AlignHub Professional Services Agreement
Last Updated: July 21, 2026
Effective Date: July 21, 2026
Effective Date: July 21, 2026
This Professional Services Agreement (“Agreement”) governs professional services provided by SpreadMe Digital Pvt. Ltd., the owner and operator of AlignHub, to the customer identified in an applicable Statement of Work (“Customer”).
This Agreement and each accepted Statement of Work form the complete terms governing the professional services. The AlignHub Terms of Service continue to govern use of the platform.
1. Agreement Framework
We will provide the services described in a Statement of Work accepted by authorized representatives of both parties. Each Statement of Work will identify the scope, deliverables, schedule, fees, assumptions, dependencies, acceptance criteria, and any project-specific terms.
If a Statement of Work conflicts with this Agreement, this Agreement controls unless the Statement of Work expressly identifies the specific provision it overrides.
2. Definitions
- "Change Request" means a written change to scope, deliverables, assumptions, schedule, resources, or fees.
- "Customer Data" means data, files, records, and other information supplied by or on behalf of the Customer.
- "Customer Materials" means Customer Data, trademarks, brand assets, content, instructions, and other materials supplied by the Customer.
- "Deliverables" means the specific work products identified as deliverables in a Statement of Work.
- "Services" means the professional services described in a Statement of Work, which may include onboarding, Workspace setup, module configuration, white-label implementation, custom-domain setup, approved customization, data migration, training, consulting, and implementation support.
- "Statement of Work" or "SOW" means a written document describing the Services for a project.
3. Scope and Performance of Services
We will perform the Services using personnel with skills reasonably appropriate to the work. Services may include:
- Onboarding Customer administrators and users;
- Configuring workspaces, permissions, notifications, workflows, reports, and supported modules;
- Configuring credential, task, leave, payroll-administration, asset, collaboration, and white-label functions;
- Setting up approved branding, themes, and custom domains;
- Migrating agreed Customer Data from identified sources and formats;
- Providing administrator or user training;
- Providing implementation, consulting, and launch support; and
- Preparing agreed Documentation, configuration records, or other Deliverables.
Work not expressly included in an SOW is outside scope and requires a Change Request or new SOW.
4. Customer Responsibilities
The Customer will provide timely access, information, decisions, approvals, personnel, systems, test environments, credentials, and other cooperation reasonably required to perform the Services.
The Customer is responsible for:
- Appointing an authorized project contact and decision-maker;
- Providing accurate, complete, and lawful Customer Materials;
- Maintaining backups of source data before migration or configuration work;
- Obtaining rights, notices, consents, and permissions required for Customer Data and Customer Materials;
- Reviewing configurations, migrated data, calculations, outputs, and Deliverables before production use;
- Managing internal change, user training, and business-process decisions;
- Securing Customer systems, devices, networks, accounts, and third-party services; and
- Complying with laws applicable to its workforce, payroll, tax, employment, records, and business operations.
Project dates may be adjusted where the Customer delays access, information, approvals, testing, or other required cooperation. Additional work caused by delay may be charged under the SOW or a Change Request.
5. Statements of Work and Change Requests
5.1 SOW content
Each SOW should identify the parties, Services, Deliverables, assumptions, exclusions, responsibilities, timeline, fees, payment schedule, acceptance criteria, and authorized project contacts.
5.2 Changes
Either party may request a change. We will assess the likely impact on scope, resources, schedule, technical feasibility, and fees. We are not required to begin changed or additional work until both parties approve the Change Request in writing. Email approval by authorized project contacts is sufficient unless the SOW requires signature.
6. Fees, Invoicing, and Taxes
6.1 Fees
The Customer will pay the fees stated in the applicable SOW. Unless stated otherwise, invoices are due within 30 days after the invoice date.
6.2 Payment disputes
The Customer must notify us in writing of a good-faith invoice dispute before the due date and pay all undisputed amounts on time. The parties will work promptly to resolve the disputed amount.
6.3 Expenses
The Customer will reimburse reasonable travel or other project expenses only where the expenses are included in the SOW or approved in writing in advance.
6.4 Taxes
Fees exclude GST and other applicable taxes, duties, and government charges. The Customer is responsible for taxes associated with the Services, except taxes based on our net income.
6.5 Suspension for non-payment
We may suspend affected Services for overdue undisputed amounts after reasonable written notice. Suspension does not relieve the Customer of payment obligations.
7. Service Delivery
7.1 Delivery method
Services will be delivered remotely unless the SOW expressly provides for on-site work.
7.2 Schedule
We will use reasonable efforts to meet the schedule in the SOW. Dates depend on timely Customer cooperation and may be adjusted for approved changes, Customer delays, third-party dependencies, security requirements, or events beyond our reasonable control.
7.3 Data migration
Migration is limited to the sources, fields, formats, mappings, volume, and validation steps stated in the SOW. Differences between systems may prevent certain formatting, relationships, histories, files, or metadata from being migrated.
The Customer must maintain source backups and review and validate migrated data before production use. Unless expressly stated, migration does not include data cleansing, legal-record verification, reconciliation, or correction of source-system errors.
7.4 White-label implementation
White-label work is limited to approved branding, domains, themes, configuration, and other elements stated in the SOW. White-label implementation does not transfer ownership of the AlignHub platform, source code, underlying architecture, methods, or reusable components.
8. Acceptance
The Customer will review each Deliverable within five business days after delivery, or within another period stated in the SOW. A Deliverable is accepted when the Customer confirms acceptance, uses it in production, or does not provide a written rejection within the review period.
A rejection must identify a material failure to meet the applicable written acceptance criteria. We will use reasonable efforts to correct a valid deficiency and resubmit the Deliverable. Issues caused by Customer Materials, changed requirements, third-party systems, or matters outside the acceptance criteria require a Change Request.
9. Personnel and Subcontractors
We may use employees, contractors, affiliates, or approved service providers to perform portions of the Services and remain responsible for their performance under this Agreement.
Neither party will knowingly solicit for employment personnel of the other party who are materially involved in the project during the SOW and for six months afterward, except through general recruitment not targeted at those personnel. This restriction applies only to the extent enforceable under applicable law.
10. Confidentiality
“Confidential Information” means non-public business, technical, financial, security, product, customer, and project information disclosed by one party to the other that is identified as confidential or reasonably should be understood to be confidential.
The receiving party will use Confidential Information only to perform or receive the Services, protect it using reasonable care, and disclose it only to personnel and service providers who need it and are bound by confidentiality obligations.
Confidentiality obligations do not apply to information that is publicly available without breach, already lawfully known, independently developed, or lawfully received from a third party. A party may disclose information where required by law, after giving notice where legally permitted.
11. Data Protection and Security
Each party will comply with privacy and data-protection laws applicable to its role. Where we process Customer Personal Data on behalf of the Customer, the AlignHub Data Processing Agreement applies.
We will use reasonable security measures appropriate to the Services. AlignHub includes end-to-end encryption for supported data and communications, together with controls that may include encryption in transit and at rest, role-based access, logging, backups, secure development practices, and incident response.
The Customer must not provide production credentials or sensitive data through insecure channels. Where access to a Customer system is required, the parties will use an agreed secure method and the Customer should provide the minimum access necessary.
12. Intellectual Property
12.1 AlignHub materials
SpreadMe Digital Pvt. Ltd. retains all rights in AlignHub, pre-existing materials, software, source code, interfaces, templates, implementation methods, tools, configuration techniques, Documentation, training materials, reusable components, and improvements.
12.2 Customer materials
The Customer retains all rights in Customer Materials and grants us a limited right to use them only as necessary to perform the Services.
12.3 Deliverables
After payment of all applicable fees, the Customer may use Deliverables for its internal business operations with AlignHub and for any additional purpose expressly stated in the SOW.
We retain ownership of underlying software, methods, templates, know-how, reusable components, general skills, and materials that are not created exclusively for the Customer. To the extent such materials are embedded in a Deliverable, we grant the Customer a limited license to use them as part of the Deliverable for the permitted purpose.
12.4 Third-party and open-source materials
Deliverables may include third-party or open-source components subject to their own license terms. We will identify material third-party restrictions where reasonably applicable.
12.5 Feedback
We may use suggestions and feedback to improve products and services, provided that we do not disclose Customer Confidential Information or publicly identify the Customer without permission.
13. Warranties
We warrant that professional services will be performed using reasonable skill and care in a professional manner.
The Customer must report a material breach of this warranty within 15 days after completion of the affected Service. Our obligation for a valid claim will be, at our option, to reperform the affected Service or refund the fees paid for that affected Service.
Except for the express warranty above and any warranty stated in an SOW, Services and Deliverables are provided without additional warranties to the maximum extent permitted by law. We do not guarantee that every third-party system, source format, business process, or customization request will be compatible or technically feasible.
Payroll, tax, statutory-deduction, leave, asset, HR, and other operational configurations must be reviewed by the Customer and its qualified advisers. We do not provide legal, accounting, tax, employment, or financial advice.
14. Indemnification
14.1 Customer indemnity
The Customer will defend, indemnify, and hold us harmless from third-party claims arising from Customer Materials, unlawful instructions, Customer misuse of Deliverables or Services, or the Customer’s breach of its responsibilities under this Agreement.
14.2 Intellectual-property claim procedure
If a third party claims that a Deliverable created specifically by us under an SOW infringes its intellectual-property rights, we may, at our option, modify or replace the affected Deliverable, obtain the right for continued use, or terminate the affected portion and refund prepaid fees for the unusable portion.
This obligation does not apply to claims caused by Customer Materials, Customer instructions, unauthorized changes, combination with items not supplied by us, or use outside the agreed scope.
14.3 Procedure
The indemnified party must provide prompt notice, reasonable cooperation, and control of the defense to the indemnifying party. No settlement may impose liability, admission, or non-monetary obligation on the indemnified party without its written consent.
15. Limitation of Liability
To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, exemplary, punitive, or consequential losses, or for lost profits, revenue, opportunities, goodwill, anticipated savings, or data.
Each party’s total aggregate liability arising from a particular SOW will not exceed the fees paid or payable under that SOW during the 12 months preceding the event giving rise to the claim.
The limitations do not apply to fraud, willful misconduct, breach of confidentiality, infringement or misuse of the other party’s intellectual property, the Customer’s payment obligations, indemnification obligations to the extent stated in this Agreement, or liability that cannot legally be limited.
16. Term, Termination, and Suspension
16.1 Term
This Agreement begins when the first SOW is accepted and continues while any SOW remains active, unless terminated earlier under this section.
16.2 Termination for breach
Either party may terminate an affected SOW if the other party materially breaches it and fails to cure the breach within 15 days after written notice. A party may terminate immediately for fraud, unlawful conduct, insolvency, or a material security risk that cannot reasonably be cured.
16.3 Termination for convenience
A party may terminate for convenience only if the applicable SOW permits it. Unless the SOW states otherwise, the Customer remains responsible for work performed, non-cancelable commitments, approved expenses, and reasonable wind-down costs through the termination date.
16.4 Effect of termination
Upon termination, each party will return or delete the other party’s Confidential Information as reasonably requested, subject to legal retention and backup cycles. The Customer will pay all amounts due for Services performed and commitments incurred.
16.5 Survival
Payment, confidentiality, data protection, intellectual property, warranties, indemnification, liability, dispute resolution, and provisions intended by their nature to survive will continue.
17. Force Majeure
Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, government action, war, civil unrest, labor disputes, epidemics, power or internet failures, cyberattacks not caused by a party’s failure to use reasonable security, or third-party infrastructure outages.
The affected party will use reasonable efforts to reduce the impact and resume performance. This section does not excuse payment of amounts already due.
18. Publicity
We will not use the Customer’s name, logo, testimonial, or case study for public marketing without the Customer’s prior permission. The Customer may not publicly represent us as endorsing the Customer or guaranteeing legal compliance.
19. Governing Law and Dispute Resolution
This Agreement and each SOW are governed by the laws of India, without regard to conflict-of-law principles.
Before formal proceedings, the parties will attempt in good faith to resolve a dispute through written notice and discussions between authorized representatives for 30 days.
Unresolved disputes will be finally resolved by one arbitrator under the Arbitration and Conciliation Act, 1996, as amended. Proceedings will be in English, with the seat and venue in Gandhinagar, Gujarat, India. Either party may seek urgent interim or injunctive relief from a court of competent jurisdiction.
20. General Provisions
- Independent contractors: The parties are independent contractors and do not create an employment, agency, partnership, franchise, or joint venture relationship.
- Assignment: Neither party may assign this Agreement without the other party's written consent, except in connection with a merger, restructuring, or transfer of substantially all relevant business assets.
- Notices: Formal notices must be in writing and sent by email, recognized courier, or registered post to the contacts in the SOW or Section 21.
- Severability: If a provision is invalid or unenforceable, the remaining provisions remain effective and the invalid provision will be interpreted as closely as possible to its commercial purpose.
- Waiver: Failure to enforce a provision does not waive the right to enforce it later.
- Entire agreement: This Agreement and each SOW replace prior discussions concerning the same Services.
- Amendments: An amendment must be in writing and accepted by authorized representatives of both parties.
- Counterparts and electronic acceptance: This Agreement and SOWs may be accepted electronically and in counterparts.
21. Contact and Formal Notices
Service Provider:
SpreadMe Digital Pvt. Ltd.
Product:
AlignHub
Registered Office:
Capitol Icon, 604, GIFT City Road, Sargasan, Gandhinagar, Gujarat 382419, India
Email:
Telephone:
Website:
Appendix A - Recommended Statement of Work Fields
- Customer legal name, billing address, and authorized contacts;
- Project name and business objective;
- Detailed scope of Services and included AlignHub modules;
- White-label branding, custom-domain, and configuration requirements;
- Deliverables and acceptance criteria;
- Customer responsibilities, assumptions, prerequisites, and exclusions;
- Data-migration sources, formats, fields, volumes, and validation process;
- Project phases, milestones, target dates, and dependencies;
- Fees, payment schedule, taxes, approved expenses, and cancellation terms;
- Support or warranty period, if any;
- Security, access, and data-protection requirements; and
- Authorized project and notice contacts.