Terms of Service

Effective Date: 29 August 2026

These Terms of Service ( Terms”, Agreement”, or Terms of Service”) govern the provision of consulting, software development, implementation, automation, integration, customization, technical, and related professional services ( Services”) by Zudo Works Consulting ( Zudo Works”, Company”, we”, us”, or our”) to the person or legal entity purchasing or receiving the Services ( Client”, you”, or your”).

By engaging Zudo Works, accepting a proposal or statement of work, purchasing Services, making a payment, signing an agreement that incorporates these Terms, or otherwise instructing Zudo Works to commence work, you agree to be bound by these Terms.

If the Client is a company or other legal entity, the individual accepting these Terms represents and warrants that they have authority to bind that entity.

These Terms apply together with any applicable proposal, quotation, statement of work ( SOW”), order form, project specification, or other written agreement issued or accepted by the parties (collectively, the Project Documents”). If there is a conflict between these Terms and a signed SOW or other written agreement, the signed Project Document will prevail to the extent of the conflict.

1. SERVICES

Zudo Works provides professional technology and consulting services, which may include:

  • Software and application development
  • Website and web application development
  • Business process consulting
  • Zoho implementation, configuration, customization, and consulting
  • Zoho Creator development
  • CRM, workflow, and automation development
  • API and third-party system integrations
  • Database design and development
  • Business process automation
  • Technical consulting and advisory services
  • System configuration and customization
  • Maintenance and technical support
  • Training and knowledge transfer
  • Other technology-related services agreed upon by the parties

The specific Services, deliverables, project scope, estimated timelines, fees, assumptions, and responsibilities will be described in the applicable proposal, quotation, SOW, or other Project Document.

Zudo Works is not obligated to perform Services that are outside the agreed scope unless the parties agree to the additional Services and applicable fees.

2. PROJECT SCOPE

Each project may be governed by a written SOW or proposal specifying the agreed scope of work.

The Client acknowledges that project estimates, timelines, milestones, deliverables, and technical requirements are based on the information available to Zudo Works when the relevant Project Document is prepared.

Unless expressly stated otherwise in writing, estimates are not guarantees of a particular completion date or total number of hours.

Zudo Works will make reasonable efforts to perform the Services in accordance with the agreed scope.

Requests that materially change the original requirements, functionality, integrations, design, specifications, assumptions, or deliverables may constitute additional work.

Additional work may require a separate quotation, change order, or written approval and may be billed separately.

3. CLIENT RESPONSIBILITIES

The Client agrees to provide Zudo Works with the information, access, materials, credentials, approvals, decisions, and cooperation reasonably necessary to perform the Services.

The Client is responsible for:

  • Providing accurate and complete project requirements
  • Providing timely feedback and approvals
  • Providing required access to relevant systems
  • Maintaining appropriate licenses and subscriptions for third-party services
  • Providing accurate business, technical, and operational information
  • Reviewing deliverables within a reasonable period
  • Ensuring that Client-provided content and materials do not infringe third-party rights
  • Ensuring that Client instructions comply with applicable laws
  • Maintaining appropriate backups of Client-controlled systems and data

Zudo Works will not be responsible for delays, additional costs, or inability to complete a task to the extent caused by the Client's failure to provide required information, access, approvals, materials, or cooperation.

4. THIRD-PARTY SERVICES AND PLATFORMS

Zudo Works may use, integrate with, configure, or provide Services involving third-party platforms and services, including but not limited to Zoho products and other software, hosting providers, payment providers, cloud services, APIs, analytics platforms, communication tools, and other third-party technologies ( Third-Party Services”).

Third-Party Services are generally governed by their respective providers' terms, licenses, service agreements, and privacy policies.

Zudo Works does not control the availability, functionality, pricing, policies, security, or continued operation of Third-Party Services.

Accordingly, Zudo Works is not responsible for:

  • Changes made by third-party providers
  • Third-party outages
  • Suspension or termination of third-party accounts
  • Changes to APIs or integrations
  • Third-party pricing changes
  • Third-party data loss or security incidents
  • Limitations imposed by third-party providers
  • Features being removed or modified by third-party providers

Where a project depends on a Third-Party Service, the Client acknowledges that the successful operation of the resulting solution may depend on that provider continuing to make the relevant functionality available.

5. ACCOUNTS, ACCESS AND CREDENTIALS

Where Services require access to Client systems, the Client authorizes Zudo Works to access and use those systems solely to the extent reasonably necessary to perform the Services.

The Client remains responsible for maintaining ownership and administrative control of its accounts unless otherwise agreed in writing.

The Client should provide access using appropriate user accounts, permissions, and security controls wherever reasonably possible.

Zudo Works will not intentionally use Client credentials for purposes unrelated to the Services.

The Client remains responsible for protecting its own passwords, authentication methods, administrator accounts, recovery methods, and other credentials.

6. FEES AND PAYMENT

Fees for Services will be specified in the applicable proposal, quotation, SOW, invoice, or other Project Document.

Unless otherwise agreed in writing:

  • Invoices are payable within the period specified on the invoice.
  • Taxes, duties, levies, or government charges applicable to the Services may be charged in addition to the stated fees where required by law.
  • Bank charges, payment-processing fees, currency-conversion charges, or similar costs may be borne by the Client where applicable.
  • The Client may not withhold undisputed amounts because of a separate dispute concerning another invoice or deliverable.

For hourly or time-based Services, the Client agrees to pay for the actual time reasonably spent performing the agreed Services, subject to any applicable estimate, cap, or limit stated in the Project Documents.

For fixed-price projects, payment will be made according to the agreed milestones or payment schedule.

7. LATE PAYMENT

If an undisputed invoice remains unpaid after its due date, Zudo Works may, after providing reasonable notice:

  • Suspend Services;
  • Suspend access to applicable project environments;
  • Delay delivery of outstanding work;
  • Reschedule project resources; or
  • Take other commercially reasonable steps to recover the outstanding amount.

Suspension resulting from the Client's non-payment may affect project timelines.

Zudo Works may charge reasonable interest or late-payment fees where permitted by applicable law and specified in the applicable invoice or agreement.

8. PROJECT TIMELINES

Zudo Works will make reasonable efforts to meet agreed project milestones and estimated timelines.

Unless expressly stated as a guaranteed contractual deadline, all dates are estimates.

Project timelines may be affected by:

  • Delayed Client feedback;
  • Delayed approvals;
  • Changes to requirements;
  • Third-party dependencies;
  • Technical limitations;
  • Delays in receiving required information or access;
  • Third-party outages;
  • Force majeure events; or
  • Other circumstances outside Zudo Works' reasonable control.

Zudo Works will communicate material delays when reasonably practicable.

9. CHANGE REQUESTS

After project commencement, the Client may request changes to the agreed scope.

A change may include:

  • New functionality;
  • Additional integrations;
  • Design changes;
  • Additional reports or workflows;
  • Changes to approved requirements;
  • Additional testing;
  • Additional data migration;
  • New platforms or systems;
  • Changes requested after approval of a deliverable.

Zudo Works may assess the requested change and communicate the expected impact on fees, hours, resources, and timelines.

Additional work will not be considered included in the original scope merely because it relates to the same project or system.

10. ACCEPTANCE OF DELIVERABLES

The Client is responsible for reviewing deliverables within a reasonable period after delivery.

A deliverable will be considered accepted when:

  • The Client provides written acceptance;
  • The Client begins using the deliverable for its intended business purpose; or
  • The Client does not identify a material non-conformity within the review period specified in the applicable SOW.

Minor defects, cosmetic issues, or enhancements that do not materially affect the agreed functionality will not prevent acceptance.

Where a material defect is identified that causes a deliverable to materially fail to conform to the agreed specifications, Zudo Works will use reasonable efforts to correct the issue within the scope of the original Services.

11. SUPPORT AND MAINTENANCE

Support, maintenance, monitoring, troubleshooting, upgrades, and ongoing development are separate Services unless expressly included in the applicable Project Documents.

Completion of a development project does not automatically create an ongoing obligation for Zudo Works to provide unlimited maintenance or technical support.

Unless otherwise agreed, changes to third-party platforms, operating environments, APIs, browsers, infrastructure, or Client systems after delivery may require additional work.

12. INTELLECTUAL PROPERTY

Each party retains ownership of intellectual property that it owned before the commencement of the Services ( Pre-Existing IP”).

Zudo Works retains ownership of its:

  • Pre-existing software;
  • Frameworks;
  • Libraries;
  • Templates;
  • Development methods;
  • Generic components;
  • Tools;
  • Know-how;
  • Concepts;
  • Processes;
  • Reusable code;
  • Technical methodologies; and
  • Other materials developed independently of the Client's specific project.

Unless otherwise stated in writing, the Client does not acquire ownership of Zudo Works' Pre-Existing IP merely because such materials are used in delivering the Services.

Subject to full payment of all applicable fees, the Client will receive the rights to use the project-specific deliverables created specifically for the Client to the extent described in the applicable Project Documents.

Where third-party software, open-source software, APIs, libraries, or other third-party materials are incorporated into a deliverable, those materials remain subject to their respective licenses and terms.

Unless expressly agreed otherwise, Zudo Works may retain ownership of generic, reusable, non-client-specific components created while performing the Services.

13. CLIENT MATERIALS

The Client retains ownership of information, content, trademarks, documents, data, designs, files, and other materials supplied by the Client ( Client Materials”).

The Client grants Zudo Works a limited, non-exclusive right to use Client Materials solely as reasonably necessary to perform the Services.

The Client represents that it has the necessary rights, permissions, licenses, and authority to provide Client Materials to Zudo Works and to authorize their use in connection with the Services.

The Client is responsible for ensuring that Client Materials do not infringe intellectual-property rights, privacy rights, contractual obligations, or applicable laws.

14. CONFIDENTIALITY

Each party may receive confidential or proprietary information belonging to the other party.

Confidential Information” means non-public information that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Confidential Information may include:

  • Business plans;
  • Customer information;
  • Pricing;
  • Financial information;
  • Product information;
  • Technical information;
  • Source code;
  • Credentials;
  • System architecture;
  • Trade secrets;
  • Designs;
  • Processes;
  • Specifications;
  • Strategies; and
  • Other non-public business or technical information.

Each party agrees to:

  • Use Confidential Information only for legitimate purposes relating to the business relationship;
  • Protect Confidential Information using reasonable safeguards; and
  • Not disclose Confidential Information to unauthorized third parties except as permitted by these Terms or required by law.

Confidentiality obligations do not apply to information that:

  • Is publicly available without breach of these Terms;
  • Was lawfully known before disclosure;
  • Is independently developed without use of Confidential Information;
  • Is lawfully obtained from a third party without confidentiality obligations; or
  • Must be disclosed by law or lawful governmental authority.

These confidentiality obligations survive termination of the Agreement.

15. CLIENT DATA AND PERSONAL INFORMATION

Where Zudo Works processes personal information or other data on behalf of the Client, the parties will comply with applicable privacy and data-protection laws to the extent applicable to their respective roles.

The Client remains responsible for determining the lawful basis for collecting and processing personal information through systems operated for the Client, unless otherwise expressly agreed.

The Client is responsible for ensuring that it has the necessary rights, notices, consents, permissions, and lawful basis to provide personal information to Zudo Works for processing.

Where required by applicable law, the parties may enter into a separate data-processing agreement or other privacy-related agreement.

Zudo Works will take reasonable measures to protect personal information entrusted to it against unauthorized access, use, alteration, disclosure, or destruction.

16. SECURITY

Zudo Works will use reasonable technical and organisational measures appropriate to the nature of the Services to protect information under its control.

However, no internet-connected system, software, hosting environment, or electronic transmission can be guaranteed to be completely secure.

The Client acknowledges that security may depend on factors outside Zudo Works' control, including:

  • Third-party infrastructure;
  • Client configurations;
  • User passwords;
  • Client administrator permissions;
  • Third-party applications;
  • API security;
  • Hosting environments; and
  • End-user behaviour.

The Client remains responsible for implementing appropriate security controls within systems under its control.

17. BACKUPS

Unless expressly included in the applicable Project Documents, Zudo Works is not responsible for maintaining permanent backups of Client data or production environments.

The Client is responsible for maintaining appropriate backups of its own data and systems.

Where Zudo Works performs migrations, modifications, deployments, or other activities that could affect Client data, the parties should agree on appropriate backup and recovery procedures where reasonably necessary.

18. WARRANTIES

Zudo Works warrants that it will perform the Services with reasonable care and skill consistent with generally accepted professional standards applicable to the Services.

Except where expressly stated in writing, Zudo Works does not warrant that:

  • The Services will be completely error-free;
  • The Services will operate without interruption;
  • Every possible defect will be identified;
  • Third-Party Services will remain available;
  • A particular business result will be achieved;
  • The Client's revenue, efficiency, sales, or profitability will increase;
  • A third-party platform will maintain a particular feature or API;
  • The solution will satisfy requirements that were not disclosed or agreed upon.

Any specific warranty applicable to a particular project must be stated in the relevant Project Documents.

19. DISCLAIMER

To the maximum extent permitted by applicable law, the Services are provided based on the agreed scope, specifications, assumptions, and information available to Zudo Works.

Zudo Works does not provide legal, tax, accounting, financial, medical, or other regulated professional advice unless expressly agreed and legally authorized to do so.

The Client remains responsible for obtaining independent professional advice where required.

20. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, neither party will be liable to the other for indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, loss of revenue, loss of business opportunity, loss of anticipated savings, or loss of goodwill arising from the Agreement.

To the maximum extent permitted by applicable law, Zudo Works' aggregate liability arising out of or relating to the Services or this Agreement will not exceed the total amount actually paid by the Client to Zudo Works for the specific Services giving rise to the claim during the applicable period stated in the relevant Project Documents, or, where no such period is specified, the fees paid for those Services during the twelve months preceding the event giving rise to the claim.

Nothing in these Terms limits liability to the extent that such limitation is prohibited by applicable law.

Nothing in these Terms is intended to exclude or limit liability for matters that cannot lawfully be excluded or limited.

21. INDEMNIFICATION

To the extent permitted by applicable law, the Client agrees to indemnify and hold harmless Zudo Works and its officers, employees, contractors, and representatives from third-party claims arising from:

  • Client Materials;
  • Client's unlawful use of the Services;
  • Client's violation of applicable law;
  • Client's infringement of third-party intellectual-property rights through materials supplied by the Client; or
  • Client's violation of the rights of another party.

Zudo Works will reasonably cooperate with the Client in responding to such claims.

This provision does not apply to the extent a claim results from Zudo Works' own breach, negligence, or unlawful conduct.

22. CONFLICTS OF INTEREST

During the term of a project, Zudo Works may provide services to other clients, including businesses operating in the same industry or market as the Client, provided that Zudo Works does not misuse or disclose the Client's Confidential Information.

Nothing in these Terms creates an exclusive relationship between Zudo Works and the Client unless expressly agreed in writing.

Zudo Works will not knowingly use the Client's Confidential Information to provide services to another client.

23. NON-SOLICITATION

Unless otherwise agreed in writing, neither party will knowingly solicit for employment or direct engagement an employee of the other party who was materially involved in the Services during the term of the engagement and for a reasonable period thereafter.

This provision does not prohibit:

  • General recruitment advertising;
  • Applications submitted without targeted solicitation; or
  • Engagements where the other party has provided written consent.

This provision applies only to the extent permitted by applicable law.

24. INDEPENDENT CONTRACTOR

Zudo Works and the Client are independent contracting parties.

Nothing in these Terms creates a partnership, joint venture, employment relationship, fiduciary relationship, agency relationship, or franchise relationship between the parties.

Neither party has authority to bind the other party or create obligations on behalf of the other party unless expressly authorized in writing.

Zudo Works is responsible for its own personnel, contractors, taxes, insurance, and business obligations arising from its operation, subject to applicable law.

25. SUBCONTRACTORS AND PERSONNEL

Zudo Works may use employees, contractors, consultants, or other qualified personnel to perform portions of the Services.

Zudo Works remains responsible for managing its personnel and for ensuring that persons engaged by Zudo Works who have access to Client Confidential Information are subject to appropriate confidentiality obligations.

The Client may not require Zudo Works to disclose confidential employment or contractor information except where legally required.

26. TERMINATION

Either party may terminate a project or applicable SOW in accordance with the termination provisions specified in the relevant Project Documents.

If no specific termination period is stated, either party may terminate the applicable Services by providing ten (10) business days' written notice, unless applicable law requires otherwise.

Either party may terminate the Agreement immediately where the other party:

  • Commits a material breach and fails to remedy that breach within a reasonable period after written notice;
  • Becomes insolvent or enters liquidation or similar proceedings, where legally applicable; or
  • Engages in unlawful conduct materially affecting the relationship.

Termination does not relieve the Client of its obligation to pay for Services properly performed and approved expenses incurred up to the effective termination date.

Where a project is terminated before completion, the parties will cooperate in determining the status of completed and partially completed work, outstanding fees, Client Materials, Confidential Information, and any applicable refunds or credits.

Any refund obligation will be determined according to the applicable Project Documents and applicable law.

27. EFFECT OF TERMINATION

Upon termination:

  • Each party will cease using the other party's Confidential Information except where continued retention is required by law;
  • Zudo Works will provide Client-owned materials that are due to be delivered under the applicable agreement, subject to payment of outstanding amounts;
  • The Client will pay all undisputed amounts due for Services performed up to termination;
  • Each party will return or securely dispose of Confidential Information where reasonably required, subject to legal retention requirements; and
  • Provisions that by their nature should survive termination will remain effective, including confidentiality, intellectual property, payment obligations, limitations of liability, dispute provisions, and applicable indemnification obligations.

28. FORCE MAJEURE

Neither party will be liable for failure or delay in performing its obligations where the failure or delay results from circumstances beyond its reasonable control.

Such circumstances may include:

  • Natural disasters;
  • War;
  • Terrorism;
  • Government action;
  • Internet or telecommunications failures;
  • Widespread infrastructure failures;
  • Cybersecurity incidents beyond reasonable control;
  • Epidemics or pandemics;
  • Labour disputes;
  • Third-party platform outages; or
  • Other events reasonably outside the affected party's control.

The affected party will use reasonable efforts to mitigate the effects of such circumstances.

29. NOTICES

Any formal notice required under this Agreement must be provided in writing.

Notices may be delivered by email to the address designated by the relevant party for contractual communications, or by another written method agreed by the parties.

An email notice will be considered received when there is reasonable evidence that it was successfully delivered, unless the sender receives an automated failure notification.

Either party may update its notice details by providing written notice to the other party.

30. GOVERNING LAW

This Agreement will be governed by the laws applicable to Zudo Works Consulting's contracting entity and principal place of business, without regard to conflict-of-law principles, unless the applicable Project Documents expressly provide otherwise.

Where the Client is located in another jurisdiction, nothing in these Terms is intended to exclude or limit any mandatory consumer, privacy, employment, data-protection, or other legal rights that cannot lawfully be excluded or limited in that jurisdiction.

If Zudo Works contracts through an Indian legal entity, the specific governing-law and jurisdiction provisions should be stated using the legal name and jurisdiction of that entity.

31. DISPUTE RESOLUTION

The parties will first attempt to resolve any dispute through good-faith discussions between authorized representatives.

If the dispute cannot be resolved through good-faith discussions, either party may pursue the remedies available under the governing law and applicable Project Documents.

Where commercially appropriate, the parties may agree in writing to mediation or arbitration before commencing court proceedings.

Nothing in this section prevents either party from seeking urgent injunctive or equitable relief where necessary to protect confidential information, intellectual property, data, or other rights.

32. LEGAL FEES

Each party will generally be responsible for its own legal and professional costs unless:

  • Applicable law provides otherwise;
  • The parties agree otherwise in writing; or
  • A court or other competent authority lawfully awards costs to a party.

33. SEVERABILITY

If any provision of these Terms is determined to be invalid, unlawful, or unenforceable, that provision will be interpreted or modified to the minimum extent necessary to make it enforceable where legally permitted.

If the provision cannot be made enforceable, it will be severed without affecting the validity of the remaining provisions.

34. NO WAIVER

A failure or delay by either party to exercise a right under these Terms does not constitute a waiver of that right.

A waiver is effective only if made in writing and applies only to the specific circumstance for which it is given.

35. ASSIGNMENT

The Client may not assign or transfer this Agreement or any material rights or obligations under it without Zudo Works' prior written consent, except where such assignment occurs as part of a merger, acquisition, corporate reorganisation, or sale of substantially all relevant assets and does not materially impair the other party's rights.

Zudo Works may assign this Agreement to an affiliate, successor, or entity acquiring substantially all of the relevant business or assets, provided that the assignee assumes the applicable obligations.

36. ENTIRE AGREEMENT

These Terms, together with the applicable proposal, quotation, SOW, order form, and other documents expressly incorporated by reference, constitute the entire agreement between the parties regarding the relevant Services.

They supersede prior discussions, proposals, representations, and understandings concerning the same subject matter, except for obligations that the parties expressly agree survive.

37. AMENDMENTS

Any material amendment to an agreed Project Document must be made in writing and accepted by both parties.

Updates to these general Terms may apply to future projects but will not automatically modify an existing signed SOW unless the parties expressly agree otherwise.

38. ELECTRONIC ACCEPTANCE

The parties may accept these Terms electronically.

Electronic signatures, electronic approvals, email confirmations, online acceptance mechanisms, and other legally recognized forms of electronic acceptance may constitute acceptance of these Terms to the extent permitted by applicable law.

39. COUNTERPARTS

Where a formal written agreement incorporates these Terms, the agreement may be executed in counterparts, including electronically transmitted or electronically signed counterparts, each of which will be treated as an original to the extent permitted by applicable law.

40. CLIENT REPRESENTATIONS

The Client represents that:

  • It has authority to enter into the Agreement;
  • The information it provides to Zudo Works is materially accurate;
  • It has the necessary rights to provide Client Materials;
  • Its instructions to Zudo Works do not knowingly require unlawful conduct;
  • It will maintain required licenses for third-party software and services; and
  • It will use the delivered Services in accordance with applicable laws and third-party terms.

41. THIRD-PARTY RIGHTS

Except where expressly stated otherwise, these Terms are intended only for the benefit of Zudo Works and the Client.

No third party will have the right to enforce these Terms unless applicable law provides otherwise or the parties expressly agree in writing.

42. PROFESSIONAL RELATIONSHIP

Zudo Works will provide Services based on the requirements, information, and assumptions supplied by the Client.

The Client acknowledges that technology projects may involve technical limitations, dependencies, integrations, legacy systems, third-party restrictions, and unforeseen requirements.

Zudo Works will communicate material technical issues identified during the project and will work with the Client in good faith to determine reasonable solutions.

43. PUBLICITY AND PORTFOLIO USE

Unless the Client expressly requests otherwise in writing, Zudo Works may identify the Client as a customer and may reference the general nature of Services provided in its portfolio, website, presentations, or marketing materials.

Zudo Works will not disclose Confidential Information or proprietary technical details as part of such publicity.

If a Client requires complete confidentiality regarding its identity, project, or relationship with Zudo Works, the parties may agree to such requirements in writing.

44. ETHICAL AND LAWFUL USE

The Client must not knowingly use Services provided by Zudo Works to:

  • Facilitate unlawful activity;
  • Infringe intellectual-property rights;
  • Violate privacy or data-protection rights;
  • Distribute malicious software;
  • Conduct unauthorized access or attacks against systems;
  • Circumvent applicable security controls unlawfully; or
  • Otherwise violate applicable law.

Zudo Works may refuse or suspend work that it reasonably believes would require unlawful conduct.

45. CHANGES TO SERVICES

Zudo Works may update its methods, technologies, development practices, tools, or service offerings from time to time.

Such changes will not materially reduce the Services expressly agreed to under an existing Project Document without appropriate communication to the Client.

46. SURVIVAL

The provisions concerning confidentiality, intellectual property, Client Materials, payment obligations, privacy and data protection, disclaimers, limitations of liability, indemnification, dispute resolution, governing law, and any other provisions that by their nature should survive termination will survive termination or expiration of the Agreement.

47. CONTACT INFORMATION

For questions regarding these Terms of Service, contractual matters, or the Services provided by Zudo Works, please contact:

Zudo Works Consulting

Website: zudoworks.com

Email: contact@zudoworks.com

48. ACCEPTANCE

By engaging Zudo Works, purchasing Services, approving a proposal or SOW, signing an applicable agreement, making a payment, or otherwise instructing Zudo Works to commence work, the Client acknowledges that it has reviewed and agrees to these Terms of Service, together with any applicable Project Documents.

Where a separate written agreement has been executed between Zudo Works and the Client, that agreement will govern to the extent of any inconsistency with these Terms.