Last Updated on August 4, 2026
These Terms & Conditions ("Terms") govern access to and use of the websites, software platforms, mobile applications, APIs, cloud services, artificial intelligence models, custom software deliverables, and IT consulting services (collectively, the "Services") provided by Spatial Guide Private Limited ("Spatial Guide", "we", "our", or "us").
By accessing or using our Services, executing a Statement of Work ("SOW"), creating an account, or subscribing to our platform, you acknowledge that you have read, understood, and agree to be bound by these Terms.
1. Structure & Order of Precedence
Scope: These Terms apply to all website visitors, software users, subscribers, and enterprise clients engaging Spatial Guide for software development, IT, or AI consulting services.
Statements of Work (SOW): Specific consulting services, deliverables, timelines, and payment milestones may be governed by individual Statements of Work, Service Agreements, or Master Services Agreements executed between Spatial Guide and the client.
Order of Precedence: In the event of any direct conflict between these general Terms and an executed SOW or Master Services Agreement, the terms of the specific SOW or Master Services Agreement shall prevail for that specific engagement.
2. Grant of License & Right to Use
Software Platforms & APIs: Subject to compliance with these Terms and payment of applicable fees, Spatial Guide grants you a limited, non-exclusive, non-transferable, revocable license to access and use our software platforms and APIs for your internal business operations.
Restrictions: You shall not:
Reverse engineer, decompile, disassemble, or attempt to extract the source code or underlying algorithms of Spatial Guide’s platforms or deliverables.
Sublicense, resell, lease, or commercially exploit the Services without prior written authorization.
Use the Services to build a competing product or service.
Bypass or tamper with any security measures or license controls embedded in the software.
3. Software Development & Consulting Engagements
A. Client Obligations & Dependencies
To ensure timely delivery of custom software development and consulting services, you agree to:
Provide timely access to required systems, software environments, data, and technical documentation.
Designate a qualified project manager/contact person empowered to make decisions and provide prompt approvals.
Impact of Delays: Spatial Guide shall not be liable for any project delays, cost overruns, or failure to meet milestones resulting directly or indirectly from client delays in providing approvals, feedback, or required dependencies.
B. Acceptance of Deliverables
Unless a different acceptance period is specified in an SOW:
You will have five (5) business days following delivery of a software milestone or deliverable to test and review it against agreed specifications.
If you identify material non-conformities, you must notify Spatial Guide in writing before the end of the review period.
If no written objection is received within five (5) business days, or if you deploy the deliverable into a live production environment, the deliverable shall be deemed accepted.
4. Intellectual Property Rights
A. Background Intellectual Property
Spatial Guide retains sole and exclusive ownership of all pre-existing software, source code, frameworks, tools, AI models, libraries, design patterns, and proprietary methodology created or licensed by Spatial Guide prior to or independently of any engagement ("Background IP").
B. Foreground Deliverables & Custom Code
Upon full and final payment of all applicable fees for a project, the client shall own the specific custom software code and custom design deliverables created exclusively for the client under an executed SOW ("Foreground IP").
Notwithstanding the above, Spatial Guide retains the right to use general technical knowledge, skills, concepts, and reusable non-client-specific modules developed during the engagement.
C. User Content & Client Data
You retain ownership of all proprietary data, logos, trademarked materials, and confidential business data uploaded or provided to Spatial Guide. You grant Spatial Guide a non-exclusive license to host, process, and use this data solely to provide the agreed-upon Services.
5. Confidentiality & Non-Disclosure
Confidential Information: Each party agrees to treat as strictly confidential all non-public technical, financial, business, and source code information disclosed by the other party.
Obligations: Neither party shall disclose the other party’s Confidential Information to any third party, except to employees, subcontractors, or legal advisors who need to know such information for project execution and are bound by confidentiality obligations at least as strict as those contained herein.
Exceptions: Confidentiality obligations do not apply to information that is publicly known through no fault of the receiving party, independently developed without reference to the confidential data, or required to be disclosed by law or court order.
6. Non-Solicitation
During the term of any active service engagement and for a period of twelve (12) months following its completion or termination, you agree not to directly or indirectly solicit, entice away, or recruit any software engineer, developer, consultant, or employee of Spatial Guide who was involved in delivering the Services, without Spatial Guide’s prior written consent.
7. Fees, Invoicing, and Payment Terms
Payment Terms: Fees for subscription platforms, custom development, or consulting services will be invoiced in accordance with the payment schedule set forth on the website, billing portal, or SOW.
Taxes: All stated prices are exclusive of statutory taxes (including GST/value-added taxes), which will be added to invoices as legally required.
Late Payments: Late payments may accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law) from the due date until paid in full. Spatial Guide reserves the right to suspend active software development, support, or platform access for accounts with overdue invoices exceeding 15 days.
Non-Refundable: Unless required by applicable law or explicitly agreed upon in writing, all fees paid are non-refundable.
8. Warranties & Disclaimers
Services Warranty: Spatial Guide warrants that software development and consulting services will be performed in a professional and workmanlike manner in accordance with industry standards.
Software Warranty: Custom deliverables will conform materially to mutually agreed specifications for a standard warranty period of thirty (30) days post-acceptance. The sole remedy for breach of this warranty shall be Spatial Guide correcting non-conforming code.
Disclaimer: EXCEPT AS EXPRESSLY SET FORTH HEREIN, ALL SERVICES AND PLATFORMS ARE PROVIDED "AS IS" AND "AS AVAILABLE." SPATIAL GUIDE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
9. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW:
Consequential Damages: SPATIAL GUIDE SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA LOSS, REVENUE LOSS, OR BUSINESS INTERRUPTION.
Liability Cap: SPATIAL GUIDE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, PLATFORM USE, OR ANY SERVICE ENGAGEMENT SHALL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY THE CLIENT TO SPATIAL GUIDE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
10. Indemnification
You agree to defend, indemnify, and hold harmless Spatial Guide, its directors, officers, employees, and contractors against any third-party claims, losses, liabilities, or legal expenses (including reasonable attorney fees) arising from:
Your violation of these Terms or applicable laws.
Infringement of third-party IP resulting from data, specifications, or assets provided by you.
Unauthorized or unlawful use of the Services by your employees or authorized users.
11. Force Majeure
Neither party shall be liable for any failure or delay in performance (except payment obligations) caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, civil unrest, fires, floods, earthquakes, epidemics, cyberattacks, failure of public utilities or cloud infrastructure providers, or government acts.
12. Term, Suspension, and Termination
Termination for Convenience: Subscriptions may be canceled according to plan rules. Consulting engagements may be terminated as specified in the applicable SOW.
Termination for Cause: Either party may terminate an agreement immediately if the other party materially breaches these Terms or an SOW and fails to cure such breach within thirty (30) days of receiving written notice.
Effect of Termination: Upon termination, all licenses granted immediately cease, outstanding unpaid invoices become due, and each party shall return or destroy the other’s Confidential Information.
13. Governing Law, Arbitration, & Jurisdiction
Governing Law: These Terms shall be governed by and construed in accordance with the laws of India.
Arbitration: Any dispute, controversy, or claim arising out of or in connection with these Terms or Services shall be resolved through binding arbitration in accordance with the Arbitration and Conciliation Act, 1996 (India). The arbitration shall be conducted by a sole arbitrator mutually appointed by both parties. The seat and venue of arbitration shall be Hyderabad, Telangana, India, and proceedings shall be in English.
Jurisdiction: Subject to the arbitration clause, the competent courts in Hyderabad, Telangana, India shall have exclusive jurisdiction over any legal matters.
14. Grievance Redressal Mechanism (Indian IT Rules)
In compliance with the Information Technology Act, 2000 and rules made thereunder, grievances regarding the platform or services can be directed to our Grievance Officer:
Attn: Grievance Officer
Entity: Spatial Guide Private Limited
Email: contact@spatial.guide (Subject line: Attention: Grievance Officer)
Address: Registered Office, Spatial Guide Private Limited, Hyderabad, Telangana, India
15. Changes to Terms & Entire Agreement
Updates: We reserve the right to modify these Terms at any time. Changes become effective upon posting with a revised "Last Updated" date. Continued use of the Services after updates constitutes acceptance.
Entire Agreement: These Terms, together with any executed SOWs, Master Services Agreements, and our Privacy Policy, constitute the entire agreement between you and Spatial Guide regarding the Services, superseding all prior oral or written agreements.
16. Contact Us
If you have questions regarding these Terms or need to issue a legal notice, please contact:Spatial Guide Private Limited
Email: contact@spatial.guide
Website: https://www.spatial.guide
Disclaimer: This draft combines standard SaaS terms with enterprise IT consulting benchmarks. It is recommended to have a legal professional review this prior to publishing to align with your specific service agreements and operational setup.
