Terms of Service

01Acceptance of terms

These Terms of Service ("Terms") form a legally binding agreement between you ("you", "your", "Client") and Appsmediaz Technologies LLP ("Appsmediaz", "we", "us", "our"), an Indian limited-liability partnership with its registered office at C1-1404, JKG Palm Court, Sector 16C, Greater Noida West, Uttar Pradesh 201307, India.

By accessing or using the Website at www.appsmediaz.com, requesting a quote, or engaging Appsmediaz for software development, consulting, or related services, you confirm that you have read, understood, and agreed to be bound by these Terms.

If you do not agree to these Terms, you must not use the Website or engage our services. For project engagements, the specific Statement of Work ("SoW") or Master Services Agreement ("MSA") you sign with us will take precedence over any conflicting provision in these Terms.

02Definitions

In these Terms, the following words have these specific meanings:

• "Client" means the individual or organisation engaging Appsmediaz for services.
• "Confidential Information" means any non-public business, technical, or financial information disclosed by one party to the other, whether marked confidential or not, that would reasonably be understood as confidential.
• "Deliverables" means the software, code, designs, documentation, reports, and other materials produced by Appsmediaz under a specific engagement.
• "Intellectual Property" or "IP" means all intellectual property rights, including copyrights, trademarks, patents, trade secrets, designs, and any other proprietary rights.
• "Services" means software design, development, consulting, AI engineering, cloud and DevOps, and related services provided by Appsmediaz.
• "SoW" or "Statement of Work" means a written agreement signed between Appsmediaz and a Client that defines scope, deliverables, timeline, and pricing for a specific engagement.
• "Website" means www.appsmediaz.com and all sub-domains operated by Appsmediaz.

03Use of the Website

You may use the Website for lawful purposes only and in accordance with these Terms. You agree not to:

• Use the Website in any way that violates applicable Indian or international law.
• Attempt to gain unauthorised access to any part of the Website, our servers, or any account.
• Use any robot, scraper, or other automated means to access the Website without our prior written consent (search-engine crawlers respecting robots.txt are exempt).
• Reverse-engineer, decompile, or attempt to derive the source code of any software made available through the Website.
• Use the Website to transmit viruses, malware, or any other harmful code.
• Submit false, misleading, or fraudulent information through any form on the Website.
• Use the Website to harass, abuse, or harm another person.

We reserve the right to suspend or terminate your access to the Website at any time, without notice, if we reasonably believe you have violated these Terms.

04Our Services

Appsmediaz provides software development, design, consulting, and related services to clients worldwide. The specific scope, deliverables, timeline, and pricing for each engagement are set out in a written Statement of Work (SoW) signed by both parties.

Engagement models

We offer three primary engagement models:

• Fixed-price project — clear scope, milestones, and deliverables at a fixed price.
• Dedicated team / Delivery Pod — a monthly recurring fee for an assigned team of engineers, designers, and project leads.
• Time & Materials — hourly billing for ongoing or evolving work, with a monthly cap agreed in writing.

Service-level expectations

• Senior-engineer response to new project enquiries within one (1) business day.
• Two-week sprint cadence for development engagements, with weekly written status updates and a live demo at the end of each sprint.
• For production support contracts, response and resolution times are specified in the relevant SoW.

Changes to scope

If the scope of an engagement changes during delivery, both parties will document the change in a written change order (signed via email or e-signature). No change to scope, timeline, or budget is binding until both parties have agreed to it in writing.

05Payment terms

Unless otherwise specified in the SoW, the following payment terms apply:

Invoicing

• Fixed-price projects are invoiced according to the milestone schedule in the SoW.
• Delivery Pod and Time & Materials engagements are invoiced monthly on the first business day of the following month.
• All invoices are issued in the currency specified in the SoW (typically USD, EUR, GBP, or INR).

Payment terms

• Standard payment terms are net 14 days from the invoice date.
• Acceptable payment methods include wire transfer, ACH (US), SEPA (EU), and UPI (India). Card and Razorpay payments are available on request, subject to a 2.5% processing surcharge.
• For new clients, we may require an advance of 25%–50% of the first SoW before commencement of work.

Late payment

• Invoices remaining unpaid 14 days after the due date attract simple interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.
• We reserve the right to suspend or pause work on engagements where invoices are 30+ days overdue, after providing written notice and a 7-day cure period.

Taxes

All fees are exclusive of applicable taxes, including India's Goods and Services Tax (GST), VAT, withholding tax, and any other duties or levies. The Client is responsible for all taxes, except for taxes on Appsmediaz's net income.

06Intellectual property

This section sets out how intellectual property is allocated between Appsmediaz and the Client. The general rule is simple: everything we create specifically for you under an SoW belongs to you upon payment.

Client deliverables

Subject to full payment of all invoices related to a specific engagement, Appsmediaz hereby assigns to the Client all right, title, and interest (including all intellectual property rights) in the Deliverables created under the SoW. The Client may use, modify, sub-license, and distribute the Deliverables without any further consent or payment to Appsmediaz.

Pre-existing materials

Each party retains ownership of any pre-existing intellectual property they bring to the engagement. Appsmediaz may incorporate open-source libraries and pre-built generic components into the Deliverables, in which case the Client receives a perpetual, royalty-free, non-exclusive licence to use them as part of the Deliverables.

Third-party components

Some Deliverables may include third-party software (open-source libraries, SaaS APIs, commercial SDKs). The Client is responsible for any third-party licence fees and must comply with the applicable third-party licence terms. We will identify all third-party components in a written software bill of materials (SBOM) on request.

Portfolio rights

Unless the Client opts out in writing, Appsmediaz may reference the Client's name, logo, and a high-level description of the engagement in marketing materials (such as our website, case studies, and pitch decks). We will never disclose Confidential Information without prior written consent.

Feedback & ideas

If you provide feedback or suggestions about our Services, you grant us a non-exclusive, royalty-free, perpetual licence to use that feedback to improve our Services. We will not attribute the feedback to you or your organisation without your consent.

07Confidentiality

Both parties may receive Confidential Information during the course of an engagement. Each party agrees to:

• Use Confidential Information only for the purpose of performing or receiving the Services.
• Protect Confidential Information with at least the same degree of care it uses for its own confidential information, and no less than reasonable care.
• Not disclose Confidential Information to any third party except to employees, contractors, and advisors who need to know it and who are bound by equivalent confidentiality obligations.
• Return or destroy Confidential Information within 30 days of the end of the engagement, on written request.

Confidentiality obligations survive termination of the engagement for a period of five (5) years, or for as long as the Confidential Information remains a trade secret, whichever is longer.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no fault of the receiving party; (b) was rightfully known by the receiving party before disclosure; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law or court order, with prompt notice to the disclosing party where legally permitted.

08Warranties & disclaimers

Mutual warranties

Each party warrants that it has the legal authority to enter into these Terms and will perform its obligations in compliance with applicable laws and industry best practices.

Appsmediaz warranties

Appsmediaz warrants that:

• The Services will be performed in a professional and workmanlike manner consistent with industry standards.
• The Deliverables will substantially conform to the specifications in the SoW for a period of 90 days after delivery (the "Warranty Period").
• To Appsmediaz's knowledge, the Deliverables do not infringe any third party's intellectual property rights.

Disclaimer

Except for the express warranties above, the Services and Deliverables are provided "as is" without warranty of any kind, whether express, implied, statutory, or otherwise. Appsmediaz disclaims all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, to the maximum extent permitted by applicable law.

Appsmediaz does not warrant that the Deliverables will be uninterrupted, error-free, or free from all security vulnerabilities, particularly when those vulnerabilities arise from changes outside Appsmediaz's control (such as third-party libraries, operating-system updates, or Client modifications).

09Limitation of liability

To the maximum extent permitted by applicable law:

• Neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, lost data, business interruption, or loss of goodwill, even if advised of the possibility of such damages.
• Each party's total aggregate liability under or in connection with these Terms or any related SoW shall not exceed the total fees paid by the Client to Appsmediaz under the relevant SoW in the twelve (12) months preceding the event giving rise to the claim.

Exceptions to limitation

The limitations above do not apply to: (a) breaches of confidentiality obligations; (b) infringement of intellectual property rights; (c) gross negligence, fraud, or wilful misconduct; (d) the indemnification obligations under Section 10; or (e) any liability that cannot be limited under applicable law.

10Indemnification

Appsmediaz indemnity

Appsmediaz will indemnify and hold harmless the Client, its directors, officers, and employees from third-party claims, damages, and reasonable costs arising from: (a) any claim that the Deliverables infringe a third party's intellectual property rights; or (b) Appsmediaz's gross negligence or wilful misconduct.

If a Deliverable is found to infringe a third party's IP, Appsmediaz will, at its discretion: (i) procure the right for the Client to continue using the Deliverable; (ii) modify the Deliverable to make it non-infringing; or (iii) replace the Deliverable with a functionally equivalent non-infringing version. If none of these is commercially reasonable, Appsmediaz will refund the fees paid for the infringing Deliverable.

Client indemnity

The Client will indemnify and hold harmless Appsmediaz from third-party claims arising from: (a) the Client's content, data, or instructions provided to Appsmediaz; (b) the Client's use of the Deliverables in violation of these Terms or applicable law; or (c) the Client's modification of the Deliverables after delivery.

Indemnification procedure

The indemnified party must: (a) promptly notify the indemnifying party in writing of the claim; (b) give the indemnifying party sole control of the defence and settlement of the claim; and (c) provide reasonable cooperation, at the indemnifying party's expense.

11Termination

Termination for convenience

Either party may terminate an engagement for convenience by giving the other party thirty (30) days' written notice. The Client is responsible for all fees, expenses, and committed costs incurred up to the effective date of termination, including for work in progress.

Termination for cause

Either party may terminate an engagement immediately by written notice if the other party: (a) materially breaches these Terms or the SoW and fails to cure the breach within 14 days of written notice; (b) becomes insolvent, files for bankruptcy, or has a receiver appointed; or (c) commits an act of gross misconduct or fraud.

Effects of termination

On termination of an engagement:

• The Client will pay all undisputed invoices for Services rendered up to the termination date.
• Appsmediaz will deliver all Deliverables (including work in progress) that have been paid for, in a reasonable transferable format.
• Each party will return or destroy the other party's Confidential Information.
• Sections relating to IP, confidentiality, warranties, liability, indemnification, and dispute resolution will survive termination.

12Governing law & disputes

These Terms and any related engagement are governed by and construed in accordance with the laws of the Republic of India, without regard to its conflict-of-laws principles.

Disputes & arbitration

Any dispute, controversy, or claim arising out of or in connection with these Terms or any related SoW will first be addressed through good-faith negotiation between authorised representatives of both parties for a period of thirty (30) days.

If the dispute is not resolved through negotiation, it will be referred to and finally resolved by arbitration administered by the Indian Council of Arbitration in accordance with its Rules of Domestic Commercial Arbitration. The arbitration will be:

• Conducted by a sole arbitrator mutually agreed by the parties (or appointed by the ICA if the parties cannot agree within 30 days).
• Held in New Delhi, India, in English.
• Final and binding on both parties, enforceable in any court of competent jurisdiction.

Notwithstanding the above, either party may seek interim injunctive relief from a court of competent jurisdiction to protect its intellectual property, confidential information, or to enforce payment obligations.

The courts of New Delhi, India shall have exclusive jurisdiction over any matters not subject to arbitration.

13Miscellaneous

Entire agreement

These Terms, together with any SoW or MSA signed between the parties, constitute the entire agreement between Appsmediaz and the Client and supersede all prior agreements, understandings, or representations, whether oral or written.

Amendments

We may amend these Terms from time to time. Amendments take effect on the date posted on the Website. For active engagements, amendments do not retroactively change the terms of the SoW unless both parties agree in writing.

Assignment

Neither party may assign or transfer its rights or obligations under these Terms without the other party's prior written consent, except in connection with a merger, acquisition, or sale of substantially all of its assets.

Force majeure

Neither party will be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, pandemics, government action, or failure of telecommunications or internet infrastructure.

Notices

All notices must be in writing and sent to the addresses set out in the SoW or, in the absence of an SoW, to [email protected]. Notices are deemed received: (a) on the date of personal delivery; (b) one (1) business day after sending by email with confirmation of receipt; or (c) three (3) business days after sending by registered post.

Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.

No waiver

A party's failure to enforce any provision of these Terms is not a waiver of that provision or any other provision. No waiver is effective unless given in writing by the waiving party.

Contact

For any questions about these Terms, contact us at:

Appsmediaz Technologies LLP
Attn: Legal & Compliance
C1-1404, JKG Palm Court, Sector 16C
Greater Noida West, Uttar Pradesh 201307, India
Email: [email protected]
Phone: +91 9120 318 2631