Terms & Conditions

1. Definitions

In these Terms and Conditions, the following definitions apply:

• "Appzster" means Appzster, a company incorporated in India and having its principal place of business in Bangalore, Karnataka, India.
• "Client" means the business entity or individual that has engaged Appzster for services under a Statement of Work or written agreement.
• "Services" means any professional technology services provided by Appzster including app development, custom software, TBM data curation, and staff augmentation.
• "Statement of Work (SOW)" means the document that defines the specific scope, deliverables, timeline, and commercial terms for a particular engagement.
• "Deliverables" means any work product, software, design, documentation, or output produced by Appzster as part of the Services.
• "Confidential Information" means any non-public information disclosed by either party in connection with an engagement.
• "User" means any person who accesses or uses the Appzster website at appzster.com.
• "Agreement" means collectively these Terms and Conditions together with any executed SOW, NDA, or other written agreement between Appzster and the Client.

2. Acceptance of Terms

By accessing or using the Appzster website, or by engaging our Services, you confirm that you have read, understood, and agreed to be bound by these Terms and Conditions in their entirety.

If you are entering into this agreement on behalf of a company or other legal entity, you represent and warrant that you have full authority to bind that entity to these Terms. If you do not have such authority, or do not agree with these Terms, you must not access the website or engage our Services.

These Terms constitute a legally binding agreement under the Indian Contract Act, 1872. Acceptance may be expressed by use of the website, submission of an enquiry, execution of an SOW, or payment of any invoice.

3. Our Services

Appzster provides professional technology services to businesses in India and internationally. All Services are delivered on the terms set out in an agreed SOW, which forms part of the contract between Appzster and the Client.

Appzster reserves the right to decline any engagement at its sole discretion and without obligation to provide reasons for doing so.

3.1 Client Obligations

To enable effective delivery of Services, the Client agrees to:

• Provide timely access to required information, systems, and personnel
• Review and provide feedback on Deliverables within the timeframes agreed in the SOW
• Ensure that all information and materials provided to Appzster are accurate, complete, and lawfully held
• Obtain any necessary third-party licences, permissions, or regulatory approvals required for the project
• Appoint a named point of contact with authority to make binding project decisions
• Comply with all applicable laws and regulations in connection with their use of the Services

3.2 Subcontracting

Appzster reserves the right to subcontract any part of the Services to qualified third parties, provided that Appzster remains responsible to the Client for the quality and delivery of all Deliverables. Appzster will not subcontract the entirety of a project without the Client's prior written consent.

4. Quotes & Proposals

All quotes, estimates, and proposals provided by Appzster are valid for 30 calendar days from the date of issue, unless a different validity period is stated in writing.

Estimates provided prior to a full discovery and scoping exercise are indicative only and do not constitute a binding offer. A binding fixed-price or time-and-materials quote will be issued only following the completion of a formal discovery process.

Changes to project scope agreed after the execution of an SOW will be managed through a formal change request process. All scope changes will be documented in writing and agreed by both parties before any additional work proceeds. Scope changes may result in revised pricing, timelines, or both.

5. Payment Terms

5.1 Standard Payment Terms

• Invoices are issued in accordance with the milestone schedule or billing cycle set out in the SOW
• Payment is due within 30 days of the invoice date unless otherwise agreed in writing
• All prices are exclusive of applicable taxes including Goods and Services Tax (GST) at the prevailing rate
• GST will be charged in accordance with the Goods and Services Tax Act, 2017 and applicable rules
• Payments from international Clients must account for any applicable withholding tax obligations under Indian law or applicable tax treaties
• Payments must be made in the currency specified on the invoice (INR for domestic Clients; USD, GBP, or EUR for international Clients as agreed)

5.2 Domestic Payment Methods

For Indian Clients, payments may be made via:

• NEFT / RTGS / IMPS bank transfer
• UPI (where applicable)
• Cheque payable to Appzster (subject to clearance)
• Any other method agreed in writing

5.3 International Payments

For international Clients, payments are accepted via SWIFT wire transfer to Appzster's designated bank account. All bank charges and transfer fees are the responsibility of the Client. Appzster must receive the full invoiced amount net of any bank charges.

International payments are subject to applicable Foreign Exchange Management Act (FEMA) 1999 regulations and Reserve Bank of India (RBI) guidelines. Appzster will provide any required documentation to support compliant cross-border transactions.

5.4 Late Payment

In the event of late payment, Appzster reserves the right to:

• Charge interest on overdue amounts at 18% per annum (1.5% per month) from the due date until the date of payment
• Suspend active work on any engagement where invoices remain unpaid for more than 14 days after the due date
• Pursue recovery of outstanding amounts through appropriate legal channels under Indian law

5.5 Expenses

Pre-approved out-of-pocket expenses (travel, accommodation, third-party licences, software subscriptions) will be invoiced at cost with supporting receipts and GST invoices where applicable. Expenses will not be incurred without prior written approval from the Client.

6. Intellectual Property

6.1 Client Ownership of Deliverables

Upon receipt of full and final payment for the relevant Deliverables, Appzster assigns to the Client all intellectual property rights — including copyright, as defined under the Indian Copyright Act, 1957 — in the custom Deliverables produced specifically for that Client under the SOW. This assignment includes source code, design assets, documentation, and all other bespoke work product created for the Client.

6.2 Appzster Pre-Existing IP

Appzster retains all intellectual property rights in its pre-existing tools, frameworks, libraries, methodologies, boilerplate code, and proprietary know-how that may be incorporated into Deliverables. Where such components are included, Appzster grants the Client a perpetual, non-exclusive, royalty-free, worldwide licence to use them solely as part of the delivered solution.

6.3 Third-Party Open Source Components

Where Deliverables incorporate open-source software components, such components remain subject to their respective open-source licences. Appzster will disclose the use of any material open-source components in the technical documentation provided with the Deliverables.

6.4 Client Content & Materials

The Client retains all intellectual property rights in any content, data, branding, or materials provided to Appzster for the purpose of delivering the Services. The Client grants Appzster a limited licence to use such materials solely for the purpose of delivering the agreed Services.

6.5 Portfolio & Case Study Rights

Unless the Client requests otherwise in writing, Appzster reserves the right to reference the Client's name and the general nature of the engagement in its portfolio, website, and marketing materials. Appzster will not disclose Confidential Information in any such reference without prior written consent.

7. Confidentiality

Both parties agree to keep Confidential Information strictly confidential and not to disclose it to any third party without the prior written consent of the disclosing party, except:

• To employees, contractors, or advisers who need to know it to fulfil obligations under the Agreement and who are bound by equivalent confidentiality obligations
• As required by applicable law, regulation, or order of a competent court or authority
• Where the information is or becomes publicly available through no fault of the receiving party

Confidentiality obligations under this Agreement shall survive termination of the engagement for a period of 5 years from the date of disclosure.

Where a separate Non-Disclosure Agreement (NDA) has been executed between the parties, the terms of that NDA shall apply and shall take precedence over this clause in the event of any conflict.

8. Limitation of Liability

8.1 Aggregate Cap

To the maximum extent permitted by applicable Indian law, Appzster's total aggregate liability to the Client — whether in contract, tort (including negligence), breach of statutory duty, or otherwise — shall not exceed the total fees paid by the Client to Appzster in the 12 months immediately preceding the event giving rise to the claim.

8.2 Exclusion of Consequential Loss

Appzster shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to:

• Loss of profits or revenue
• Loss of business or contracts
• Loss of anticipated savings
• Loss of goodwill or reputation
• Loss of data or corruption of data
• Business interruption losses

even if Appzster has been advised of the possibility of such damages.

8.3 Exceptions

Nothing in these Terms limits or excludes Appzster's liability for:

• Death or personal injury caused by Appzster's negligence
• Fraud or fraudulent misrepresentation
• Any liability that cannot be excluded or limited under applicable Indian law

9. Warranties & Defect Rectification

9.1 Appzster Warranties

Appzster warrants that:

• The Services will be performed with reasonable care and skill by appropriately qualified personnel
• The Deliverables will materially conform to the specifications agreed in the SOW at the time of delivery
• Appzster has the right to enter into this Agreement and to grant the intellectual property rights described herein
• The Deliverables, to the best of Appzster's knowledge, will not infringe the intellectual property rights of any third party

9.2 Post-Launch Defect Warranty

Appzster provides a 60-day defect rectification period following the go-live date of any Deliverable. During this period, Appzster will rectify any defects that cause the Deliverable to materially fail to conform to the agreed specifications, at no additional charge to the Client.

This warranty does not cover:

• Defects caused by Client modifications to the Deliverables
• Issues arising from third-party software, APIs, or services outside Appzster's control
• Defects arising from Client-provided data, content, or specifications
• Changes in operating environment, platform versions, or device specifications after delivery
• Feature requests or enhancements that fall outside the agreed SOW specification

9.3 Disclaimer

Except as expressly stated in this Agreement, Appzster makes no other warranties, express or implied, including but not limited to implied warranties of merchantability or fitness for a particular purpose, to the extent permitted by applicable Indian law.

10. Termination

10.1 Termination for Convenience

Either party may terminate an engagement by providing written notice as specified in the relevant SOW. In the absence of an SOW-specific notice period, the following defaults apply:

• Project-based engagements: 30 days written notice
• Staff augmentation — Sprint Support: 14 days written notice
• Staff augmentation — Extended / Dedicated: 30 days written notice

Upon termination for convenience, the Client shall pay for all Services rendered up to the effective date of termination, including any non-cancellable third-party costs incurred by Appzster on the Client's behalf.

10.2 Termination for Cause

Either party may terminate the Agreement with immediate effect if:

• The other party commits a material breach of the Agreement and fails to remedy it within 14 days of receiving written notice specifying the breach
• The other party becomes insolvent, goes into liquidation, or has a receiver or administrator appointed
• The other party engages in fraudulent, illegal, or seriously unethical conduct in connection with the Agreement

10.3 Effect of Termination

Upon termination:

• Appzster will deliver all completed Deliverables and work in progress to the Client
• The Client will pay all amounts due for Services rendered to the termination date
• Each party will return or destroy the other's Confidential Information as directed
• Clauses relating to IP, confidentiality, liability, and governing law will survive termination

11. Website Use

Access to and use of the Appzster website (appzster.com) is subject to the following conditions:

• The website is provided for informational purposes and to facilitate engagement with Appzster's services
• Users must not use the website for any unlawful purpose or in a manner that violates the Information Technology Act 2000 or any applicable law
• Users must not attempt to gain unauthorised access to any part of the website, its servers, or systems connected to it
• Users must not introduce viruses, malware, or any other harmful code to the website
• Appzster reserves the right to restrict or terminate access to the website at any time without notice

The website may contain links to third-party websites. Appzster is not responsible for the content, accuracy, or practices of any linked third-party sites.

While Appzster endeavours to keep the website accurate and up to date, no warranty is given regarding the completeness or accuracy of the information on the website. Content is subject to change without notice.

12. Information Technology Act & Indian Compliance

12.1 Information Technology Act, 2000

These Terms and the use of the Appzster website are subject to the Information Technology Act, 2000 ("IT Act") and the rules and regulations made thereunder, including the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021.

12.2 Data Protection

The collection and processing of personal data is governed by Appzster's Privacy Policy and the applicable provisions of the IT Act and the Digital Personal Data Protection Act, 2023 (DPDPA) as it comes into full effect. By using the website or engaging our Services, you consent to the collection and processing of your data as described in our Privacy Policy.

12.3 GST Compliance

Appzster is a registered entity under the Goods and Services Tax Act, 2017. GST will be levied on all taxable supplies at the applicable rate. A valid GST invoice will be issued for all domestic transactions. Clients providing their GSTIN will receive a B2B tax invoice suitable for input tax credit claims.

12.4 Foreign Exchange Compliance

All cross-border transactions are conducted in compliance with the Foreign Exchange Management Act (FEMA), 1999 and the applicable RBI guidelines. International Clients engaging Appzster for export of services benefit from applicable GST zero-rating as per Indian export of services provisions.

13. Dispute Resolution

13.1 Good Faith Negotiation

In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, both parties agree to first attempt to resolve the matter through good faith negotiation. The aggrieved party shall provide written notice of the dispute, and the parties shall endeavour to resolve it within 30 days of such notice.

13.2 Mediation

If the dispute is not resolved through negotiation within 30 days, either party may refer the matter to mediation administered by a mutually agreed mediator or through the Bangalore Mediation Centre (BMC) prior to initiating formal legal proceedings.

13.3 Arbitration

If mediation fails or is not agreed upon, any dispute shall be finally resolved by binding arbitration in accordance with the Arbitration and Conciliation Act, 1996 of India, as amended from time to time. The arbitration shall be conducted by a sole arbitrator mutually appointed by the parties. If the parties cannot agree on a sole arbitrator within 15 days, the arbitrator shall be appointed in accordance with the provisions of the Arbitration and Conciliation Act, 1996.

• Seat of arbitration: Bangalore, Karnataka, India
• Language of arbitration: English
• Award: Final and binding on both parties

13.4 Interim Relief

Nothing in this clause shall prevent either party from seeking interim or injunctive relief from a court of competent jurisdiction where necessary to protect its rights or Confidential Information pending the outcome of arbitration.

14. Governing Law & Jurisdiction

These Terms and Conditions, and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims), are governed by and construed in accordance with the laws of India.

Subject to the arbitration clause in Section 13, the parties submit to the exclusive jurisdiction of the courts of Bangalore, Karnataka, India for the resolution of any disputes that are not referred to arbitration.

Where a Client is based outside India, they acknowledge and agree that Indian law governs this Agreement and that any legal proceedings shall be conducted in India, subject to the arbitration provisions in Section 13.

14.1 Severability

If any provision of these Terms is found to be invalid, unlawful, or unenforceable under Indian law, that provision shall be deemed modified to the minimum extent necessary to make it enforceable. If modification is not possible, the provision shall be severed from these Terms without affecting the validity of the remaining provisions.

14.2 Entire Agreement

These Terms, together with any executed SOW and NDA, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior negotiations, representations, warranties, understandings, and agreements — whether written or oral.

14.3 Waiver

No failure or delay by Appzster in exercising any right or remedy shall constitute a waiver of that right or remedy. A waiver of any breach shall not constitute a waiver of any subsequent breach.

14.4 Amendments

Appzster reserves the right to update or amend these Terms at any time. Updated Terms will be posted on the website with a revised date. Continued use of the website or Services after such changes constitutes acceptance of the updated Terms.

14.5 Force Majeure

Neither party shall be liable for any delay or failure in performance caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, civil unrest, government actions, pandemic, power outages, or internet service failures. The affected party shall notify the other in writing as soon as reasonably practicable. If a force majeure event continues for more than 60 days, either party may terminate the affected engagement by written notice.