information you provide is accurate, current, and complete.

All project quotations, proposals, or estimates provided by Canny Technologies are valid for 30 days from the date of issue, unless otherwise specified in writing. A proposal does not constitute a binding agreement until formalised in a signed SOW or Service Agreement.

Scope changes requested after the commencement of a project will be assessed and quoted separately via a formal Change Request (CR) process. We are not obligated to accept scope changes without mutual written agreement and may adjust timelines and fees accordingly.

The Client is responsible for providing timely, accurate information, access to required systems, feedback within agreed turnaround windows, and sign-off at defined project milestones. Delays caused by the Client may result in revised timelines and additional charges.

Payment terms are specified in each SOW. Standard terms are:

• Project-based engagements: 50% upfront upon signing the SOW; remaining 50% upon delivery of final deliverables, unless milestone-based payments are agreed.
• Retainer/ongoing engagements: Invoiced monthly in advance, due within 15 days of invoice date.
• Time & materials: Invoiced bi-weekly or monthly in arrears, due within 15 days.

Late payments attract interest at 1.5% per month(or the maximum permitted by applicable law, whichever is lower) from the due date until paid. We reserve the right to suspend work on overdue accounts after providing 7 days' written notice.

All fees are exclusive of applicable taxes (GST, VAT, or equivalent). Clients outside India are responsible for withholding taxes in their jurisdiction; we will provide documentation required for tax credit claims.

Refunds are not available for services already rendered. For unused advance payments where Canny Technologies terminates without cause, a pro-rata refund will be issued.

Upon receipt of full payment for an engagement, Canny Technologies assigns to the Client all intellectual property rights in the custom deliverables created specifically for that Client, as defined in the applicable SOW. This assignment is conditional on full payment.

The following remain the exclusive property of Canny Technologies and are not transferred to the Client:

• Pre-existing intellectual property, tools, libraries, frameworks, and methodologies developed independently of the Client's project
• Internal development tools, templates, and boilerplates
• Open-source components (governed by their respective licences)
• Generic, reusable algorithms and system components not specific to the Client's deliverable

We grant the Client a perpetual, irrevocable, royalty-free licence to use any retained Canny Technologies IP incorporated into their deliverables, solely for their own internal business purposes.

The Client warrants that all materials provided to Canny Technologies (content, branding, data, third-party licences) are legally owned or licensed by the Client and do not infringe any third-party rights.

Both parties agree to keep confidential all non-public information disclosed in connection with the engagement that is designated as confidential or that a reasonable person would understand to be confidential. This obligation survives termination of the engagement for a period of 5 years, unless a separate NDA with different terms has been signed.

Confidentiality obligations do not apply to information that: (a) was publicly known before disclosure; (b) becomes publicly known through no breach of these Terms; (c) was independently developed without reference to confidential information; or (d) must be disclosed by law or court order (with prompt written notice to the other party where legally permitted).

Canny Technologieswill not disclose Client project details, source code, or business information to third parties without written consent. We may reference the Client's name and project type (not specifics) in our portfolio and marketing materials unless the Client requests otherwise in writing.

Canny Technologies warrants that:

• Services will be performed by qualified professionals in a workmanlike manner, consistent with industry standards
• Deliverables will substantially conform to the specifications in the applicable SOW
• We have the right to enter into and perform obligations under these Terms
• Services will not knowingly infringe third-party intellectual property rights

We offer a 30-day warranty period post-delivery, during which we will fix defects in the deliverables at no additional charge, provided the defects existed at the time of delivery and have not been caused by Client modifications or third-party systems.

EXCEPT AS EXPRESSLY STATED, services are provided "AS IS" without warranties of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. We do not warrant that software will be error-free or uninterrupted.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• Canny Technologies'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR ANY ENGAGEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO CANNY TECHNOLOGIES IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
• IN NO EVENT SHALL CANNY TECHNOLOGIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

These limitations apply regardless of the theory of liability (contract, tort, negligence, strict liability, or otherwise) and shall survive and apply even if any limited remedy has failed of its essential purpose. Some jurisdictions do not allow certain exclusions, so the above may not apply to you in full.

The Client agrees to indemnify, defend, and hold harmless Canny Technologies and its officers, employees, and contractors from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from:

• Client's breach of these Terms
• Client's use of deliverables in a manner that violates applicable laws
• Client's materials infringing third-party intellectual property or privacy rights
• Client's unauthorised modifications to deliverables causing harm

Either party may terminate an engagement:

• For cause: Immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within 14 days of written notice.
• For convenience: The Client may terminate with 30 days written notice. The Client will pay for all work completed up to the date of termination plus a cancellation fee equal to 20% of the remaining SOW value.

Upon termination, Canny Technologieswill deliver all completed work product to the Client (subject to outstanding payment), and each party will return or destroy the other's confidential information. Clauses relating to IP, confidentiality, indemnification, and limitation of liability survive termination.

These Terms and any disputes arising hereunder shall be governed by and construed in accordance with the laws of the Republic of India, without regard to its conflict of law provisions.

For clients domiciled in the European Union or United Kingdom, mandatory local consumer protection laws shall apply to the extent they cannot be excluded by contract.

The parties agree to attempt to resolve any dispute informally first. Either party may initiate this process by sending a written notice describing the dispute. The parties shall engage in good-faith negotiations for at least 30 days.

If informal resolution fails, disputes shall be referred to binding arbitration under the rules of the Indian Council of Arbitration (ICA). Arbitration shall take place in Bangalore, Karnataka, India, conducted in the English language. The arbitral award shall be final and binding.

Notwithstanding the above, either party may seek urgent interim relief from a court of competent jurisdiction to prevent irreparable harm, pending the outcome of arbitration.

Entire Agreement: These Terms, together with any applicable SOW and Privacy Policy, constitute the entire agreement between the parties regarding the subject matter herein and supersede all prior discussions, representations, or agreements.

Amendments: We reserve the right to update these Terms. Material changes will be communicated via our website or email. Continued use of our services after changes constitutes acceptance.

Severability: If any provision is found unenforceable, the remaining provisions shall remain in full force and effect.

Waiver: Failure to enforce any right shall not constitute a waiver of future enforcement of that right.

Force Majeure: Neither party shall be liable for delays caused by circumstances beyond their reasonable control, including natural disasters, pandemics, war, cyber-attacks on third-party infrastructure, or government actions.

Assignment: The Client may not assign their rights or obligations without our prior written consent. Canny Technologies may assign obligations to affiliates or in connection with a merger, acquisition, or sale of assets.

Notices: Legal notices must be in writing, delivered by email with read-receipt confirmation to the address specified in the SOW, or by registered mail to Bangalore, Karnataka, India.

For legal enquiries regarding these Terms, please contact: