HomeLegalTerms of Service
Master Services Agreement & Client Terms

Terms of Service & Engagement

Clear, transparent commercial and technical terms governing custom software development, digital product engineering, intellectual property ownership, and SaaS subscriptions.

Effective Date: October 2026Version: 3.0 (Commercial Standard)100% Client Code Ownership
Commercial Core Guarantees
  • 100% Client Code Ownership: Upon final milestone settlement, all custom source code, wireframes, repositories, and technical assets belong exclusively to you.
  • Complimentary Bug-Fix Warranty: 30 to 90 days of guaranteed post-deployment warranty support to resolve deviations from agreed specifications.
  • Mutual Non-Disclosure Protection: Your trade secrets, business logic, and data are safeguarded by strict non-disclosure covenants.
  • No Vendor Lock-In: Clean, well-documented source code delivered to your GitHub/GitLab with standard Docker, CI/CD, and cloud infrastructure scripts.

1. Agreement to Terms & Corporate Identity

These Terms of Service (“Terms”, “Agreement”) constitute a legally binding contract between Our City Nirman Private Limited (“Our City Nirman”, “OCN”, “Company”, “we”, “us”) and the person, company, or legal entity accessing our website or contracting our software engineering services (“Client”, “Customer”, “you”).

Our corporate identity and registered center:
Our City Nirman Private Limited
At - Simanpur, Post - Sadipur, Ps - Pirpainti, Dist - Bhagalpur, Bihar - 813209, India.
Corporate Email: ourcitynirman@gmail.com

By browsing our platform, submitting an inquiry, approving a technical proposal, or signing a Statement of Work (SOW), you confirm that you have read, understood, and agreed to be bound by these Terms in full.

2. Services Scope & Engagement Framework

Our City Nirman provides professional engineering, architecture, design, and cloud delivery across several commercial engagement models:

Fixed-Scope Milestone Projects

Definite deliverables, fixed cost, and defined milestones with structured acceptance criteria.

Dedicated Engineering Teams

Full-time dedicated developers, architects, and designers working in agile two-week sprint cycles.

Time & Materials (T&M)

Flexible engineering resources billed on verified hourly or weekly timesheets for evolving scopes.

Digital Products & SaaS Subscriptions

Licensed web and cloud software products hosted and supported on recurring subscription tiers.

3. Statements of Work & Change Order Process

Every specific engineering assignment is formalized through an executed Statement of Work (SOW), Proposal, or Work Order specifying:

  • Functional specifications, user stories, and architectural stack.
  • Milestone breakdown, estimated completion dates, and acceptance criteria.
  • Commercial fees, payment schedule, and third-party infrastructure requirements.
Formal Change Request (CR) Governance:

If the Client desires modifications or additions to the functional specifications established in an active SOW, OCN will draft a written Change Order specifying additional costs and revised milestone deadlines. Development on modified features commences upon mutual written approval of the Change Order.

Zero Vendor Lock-In Guarantee

4. 100% Intellectual Property & Code Ownership

Custom Deliverables Ownership: Upon receipt of full and final payment for the applicable milestone or project invoice, Our City Nirman unconditionally assigns, conveys, and transfers to the Client all right, title, and interest—including all copyright and intellectual property rights—in the custom software source code, database architectures, user interface designs, and documentation developed specifically for the Client.

Background Technology & Open Source: OCN retains ownership of its pre-existing tools, foundational software boilerplates, and generic utility libraries (“Background Technology”). To the extent Background Technology is incorporated into client deliverables, OCN grants the Client an irrevocable, perpetual, worldwide, non-exclusive, royalty-free license to use, modify, and distribute such technology as part of the software.

Client Materials: The Client retains sole and exclusive ownership of all materials, trademarks, business logic, proprietary algorithms, and customer data provided to OCN for the execution of the project.

5. Mutual Confidentiality & Trade Secrets

Both parties acknowledge that in the course of engagement, confidential information regarding business operations, client data, technical architecture, and commercial pricing will be disclosed.

Each party agrees to safeguard the disclosing party's confidential data using the same degree of care it uses for its own confidential assets (not less than a reasonable degree of care).
Confidential information shall only be disclosed to personnel and contractors with a strict need to know and bound by written non-disclosure covenants.
Confidentiality obligations survive the termination or expiration of this Agreement for five (5) years, while trade secrets survive indefinitely.

6. Payment Milestones, Taxes & Retainers

Commercial settlements are executed in accordance with the signed SOW:

  • Invoicing Schedule: Invoices are raised upon milestone completion or on a bi-weekly / monthly cadence for dedicated engineering sprints.
  • Payment Terms: Unless explicitly agreed otherwise in writing, payments are due within fifteen (15) calendar days from invoice issuance (Net-15).
  • Currencies & Settlement: Invoices for Indian domestic clients are in INR (₹) plus applicable Goods & Services Tax (GST). International clients are invoiced in USD ($), GBP (£), or EUR (€) via compliant international wire remittances.
  • Late Payments & Suspension: Undisputed payments overdue by more than thirty (30) days may result in temporary suspension of active engineering work, with written notice given to the Client.

7. Client Responsibilities & Approvals

The success of custom software depends on timely collaboration. The Client agrees to:

  • Designate an authorized project sponsor or Product Owner with decision-making authority.
  • Provide timely review, feedback, and testing approvals within agreed sprint windows.
  • Supply necessary third-party API credentials, domain names, and third-party subscriptions required to implement features.
  • Ensure that all materials, assets, and data supplied to OCN do not infringe third-party IP rights.

8. User Acceptance (UAT) & Bug-Fix Warranty

Acceptance Window: Upon delivery of each milestone or release candidate, the Client has a standard testing window of fourteen (14) business days to perform User Acceptance Testing (UAT) and report reproducible bugs or non-conformities against the agreed SOW.

Complimentary 30 to 90 Days Bug-Fix Warranty:

Following final production launch and sign-off, OCN provides a guaranteed complimentary bug-fixing warranty period (minimum 30 days, up to 90 days as defined in the SOW). During this warranty window, OCN will patch, at zero additional charge, any verified bugs or regressions that deviate from the approved functional specifications.

*Warranty exclusions include: modifications made by the Client or external third parties, third-party API breaking deprecations, and infrastructure failure outside OCN's provisioned architecture.

9. SaaS Platform Licenses & Acceptable Use

Where the Client licenses pre-built digital products or SaaS platforms (such as BuildFlow ERP or OCN Marketplace) engineered by Our City Nirman:

  • Subscription License: Granted a non-exclusive, non-transferable right to access and utilize the platform during the active subscription period.
  • Acceptable Use Policy: Customers agree not to reverse engineer, decompile, launch denial-of-service attacks, scrape content using automated bots, or transmit unlawful materials.
  • SLA Availability: OCN targets 99.9% uptime for cloud-hosted SaaS platforms, excluding pre-notified scheduled maintenance windows.

10. Professional Warranties & Disclaimers

Professional Standard: OCN warrants that services will be performed in a timely, workmanlike manner by skilled engineering personnel adhering to current web standards and OWASP security principles.

Disclaimer: Except as expressly provided herein, all services and deliverables are provided on an “as is” and “as available” basis. OCN disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, or uninterrupted error-free operation of external third-party dependencies.

11. Limitation of Liability & Indemnity

Liability Cap: To the maximum extent permitted by applicable Indian law, the total aggregate liability of either party arising out of or related to this Agreement (whether in contract, tort, or otherwise) shall not exceed the total fees actually paid by the Client to OCN under the specific Statement of Work in the six (6) months preceding the incident.

Exclusion of Consequential Damages: Neither party shall be liable for indirect, incidental, special, punitive, or consequential damages, including loss of profits, revenue, or business interruption, even if advised of the possibility of such damages.

12. Term, Termination & Orderly Handover

This Agreement commences upon engagement and continues until all active SOWs are completed or terminated in accordance with these terms:

  • Termination for Cause: Either party may terminate immediately if the other materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice.
  • Termination for Convenience: The Client may terminate an ongoing T&M or dedicated team sprint by providing thirty (30) days written notice.
  • Orderly Offboarding: Upon termination, OCN will provide orderly handover of git repositories, cloud accounts, and database backups developed up to the effective termination date, subject to payment of fees earned for work completed.
Statutory Dispute Resolution

13. Governing Law, Jurisdiction & Arbitration

This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of the Republic of India.

Amicable Negotiation: In the event of any dispute, controversy, or claim, the parties agree to first attempt informal resolution through executive management negotiations for a minimum of thirty (30) calendar days.

Arbitration Clause: If unresolved, disputes shall be finally referred to and resolved by binding arbitration under the Arbitration and Conciliation Act, 1996 (as amended). The tribunal shall consist of a sole arbitrator mutually appointed by the parties. The seat and venue of arbitration shall be Bhagalpur, Bihar, India, and the proceedings shall be conducted in the English language.

Jurisdiction: Subject to arbitration, the courts having jurisdiction in Bhagalpur, Bihar, India shall have exclusive jurisdiction over any legal proceedings.

14. Severability, Legal Notices & Contact

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force. No waiver by OCN of any breach shall constitute a waiver of any subsequent breach.

Official Legal Notices & Communication

Legal notices to Our City Nirman must be delivered via registered mail or tracked electronic dispatch to:

Our City Nirman Private Limited, At - Simanpur, Post - Sadipur, Ps - Pirpainti, Dist - Bhagalpur, Bihar - 813209, India
+91 85538 66059
Document ID: OCN-MSA-TERMS-2026-V3.0 • Certified Commercial PublicationRead Privacy Policy