Terms and Conditions

INTRODUCTION

These Terms and Conditions ("Terms" or "Agreement") govern the provision of services by Esdras Consultants ("Company", "Service Provider", "we", "us", or "our") to its clients ("Client" or "you").

Esdras Consultants has its principal business address at 1-3-183/40/21/49, Kavadiguda, Hyderabad, Telangana 500080, India.

These Terms apply to services provided by the Company, including branding, graphic design, logo design, website development, digital marketing, video animation, video editing, and related creative, technical, and strategic consulting services.

By accepting a proposal, signing a project agreement, making a payment, or instructing the Company to commence work, the Client agrees to these Terms, subject to applicable law.

These Terms shall be read together with the applicable project proposal, quotation, invoice, statement of work, Refund Policy, Privacy Policy, and any other written agreement between the parties.

Where a specific project agreement expressly varies these Terms, the agreed project-specific provision shall prevail to the extent of the inconsistency, provided it is valid under applicable law.

1. COMPANY INFORMATION

Business Name: Esdras Consultants

Business Address: 1-3-183/40/21/49, Kavadiguda, Hyderabad, Telangana 500080, India

GST Number: 36ANKPD2164P1ZO

Business Hours: Monday to Friday, 9:00 AM to 6:00 PM Indian Standard Time (IST), excluding applicable holidays.

Contact Email: ezrakumar@esdras.in

Website: www.esdras.in

Data Protection Contact: Ezra Kumar

The Company may be contacted using the details above for enquiries, project communications, complaints, privacy-related requests, and other matters relating to its services.

2. ACCEPTANCE AND APPLICATION OF TERMS

2.1 Acceptance

The Client's acceptance of a quotation or proposal, execution of a written agreement, payment of an invoice, or instruction to commence work constitutes acceptance of these Terms, subject to applicable law.

2.2 Scope of Application

These Terms apply to all services supplied by the Company unless a written agreement expressly provides otherwise.

2.3 Project Documentation

Each project shall be governed by the approved proposal, quotation, statement of work, or other written confirmation identifying the services to be provided, deliverables, applicable fees, estimated timelines, and any project-specific conditions.

2.4 Client Authority

The person accepting the Terms on behalf of a business or organisation represents that they are authorised to enter into the agreement on that entity's behalf.

2.5 Amendments to Individual Projects

Any agreed variation to the scope, price, deliverables, or other material project terms should be documented in writing and approved by both parties.

3. SERVICES PROVIDED

The Company may provide the following services:

1. a.Logo Design and Branding.
2. b.Graphic Design and Creative Services.
3. c.Website Design and Development.
4. d.Digital Marketing and Social Media Marketing.
5. e.Video Animation and Video Production.
6. f.Video Editing and Related Multimedia Services.
7. g.Strategic, Creative, and Business Consulting.
8. h.Other related services expressly agreed upon in writing.

3.1 Project Scope

The specific services, deliverables, formats, quantities, revision allowances, fees, and timelines applicable to a project shall be described in the relevant proposal or project agreement.

3.2 Services Outside the Agreed Scope

Any service, deliverable, integration, feature, revision, or task not expressly included in the approved scope shall be treated as additional work and may incur additional charges.

3.3 Third-Party Services

Certain projects may depend on third-party platforms, software, hosting providers, advertising networks, plugins, stock assets, payment processors, or other external services. Such services may be subject to separate terms, fees, availability, and limitations.

Unless expressly agreed otherwise, the Company does not control the continued availability, pricing, policies, or performance of third-party services.

3.4 No Guaranteed Business Outcomes

Unless a specific written guarantee is expressly agreed upon, the Company does not guarantee particular sales, revenue, profits, leads, conversions, search rankings, advertising results, website traffic, audience growth, or other commercial outcomes.

4. PROJECT TIMELINES AND DELIVERY

4.1 Estimated Timelines

Standard project timelines generally range from two (2) to fifteen (15) business days, depending on the nature, complexity, and scope of the work.

Video animation, larger websites, ongoing digital marketing engagements, and other complex projects may require longer timelines. The applicable proposal shall specify the expected delivery schedule wherever reasonably practicable.

4.2 Commencement of Work

Work shall ordinarily commence after receipt of the required advance payment and the necessary project inputs, materials, instructions, and approvals from the Client.

4.3 Client-Related Delays

Project timelines may be extended where the Client delays providing content, materials, access credentials, approvals, feedback, or other required information.

The Company shall communicate material timeline changes to the Client where reasonably practicable.

4.4 Feedback and Approvals

The Client is expected to provide feedback and approvals within two (2) working days of receiving a submission, unless a different period is agreed upon in writing.

Delays in feedback or approvals may affect delivery dates and the availability of allocated project resources.

4.5 Project Suspension for Inactivity

Where the Client remains unresponsive or fails to provide necessary inputs for a period that materially prevents progress, the Company may place the project on hold.

The Company shall make reasonable efforts to contact the Client and provide written notice before closing an inactive project.

If the Client remains unresponsive for thirty (30) calendar days after the initial suspension notice, the Company may issue a further written notice allowing at least seven (7) calendar days for the Client to respond before closing the project.

Where a project is closed because of prolonged inactivity, the Company shall account for work completed, authorised expenses incurred, and services not delivered in accordance with the Refund Policy and applicable law.

Project closure shall not automatically result in forfeiture of all payments.

4.6 Rush Delivery

Rush delivery may be offered where resources and schedules permit. Additional fees, revised deliverables, and accelerated timelines must be agreed upon in writing before the rush work commences.

4.7 Completion

A project shall ordinarily be considered complete when the agreed deliverables have been supplied or made available to the Client in accordance with the approved scope.

Where the Client identifies a material deviation from the agreed specifications, the Client should notify the Company in writing within seven (7) calendar days of delivery, where practicable, so that the issue can be reviewed and addressed.

The Company shall be given a reasonable opportunity to correct material deviations within the agreed scope. Failure to raise a concern within this review period shall not automatically extinguish any rights or remedies available under applicable law.

5. CLIENT RESPONSIBILITIES

5.1 Provision of Materials

The Client shall provide the content, information, instructions, access credentials, brand assets, approvals, and other materials reasonably necessary for the Company to perform the agreed services.

5.2 Accuracy of Information

The Client is responsible for ensuring that information, claims, data, instructions, and materials supplied to the Company are accurate, lawful, and appropriate for their intended use.

5.3 Rights and Permissions

The Client represents that they own or have obtained the necessary rights, licences, consents, and permissions for materials supplied to the Company, including text, images, video footage, music, trademarks, logos, and other intellectual property.

The Client shall notify the Company of any restrictions affecting the use of such materials.

5.4 Timely Feedback

The Client shall provide consolidated feedback and approvals within the agreed review periods. Where feedback is delayed, project timelines may be adjusted accordingly.

5.5 Access and Cooperation

Where a project requires access to third-party platforms, hosting accounts, domain registrars, analytics tools, advertising accounts, or other systems, the Client shall provide appropriate access and cooperate with reasonable requests.

The Client remains responsible for maintaining control over accounts registered in its name and for protecting its own credentials.

5.6 Legal and Regulatory Compliance

The Client is responsible for ensuring that its business activities, products, services, advertising claims, customer communications, and industry-specific practices comply with applicable laws and regulations.

The Company may identify apparent concerns in materials supplied by the Client but does not provide legal, tax, regulatory, or other professional advice unless expressly engaged to do so under a separate written agreement.

5.7 Client-Caused Costs

Additional work, rescheduling, or expenses arising from material changes, incomplete instructions, repeated changes of direction, or prolonged delays attributable to the Client may be charged separately, subject to prior communication and agreement where appropriate.

6. REVISIONS AND SCOPE CHANGES

6.1 Included Revisions

Unless otherwise specified in the approved proposal, a project includes up to two (2) rounds of revisions.

The applicable proposal may provide a different revision allowance for particular services.

6.2 Meaning of a Revision Round

A revision round means one consolidated set of feedback relating to the submitted draft or deliverable.

The Client should provide clear, consolidated instructions for each round. Separate requests submitted after a revision round has been completed may be treated as an additional revision or change request.

6.3 Revisions Within Scope

Revisions that reasonably correct a material deviation from the approved brief or agreed specifications shall be distinguished from requests that introduce new requirements or change the approved direction.

The Company shall not treat correction of its own material deviation as additional work merely because the Client identifies it during the agreed review process.

6.4 Scope Changes

Requests that materially alter the approved brief, introduce new features, add deliverables, change the project direction, or exceed the agreed revision allowance may be treated as change orders.

6.5 Additional Charges

Additional charges shall be determined by the nature and extent of the requested changes, the time and resources required, and the applicable pricing arrangement.

Where appropriate, additional work may be priced at a percentage of the original project value, including a range of twenty-five per cent (25%) to one hundred per cent (100%), or at a separately quoted amount.

The Company shall communicate the proposed additional charges and any material timeline changes before proceeding with chargeable additional work. The Client's written approval shall be obtained before such work commences, except where otherwise lawfully agreed.

6.6 Effect on Delivery Dates

Approved scope changes may require revised milestones and delivery dates. The Company shall communicate the revised schedule to the Client.

7. PAYMENT TERMS

7.1 Standard Payment Structure

Unless otherwise agreed in writing, the standard payment arrangement is:

1. a.Fifty per cent (50%) of the total project value as an advance before work commences.
2. b.The remaining fifty per cent (50%) before final delivery.

Certain projects may require a higher advance, milestone-based payments, or a different payment schedule. Any such arrangement shall be specified in the proposal, quotation, or invoice.

7.2 Invoicing and Taxes

Invoices shall specify the applicable charges and taxes, where required.

The Client shall pay all applicable taxes and statutory charges associated with the services, as specified in the invoice and required by law.

7.3 Accepted Payment Methods

The Company shall specify the accepted payment methods in the relevant invoice or payment instructions. Unless otherwise agreed in writing, payments shall be made through the Company's designated bank transfer or other expressly authorised payment method.

For Clients located outside India, payments shall be processed through Upwork (www.upwork.com), unless otherwise agreed in writing. Such payments are subject to Upwork's applicable terms, fees, and payment processes.

7.4 Payment Due Dates

Payments shall be made by the due date specified in the invoice.

If payment remains outstanding for more than fifteen (15) working days after the invoice due date, the Company may issue a written payment reminder and may suspend further work after giving reasonable written notice.

7.5 Late-Payment Interest

Subject to applicable law and the terms stated in the relevant invoice or agreement, overdue undisputed amounts may attract simple interest at a rate of one and a half per cent (1.5%) per month, calculated on the overdue amount for the period of delay.

Any interest charged shall be subject to applicable legal limits. This provision shall not authorise the imposition of an unlawful penalty or an unreasonable charge.

7.6 Suspension for Non-Payment

Where an undisputed payment remains overdue despite written notice, the Company may suspend work, withhold further non-mandatory project activities, and revise delivery timelines to reflect the suspension.

The Company shall notify the Client of the suspension and the amount outstanding.

Suspension shall not remove either party's rights or obligations concerning work already completed, amounts already due, refunds, or remedies under applicable law.

7.7 Small Projects

Projects valued below USD 100, or the equivalent amount in another currency, shall be subject to the same general principles of cancellation and refunds set out in the Company's Refund Policy.

The small value of a project shall not, by itself, eliminate a refund or other remedy required under the applicable agreement or law.

7.8 Currency and Bank Charges

Where payments are made in a foreign currency, the Client shall be responsible for charges expressly disclosed in the relevant payment instructions, including applicable bank or intermediary fees, where lawfully chargeable.

Foreign exchange conversions and exchange-rate differences may affect the final amount received or refunded.

7.9 Disputed Invoices

If the Client disputes an invoice in good faith, the Client should notify the Company promptly and identify the disputed amount and reasons.

The parties shall make reasonable efforts to resolve the dispute. Any undisputed portion shall remain payable in accordance with the agreed payment terms.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 Ownership of Final Deliverables

Subject to full payment of all amounts due for the relevant project and the applicable project agreement, ownership of the original intellectual property rights in the final bespoke deliverables created specifically for the Client shall transfer to the Client to the extent agreed in writing and legally transferable.

Where the agreement requires acceptance of final deliverables, acceptance shall not be unreasonably withheld. The Client should identify any material deviation from the agreed specifications in writing.

8.2 Excluded Materials

Unless expressly agreed in writing, the transfer of final deliverables does not automatically include:

1. a.The Company's pre-existing intellectual property, methods, processes, frameworks, tools, templates, know-how, and reusable components.
2. b.Drafts, rejected concepts, unused alternatives, internal working documents, and source files not included in the agreed deliverables.
3. c.Third-party materials subject to separate licences or ownership rights.
4. d.Software, plugins, fonts, stock assets, or other materials that the Company is not legally entitled to transfer.

The Client shall receive the rights expressly agreed for such materials, subject to the relevant licence terms.

8.3 Source Files and Working Files

Editable source files, project files, working files, and development repositories shall be transferred only where included in the approved scope or separately agreed in writing.

Any additional preparation, documentation, migration, or transfer work may be charged separately if disclosed and agreed in advance.

8.4 Third-Party Licences

Third-party assets shall be subject to their respective licensing conditions. The Company shall communicate material licensing requirements where reasonably practicable.

Where a third-party licence must be obtained in the Client's name or account, the Client shall be responsible for obtaining and maintaining that licence.

8.5 Portfolio and Promotional Use

The Company may display completed work in its portfolio, case studies, presentations, and marketing materials only where it has appropriate permission or a contractual right to do so.

The Company shall respect confidentiality obligations, privacy rights, third-party rights, and any agreed restrictions on publication.

The Client may request that confidential or unreleased work not be publicly displayed. Any such restrictions should be documented in writing, preferably before work commences.

8.6 Unpaid or Cancelled Projects

Where a project is cancelled or payment remains outstanding, ownership and usage rights shall be determined by the applicable agreement and applicable law.

The Client shall not use unpaid deliverables where the agreement makes their use conditional on payment. The Company shall not claim ownership of intellectual property that it does not own or have authority to retain.

Refunded work shall be governed by the ownership and usage provisions in the Refund Policy and any written refund settlement.

8.7 Project Archiving

The Company may retain project files for operational continuity and recordkeeping purposes.

Abandoned or unpaid project files may ordinarily be archived for six (6) months after project closure, following reasonable written notice to the Client.

After that period, the Company may delete files that it is not legally or contractually required to retain, subject to applicable privacy, recordkeeping, and confidentiality obligations.

The Client is responsible for maintaining copies of delivered files and backups of its own accounts and systems unless backup or archival services are expressly included in the scope.

8.8 Trademark and Intellectual Property Checks

Unless expressly included in the approved scope, the Company does not provide comprehensive trademark clearance, legal opinions, patent searches, or guarantees that a proposed brand name or design is available for registration.

Where a valid concern arises that an original design supplied by the Company materially conflicts with a third-party right, the Company shall review the issue and, where appropriate, provide a reasonable correction or alternative within the agreed scope.

This provision does not constitute a guarantee of trademark registration or immunity from third-party claims.

9. CONTENT ACCURACY AND LEGAL COMPLIANCE

9.1 Professional Care

The Company shall exercise reasonable professional care in providing the agreed services and preparing the deliverables.

9.2 Client-Supplied Content

The Client remains responsible for the accuracy, legality, substantiation, and completeness of content, product claims, financial information, health-related statements, advertising claims, and other materials supplied or approved by the Client.

9.3 Review and Approval

The Client is responsible for reviewing deliverables before publication, distribution, launch, or commercial use, including checking names, contact details, pricing, claims, disclaimers, links, and other relevant information.

The Company shall address material errors attributable to its own work in accordance with the agreed scope and applicable law.

9.4 No Automatic Legal or Regulatory Certification

Unless expressly agreed under a separate written engagement, the Company does not certify that a website, campaign, advertisement, brand, product, or other deliverable complies with every law, regulation, industry code, accessibility standard, or platform policy applicable to the Client.

The Client should obtain appropriate professional advice where legal, tax, regulatory, medical, financial, or other specialist review is required.

9.5 Third-Party Platforms

The Company is not responsible for decisions made independently by search engines, advertising networks, social media platforms, hosting providers, domain registrars, or other third parties, including account suspensions, policy changes, algorithm changes, ranking changes, or service interruptions.

The Company shall remain responsible for performing its own agreed obligations with reasonable care.

10. LIMITATION OF LIABILITY

10.1 Responsibility for Services

The Company shall be responsible for performing the services in accordance with the applicable agreement and any duties imposed by applicable law.

10.2 Liability Cap

To the maximum extent permitted by applicable law, the Company's aggregate liability arising out of or in connection with a particular project shall not exceed the total professional fees paid or payable to the Company for that project.

This limitation shall not apply to the extent that liability cannot lawfully be excluded or limited, including any liability for which applicable law requires a different treatment.

10.3 Excluded Losses

To the maximum extent permitted by law, neither party shall be liable to the other for indirect or consequential losses, loss of anticipated profits, loss of business opportunity, or loss of anticipated savings arising from the agreement.

This exclusion shall not apply where such losses are not legally excludable or where the applicable agreement or law requires otherwise.

10.4 Third-Party Services and Events Outside Control

The Company shall not be responsible for losses caused solely by third-party service interruptions, unauthorised actions by third parties, or events beyond its reasonable control, except to the extent that the loss results from the Company's own breach, negligence, or other conduct for which it remains legally responsible.

10.5 Client Responsibilities

The Client shall remain responsible for its business decisions, commercial operations, regulatory obligations, and the use of deliverables after delivery.

Nothing in this clause excludes the Company's responsibility for its own contractual obligations or liabilities that cannot lawfully be excluded.

10.6 Claims and Applicable Limitation Periods

The parties should notify each other of project-related claims as soon as reasonably practicable and provide sufficient details to enable the matter to be investigated.

Nothing in these Terms shall shorten a statutory limitation period or eliminate a legal right in a manner prohibited by applicable law.

10.7 Insurance

The Company does not represent that it maintains professional indemnity insurance unless expressly confirmed in writing.

11. CONFIDENTIALITY AND DATA PROTECTION

11.1 Confidential Information

Each party may receive confidential information from the other during a project.

Confidential information may include business plans, pricing, customer information, credentials, technical documentation, source code, financial information, marketing strategies, unpublished creative work, and other information identified as confidential or reasonably understood to be confidential.

11.2 Confidentiality Obligations

Each party shall take reasonable measures to protect the other party's confidential information and shall use it only for purposes connected with the agreed engagement, unless otherwise authorised in writing or required by law.

11.3 Permitted Disclosure

Confidential information may be disclosed to employees, contractors, professional advisers, or service providers who reasonably require access for the project and are subject to appropriate confidentiality obligations.

Disclosure may also occur where legally required, provided that the disclosing party complies with applicable legal requirements.

11.4 Exclusions

Confidentiality obligations shall not apply to information that the receiving party can demonstrate:

1. a.Is publicly available through no breach of the agreement.
2. b.Was lawfully known to the receiving party before disclosure.
3. c.Was independently developed without using the disclosing party's confidential information.
4. d.Was lawfully obtained from a third party without a confidentiality obligation.

11.5 Data Protection

The Company shall process personal information in accordance with its Privacy Policy and applicable data protection laws.

The Company shall take reasonable technical and organisational measures to protect personal information within its control.

Where a project involves the processing of personal data on behalf of the Client, the parties shall document any additional responsibilities, instructions, safeguards, or contractual arrangements required by applicable law.

11.6 Security Incidents

If the Company becomes aware of a security incident affecting the Client's personal information and requiring notification, it shall take reasonable steps to investigate, contain, and address the incident and make notifications as required by applicable law and contractual obligations.

11.7 Duration

Confidentiality obligations shall continue during the engagement and for five (5) years after its completion or termination, unless a longer period is required by law or the information remains protected as a trade secret or under another continuing legal obligation.

11.8 Separate Non-Disclosure Agreements

Where the parties execute a separate Non-Disclosure Agreement (NDA), its provisions shall apply to the extent specified in that agreement. In the event of a conflict, the more specific confidentiality provision shall prevail to the extent of the conflict, subject to applicable law.

12. SUBCONTRACTING AND THIRD-PARTY SERVICE PROVIDERS

12.1 Right to Subcontract

The Company may engage employees, independent contractors, specialists, or third-party service providers to assist in performing the agreed services.

The Company shall remain responsible for its contractual obligations to the Client, subject to these Terms and applicable law.

12.2 Confidentiality and Data Protection

The Company shall take reasonable steps to ensure that subcontractors with access to confidential information or personal data are subject to appropriate confidentiality, security, and data protection obligations.

12.3 Disclosure of Subcontractors

The Company is not ordinarily required to disclose the identities of individual contractors or internal service providers unless disclosure is necessary under the applicable agreement, required by law, or reasonably necessary to address a material concern.

12.4 Third-Party Platform Terms

The Client may be required to accept separate terms and conditions from hosting providers, domain registrars, software vendors, advertising platforms, or other third-party services.

The Client shall be responsible for complying with terms applicable to accounts or services held in its name.

13. FORCE MAJEURE

13.1 Events Beyond Reasonable Control

Neither party shall be liable for a delay or failure to perform an obligation to the extent that the delay or failure results from an event beyond its reasonable control that could not reasonably have been prevented or overcome.

Such events may include natural disasters, war, civil unrest, government restrictions, epidemics, major infrastructure failures, widespread telecommunications outages, and other comparable events.

13.2 Notification and Mitigation

The affected party shall notify the other party within a reasonable time after becoming aware of the event, where practicable.

The affected party shall take reasonable steps to mitigate the impact and resume performance when reasonably possible.

13.3 Timeline Adjustments

Where a force majeure event affects project delivery, the parties shall discuss an appropriate extension, suspension, or revised delivery arrangement.

13.4 Extended Disruption

If the event prevents substantial performance for more than thirty (30) consecutive calendar days, either party may request a review of the project and propose suspension, revised terms, or termination.

If the project is terminated, the Company shall account for work completed, authorised expenses incurred, and services not delivered in accordance with the applicable agreement, the Refund Policy, and applicable law.

A force majeure event shall not automatically entitle the Company to retain payments for services that have not been performed where a refund is otherwise due.

14. AGE RESTRICTION AND CLIENT ELIGIBILITY

14.1 Minimum Age

Individuals entering into an agreement with the Company on their own behalf must be at least eighteen (18) years old and legally capable of entering into a contract.

14.2 Business Clients

A person entering into an agreement on behalf of a company, partnership, organisation, or other legal entity represents that they have the authority to do so.

14.3 Accurate Information

The Client shall provide accurate billing, contact, and project information reasonably required for the engagement.

The Company may request additional information where necessary to verify the Client's identity, authority, payment, or compliance with applicable law.

15. DISPUTE RESOLUTION AND GOVERNING LAW

15.1 Good-Faith Resolution

The parties shall first make reasonable efforts to resolve disputes through good-faith communication.

A party raising a dispute should provide written notice describing the issue and the remedy sought. The parties should endeavour to resolve the matter within thirty (30) calendar days of the notice, unless a different period is agreed or urgent action is required.

15.2 Mediation

Where appropriate, the parties may mutually agree to attempt mediation before commencing arbitration or court proceedings.

Neither party shall be required to participate in mediation where it is not agreed upon or where doing so would unlawfully prevent urgent or otherwise available legal relief.

15.3 Arbitration

Where the parties have entered into a valid and enforceable written arbitration agreement, disputes covered by that agreement shall be referred to arbitration in accordance with the Arbitration and Conciliation Act, 1996, as amended, and other applicable law.

Unless otherwise agreed in writing:

1. a.The legal seat and venue of arbitration shall be Hyderabad, Telangana, India.
2. b.The arbitration shall be conducted in English.
3. c.The parties shall attempt to mutually agree on a sole independent arbitrator.
4. d.If the parties cannot agree on an arbitrator, appointment shall be made through the procedure provided by applicable arbitration law.
5. e.The arbitrator shall determine the allocation of arbitration costs in accordance with applicable law and the circumstances of the dispute.

15.4 Interim and Statutory Remedies

Nothing in this Agreement shall prevent either party from seeking interim relief from a competent court or pursuing a remedy before a consumer commission, regulator, payment provider, or other competent authority where permitted or required by law.

No arbitration provision shall be interpreted as removing a right that cannot lawfully be waived.

15.5 Jurisdiction

Subject to any valid arbitration agreement and mandatory legal provisions, courts of competent jurisdiction in Hyderabad, Telangana, India, shall have jurisdiction over matters arising from these Terms to the extent permitted by law.

15.6 Governing Law

These Terms shall be governed by the laws of India, subject to applicable conflict-of-law rules and any mandatory rights or protections available to the Client under applicable law.

15.7 International Clients

Where the Client is located outside India, the parties shall comply with applicable mandatory laws and regulations relevant to the engagement.

Nothing in these Terms is intended to exclude any mandatory protection that applies to an international Client under applicable law.

16. MODIFICATIONS, TERMINATION AND GENERAL PROVISIONS

16.1 Amendments to These Terms

The Company may update these Terms from time to time to reflect changes in its services, business practices, or legal obligations.

Revised Terms shall ordinarily apply to projects commenced after the revised effective date. Changes shall not automatically alter an existing project agreement unless the parties agree in writing or the change is otherwise lawfully applicable.

The Company shall make the current version available to Clients and communicate material changes affecting ongoing engagements where reasonably practicable.

16.2 Termination for Breach

Either party may terminate a project agreement where the other party commits a material breach and fails to remedy that breach within a reasonable period after receiving written notice, where the breach is capable of remedy.

Immediate termination may be permitted where required by law or where the breach cannot reasonably be remedied.

16.3 Termination for Convenience

Where the Client wishes to cancel a project for convenience, cancellation shall be handled in accordance with the project agreement and the Company's Refund Policy.

The Company may terminate an engagement for a legitimate business or operational reason by providing reasonable written notice and accounting for work completed, authorised expenses incurred, and any refund due under the applicable agreement and law.

16.4 Consequences of Termination

Upon termination:

1. a.The Client shall pay amounts properly due for services performed and authorised costs incurred in accordance with the agreement.
2. b.The Company shall account for any amounts refundable for services not delivered, in accordance with the Refund Policy and applicable law.
3. c.Each party shall return, delete, or securely retain confidential information as required by the agreement and applicable law.
4. d.Intellectual property ownership and usage rights shall be determined under Section 8 and any applicable written settlement.
5. e.Provisions intended by their nature to survive termination, including confidentiality, accrued payment obligations, intellectual property rights, liability, and dispute resolution, shall continue to apply to the extent appropriate and legally enforceable.

16.5 Refund Policy

The Company's Refund Policy forms part of the contractual documentation for services where it has been provided or incorporated into the project agreement.

The Refund Policy shall be read consistently with these Terms. Where an inconsistency exists, the specific written project agreement shall prevail to the extent expressly agreed and legally enforceable. Mandatory legal rights shall remain unaffected.

16.6 Privacy Policy

The Company's Privacy Policy explains how personal information is collected, used, stored, and otherwise processed in connection with its services and website.

The Client should review the Privacy Policy for further information about personal data processing.

16.7 Severability

If any provision of these Terms is held to be invalid, unlawful, or unenforceable, that provision shall be interpreted or limited to the minimum extent necessary, where legally permissible, and the remaining provisions shall continue in effect.

16.8 No Waiver

A failure or delay by either party in exercising a right under these Terms shall not automatically constitute a waiver of that right.

Any waiver shall be effective only to the extent established by the relevant circumstances and applicable law.

16.9 Entire Agreement

These Terms, together with the applicable project proposal, quotation, statement of work, invoice terms, and other expressly incorporated written agreements, constitute the agreement between the parties concerning the relevant services and supersede prior discussions or communications concerning the same subject matter, except where expressly preserved in writing.

16.10 Assignment

Neither party shall assign its material rights or obligations under a project agreement without the other party's consent, except where assignment is permitted by the agreement or applicable law.

The Company may use subcontractors in accordance with Section 12 without assigning the entire agreement.

16.11 Electronic Communications

The parties may use email and other agreed electronic communication methods for project instructions, approvals, notices, and contractual records, subject to applicable law.

The Client should ensure that contact details supplied to the Company remain current and that material approvals or changes are documented in writing.

16.12 Language

These Terms are written in English. In the event that a translation is provided, the English version shall prevail to the extent permitted by applicable law, unless the parties expressly agree otherwise in writing.

CONTACT INFORMATION

For questions, clarification, complaints, or requests relating to these Terms and Conditions, please contact:

Ezra Kumar
Esdras Consultants

Email: ezrakumar@esdras.in

Website: www.esdras.in

Address:
1-3-183/40/21/49, Kavadiguda,
Hyderabad, Telangana 500080, India.

ACKNOWLEDGEMENT

By accepting a proposal, signing a project agreement, making a payment, or instructing Esdras Consultants to commence work, the Client acknowledges that these Terms apply to the engagement, subject to the applicable project agreement and all rights and remedies available under applicable law.