1. Introduction
These Terms and Conditions govern the provision of services by Lightening Infotech Solutions Pvt. Ltd. to any client, business, or individual that engages us for Cloud Services, Engineering Services, Cybersecurity Services, or Managed Services. By accepting a proposal, engagement letter, purchase order, or Statement of Work (SOW) with us, or by using our Services, you agree to be bound by these Terms.

A formal Statement of Work (SOW) is prepared in specific cases — for example, where required for AWS partner review/validation purposes — rather than for every engagement by default. For other engagements, a proposal, quote, or engagement letter serves as the governing scope document. Where a client’s confidentiality requirements call for it, the Client may be asked to execute a Non-Disclosure Agreement (NDA) in addition to, or in place of, other documentation.

Where a signed SOW, NDA, Master Services Agreement (MSA), or client-specific contract conflicts with these Terms, the signed agreement will govern for that engagement.

2. Scope of Services
We provide professional services across four domains:

• Cloud Services — architecture design, migration, cost optimization, provisioning, and cloud
  consulting (AWS, Azure, GCP).
• Engineering Services — construction and civil/structural engineering support, 3D modeling,
  CAD/BIM drafting, and related design and visualization services (independent of our cloud/IT
  work).
• Cybersecurity Services — security assessments, configuration hardening, compliance guidance,
  and related advisory work.
• Managed Services — ongoing monitoring, maintenance, incident response, and support for
  client environments under a defined SLA.

The exact deliverables, timelines, and fees for any engagement will be defined in a separate proposal, engagement letter, or — where applicable, such as for AWS partner review purposes a formal SOW, which forms part of these Terms by reference.

3. Client Responsibilities
The Client agrees to:

• Provide timely access to systems, accounts, credentials, and personnel reasonably required for
  us to perform the Services.
• Ensure it has the legal right to grant us access to its cloud accounts, data, and infrastructure.
• Designate an authorized point of contact for approvals (e.g., production changes, cost
  thresholds).
• Maintain its own data backups and disaster recovery arrangements independent of our
  engagement, unless backup/DR is an explicitly contracted deliverable.
• Review and approve cost estimates, architecture proposals, and change requests before
  implementation.

4. Fees and Payment

• Fees will be quoted per SOW/proposal, as fixed-price, time-and-materials, or recurring (monthly
  retainer) as agreed.
• Invoices are payable within 15 days of the invoice date, unless otherwise agreed in writing.

• Third-party costs (e.g., AWS/Azure/GCP consumption charges, software licenses are billed
  separately, as specified in the SOW, and are the Client’s responsibility regardless of engagement
  status.
• All fees are exclusive of applicable taxes (e.g., GST) unless stated otherwise.

5. Intellectual Property

• Pre-existing tools, scripts, templates, frameworks, and methodologies owned by the Company
  before an engagement remain our property.
• Deliverables created specifically for the Client under a paid engagement (e.g., custom
  architecture documents, SOWs, scripts written exclusively for that Client) will be owned by the
  Client upon full payment, unless otherwise agreed.
• We retain the right to reuse general know-how, techniques, and non-confidential learnings
  gained during an engagement for other clients.

6. Confidentiality

Both parties agree to keep confidential any non-public business, technical, or financial information disclosed during the engagement, and to use it only for the purposes of the engagement. For engagements where confidentiality is a particular concern, the Client may be required to execute a separate Non-Disclosure Agreement (NDA), the terms of which will govern over this clause where the two conflict. Where no separate NDA is signed, this clause applies on its own. This obligation survives termination of the engagement except for information that:

• Is or becomes publicly available through no fault of the receiving party;
• Was already known to the receiving party without confidentiality obligation, or
• is required to be disclosed by law or regulatory authority.

7. Data Security & Compliance

• We will apply reasonable technical and organizational measures (e.g., least-privilege access,
  MFA, encrypted credential storage) when handling Client systems and data.
• Access to Client production environments is provided solely for performing the contracted
  Services and will be used strictly within the agreed scope.
• Clients remain the data controller/owner of their own data; we act as a service
  provider/processor for the purposes of the engagement.
• Where applicable, the parties may execute a separate Data Processing Addendum (DPA) for
  engagements involving personal data.

8. Service Level Expectations (Managed Services)

For ongoing Managed Services engagements, service levels (e.g., response times, uptime monitoring commitments, escalation paths) will be defined in a separate SLA document attached to the SOW. In the absence of a specific SLA, Services are provided on a reasonable-efforts, business-hours basis (IST, Monday–Friday, excluding public holidays), unless 24×7 support is explicitly contracted.

9. Limitation of Liability

• To the maximum extent permitted by law, our total liability arising out of any engagement will
  not exceed the total fees paid by the Client for the specific Service giving rise to the claim in the
  preceding months.
• We are not liable for indirect, incidental, special, or consequential damages, including loss of
  profits, data, or business opportunity, except where caused by our gross negligence or willful
  misconduct
• We are not liable for outages, data loss, or security incidents caused by the Client’s own
  misconfiguration, third-party cloud provider failures, or actions taken outside our documented
  recommendations.
• Nothing in these Terms limits liability that cannot be excluded under applicable Indian law.

10. Indemnification

Each party agrees to indemnify the other against third-party claims arising from its own breach of these Terms, gross negligence, willful misconduct, or infringement of intellectual property rights, subject to the limitation of liability above.

11. Term and Termination

• Engagements continue for the term specified in the applicable SOW, or until completion of
  defined deliverables.
• Either party may terminate a recurring (e.g., Managed Services) engagement with written
  notice.
• We may suspend or terminate Services immediately for non-payment, illegal use of Services, or
  breach of these Terms that is not cured within 10 days of notice.
• Upon termination, the Client remains liable for fees for work performed up to the termination
  date.

12. Force Majeure

Neither party is liable for delay or failure to perform due to events beyond its reasonable control, including natural disasters, war, labor disputes, internet/cloud provider outages, or government action.

13. Governing Law and Dispute Resolution

These Terms are governed by the laws of India. Courts at Kochi, Kerala will have exclusive jurisdiction, to any arbitration clause the parties may separately agree to in an SOW/MSA.

14. Amendments

We may update these Terms from time to time; material changes will be communicated to active clients. Continued use of Services after such changes constitutes acceptance.