1.1. "Company" or "WinrySoft" refers to WinrySoft, a software engineering and IT services provider having its principal place of operations at Kaunia, Barisal, Bangladesh.
1.2. "Client" or "Customer" means the individual, business entity, academic institution, healthcare facility, or corporation procuring Services, Software, or Consulting from WinrySoft.
1.3. "Services" encompasses all bespoke software engineering, mobile application development, website architecture, cloud deployment, API integrations, maintenance, and technical consulting rendered by WinrySoft.
1.4. "Software Products" refers to off-the-shelf, proprietary software solutions owned by WinrySoft, including but not limited to Hospital Pro, School ERP, Smart POS, Accounting ERP, and Newspaper Portal systems.
1.5. "Deliverables" signifies all code, technical documentation, graphical UI assets, database architectures, and configurations created specifically for Client under an executed Statement of Work (SOW).
2.1. Custom Software Engineering: Custom development projects are executed based upon written project specifications, quotations, or SOWs. Each SOW defines deliverables, estimated timelines, milestone phases, and fee schedules. In the event of any conflict between an individual SOW and these Terms of Service, the specific terms of the SOW shall prevail solely for that project.
2.2. Software Product Subscriptions & Licenses: Access to WinrySoft's proprietary software products is granted on a non-exclusive, non-transferable, revocable license or subscription basis. The Client acquires no title, ownership, or source code rights in proprietary products unless an explicit source code purchase agreement is signed by an authorized signatory of WinrySoft.
3.1. Pre-Existing IP and Frameworks: WinrySoft retains absolute, unencumbered ownership of all pre-existing intellectual property, core software engines, boilerplate modules, utility libraries, algorithms, user interface controls, and developer tooling ("Company Core IP"). Nothing herein shall be construed as transferring any Company Core IP to Client.
3.2. Conditional Assignment of Custom Deliverables: Subject to Clause 3.3, upon ONE HUNDRED PERCENT (100%) FULL AND FINAL SETTLEMENT of all contractual fees, milestone invoices, and statutory taxes, WinrySoft transfers to Client all copyright, title, and ownership interest in the bespoke code and visual branding assets crafted exclusively for Client under the relevant SOW.
3.3. IP Transfer Suspension for Default: If Client defaults on milestone payments, fails to settle invoices, or breaches confidentiality, WinrySoft maintains a possessory lien over all code, designs, and staging servers. No license or copyright assignment takes effect until full financial settlement is realized.
4.1. Asset Provision & Access: Client shall furnish all requisite content, logos, API credentials, server access, and technical criteria in a timely manner. Delays in asset submission by Client automatically extend delivery deadlines.
4.2. Mandatory 14-Calendar-Day Response SLA: Software engineering resources are allocated on strict production schedules. If WinrySoft submits a formal request for Client review, feedback, content, server access, or milestone approval, and Client fails to provide an actionable written response within fourteen (14) consecutive calendar days:
5.1. User Acceptance Testing (UAT) Period: Upon notification from WinrySoft that a milestone, beta version, or staging build is ready for review, Client is afforded ten (10) business days ("Review Period") to perform acceptance testing in accordance with agreed specifications.
5.2. Consolidated Defect Notice: Any rejection must be delivered in writing during the Review Period, detailing reproducible non-conformities against the functional scope.
5.3. Deemed Legal Acceptance: If Client fails to deliver a written notice of defect within ten (10) business days, or commences production use of the milestone, the deliverable SHALL BE CONCLUSIVELY DEEMED ACCEPTED AND APPROVED AS-IS. Upon deemed acceptance, the associated milestone payment becomes immediately due and payable.
6.1. Constructive Project Abandonment: If a project remains in Dormant Status under Clause 4.2 for sixty (60) consecutive calendar days without written resolution, the project is legally declared Formally Abandoned by reason of Client default.
6.2. Non-Refundable Advance Retainers: ALL ADVANCE PAYMENTS, DEPOSITS, BOOKING RETAINERS, AND MILESTONE DISBURSEMENTS RECEIVED PRIOR TO ABANDONMENT ARE STRICTLY ONE HUNDRED PERCENT (100%) NON-REFUNDABLE AND NON-TRANSFERABLE. SAID SUMS REPRESENT PRE-ESTIMATED LIQUIDATED DAMAGES COMPENSATING WINRYSOFT FOR RESERVED ENGINEERING CAPACITY, INITIAL SCOPING, TECHNICAL OVERHEAD, AND LOST BUSINESS OPPORTUNITIES.
6.3. Termination of Delivery Duty: Upon declaration of abandonment, WinrySoft is permanently discharged from any obligation to complete, deliver, deploy, or maintain the project.
7.1. Reactivation Fee: Any request by Client to resume an abandoned or dormant project requires prior written consent from WinrySoft and payment of a mandatory Project Reactivation Fee equal to twenty percent (20%) of the total project value, or a minimum charge of BDT 15,000 (or USD 200 for international accounts).
7.2. Scope and Cost Adjustments: Reactivated projects are subject to re-scoping and cost adjustments reflecting current engineer rates, technological shifts, third-party API revisions, and server hosting tariffs. Work resumes only upon resource availability in WinrySoft's active delivery pipeline.
8.1. Currencies: Invoices are denominated in Bangladeshi Taka (BDT) for domestic entities and United States Dollars (USD) for international accounts.
8.2. Payment Channels: Acceptable payment instruments include corporate bank wire transfers (BEFTN/RTGS/NPSB), verified corporate Mobile Financial Services (bKash Merchant, Nagad, Rocket), Account Payee Cheques, and licensed corporate debit/credit card merchant gateways.
8.3. Late Payments: Unpaid invoices overdue by fourteen (14) days accrue commercial interest at 1.5% per month (or the maximum rate permitted by Bangladesh law). WinrySoft reserves the right to suspend staging environments, SaaS instances, or live application maintenance during payment defaults.
8.4. NBR Withholding Tax (TDS / VDS): Quoted fees are net of statutory withholding taxes unless explicitly stated otherwise. Where Client is mandated by National Board of Revenue (NBR) regulations to deduct Tax Deducted at Source (TDS) or VAT Deducted at Source (VDS), Client MUST furnish an official NBR Treasury Challan (Certificate of Deduction) within thirty (30) days of invoice payment. In the absence of a valid Treasury Challan, Client remains liable to pay the full gross amount to WinrySoft.
Staging subdomains, testing databases, and temporary build servers provided by WinrySoft are ephemeral workspaces. WinrySoft decommissions and purges staging data for any project that has been dormant or abandoned for thirty (30) calendar days. WinrySoft bears zero liability for loss of test data on decommissioned environments.
10.1. Limited Bug-Fix Warranty: Custom software deliveries include a thirty (30) calendar day bug-fix warranty commencing upon delivery or deemed acceptance, covering code defects directly non-compliant with agreed functional specifications.
10.2. Warranty Exclusions: WinrySoft disclaims all warranty liability if: (a) Client or third parties modify source code or database schemas; (b) issues stem from third-party APIs, telecom SMS gateways, or cloud hosting outages; or (c) defects arise from cyberattacks, client server misconfigurations, or software environment changes.
10.3. "As-Is" Disclaimer: EXCEPT FOR EXPRESS WARRANTIES STATED IN AN SOW, ALL SOFTWARE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR UNINTERRUPTED ERROR-FREE OPERATION.
11.1. Monetary Cap: TO THE MAXIMUM EXTENT PERMITTED UNDER BANGLADESH LAW, WINRYSOFT'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH ANY CONTRACT, SOFTWARE PRODUCT, OR SERVICE SHALL NOT EXCEED THE TOTAL AGGREGATE FEES ACTUALLY RECEIVED BY WINRYSOFT FROM CLIENT UNDER THE SPECIFIC SOW IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CLAIM.
11.2. Consequential Damages Waiver: IN NO EVENT SHALL WINRYSOFT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, BUSINESS INTERRUPTION, DATA CORRUPTION, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Client agrees to defend, indemnify, and hold harmless WinrySoft, its directors, developers, and agents from and against all third-party claims, liabilities, losses, damages, fines, and legal costs arising from: (a) Client-provided content or materials violating intellectual property or privacy laws; (b) Client's unlawful use of software products; or (c) violations of the Cyber Security Act, 2023 or other statutory provisions of Bangladesh.
Both parties agree to protect and maintain in strict confidence all proprietary technical information, customer databases, trade secrets, and financial details received during the engagement, and not to disclose such data to any third party without prior written authorization, except as required by competent legal process.
14.1. Governing Law: These Terms of Service and all related agreements shall be governed by, construed, and enforced exclusively in accordance with the substantive laws of the People's Republic of Bangladesh.
14.2. Negotiation: In the event of a dispute, the parties shall make good faith commercial efforts to settle the matter amicably through direct executive consultation within thirty (30) calendar days.
14.3. Arbitration & Jurisdiction: If unsettled through negotiation, disputes shall be submitted to binding arbitration conducted in accordance with the Arbitration Act, 2001 of Bangladesh. The seat of arbitration shall be Dhaka or Barisal, Bangladesh. The civil courts of Bangladesh shall retain exclusive territorial jurisdiction over any judicial relief.
15.1. Modification of Terms: WinrySoft reserves the right, at its sole discretion, to modify, amend, update, or replace any part of these Terms of Service at any time. Changes become effective immediately upon being published on this website with an updated revision date.
15.2. Service & Pricing Adjustments: WinrySoft reserves the right to modify, enhance, update, suspend, or discontinue any software product, feature, service tier, API specification, or standard pricing structure with or without prior notice.
15.3. Continued Acceptance: Your continued access to or use of the website, software products, or ongoing engineering services following the publication of any modifications constitutes full and irrevocable acceptance of the revised Terms of Service.