Terms & Conditions

01Definitions

• Agreement means these Terms together with any proposal, statement of work, master services agreement, purchase order or similar document executed between you and AptenTech.
• Deliverables means the software, code, designs, documentation and other materials specifically created by AptenTech for you under a Statement of Work.
• Statement of Work or SOW means a written document describing the scope, timelines, fees, assumptions and deliverables for a particular engagement.
• Pre-Existing IP means any tools, libraries, frameworks, components, know-how or materials owned or licensed by AptenTech prior to, or developed independently of, an engagement with you.
• Confidential Information has the meaning given in Clause 10.

02Eligibility and acceptance

You must be at least 18 years of age and legally capable of entering into a binding contract under the Indian Contract Act, 1872. If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, and "you" refers to that entity.

Your continued use of the Website following any update to these Terms constitutes acceptance of the updated Terms.

03Scope of services

AptenTech provides custom software development, mobile and web application development, AI and data engineering, quality assurance, consulting, maintenance and related professional services. The precise scope of any engagement is defined exclusively in the applicable SOW or proposal.

Nothing on the Website constitutes an offer capable of acceptance. Estimates, timelines, indicative pricing and technical opinions published on the Website or shared during pre-sales discussions are provided for general guidance only and do not create a binding commitment unless recorded in a signed SOW.

Where these Terms conflict with a signed SOW or master services agreement, the signed document prevails to the extent of the conflict.

04Proposals, estimates and change requests

Estimates are prepared on the basis of the information available and the assumptions recorded at the time. Where those assumptions change — for example, a change in scope, an undocumented integration, a delay in receiving access or approvals, or a change in third-party dependencies — the effort, timeline and fees may change accordingly.

Any change to agreed scope will be documented as a written change request setting out the impact on effort, cost and timeline. Work on a change request will begin only after written approval by you.

05Fees, invoicing and taxes

• Fees, the billing model (fixed price, time and materials, or monthly retainer), the currency and the payment schedule are set out in the applicable SOW.
• Unless stated otherwise, invoices are payable within — days of the invoice date.
• All fees are exclusive of applicable taxes. Goods and Services Tax (GST) and any other statutory levies will be charged in addition at the prevailing rate.
• Where you are required to deduct tax at source (TDS) under Indian law, you shall deduct at the applicable rate and furnish the relevant TDS certificate within the statutory timeline.
• For international clients, any withholding tax, bank charges or currency conversion costs are to your account unless expressly agreed otherwise.
• Late payments may attract interest at —% per month, or the maximum permitted by law, whichever is lower, from the due date until payment is received.
• Third-party costs incurred on your behalf — cloud hosting, licences, app store fees, API subscriptions, paid tooling — are billed at cost unless the SOW states otherwise.

We may suspend Services and withhold Deliverables where an undisputed invoice remains unpaid for more than — days after written notice.

06Your responsibilities

Timely delivery depends on cooperation from both sides. You agree to:

• Provide accurate, complete and timely information, content, assets and specifications.
• Provide access to systems, environments, accounts, credentials and third-party vendors that the engagement requires.
• Nominate an authorised point of contact empowered to give approvals and make decisions.
• Review and respond to deliverables, questions and approval requests within the timelines set out in the SOW.
• Ensure that any content, data or materials you provide do not infringe third-party rights and comply with applicable law.
• Obtain and maintain any licences, consents, registrations or regulatory approvals required for your business or product.

Delays caused by pending inputs or approvals may extend timelines and, where they cause idle project capacity, may result in additional charges as recorded in the SOW.

07Acceptance and warranty period

Deliverables will be deemed accepted if you do not raise written defects within — days of delivery, or upon your first commercial use of the Deliverables, whichever is earlier.

For a period of — days following acceptance, we will correct reproducible defects in the Deliverables that cause a material deviation from the agreed specification, at no additional charge. This warranty does not cover issues arising from modifications made by you or a third party, changes in third-party services or platforms, use outside the documented environment, or your failure to apply supplied updates.

08Intellectual property

Subject to full payment of all amounts due, all right, title and interest in the Deliverables created specifically for you under an SOW vest in you upon receipt of final payment for the relevant milestone or engagement.

AptenTech retains all right, title and interest in its Pre-Existing IP. Where Pre-Existing IP is incorporated into a Deliverable, we grant you a perpetual, worldwide, non-exclusive, royalty-free licence to use, modify and distribute that Pre-Existing IP solely as part of the Deliverable.

Deliverables may include third-party or open-source components governed by their own licences. Your use of those components is subject to those licences, and we will identify material components on request.

All trademarks, logos, service marks and brand elements displayed on the Website remain the property of their respective owners. Nothing in these Terms grants you a right to use AptenTech branding without prior written consent.

Unless you notify us otherwise in writing, we may reference your name and a general description of the work in our portfolio, case studies and marketing materials. We will not disclose Confidential Information in doing so.

09Website use and acceptable conduct

You agree not to:

• Use the Website for any unlawful, fraudulent or malicious purpose.
• Attempt to gain unauthorised access to the Website, its servers or any connected system.
• Introduce viruses, malware or any other harmful code.
• Scrape, crawl, harvest or copy content or data other than as permitted by our robots directives.
• Submit false, misleading or third-party personal information through our forms.
• Interfere with or disrupt the integrity or performance of the Website.

We reserve the right to restrict or terminate access to the Website where we reasonably believe this clause has been breached.

10Confidentiality

"Confidential Information" means any non-public information disclosed by one party to the other, whether in writing, orally or by inspection, that is designated as confidential or that a reasonable person would understand to be confidential — including business plans, technical designs, source code, data, pricing and commercial terms.

Each party agrees to protect the other's Confidential Information with at least the same care it applies to its own, to use it only for the purposes of the engagement, and to disclose it only to personnel and subcontractors who need it and are bound by equivalent obligations.

These obligations do not apply to information that is publicly available through no breach, was already lawfully known, is independently developed, or is required to be disclosed by law or a competent authority — in which case reasonable notice will be given where legally permitted.

Confidentiality obligations survive termination for a period of — years, and indefinitely for trade secrets and source code.

11Data protection

Our handling of personal data is described in our Privacy Policy, which forms part of these Terms.

Where we process personal data on your behalf in the course of delivering Services, you act as the Data Fiduciary (or Controller) and we act as a Data Processor. In that capacity we will process personal data only on your documented instructions, apply reasonable security safeguards, and assist you with data principal requests and breach notification obligations to the extent reasonably practicable. Where required, the parties will execute a separate data processing agreement.

You are responsible for ensuring that you have a lawful basis for any personal data you provide to us or instruct us to process.

12Third-party services

Deliverables may rely on third-party platforms, APIs, cloud infrastructure, app stores, payment gateways or software libraries. Those services are governed by their own terms, pricing and availability, and are outside our control.

We are not responsible for any change, deprecation, outage, price increase or policy decision by a third-party provider, or for any resulting impact on a Deliverable. Where such a change requires rework, that rework will be handled as a change request.

13Disclaimers

The Website and its content are provided on an "as is" and "as available" basis. To the maximum extent permitted by law, we disclaim all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose and non-infringement.

Content on the Website — including blog articles, guides, cost ranges and technical opinions — is provided for general information only. It does not constitute professional, legal, financial or regulatory advice, and should not be relied on as such. You should obtain independent advice before acting on it.

We do not warrant that the Website will be uninterrupted, timely, secure or error-free, or that any Deliverable will be free of all defects.

14Limitation of liability

To the maximum extent permitted by applicable law:

• Neither party shall be liable for any indirect, incidental, special, punitive or consequential loss, or for loss of profit, revenue, business, goodwill, anticipated savings or data, however arising.
• AptenTech's total aggregate liability arising out of or in connection with an engagement shall not exceed the total fees actually paid by you to AptenTech under the relevant SOW during the — months preceding the event giving rise to the claim.
• Nothing in these Terms limits or excludes liability for fraud, wilful misconduct, gross negligence, or any liability that cannot lawfully be limited.

15Indemnity

You agree to indemnify and hold harmless AptenTech, its directors, employees and subcontractors against any claim, loss, liability, damage, cost or expense (including reasonable legal fees) arising from: your breach of these Terms or applicable law; content, data or materials supplied by you; your use or commercialisation of the Deliverables; or a third-party claim that materials you supplied infringe their rights.

16Term, suspension and termination

These Terms apply for as long as you use the Website or an engagement remains in effect. Either party may terminate an engagement:

• For convenience, on — days' prior written notice, subject to payment for all work performed and non-cancellable commitments incurred up to the effective date of termination.
• For cause, with immediate effect, if the other party commits a material breach that is not remedied within — days of written notice.
• With immediate effect, on insolvency, winding up or an equivalent event affecting the other party.

On termination, we will invoice for work performed up to the termination date, and — subject to payment of undisputed amounts — hand over completed Deliverables, credentials and documentation. Clauses relating to intellectual property, confidentiality, liability, indemnity and governing law survive termination.

17Force majeure

Neither party shall be liable for any delay or failure to perform caused by events beyond its reasonable control, including natural disasters, epidemics, war, civil unrest, government action, strikes, failure of public infrastructure, extended power or internet outage, or large-scale failure of third-party cloud services. The affected party shall notify the other promptly and use reasonable efforts to mitigate the impact.

18Non-solicitation

During an engagement and for — months after its conclusion, neither party shall directly solicit for employment any personnel of the other who were materially involved in the engagement, without the other party's prior written consent. This does not restrict general recruitment advertising not specifically targeted at such personnel.

19Independent contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship. Neither party may bind the other or make representations on its behalf.

20Governing law and dispute resolution

These Terms and any dispute arising out of or in connection with them shall be governed by and construed in accordance with the laws of India, without regard to conflict of law principles.

The parties shall first attempt to resolve any dispute amicably through good-faith discussion between senior representatives within — days of written notice of the dispute.

If the dispute is not resolved, it shall be referred to arbitration under the Arbitration and Conciliation Act, 1996, before a sole arbitrator appointed by mutual agreement. The seat and venue of arbitration shall be Demo City, India, and the proceedings shall be conducted in English. The arbitral award shall be final and binding.

Subject to the above, the courts at Demo City, India shall have exclusive jurisdiction.

21General

• Entire agreement. These Terms, together with any signed SOW and our Privacy Policy, constitute the entire agreement between the parties on their subject matter.
• Severability. If any provision is held invalid or unenforceable, the remaining provisions continue in full force.
• Waiver. A failure to enforce any provision is not a waiver of the right to enforce it later.
• Assignment. You may not assign these Terms without our prior written consent. We may assign to an affiliate or in connection with a merger or sale of assets.
• Notices. Notices shall be in writing and sent to the addresses recorded in the SOW or to the contact details below.
• Subcontracting. We may engage subcontractors, and remain responsible for their performance and for binding them to equivalent confidentiality obligations.

22Changes to these Terms

We may update these Terms from time to time to reflect changes in our services, operations or applicable law. The updated version will be posted on this page with a revised "Last updated" date. Material changes affecting an active engagement will be communicated to you directly. Changes do not apply retrospectively to a signed SOW.

23Contact us

For any question about these Terms, please contact us: