Entity & Operating Structure
Sproutbean is a brand and operating studio of Kntinuity Ventures, Bangalore, India. Kntinuity Ventures is the sole legal entity responsible for contracting, billing, payments, compliance, and regulatory obligations.
Relationship to Kntinuity Ventures Policies
These Sproutbean Terms apply in addition to the master Policies & Terms of Kntinuity Ventures, available at: https://kntinuity.world/terms-and-polices/
In the event of any conflict, inconsistency, or ambiguity, the Kntinuity Ventures Policies & Terms shall prevail.
All professional services described on this website or communicated under the Sproutbean name are delivered by Kntinuity Ventures unless explicitly stated otherwise in a formally executed written agreement.
Any reference to “Sproutbean,” “we,” or “our” refers to Sproutbean as an operating unit of Kntinuity Ventures.
Engagement & Contractual Basis
Sproutbean provides digital engineering and platform services exclusively through structured, written engagements.
No verbal agreements, informal messages, or implied understandings are considered binding.
Work commences only after written acceptance of a formal Statement of Work (SOW) and receipt of the agreed initial payment. Where applicable, services are additionally governed by a Master Services Agreement (MSA) defining intellectual property ownership, confidentiality, liability limitations, and the overarching legal relationship.
In the event of any conflict between documents, the SOW shall take precedence with respect to project-specific scope, timelines, and deliverables.
All services are contracted, invoiced, and billed by Kntinuity Ventures, operating through the Sproutbean brand.
Nothing in these terms creates a partnership, joint venture, employment, or agency relationship between the client and Kntinuity Ventures or its brands.
Non-Reliance
Clients acknowledge that they have not relied on any representation, promise, or statement not expressly set out in a written agreement executed by Kntinuity Ventures. No reliance is placed on prior discussions, emails, or informal communications.
Work Methodology
Sproutbean operates as a remote-first, asynchronous engineering studio and does not function as a real-time support desk.
Communication is primarily asynchronous and conducted via email or the designated project management system. Meetings are limited to discovery, alignment, and escalation when necessary.
WhatsApp, Telegram, or similar messaging platforms are not used for project management except in explicitly declared emergencies.
Client delays, missing inputs, late approvals, or changes in direction may extend timelines and impact delivery schedules. Sproutbean is not responsible for delays caused by client-side dependencies.
Financial Policy
All deposits and milestone payments are strictly non-refundable. Invoices are payable upon receipt unless otherwise stated in writing.
Sproutbean reserves the right to pause work automatically if invoices exceed the agreed grace period. Work will resume only after outstanding balances are settled.
Any billing disputes must be raised in writing within seven calendar days of invoice issuance. Failure to raise a dispute within this period constitutes acceptance of the invoice in full.
Kntinuity Ventures reserves the right to suspend or withhold services, access, or deliverables in the event of delayed, disputed, or unpaid invoices until such amounts are settled.
Intellectual Property & Ownership
Upon full payment, the client owns the final project-specific implementation, custom designs created exclusively for the project, and the delivered website output. The client retains ownership of all content, media, and materials they provide.
Sproutbean retains full ownership of all background technology, including but not limited to the SEBS™ (Sproutbean Engineering & Build Standard), architectural patterns, reusable components, internal frameworks, scripts, tooling, deployment systems, and governance mechanisms.
Clients are granted a perpetual, royalty-free, non-transferable license to use Sproutbean’s background technology solely within the context of their delivered project. Repackaging, reselling, sublicensing, reverse engineering, or rebranding Sproutbean systems or SEBS™ is strictly prohibited.
Brand & Methodology Protection
The Sproutbean name, SEBS™, associated terminology, methodologies, and systems are proprietary intellectual property of Kntinuity Ventures.
Clients may not represent Sproutbean methodologies, frameworks, or systems as their own proprietary technology or disclose them publicly without prior written consent.
Unauthorized use, misrepresentation, or dilution of Sproutbean’s brand or engineering systems is prohibited.
Infrastructure Provisioning & Continuity
Infrastructure services (including hosting, servers, cloud resources, monitoring, and related systems) are provisioned in fixed service cycles and are not renewed automatically.
To ensure continuity, clients are required to confirm renewal and settle infrastructure invoices at least 30–90 days prior to the end of the active service term, depending on environment complexity and provisioning lead time.
Failure to confirm renewal within this window may result in:
- Lapse of infrastructure services at the end of the current term
- Decommissioning of environments
- Re-provisioning only under prevailing terms, pricing, and availability
Sproutbean is not responsible for outages, data loss, or business impact arising from delayed or absent renewal decisions by the client.
No Implied Renewals
Sproutbean does not offer implied, automatic, silent, or assumed renewals of any service, including infrastructure or maintenance.
All continuations require explicit written confirmation and payment. Silence, past practice, or ongoing access does not constitute renewal or extension.
Exit & Handover Protocol
Sproutbean supports professional transitions through a formal Handover & Exit Protocol designed to ensure continuity and system integrity rather than lock-in.
The base handover fee is USD 400 and must be paid prior to delivery. The handover includes a sanitized database export, file and media packaging, deployment and DNS instructions, credential summary, a basic operational runbook, and project structure documentation.
Complex environments involving CI/CD pipelines, cloud infrastructure, headless systems, or large-scale databases are scoped separately as billable engineering work.
This policy is fixed and applies uniformly across engagements.
Annual Maintenance Contracts (AMC)
Maintenance services are provided only where explicitly defined in a signed AMC. Included services typically cover security updates, plugin and theme updates, uptime monitoring, backups, and minor fixes within the agreed scope.
New features, redesigns, major architectural changes, plugin or license purchases, hosting failures, and recovery from client-side modifications are excluded unless separately contracted.
Client Responsibility
Clients are solely responsible for making timely decisions regarding renewal, continuation, or exit of services.
Sproutbean will issue notices and invoices in good faith; however, responsibility for continuity rests with the client. Delays, indecision, or non-response do not create liability for Sproutbean.
No Reliance on Prior Conduct
Any prior accommodations, goodwill actions, discounted pricing, or discretionary support provided by Sproutbean do not establish precedent or obligation.
Each engagement cycle is governed independently by its applicable written terms.
No Partial Acceptance
Clients may not partially accept services, deliverables, or access while rejecting associated fees, terms, or obligations.
Acceptance of any portion of services constitutes acceptance of the applicable engagement terms.
Documentation as Source of Truth
In the event of any discrepancy, Sproutbean’s written documentation—including invoices, notices, agreements, and emails—shall prevail over verbal discussions, informal messages, or recollections.
Professional Communication Boundaries
Sproutbean reserves the right to require all substantive communication to occur in writing for accuracy, accountability, and record-keeping.
Sproutbean is not obligated to engage via calls, messaging platforms, or ad-hoc discussions where matters have already been documented in writing.
No Obligation to Amend or Re-Contract
Sproutbean is not obligated to issue revised contracts, amendments, or bespoke agreements unless required by law or mutually agreed in writing.
Requests for new contracts, altered terms, or removal of standard policies do not suspend existing obligations or invoices.
Commercial Discretion
Pricing, service structure, provisioning terms, and engagement models are determined at Sproutbean’s sole commercial discretion and may change between engagement cycles.
Emergency Support
An emergency is strictly defined as a complete website outage, checkout or payment failure, active security breach, or data corruption.
All non-emergency issues are handled during business hours or within defined AMC response windows.
Information Security
Sproutbean follows a proportional, practical information security approach suitable for a distributed engineering studio.
This includes least-privilege access controls, encrypted credential storage, separation of staging and production environments, and basic logging and monitoring where applicable.
Credentials are never shared via insecure channels. Sproutbean does not claim ISO or equivalent certification unless explicitly stated in writing.
Privacy & Data Protection
Sproutbean acts as a Data Processor and processes data solely for the purpose of delivering contracted services.
Sproutbean does not sell, misuse, or exploit client or end-user data. Data handling practices align with applicable data protection laws, including the Indian Digital Personal Data Protection Act (DPDP), 2023, and the General Data Protection Regulation (GDPR) where applicable.
A Data Processing Addendum (DPA) is available upon request.
Third-Party Services
Sproutbean is not liable for failures, outages, or issues caused by third-party services, including hosting providers, CDNs, plugins, domain or DNS providers, or external vendors.
Acceptable Use
Delivered systems may not be used for malicious software, spam, fraud, deceptive practices, illegal activities, or content that violates applicable laws or third-party terms.
Sproutbean reserves the right to suspend services if systems are used in violation of this policy.
Limitation of Liability
The total liability of Kntinuity Ventures, arising from services delivered under the Sproutbean brand, is limited to the fees paid for the specific engagement giving rise to the claim.
Neither Sproutbean nor Kntinuity Ventures shall be liable for indirect, incidental, or consequential damages, including loss of revenue, data, or business opportunity.
No guarantees are made regarding uninterrupted availability or error-free operation.
Client Indemnity
Clients agree to indemnify and hold harmless Kntinuity Ventures from claims, damages, or losses arising from client content, client actions, misuse of delivered systems, or third-party disputes unrelated to Sproutbean’s direct engineering work.
Force Majeure
Sproutbean and Kntinuity Ventures shall not be liable for delays or failures caused by events beyond reasonable control, including infrastructure outages, internet disruptions, or third-party service failures.
No Collective Claims
Claims must be brought on an individual basis and not as part of any class, collective, or representative action.
Compliance
Services may not be used in violation of applicable export control, sanctions, or trade laws.
Governing Law & Jurisdiction
All agreements are governed by the laws of India. Jurisdiction lies exclusively with the courts of Bangalore, India.