Terms of Service

These Terms of Service ("Terms") govern your use of https://plenitude.in and any services provided by Plenitude Systems Private Limited ("Plenitude", "we", "us", "our") through its services arm Plenitude Studios. By using this website or engaging our services, you ("Client", "you") agree to these Terms. If you do not agree, do not use the website or our services.

These Terms are a summary of how we work. They apply by default to every engagement. Specific commercial terms — scope, deliverables, price, timeline — are recorded in a separate Statement of Work ("SOW") signed for each engagement. Where these Terms conflict with a signed SOW, the SOW prevails.

1. Our services

Plenitude Studios provides professional services including:

• Website Building — design and development of marketing and product websites.
• App Building — design and development of mobile, desktop and cross-platform applications.
• Digital Marketing — search engine optimisation, content, and growth services.

Specific deliverables, exclusions, milestones and acceptance criteria are defined in each SOW.

2. Engagement process

• An engagement begins only when both parties have signed a written SOW (or accepted one in writing by email) and you have paid the agreed upfront amount.
• Discovery calls, written proposals, indicative quotes and prior discussions are not binding engagements and create no obligation on either party.
• Any change to scope, deliverables, timeline or price requires a written change order signed by both parties.

3. Fees, invoicing and payment

• Fees are as stated in the SOW, exclusive of applicable taxes (GST is added on Indian invoices at the prevailing rate).
• Standard fixed-price engagements are billed 40% on signing, 30% on milestone delivery, and 30% on final delivery, unless the SOW states otherwise.
• Retainers (e.g. Digital Marketing) are billed monthly in advance.
• Invoices are payable within 7 days of issue via the methods specified on the invoice.
• Late payments accrue interest at 1.5% per month (or the maximum permitted by law, whichever is lower) from the original due date until paid in full.
• We may suspend delivery if any undisputed invoice is overdue by more than 15 days.
• Out-of-pocket expenses (third-party services, paid tools, stock assets, travel) are billed at cost where pre-approved in writing.

4. Intellectual property

Pre-existing IP. Each party retains ownership of any intellectual property it owned before the engagement or develops independently of it.

Deliverables. Subject to full payment of all amounts due, Plenitude assigns to you all right, title and interest in the bespoke, project-specific deliverables created for you under the SOW. Until full payment, all deliverables remain Plenitude's property and you have no licence to use them.

Plenitude tools and know-how. Plenitude retains all rights in its general methodologies, frameworks, internal tools, code libraries, design systems and know-how, whether developed before or during the engagement. Where these are embedded in a deliverable, we grant you a perpetual, worldwide, royalty-free, non-exclusive licence to use them as part of that deliverable.

Third-party components. Open-source and third-party components included in a deliverable remain governed by their respective licences. We will document material third-party components on request.

Portfolio rights. Unless your SOW expressly prohibits it, Plenitude may name you as a client, reference the engagement in case studies, and reproduce non-confidential screenshots of public-facing deliverables in our portfolio and marketing materials.

5. Confidentiality

Each party will treat the other party's non-public business, technical and commercial information as confidential, use it only for the engagement, and protect it with at least the same degree of care it applies to its own confidential information (and no less than a reasonable standard). This obligation continues for 3 years after the engagement ends. It does not apply to information that is publicly known, was rightfully known before disclosure, is independently developed, or must be disclosed by law.

6. Client responsibilities

• You will provide timely access to the information, content, accounts, approvals and people we need to deliver the services.
• You warrant that any content, data, trademarks or other materials you provide are owned by you or properly licensed, and that we may lawfully use them in the deliverables.
• You are responsible for the legality of your end-use of the deliverables, including any sector-specific regulatory or compliance requirements.
• Project timelines are based on agreed turnaround times for your reviews and approvals. Delays in your input may extend the schedule and, where they cause material rework, the cost.

7. Warranties

We warrant that the services will be performed with reasonable care and skill, by personnel competent for the task, and in conformity with the SOW. For deliverables that are software, we warrant that, for 30 days following final delivery, they will operate substantially in accordance with the SOW under normal use, and we will remedy material non-conformities reported in this period at no additional cost.

Except as expressly stated in these Terms or the SOW, we make no other warranties of any kind, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

8. Limitation of liability

To the maximum extent permitted by law:

• Neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary or punitive damages, including loss of profits, revenue, data, goodwill or business opportunity, arising out of or in connection with these Terms, even if advised of the possibility of such damages.
• Each party's total aggregate liability arising out of or in connection with any engagement under these Terms, regardless of the cause of action, is capped at the total fees actually paid by the Client to Plenitude under the relevant SOW in the 12 months immediately preceding the event giving rise to the claim.
• The above limitations do not apply to (i) wilful misconduct or fraud, (ii) breach of confidentiality obligations, (iii) infringement of the other party's intellectual property, or (iv) any liability that cannot be limited or excluded by Indian law.

9. Indemnification

Each party will indemnify, defend and hold harmless the other against third-party claims arising out of (i) its breach of these Terms or the SOW, (ii) its negligence or wilful misconduct, or (iii) for the Client, the use of content or materials provided by the Client that infringe a third party's rights.

10. Termination

• Either party may terminate an engagement for convenience by giving at least 15 days' written notice. The Client remains liable for fees for work completed up to the effective termination date and for non-cancellable third-party costs already committed in writing on the Client's behalf.
• Either party may terminate immediately if the other party (i) commits a material breach that is not cured within 15 days of written notice, or (ii) becomes insolvent, makes a general assignment for the benefit of creditors, or is the subject of insolvency proceedings.
• On termination, each party will promptly return or destroy the other's confidential information except as required by law to retain.

11. Force majeure

Neither party is liable for any delay or failure in performance caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government action, pandemic, internet or utility outages, or third-party platform failures. The affected party will use reasonable efforts to mitigate the impact and resume performance promptly.

12. Dispute resolution

The parties will first attempt to resolve any dispute through good-faith discussions between authorised representatives. If unresolved within 30 days, the dispute will be referred to a sole arbitrator under the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration is Chennai, Tamil Nadu. The language of arbitration is English. The award is final and binding.

13. Governing law and jurisdiction

These Terms are governed by the laws of India. Subject to Section 12 (Dispute Resolution), the courts at Chennai, Tamil Nadu have exclusive jurisdiction over any matter arising out of or in connection with these Terms.

14. General

• Independent contractor. Plenitude is engaged as an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment or agency relationship.
• Notices. Legal notices must be sent in writing to legal@plenitude.in and are deemed received on delivery.
• Assignment. Neither party may assign these Terms without the other party's written consent, except to a successor in connection with a merger, acquisition or sale of all or substantially all of its assets.
• Severability. If any provision of these Terms is held unenforceable, the remaining provisions remain in full effect.
• Waiver. No failure or delay in exercising a right under these Terms operates as a waiver of that right.
• Entire agreement. These Terms, together with the SOW and any documents expressly referenced in the SOW, constitute the entire agreement between the parties and supersede all prior discussions and understandings on the subject.
• Updates. We may update these Terms from time to time. Existing engagements continue to be governed by the version in force when the SOW was signed unless the parties agree otherwise in writing.

15. Contact

Questions about these Terms? Contact legal@plenitude.in.

Plenitude Systems Private Limited · CIN: U62012TN2026PTC192818 · Registered office: 2/168, West Street, 1st Floor, Cholavandipuram, Tirukkoyilur, Villupuram – 605751, Tamil Nadu, India