TermsofService

These terms govern your use of https://www.apoliums.com and, where no separate signed agreement exists, the professional services provided by Apoliums Automation Pvt. Ltd., trading as Apoliums. By using this website or engaging us, you accept them.

Where we sign a project agreement, statement of work or master services agreement with you, that document takes precedence over these terms on anything the two cover differently. These terms fill the gaps it leaves.

We may update these terms. The version in force for a project is the one published on the date the project agreement is signed, and continued use of this website means you accept the current published version.

Apoliums provides project-based software engineering and consulting. Typical engagements cover:

• Custom web application, SaaS platform and internal tooling development
• Mobile application development for iOS and Android
• AI and automation work, including retrieval systems, document and workflow automation and agent integrations
• Technical audits, architecture reviews and rebuilds of existing systems
• Cloud infrastructure, deployment pipelines and post-launch support retainers

We are not a subscription product. Nothing here creates a licence to a hosted platform, a free trial, an account you register for, or a plan you can upgrade — services are delivered under a project agreement or a support retainer described in writing.

Work begins when you accept a written proposal or statement of work and, where one is required, pay the initial instalment. Nothing said in a call, an email thread or an estimate commits either side until that point.

• Every proposal states what is included, what is explicitly excluded, the deliverables, the assumptions it relies on and the price
• Estimates remain valid for thirty days from issue unless the proposal says otherwise
• Where a piece of work cannot be estimated reliably, we quote it as a time-boxed investigation with its own deliverable rather than as a fixed price
• Timelines assume you provide decisions, content, access and reviews within the response times set out in the proposal

If an assumption in the proposal turns out to be wrong, we tell you what changed, what it costs and what it displaces, before doing the work.

Any work outside the agreed scope is priced and approved in writing before it is built. No change is carried out on a verbal instruction alone.

• A change request states the additional cost, the effect on the delivery date, and what it displaces from the existing plan
• Approval by email from an authorised contact on your side is enough; a new contract is not required
• Where a change is small enough to absorb without cost or delay, we say so and proceed
• Delays caused by late feedback, late access or late third-party dependencies move the delivery date by at least the length of the delay

For us to deliver on time, you agree to:

• Nominate one person authorised to make decisions and approve changes
• Provide the access, credentials, content and information the proposal identifies as your responsibility
• Review deliverables and give consolidated feedback within the agreed window
• Hold the rights to any content, data or third-party material you supply for use in the project
• Comply with the law applicable to your business and to the data the software will hold

We are not responsible for delay or defect caused by information you did not supply, by systems outside our control, or by changes made to the software by others after handover.

• Fixed-scope projects are invoiced in milestones tied to delivered work, with an initial instalment payable before work starts
• Retainers and ongoing support are invoiced monthly in advance
• Invoices are payable within fifteen days of issue unless the project agreement states otherwise
• All fees are quoted exclusive of tax; GST and any other applicable statutory tax is added at the prevailing rate
• Third-party costs — cloud hosting, licences, app-store fees, paid APIs — are yours and are billed to your own accounts wherever possible, and reimbursed at cost where they are not
• Overdue invoices accrue interest at one and a half per cent per month, and we may pause work on written notice after fifteen days of non-payment

Deposits and payments for work already completed are non-refundable. Where a project is cancelled, you pay for the work delivered up to the cancellation date and nothing beyond it.

You own the deliverables. On receipt of full payment for a milestone, all intellectual property rights in the custom source code, designs, documentation and configuration produced for you under that milestone transfer to you, worldwide and in perpetuity.

Until payment is received in full, we retain those rights and grant you no licence to use the deliverables in production. This is the only condition attached to your ownership.

• Open-source components keep their own licences and are not transferred; we list every one a project depends on
• Pre-existing tooling, internal libraries and know-how we bring to the project stay ours, and you receive a perpetual, royalty-free licence to use them as part of the delivered work
• You keep all rights to your data, content, trade marks and brand assets at all times
• We may describe the work in general terms in a portfolio or case study only with your written permission; without it, we say nothing publicly

Most projects depend on services we do not control — cloud providers, payment gateways, mapping, messaging, model and API providers. Your use of those services is governed by their own terms, and their fees are yours.

We are not liable for outages, pricing changes, deprecations or breaking changes made by a third-party provider. Where a dependency is discontinued after handover, replacing it is chargeable work rather than a warranty claim.

Each side keeps the other's confidential information confidential, uses it only for the engagement, and discloses it only to the people who need it for that purpose. This obligation survives the end of the engagement by three years, and indefinitely for anything that qualifies as a trade secret.

Confidential information does not include anything already public, already lawfully known, independently developed without reference to the disclosure, or required to be disclosed by law — and where disclosure is legally compelled, we tell you first unless we are prohibited from doing so.

We will sign your own non-disclosure agreement on request, and it takes precedence over this section where the two differ.

We warrant that deliverables will materially conform to the agreed written scope for ninety days after the release they belong to goes live, unless the project agreement sets a different period.

• Defects reported within the warranty period, where the software does not do what the agreed scope says it does, are corrected at no charge
• The warranty does not cover new features, changes to agreed behaviour, or work arising from a change in your requirements
• It does not cover faults caused by modifications made by others, by third-party outages, or by use outside the documented environment
• Support after the warranty period, and cover for anything the warranty excludes, is available under a support retainer

Beyond this warranty, and to the extent the law permits, services are provided as is. We do not warrant that software will be uninterrupted or entirely free of defects, because no honest supplier can.

To the maximum extent permitted by applicable law:

• Neither party is liable for indirect, incidental, special or consequential loss, or for loss of profit, revenue, goodwill or anticipated savings
• Our total aggregate liability arising out of an engagement is limited to the total fees you paid us for that engagement in the twelve months preceding the claim
• We are not liable for loss caused by third-party services, by your own systems, or by changes made to the software after handover

Nothing in these terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited. Some limitations may not apply to you if your jurisdiction does not permit them.

Either party may end an engagement:

• For convenience, on thirty days written notice, with payment due for all work completed and work in progress at the notice date
• Immediately, on written notice, if the other side commits a material breach and does not remedy it within fifteen days of being told
• Immediately, if the other side becomes insolvent or ceases to trade

On termination:

• Outstanding invoices become payable, and deliverables paid for in full transfer to you
• Each side returns or deletes the other's confidential information on request
• Access we hold to your systems is revoked
• The sections on intellectual property, confidentiality, liability and governing law survive

When using this website, you agree not to:

• Send spam, phishing or unsolicited commercial messages through our contact forms
• Attempt to gain unauthorised access to the site, its infrastructure or any connected system
• Scrape, harvest or bulk-download content beyond ordinary browsing
• Copy, reproduce or republish site content, design or copy without written permission
• Impersonate another person or organisation, or misrepresent your affiliation with one
• Use the site in a way that breaks any applicable law

All content on this website — text, design, images and code — remains our property or that of its licensors, except client material shown with permission.

Our handling of personal data is set out in the privacy policy, which forms part of these terms by reference.

Where we process personal data on your behalf during a project, we do so as a processor on your written instructions, and we will sign a data-processing agreement where one is required. You confirm that you have the right to collect and process the data you ask us to work with, and that doing so complies with the law applicable to you, including the Information Technology Act, 2000 and the Digital Personal Data Protection Act, 2023.

These terms are governed by the laws of India. Disputes are resolved in this order:

• Good-faith negotiation between the parties for thirty days from written notice of the dispute
• Mediation in Indore, Madhya Pradesh, if negotiation does not resolve it
• Arbitration by a sole arbitrator under the Arbitration and Conciliation Act, 1996, seated in Indore, Madhya Pradesh and conducted in English

The courts of Indore, Madhya Pradesh have exclusive jurisdiction over any matter not resolved through arbitration. Neither side is prevented from seeking urgent injunctive relief from those courts at any time.

We may revise these terms as our services or the law change. The date at the top of this page shows when the current version took effect, and a revision does not alter the terms of a project agreement already signed.

Questions about these terms can be sent to info@apoliums.com or telephoned to +91-99770-04451. Written notice under these terms should be sent to Apoliums Automation Pvt. Ltd., 3rd Floor, Veda Complex, Bhawarkua Main Rd Square, Indore — 452001, Madhya Pradesh, India.