Legal Hub

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/legalhub/

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 applicable order of precedence defined under the Kntinuity Ventures Legal Hub shall apply.

The SOW shall govern project-specific scope, timelines, and deliverables within that hierarchy.

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.

All engagements, including AMC, infrastructure services, and project-based work, operate as defined service cycles in alignment with the Kntinuity Ventures Legal Hub.

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.

Service Activation Alignment

All Sproutbean services operate under the service activation framework defined by Kntinuity Ventures.

No service shall be considered active without a valid invoice and completed payment.

No continuity shall be implied from prior engagement or system availability.

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.

Sproutbean services are structured across independent service layers:

  • Infrastructure Services — limited to hosting, uptime continuity, and environment provisioning
  • Platform Stewardship — responsible for maintenance, monitoring, updates, and operational stability

Each layer operates independently and must be activated separately through its respective service cycle.

Infrastructure availability does not constitute active Platform Stewardship. Continued accessibility, residual uptime, or temporary operational status shall not be interpreted as active service coverage or assumption of operational responsibility.

Managed Infrastructure Ownership, Access & Control

Where infrastructure, hosting environments, cloud systems, DNS platforms, deployment pipelines, monitoring systems, or related operational tooling are provisioned or managed by Sproutbean, such systems remain part of Sproutbean’s managed infrastructure environment.

Infrastructure services are provided as managed operational services and not as transfer-of-title or infrastructure resale arrangements unless explicitly stated otherwise in writing.

Payment for infrastructure services, hosting cycles, Platform Stewardship, or related operational services does not constitute transfer of ownership, transfer-of-title rights, unrestricted administrative access, or entitlement to the underlying infrastructure layer.

Unless explicitly agreed in writing, the following are not included as part of standard website delivery, Platform Stewardship, AMC, or infrastructure continuity services:

  • root server access
  • cloud console ownership
  • infrastructure administrator credentials
  • DNS platform ownership
  • deployment pipeline access
  • server-level configuration control
  • internal monitoring systems
  • proprietary operational tooling
  • provisioning environments
  • internal infrastructure accounts

Limited client-facing administrative access may be provided where operationally appropriate and solely at Sproutbean’s discretion; however, such access shall not be interpreted as unrestricted infrastructure ownership, transfer rights, or operational entitlement.

Any infrastructure, DNS, deployment, monitoring, automation, operational tooling, or cloud environments provisioned under Sproutbean-controlled accounts may contain shared governance structures, internal operational dependencies, security controls, or proprietary management layers which are not client-transferable by default.

Where a client elects to move to a third-party provider or independently managed environment, Sproutbean is not obligated to transfer internal infrastructure accounts, managed operational environments, or provider-controlled infrastructure tooling.

In such cases, transition shall occur through either:

  • raw file handover without operational responsibility, or
  • a separately scoped managed migration and transition engagement.

Any migration, environment recreation, reconfiguration, deployment, or operational transfer work shall be treated as a separate chargeable engagement.

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 structured Handover & Exit Protocol designed to ensure continuity and operational clarity rather than platform lock-in.

Raw File Handover (No Support Included)

Upon written request, Sproutbean may provide available raw project files, database exports, and associated assets in their current state.

This raw file handover is provided without:

  • deployment support
  • migration assistance
  • environment setup
  • configuration
  • troubleshooting
  • optimization
  • operational warranty
  • continuity obligations

No guarantee is provided regarding:

  • compatibility with external infrastructure
  • successful deployment
  • application functionality outside the original environment
  • infrastructure parity
  • undocumented dependencies
  • operational continuity after transfer

All files and exports are delivered strictly on an “as-is” basis.

Upon completion of raw file delivery, all operational responsibility, maintenance obligations, continuity obligations, support obligations, monitoring responsibility, infrastructure accountability, and associated liability immediately cease.

Managed Migration & Transition Services (Chargeable)

Where clients require assisted migration, deployment, environment recreation, transition management, or operational continuity support, such work is treated as a separate professional engineering engagement.

Managed migration and transition services are subject to a minimum base engagement fee of USD 400, with final pricing determined after technical scope evaluation. Sproutbean reserves the right to decline migration or transition engagements involving unsupported, unstable, compromised, externally modified, or operationally unsuitable environments.

Pricing may increase depending on factors including:

  • infrastructure complexity
  • hosting architecture
  • cloud environments
  • database size
  • CI/CD requirements
  • third-party integrations
  • headless or distributed systems
  • DNS migration
  • deployment requirements
  • security and stabilization requirements
  • urgency and transition timelines

Under a managed migration engagement, Sproutbean assumes responsibility only for the specifically defined migration scope documented in the approved Statement of Work (SOW).

All managed migration work requires:

  • formal scope definition
  • written approval
  • payment confirmation

prior to commencement.

Early Exit & Prepaid Service Cycles

Infrastructure services, Platform Stewardship engagements, AMC cycles, and related operational services are provisioned and commercially structured as fixed service cycles.

Where a client elects to terminate services, migrate to a third-party provider, request handover, or independently manage the platform prior to completion of an active prepaid service cycle:

  • no full or partial refund shall apply
  • no pro-rata adjustment shall apply
  • no retroactive cancellation shall apply
  • no reimbursement shall arise for unused time within the active cycle

This applies irrespective of:

  • actual infrastructure utilisation
  • migration timing
  • reduced usage
  • independent third-party involvement
  • operational preference changes
  • early termination decisions by the client

Infrastructure capacity, engineering allocation, provisioning commitments, governance overhead, reserved resources, operational planning, and continuity commitments may be allocated or commercially committed in advance for the duration of the active service cycle.

Accordingly, prepaid infrastructure and operational service fees remain non-refundable once the service cycle has commenced. No early termination, migration request, reduction in usage, or discontinuation of services by the client shall reduce the commercial obligations associated with the activated service cycle.

Infrastructure Dependency

Where systems are hosted on infrastructure provisioned through Sproutbean, continued access remains subject to an active infrastructure service cycle.

Failure to renew infrastructure services may result in suspension, decommissioning, or discontinuation of the environment and related operational services.

Responsibility & Operational Cut-Off

Unless covered under an active managed migration or stewardship engagement, all operational, maintenance, monitoring, security, and legal responsibility ceases immediately upon:

  • raw file handover,
  • service termination, or
  • infrastructure expiration,

whichever occurs first.

Any continued accessibility, temporary availability, or residual operation of systems after such point shall not be interpreted as continuation of services, assumption of responsibility, or waiver of these limitations.

Platform Stewardship and 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.

Scope Limitation & Add-On Framework

Platform Stewardship is limited strictly to maintenance of the existing system.

It does not include, and shall not be interpreted as including:

  • new features
  • redesign
  • structural changes
  • integrations
  • third-party system management

All such work is treated as a separate engagement and requires independent scoping, approval, and pricing.

Out-of-Scope Work Handling

Any request outside defined Platform Stewardship scope shall be treated as a separate engagement.

No work shall be initiated without:

  • scope definition
  • pricing confirmation
  • client approval

All such work is governed under Sproutbean’s structured add-on framework.

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 System Governance Without Stewardship

In the absence of an active Platform Stewardship cycle:

  • no monitoring is performed
  • no maintenance is carried out
  • no updates are applied
  • no issue resolution is undertaken

All risks associated with system operation in such a state are borne entirely by the client.

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. Operational records, infrastructure records, service notices, invoices, coverage reports, and continuity communications issued by Sproutbean shall constitute authoritative engagement records unless formally superseded in writing.

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. Historical pricing, discounts, accommodations, or prior commercial structures do not create entitlement to equivalent future pricing or engagement terms.

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. Sproutbean does not warrant compatibility, continuity, operational behaviour, or long-term availability of any third-party provider, integration, plugin, infrastructure platform, or external dependency.

Third-Party Systems Exclusion

Administration, configuration, or management of third-party systems, including but not limited to:

  • email platforms
  • CRM systems
  • analytics tools
  • integrations

is not included within Platform Stewardship and shall be treated as a separate engagement.

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.

Responsibility Limitation Without Stewardship

Where Platform Stewardship is inactive, Sproutbean assumes no responsibility for:

  • system performance
  • security
  • uptime stability
  • data integrity

No liability shall arise for any degradation or failure occurring outside an active stewardship cycle.

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.