Terms of Service
The standing contract terms for engaging Canopus IT Solutions Private Limited — scope, change control, acceptance, IP, liability and how either side ends the work.
These terms govern every engagement between Canopus IT Solutions Private Limited and its clients — how work is scoped, priced, changed, accepted and ended, who owns the code that results, and what we do and do not warrant. Where a signed statement of work or your own master services agreement says otherwise, that document wins.
1. Who these terms bind, and which document wins
These terms apply between Canopus IT Solutions Private Limited ("Canopus", "we", "us") — a software engineering company registered in India, operating canopussoft.com — and the organisation engaging us ("you"). They cover any quote, discovery phase or signed statement of work.
When documents disagree, they are read in this order: your signed master services agreement, then the statement of work, then these terms, which fill what the other two leave open.
2. How an engagement starts
You send an enquiry and an engineer replies within one business day. Anything sensitive goes under a mutual NDA signed before you send it.
Build work then runs through a paid discovery phase, invoiced separately at the start. You leave it with a fixed written estimate and a specification you own outright — yours to take elsewhere. We do not quote a fixed price from a conversation: a number without a specification is either padded or about to be renegotiated.
Work begins when a statement of work is signed; nothing said in a call or a deck binds either side before that. We decline website projects under $3,000 and marketing retainers under roughly $2,000 a month — at enquiry stage, not after the money arrives.
3. Quotes, estimates and validity
A written quote is valid for 30 days; after that we may re-price if rates or third-party costs have moved. A range is an estimate, not a quote: pre-discovery timelines stay indicative, and only a figure inside a statement of work is fixed.
We invoice in USD, GBP, EUR, AED or INR. Prices exclude taxes and third-party costs such as hosting, licences and paid APIs. Invoicing and late payment are covered on our payment terms page.
4. What we need from you
Delivery is a joint activity. You provide a named decision-maker who can approve scope, designs and releases; access to systems, repositories, third-party accounts and test data on the dates agreed at kick-off; feedback inside the review windows; and content you own or are licensed to use.
When those do not arrive, we do not absorb the delay quietly and deliver late. The blocker goes into the weekly report the day it starts, and dates move by at least the length of the delay. Time-and-materials and dedicated-team engagements keep billing while the team waits, because those engineers are held for you.
5. Change control
Anything inside the agreed scope is reprioritised at no extra cost — you decide what drops. Anything outside it returns as a written change request stating cost and schedule impact; work starts once you approve it in writing, priced at the rate card in your statement of work. Changes we can absorb in under an hour, we simply do.
6. Acceptance and the review window
Each deliverable goes to staging against the acceptance criteria in the statement of work. You have ten working days to review it, unless that document sets another window; with no written response in the period, it is treated as accepted.
Rejection is measured against those criteria: miss them and we fix and resubmit free; anything they never included is a change request under section 5. After go-live a 30-day defect window applies — bugs traceable to our build are fixed free, and beyond it fixes are chargeable outside a maintenance agreement. Release cadence and handover are covered on our service delivery page.
7. Intellectual property, open source and third-party services
Full IP in the work we build transfers to you on final payment — assignment, not a licence. You get the repository, documentation and credentials, and deployment goes into your own cloud account.
| Transfers to you on payment | Stays with us |
|---|---|
| Source code for your project | Pre-existing internal tools |
| Designs and prototypes | General know-how |
| Schemas, infrastructure-as-code | Work built for other clients |
Where our pre-existing components sit inside your software, you get a perpetual, worldwide, royalty-free, non-exclusive licence to use, modify and distribute them with it. We keep no right to resell your product or reuse your business logic elsewhere, and we publish nothing about your project without written permission. Before final payment, staging use only.
Open-source components are used under permissive licences — MIT, Apache 2.0, BSD, ISC — and GPL or AGPL code does not enter a proprietary codebase without your written approval. A licence inventory ships with the code; those components stay under their own licences. Paid third-party services sit in your own accounts; we configure them, not resell them.
8. Confidentiality
Confidentiality runs both ways under a mutual NDA signed before discovery. Each side protects the other's non-public information — code, data, pricing, security detail — and uses it only for the engagement. The duty lasts three years after the engagement ends, and indefinitely for trade secrets.
It does not cover information already public, independently developed, or required by law, in which case we tell you first where permitted. Access to your systems is named, role-scoped and time-limited, revoked at the end with written confirmation. Personal data is handled under our privacy policy and the data processing agreement signed at kick-off.
9. Warranties — and what we do not warrant
We warrant that work is done by qualified engineers with reasonable skill and care, that deliverables meet the acceptance criteria, that defects inside the 30-day window are fixed free, and that we hold the rights we assign. We do not warrant:
- Uninterrupted or error-free operation. No non-trivial software is defect-free; we commit to a defined response when it breaks
- Third-party services — availability, performance or pricing. We design for cloud, payment and API outages; we cannot prevent them
- Rankings, traffic, leads or revenue. Nobody controls a ranking algorithm, and a supplier guaranteeing a position is guessing with your money
- Behaviour after handover where you or another supplier changed the code or infrastructure
- Fitness for a purpose never stated — we warrant against the specification given
Otherwise, implied warranties are excluded so far as the law allows.
10. Limitation of liability
Our total aggregate liability for an engagement is capped at the fees you have paid us for it. Neither party is liable for indirect or consequential loss, lost profit, lost goodwill or business interruption. Unless a support agreement says otherwise, backups and disaster recovery of your production systems stay with you.
The cap does not apply — and cannot — to fraud, wilful misconduct, death or personal injury caused by negligence, breach of section 8, IP infringement by us, or any liability the law forbids us to limit.
11. Term and termination
An engagement runs from signature until delivery and acceptance, or until either side ends it. Either party may terminate on 30 days' written notice, with no penalty — no exit fee, no minimum term. Fixed-price work runs to the end of the current milestone. Either side may terminate immediately for a material breach uncured 15 days after written notice, or on insolvency.
On termination:
- You pay for work performed, plus third-party costs already committed
- IP in everything paid for assigns to you, whatever the reason for the exit
- You receive the repository, infrastructure access, credentials and documentation
- The notice period is handover time, not idle time, at no extra charge
- Sections 7, 8, 9 and 10 survive
Money paid for work not yet performed is covered by our refund policy; billing per model is compared on engagement models.
12. Force majeure
Neither party is liable for delay caused by events outside its reasonable control: natural disaster, war, government action, epidemic, or national-scale power or network failure. The affected party gives written notice within five business days with a revised plan; past 30 consecutive days either side may terminate, with payment due only for work delivered. One cloud region failing is not force majeure for us where we chose the architecture.
13. Governing law, disputes, and when your own MSA wins
These terms are governed by the laws of India, and the competent courts in India have exclusive jurisdiction, unless a signed agreement between us says otherwise. That matters to enterprise buyers, so plainly: where your organisation has its own master services agreement and both parties have signed it, it supersedes these terms wherever the two conflict, governing law and jurisdiction included. Redlines from your legal team are normal here.
Before anyone reaches for a court, raise the issue in writing with [email protected]. We acknowledge within one business day and send a written finding within 15 days; the full escalation ladder is on our grievance redressal page. The version in force when your statement of work is signed governs that engagement. Questions: +91 817 979 7732 or our contact page.