General Client Service Agreement

Apr 20, 2026

This General Client Service Agreement (“Agreement”) is entered into between Zauber
Technologies (“Zauber”, “we”, “us”, or “our”) and the client identified in the applicable
Statement of Work, quotation, proposal, or purchase order (“Client”).

Scope of Services
Zauber Technologies may provide services including:
• Zoho implementation and consulting;
• Business process automation;
• CRM implementation and customization;
• Zoho Creator development;
• HRMS and payroll implementation;
• Finance and accounting automation;
• Analytics and reporting;
• API and third-party integrations;
• Website development;
• Mobile application development;
• Custom software development;
• Cloud support;
• Technical consulting;
• Maintenance and support services.
The exact scope will be defined in the applicable Statement of Work (“SOW”), quotation, or
proposal.
Statement of Work
Each project may be governed by a separate SOW specifying:
• Scope;
• Deliverables;
• Timeline;
• Responsibilities;
• Commercials;
• Payment milestones;
• Assumptions;
• Exclusions;
• Acceptance criteria;
• Support terms.
If there is a conflict between this Agreement and an SOW, the SOW will prevail for the
specific project.
Client Responsibilities
The Client agrees to:
• Provide accurate information;
• Provide timely access to required systems;
• Provide necessary credentials and permissions securely;
• Provide required data and documentation;
• Review deliverables within agreed timelines;
• Provide timely feedback;
• Attend required meetings;
• Complete testing and approvals;
• Make payments according to agreed terms.
Delays caused by the Client may affect project timelines and costs.
Project Timeline
Project timelines are based on information, approvals, access, dependencies, and
resources available at the time of planning.
Timelines may change due to:
• Scope changes;
• Delayed approvals;
• Delayed data;
• Third-party dependencies;
• API limitations;
• Software platform changes;
• Client-side delays;
• Force majeure events.
Change Requests
Any requirement outside the agreed scope may be treated as a Change Request.
A Change Request may result in additional:
• Development effort;
• Consulting hours;
• Project timeline;
• Commercial charges.
Zauber may provide a separate estimate or quotation before commencing additional work.
Fees and Payment
The Client agrees to pay fees according to the applicable quotation, SOW, invoice, or
agreed payment schedule.
Applicable taxes will be charged separately where required.
Unless otherwise agreed in writing, invoices are payable within the agreed payment period.
Third-Party Licenses
Third-party software subscriptions and licenses are separate from Zauber’s professional
service fees unless specifically stated otherwise.
Third-party pricing, features, limitations, availability, renewals, and terms are controlled by
the relevant provider.
Intellectual Property
Ownership of custom-developed deliverables will be determined by the applicable SOW or
agreement.
Unless expressly transferred to the Client in writing, Zauber retains ownership of its:
• Pre-existing code;
• Frameworks;
• Libraries;
• Templates;
• Utilities;
• Methods;
• Tools;
• Know-how;
• Reusable components.
Third-party software and components remain subject to their respective licenses.
Client Content
The Client retains ownership of materials and data supplied by the Client.
The Client grants Zauber the necessary rights to use such materials solely for performing
the agreed services.
Confidentiality
Both parties agree to maintain reasonable confidentiality regarding confidential business,
technical, financial, operational, and commercial information received from the other
party.
Where required, the parties may execute a separate NDA.
Data and Security
The Client remains responsible for ensuring that data provided to Zauber may legally be
processed for the agreed services.
Zauber will take reasonable measures to protect information under its control.
The parties may agree to additional security requirements where required for a particular
project.
Acceptance of Deliverables
Where acceptance criteria are defined in an SOW, the Client shall review deliverables
within the agreed review period.
If the Client identifies issues that fall within the agreed scope and acceptance criteria,
Zauber will address such issues in accordance with the applicable SOW.
Warranty and Defect Correction
Unless otherwise stated in the applicable SOW, Zauber may provide a limited period for
correcting reproducible defects in deliverables that do not materially conform to the
agreed requirements.
The warranty does not cover:
• New requirements;
• Changes made by third parties;
• Changes made by the Client;
• Changes to third-party platforms;
• Incorrect Client data;
• Issues outside the agreed scope;
• Unsupported customizations;
• Changes in third-party APIs.
Support and Maintenance
Support and maintenance services will be provided according to the applicable support
plan or agreement.
Support services may be charged separately from implementation or development
services.
Suspension of Services
Zauber may suspend services where:
• Payments remain overdue;
• Required access is unavailable;
• Client instructions create legal or security concerns;
• Continued work is not reasonably possible;
• The Client materially breaches the agreement.
Termination
Either party may terminate an engagement according to the termination provisions
specified in the applicable SOW or agreement.
Upon termination, the Client remains responsible for fees and costs incurred up to the
effective termination date, including approved third-party commitments.
Limitation of Liability
To the maximum extent permitted by applicable law, Zauber shall not be liable for indirect,
incidental, special, consequential, or exemplary losses arising from the services.
Any liability limitations or caps applicable to a specific project will be stated in the
applicable SOW or agreement.
Nothing in this Agreement excludes liability that cannot legally be excluded.
Third-Party Dependencies
Zauber may depend on third-party software, APIs, hosting providers, payment gateways,
cloud infrastructure, integrations, or other services.
Zauber is not responsible for failures or changes originating from third-party providers
beyond Zauber’s reasonable control.
Force Majeure
Neither party shall be responsible for failure or delay caused by circumstances beyond
reasonable control, including natural disasters, war, government actions, major
infrastructure failures, widespread technology outages, or similar events.
Non-Solicitation
During the project and for a period agreed in the applicable SOW, the Client shall not
knowingly solicit or directly hire personnel assigned by Zauber to the project without
Zauber’s prior written consent.
Any applicable non-solicitation period and fee should be expressly stated in the relevant
SOW.
Governing Law
This Agreement shall be governed by the laws of India.
Subject to any agreed dispute-resolution mechanism, courts having jurisdiction in Mumbai,
Maharashtra, India shall have jurisdiction.
Entire Agreement
This Agreement together with the applicable SOW, quotation, proposal, purchase order,
and other expressly incorporated documents constitutes the agreement between the
parties regarding the relevant services.
Amendments
Any material amendment to the Agreement or SOW should be made in writing and
approved by both parties.
Notices
Formal notices under this Agreement shall be sent to the contact details specified in the
applicable SOW or agreement.
Contact
Zauber Technologies
Mumbai, Maharashtra, India
Email: monik@zauber.in
Website: www.zauber.in