Terms & Conditions
Last Updated: November 9, 2026 · Effective Immediately
These Terms & Conditions ("Terms") govern the digital product design, software engineering, and consulting services provided by apnafoundrys ("Studio", "we", "our", or "us") to clients, founders, and partner organizations ("Client", "you", or "your").
01. Engagement Framework & SOWs
All studio services are structured around milestone-based sprints outlined in a dedicated Statement of Work (SOW), Technical Proposal, or Authorized Project Scope. Each SOW defines deliverables, estimated sprint durations, payment milestones, and acceptance criteria.
In the event of any conflict between these general Terms and an executed SOW signed by both parties, the specific provisions of the executed SOW shall prevail.
02. 100% Intellectual Property (IP) Ownership
Full IP Handover Guarantee
Upon receipt of full payment for each agreed project milestone or completed sprint, all intellectual property rights, including source code, database schemas, UI/UX designs, Figma files, documentation, and digital assets created specifically for you, are assigned and transferred 100% to the Client.
apnafoundrys retains no ongoing royalties, licensing fees, or claims over your custom software. We do not hold client codebases hostage under proprietary licenses. Open-source libraries, frameworks (e.g. Next.js, React, Tailwind CSS), and third-party dependencies used in your application remain governed by their respective open licenses (MIT, Apache 2.0).
03. Confidentiality & Non-Disclosure
Both parties agree to treat all business plans, customer data, technical architectures, proprietary algorithms, financial estimates, and trade secrets disclosed during the engagement as strictly Confidential Information.
We will not disclose your confidential materials to any third party without your prior written authorization. We will gladly execute your company's bilateral Non-Disclosure Agreement (NDA) before detailed product exploration.
04. Client Responsibilities
Successful product delivery requires active collaboration. To maintain sprint velocity, the Client agrees to:
- Designate a primary Product Owner authorized to review milestone deliverables and approve sprint releases.
- Provide prompt feedback on staging builds, design mockups, and milestone reviews within five (5) business days.
- Provide required third-party API credentials, domain access, hosting credentials, and design assets necessary to execute the scope.
05. Invoicing, Payment Terms & Taxes
Engagements are billed in structured milestone tranches (e.g. Kickoff Deposit, Staging Release, Final Handover). Work on subsequent milestones commences only after settlement of the preceding milestone invoice.
- Currency: Indian clients are invoiced in INR (₹) subject to applicable Goods and Services Tax (GST). International clients are invoiced in USD ($) via SWIFT wire transfer or Stripe.
- Payment Window: Milestone invoices are payable within seven (7) business days from date of issuance.
- Third-Party Costs: The Client is directly responsible for cloud hosting expenses (AWS, Vercel, Supabase), API consumption costs (OpenAI, Anthropic), domain registrations, and third-party SaaS licenses.
06. 90-Day Post-Delivery Warranty
Comprehensive Bug-Fix Warranty
We stand behind our engineering. Following final handover and deployment, apnafoundrys provides a complimentary 90-day bug-fix warranty. Any defects or functional failures deviating from the approved SOW specifications will be resolved by our team at zero additional charge.
*Note: Warranty excludes modifications introduced by external developers, third-party API deprecations, or new feature requests outside the agreed SOW.
07. Limitation of Liability
To the maximum extent permitted by applicable law, neither party shall be liable for indirect, incidental, consequential, special, or punitive damages (including loss of business profits, data corruption, or operational downtime) arising from the software development services.
Except for breaches of confidentiality or gross negligence, apnafoundrys' cumulative liability under any engagement shall not exceed the total fees actually paid by the Client to apnafoundrys under the applicable SOW.
08. Termination & Cancellation
Either party may terminate an ongoing engagement with fourteen (14) days written notice. In the event of early termination:
- The Client pays for all work performed and approved milestones completed up to the termination effective date.
- apnafoundrys immediately delivers all completed source code, design files, and documentation corresponding to paid milestones.
09. Governing Law & Jurisdiction
These Terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of India.
The parties agree to attempt in good faith to resolve any dispute through informal discussions. If unresolved within 30 days, disputes shall be subject to the exclusive jurisdiction of the competent courts in New Delhi, India.
10. Agreement Queries
If you have questions regarding these Terms or require custom contractual terms for your enterprise, reach out to our legal team:
apnafoundry Studio — Contracts & Governance
Direct partner assistance for founder agreements, NDAs, and billing.