Terms & Conditions.

1. Agreement to Terms

These Terms and Conditions (“Terms”) constitute a legally binding agreement between you or the entity you represent (“Client”, “you”) and Kloq AI (“Kloq”, “we”, “us”). By accessing kloqai.com, submitting a project enquiry, or executing a Statement of Work (SOW) or proposal with Kloq, you confirm that you have read, understood, and agreed to be bound by these Terms.

2. Agency & Software Engineering Services

Kloq provides technology design, software engineering, and systems automation services, including but not limited to:

• Customer-facing websites, portals, and web applications.
• Internal operational tools, quotation management systems, and dispatch platforms.
• Enterprise Resource Planning (ERP) integrations, API bridges, and legacy database synchronizers.
• Applied machine learning, document extraction, and workflow automation pipelines.

Specific project timelines, sprint milestones, deliverables, and commercial fees are defined in individual Statements of Work (“SOW”) or formal project proposals agreed between Kloq and the Client.

3. Intellectual Property Rights & Ownership

We believe in transparent, client-centric intellectual property rights:

• Client Work Product: Upon full settlement of all applicable invoices for a designated milestone, the Client receives exclusive ownership of all bespoke source code, visual designs, database schemas, and documentation created specifically for the Client under that engagement.
• Pre-Existing Tools & Libraries:Kloq retains ownership of its pre-existing developer tooling, proprietary architectural boilerplates, foundational utilities, and general software libraries (“Background Technology”). Kloq grants the Client a perpetual, worldwide, non-exclusive, royalty-free license to use, modify, and deploy such Background Technology as incorporated into the delivered software.
• Client Proprietary Data: All trade secrets, pricing algorithms, quotation records, customer lists, and manufacturing specifications provided by the Client remain the sole and exclusive property of the Client.
• No Public Model Training: Kloq will never ingest or use Client confidential business data or proprietary code to train publicly accessible artificial intelligence models.

4. Client Responsibilities & Collaboration

Successful engineering requires close collaboration. The Client agrees to:

• Appoint a primary point of contact with decision-making authority for milestone sign-offs.
• Provide accurate project requirements, technical documentation, and sample data in a timely manner.
• Furnish authorized API keys, staging environment access, and third-party credentials necessary for integrations (such as ERP, email, or cloud infrastructure).
• Review sprint deliverables and provide structured feedback within agreed review windows (typically 5 business days unless otherwise specified in the SOW).

5. Fees, Invoicing & Scope Adjustments

• Invoicing & Payment: Invoices are issued based on agreed milestone completions or retainer cycles. Payments are due within 15 days of invoice date unless specified otherwise in the SOW.
• Scope Variations (“Change Orders”): If the Client requests features, integrations, or alterations beyond the documented scope of an active SOW, Kloq will provide an estimated impact on timeline and engineering fees. Work on scope variations commences upon written agreement.
• Taxes: All quoted rates are exclusive of applicable taxes (such as Goods and Services Tax / GST), which will be itemized separately on invoices.

6. Engineering Warranty & Maintenance

Kloq warrants that deliverables will perform in material conformity with the written functional specifications agreed in the SOW for a warranty period of 30 calendar days following final delivery or production deployment.

During this period, Kloq will investigate and remedy verified reproducible software defects without additional charge. This warranty does not cover issues resulting from:

• Unauthorized code modifications or server environment alterations made by third parties or the Client.
• Breaking upstream changes, outages, or rate limits imposed by third-party APIs (e.g., WhatsApp Business API, external ERP endpoints, cloud hosting providers).
• Hardware failures, operating system obsolescence, or client network misconfigurations.

7. Mutual Confidentiality

Both parties agree that all confidential information—including financial data, business logic, software architectures, pricing structures, and proprietary algorithms—shared in connection with an engagement shall be kept strictly confidential and protected with at least the standard of care used for their own sensitive materials.

Confidentiality obligations survive the termination or expiration of any active engagement for a period of three (3) years.

8. Limitation of Liability

To the maximum extent permitted by applicable law, neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, goodwill, or business interruption, arising out of or related to these Terms or any software engagement.

Kloq’s aggregate cumulative liability arising out of any engagement shall not exceed the total fees actually paid by the Client to Kloq under the specific Statement of Work giving rise to the claim during the six (6) months preceding the event.

9. Governing Law & Dispute Resolution

These Terms and any project engagements shall be governed by and construed in accordance with the substantive laws of India.

In the event of any controversy, dispute, or claim arising out of or relating to these Terms, the parties shall first attempt in good faith to resolve the matter through executive negotiation. If unresolved within thirty (30) days, the dispute shall be referred to arbitration in accordance with the Indian Arbitration and Conciliation Act, 1996, with the seat and venue of arbitration in Mumbai, Maharashtra, India. The courts of Mumbai shall have exclusive supervisory jurisdiction.

10. Contact & Legal Notices

For legal inquiries, contract reviews, or formal notices, please contact us: