Effective Date: January 21, 2026
MASTER SERVICE AGREEMENT & BINDING TERMS OF USE
This Master Service Agreement (hereinafter referred to as the "Agreement") constitutes a legally
binding, enforceable, and irrevocable contract containing the terms and conditions governing the
engagement between Buxi Nexus (hereinafter referred to as the "Company", "Service
Provider", "Us", or "We"), a distinct legal entity operating under the laws of India, and the entity or
individual engaging our services (hereinafter referred to as the "Client", "You", or "Your"). By
accessing our digital infrastructure, commissioning our services, or engaging in any commercial
transaction with Buxi Nexus, you unequivocally acknowledge that you have read, comprehended, and agreed
to be bound by the entirety of the stipulations herein without reservation. If you do not assent to
these terms in their absolute totality, you are expressly prohibited from utilizing our services and
must immediately cease all interactions.
Whereas the Company is engaged in the business of providing high-end technological solutions, and whereas the Client desires to engage the Company for such services, the parties agree as follows. "Deliverables" shall refer to the specific software, designs, or code produced. "Confidential Information" shall imply all non-public proprietary data. "Force Majeure" constitutes events beyond reasonable control.
The Company agrees to provide expert technological services, the specifics of which may include, but are not limited to, full-stack web application development, native mobile application engineering, enterprise-grade software architecture, algorithmic artificial intelligence integration, API middleware development, and comprehensive UI/UX design paradigms (collectively, the "Services"). The precise contours, technical specifications, and milestones of the engagement shall be strictly and exclusively delineated in the associated Statement of Work (SOW), Proposal, or Invoice. Any undertaking or task not explicitly enumerated within said documents is hereto deemed outside the scope of this Agreement. The Company reserves the prerogative to utilize third-party libraries, open-source frameworks, or sub-contractors as deemed necessary for optimal project execution.
The Client expressly warrants and represents that they possess the full legal authority to enter into this Agreement. The Client covenants to provide, in a timely and efficient manner, all necessary assets, credentials, functional requirements, and definitive feedback required for the successful prosecution of the project. The Client assumes sole and absolute responsibility for the legality, accuracy, and intellectual property rights of all content provided to the Company. The Client hereby agrees to indemnify, defend, and hold harmless Buxi Nexus, its directors, officers, agents, and successors from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to the Client’s violation of these Terms or use of the Services, specifically including any claims of copyright infringement regarding materials supplied by the Client.
4.1 Consideration: In consideration of the performance of the Services, the Client agrees to remunerate the Company in accordance with the fee schedule outlined in the Invoice. All monetary values are expressed in the agreed currency.
4.2 Irrevocability of Payments: The Client explicitly acknowledges and agrees that all payments remitted to Buxi Nexus are deemed earned upon receipt, are final, conclusive, and strictly non-refundable under any and all circumstances, once the preliminary phase of work has commenced. This clause stands absolute regardless of the project's completion status should the termination arise from Client volition or breach.
4.3 Default in Payment: In the event of any delay, default, or failure to remit payment by the stipulated due date, Buxi Nexus reserves the unfettered right to immediately suspend all Services, withhold delivery of any Work Product, and revoke any licenses granted herein, without liability or prejudice to its right to recover outstanding debts.
While Buxi Nexus shall exercise commercially reasonable efforts to adhere to the projected timeline estimates provided in the SOW, the Client acknowledges that software development is an iterative and complex process subject to unforeseen technical exigencies. Consequently, time shall not be of the essence unless explicitly stated in a separate written addendum. The Company shall not be held liable for delays occasioned by Client’s failure to provide timely feedback, scope creep, or third-party API downtimes.
6.1 Pre-existing IP: Buxi Nexus retains all right, title, and interest in and to its proprietary background technology, pre-existing code, frameworks, methodologies, and know-how used in the delivery of Services.
6.2 Deliverables: Subject to the condition precedent of full and final payment of all fees and charges, Buxi Nexus hereby assigns to the Client the ownership of the final developed custom source code and design assets. Prior to such full payment, the legal title and ownership of all work products remain exclusively vested in Buxi Nexus.
6.3 Residual Rights: The Company retains the right to reuse generic code segments, libraries, and knowledge gained during the engagement for future projects, provided they do not contain Client’s Confidential Information.
Any deviations from the agreed Scope of Work, including but not limited to additional features, design overhauls, or functional alterations, shall constitute a "Change Request." Such requests must be documented in writing and may be subject to re-estimation of costs and timelines. The Company is under no obligation to undertake such modifications until a revised Commercial Agreement is executed.
THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, BUXI NEXUS SPECIFICALLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED, OR INVULNERABLE TO SECURITY BREACHES.
IN NO EVENT SHALL BUXI NEXUS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (I) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (II) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY. THE AGGREGATE LIABILITY OF THE COMPANY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE SHALL NOT EXCEED THE AMOUNTS PAID BY THE CLIENT TO THE COMPANY IN THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
Buxi Nexus reserves the unilateral right to terminate this Agreement or suspend Services immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms. Upon termination, your right to use the Service will immediately cease. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
This Agreement shall be governed by, interpreted, and construed in accordance with the substantive laws of the Republic of India, without regard to its conflict of law principles. Any dispute, controversy, or claim arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the competent courts located in New Delhi, India. The parties hereby waive any objection to venue in such courts.
Neither party shall be held liable or responsible to the other party nor be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of the Client to make payments to the Company hereunder) when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's reasonable control, including, without limitation: (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; and (g) shortage of adequate power or telecommunications or transportation facilities.
14.1 Definition: "Confidential Information" means all non-public, proprietary information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
14.2 Obligations: Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information.
During the term of this Agreement and for a period of twelve (12) months thereafter, the Client agrees not to, directly or indirectly, solicit, recruit, induce, or encourage any employee, contractor, or consultant of Buxi Nexus to leave their employment or engagement with the Company, or to hire any such person in any capacity, without the prior written consent of Buxi Nexus.
Any dispute, controversy, or claim arising out of or relating to this Agreement, including the validity, invalidity, breach, or termination thereof, shall be settled by arbitration in accordance with the Indian Arbitration and Conciliation Act, 1996. The seat of the arbitration shall be New Delhi, India. The language of the arbitration shall be English. The detailed award shall be final and binding on both parties.
If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such provision will be enforced to the maximum extent permissible, and the other provisions of this Agreement will remain in full force and effect. This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous understandings.