Terms & Conditions

These Terms and Conditions ("Agreement") constitute a legally binding contract between Aron Tech LLP, a Limited Liability Partnership registered under the laws of India and having its principal place of business at Mohali, Punjab, India — 160055 ("Company", "we", "us", or "our"), and the individual or entity ("Client", "you", or "your") engaging the Company for services.

By engaging the Company for any service — whether through a proposal acceptance, a signed Statement of Work, a purchase order, verbal agreement, electronic confirmation, or payment — you unconditionally accept and agree to be bound by these Terms and Conditions in their entirety.

These Terms and Conditions are effective as of 1 April 2025 and supersede all prior oral or written communications, proposals, and representations between the parties.

The Company provides custom technology services including, but not limited to: custom software development, web development, web design, mobile application development, artificial intelligence and machine learning solutions, intelligent automation and workflow systems, optical character recognition (OCR) and document processing pipelines, enterprise resource planning (ERP) development and integration, database architecture and management, DevOps and cloud infrastructure, data engineering and analytics, and related IT consulting services.

The specific deliverables, timelines, technologies, and payment schedules applicable to each engagement shall be defined in a separate Statement of Work ("SOW"), project proposal, or written agreement ("Project Agreement") executed between the parties.

In the event of any conflict between these Terms and Conditions and any Project Agreement, the terms of the Project Agreement shall prevail with respect to the subject matter of that agreement only. These Terms and Conditions shall apply to all matters not addressed by the Project Agreement.

The Company reserves the right to refuse, modify, or discontinue any service offering at its sole discretion. Acceptance of a project is subject to internal review and resource availability.

Any work requested beyond the agreed scope of a Project Agreement shall constitute a change request and shall require a written amendment to the Project Agreement, including revised fees and timelines, before the Company is obligated to commence such additional work.

The Client agrees to provide the Company with all information, materials, access credentials, third-party service access, data, feedback, and approvals necessary for the timely completion of the agreed services.

The Client is responsible for ensuring that all information and materials provided to the Company are accurate, complete, lawful, and do not infringe upon any third-party intellectual property rights, privacy rights, or applicable laws.

The Client shall designate one or more authorised representatives who are empowered to make decisions, provide approvals, and respond to queries. Delays caused by the Client's failure to provide timely responses, approvals, or materials shall not be the responsibility of the Company and may result in revised timelines and additional charges.

The Client is solely responsible for ensuring that the software, systems, or outputs delivered by the Company comply with all laws, regulations, and licensing requirements applicable to the Client's specific industry and jurisdiction, including but not limited to data protection, financial services, healthcare, and immigration laws.

The Client shall not misrepresent the nature of its business, the purpose of the project, or any material fact during the engagement. The Company reserves the right to terminate the engagement immediately and without refund upon discovery of material misrepresentation.

The Client is responsible for maintaining appropriate data backups before the Company undertakes any integration, migration, or modification of existing systems. The Company shall not be liable for any data loss resulting from a Client's failure to maintain backups.

Upon receipt of full and final payment of all amounts owed under the applicable Project Agreement, the Company assigns to the Client all rights, title, and interest in the custom deliverables specifically created for the Client under that engagement, including source code, designs, and documentation.

Notwithstanding the foregoing assignment, the Company retains perpetual, irrevocable, worldwide, royalty-free rights to: (a) use generic methodologies, frameworks, tools, and general programming techniques developed or employed during the engagement; (b) reuse non-Client-specific code modules, libraries, utilities, and architectural patterns in future projects; and (c) reference the existence of the project (but not its confidential details) for marketing and portfolio purposes, unless the Client explicitly objects in writing.

Until full payment is received, all intellectual property rights in all deliverables — including partially completed work — remain exclusively vested in the Company. The Client acquires no rights to use, reproduce, distribute, or modify any deliverable until full payment has cleared.

All pre-existing intellectual property of the Company, including proprietary frameworks, tools, libraries, and methodologies used in the delivery of services, remains the exclusive property of the Company. Where such pre-existing IP is incorporated into Client deliverables, the Company grants the Client a non-exclusive, perpetual licence to use such IP solely as embedded in the delivered product.

The Client warrants that all materials, data, content, and instructions provided to the Company do not infringe any third-party intellectual property rights. The Client shall indemnify and hold the Company harmless from any claims, losses, or damages arising from such infringement.

Each party acknowledges that during the engagement it may receive or have access to confidential and proprietary information of the other party, including but not limited to business plans, technical specifications, source code, financial data, customer data, trade secrets, and know-how ("Confidential Information").

Each party agrees to: (a) keep all Confidential Information of the other party strictly confidential; (b) not disclose such information to any third party without the prior written consent of the disclosing party; and (c) use such information solely for the purpose of fulfilling obligations under the applicable Project Agreement.

These confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was independently known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without reference to the Confidential Information; or (d) is required to be disclosed by law or court order, provided the disclosing party is given reasonable prior notice.

The confidentiality obligations under this section shall survive the termination or completion of any engagement for a period of three (3) years.

The Company may be required to engage subcontractors or technical personnel to fulfil service obligations. Such personnel shall be bound by confidentiality obligations no less protective than those set out herein.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, OR BUSINESS INTERRUPTION, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

The Company's total aggregate liability to the Client for any claims arising out of or related to any engagement — whether in contract, tort, negligence, strict liability, or otherwise — shall not exceed the total fees actually paid by the Client to the Company under the applicable Project Agreement during the six (6) months preceding the event giving rise to the claim.

The Company is not responsible for any damages, losses, or liabilities arising from: (a) the Client's misuse, modification, or redistribution of delivered software or systems; (b) the Client's failure to maintain appropriate data backups; (c) third-party service failures, outages, or changes; (d) the Client's use of the delivered system for purposes not disclosed during the engagement; or (e) force majeure events.

The Company does not guarantee that any software or system delivered will be entirely free of defects. The Company's liability for software defects is limited to reasonable correction efforts within any warranty period agreed in writing.

The Client agrees that the limitations of liability set forth in this section reflect a fair and reasonable allocation of risk between commercially sophisticated parties and are a fundamental basis of the bargain between the parties.

In the course of delivering services, the Company may recommend, integrate, or rely upon third-party software, APIs, cloud platforms, payment gateways, hosting providers, AI models, or other external services ("Third-Party Services").

The Company does not control, endorse, or assume responsibility for the availability, accuracy, security, pricing, terms, or performance of any Third-Party Services. The Client acknowledges that such services operate under their own terms of service and privacy policies.

Any fees, subscriptions, or charges associated with Third-Party Services are the sole responsibility of the Client, unless expressly included in the Company's project fee.

The Company shall not be liable for any disruption, degradation, downtime, data loss, security breach, or service changes attributable to Third-Party Services. The Company will make reasonable efforts to notify the Client of material changes to Third-Party Services where such changes affect deliverables, but is not obligated to do so.

Where the Company procures Third-Party Services on the Client's behalf, the Client acknowledges that the Company is acting as an intermediary only, and all contractual obligations with respect to such services are ultimately between the Client and the relevant third-party provider.

The Company provides artificial intelligence, machine learning, OCR, and automation solutions that are designed to improve operational efficiency. The Client acknowledges and agrees that the following disclaimers apply to all such services.

AI and automation systems, including OCR pipelines, predictive models, classification systems, and automated workflows, are probabilistic in nature. Their outputs are based on patterns in training data, input quality, and model parameters. The Company makes no guarantee of accuracy, completeness, or correctness of any AI-generated output.

Results achieved by AI and automation systems may vary significantly depending on the quality, volume, and consistency of input data provided by the Client; changes in the Client's operational environment; and updates to underlying models or third-party AI services. The Company does not guarantee that results achieved in testing or a proof-of-concept environment will be replicated in production.

AI and automation tools delivered by the Company are intended to support — not replace — human judgment and oversight. The Client is solely responsible for reviewing AI outputs before acting upon them, particularly in regulated industries such as finance, healthcare, immigration, legal, or accounting services.

The Company shall not be liable for any decisions, actions, losses, or consequences arising from the Client's reliance on AI or automation outputs without appropriate human review.

AI models may reflect biases present in training data. The Company takes reasonable steps to mitigate such biases but cannot guarantee bias-free outputs. The Client is responsible for auditing AI outputs for fairness and accuracy in the context of their specific use case.

Either party may terminate an engagement upon thirty (30) days' written notice to the other party, unless a shorter or longer notice period is specified in the applicable Project Agreement.

The Company may terminate any engagement immediately and without notice in the event of: (a) the Client's failure to make any payment due hereunder within seven (7) days of the due date; (b) the Client's material breach of these Terms and Conditions or any Project Agreement; (c) the Client providing false, misleading, or fraudulent information; or (d) the Client's insolvency, bankruptcy, or cessation of business.

Upon termination by either party: (a) the Client shall immediately pay all outstanding fees for work completed up to the date of termination; (b) the Company shall deliver all completed deliverables for which full payment has been received; (c) each party shall promptly return or destroy the other party's Confidential Information upon request; and (d) all licences granted to the Client shall terminate immediately if termination is due to Client default.

Termination shall not affect any accrued rights, obligations, or liabilities of either party arising prior to the date of termination.

Provisions of these Terms and Conditions that by their nature should survive termination — including Intellectual Property, Confidentiality, Limitation of Liability, and Governing Law — shall survive any termination or expiry of an engagement.

These Terms and Conditions and all engagements entered into pursuant to them shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law principles.

The courts of competent jurisdiction located in Mohali, Punjab, India shall have exclusive jurisdiction over any dispute arising out of or in connection with these Terms and Conditions or any Project Agreement.

In the event of a dispute, the parties agree to first attempt to resolve the matter amicably through good-faith negotiations for a period of thirty (30) days following written notice of the dispute. If the dispute is not resolved within such period, either party may pursue its legal remedies before the courts identified above.

The Company reserves the right to seek injunctive or other equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement of its intellectual property rights or breach of its confidentiality obligations, without the need to post a bond or other security.

Entire Agreement: These Terms and Conditions, together with any applicable Project Agreement, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, understandings, negotiations, and representations.

Amendments: The Company reserves the right to update or modify these Terms and Conditions at any time. The version in effect at the time of any Project Agreement's execution shall govern that engagement. Continued engagement with the Company following publication of revised Terms constitutes acceptance of the revised Terms.

Severability: If any provision of these Terms and Conditions is held to be invalid, unlawful, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

Waiver: The failure of either party to enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision.

Assignment: The Client may not assign its rights or obligations under these Terms or any Project Agreement without the prior written consent of the Company. The Company may assign its obligations to a qualified subcontractor or affiliate without Client consent, provided the Company remains responsible for delivery.

Force Majeure: Neither party shall be liable for any delay or failure to perform its obligations due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, government actions, internet outages, or pandemic-related disruptions.