1
Scope of Work
The scope of this engagement is defined in the Scope of Work section
of this proposal. Any work requested beyond the described scope will be treated as a
change request and will be estimated, quoted, and agreed upon in writing
before work begins.
Minor clarifications and adjustments within the spirit of the original scope are included.
However, new features, additional pages, or significant design changes beyond the agreed
deliverables constitute scope additions.
2
Payment Terms
Payments are structured in four milestones as detailed in the
Payment Schedule:
- Milestone 1 (30%): ₹1,20,000 — Due at project kickoff / contract signing
- Milestone 2 (20%): ₹80,000 — Due upon design approval (end of Week 2)
- Milestone 3 (25%): ₹1,00,000 — Due at development midpoint (end of Week 6)
- Milestone 4 (25%): ₹1,00,000 — Due at final delivery and launch (end of Week 10)
Invoices are payable within 7 business days of issue. Late payments may result
in a pause of work until the outstanding amount is settled. GST (18%) is applicable as per
Indian tax regulations and will be charged in addition to the quoted amounts.
Accepted payment methods: Bank Transfer (NEFT/RTGS/IMPS), UPI, or International Wire Transfer.
3
Timeline & Delivery
The estimated project duration is 10 weeks (2.5 months) from the date of
contract signing and receipt of the first milestone payment. The timeline assumes:
- Client provides feedback and approvals within 3 business days of each review point
- Required content, assets, and data are provided as per the agreed schedule
- No major scope changes are introduced mid-project
Delays caused by late client feedback or scope changes will extend the timeline proportionally.
Capsley will communicate any timeline risks proactively and propose mitigation plans.
4
Intellectual Property & Ownership
Upon receipt of full and final payment, all custom code, designs, and documentation
created specifically for this project will be assigned to Routes Car Rental. This includes:
- All source code (frontend, backend, admin panel)
- UI/UX designs and Figma files
- Documentation and training materials
- Database schemas and migration scripts
Excluded from transfer: Pre-existing Capsley frameworks, reusable components,
and third-party open-source libraries (which remain under their respective licences).
Routes receives a perpetual, royalty-free licence to use these components as part of the delivered platform.
Capsley reserves the right to showcase the project (non-confidential aspects) in its portfolio
and case studies, unless the client explicitly requests otherwise in writing.
5
Confidentiality
Both parties agree to treat all business information, technical details, strategies, and data
shared during this engagement as strictly confidential. Neither party will
disclose such information to third parties without prior written consent, except where required
by law.
6
Warranty & Post-Launch Support
Capsley provides a two-month warranty period following the production launch, during which:
- Critical bugs (service outages, payment failures) — response within 4 hours, resolution within 24 hours
- Major bugs (broken features, data issues) — response within 8 hours, resolution within 48 hours
- Minor bugs (UI glitches, typos) — addressed in batch within the warranty period
After the warranty period, ongoing maintenance and support can be arranged under a separate
Annual Maintenance Contract (AMC) — quoted upon request.
7
Change Request Process
Any changes to the agreed scope must be submitted as a written Change Request (CR).
Capsley will assess the impact on timeline and cost, provide a written estimate, and proceed
only upon client approval. Change requests are billed at the prevailing day rate or at a
mutually agreed fixed price.
8
Termination
Either party may terminate this agreement with 15 days' written notice. In case of termination:
- Client pays for all work completed up to the date of termination
- Capsley delivers all work-in-progress, source code, and assets produced to date
- Milestone payments already made are non-refundable for work completed
- A pro-rated refund will be issued for any unused portion of the current milestone
Termination for cause (material breach or non-performance) requires a 7-day cure period
during which the breaching party must remedy the issue or provide a remediation plan.
9
Limitation of Liability
Capsley's total liability under this agreement shall not exceed the total fees paid
by the client for the project. In no event shall either party be liable for indirect, incidental,
consequential, or punitive damages, including but not limited to loss of revenue, profits, or
data, arising from the use or inability to use the delivered platform.
10
Third-Party Services
The platform integrates with third-party services (payment gateways, email providers, maps APIs,
AI services, hosting). These services have their own terms, pricing, and SLAs which are
outside Capsley's control. The client is responsible for maintaining active
accounts and subscriptions for these services. Capsley will assist with initial setup and
configuration as part of the project scope.
11
Force Majeure
Neither party shall be liable for delays or failures in performance caused by events beyond
reasonable control, including but not limited to natural disasters, pandemics, government actions,
internet infrastructure failures, or acts of war. The affected party must provide prompt notice
and resume performance as soon as reasonably possible.
12
Governing Law & Disputes
This agreement is governed by the laws of India. Any disputes arising from
this agreement shall first be resolved through good-faith negotiation. If
unresolved within 30 days, disputes shall be referred to arbitration under
the Arbitration and Conciliation Act, 1996, with the seat of arbitration in
Bengaluru, Karnataka.
