Terms of Service

Welcome to YUGM AI. By registering as a vendor or user on our platform, you agree to comply with and be bound by the following Terms of Service and Master Vendor Agreement.

2. DEFINITIONS AND INTERPRETATION

For the purposes of this Agreement, the following terms shall have the meanings ascribed to them below unless the context requires otherwise:

"Agreement" means this Master Vendor Agreement, including all Schedules, Annexures, Statements of Work (SoWs), and any amendments thereto executed in writing.

"Confidential Information" means all non-public, proprietary, or sensitive information disclosed by either Party to the other in any form û written, oral, electronic, or visual û including but not limited to business plans, pricing, client lists, strategies, source code, designs, financial data, and operational details.

"Deliverables" means all products, services, work product, reports, designs, code, documentation, or other output produced by the Vendor under this Agreement or any applicable Statement of Work.

"Force Majeure Event" means an event beyond the reasonable control of either Party, including but not limited to acts of God, natural disasters, epidemics, pandemics, war, government regulations, civil disturbance, or failure of third-party utilities.

"Intellectual Property" or "IP" means all inventions, patents, trademarks, trade secrets, copyrights, designs, software, processes, know-how, data, and all other intellectual and industrial property rights, whether registered or unregistered.

"Invoice" means a formal billing document raised by the Vendor for Deliverables accepted by the Company under this Agreement.

"Project" means any specific scope of work, assignment, or engagement undertaken by the Vendor for the Company as detailed in a Statement of Work (SoW).

"Statement of Work" or "SoW" means a written document executed by both Parties defining the scope, timelines, milestones, costs, and deliverables for a specific Project.

"Payment Cycle" means the period within which the Company is obligated to settle an approved Invoice, as further detailed in Section 8 of this Agreement.

"Defect" means any non-conformance of a Deliverable with the agreed specifications, quality standards, or functional requirements as set out in the applicable SoW.

"Termination Date" means the effective date on which this Agreement or a specific SoW is terminated.

Words importing the singular include the plural and vice versa. References to persons include legal entities. Headings are for convenience only and shall not affect interpretation.

3. TERM AND COMMENCEMENT

3.1 This Agreement shall commence on the date first written above ("Effective Date") and shall remain in full force and effect for a period of one (1) year, unless earlier terminated in accordance with the provisions of this Agreement.

3.2 Upon expiry of the initial term, this Agreement shall automatically renew for successive periods of one (1) year each, unless either Party provides written notice of non-renewal at least thirty (30) days prior to the expiry of the then-current term.

3.3 All Statements of Work executed under this Agreement shall survive the expiration of the Agreement until the obligations thereunder are fully discharged, unless otherwise agreed in writing.

3.4 The terms and conditions of this Agreement shall govern all Statements of Work, purchase orders, and engagement letters executed between the Parties during the term, unless a specific SoW expressly overrides a provision of this Agreement in writing.

4. SCOPE OF ENGAGEMENT AND STATEMENTS OF WORK

4.1 The specific scope of services, deliverables, timelines, and compensation for each Project shall be set out in a mutually signed Statement of Work (SoW). This Agreement governs the general terms and conditions; each SoW shall incorporate the terms herein by reference.

4.2 No work shall commence on any Project until a duly signed SoW has been executed by authorised representatives of both Parties. The Company shall not be liable for any work performed or costs incurred by the Vendor in the absence of a signed SoW.

4.3 Any changes, additions, or modifications to an approved SoW must be agreed upon in writing through a formal Change Order or Amendment signed by both Parties. Verbal instructions or emails alone shall not constitute authorisation for out-of-scope work.

4.4 The Vendor agrees to provide the Deliverables with a standard of care, skill, and diligence consistent with best industry practices and in strict compliance with the specifications detailed in the applicable SoW.

4.5 The Vendor shall assign suitably qualified personnel to perform the services. The Vendor shall notify the Company of any proposed change in key personnel at least ten (10) business days in advance and shall obtain the Company's written consent before effecting such changes.

4.6 The Vendor shall maintain adequate resources, tools, and infrastructure necessary to fulfill obligations under this Agreement and shall not sub-contract any part of the services to a third party without the prior written consent of the Company.

5. OBLIGATIONS OF THE VENDOR

5.1 General Obligations

Perform all services diligently, professionally, and in accordance with this Agreement and applicable SoWs.

Meet all agreed timelines and milestones; promptly notify the Company in writing if any delay is anticipated, along with reasons and a revised schedule.

Ensure all Deliverables are free from Defects, are of merchantable quality, and conform to the agreed specifications.

Maintain all applicable licenses, registrations, and permits required to lawfully perform the services.

Comply with all applicable laws, regulations, and statutory requirements, including but not limited to the Information Technology Act, 2000, MSME Development Act, 2006, Shops & Establishment Act, and applicable tax laws.

Promptly disclose to the Company any conflict of interest, change in business status, or regulatory action that may affect performance under this Agreement.

5.2 Reporting and Communication

Provide periodic progress updates and reports as specified in the applicable SoW or as reasonably requested by the Company.

Maintain a designated single point of contact (SPOC) for all communications with the Company.

Respond to all queries, escalations, and requests from the Company within twenty-four (24) business hours.

5.3 Data and Systems

Handle all data, systems, or platforms provided by or accessible through the Company with the utmost care, security, and confidentiality.

Not retain, copy, replicate, or use any Company data beyond the scope strictly required to fulfill the services.

Immediately notify the Company of any actual or suspected data breach, unauthorised access, or compromise of Company systems or data.

6. OBLIGATIONS OF THE COMPANY

6.1 The Company shall provide the Vendor with reasonable access to information, data, systems, and personnel as necessary for the Vendor to perform its obligations under an applicable SoW, subject to the Company's internal security and access policies.

6.2 The Company shall review and accept or reject Deliverables within a reasonable timeframe as specified in the applicable SoW, not to exceed fifteen (15) business days from receipt, unless otherwise agreed.

6.3 The Company shall provide timely written feedback on Deliverables and shall not unreasonably withhold acceptance where Deliverables substantially conform to the agreed specifications.

6.4 The Company shall process approved Invoices in accordance with the Payment Cycle stipulated in Section 8 of this Agreement.

6.5 The Company's obligations under this Agreement are contingent upon the Vendor's timely and satisfactory performance.

7. ACCEPTANCE, QUALITY, AND RECTIFICATION

7.1 All Deliverables are subject to acceptance review by the Company. Upon receipt, the Company shall evaluate the Deliverables against the agreed specifications in the applicable SoW.

7.2 The Company may accept Deliverables, reject them as non-conforming, or request revisions. Acceptance shall be communicated in writing; silence shall not constitute acceptance.

7.3 If Deliverables are found to be defective or non-conforming, the Vendor shall, at no additional cost to the Company, rectify and re-deliver within a period mutually agreed upon in writing, typically within five (5) to ten (10) business days.

7.4 If the Vendor fails to rectify Defects within the specified rectification period after written notice from the Company, the Company reserves the right to: (a) engage a third party to rectify the Defects at the Vendor's cost; (b) withhold payment for the non-conforming Deliverables; and/or (c) terminate the relevant SoW or this Agreement as per Section 17.

7.5 The Vendor shall warrant all Deliverables for a minimum period of ninety (90) days from the date of formal acceptance, during which period the Vendor shall rectify any Defects that emerge at no cost to the Company.

8. PAYMENT TERMS AND BILLING

8.1 Standard Payment Cycle

The standard payment cycle under this Agreement is forty-five (45) to sixty (60) days from the date of Invoice raised by the Vendor. The payment clock starts on the date the Invoice is issued, regardless of the date of internal processing or acceptance by the Company. This is the default payment timeline applicable to all Projects unless otherwise specifically agreed in writing.

8.2 Project-Specific Payment Terms

For specific Projects where a shorter payment cycle or milestone-based payment schedule is agreed upon by the Parties, such terms shall be expressly documented in the applicable Statement of Work. Any deviation from the standard forty-five (45) to sixty (60) day cycle shall be mutually discussed and confirmed in writing û typically during a project kick-off meeting or planning call. Until such written confirmation is provided, the standard payment cycle of forty-five (45) to sixty (60) days shall apply.

8.3 Invoice Requirements

All Invoices raised by the Vendor must include the following to be considered valid:

Vendor's full legal name, registered address, and contact details

Vendor's GSTIN, PAN, and bank account details

Invoice number, Invoice date, and relevant SoW or Project reference

Detailed description of services rendered and Deliverables submitted

Total amount payable

Invalid or incomplete Invoices will be returned to the Vendor for correction, and the Payment Cycle shall commence only from the date the corrected, valid Invoice is raised by the Vendor.

8.4 Taxes and Deductions

8.4.1 All amounts stated in SoWs are

inclusice

of applicable taxe unless expressly stated otherwise. The Vendor is responsible for all taxes on their income. The Company shall deduct TDS at applicable rates as required by law, and shall provide Form 16A within the statutory timelines.

8.4.2 If the Company is entitled to set-off any amount owed by the Vendor to the Company against any payment due, the Company may exercise such set-off after providing written notice to the Vendor.

8.5 Disputed Invoices

In the event of a genuine dispute over an Invoice, the Company shall notify the Vendor in writing within fifteen (15) business days of receipt, specifying the disputed amount and the reason. The Company shall process the undisputed portion within the standard Payment Cycle, and the disputed amount shall be resolved through the Dispute Resolution mechanism in Section 18.

8.6 Late Payment

In the event the Company fails to make payment within the agreed Payment Cycle without a valid reason or written dispute notification, the Vendor may raise the matter in writing for resolution. Any claim of late payment interest shall be limited to the rate prescribed under the MSME Development Act, 2006 (currently eighteen percent per annum), applicable only after the expiry of forty-five (45) days from the date of acceptance of goods or services, as mandated by law.

9. INTELLECTUAL PROPERTY RIGHTS

9.1 All Intellectual Property in the Deliverables, work product, or output created specifically for the Company by the Vendor under this Agreement and any applicable SoW shall vest exclusively in and be the absolute property of Yugm AI upon payment of the applicable fees, unless otherwise expressly agreed in writing.

9.2 The Vendor hereby assigns to Yugm AI all right, title, and interest in all such Deliverables and work product, including all associated IP rights, in perpetuity, worldwide, on a royalty-free basis, effective upon payment for the respective Deliverables.

9.3 Pre-existing IP owned by the Vendor prior to the commencement of this Agreement ("Vendor Background IP") shall remain the property of the Vendor. Where such Vendor Background IP is incorporated into a Deliverable, the Vendor grants the Company a non-exclusive, perpetual, royalty-free licence to use, modify, and incorporate such Vendor Background IP solely for the purpose of using the Deliverables.

9.4 The Vendor shall not use the Company's name, logo, trademarks, branding, or client names in any publicity, marketing material, case study, portfolio, social media post, or public communication without the prior express written consent of the Company.

9.5 The Vendor warrants that the Deliverables do not infringe any third-party IP rights and shall indemnify the Company against any claims, costs, or damages arising from such infringement.

9.6 All software, code, tools, methodologies, and processes developed exclusively for the Company under this Agreement shall be treated as work-for-hire and shall be the sole property of the Company.

10. CONFIDENTIALITY AND NON-DISCLOSURE

10.1 Both Parties acknowledge that, in connection with this Agreement, each Party may receive, access, or be exposed to Confidential Information belonging to the other Party.

10.2 Each Party agrees to: (a) hold all Confidential Information in strict confidence; (b) not disclose it to any third party without prior written consent; (c) use it solely for the purpose of performing obligations under this Agreement; and (d) apply the same standard of care as it applies to its own confidential information, but in no event less than reasonable care.

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

10.4 The Vendor shall ensure that only those of its employees or contractors who need to know Confidential Information in order to perform their obligations are given access to it, and that each such person is bound by confidentiality obligations no less stringent than those herein.

10.5 The confidentiality obligations under this Section shall survive the termination or expiration of this Agreement for a period of five (5) years.

10.6 The Vendor shall promptly return or destroy all Confidential Information of the Company upon termination of this Agreement or upon written request by the Company.

11. NON-DISPARAGEMENT AND SOCIAL MEDIA CONDUCT

11.1 Non-Disparagement Obligation

The Vendor, its directors, partners, employees, contractors, agents, representatives, and affiliates shall not û during the term of this Agreement or at any time thereafter û make, publish, or communicate any statement, comment, post, review, or content that is disparaging, defamatory, derogatory, or otherwise harmful to the reputation, goodwill, brand, business, or personnel of Yugm AI.

11.2 Prohibited Social Media Conduct

The Vendor expressly agrees that any grievance, dispute, disagreement, complaint, or dissatisfaction arising out of or in connection with this Agreement, any Project, or any dealings with Yugm AI shall under no circumstances be aired, publicised, or communicated on any social media platform, digital medium, or public forum, including but not limited to:

LinkedIn, Instagram, Facebook, Twitter / X, YouTube, Threads, or any other social networking platform

Review platforms such as Google Reviews, Glassdoor, Clutch, Trustpilot, or similar

Online forums, groups, community boards, or messaging platforms

Press, media publications, blog posts, podcasts, or video content

WhatsApp, Telegram, or other messaging platforms accessible to the general public

11.3 Internal Resolution Mandatory

Any issue, concern, or dispute must first be escalated through the internal escalation and dispute resolution mechanism described in Section 18 of this Agreement. The Vendor expressly waives any right to resort to social media or public platforms as a form of dispute escalation, pressure, or resolution.

11.4 Consequences of Breach

A breach of this Section 11 shall be deemed a material breach of this Agreement and shall entitle the Company to:

Immediately terminate this Agreement and all active SoWs without notice

Withhold all pending payments until the matter is resolved

Seek injunctive relief in a court of competent jurisdiction without the need to demonstrate actual damage

Claim liquidated damages of INR 5,00,000 (Indian Rupees Five Lakhs) per incident of breach, which the Parties agree is a genuine pre-estimate of reputational and commercial loss

Pursue all additional legal remedies available under applicable law, including civil and criminal action for defamation

11.5 Positive References

The Vendor may publicly refer to Yugm AI as a client or partner in their portfolio, website, or marketing materials only with prior written approval from the Company, which shall not be unreasonably withheld.

12. NON-SOLICITATION AND NON-COMPETE

12.1 During the term of this Agreement and for a period of twelve (12) months following its termination, the Vendor shall not, directly or indirectly, solicit, recruit, employ, or engage any employee, contractor, consultant, or agent of Yugm AI with whom the Vendor had material contact in connection with this Agreement.

12.2 During the term of this Agreement, the Vendor shall not approach, solicit business from, or enter into any commercial relationship with any client, customer, or prospect of the Company whom the Vendor became aware of solely through its engagement with the Company, without the Company's prior written consent.

12.3 The Vendor shall not, during the term of this Agreement, engage or provide services to any direct competitor of the Company in relation to services substantially similar to those provided to the Company under this Agreement without making prior written disclosure to the Company. The Company reserves the right to terminate this Agreement if such engagement presents a conflict of interest.

13. REPRESENTATIONS AND WARRANTIES

13.1 Mutual Representations

Each Party represents and warrants to the other that:

It is duly constituted and has full legal authority to enter into and perform this Agreement.

This Agreement constitutes a valid, binding, and enforceable obligation upon execution.

The execution and performance of this Agreement do not conflict with any law, regulation, or any other agreement to which it is a party.

13.2 Vendor's Specific Representations

The Vendor additionally represents and warrants that:

It possesses all necessary qualifications, expertise, licences, and registrations to lawfully provide the services contemplated herein.

All Deliverables shall be original, shall not infringe any third-party rights, and shall conform to the specifications agreed in the applicable SoW.

The Vendor shall not engage in any fraudulent, deceptive, or unethical practice in connection with this Agreement.

There are no pending or threatened legal proceedings that could materially affect the Vendor's ability to perform its obligations.

All information provided in connection with this Agreement, including Vendor details, registrations, and financial capacity, is accurate and complete.

14. INDEMNIFICATION

14.1 The Vendor shall indemnify, defend, and hold harmless Yugm AI, its proprietor, employees, affiliates, agents, and representatives (collectively, "Indemnified Parties") from and against any and all claims, losses, damages, liabilities, costs, penalties, fines, and expenses (including reasonable legal fees) arising out of or relating to:

Any breach of this Agreement or any SoW by the Vendor

Any breach of representations, warranties, or covenants made by the Vendor

Any infringement of third-party intellectual property rights by the Vendor's Deliverables

Any negligent, fraudulent, or wilful misconduct by the Vendor or its personnel

Any breach of applicable law, regulation, or statutory requirement by the Vendor

Any violation of the non-disparagement or confidentiality obligations under this Agreement

14.2 The Company shall promptly notify the Vendor of any claim for which indemnification is sought. The Vendor shall have the right to control the defence of such claim with counsel reasonably acceptable to the Company, provided the Company may participate in the defence at its own cost.

15. LIMITATION OF LIABILITY

15.1 In no event shall either Party be liable to the other for any indirect, incidental, special, consequential, or punitive damages arising out of or related to this Agreement, even if advised of the possibility of such damages.

15.2 The total aggregate liability of the Company to the Vendor for any claims arising under or in connection with this Agreement shall be limited to the total amounts actually paid by the Company to the Vendor under the applicable SoW giving rise to the claim during the twelve (12) months immediately preceding the date the claim arose.

15.3 The limitation of liability shall not apply to: (a) a Party's indemnification obligations under Section 14; (b) breach of confidentiality obligations; (c) breach of non-disparagement obligations; or (d) wilful misconduct or gross negligence.

16. FORCE MAJEURE

16.1 Neither Party shall be in breach of this Agreement or liable for any failure or delay in performance of any of its obligations under this Agreement if such failure or delay results directly from a Force Majeure Event.

16.2 The Party seeking to rely on a Force Majeure Event must notify the other Party in writing as soon as reasonably practicable, describing the Force Majeure Event and its expected duration, and must use all reasonable endeavours to mitigate the effects of the Force Majeure Event.

16.3 If a Force Majeure Event continues for more than thirty (30) consecutive days, either Party may terminate the affected SoW or this Agreement upon ten (10) days' written notice, without liability, except for payment of amounts due for services rendered prior to the event.

16.4 For the avoidance of doubt, economic downturns, financial difficulties of the Vendor, or changes in market conditions shall not constitute Force Majeure Events.

17. TERMINATION

17.1 Termination for Convenience

Either Party may terminate this Agreement or any SoW by providing thirty (30) days' written notice to the other Party. During the notice period, the Vendor shall continue to perform its obligations and the Company shall pay for services rendered up to the Termination Date.

17.2 Termination for Cause

Either Party may terminate this Agreement or any SoW immediately upon written notice if the other Party:

Commits a material breach of this Agreement and fails to cure such breach within fifteen (15) business days of receiving written notice specifying the breach;

Becomes insolvent, makes an assignment for the benefit of creditors, or is subject to bankruptcy, liquidation, or similar proceedings;

Engages in fraud, wilful misconduct, or gross negligence;

Violates the non-disparagement obligations under Section 11;

Breaches the confidentiality obligations under Section 10.

17.3 Consequences of Termination

Upon termination of this Agreement or any SoW:

The Vendor shall immediately deliver all work-in-progress, Deliverables, Company data, and Confidential Information to the Company.

The Company shall pay for all Deliverables accepted and services rendered up to the Termination Date.

All accrued rights and obligations shall survive termination, including without limitation Sections 9, 10, 11, 12, 13, 14, 15, and 18.

The Vendor shall cooperate fully in transitioning ongoing work to the Company or a third party designated by the Company.

18. DISPUTE RESOLUTION

18.1 Mandatory Good Faith Negotiation

In the event of any dispute, controversy, or claim arising out of or relating to this Agreement (including its validity, breach, or termination), the Parties shall first attempt to resolve the matter amicably through good faith negotiations. Either Party may initiate this process by serving a written notice identifying the dispute ("Dispute Notice") on the other Party.

18.2 Senior Management Escalation

If the dispute is not resolved through good faith negotiations within fifteen (15) business days from the date of the Dispute Notice, either Party may escalate the matter to senior management (or the proprietor/director level) of both Parties, who shall attempt to resolve the matter within a further fifteen (15) business days.

18.3 Arbitration

If the dispute is not resolved through the mechanisms above, it shall be referred to and finally resolved by binding arbitration in accordance with the Arbitration and Conciliation Act, 1996 (as amended). The arbitration shall be:

Conducted by a sole arbitrator mutually agreed upon by both Parties; in the absence of agreement within ten (10) days, the arbitrator shall be appointed as per the provisions of the Act;

Conducted in English and held in New Delhi, India;

Concluded within ninety (90) days from the date of appointment of the arbitrator, unless extended by mutual consent.

The arbitral award shall be final and binding on both Parties. Each Party shall bear its own costs unless the arbitrator awards otherwise.

18.4 Exclusion of Social Media and Public Forums

Notwithstanding any other provision of this Agreement, the Vendor expressly agrees that no dispute, grievance, or claim shall be raised, publicised, or communicated through social media, online forums, review platforms, press, or any other public medium. Such action shall constitute a material breach of this Agreement and shall entitle the Company to the remedies set forth in Section 11.4 in addition to any other remedies available at law.

18.5 Governing Law and Jurisdiction

This Agreement and all disputes arising hereunder shall be governed by and construed in accordance with the laws of India. Subject to the arbitration clause, the courts at New Delhi, Delhi shall have exclusive jurisdiction over any matter arising under this Agreement.

19. GENERAL PROVISIONS

19.1 Entire Agreement

This Agreement, together with all Schedules, Annexures, and executed Statements of Work, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, and understandings, whether oral or written.

19.2 Amendments

No modification, amendment, or waiver of any provision of this Agreement shall be valid unless made in writing and duly signed by authorised representatives of both Parties.

19.3 Waiver

The failure or delay of either Party to enforce any right, remedy, or obligation under this Agreement shall not constitute a waiver of such right, remedy, or obligation. A waiver on one occasion shall not constitute a waiver on any other occasion.

19.4 Severability

If any provision of this Agreement is found to be illegal, invalid, or unenforceable under applicable law, such provision shall be deemed modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

19.5 Notices

All notices under this Agreement shall be in writing and delivered by (a) email with read receipt, (b) registered post, or (c) courier to the addresses specified in Section 1 of this Agreement. Notices shall be deemed received (a) on the date of email delivery confirmation, (b) within five (5) business days of posting, or (c) upon delivery by courier.

19.6 Assignment

The Vendor may not assign, transfer, delegate, or sub-contract any of its rights or obligations under this Agreement to any third party without the prior written consent of the Company. The Company may assign this Agreement to any affiliate or successor entity without restriction.

19.7 Independent Contractors

The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or franchise relationship. Neither Party shall have authority to bind the other or incur obligations on behalf of the other.

19.8 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, and together shall constitute one binding agreement. Electronic signatures shall be deemed valid and binding.

19.9 Survival

The following provisions shall survive any termination or expiration of this Agreement: Sections 9 (Intellectual Property), 10 (Confidentiality), 11 (Non-Disparagement), 12 (Non-Solicitation), 13 (Representations and Warranties), 14 (Indemnification), 15 (Limitation of Liability), 18 (Dispute Resolution), and this Section 19.9.