1. Acceptance of Terms
Welcome to Retouch IT Services. These Terms and Conditions ("Terms") govern your use of our website, services, and products provided by Retouch IT Services Private Limited ("Company," "we," "us," or "our").
By accessing our website, engaging our services, or entering into any agreement with us, you ("User," "Client," or "you") acknowledge that you have read, understood, and agree to be bound by these Terms and all applicable laws and regulations.
Important: If you do not agree with any part of these Terms, you must not use our services. Continued use of our services constitutes acceptance of any updates to these Terms.
Updates to Terms
We reserve the right to modify these Terms at any time. Changes will be effective immediately upon posting on our website. We will notify users of material changes via email or prominent website notice. Your continued use after changes constitutes acceptance of the new Terms.
2. Definitions
For the purposes of these Terms, the following definitions apply:
Company Terms
Retouch IT Services Private Limited and its affiliates
All IT services, products, and solutions provided by the Company
Our website, applications, and digital platforms
User Terms
Any individual or entity using our services
Your registered account with access credentials
Data, information, and materials provided by users
Legal Terms
These Terms and any additional service agreements
Patents, copyrights, trademarks, and trade secrets
Non-public proprietary information of either party
Technical Terms
Hardware, software, and network infrastructure
All information processed through our services
Periods when services are unavailable
3. Services Description
Retouch IT Services provides comprehensive information technology solutions and services to businesses and organizations.
Development Services
- • Custom software development
- • Web application development
- • Mobile app development
- • API development and integration
- • Database design and optimization
Design Services
- • UI/UX design
- • Graphic design
- • Brand identity design
- • Website design
- • Digital marketing materials
IT Consulting
- • Technology strategy consulting
- • System architecture design
- • Digital transformation
- • IT infrastructure planning
- • Security assessments
Support Services
- • Technical support
- • System maintenance
- • Bug fixes and updates
- • Performance optimization
- • Training and documentation
Service Delivery
Our services are delivered through various models including:
Project-Based
Fixed scope and timeline
Retainer-Based
Ongoing support model
Subscription
Monthly/annual plans
4. User Responsibilities
As a user of our services, you have certain responsibilities and obligations that must be fulfilled to ensure smooth service delivery and legal compliance.
Account Security
- • Maintain confidentiality of login credentials
- • Use strong, unique passwords
- • Enable two-factor authentication when available
- • Immediately report suspected security breaches
- • Regularly update account information
- • Log out from shared or public devices
Data and Content
- • Provide accurate and complete information
- • Ensure you have rights to content you provide
- • Maintain backups of critical data
- • Comply with data protection regulations
- • Report data inconsistencies promptly
Communication
- • Respond to requests within reasonable timeframes
- • Provide clear project requirements
- • Participate in scheduled meetings and reviews
- • Give timely feedback on deliverables
- • Maintain professional communication
Compliance
- • Follow all applicable laws and regulations
- • Respect intellectual property rights
- • Adhere to industry standards and best practices
- • Obtain necessary licenses and permissions
- • Report compliance violations immediately
Prohibited Activities
You agree not to engage in any of the following activities:
- • Unauthorized access to systems or data
- • Distribution of malware or viruses
- • Harassment or abusive behavior
- • Violation of privacy rights
- • Fraudulent or deceptive practices
- • Reverse engineering our software
- • Sharing account credentials
- • Spamming or unsolicited communications
- • Circumventing security measures
- • Illegal or unethical activities
5. Acceptable Use Policy
This Acceptable Use Policy governs your use of our services and is designed to protect our users, systems, and reputation.
Permitted Uses
Business Activities
- • Legitimate business operations
- • Educational and research purposes
- • Non-profit organizational activities
- • Personal projects and portfolios
Technical Activities
- • Software development and testing
- • Data analysis and processing
- • System integration and automation
- • Performance monitoring and optimization
Prohibited Uses
Illegal Activities
- • Any activity that violates local, national, or international laws
- • Copyright, trademark, or patent infringement
- • Fraud, identity theft, or financial crimes
- • Hacking, cracking, or unauthorized access
Harmful Content
- • Malware, viruses, or malicious code
- • Spam, phishing, or deceptive content
- • Hate speech, harassment, or discriminatory content
- • Adult content or inappropriate material
System Abuse
- • Excessive resource consumption
- • Denial of service attacks
- • Network scanning or probing
- • Circumventing usage limits or restrictions
Enforcement
Violations of this Acceptable Use Policy may result in:
- • Warning notices
- • Temporary service suspension
- • Account termination
- • Legal action
- • Reporting to authorities
- • Liability for damages
6. Payment Terms
These payment terms govern all financial transactions between you and Retouch IT Services.
Pricing and Fees
Service Fees
Fees are based on project scope, complexity, and duration as outlined in service agreements.
Additional Costs
Third-party licenses, hosting, and other external costs are billed separately.
Currency
All prices are quoted in Indian Rupees (INR) unless otherwise specified.
Payment Schedule
Project-Based
Typically 50% upfront, 50% on completion
Monthly Services
Due on the 1st of each month
Milestone-Based
Payments tied to project milestones
Payment Methods
Accepted Methods
- • Bank transfer (NEFT/RTGS)
- • UPI payments
- • Credit/Debit cards
- • Digital wallets
- • Cheques (for large amounts)
Processing Time
Payments typically process within 1-3 business days
Late Payments
Grace Period
7-day grace period after due date
Late Fees
2% per month on overdue amounts
Service Suspension
Services may be suspended after 30 days
Refund Policy
Full Refund
Available within 7 days if no work has commenced
Partial Refund
Based on work completed and expenses incurred
No Refund
For completed projects or after 30 days
7. Intellectual Property Rights
This section outlines the ownership and usage rights of intellectual property created, used, or shared during our service relationship.
Our Intellectual Property
Company Assets
- • Proprietary software and tools
- • Methodologies and processes
- • Templates and frameworks
- • Brand assets and trademarks
Usage Rights
You receive limited, non-exclusive rights to use our IP solely for the intended service purpose.
Your Intellectual Property
Client Assets
- • Existing business data and content
- • Brand materials and trademarks
- • Proprietary business processes
- • Confidential information
Our Usage Rights
We receive limited rights to use your IP solely for service delivery and as specified in agreements.
Work Product Ownership
Custom Development
Custom code and solutions developed specifically for you become your property upon full payment.
Generic Components
Reusable components, libraries, and general methodologies remain our property.
Third-Party Assets
Third-party licenses and components are governed by their respective terms.
License Grants
To You
Non-exclusive, non-transferable license to use deliverables for your business purposes.
To Us
Right to use your feedback, suggestions, and general knowledge for service improvement.
Portfolio Rights
Right to showcase work in our portfolio (with your consent and appropriate anonymization).
IP Infringement
Reporting Violations
If you believe your IP rights have been violated:
- • Contact us immediately with details
- • Provide proof of ownership
- • Specify the alleged infringement
Our Response
We will:
- • Investigate claims promptly
- • Take appropriate corrective action
- • Implement preventive measures
8. Confidentiality and Non-Disclosure
We recognize the sensitive nature of business information and are committed to maintaining strict confidentiality standards.
Definition of Confidential Information
Business Information
- • Financial data and projections
- • Customer lists and data
- • Marketing strategies and plans
- • Pricing information
- • Business processes and procedures
Technical Information
- • Source code and algorithms
- • System architectures
- • Database schemas
- • API specifications
- • Security protocols
Our Obligations
Protection Measures
- • Secure storage and transmission
- • Access controls and authentication
- • Employee confidentiality agreements
- • Regular security audits
Usage Restrictions
Use confidential information solely for service delivery purposes.
Your Obligations
Information Handling
- • Clearly mark confidential materials
- • Limit access to authorized personnel
- • Secure transmission methods
- • Prompt notification of breaches
Our Information
Protect our confidential information with the same care as your own.
Exceptions to Confidentiality
Confidentiality obligations do not apply to information that:
- • Is publicly available
- • Was known prior to disclosure
- • Is independently developed
- • Is required by law to be disclosed
- • Is approved for release in writing
- • Becomes public through no fault of ours
Duration and Remedies
Duration
Confidentiality obligations survive termination of our relationship and continue for 5 years unless otherwise specified.
Breach Remedies
Breach may result in irreparable harm, entitling the injured party to injunctive relief and damages.
9. Data Protection and Privacy
We are committed to protecting personal data and complying with applicable data protection laws and regulations.
Data Processing Principles
Lawfulness and Fairness
All data processing is conducted lawfully, fairly, and transparently.
Purpose Limitation
Data is collected for specified, explicit, and legitimate purposes only.
Data Minimization
We collect only data that is adequate, relevant, and necessary.
Accuracy
Data is kept accurate and up-to-date, with corrections made promptly.
Storage Limitation
Data is retained only as long as necessary for the stated purposes.
Security
Appropriate technical and organizational measures protect data.
Your Data Rights
Access and Portability
Right to access your data and receive it in a portable format.
Correction and Deletion
Right to correct inaccurate data and request deletion under certain conditions.
Processing Restrictions
Right to restrict or object to certain types of data processing.
Security Measures
Technical Safeguards
- • Encryption in transit and at rest
- • Access controls and authentication
- • Regular security updates
Organizational Measures
- • Staff training and awareness
- • Data processing agreements
- • Incident response procedures
International Transfers
When transferring data internationally, we ensure:
- • Adequacy decisions are in place
- • Standard contractual clauses are used
- • Binding corporate rules apply
- • Appropriate safeguards exist
- • Consent is obtained when required
- • Regular compliance monitoring
10. Service Availability and Performance
We strive to provide reliable and high-quality services, while acknowledging that technology systems may experience occasional interruptions.
Service Level Targets
Maintenance Windows
Scheduled Maintenance
- • Advance notice of 48-72 hours
- • Typically during off-peak hours
- • Duration minimized where possible
Emergency Maintenance
- • May occur without advance notice
- • For critical security or stability issues
- • Notification provided as soon as possible
Service Interruptions
Planned Downtime
Scheduled maintenance and updates with advance notification.
Unplanned Outages
Hardware failures, network issues, or other unforeseen problems.
Third-Party Issues
Problems with external services, ISPs, or infrastructure providers.
Disclaimer
While we strive for high availability, we cannot guarantee uninterrupted service. We are not liable for:
- • Service interruptions beyond our control
- • Third-party service failures
- • Internet connectivity issues
- • Force majeure events
- • User-caused outages
- • Scheduled maintenance periods
11. Limitation of Liability
This section outlines the extent of our liability and the remedies available to you in case of service issues or disputes.
Liability Limitations
Maximum Liability
Our total liability for any claim shall not exceed the amount paid by you for the specific service in the 12 months preceding the claim.
Excluded Damages
We are not liable for:
- • Indirect, incidental, or consequential damages
- • Loss of profits, revenue, or business opportunities
- • Data loss or corruption (beyond restoration efforts)
- • Third-party claims or damages
- • Punitive or exemplary damages
Exceptions to Limitations
Liability limitations do not apply to:
- • Death or personal injury caused by negligence
- • Fraud or fraudulent misrepresentation
- • Willful misconduct or gross negligence
- • Breach of confidentiality obligations
- • Intellectual property infringement
- • Violations that cannot be limited by law
Remedies and Mitigation
Primary Remedy
Re-performance of defective services at no additional cost.
Alternative Remedy
Refund of fees paid for the defective service portion.
Mitigation Duty
You must take reasonable steps to minimize damages and notify us promptly of issues.
Time Limitations
Claim Period
Claims must be brought within 12 months of the incident or when you reasonably should have discovered it.
Notice Requirement
Written notice of claims must be provided within 30 days of discovery.
Indemnification
Your Indemnification
You agree to indemnify us against claims arising from your use of services, violation of terms, or infringement of third-party rights.
Our Indemnification
We will defend against claims that our services infringe third-party intellectual property rights, subject to limitations.
12. Termination
Either party may terminate the service relationship under certain conditions. This section outlines the termination process and its effects.
Termination by You
For Convenience
30 days written notice for ongoing services; immediate for project-based work upon completion.
For Cause
Immediate termination for material breach that remains uncured after 15 days written notice.
Notice Requirements
Written notice must specify termination date and reason (if for cause).
Termination by Us
For Convenience
60 days written notice for ongoing services, with assistance in transition.
For Cause
Immediate termination for non-payment, breach of terms, or illegal activities.
Suspension Rights
We may suspend services immediately for security threats or policy violations.
Effects of Termination
Immediate Effects
- • Service access terminates
- • Outstanding invoices become due
- • Work in progress stops
- • Support obligations end
Ongoing Obligations
- • Confidentiality remains in effect
- • IP rights are preserved
- • Payment obligations continue
- • Data return/deletion as agreed
Data and Asset Return
Your Data
We will provide your data in a standard format within 30 days of termination, after which it may be deleted.
Our Property
You must return or delete all our confidential information, tools, and materials.
Work Product
Completed and paid-for work product will be delivered; work in progress may be subject to additional charges.
Transition Assistance
Upon termination, we may provide reasonable transition assistance including:
- • Documentation transfer
- • Knowledge transfer sessions
- • System access for migration
- • Reasonable support during transition
- • Coordination with new providers
- • Final project deliverables
Note: Transition assistance may be subject to additional fees and availability.
13. Dispute Resolution
We prefer to resolve disputes amicably and efficiently. This section outlines our dispute resolution process.
Resolution Process
Direct Negotiation
Parties attempt to resolve disputes through good faith discussions within 30 days.
Mediation
If negotiation fails, disputes proceed to mediation with a neutral third party.
Arbitration
Unresolved disputes are settled through binding arbitration under Indian Arbitration Act.
Arbitration Details
Governing Rules
Arbitration conducted under the Arbitration and Conciliation Act, 2015.
Seat and Language
Arbitration seat in Mumbai, India; proceedings in English.
Arbitrator Selection
Single arbitrator for disputes under ₹10 lakhs; panel of three for larger disputes.
Costs and Fees
Mediation Costs
Shared equally between parties unless otherwise agreed.
Arbitration Costs
Borne by the losing party unless arbitrator decides otherwise.
Legal Fees
Each party bears their own legal costs unless awarded by arbitrator.
Exceptions and Limitations
Court Jurisdiction
Courts in Mumbai, India have exclusive jurisdiction for matters not subject to arbitration.
Injunctive Relief
Either party may seek injunctive relief in court for IP violations or confidentiality breaches.
Small Claims
Disputes under ₹1 lakh may be resolved in appropriate small claims court.
Emergency Measures
Temporary restraining orders may be sought in court pending arbitration.
14. Governing Law and Jurisdiction
These terms and conditions are governed by Indian law, with specific courts having jurisdiction over disputes.
Applicable Law
Primary Jurisdiction
These terms are governed by the laws of India, without regard to conflict of law principles.
Specific Legislation
- • Information Technology Act, 2000
- • Indian Contract Act, 1872
- • Consumer Protection Act, 2019
- • Personal Data Protection Bill (when enacted)
Court Jurisdiction
Exclusive Jurisdiction
Courts in Mumbai, Maharashtra, India have exclusive jurisdiction over all disputes.
Hierarchy
- • District Courts for smaller claims
- • High Court of Bombay for appeals
- • Supreme Court of India as final authority
International Considerations
Foreign Clients
International clients agree to submit to Indian jurisdiction and law for all disputes.
Enforcement
Judgments may be enforced in other jurisdictions subject to local laws and treaties.
Regulatory Compliance
Services must comply with applicable local regulations in client jurisdictions.
Tax Obligations
Tax treatment governed by applicable tax treaties and local tax laws.
Regulatory Framework
Data Protection
Compliance with IT Rules 2011 and forthcoming Personal Data Protection legislation.
Digital Services
Adherence to Information Technology Act and related rules for digital services.
Consumer Rights
Consumer Protection Act provisions apply where clients qualify as consumers.
15. Changes to These Terms
We may update these terms from time to time to reflect changes in our services, legal requirements, or business practices.
Modification Process
Review and Update
We regularly review and update terms to ensure accuracy and compliance.
Publication
Updated terms are published on our website with the effective date clearly marked.
Notification
Significant changes are communicated via email or prominent website notice.
Types of Changes
Minor Updates
- • Clarifications and corrections
- • Contact information updates
- • Formatting improvements
Material Changes
- • Service scope modifications
- • Pricing structure changes
- • Liability limitations
- • New legal requirements
Your Rights
Review Period
30 days to review material changes before they take effect.
Objection Rights
Right to object to material changes and terminate services if unacceptable.
Continued Use
Continued use after effective date constitutes acceptance of new terms.
Emergency Changes
In exceptional circumstances, we may implement immediate changes for:
- • Security vulnerabilities
- • Legal compliance requirements
- • Service stability issues
- • Regulatory mandates
- • Court orders
- • Force majeure events
Such changes will be communicated as soon as reasonably possible.
16. Contact Information
For questions about these terms and conditions or our services, please contact us using the information below.
General Inquiries
[Your Address]
[City, State, PIN Code]
India
Legal and Compliance
For Legal Matters
- • Contract disputes
- • Intellectual property issues
- • Compliance inquiries
- • Terms and conditions questions
Data Protection Officer
For Privacy Matters
- • Data protection inquiries
- • Privacy rights requests
- • Data breach notifications
- • Consent management
Business Hours
Office Hours
Monday - Friday: 9:00 AM - 6:00 PM IST
Support Hours
Monday - Saturday: 9:00 AM - 8:00 PM IST
Emergency Contact
24/7 for critical issues (existing clients)