This page summarises the terms on which [Scalric legal entity name] ("Scalric", "we", "us") provides services. It has two parts:
- Part A: Website Terms of Use, which apply to anyone using scalric.com.
- Part B: Master Services Agreement (MSA) Summary, which sets out the principal commercial terms that apply to client engagements.
Important: Part B is a summary for transparency. Each engagement is governed by a signed Master Services Agreement, Order Form or Statement of Work ("SOW"). If this summary conflicts with a signed agreement, the signed agreement prevails.
A1. Acceptance. By accessing scalric.com you agree to these terms. If you do not agree, do not use the website.
A2. Permitted use. You may use the website for lawful business purposes. You must not: (a) attempt unauthorised access to our systems; (b) introduce malware or disrupt the site; (c) scrape or harvest data at scale without written consent; (d) use the site to infringe anyone's rights; or (e) misrepresent your identity or affiliation.
A3. Intellectual property. All website content, including text, graphics, logos, insights articles, and design, is owned by or licensed to Scalric and protected by intellectual property laws. You may view and share links to our content, and quote short extracts with attribution. Any other reproduction requires our written permission. "Scalric" and associated logos are our trademarks.
A4. Insights and third-party references. Articles in our Insights section, including case analyses of third-party companies, reflect our independent commentary based on publicly available information at the time of writing. They are for general information, are not professional, legal, financial, or investment advice, and do not imply any endorsement by or affiliation with the companies mentioned. Statistics and figures are attributed to their cited sources and may change.
A5. No reliance. Website content is provided "as is". Statements on the website, including industry statistics, are informational and do not constitute an offer, warranty, or guarantee of any outcome.
A6. Links. The website may link to third-party sites. We do not control and are not responsible for their content or practices.
A7. Contact submissions. Information you submit through "Talk to Us" or careers forms is handled under our Privacy Policy. Submitting an enquiry does not create a client relationship or confidentiality obligation until a written agreement is signed.
A8. Disclaimer and limitation. To the maximum extent permitted by law, we exclude all implied warranties regarding the website and will not be liable for indirect or consequential loss arising from its use. Nothing limits liability that cannot be limited by law (for example, fraud or death or personal injury caused by negligence).
A9. Changes. We may update these terms; the effective date above will change accordingly. Continued use constitutes acceptance.
A10. Governing law. These website terms are governed by the laws of [India], and the courts of [Bhubaneswar, Odisha] have exclusive jurisdiction, subject to Part B where an MSA applies.
| # | Topic | Summary of Standard Position |
|---|---|---|
| B1 | Structure | Engagements are documented through an MSA plus one or more SOWs or Order Forms. The SOW defines scope, deliverables, timeline, acceptance criteria, fees, and assumptions. Order of precedence: SOW → MSA → DPA (for data protection matters) → referenced policies. |
| B2 | Services | Software and SaaS development, AI solutions (including AI phone agents, booking and ordering apps, review-reply automation), data and automation, and consulting, as described in each SOW. |
| B3 | Delivery approach | Discovery, then agreed requirements, then iterative design and build with regular reviews, then phased launch and improvement. |
| B4 | Change control | Changes to scope, timeline, or fees are valid only if documented in a written change request signed by both parties. We will assess impact and respond promptly. |
| B5 | Fees and payment | Fixed-fee, time-and-materials, or subscription, as stated in the SOW. Invoices are payable within [30] days of the invoice date. Overdue sums accrue interest at [1.5% per month / the maximum permitted by law]. Fees exclude taxes (including GST/VAT/withholding), which the client bears unless law provides otherwise. Third-party costs (cloud, telephony, AI model usage, app-store fees) are passed through at cost unless the SOW bundles them. |
| B6 | Client responsibilities | Timely access to people, systems, content, and decisions; accurate information; nominating a decision-maker; and obtaining all consents needed for client data and end-user communications (including call recording and messaging consents). Delays caused by the client may adjust timelines and fees. |
| B7 | Acceptance | Deliverables are reviewed against the agreed acceptance criteria within [10] business days. Material non-conformities are corrected without extra charge. Deliverables are deemed accepted if no written rejection with reasons is received within that window or if put into production use. |
| B8 | Intellectual property | Client Materials remain the client's. Deliverables custom-built and fully paid for are assigned to the client, excluding Scalric Background IP (pre-existing tools, frameworks, libraries, templates, methodologies, and know-how), for which the client receives a perpetual, non-exclusive, worldwide, royalty-free licence to use as part of the Deliverables. Scalric retains the right to reuse general knowledge and non-confidential learnings. For SaaS products Scalric operates, the client receives a subscription right of use, not ownership. |
| B9 | Third-party and open-source components | Delivered subject to their own licence terms. We will tell clients about material third-party licences on request. |
| B10 | AI-specific terms | (a) Outputs of AI systems are probabilistic and may contain errors; the client is responsible for appropriate human oversight for its use case. (b) We will not use client data to train models made available to other customers without written consent. (c) Third-party model providers (for example, large language model and speech vendors) are sub-processors and are listed in the DPA. (d) The client is responsible for lawful use, including legal disclosures to end users that they are interacting with an AI system where required. (e) AI-generated content may not be eligible for intellectual property protection in every jurisdiction. |
| B11 | Confidentiality | Mutual. Each party protects the other's confidential information with at least reasonable care, uses it only for the engagement, and discloses it only to personnel and advisers who need to know. This survives for [5] years after termination, and indefinitely for trade secrets and personal data. Standard exceptions apply (public, already known, independently developed, legally compelled). |
| B12 | Data protection | Where Scalric processes personal data for the client, the Data Processing Addendum (Item 11) applies. |
| B13 | Warranties | Scalric warrants that services will be performed with reasonable skill and care by suitably qualified personnel, and that Deliverables will materially conform to the SOW for [90] days after acceptance. The remedy for breach is re-performance or correction or, failing that, refund of the fees paid for the non-conforming part. Except as stated, all warranties, including merchantability, fitness for a particular purpose, and uninterrupted or error-free operation, are excluded to the extent permitted by law. We do not guarantee specific business results; figures cited in our Insights are industry data, not commitments. |
| B14 | SaaS service levels | Where applicable, availability targets, support hours, and service credits are set out in the SOW or Order Form. Scheduled maintenance and force majeure are excluded. |
| B15 | Indemnities | Scalric indemnifies the client against third-party claims that Deliverables (as delivered, and used as permitted) infringe intellectual property rights, subject to usual conditions and exclusions (client modifications, combinations, client-specified designs). The client indemnifies Scalric against third-party claims arising from Client Materials and the client's unlawful use of the Deliverables. |
| B16 | Limitation of liability | Neither party is liable for indirect, consequential, or special loss, or loss of profits, revenue, goodwill, or data (to the extent permitted by law). Each party's total aggregate liability is capped at the fees paid or payable in the 12 months preceding the claim [or: 1x the total fees under the relevant SOW]. Caps do not apply to liability that cannot be limited by law, breach of confidentiality ([optional: super-cap of 2x fees]), the indemnity obligations above, or the client's obligation to pay fees. |
| B17 | Term and termination | Term as set out in the MSA/SOW. Either party may terminate for material breach uncured within [30] days of notice, or immediately upon the other's insolvency. The client may terminate a SOW for convenience on [30] days' written notice, paying for work performed, committed third-party costs, and any agreed wind-down fees. On termination: payment of accrued fees, return or deletion of confidential information, and reasonable transition assistance (charged at then-current rates). |
| B18 | Non-solicitation | Neither party will directly solicit the other's personnel involved in the engagement during the term and for [12] months after, excluding responses to general advertising. |
| B19 | Subcontracting | Scalric may use vetted subcontractors and remains responsible for their performance. Sub-processors of personal data are governed by the DPA. |
| B20 | Publicity | Neither party uses the other's name or logo without prior written consent, except that Scalric may list the client as a customer if the client agrees in the SOW. |
| B21 | Compliance | Both parties comply with applicable laws, including anti-bribery, sanctions, export control, and anti-slavery requirements. |
| B22 | Force majeure | Neither party is liable for delay or failure caused by events beyond reasonable control (excluding payment obligations). If prolonged beyond [60] days, either party may terminate the affected SOW. |
| B23 | Notices | In writing, to the addresses in the MSA, with a copy by email to [legal@scalric.com]. |
| B24 | Governing law and disputes | Laws of [India]. Disputes are first escalated to senior executives for [30] days. Unresolved disputes are referred to arbitration under the [Arbitration and Conciliation Act, 1996 / ICC / SIAC / LCIA] rules, seat [Bhubaneswar / Singapore / London], conducted in English before [one / three] arbitrator(s). Either party may seek urgent injunctive relief from a competent court to protect confidential information or intellectual property. |
| B25 | General | Entire agreement; amendments in writing; assignment only with consent (except to an affiliate or on a merger or sale of business); severability; no waiver; independent contractors; counterparts and e-signature. |
Contact: legal@scalric.com · [Registered address]