Terms of Service

Welcome to Apical Software. These Terms of Service ("Terms") govern your access to and use of our website www.apicalsoftware.com, software products, and related services (collectively, "Services") provided by Apical Software ("Company," "we," "our," or "us").

1. Acceptance of Terms

By accessing our website or engaging our services, you confirm that:

• You are at least 18 years of age
• You have the legal authority to enter into these Terms
• If acting on behalf of a company, you have the authority to bind that company to these Terms
• You will comply with all applicable local, state, national, and international laws and regulations

2. Services Offered

Apical Software provides enterprise technology solutions including, but not limited to:

• ERP Software: Enterprise resource planning solutions (ApicalERP)
• Custom Software Development: Tailored applications for business needs
• Web & Mobile Applications: Native, hybrid, and web-based applications
• Business Process Automation: Workflow automation and system integrations
• Cloud Hosting & Managed Services: Cloud deployment and maintenance
• Business Intelligence & Reporting: Analytics and dashboard solutions

Specific services, deliverables, timelines, and pricing are defined in individual proposals, statements of work (SOW), or service agreements.

3. Engagement Models

We offer flexible engagement models to suit your business needs:

3.1 Project-Based Engagement

• Fixed scope, timeline, and budget as defined in the project proposal
• Milestone-based delivery and payments
• Change requests may incur additional costs and timeline adjustments

3.2 Hourly / Time & Material

• Services billed based on actual hours worked
• Flexible scope allowing for evolving requirements
• Regular time tracking and reporting provided

3.3 Dedicated Resources

• Full-time team members assigned exclusively to your project
• Monthly retainer-based billing
• Direct management and communication with assigned resources

4. Client Responsibilities

To ensure successful project delivery, clients agree to:

• Provide accurate and complete project requirements and specifications
• Supply necessary access, credentials, and resources in a timely manner
• Designate a point of contact with decision-making authority
• Provide timely feedback and approvals at defined milestones
• Ensure availability for meetings, reviews, and testing phases
• Maintain confidentiality of any proprietary information shared

5. Payment Terms

5.1 Invoicing

• Payment terms are specified in individual service agreements
• Standard payment terms: Net 15 days from invoice date
• Project-based work typically requires an advance payment (30-50%) before commencement

5.2 Late Payments

• Overdue invoices may incur interest at 1.5% per month
• We reserve the right to suspend services for accounts overdue by more than 30 days
• Collection costs, if any, will be borne by the client

5.3 Taxes

All fees are exclusive of applicable taxes (GST, VAT, etc.). Clients are responsible for paying any applicable taxes unless otherwise agreed in writing.

6. Intellectual Property Rights

6.1 Client Ownership

Upon full payment, clients receive ownership of:

• Custom code developed specifically for the project
• Project-specific documentation and deliverables
• Design assets created for the project

6.2 Apical Software Ownership

We retain ownership of:

• Pre-existing code, libraries, frameworks, and tools
• Proprietary methodologies and processes
• Generic components that may be reused across projects
• ApicalERP and other standard products (licensed, not sold)

6.3 Third-Party Components

Projects may include open-source or third-party components subject to their respective licenses. We will disclose such components and their license terms.

7. Confidentiality

Both parties agree to:

• Maintain strict confidentiality of proprietary information shared during the engagement
• Use confidential information solely for the purpose of fulfilling obligations
• Not disclose confidential information to third parties without written consent
• Return or destroy confidential materials upon request or project completion

Confidentiality obligations survive the termination of the business relationship for a period of 3 years.

8. Warranties and Disclaimers

8.1 Service Warranty

We warrant that:

• Services will be performed in a professional and workmanlike manner
• Deliverables will substantially conform to agreed specifications
• We have the right to provide the services and grant any licenses

8.2 Bug Fix Period

Custom development projects include a warranty period (typically 30-90 days as specified in the agreement) during which we will fix bugs at no additional cost. This does not include:

• New feature requests or enhancements
• Issues caused by client modifications
• Third-party software or integration issues
• Issues arising from misuse or unauthorized changes

8.3 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

9. Limitation of Liability

To the maximum extent permitted by law:

• Our total liability for any claim arising from services shall not exceed the fees paid by the client for the specific service giving rise to the claim
• We shall not be liable for indirect, incidental, special, consequential, or punitive damages
• We are not liable for lost profits, data loss, business interruption, or similar damages
• These limitations apply regardless of the theory of liability (contract, tort, or otherwise)

10. Indemnification

Client agrees to indemnify and hold harmless Apical Software, its officers, employees, and agents from any claims, damages, losses, or expenses (including legal fees) arising from:

• Client's breach of these Terms
• Client's violation of applicable laws
• Client-provided content, materials, or data
• Third-party claims related to client's use of deliverables

11. Project Changes and Cancellation

11.1 Change Requests

• Changes to project scope must be submitted in writing
• We will provide a change order detailing impact on timeline and cost
• Changes proceed only upon written approval from both parties

11.2 Cancellation by Client

• Client may cancel the project with 15 days written notice
• Client is responsible for payment of all work completed to date
• Advance payments are non-refundable unless otherwise specified

11.3 Cancellation by Apical Software

We may terminate the engagement if:

• Client fails to make payments within 30 days of due date
• Client breaches material terms of the agreement
• Continuation would require us to violate laws or ethical standards

12. Website Use

When using our website, you agree not to:

• Use the website for any unlawful purpose
• Attempt to gain unauthorized access to our systems
• Transmit viruses, malware, or harmful code
• Interfere with the proper functioning of the website
• Copy, reproduce, or distribute website content without permission
• Use automated tools to scrape or collect data

13. Third-Party Links

Our website may contain links to third-party websites including ApicalERP. We are not responsible for the content, privacy practices, or terms of these external sites. Access to third-party sites is at your own risk.

14. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond reasonable control, including but not limited to:

• Natural disasters, acts of God
• War, terrorism, civil unrest
• Government actions, embargoes
• Pandemic or epidemic
• Internet or power failures
• Labor disputes or strikes

The affected party must provide prompt notice and make reasonable efforts to mitigate the impact.

15. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of India. Any disputes arising from these Terms or our Services shall be subject to the exclusive jurisdiction of the courts in Rajkot, Gujarat, India.

16. Dispute Resolution

Before initiating legal proceedings, parties agree to attempt resolution through:

1. Negotiation: Direct discussion between authorized representatives
2. Mediation: If negotiation fails, parties may engage a mutually agreed mediator
3. Arbitration: Binding arbitration under the Arbitration and Conciliation Act, 1996 (India)

17. Modifications to Terms

We reserve the right to modify these Terms at any time. Changes will be effective upon posting to our website with an updated "Last Updated" date. Continued use of our Services after changes constitutes acceptance of the modified Terms.

18. Severability

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

19. Entire Agreement

These Terms, together with any applicable service agreements, proposals, and statements of work, constitute the entire agreement between you and Apical Software regarding the subject matter herein. They supersede all prior communications, representations, or agreements, whether oral or written.

20. Contact Us

If you have any questions about these Terms of Service, please contact us: