Terms of Service

Welcome to Debug Ninja. These Terms of Service ("Terms") govern your access to and use of our services, website, and any related deliverables provided by Debug Ninja ("we," "us," or "our"). By engaging our services or accessing our website, you ("Client") agree to be bound by these Terms. If you do not agree, please do not use our services.

1. Services

Debug Ninja provides end-to-end technology solutions including, but not limited to, software engineering, full-stack development, system architecture design, API integration, cloud infrastructure setup, and technical consulting. The specific scope, deliverables, timelines, and pricing for each engagement are defined in a mutually agreed Statement of Work (SOW) or Master Service Agreement (MSA) executed between Debug Ninja and the Client prior to commencement of work.

2. Client Responsibilities

The Client agrees to provide timely access to necessary systems, credentials, documentation, and personnel required for the successful delivery of the project. Delays caused by the Client's failure to provide required inputs may result in revised timelines and additional costs, which will be communicated in writing. The Client is responsible for ensuring that any content, data, or third-party materials provided to Debug Ninja do not infringe upon any third-party intellectual property rights.

3. Intellectual Property

Upon receipt of full payment of all applicable invoices, Debug Ninja assigns to the Client all intellectual property rights in the custom code, designs, and deliverables created specifically for that engagement, unless otherwise stated in the applicable SOW. Debug Ninja retains ownership of all pre-existing tools, frameworks, proprietary libraries, internal methodologies, and general-purpose components developed independently of the Client's project. Any open-source components incorporated into the deliverables remain subject to their respective open-source licences.

4. Payment Terms

Fees for services are as agreed in the applicable SOW. Unless otherwise specified, invoices are due within fourteen (14) days of the invoice date. Debug Ninja reserves the right to suspend work on a project if payment is overdue by more than seven (7) days after the due date, without prejudice to any other rights or remedies available. Late payments may attract interest at 1.5% per month on the outstanding balance. All fees are exclusive of applicable taxes, including Goods and Services Tax (GST) as applicable under Indian law.

5. Confidentiality

Both parties agree to keep confidential any non-public information disclosed by the other party in connection with the engagement ("Confidential Information"). Neither party shall disclose Confidential Information to any third party without the prior written consent of the disclosing party, except where required by law or regulation. This obligation survives the termination of the engagement for a period of three (3) years. Debug Ninja may reference the Client's name and the general nature of the engagement in its portfolio or marketing materials, unless the Client explicitly requests otherwise in writing.

6. Warranties and Representations

Debug Ninja warrants that all services will be performed with reasonable skill and care, in a professional manner consistent with industry standards. Debug Ninja does not warrant that the deliverables will be error-free or that their operation will be uninterrupted. The Client is responsible for conducting appropriate testing and acceptance before deploying deliverables to a production environment. Except as expressly stated herein, all services are provided "as is" without warranty of any kind.

7. Limitation of Liability

To the maximum extent permitted by applicable law, Debug Ninja's total liability to the Client for any claims arising out of or related to these Terms or the services shall not exceed the total fees paid by the Client to Debug Ninja in the three (3) months immediately preceding the event giving rise to the claim. Debug Ninja shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of data, or business interruption, even if advised of the possibility of such damages. This limitation applies regardless of the form of action, whether in contract, tort, or otherwise.

8. Termination

Either party may terminate an engagement by providing thirty (30) days' written notice to the other party. In the event of termination, the Client shall pay for all work completed and expenses incurred up to the date of termination. Debug Ninja may terminate immediately upon written notice if the Client materially breaches these Terms and fails to cure such breach within seven (7) days of receiving notice of the breach. Upon termination, each party shall promptly return or destroy the other party's Confidential Information, and Debug Ninja shall deliver all completed work product to the Client upon receipt of outstanding payments.

9. Governing Law

These Terms and any disputes arising out of or in connection with them shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law provisions. The courts of India shall have exclusive jurisdiction over any disputes arising under these Terms.

10. Dispute Resolution

In the event of a dispute, both parties agree to first attempt to resolve the matter through good-faith negotiations. If the dispute is not resolved within thirty (30) days of written notice, either party may refer the matter to binding arbitration conducted in accordance with the Arbitration and Conciliation Act, 1996 of India. The arbitration shall be conducted in English and the seat of arbitration shall be India. The decision of the arbitrator shall be final and binding on both parties.

11. Amendments

Debug Ninja reserves the right to update these Terms at any time. We will notify Clients of material changes by posting the revised Terms on our website with an updated effective date. Continued use of our services after such changes constitutes acceptance of the revised Terms. For ongoing engagements, the Terms in effect at the time the SOW was executed shall govern that engagement unless the Client explicitly agrees to the updated Terms in writing.

12. Contact Us

If you have any questions about these Terms, please reach out to us at hello@debugninja.com. We are committed to addressing your concerns promptly and transparently.