Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you or the entity you represent ("Client," "you," or "your") and Sonlens ("Company," "we," "us," or "our"), governing your access to our website, digital consultation, and all technical, design, development, and marketing engagements.

By accessing our website, requesting a project estimate, accepting a proposal, or executing a Statement of Work ("SOW"), you acknowledge that you have read, understood, and agree to be fully bound by these Terms. If you are entering into these Terms on behalf of an enterprise or organization, you warrant that you possess full legal authority to bind that entity.

Sonlens provides custom web engineering, mobile application development, UI/UX architecture, cloud solutions, and digital strategy. All client engagements are governed by individual Statements of Work (SOW), project proposals, or digital work orders that outline the agreed deliverables, milestones, and price structure.

• Strict Scope Boundaries: Services are strictly limited to the specific tasks and technical milestones enumerated in the executed SOW.
• Estimates vs. Fixed Scope: General discovery consultations, preliminary quotes, and timeline estimates are good-faith estimations and do not constitute fixed-price caps unless explicitly designated as a guaranteed fixed-price contract in a signed SOW.
• Change Orders & Out-of-Scope Requests: Any requested feature modifications, technical additions, alterations to signed design mockups, or supplemental deliverables requested by the Client constitute "Out-of-Scope Work." Out-of-Scope Work requires an executed written Change Order and will be billed at Sonlens' standard engineering rates (or agreed hourly rates) with an updated project delivery schedule.

Prompt client cooperation is indispensable for meeting project timelines. The Client agrees to actively collaborate, attend scheduled milestone reviews, and supply all necessary materials.

• Asset Delivery: The Client is solely responsible for supplying text content, high-resolution imagery, brand guidelines, fonts, third-party API credentials, domain access, and server authorizations in a timely manner.
• Review Turnaround: The Client must review deliverables and provide consolidated, actionable written feedback within five (5) business days of presentation.
• Client-Induced Delays: If the Client fails to provide requested assets, content, or milestone sign-offs within ten (10) consecutive business days, Sonlens reserves the right to place the project on official "Administrative Hold," reallocate technical staff to other client accounts, and adjust delivery deadlines.
• Reactivation Fee: Projects placed on Administrative Hold due to client inactivity for greater than thirty (30) days may be subject to a project reactivation fee of up to 15% of the total contract value to cover codebase re-orientation and resource rescheduling.

The Client agrees to compensate Sonlens in accordance with the payment schedule established in the applicable SOW.

• Non-Refundable Retainers: Unless explicitly stated otherwise in writing, all initial project deposits, mobilization retainers, and milestone payments are strictly non-refundable once engineering, research, or design work has commenced.
• Invoice Due Dates: All invoices issued by Sonlens are due upon receipt or within seven (7) calendar days of invoice date, unless otherwise agreed in writing.
• Late Payment Penalties: Unpaid balances past the due date will accrue interest at the rate of 1.5% per month (or the maximum statutory limit permissible by law, whichever is lower), calculated daily from the due date until paid in full.
• Suspension of Services & Access: If any invoice remains overdue by more than seven (7) days, Sonlens reserves the absolute right to suspend active development sprints, lock access to staging environments, withhold code commits, and pause production deployments until all outstanding arrears are satisfied. Sonlens shall not be liable for any damages or commercial delays caused by such suspension.
• Taxes: All fees are quoted exclusive of applicable goods and services tax (GST), sales taxes, or withholding taxes, which shall be borne solely by the Client.

Intellectual property rights are strictly governed to protect both parties while securing Sonlens' underlying proprietary technology:

• Sonlens Pre-Existing IP & Developer Tools: Sonlens retains exclusive and unencumbered ownership of all pre-existing code, proprietary boilerplates, architecture frameworks, starter repositories, development scripts, and generic design patterns ("Company Pre-Existing IP"). Upon full payment, Sonlens grants the Client a perpetual, non-exclusive, non-transferable, royalty-free license to utilize such Company Pre-Existing IP solely as integrated within the specific website or application delivered.
• Portfolio & Promotional Rights: Sonlens explicitly retains the irrevocable, perpetual, worldwide right to display the completed work, project screenshots, case study summaries, and Client trademarks/logos in Sonlens' digital portfolio, agency website, pitch decks, marketing collateral, and professional award competitions.

To preserve development velocity and avoid infinite revisions, our engagements operate under strict review parameters:

• Structured Revision Rounds: Design deliverables (such as wireframes and UI mockups) include up to two (2) rounds of consolidated Client revisions within the original scope. Any revisions requested after a phase has received written sign-off, or revisions beyond the allocated rounds, will be billed at standard hourly rates.
• Deemed Acceptance Rule: When Sonlens delivers a milestone, staging preview, or final release candidate, the Client has seven (7) calendar days to perform verification and provide an itemized list of bugs or discrepancies against the written SOW specifications. If the Client fails to provide written objections within seven (7) calendar days, or if the Client uses the deliverable in a live production environment, the deliverable is deemed irrevocably accepted and approved by the Client.

Sonlens takes pride in delivering robust, high-performance software. We provide the following limited warranty:

• 30-Day Bug Warranty: For a period of thirty (30) calendar days following final production deployment, Sonlens will rectify reproducible functional defects ("bugs") directly attributable to our custom code at no additional fee.
• Warranty Exclusions: This warranty strictly excludes: (a) issues arising from Client modifications or edits made by unauthorized third parties; (b) defects caused by updates to third-party APIs, web browsers, operating systems, or CMS core/plugin updates released after launch; (c) server or hosting environment outages; (d) malware or security compromises resulting from Client credential mishandling.
• Ongoing Maintenance: Following expiration of the 30-day warranty, any updates, feature adjustments, security patches, or technical support will require an active Monthly Maintenance Retainer or will be billed at standard hourly rates.

Modern web development frequently utilizes third-party infrastructures, cloud platforms, external APIs, and SaaS providers (e.g., AWS, Vercel, Stripe, SendGrid, Google Cloud, payment gateways, and domain registrars).

• Client Responsibility for Accounts: The Client is solely responsible for creating, funding, maintaining, and managing accounts and subscriptions with third-party providers.
• No Liability for Third-Party Failures: Sonlens exercises no control over third-party providers and disclaims any and all liability for downtime, API deprecations, rate limits, policy changes, pricing changes, or data breaches occurring on external platforms or third-party hosting servers.

The Client represents and warrants that all text, logos, trademarks, fonts, images, videos, audio, and technical assets supplied to Sonlens are owned by the Client or that the Client holds all required licenses, permissions, and rights to use them.

To the maximum extent permitted by applicable law:

• No Consequential Damages: In no event shall Sonlens, its officers, directors, employees, or partners be liable for any indirect, punitive, special, incidental, or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of programs or data, lost sales, or commercial downtime) arising out of the use or inability to use the deliverables or website.
• Liability Cap: Sonlens' total cumulative liability to the Client for any and all claims arising out of or related to these Terms, the website, or any Statement of Work, under any legal theory (whether in contract, tort, negligence, or strict liability), shall be strictly limited to the actual amount paid by the Client to Sonlens under the specific Statement of Work giving rise to the claim during the three (3) months immediately preceding the event.
• No Guarantee of Commercial Outcome: While Sonlens applies industry-leading engineering, design, and SEO best practices, Sonlens does not guarantee specific search engine rankings, visitor traffic, conversion rates, sales volumes, or commercial revenues.

Either party may terminate a project engagement under the following conditions:

• Termination for Convenience: The Client may terminate an ongoing engagement upon fourteen (14) days' prior written notice, subject to immediate payment for all hours worked, unbilled milestones underway, and committed third-party costs up to the effective termination date. All initial deposits remain non-refundable.
• Termination for Cause: Sonlens may terminate the agreement immediately without liability if: (a) the Client fails to cure a payment default within seven (7) days of notice; (b) the Client breaches confidentiality or IP provisions; (c) the Client engages in abusive or unprofessional conduct toward Sonlens team members; or (d) the Client remains unresponsive for greater than twenty-one (21) calendar days.
• Deliverable Handover upon Termination: Upon termination, deliverables and code repositories will only be released to the Client if all outstanding balances have been paid in full.

These Terms shall be governed by, construed, and enforced in accordance with the laws of India, without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the competent courts in Telangana, India for the resolution of any legal disputes.

For legal inquiries, contract review, or inquiries regarding these Terms of Service, please contact our contracts team at info.sonlens@gmail.com.