Terms &
Conditions

These Terms & Conditions ("Terms") constitute a legally binding agreement between Apexx Technologies ("Apexx", "we", "us", "our"), a company operating under the laws of India, and the entity or individual ("Client", "User", "you") accessing our website (https://apexxtechnologies.com/), using our SaaS platforms, or engaging our services.

By accessing our Website, signing a Statement of Work (SOW), or making a payment, you acknowledge that you have read, understood, and agreed to these Terms. If you do not agree, strictly do not use our services.

• "Deliverables": The specific end-products (website, software, design files) identified in the SOW.
• "SaaS Services": Subscription-based software provided by Apexx.
• "Background IP": Pre-existing code, tools, libraries, and methodologies owned by Apexx prior to this engagement.
• "Third-Party Materials": Plugins, APIs, stock images, or fonts licensed from third parties.

3.1. Governing Documents

The relationship is governed by the following documents in order of priority: Signed Service Agreement / MSA; Approved Statement of Work (SOW) or Invoice; These Terms & Conditions.

3.2. Scope of Work

Apexx agrees to perform only the services expressly listed in the SOW. Any task, feature, or revision not explicitly listed is considered "Out of Scope."

3.3. Change Orders (Scope Creep)

If the Client requests additional features or changes beyond the agreed scope: Apexx will provide a "Change Order" estimating the additional time and cost. Work on the new features will strictly commence only after the Client approves the additional costs in writing/email.

4.1. Delivery of Assets: The Client agrees to provide all necessary text, images, credentials, and feedback within the timelines agreed upon.

4.2. Project Dormancy & Abandonment: If the Client fails to provide feedback or assets for a period exceeding 30 days ("Dormancy Period"): The project will be placed on hold. A Re-activation Fee (10% of the total project value) may be charged to resume work. If the project remains dormant for 60 days, it will be considered cancelled, and all non-refundable deposits are forfeited.

4.3. Legal Use: You warrant that all content provided to Apexx does not violate any third-party copyrights, trademarks, or applicable laws. You agree to indemnify Apexx against any legal claims arising from content you provided.

5.1. Invoicing: Prices are quoted in INR or USD as applicable. GST: All fees are exclusive of GST, which will be charged as per prevailing government rates.

5.2. Payment Schedule: Unless otherwise stated in the SOW: 50% Advance: Required to commence work. Remaining Balance: Due strictly prior to the final deployment/handover of files.

5.4. Suspension of Service: Apexx reserves the right to suspend website hosting, SaaS access, or development work immediately if an invoice remains unpaid for more than 7 days past due.

6.1. Transfer of Rights: Upon full and final payment of all fees: Apexx grants the Client a perpetual, worldwide, non-exclusive license to use the Deliverables for their intended business purpose. Exceptions: Apexx retains ownership of all Background IP (e.g., our reusable code blocks, proprietary frameworks). The Client receives a license to use this Background IP as part of the final product but may not resell or separate it.

6.2. No Work for Hire (Until Paid): Until the final invoice is cleared, Apexx retains full ownership of all designs, code, and drafts. Use of unpaid work is a violation of the Copyright Act, 1957.

7.1. Browser Compatibility: We develop websites to work on the latest two versions of major modern browsers (Chrome, Firefox, Safari, Edge). We do not guarantee compatibility with obsolete browsers (e.g., Internet Explorer) unless specifically contracted.

7.2. Bug Fix Warranty (30 Days): Apexx provides a 30-day warranty period commencing from the launch date. During this time, we will fix any bugs arising from our code at no extra cost. Exclusions: This warranty does not cover issues caused by Client modifications, third-party plugin updates, server changes by the Client, or hosting failures.

7.3. Third-Party Dependencies: Apexx is not responsible for changes made by third-party APIs (e.g., Google Maps, Facebook API, Payment Gateways). If a third party changes their API and breaks the site, repair work is billable.

8.1. Hosting & Server Management: If Apexx provides hosting services for the Client: Uptime: We strive for 99.9% server uptime but do not guarantee it. Occasional downtime for maintenance or technical failures is inevitable. Liability: Apexx is not responsible for any revenue lost due to website downtime, server crashes, or slow loading speeds caused by third-party hosting providers (e.g., AWS, DigitalOcean, GoDaddy). Access: We do not provide cPanel/FTP access to Clients on managed hosting plans to maintain security integrity.

8.2. Search Engine Optimization (SEO) & Marketing: No Guarantees: SEO is governed by third-party search engines (Google, Bing) whose algorithms change frequently. Apexx does not and cannot guarantee specific rankings (e.g., "Page 1 result"), traffic numbers, or sales conversions. Ranking Fluctuations: You acknowledge that rankings may drop due to algorithm updates. Such drops are not grounds for refunds or termination.

8.3. E-Commerce & Payment Gateways: Transaction Failures: Apexx integrates payment gateways (e.g., Razorpay, Stripe) but does not process payments. We are not liable for failed transactions, held funds, or errors caused by the payment processor. Security: While we implement standard security measures (SSL, Firewalls), the Client is responsible for ensuring their internal networks are secure. Apexx is not liable for data breaches resulting from the Client’s weak passwords or compromised devices.

8.4. User Acceptance Testing (UAT): The "7-Day Rule": Upon delivery of the final project, the Client has a 7-day window to test the software/website. Automatic Acceptance: If no errors are reported in writing within these 7 days, the project is deemed "Accepted & Completed," and the final balance becomes immediately due. Any changes requested after this period will be billed as new work.

Usage Limits: Subscriptions are subject to fair use policies regarding bandwidth and storage. Abuse may result in account throttling or termination. Data Loss: While we perform routine backups, Apexx is not liable for data loss. Clients must maintain their own data backups. Price Revision: Apexx reserves the right to increase subscription fees with a 30-day notice period.

To the maximum extent permitted by Indian Law: Apexx shall not be liable for any indirect, incidental, or consequential damages (including loss of profit, data, or business interruption). Liability Cap: Our total liability for any claim arising out of this agreement shall strictly not exceed the total fees actually paid by the Client to Apexx in the three (3) months preceding the event giving rise to the claim.

By Client: May terminate with written notice. No refunds for work already completed or advance payments. By Apexx: May terminate immediately if the Client breaches terms, abuses staff, or fails to pay. Kill Fee: If the Client terminates a fixed-price project mid-way, a "Kill Fee" equivalent to 50% of the remaining balance or the value of work done (whichever is higher) is due.

The Client agrees not to solicit, hire, or contract any employee or freelancer of Apexx during the project and for a period of 24 months following the conclusion of the project. Breach of this clause will incur a recruitment fee equal to 100% of the employee’s annual salary.

Unless a Non-Disclosure Agreement (NDA) is signed prohibiting it, Apexx reserves the right to display the Client’s project in our portfolio, website, and social media for marketing purposes.

Negotiation: Parties agree to attempt to resolve disputes amicably for 30 days. Arbitration: Unresolved disputes shall be referred to a sole arbitrator in accordance with the Arbitration and Conciliation Act, 1996. The seat of arbitration shall be Guwahati - Assam, India. Jurisdiction: These Terms are governed by the laws of India. The courts in Guwahati - Assam, India shall have exclusive jurisdiction.