STANDARD TERMS AND CONDITIONS OF SALE
(Universal – India & International Clients)
Last Updated: 1st January 2026
1. PRECEDENCE OF TERMS
These Standard Terms and Conditions of Sale (“Terms”) shall prevail over any purchase conditions or standard terms of the Client, even if such terms are issued after these Terms.
Any deviation or modification shall be valid only if expressly agreed in writing and signed by an authorized representative of Primacy Infotech Private Limited (“Company”).
2. SCOPE OF SERVICES
The Company provides, including but not limited to:
ERP implementation (Odoo – Community & Enterprise)
Software development (web, mobile, AI, integrations)
Software licensing & subscription
Consulting, customization, training & support
Hosting, cloud, digital marketing, and automation services
All services are provided on a best-effort basis unless expressly stated otherwise in writing.
3. PRICING & WORK HOURS
3.1 Hourly Rates
Unless otherwise agreed in writing:
For Indian Clients
Web Design: ₹600 / 10 usd per hour
Web Development (PHP): ₹800 / 12 USD per hour
Mobile App Development: ₹1,200 / 15USD per hour
For International / ERP Clients
Odoo Implementation: USD 30 per hour
Odoo Development / Customization: USD 40 per hour
3.2 Package Limits
Each package includes a defined number of work hours.
Once the included hours are exhausted, additional work shall be billed at the applicable hourly rate.
Example:
A ₹30,000 web design package includes a maximum of 50 hours.
4. PAYMENT TERMS
Invoices are payable within 21 working days from the invoice date unless stated otherwise.
Payments shall be made without set-off or deduction.
4.1 Late Payment
In case of delayed payment:
Interest of 10% per annum may be charged on the outstanding amount.
The Company reserves the right to suspend services, access, or delivery without prior notice.
4.2 Debt Recovery
If payment remains outstanding beyond 60 days, the Company may initiate recovery proceedings through legal or collection agencies.
All recovery and legal costs shall be borne by the Client.
5. TAXATION, GST & WITHHOLDING TAX
5.1 GST
GST shall be charged as applicable under Indian law.
The Company confirms its GST registration is valid as of the invoice date.
5.2 Withholding Tax (India & International)
Any withholding tax, TDS, or similar levy imposed by local laws of the Client’s country shall be borne by the Client.
The invoice amount payable to the Company shall be grossed-up, ensuring the Company receives the full invoiced value.
6. INCOME TAX & TDS DECLARATIONS
6.1 Software License (Section 194J)
No TDS is applicable on acquisition of software licenses as per:
Notification No. 12/2012 dated 13.06.2012
Provided no modification is made to the supplied software.
6.2 Web Hosting & Promotion Services
No TDS is applicable as per:
ESM Sys Pvt. Ltd. vs ITO (ITA No. 350/Ahd/2018)
Applicable provisions of relevant Double Taxation Avoidance Agreements (DTAA)
Provided the Company has no Permanent Establishment (PE) in the Client’s country.
6.3 Professional & Technical Services
Where applicable, TDS shall be deducted under Section 194J at 2%, including:
Software development
ERP implementation
Website design & maintenance
Technical consultancy
Audio/video and digital services
7. DELIVERY & PERFORMANCE
The Company shall use reasonable efforts to meet agreed timelines.
However:
All obligations are obligations of means, not results.
Delays caused by client dependencies, third-party tools, data unavailability, or force majeure shall not constitute breach.
8. CLIENT RESPONSIBILITIES
The Client shall:
Provide timely access, approvals, content, and data
Ensure legality and ownership of all materials provided
Nominate a single point of contact for coordination
Delays caused by the Client shall extend timelines proportionately.
9. LIMITATION OF LIABILITY
The Company shall not be liable for indirect, incidental, or consequential damages, including loss of profit or data.
Total liability, if any, shall be limited to the fees actually paid for the specific service giving rise to the claim.
The Company shall not be made a third party in any end-customer dispute.
10. CLAIMS & DISPUTES
Any claim must be notified by registered post or official email within 8 days of service delivery or milestone completion.
Failure to notify shall constitute acceptance of services.
11. INTELLECTUAL PROPERTY
All pre-existing IP, frameworks, modules, and tools remain the exclusive property of the Company.
Ownership of custom deliverables shall transfer only after full payment.
The Company reserves the right to reuse generic components, logic, and know-how.
12. CONFIDENTIALITY & DATA PROTECTION
Both parties shall maintain confidentiality of proprietary and business information.
The Company complies with reasonable data protection and security practices but does not guarantee absolute immunity from cyber risks.
13. TERMINATION
Either party may terminate:
For material breach with 15 days’ written notice
Immediately in case of non-payment
All completed work and outstanding invoices become payable immediately upon termination.
14. FORCE MAJEURE
The Company shall not be liable for failure due to events beyond reasonable control, including:
Natural disasters
Government actions
Internet or cloud service failures
Cyber incidents
Pandemic or labor disruptions
15. GOVERNING LAW & JURISDICTION
These Terms shall be governed by the laws of India.
Courts at Kolkata, West Bengal, shall have exclusive jurisdiction.
16. DECLARATION
Certified that all particulars mentioned in the invoice are true and correct to the best of our knowledge and records.