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Terms & Conditions

Last updated: November 3, 2026. These Terms & Conditions govern your use of TWO44 Software Solutions services including software development, digital marketing, SEO, and related professional services.

1. Agreement to Terms

These Terms & Conditions (“Terms”) constitute a legally binding agreement between you (“Client”, “you”, or “your”) and TWO44 Software Solutions (“TWO44”, “we”, “us”, or “our”), a professional services company providing software development, digital marketing, SEO, and related services. By engaging our services, signing a proposal or Statement of Work (SOW), or accessing our website at two44software.com, you agree to be bound by these Terms in full.

If you do not agree to these Terms, please do not engage our services or use our website. These Terms apply to all service agreements, project engagements, and ongoing retainer relationships between TWO44 and its clients.

2. Services

TWO44 Software Solutions provides the following professional services, as detailed in individual project proposals or Statements of Work:

  • Software Development: Custom web applications, mobile applications, API integrations, enterprise software solutions, and product engineering.
  • Digital Marketing: Social media marketing, content marketing, paid advertising (PPC/SEM), email marketing, and growth strategy.
  • Search Engine Optimization (SEO): On-page SEO, technical SEO audits, link building, local SEO, global SEO, and enterprise SEO programs.
  • Branding & Design: Brand strategy, logo design, visual identity, and UX/UI design services.
  • Digital Transformation: Process modernization, platform migration, workflow automation, and technology consulting.
  • Ongoing Retainers: Monthly maintenance, performance monitoring, content updates, and managed marketing programs.

Specific deliverables, timelines, and pricing for each engagement are defined in the corresponding project proposal or SOW, which forms part of this agreement when accepted by the Client.

3. Client Obligations

To enable TWO44 to deliver services effectively, the Client agrees to:

  • Provide accurate, complete, and timely information, assets, credentials, and approvals required for project execution.
  • Assign a primary point of contact who has the authority to make decisions and approve deliverables on behalf of the Client's organization.
  • Review and provide consolidated feedback on deliverables within the timeframes specified in the project plan. Delays in feedback may result in revised timelines at TWO44’s discretion.
  • Ensure all content, images, trademarks, and materials provided to TWO44 are owned by the Client or properly licensed, and do not infringe any third-party intellectual property rights.
  • Comply with all applicable laws, regulations, and platform policies relevant to their industry, products, and target markets.
  • Maintain the confidentiality of any login credentials, access tokens, or sensitive technical information shared during the engagement.

4. Payment Terms

Payment terms are specified in each proposal or SOW. Unless otherwise agreed in writing, the following default terms apply:

  • Invoicing: TWO44 issues invoices according to the agreed payment schedule (e.g., milestone-based, monthly, or upon project completion).
  • Payment Due Date: All invoices are due within 30 days of the invoice date unless a different term is stated in the SOW.
  • Late Payment: Invoices not settled by the due date may incur a late fee of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower) on the outstanding balance, compounding monthly until paid in full.
  • Deposits: Project engagements may require an upfront deposit (typically 30–50% of the total project value) before work commences. Deposits are non-refundable unless TWO44 is unable to begin the project.
  • Suspension of Services: TWO44 reserves the right to pause or suspend active work if an invoice remains unpaid for more than 15 days beyond its due date, without liability for resulting delays.
  • Currency: Invoices are issued in the currency specified in the proposal (INR, USD, or AUD). Clients are responsible for any currency conversion fees or bank charges.
  • Taxes: Quoted fees are exclusive of applicable taxes (GST, VAT, withholding tax, etc.). Clients are responsible for any taxes applicable in their jurisdiction.

5. Intellectual Property

Intellectual property rights are governed as follows:

  • Ownership During Engagement: All work product, code, designs, content, and deliverables created by TWO44 remain the intellectual property of TWO44 until the Client has paid all invoices in full for the relevant project or milestone.
  • Transfer Upon Full Payment: Upon receipt of full payment, TWO44 assigns to the Client all right, title, and interest in the custom deliverables created specifically for that Client under a work-for-hire arrangement, to the extent permitted by law.
  • TWO44 Tools & Frameworks: TWO44 retains ownership of all pre-existing tools, frameworks, libraries, methodologies, know-how, and proprietary code (“TWO44 IP”) used in the delivery of services. TWO44 grants the Client a non-exclusive, royalty-free, perpetual licence to use such TWO44 IP solely as incorporated into the final deliverables.
  • Third-Party Components: Open-source software, stock assets, or third-party licensed components used in deliverables remain subject to their respective licences. TWO44 will disclose significant third-party components upon request.
  • Client IP: The Client retains full ownership of all pre-existing materials, brands, data, and content provided to TWO44. The Client grants TWO44 a limited licence to use such materials solely for performing the services.
  • Portfolio Rights: Unless the Client requests otherwise in writing, TWO44 reserves the right to display completed work in its portfolio, case studies, and marketing materials.

6. Confidentiality

Both parties acknowledge that they may have access to confidential information of the other party during the engagement. Each party agrees to:

  • Keep the other party's confidential information strictly confidential and not disclose it to any third party without prior written consent.
  • Use confidential information solely for the purpose of performing or receiving the services under this agreement.
  • Apply at least the same degree of care to protect the other party's confidential information as it applies to its own confidential information (and no less than reasonable care).
  • Promptly notify the other party upon discovery of any unauthorized use or disclosure of confidential information.

Confidential information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known to the receiving party before disclosure; (c) is independently developed by the receiving party without use of the disclosing party’s confidential information; or (d) is required to be disclosed by law or court order, provided reasonable notice is given to the disclosing party.

This confidentiality obligation survives termination of the services agreement for a period of three (3) years.

7. Limitation of Liability

To the maximum extent permitted by applicable law:

  • TWO44’s total cumulative liability to the Client for any claims arising out of or related to the services shall not exceed the total fees paid by the Client to TWO44 in the three (3) months immediately preceding the event giving rise to the claim.
  • In no event shall TWO44 be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of revenue, loss of profits, loss of data, loss of business, or business interruption, even if TWO44 has been advised of the possibility of such damages.
  • TWO44 is not liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including natural disasters, government actions, internet outages, third-party service failures, or force majeure events.

8. Warranties & Disclaimers

TWO44 warrants that:

  • Services will be performed by qualified professionals in a workmanlike manner consistent with industry standards.
  • Deliverables will materially conform to the specifications agreed in the relevant SOW at the time of delivery.
  • TWO44 has the right to enter into this agreement and provide the services described herein.

Except as expressly stated above, TWO44 disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. TWO44 does not warrant that services will be error-free, uninterrupted, or that specific business outcomes (such as search ranking positions, revenue growth, or conversion rates) will be achieved, as these depend on factors outside TWO44’s control.

9. Termination

Either party may terminate an ongoing services engagement by providing 30 days’ written notice to the other party. In addition:

  • Termination for Cause: Either party may terminate immediately if the other party materially breaches these Terms and fails to remedy the breach within 14 days of written notice describing the breach.
  • Effect of Termination: Upon termination, the Client shall pay TWO44 for all work completed and reasonable costs incurred up to the effective date of termination. TWO44 will deliver all completed work product for which payment has been received.
  • Return of Materials: Upon termination, each party shall promptly return or destroy the other party's confidential information and materials, unless retention is required by law.
  • Survival: Provisions relating to intellectual property ownership, confidentiality, payment obligations, limitation of liability, and dispute resolution survive termination.

10. Governing Law

These Terms are governed by and construed in accordance with the laws of India, without regard to its conflict of law principles. For clients based outside India, the parties agree that Indian law shall apply to the extent permitted by the Client’s local jurisdiction. TWO44 operates internationally and serves clients across the United States, Australia, the United Kingdom, and other regions; however, the primary governing law for all agreements remains Indian law unless an alternative is expressly agreed in writing in the relevant SOW.

11. Dispute Resolution

In the event of a dispute, controversy, or claim arising out of or relating to these Terms or any services agreement:

  • Good-Faith Negotiation: The parties shall first attempt to resolve the dispute through good-faith negotiation between senior representatives of each party for a period of 30 days from written notice of the dispute.
  • Mediation: If negotiation fails, the parties may agree to submit the dispute to non-binding mediation before a mutually agreed mediator.
  • Arbitration: If mediation is unsuccessful or not agreed upon, any unresolved dispute shall be finally settled by binding arbitration in accordance with the Arbitration and Conciliation Act, 1996 (India), with the seat of arbitration in India. The proceedings shall be conducted in English.
  • Injunctive Relief: Nothing in this clause prevents either party from seeking urgent injunctive or interim relief from a competent court to protect its intellectual property or confidential information.

12. Changes to Terms

TWO44 reserves the right to update or modify these Terms at any time. Changes will be posted on this page with an updated effective date. For active client engagements, material changes to these Terms will be communicated via email to the Client’s registered contact at least 14 days before taking effect. Continued use of our services following notification of changes constitutes acceptance of the revised Terms.

13. General Provisions

  • Entire Agreement: These Terms, together with any signed proposal, SOW, or service agreement, constitute the entire agreement between the parties with respect to the subject matter herein and supersede all prior negotiations, representations, and understandings.
  • Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
  • No Waiver: Failure by either party to enforce any provision of these Terms shall not constitute a waiver of that party’s right to enforce it in the future.
  • Assignment: The Client may not assign or transfer any rights or obligations under this agreement without TWO44's prior written consent. TWO44 may assign this agreement in connection with a merger, acquisition, or sale of substantially all of its assets.
  • Notices: All formal notices under these Terms must be in writing and delivered by email to the addresses provided at the time of engagement.

14. Contact

If you have any questions about these Terms & Conditions, please contact us at:

TWO44 Software Solutions is committed to providing clarity, professionalism, and transparency in every client relationship. We encourage you to reach out with any questions before commencing an engagement.