Terms & Conditions

1. Acceptance & Scope

These Terms and Conditions (“Terms”, “Agreement”) constitute a legally binding contract betweenAscelstack Technologies Private Limited (“Ascelstack”, “we”, “our”, or “us”) and the individual, company, or entity (“Client”, “you”, or “your”) that procures, accesses, or licenses services from Ascelstack.

By signing a Statement of Work (“SOW”), submitting a project order via our website, approving an estimate, or using our Client Portal, you confirm that you have read, understood, and agreed to be bound by these Terms. If you are entering into this Agreement on behalf of a corporate entity, you warrant that you possess full legal authority to bind that entity.

2. Engagement Models & Statements of Work

All specific deliverables, timelines, pricing, and operational specifications are formalized through mutually agreed Statements of Work (SOWs) or digital service orders. In the event of any express conflict between these Terms and a signed SOW, the provisions of the specific SOW shall prevail.

3. Scope Across the Three Layers

Ascelstack packages services across three connected operational layers:

• Build Layer (Digital Foundations): Custom web platforms, mobile applications, cloud architecture, enterprise APIs, and bespoke AI agents. Delivered in demoable sprint cycles. Client maintains 10 business days upon delivery to conduct user acceptance testing (UAT).
• Grow Layer (Acquisition & Brand): Performance marketing, marketplace management (Amazon, Flipkart, Swiggy, Zomato), search engine optimization, and brand design. Advertising spends are directly funded by Client through Client’s own billing accounts with ad platforms.
• Run Layer (Operations & Compliance): ERP configurations, CRM pipelines, POS systems, automated reconciliation, and statutory regulatory filings (GST, FSSAI, MCA, Trademark).

4. Client Responsibilities

To ensure project momentum and avoid delivery bottlenecks, Client agrees to:

• Timely Approvals: Review and provide written approval or consolidated feedback on sprint demos, design mockups, and milestone deliverables within five (5) business days of submission.
• Prerequisite Assets: Furnish necessary brand assets, product catalogues, API access credentials, and statutory identity documentation in a timely manner.
• Accuracy of Records: Provide truthful, accurate, and up-to-date financial, corporate, and operational records for all tax and regulatory filings.
• Authorized Points of Contact: Designate a primary decision-maker authorized to approve scope adjustments and sign off on project completion.

5. Fees, Invoicing & Taxes

Pricing for all services is outlined in the applicable SOW or service catalog:

• Invoicing Schedules: Fixed-price projects require an initial deposit (typically 40–50%) prior to sprint kickoff, with subsequent milestone disbursements tied to acceptance milestones. Monthly retainers are invoiced on the 1st of each calendar month.
• Payment Terms: Invoices are payable within seven (7) days of issuance. Late payments past fifteen (15) days may incur statutory interest at 1.5% per month or result in temporary suspension of active build environments or ad campaigns.
• Applicable Taxes: Unless expressly stated otherwise, all prices quoted are exclusive of Indian Goods and Services Tax (GST at 18%) or applicable foreign withholding taxes, which shall be charged additionally on the invoice.
• Refund Policy: Work delivered and signed off in accordance with agreed SOW criteria is non-refundable. For monthly retainers, fees cover allocated pod bandwidth for that billing cycle.

6. Intellectual Property & Code Ownership

Ascelstack Core Libraries: Ascelstack retains ownership of its pre-existing proprietary utility libraries, reusable workflow automation templates, developer scaffolding, and foundational tools (“Ascelstack Background IP”). Ascelstack grants Client a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use, execute, and modify such Background IP solely as integrated within Client’s custom deliverables.

7. AI Automation & Third-Party APIs

Ascelstack designs resilient, self-healing automation workflows and AI agents. However, automated workflows invariably interface with external third-party systems:

• Third-Party Dependencies: Ascelstack is not liable for service interruptions, API rate limits, pricing revisions, or unilateral feature deprecations caused by third-party platforms (including WhatsApp Business API / Meta, OpenAI, Anthropic, Google, Shopify, Swiggy, Zomato, or Indian Government portals).
• Human Guardrails: Client agrees that autonomous AI agents deployed for customer service, order triage, or document extraction operate under probabilistic models. Irreversible financial or statutory actions must be configured with human sign-off checkpoints.
• Workflow Maintenance: Retainer clients receive proactive monitoring, error retry queues, and rapid patching if third-party webhook contracts change.

8. Regulatory Filings Disclaimer

Ascelstack is not responsible for delays or queries resulting from government server downtime, retroactive statutory amendments, or defective documents provided by the Client.

9. Confidentiality & Non-Disclosure

Both parties agree to hold in strict confidence all proprietary technical, financial, and business information disclosed by either party during the term of the engagement and for three (3) years thereafter.

Confidential Information shall not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was already known to the receiving party prior to disclosure; (c) is independently developed without reference to the disclosing party's Confidential Information; or (d) is required to be disclosed by law or court order.

10. Warranties & Limitation of Liability

Ascelstack warrants that all services will be executed in a professional, workmanlike manner conforming to recognized industry software engineering and operational standards.

• Disclaimer: Except as expressly provided, Services are provided on an “as is” and “as available” basis without warranty of any kind, whether express, implied, statutory, or otherwise.
• Consequential Damages: Neither party shall be liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or business goodwill, even if advised of the possibility of such damages.
• Liability Cap: The total aggregate liability of Ascelstack arising out of or relating to any engagement shall not exceed the total fees actually paid by Client to Ascelstack under the specific Statement of Work giving rise to the claim during the three (3) months immediately preceding the event.

11. Term & Offboarding

This Agreement remains in effect until terminated. Either party may terminate an ongoing retainer for convenience by providing thirty (30) days’ prior written notice. Either party may terminate immediately upon written notice if the other party commits a material breach and fails to remedy it within fifteen (15) days of receiving formal notice.

Offboarding Assistance: Upon contract completion and receipt of outstanding dues, Ascelstack will deliver all code repositories, documentation, environment secrets, and credentials in an organized, frictionless handoff.

12. Governing Law & Dispute Resolution

This Agreement shall be governed by, construed, and enforced in accordance with the substantive laws of the Republic of India, without regard to its conflict of law principles.

Any dispute, controversy, or claim arising out of or relating to this contract shall first be subject to good-faith negotiation for thirty (30) days. If unresolved, the dispute shall be finally settled by binding arbitration administered in accordance with the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration shall be Kolkata or Bengaluru, India, and the proceedings shall be conducted in the English language before a sole mutually agreed arbitrator.

13. Legal Notices & Contact

All formal legal notices, claims, or contract inquiries must be delivered in writing to the following dedicated channels: