Master Services Agreement

1. Definitions

In this Master Services Agreement ("Agreement" or "MSA"), the following definitions apply:

2. Scope of Agreement

This MSA sets out the general terms and conditions governing all services provided by Networkz to the Client. Specific projects are governed by individual Statements of Work that incorporate this MSA by reference. In the event of a conflict between this MSA and an SOW, the SOW prevails with respect to the specific matter addressed therein.

This MSA does not govern use of the networkz.in website, which is subject to the separate Website Terms of Service.

3. Statements of Work

Each project engagement requires a separately executed SOW. The SOW will specify at minimum:

• Project name and background;
• Scope of work and explicit exclusions;
• Milestones, deliverables, and target dates;
• Fees and payment schedule;
• Acceptance criteria;
• Client-provided materials, access, and dependencies;
• Communication and reporting arrangements.

No development work will commence until the SOW and the initial deposit are received.

4. Change Requests

Any change to the scope, deliverables, timeline, or fees described in an SOW must be documented in a written Change Order signed (or confirmed by email) by both parties before implementation. Networkz will provide a written estimate of the impact of any proposed change on fees and timeline within a reasonable period of receiving a change request.

Verbal agreements to change scope are not binding. Networkz reserves the right to decline change requests that would materially alter the nature of an engagement.

5. Acceptance Testing

On delivery of each Milestone, the Client has 7 business days to review the Deliverables against the acceptance criteria in the SOW and either:

• Accept the Milestone in writing; or
• Reject the Milestone in writing, specifying the defects that do not conform to the acceptance criteria.

If the Client does not respond within 7 business days, the Milestone is deemed accepted. Each Milestone includes up to two rounds of revisions to correct genuine non-conformances with the SOW acceptance criteria. Revisions outside the acceptance criteria or involving new requirements constitute a change and require a Change Order.

6. Project Delays

6.1 Delays caused by Networkz

If Networkz anticipates a delay to a Milestone delivery date, it will notify the Client as early as practicable with a revised estimate. Delays caused solely by Networkz will not result in additional charges to the Client.

6.2 Delays caused by Client

Networkz's delivery obligations are contingent on the Client providing timely feedback, access, materials, and approvals as specified in the SOW. If the Client delays for more than 14 days beyond a scheduled feedback or approval point, Networkz may:

• revise the delivery timeline accordingly without penalty;
• charge a project re-scoping fee if the delay causes Networkz to reallocate resources.

7. Client Obligations

The Client agrees to:

• Provide timely access to all materials, systems, credentials, and personnel necessary for Networkz to perform the services;
• Review and respond to Milestone submissions within the acceptance period;
• Designate a primary point of contact with authority to make decisions;
• Ensure that any materials, content, or third-party software provided to Networkz do not infringe any third-party rights;
• Pay all Fees in accordance with the payment terms in this MSA and the applicable SOW.

8. Fees

Fees are as specified in the applicable SOW and are structured on a milestone basis. The deposit (30% of the total SOW value) is due on execution of the SOW. Subsequent milestone payments are due on Client approval of each Milestone, in accordance with the payment schedule in the SOW.

Fees quoted in an SOW are fixed for the scope described. Changes to scope will be priced separately in a Change Order.

9. Taxes

All fees quoted by Networkz are exclusive of any applicable taxes. At the date of this Agreement, Networkz is not registered for Goods and Services Tax (GST) in India. If Networkz becomes GST-registered during the term of an engagement, GST will be charged in addition to the agreed Fees at the applicable rate and with reasonable notice.

If the Client is required by applicable law to withhold Tax Deducted at Source (TDS) from payments to Networkz, the Client will:

• deduct TDS at the applicable rate;
• remit the withheld amount to the relevant tax authority; and
• provide Networkz with the applicable TDS certificate (Form 16A) within the statutory time period.

For international Clients: fees for software development services may qualify as "export of services" under Indian tax law. Networkz will provide reasonable assistance with documentation, but tax compliance is the Client's responsibility.

10. Payment Terms

• All payments shall be made by bank transfer (NEFT/RTGS/IMPS) or UPI to the bank account details provided in the SOW or invoice.
• Milestone payments are due within 7 business days of Milestone approval or deemed approval.
• The deposit is due within 5 business days of SOW execution.
• Time of payment is of the essence.

11. Late Payment

If the Client fails to pay any amount by the due date, Networkz may charge interest on the overdue amount at the rate of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower) from the due date until the date of actual payment. Interest will accrue daily and will be compounded monthly.

12. Suspension for Non-Payment

If any payment is more than 14 daysoverdue, Networkz may, after providing written notice, suspend all services under the relevant SOW until payment (including accrued interest) is received. Suspension under this clause does not affect Networkz's right to terminate for cause under Section 35.

13. Confidential Information

Each party ("Receiving Party") agrees to keep the other party's ("Disclosing Party's") Confidential Information strictly confidential and to use it only for the purposes of performing or receiving services under this Agreement.

The Receiving Party may disclose Confidential Information to its employees, contractors, and professional advisors on a strict need-to-know basis, provided they are bound by confidentiality obligations at least as protective as those in this clause.

These obligations do not apply to information that:

• is or becomes publicly known without breach of this Agreement;
• was already known to the Receiving Party at the time of disclosure;
• is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information;
• is received from a third party with the right to disclose it; or
• is required to be disclosed by law, court order, or regulatory requirement (in which case the Receiving Party will give the Disclosing Party prompt notice if legally permitted to do so).

These confidentiality obligations survive termination of this Agreement for a period of 3 years, except with respect to trade secrets, which are protected for as long as they qualify as such under applicable law.

14. Background Intellectual Property

Each party retains all rights, title, and interest in and to its Background IP. Nothing in this Agreement transfers or grants any rights in Background IP, except as expressly stated.

Networkz grants the Client a non-exclusive, non-transferable licence to use any Networkz Background IP that is incorporated into the Deliverables, solely to the extent necessary to use the Deliverables for the Client's internal business purposes. This licence terminates if the Client materially breaches this Agreement and fails to remedy the breach within 30 days of written notice.

15. Intellectual Property in Project Deliverables

15.1 IP Transfer on Final Payment

Upon receipt of full and final payment of all Fees under the applicable SOW, Networkz assigns to the Client all right, title, and interest, including all intellectual property rights, in and to the Foreground IP comprised in the Deliverables, free and clear of any encumbrance created by Networkz.

For the avoidance of doubt, IP in Deliverables does not transfer until all outstanding amounts (including any interest on late payments) have been paid. Until that time, Networkz retains ownership of the Deliverables and grants the Client a limited, non-exclusive, revocable licence to use them solely in connection with this Agreement.

15.2 Portfolio rights

Networkz may reference the existence and general nature of the engagement in its portfolio, marketing materials, and proposals (e.g., "Full-stack SaaS platform for a fintech startup"). Networkz will not disclose the Client's name, brand, or specific project details without the Client's prior written consent.

16. Open-Source Software

Deliverables may incorporate open-source software components licensed under OSI-approved licences (such as MIT, Apache 2.0, BSD, and similar permissive licences, or LGPL and other copyleft licences where appropriate to the project).

Networkz will identify material open-source dependencies in the SOW or in a bill of materials provided with the Deliverables. The Client acknowledges that:

• Open-source components are subject to their respective licence terms, which are not transferred or superseded by this Agreement;
• Responsibility for compliance with those licence terms transfers to the Client on IP transfer;
• Networkz will not incorporate open-source software subject to licence terms that would require the Client's proprietary business logic to be open-sourced, without the Client's prior written consent.

17. Third-Party Software and Services

Where Deliverables incorporate or are designed to operate with third-party software, APIs, platforms, or services (e.g., cloud providers, payment processors, mapping services):

• Such third-party software and services are subject to their own terms and licences, which the Client is responsible for complying with;
• Networkz does not provide any warranty in respect of third-party software or services and is not responsible for their availability, performance, or change in terms;
• Networkz will identify material third-party dependencies in the SOW.

18. Clarification of IP Ownership

For the avoidance of doubt, the following IP classification applies:

19. Moral Rights

To the fullest extent permitted by the laws of India, Networkz waives all moral rights in the Deliverables in favour of the Client. Where applicable law does not permit a full waiver, Networkz agrees not to assert those rights against the Client or its successors.

20. Warranties

Networkz warrants that:

• The Deliverables will materially conform to the acceptance criteria in the SOW for a period of 30 days from the date of final acceptance ("Warranty Period");
• Networkz has the authority to enter into this Agreement and to grant the IP rights described herein;
• The Deliverables, as delivered, will not knowingly infringe any third-party intellectual property rights;
• Networkz will perform the services with reasonable skill and care in accordance with good industry practice.

If a defect covered by this warranty is reported to Networkz within the Warranty Period, Networkz will, at its option, repair or replace the defective Deliverable or component at no additional charge. This is the Client's sole remedy for warranty claims.

21. Warranty Exclusions

The warranty in Section 20 does not apply to defects caused by:

• Modifications made by the Client or third parties after delivery;
• Misuse, negligence, or incorrect use of the Deliverables;
• Third-party software, APIs, or infrastructure outside Networkz's control;
• Changes in applicable law or regulatory requirements after delivery;
• Client-provided materials that are inaccurate, incomplete, or defective.

Except as expressly stated in this Agreement, all other warranties, conditions, and representations, whether express or implied by statute, common law, or otherwise, are excluded to the maximum extent permitted by applicable law.

22. Post-Warranty Support

After the expiry of the Warranty Period, ongoing maintenance, support, bug fixes, and updates are not included in the project Fees. Post-warranty support is available under a separately agreed maintenance retainer at rates to be agreed at that time.

Where a retainer is in effect, the retainer agreement (or an addendum to this MSA) will specify the scope of support, response times, and fees.

23. Service Levels (Retainer Engagements)

For engagements where Networkz provides ongoing maintenance or hosting-management retainer services, the service levels (including response times and uptime targets) will be specified in the applicable SOW or retainer agreement.

In the absence of a specific SLA in the SOW, Networkz will endeavour to acknowledge support requests within 1 business day and to provide a substantive response within 3 business days.

24. Security Obligations During Development

Networkz will apply security-conscious development practices in delivering the services, including:

• Input validation and output encoding to prevent common injection vulnerabilities;
• Parameterised database queries via ORM or prepared statements;
• HTTPS enforcement in all production deployments;
• Secrets management practices (no credentials in source code);
• Dependency auditing during the development period.

Networkz does not provide a security audit, penetration test, or certification of security as part of the standard services, unless explicitly included in the SOW.

25. Data Protection

Where the services involve the processing of personal data on behalf of the Client, the parties will execute a Data Processing Addendum ("DPA"), which will govern the processing of that personal data and forms part of this Agreement.

In the absence of a signed DPA, Networkz will process personal data only as necessary to deliver the services and will implement reasonable technical and organisational security measures as described in our Security Statement.

26. Export Compliance and Sanctions

Each party represents and warrants that it will perform its obligations under this Agreement in compliance with all applicable export control laws, trade sanction laws, and anti-bribery laws, including but not limited to applicable Indian laws and, where relevant, regulations of the European Union, the United States (OFAC, EAR, ITAR), and the United Kingdom.

Neither party will knowingly engage, directly or indirectly, in any transaction involving a country, entity, or individual that is subject to applicable trade sanctions or export restrictions. Each party warrants that it is not on any applicable sanctions list.

27. Force Majeure

Neither party will be liable for any delay or failure to perform its obligations under this Agreement to the extent that such delay or failure is caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, epidemic or pandemic, government action, war, civil unrest, strikes, prolonged power outages, or internet infrastructure failures.

A party seeking to rely on force majeure must notify the other party promptly and take reasonable steps to mitigate the impact. If a force majeure event continues for more than 60 days, either party may terminate the affected SOW on 14 days' written notice, in which case the parties will agree on a fair apportionment of fees paid for work completed.

28. Independent Contractor

Networkz is an independent contractor and is not an employee, agent, partner, or joint venturer of the Client. Nothing in this Agreement creates an employer-employee relationship. Networkz retains the right to determine the manner and means by which it delivers the services, subject to the requirements of the SOW.

29. Non-Solicitation

For a period of 12 monthsafter the conclusion of the most recent SOW under this Agreement, each party agrees not to directly solicit or recruit the other party's employees or key contractors who were involved in the engagement. This clause does not prevent either party from engaging individuals who respond to general public advertisements or recruitment campaigns.

30. Publicity Rights

Networkz may list the Client as a client on its website and in marketing materials, and may reference the general nature of the engagement in its portfolio. Networkz will not disclose the Client's brand, name, or specific project details without the Client's prior written consent.

The Client may not use Networkz's name, logo, or trademarks in any press release, publication, or marketing material without Networkz's prior written consent.

31. Assignment

Neither party may assign or transfer this Agreement, or any of its rights or obligations under it, without the other party's prior written consent, except that:

• Networkz may assign this Agreement to a successor entity in the event of a business transfer, merger, or reorganisation, provided the successor assumes all of Networkz's obligations.

Any purported assignment in violation of this clause is void.

32. Limitation of Liability

32.1 Cap on liability

To the fullest extent permitted by applicable law, each party's aggregate liability to the other party under or in connection with this Agreement (whether in contract, tort, or otherwise) shall not exceed the total Fees paid or payable by the Client to Networkz under the relevant SOW in the 3 months immediately preceding the event giving rise to the claim.

32.2 Exclusion of indirect loss

Neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive loss or damage, including loss of profits, loss of revenue, loss of goodwill, loss of data, or loss of business opportunity, whether or not foreseeable and whether or not the party has been advised of the possibility of such loss.

32.3 Exceptions

Nothing in this Agreement limits either party's liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation;
• wilful misconduct; or
• any other liability that cannot be excluded or limited by applicable law.

33. Indemnification

33.1 Indemnification by Client

The Client will indemnify, defend, and hold harmless Networkz against any claims, damages, losses, and expenses (including reasonable legal fees) arising from:

• the Client's breach of this Agreement;
• any claim that Client-provided materials infringe a third party's intellectual property rights;
• the Client's use of the Deliverables in a manner not permitted by this Agreement or applicable law.

33.2 Indemnification by Networkz

Networkz will indemnify, defend, and hold harmless the Client against any claims, damages, losses, and expenses (including reasonable legal fees) arising from:

• Networkz's wilful misconduct or fraud;
• any claim that the Deliverables, as delivered (excluding Client-provided materials and open-source components), infringe a third party's intellectual property rights under Indian law.

34. Termination for Convenience

Either party may terminate an SOW for convenience by giving 30 days' written notice to the other party.

On termination for convenience by the Client, the Client will pay all Fees for work completed and delivered to the date of termination, including a pro-rata portion of any milestone in progress. Networkz will refund any pre-paid Fees for work not yet commenced, less any costs already incurred.

On termination for convenience by Networkz, Networkz will refund all pre-paid Fees for work not yet commenced and will deliver to the Client all completed and paid-for Deliverables.

35. Termination for Cause

Either party may terminate this Agreement or any SOW immediately on written notice if:

• The other party commits a material breach of this Agreement and (if the breach is capable of remedy) fails to remedy it within 30 days of written notice specifying the breach;
• The other party becomes insolvent, makes an assignment for the benefit of creditors, or is subject to insolvency, bankruptcy, or winding-up proceedings.

36. Effect of Termination

On termination or expiry of this Agreement or any SOW:

• Each party will promptly return or destroy the other party's Confidential Information on request;
• Networkz will deliver to the Client all completed and fully paid-for Deliverables;
• Intellectual property in Deliverables that have been fully paid for will transfer to the Client;
• All licences granted under this Agreement terminate, except those relating to fully paid-for Deliverables;
• All accrued payment obligations survive termination.

37. Survival

The following provisions survive termination or expiry of this Agreement: Sections 1 (Definitions), 9 (Taxes), 13 (Confidentiality), 14 (Background IP), 15 (Foreground IP — for fully paid deliverables), 18 (IP Classification), 19 (Moral Rights), 20 (Warranties — for claims arising during the Warranty Period), 28 (Independent Contractor), 32 (Limitation of Liability), 33 (Indemnification), 36 (Effect of Termination), 37 (Survival), 38 (Governing Law), 39 (Dispute Resolution), and 44 (Notices).

38. Governing Law

This Agreement is governed by and construed in accordance with the laws of India. The parties submit to the exclusive jurisdiction of the courts of competent jurisdiction in Mumbai, Maharashtra, India, subject to the dispute resolution process in Section 39.

39. Dispute Resolution

39.1 Negotiation

If a dispute arises out of or in connection with this Agreement, the parties will first attempt to resolve it through good-faith negotiation between senior representatives within 30 days of written notice of the dispute.

39.2 Mediation

If the dispute cannot be resolved by negotiation, the parties will attempt to resolve it through mediation facilitated by a mutually agreed mediator within a further 30 days.

39.3 Arbitration

If the dispute is not resolved by mediation, it will be finally settled by binding arbitration under the Arbitration and Conciliation Act, 1996 (as amended), with a single arbitrator appointed by mutual agreement (or, failing agreement, by the relevant court). The seat of arbitration will be Mumbai, Maharashtra. The language of arbitration will be English. The arbitral award will be final and binding.

39.4 Injunctive relief

Nothing in this Section prevents either party from seeking emergency injunctive or interim relief from a court of competent jurisdiction where necessary to protect its intellectual property rights or Confidential Information.

40. Entire Agreement

This Agreement, together with all executed SOWs and any DPA or other addenda, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, understandings, and representations, whether oral or written, relating to that subject matter.

41. Amendment and Waiver

This Agreement may be amended only by a written instrument signed (or confirmed by email) by authorised representatives of both parties. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right.

42. Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable under applicable law, that provision will be modified to the minimum extent necessary to make it enforceable or, if modification is not possible, will be severed from this Agreement. The remaining provisions will continue in full force and effect.

43. Counterparts and Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic signatures (including those executed via DocuSign, Zoho Sign, or equivalent electronic signature platforms, or via email confirmation of acceptance) are accepted as legally binding and of equal effect as handwritten signatures.

44. Notices

All formal notices under this Agreement must be in writing and delivered by:

45. Signature and Execution Block

IN WITNESS WHEREOF, the parties hereto have executed this Master Services Agreement by their duly authorised representatives as of the date of execution specified below.