Terms & Conditions

1. Acceptance of Terms

By engaging Unicrats for any service — whether through a signed proposal, a project agreement, a purchase order, or written authorisation by email — you confirm that you have read, understood, and agree to be bound by these Terms and any applicable project-specific Statement of Work (SOW). If you do not agree, you must not engage our services.

These Terms apply to all services provided by Unicrats including, but not limited to, web development, mobile app development, cloud services, managed IT services, digital marketing, and IT consulting. Specific project terms in a signed SOW take precedence over these general Terms in the event of a conflict.

2. Services

Unicrats provides technology services including web design and development, mobile application development, cloud infrastructure consulting and management, managed IT services, DevOps consulting, digital marketing, and related IT professional services.

The specific scope, deliverables, timelines, and fees for each engagement are defined in a project proposal or Statement of Work agreed in writing between both parties. Any services requested outside the agreed scope constitute additional work and will be quoted and authorised separately before work begins.

Unicrats reserves the right to subcontract elements of project delivery to qualified partners while retaining full responsibility for the quality and delivery of the agreed scope.

3. Client Responsibilities

Successful project delivery depends on active client participation. You agree to:

• Provide accurate information: Supply complete, accurate, and timely information, materials, credentials, and content required for the project. Delays caused by late or incomplete client inputs may extend delivery timelines without constituting a breach by Unicrats.
• Timely feedback: Review and respond to deliverables, designs, and queries within the timeframes specified in the project plan. Standard review periods are 5 business days unless otherwise agreed. Extended delays may result in revised delivery timelines and, if material, additional fees.
• Test environment access: Provide necessary access to systems, staging environments, third-party platforms, and APIs required to complete the agreed scope. Restricted access that prevents work from proceeding will be treated as a client-caused delay.
• Designated contact: Appoint a single primary contact person with authority to make decisions and approve deliverables on your behalf throughout the project.
• Legal compliance: Ensure that all content, materials, and information you provide to Unicrats do not infringe any third-party intellectual property rights and comply with applicable laws.

4. Payment Terms

• Invoicing: Unicrats issues invoices in accordance with the payment milestones defined in the project agreement. For ongoing managed services, invoices are issued monthly in advance.
• Payment due date: All invoices are due within 15 days of the invoice date unless a different term is specified in writing in the project agreement.
• Late payment: Invoices not paid by the due date will accrue interest at 1.5% per month (18% per annum) on the outstanding balance from the due date until the date of payment.
• Project suspension: If an invoice remains unpaid for more than 30 days after the due date, Unicrats reserves the right to suspend all project work, managed services, hosting, and access provisioned by Unicrats until the outstanding balance is settled in full. Unicrats will not be liable for any losses or delays arising from a suspension caused by non-payment.
• Currency: Unless otherwise specified, all fees are quoted and payable in Indian Rupees (INR). International clients may pay in USD, GBP, or AED as agreed; the exchange rate applicable on the invoice date applies.
• Expenses: Out-of-pocket expenses (third-party software licences, cloud hosting costs, stock assets, travel) incurred on your behalf will be invoiced at cost with appropriate documentation unless a fixed inclusive fee is agreed upfront.

5. Intellectual Property

• Client ownership: Upon receipt of full payment for a project, all custom work product created by Unicrats specifically for that project — including source code, designs, content, and documentation — is assigned to and becomes the sole property of the Client.
• Portfolio rights: Unicrats retains the right to display the completed project in our portfolio, case studies, and marketing materials, subject to the Client's prior written permission. If a project is confidential, the Client may withhold this permission and we will respect that request.
• Third-party components: The work product may incorporate open-source libraries, frameworks, fonts, or stock assets that carry their own licences (MIT, Apache, GPL, Creative Commons, etc.). These components remain under their original licences. Unicrats will document all third-party components used and ensure their licences are compatible with commercial use by the Client.
• Pre-existing IP: Any tools, frameworks, methodologies, or reusable components developed by Unicrats prior to or independent of the Client engagement remain the property of Unicrats. Where these are incorporated into your project, you receive a perpetual, royalty-free licence to use them as part of the delivered work product.

6. Confidentiality

Both parties acknowledge that they may disclose confidential information to each other in connection with the project. "Confidential Information" includes business plans, technical specifications, pricing, customer data, source code, and any other information marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.

• Each party agrees to protect the other's Confidential Information with at least the same degree of care used to protect its own confidential information, and no less than reasonable care.
• Confidential Information shall not be disclosed to third parties without the disclosing party's prior written consent, except to employees or contractors who need to know it for the project and are bound by equivalent confidentiality obligations.
• These confidentiality obligations survive the termination of the engagement for a period of 3 years.
• Unicrats will sign a separate mutual NDA if requested before the first meeting or disclosure of sensitive information.

7. Warranties and Disclaimers

Unicrats warrants that:

• All work delivered is original, created by Unicrats or properly licensed third-party components, and does not knowingly infringe any third-party intellectual property rights.
• Deliverables will materially conform to the specifications agreed in the project SOW.
• We will perform services with reasonable professional skill and care.

Disclaimers:

• Unicrats does not warrant fitness for a particular purpose beyond the agreed written specification. Changes to your business requirements after scope agreement are not covered by this warranty.
• Unicrats makes no guarantees regarding search engine rankings, advertising performance, app store rankings, conversion rates, or other outcomes dependent on third-party platforms and market conditions. SEO and marketing deliverables are best-effort services; results vary based on market competition, algorithm changes, and factors outside our control.
• Third-party services, APIs, platforms, and cloud providers are subject to their own terms and availability. Unicrats is not responsible for outages, policy changes, or pricing changes by third-party providers.

8. Limitation of Liability

To the fullest extent permitted by applicable law:

• Unicrats' maximum aggregate liability to you for any claims arising out of or related to these Terms or any project — whether in contract, tort (including negligence), or otherwise — shall be limited to the total fees paid by you to Unicrats in the 3 months immediately preceding the event giving rise to the claim.
• Unicrats shall not be liable for any indirect, incidental, special, consequential, or punitive damages — including loss of profit, loss of data, loss of business, or reputational damage — even if advised of the possibility of such damages.
• These limitations apply to the aggregate of all claims and do not accumulate per claim or incident.

9. Termination

• Termination for convenience: Either party may terminate the engagement by providing 30 days' written notice to the other party.
• Payment on termination: On termination, the Client shall pay Unicrats for all work completed up to the termination date, including any non-cancellable third-party costs incurred on the Client's behalf. Unicrats will provide a final invoice within 14 days of the termination date.
• Termination for cause: Either party may terminate immediately if the other party materially breaches these Terms and fails to remedy the breach within 14 days of written notice. Material breach includes non-payment beyond 30 days and sustained failure to perform contractual obligations.
• Handover: On termination, Unicrats will provide all completed work product, source files, and documentation to which the Client is entitled (subject to settlement of outstanding invoices) within 14 days of the termination date.
• Survival: Clauses relating to intellectual property, confidentiality, payment, limitation of liability, and governing law survive termination.

10. Governing Law

These Terms and all disputes arising from or related to them or any project engagement shall be governed by and construed in accordance with the laws of the Republic of India.

The courts of Mumbai, Maharashtra, India shall have exclusive jurisdiction over any disputes that cannot be resolved amicably. Both parties agree to first attempt to resolve disputes through good-faith negotiation before initiating formal proceedings.

If you have any questions about these Terms, please contact us at info@unicrats.com.