Aimerse Startup Program – Terms & Conditions
Effective Date: 21-03-2024
Provider: Aimerse Technologies India Pvt. Ltd., Bhopal, Madhya Pradesh, India
These terms and conditions apply to all companies and startups enrolled in the Aimerse Startup Program (“Program”), a development and support engagement plan designed to help startups grow via scalable technical architecture, affordable monthly billing, and flexible development solutions.
1. Definitions
- “Client” means the startup or company contracting under the Program.
- “Provider”, “Aimerse” refers to Aimerse Technologies India Pvt. Ltd.
- “Services” include all activities set out within the SoW: development, support, infrastructure, and related work.
- “Scope/Scope of Work/SoW” – The detailed work plan, deliverables, and exclusions.
- “Deliverables” are the code, documentation, assets, and other materials delivered as per SoW.
- “Change Request” refers to a formal, documented extension or modification of the agreed scope.
- “Payment Schedule” refers to the agreed upfront and monthly payment arrangement.
2. Applicability & Acceptance
By signing the SoW and making the initial payment, the Client accepts these Terms. Continued use of any part of the Services after updates constitutes acceptance of the revised Terms.
3. Client Eligibility & Use Restrictions
- Client represents and warrants legal capacity to enter into this Agreement.
- Prohibited conduct includes:
- Using Services for illegal or infringing activities;
- Introducing malware, reverse-engineering platform components;
- Violating security measures or intellectual property rights.
Violation may result in termination or legal action at Provider’s discretion.
4. Program Overview
The Startup Program is a unique initiative by Aimerse to support early-stage and growth stage startups through:
- Tailored software solutions and infrastructure;
- Predictable monthly billing models;
- Flexible year-long engagement with development and support included.
Projects are executed based on a signed Scope of Work (SoW) and structured Delivery Plan. Services span system architecture, UI/UX design, development, deployment, hosting, and support.
5. Payment Structure
5.1 Upfront & Monthly Billing
- A non-refundable upfront payment of 10%–50% of the total contract value is required at project initiation.
- The remaining balance is split into 11 equal monthly payments.
- The payment structure includes full support, maintenance, minor change requests, and all development within the agreed scope.
5.2 Overdue Payment & Penalty
- Monthly payments must be made on or before the due date as per the invoice cycle.
- A 1.5% monthly interest will be charged on overdue payments.
- If payment remains unpaid (full or partial) for 90 consecutive days, the project may be temporarily suspended until all dues and interest are cleared.
- If 60 days pass without overdue clearance, the project may be completely suspended, with no further deliverables or support.
- Work does not continue unless pending invoices are settled in full. However, active infrastructure may continue to function and will be billed accordingly until permanent suspension.
6. Scope of Work & Change Requests
6.1 Defined Scope
The SoW outlines deliverables, timelines, and features. This scope is the basis for all work and cost estimations.
6.2 Minor Changes
Minor requests (e.g., UI tweaks, small adjustments) beyond scope will be evaluated and approved based on effort and may incur additional charges.
6.3 Major Changes
Substantial change requests are treated as new phases or versions. A revised SoW and pricing structure must be signed. No major additions are assumed under the current plan unless explicitly documented and approved. All change requests must be documented, reviewed, and agreed by both parties.
7. Delivery, Acceptance & Changes
- Deliverables will be submitted per milestone schedule. Client has 7 days to review and notify acceptance or issues.
- Absent feedback within 7 days, deliverables are deemed accepted.
- Revisions follow Change Request procedures.
8. Hosting, Deployment & Delays
- Hosting and domain provisioning by Aimerse is chargeable separately and provided only after receipt of full payment or as otherwise agreed within the service period.
- Post-delivery, clients may choose to continue hosting on Aimerse’s infrastructure under identical commercial terms.
- Client must ensure timely provision of third-party services like domain names, credentials, or integrations, third-party tools, and feedback.
- Any delay caused by the client or their vendors, especially in feedback, approvals, or third-party dependencies, shall be borne by the client and will not affect payment timelines.
9. Ownership, License & Intellectual Property
- All IP and Deliverables are transferred to Client only after full payment and written acceptance.
- Until then, Provider retains ownership and grants a limited license to use and host the Deliverables.
- Post-payment, Client may choose to continue hosting on Aimerse infrastructure under existing terms or migrate as desired.
10. Support & Maintenance
- Included support covers bug fixes, patches, version updates, and minor feature enhancements within the SoW scope.
- Most support tickets are addressed within 24 hours, subject to issue complexity. Some issues may require up to a few weeks.
- Feature enhancements are supported only within the original scope. New features require formal Change Requests.
11. Modifications to Services & Pricing
Aimerse reserves the right to change or discontinue Services, hosting features, and pricing without notice. Use of Services after changes indicates acceptance of amended terms.
12. Accuracy & Assumption of Risk
All materials, projections, or documentation provided are "as-is" without guarantee of completeness, accuracy, or future applicability. Provider is not liable for decisions taken based on such information.
13. Third-Party Tools, Links & Integrations
Services may incorporate or rely on third-party products/APIs. Provider is not responsible for their availability or performance. Any third-party fees or licensing requirements remain the Client’s responsibility.
14. Confidentiality
- Both Parties must keep confidential all non-public information exchanged.
- Confidentiality obligations survive termination or expiration for 3 years, or as required under law.
15. Warranties & Limitation of Liability
- Provider warrants that Services will be performed professionally and in line with reasonable industry standards.
- Services are otherwise provided “as-is”, with no implied warranties of merchantability, fitness, uptime, or freedom from infringement.
- Provider’s total liability shall not exceed the total fees paid under this Agreement.
16. Indemnification
Client shall indemnify and hold harmless Provider and its agents for claims from:
- Use or distribution of Client-provided materials;
- Client's unlawful use of Deliverables;
- Violations of law or third-party rights;
- Breach of Agreement by Client.
17. Suspension & Termination
17.1 Suspension for Non‑payment
- If the payment remains overdue for 90 days, project is temporarily suspended until the overdue is cleared. Billing continues, but no new work or deliverables are issued.
17.2 Termination by Client
- If within the first 3 months, a Client is dissatisfied due to valid reasons (e.g., proven delivery or quality failures), they may terminate the agreement with no early termination charges.
- After 3 months, Client must:
- Pay all outstanding invoices;
- Pay a 10% early termination fee on the total remaining contract;
- Compensate for completed modules using the modular price calculation method specified in the SoW.
17.3 Termination by Provider
- Provider may terminate with written notice if:
- Payments exceed 90 days overdue;
- Client breaches key terms (e.g., IP violations);
- Client misuses or abuses the Services.
- In such cases, all accrued dues and the early termination fee (if applicable) become immediately payable.
18. Force Majeure
Neither party is liable for delays due to events outside the reasonable control (e.g., acts of God, strikes, internet outages).
19. Notices
All legal notices must be in writing and delivered via email or registered mail to officially designated addresses.
20. Dispute Resolution & Governing Law
- Primary jurisdiction: Courts in Bhopal under Indian law.
- Disputes are resolved by:
- Good-faith discussions within 30 days;
- If unresolved, mediation or arbitration in Bhopal;
- Only then, legal action may proceed in competent courts.
21. Severability & Entire Agreement
- Invalid or unenforceable provisions are severed without affecting the remainder.
- This Agreement, along with the SoW and approved Change Requests, forms the complete understanding and supersedes prior agreements.
22. Amendments
Provider may amend the Agreement with 30 days written notice. Continued use signifies acceptance of revised terms.
23. Relationship & Assignment
- Parties are independent contractors; nothing implies a partnership, joint venture, or employment.
- Client may not assign or transfer rights without Provider’s written consent. Contact Information
For all legal or contractual queries, email: [email protected].