1. Definitions
• Company: The vendor or service provider delivering the software and hardware.
• Client: The purchaser, which may be a transit authority, public sector unit, or private enterprise.
• Devices: Physical hardware provided (e.g., swing gates, validators, palm vein recognition & facial recognition devices, Integrated card readers, QR readers, sensors).
• Software: All related programs, mobile apps, firmware, and backend platforms.
• Support Services: Maintenance, bug fixes, updates, and customer support.

2. Scope of Supply
• Company agrees to deliver hardware devices and software solutions as per the mutually signed purchase order or contract.
• Software may include firmware, mobile/web applications, APIs, and middleware.

3. Licensing (Software)
• Software is licensed, not sold.
• License type: Perpetual / Subscription / SaaS (as specified).
• The license is non-transferable, non-exclusive, and limited to the agreed number of devices/users.

4. Ownership & Intellectual Property
• The Company retains full ownership of all intellectual property rights in the software and associated documentation.
• Any customizations or enhancements remain the property of the Company unless explicitly transferred in writing.

5. Delivery & Installation
• Devices will be delivered within the timeframe mentioned in the contract.
• Installation and commissioning will be conducted by authorized personnel.

6. Warranty & Support
• Software Warranty: Covers defects and bugs for the agreed period post-deployment.
• AMC (Annual Maintenance Contract): Optional or included, depending on terms.
• Support SLA: Response and resolution times are defined as per service level agreement.

7. Payment Terms
• Advance payment, milestone-based, or upon delivery (as agreed).
• Delays in payment may incur late fees or interest as defined in the contract.

8. Limitation of Liability
• The Company is not liable for any indirect, incidental, or consequential damages.
• Total liability is limited to the amount paid for the specific hardware or software under dispute.

9. Data Protection & Privacy
• All data collected by the devices/software will be handled per applicable data privacy laws (e.g., GDPR, DPDP Act).
• The Company will not share, sell, or misuse client data.
• Responsibility for storing transit/user data may rest with the client.

10. Updates & Upgrades
• Minor updates and patches will be provided free during the warranty/support period.
• Major version upgrades may be subject to additional licensing fees.

11. Termination
• Either party may terminate the agreement for cause (e.g., breach of terms) with 30-day notice.
• Upon termination, all software licenses are revoked, and the client must uninstall the software.

12. Indemnity
• The Client agrees to indemnify the Company against third-party claims arising out of misuse or unauthorized modifications of hardware/software.

13. Force Majeure
• Neither party shall be liable for failure to perform due to events beyond reasonable control (natural disasters, war, cyberattacks, etc.).

14. Governing Law & Jurisdiction
• This agreement shall be governed by the laws of [India/Telangana].
• Disputes shall be subject to the exclusive jurisdiction of the courts at [Hyderabad].

15. Miscellaneous
• No waiver of any breach shall be deemed a waiver of subsequent breaches.
• All communications shall be in writing (email, registered post).
• The agreement represents the entire understanding between parties and supersedes prior communications.