Master Service Agreement

This Master Service Agreement (the "Agreement") sets out the terms under which OpenRipples ("OpenRipples", "we", "us") provides design, development, and related services to a client ("Client", "you"). It governs the overall relationship between the parties. The specifics of each engagement, including scope, deliverables, timelines, and fees, are defined in a separate Statement of Work, proposal, or written confirmation (each, an "SOW"). By signing an SOW or otherwise engaging our services, you agree to this Agreement.

1. Definitions

• Services means the design, development, and related creative and technical work described in an SOW.

• Deliverables means the final work products OpenRipples delivers to the Client under an SOW.

• Client Materials means content, assets, logos, data, and credentials the Client provides for the Services.

• Background IP means intellectual property, tools, frameworks, libraries, and know-how owned or developed by OpenRipples independently of an SOW.

2. Services and Statements of Work

OpenRipples will provide the Services described in each SOW. Each SOW forms part of this Agreement. If an SOW conflicts with this Agreement, the SOW governs for that engagement only. No SOW is binding until agreed in writing by both parties.

3. Engagement and Term

This Agreement begins on the date the Client first engages our Services and continues until terminated under Section 18. Individual engagements begin and end as set out in the applicable SOW.

4. Client Responsibilities

To help us deliver on time, the Client agrees to:

• Provide clear requirements, objectives, and timely feedback.

• Supply necessary Client Materials, access, and approvals promptly.

• Assign a primary point of contact authorised to make decisions.

• Confirm it holds the rights to all Client Materials provided.

Delays in feedback, approvals, or materials may shift delivery timelines accordingly.

5. Fees and Payment

• Fees, payment schedule, and currency are set out in the applicable SOW.

• Work begins once the required kickoff payment or retainer is received.

• Invoices are payable within the period stated in the SOW, or within 15 days of the invoice date if not stated.

• Late payments may result in paused work and may accrue interest where permitted by law.

• Payments are non refundable except as expressly stated in an SOW or our Refund Policy.

6. Taxes and Expenses

Fees are exclusive of taxes. The Client is responsible for any applicable taxes, duties, or withholdings, except taxes based on OpenRipples' income. Pre-approved out-of-pocket expenses and third-party costs (such as licenses, fonts, stock assets, hosting, or plugins) will be billed to the Client where set out in the SOW.

7. Change Requests

Requests that fall outside the agreed scope, including additional revisions, features, or changes in direction, may require a revised estimate, timeline, and fee. OpenRipples will not proceed with out-of-scope work until the change is agreed in writing.

8. Intellectual Property

8.1 Client Materials

The Client retains all ownership of Client Materials. The Client grants OpenRipples a limited license to use them solely to perform the Services.

8.2 Deliverables

Upon full payment of all fees due under the applicable SOW, OpenRipples assigns to the Client the ownership rights in the final Deliverables created specifically for that engagement, excluding Background IP and third-party materials.

8.3 Background IP

OpenRipples retains all rights in its Background IP. Where Background IP is incorporated into a Deliverable, OpenRipples grants the Client a perpetual, non-exclusive license to use it as part of that Deliverable.

8.4 Third-Party Materials

Some Deliverables may include third-party materials subject to their own licenses. The Client is responsible for maintaining any such licenses. We will identify material third-party requirements before implementation where reasonably possible.

9. Confidentiality

Each party will protect the other's confidential information, use it only to perform or receive the Services, and not disclose it to third parties except to collaborators bound by confidentiality or as required by law. This obligation survives termination.

10. Data Protection

Each party will comply with applicable data protection laws in handling personal data exchanged under this Agreement. OpenRipples' handling of personal data is described in our Privacy Policy.

11. Warranties

OpenRipples warrants that the Services will be performed with reasonable skill and care and in a professional manner. Except as expressly stated, the Services and Deliverables are provided without further warranties of any kind, whether express or implied, to the maximum extent permitted by law.

12. Limitation of Liability

To the maximum extent permitted by law, OpenRipples will not be liable for loss of revenue or profits, business interruption, third-party claims, or indirect or consequential damages. OpenRipples' total aggregate liability under an engagement is limited to the fees paid by the Client for that engagement.

13. No Guarantee of Outcomes

OpenRipples does not guarantee specific commercial results. Business outcomes depend on factors beyond our control, including marketing, operations, and product decisions made by the Client.

14. Indemnification

The Client will indemnify OpenRipples against claims arising from Client Materials, the Client's use of the Deliverables, or the Client's breach of this Agreement. OpenRipples will indemnify the Client against third-party claims that the original elements of a Deliverable, as delivered, infringe that third party's intellectual property rights, excluding claims arising from Client Materials or third-party materials.

15. Independent Contractor

OpenRipples acts as an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

16. Subcontractors

OpenRipples may engage qualified subcontractors or freelancers to perform parts of the Services. OpenRipples remains responsible for the Services and for ensuring such parties are bound by appropriate confidentiality obligations.

17. Portfolio and Publicity

OpenRipples may showcase completed, non-confidential work in its portfolio, case studies, and marketing channels. We will not publish confidential or sensitive materials without approval. The Client may restrict portfolio usage by notifying us in writing.

18. Non-Solicitation

During an engagement and for 12 months after it ends, the Client agrees not to directly solicit for employment any OpenRipples team member or subcontractor introduced through the engagement, without OpenRipples' written consent.

19. Term and Termination

Either party may terminate an engagement with written notice as set out in the applicable SOW. Either party may terminate immediately if the other materially breaches this Agreement and fails to cure the breach within 15 days of written notice.

20. Effect of Termination

On termination, the Client will pay for all Services performed and expenses incurred up to the termination date. Sections relating to intellectual property, confidentiality, limitation of liability, indemnification, and non-solicitation survive termination. Transfer of ownership in Deliverables remains conditional on full payment.

21. Force Majeure

Neither party is liable for delays or failures caused by events beyond its reasonable control, including natural disasters, outages, or acts of government. Affected obligations are suspended for the duration of the event.

22. Governing Law and Disputes

This Agreement is governed by the laws of India, unless the parties agree otherwise in an SOW for international engagements. The parties will first attempt to resolve any dispute through good-faith discussion before pursuing formal proceedings.

23. Notices

Notices under this Agreement should be sent in writing to the email addresses the parties use for the engagement, and for OpenRipples to hi@openripples.com.

24. General

• This Agreement, together with each SOW, is the entire agreement between the parties on its subject matter.

• Any amendment must be in writing and agreed by both parties.

• If any provision is found unenforceable, the rest remains in effect.

• Neither party may assign this Agreement without the other's written consent, except in a merger or sale of substantially all assets.

• A failure to enforce any provision is not a waiver of it.

25. Contact

For any questions about this Agreement, contact us at:

OpenRipples
Email: hi@openripples.com