Terms of Service
How we scope work, what you own when we are done, when we invoice, and what happens if it goes wrong. Written to be read by you, not only by your lawyer.
Last updated: 15 July 2026.
These terms govern your use of prsindia.in and set out the standard basis on which PRS India provides software development services. Where we sign a separate Master Services Agreement, Statement of Work or purchase order with you, that document takes precedence over these terms to the extent the two conflict.
PRS India is a software development company with its registered office at Sun Light Colony, Ashram, New Delhi 110013, India.
Scope of engagement
Every engagement is defined by a written Statement of Work ("SOW"). The SOW records what we are building, what we are delivering, the timeline, the fee, and the assumptions the estimate depends on. Nothing outside the SOW is in scope, and nothing is added to the SOW by implication, by a passing comment in a meeting, or by a message in a chat channel.
Changes to scope are handled by a written change order. We size a request within two business days and give you three options: swap it in against something of equivalent size, defer it to a later phase, or add it at a stated cost and a stated impact on the timeline. Work on a change begins only once you have approved it in writing.
Our estimates rest on assumptions we will name in the SOW — access to your systems, availability of your decision-makers, third-party APIs behaving as documented. If an assumption fails, we will tell you promptly, tell you what it costs, and agree the way forward before we proceed.
You agree to provide the access, information, content and decisions the project needs within the agreed timeframes. Where a dependency on your side delays us materially, timelines shift accordingly and we may charge for engineering time that was reserved and left idle.
Intellectual property
You own the deliverables. On receipt of full payment for a phase, all intellectual property rights in the deliverables produced in that phase — source code, designs, documentation, infrastructure definitions — transfer to you absolutely. We assign them to you and we will sign whatever reasonable document your counsel wants to record that assignment.
Until payment for a phase is received in full, we retain title to the deliverables in that phase and grant you a licence to use them only for evaluation.
What we keep. We retain ownership of our pre-existing materials: our internal libraries, tooling, boilerplate, methodologies and know-how that existed before the engagement or that we develop independently of it. Where any of that is embedded in a deliverable, you get a perpetual, irrevocable, worldwide, royalty-free licence to use, modify and sublicense it as part of that deliverable. You will never need our permission to run, change or resell what we built for you.
Open source. Deliverables will incorporate third-party open-source components. We will tell you which, and under what licence, and we will not use a component whose licence conflicts with how you intend to use the software.
Publicity. We would like to name you as a client and describe the work in a case study. We will not do so without your written approval, and we will show you the text first. You may withdraw that approval at any time and we will take it down.
Fees, invoicing and acceptance
- Unless the SOW says otherwise: 30% on kickoff, milestone payments across the phase, and the final 20% on acceptance.
- Invoices are payable within 15 days of the invoice date.
- Monthly retainers are invoiced at the start of the month they cover.
- Fees are exclusive of GST and of any other applicable tax, which is charged in addition at the prevailing rate.
- Third-party costs incurred on your behalf — cloud hosting, licences, paid APIs — are passed through at cost with your prior approval, and are your responsibility thereafter.
- Overdue amounts may attract interest at 1.5% per month. We will always talk to you before we do anything about it, and we do not stop work over an invoice that is a few days late.
- If an invoice remains unpaid for 30 days after its due date, we may suspend work on written notice.
Acceptance
You have 10 business days from delivery of a milestone to test it and to raise anything that does not conform to the SOW. We fix non-conformities at no cost. If you raise nothing within that window, or you put the deliverable into production use, the milestone is deemed accepted.
Confidentiality and data protection
Each of us will keep the other's confidential information confidential, use it only for the purposes of the engagement, disclose it only to the people who need it and who are under equivalent obligations, and protect it with at least the care we use for our own confidential information. These obligations survive the end of the engagement by five years, and indefinitely for anything that constitutes a trade secret.
Confidential information does not include anything that is or becomes public through no fault of the receiving party, was already lawfully known to it, or is independently developed without reference to the disclosing party's information. Disclosure compelled by law is permitted, with prior notice where that notice is lawful.
We are happy to sign your NDA before any substantive conversation. If your legal team would rather work from a counterparty template, ask us and we will send ours.
Data protection
Where we process personal data on your behalf, we do so as a Data Processor on your documented instructions, under a data processing agreement, and in accordance with the Digital Personal Data Protection Act, 2023. Our handling of data collected through this website is described in our Privacy Policy.
Warranties and disclaimers
What we warrant. For 60 days after a deliverable goes into production, we warrant that it will perform materially in accordance with the specification in the SOW. If it does not, we will fix it at no charge — that is the whole of the warranty and the whole of your remedy under it. We further warrant that the work will be performed with the reasonable skill and care of a competent professional software studio, and that the deliverables are our original work or properly licensed.
What we do not warrant. We do not warrant that the software will be free of every defect, that it will be uninterrupted, or that it will achieve any particular commercial outcome. Software is not a machine part; a system of any real complexity contains defects, and the honest promise is that we will find them early and fix them fast, not that they will not exist.
We are not responsible for defects arising from changes made by you or by a third party after handover, from your failure to apply security updates we have recommended, from misuse, or from the failure of a third-party service outside our control.
Beyond the express warranties above, and to the fullest extent permitted by law, all implied warranties and conditions — including those of merchantability and fitness for a particular purpose — are excluded. The website itself is provided "as is" for information; nothing on it is an offer, a quote, or advice you should act on without talking to us.
Limitation of liability and termination
Nothing in these terms limits either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited.
Subject to that:
- Neither party is liable to the other for loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity, or for any indirect or consequential loss, however caused.
- Our total aggregate liability arising out of or in connection with an engagement — whether in contract, tort (including negligence), or otherwise — is limited to the total fees you have paid us under the SOW giving rise to the claim in the 12 months preceding the event.
- Neither party is liable for a failure to perform caused by an event outside its reasonable control, provided it tells the other promptly and works to mitigate the effect.
You must bring any claim within 12 months of becoming aware of the circumstances giving rise to it.
Termination
Either party may terminate an engagement on 30 days' written notice. Either may terminate immediately on the other's material breach that remains unremedied 14 days after written notice, or on its insolvency. On termination you pay for all work performed and all non-cancellable commitments made up to the termination date. We will hand over everything you have paid for, in a usable form, within 10 business days — code, credentials, documentation, and the state of play.
Governing law and disputes
These terms and any engagement under them are governed by the laws of India.
If a dispute arises, we will first try to resolve it by talking: a senior person from each side, within 30 days of one of us raising it in writing. Most disagreements end there and it is worth trying properly.
If it cannot be resolved that way, the dispute will be referred to arbitration by a sole arbitrator under the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration will be New Delhi and the proceedings will be in English. Subject to that, the courts at New Delhi have exclusive jurisdiction.
General
These terms, together with the SOW and any signed agreement, are the entire agreement between us and supersede anything said or written before. If a court finds any provision unenforceable, the rest stands. A failure to enforce a right is not a waiver of it. Neither party may assign the agreement without the other's written consent, save to a successor of substantially the whole of its business. Nothing here creates a partnership, a joint venture, or an employment relationship, and neither of us is the other's agent.
We may update these terms. Changes apply to engagements entered into after the date at the top of this page and never retrospectively to a signed SOW.
Contact
Questions about these terms: hello@prsindia.in or +91 9060 444 332.
Want our MSA before you talk to us?
Ask and we will send the full Master Services Agreement and mutual NDA for your legal team to read. We would rather you saw the paperwork early than late.