SYSTEM DEVELOPMENT, DEPLOYMENT & MANAGEMENT AGREEMENT
Last updated:
April 10, 2026
This Agreement (“Agreement”) is entered into between:
Incomars (“Service Provider”, “We”, “Us”)andClient / Business Owner (“Client”, “You”)
Effective from the date of acceptance of services.
1. Scope of Services
Incomars shall design, develop, configure, and deploy a customized digital business system (“System”), which may include but is not limited to:
Website and/or web application development
Mobile-responsive interfaces and/or mobile application integration
E-commerce, service booking, or subscription systems
Learning management or content delivery systems
Payment processing and third-party integrations
Lead generation, marketing, and automation systems
Backend infrastructure, databases, and administrative dashboards
The System is engineered as a conversion-focused, revenue-enablement platform tailored to the Client’s business model.
2. Nature of Engagement
This engagement constitutes a managed system provisioning, deployment, and optimization service, and does not represent a transfer of raw software ownership or unrestricted access to underlying infrastructure.
Incomars retains full discretion over:
Technology stack, frameworks, and architecture
Hosting environments and infrastructure providers
System logic, workflows, and deployment methodology
3. Ownership & Usage Rights
3.1 Business Ownership
The Client retains ownership over:
Business operations and brand identity
Customer and user data
Content, products, or services uploaded to the System
3.2 System Management & Technical Control
The System shall be:
Provided to the Client under business usage rights
Technically managed, maintained, and controlled by Incomars
Incomars retains administrative and technical authority necessary for:
System performance optimization
Security enforcement
Infrastructure management
Feature updates and system modifications
4. Branding Attribution Clause
The System may include a standard attribution such as:
“Developed / Designed / Powered by Incomars”
This attribution serves as a professional benchmark and portfolio reference.
Removal or modification of attribution is not standard and may only be executed:
Upon formal written request
Subject to a brand detachment fee (minimum USD $100,000 or equivalent INR value)
5. Branding Assets (Managed Provisioning Model)
Branding assets, including but not limited to logos, color systems, typography, and visual identity elements, may be provisioned and managed by Incomars to ensure:
Design uniformity
Conversion optimization
Efficient deployment timelines
Such assets shall initially remain under managed usage rights.
Transfer of full proprietary ownership may be facilitated upon:
Demonstrated business maturity
Formal request
Mutually agreed commercial terms
6. Payment Terms
6.1 Advance Payment Requirement
All services are initiated strictly on a prepaid basis.
A minimum advance payment (partial or full) is required prior to:
Development
System configuration
Deployment
6.2 Payment Structure
Payments shall be structured as:
Full upfront (preferred), or
Milestone-based (as agreed)
Failure to comply may result in:
Service suspension
Delivery delays
Restricted system access
6.3 Non-Refundability
All payments are strictly non-refundable, including:
Advance payments
Partial payments
Work completed or in progress
6.4 Third-Party Costs
All third-party expenses (hosting, payment gateways, APIs, tools) shall be borne by the Client unless explicitly included.
6.5 Taxes & Currency
All applicable taxes, levies, and currency charges are payable by the Client.
6.6 Suspension Rights
Incomars reserves the right to suspend or terminate services in case of:
Non-payment
Delayed payments
Financial breach
6.7 No Chargebacks
The Client agrees not to initiate payment reversals or chargebacks.All disputes must be resolved directly with Incomars.
7. Limitation of Liability
Incomars shall not be liable for:
Business performance, revenue outcomes, or profitability
Indirect, incidental, or consequential damages
Third-party service disruptions
Data loss due to external breaches or user negligence
All services are provided on a commercially reasonable, best-effort basis.
8. Compliance & Legal Responsibility
The Client is solely responsible for:
Content legality and compliance
Regulatory adherence
User data usage and communication practices
Incomars shall not be liable for:
Illegal, fraudulent, or unauthorized activities
Intellectual property violations
Platform misuse
The Client agrees to indemnify and hold Incomars harmless from all legal claims or liabilities.
9. Security & System Integrity
Incomars reserves the right to:
Implement security protocols
Restrict access in case of risk or abuse
Modify systems to maintain integrity
10. Modifications & Enhancements
Any additional features or changes beyond the agreed scope:
Will be evaluated separately
May incur additional charges
Incomars reserves the right to accept or decline such requests.
11. Support & Maintenance
Support and maintenance may be:
Included under separate agreement, or
Provided under optional recurring fees
Without active support, service continuity and updates are not guaranteed.
12. Termination
Incomars may suspend or terminate services in case of:
Agreement breach
Non-payment
Illegal or harmful usage
Upon termination:
Access may be revoked
System continuity is not guaranteed
13. Intellectual Property
All underlying:
Codebase
Architecture
Frameworks
System methodologies
remain the exclusive intellectual property of Incomars unless explicitly transferred.
14. Confidentiality
Both parties agree to maintain strict confidentiality of:
Business data
Technical systems
Financial information
This obligation survives termination.
15. Force Majeure
Incomars shall not be liable for delays due to events beyond reasonable control, including:
Natural disasters
Government restrictions
Infrastructure or internet failures
16. Governing Law
This Agreement shall be governed by applicable laws of jurisdiction.