1. INTRODUCTION AND ACCEPTANCE

1.1 These Terms and Conditions ("Terms") govern the use of the website operated by UpCraft Solutions Private Limited, a company incorporated under the Companies Act, 2013 ("Company", "we", "us", "our"), and the provision of our professional software engineering, consulting and related services ("Services").

1.2 By (a) accessing or using our website at https://upcraft.in ("Website"), (b) signing any proposal, work order or statement of work ("SOW"), or (c) otherwise requesting or accepting our Services, you ("Client", "you", "your") acknowledge that you have read, understood and agree to be bound by these Terms.

1.3 No Services shall commence until:

• The Client has read and accepted these Terms in full;
• The applicable SOW has been duly signed by authorised representatives of both parties; and
• Any advance payment specified in the SOW has been received in cleared funds.

1.4 Each SOW, together with these Terms, forms a binding contract between the Company and the Client (collectively, the "Agreement"). In the event of any conflict between an SOW and these Terms, the SOW shall prevail solely with respect to that specific engagement.

2. SERVICES AND SCOPE OF WORK

2.1 Service Categories. The Company provides, among others, the following categories of Services:

(a) Performance, Speed and UX Audits:

• Website performance testing and optimisation recommendations.
• Speed test audits and Core Web Vitals assessments.
• User experience (UX) testing and analysis.
• Security and performance audits (performance audits are conducted only with prior Client approval and appropriate access).

(b) Custom Software Development:

• Full-stack web application design and development.
• Backend systems, APIs and microservices architecture.
• Database design, integration and migration.

(c) API Development and Integration:

• RESTful and GraphQL API design and implementation.
• Third-party API integration (payment gateways, communication services, SaaS platforms).

(d) Mobile Application Development:

• Native and cross-platform mobile applications (iOS, Android, React Native, Flutter).

(e) Web Development:

• Responsive website design and development.
• Content management systems and e-commerce platforms.
• Progressive web applications (PWAs).

(f) Fractional / Retainer Engineering:

• Ongoing technical support, architectural guidance and DevOps assistance.
• Dedicated engineering capacity on a monthly retainer basis.

2.2 Scope of Work. For each engagement, the parties shall execute an SOW that sets out:

• Detailed scope of Services, deliverables, assumptions and exclusions.
• Commercial model (fixed-fee, time & materials/hourly, or retainer-based).
• Project timelines, milestones and delivery schedule.
• Fees, payment terms and advance payment (if any).
• Acceptance criteria and warranty terms.
• Any engagement-specific terms or conditions.

2.3 Variation of Scope. Any change to the scope, timelines, deliverables or commercial terms specified in an SOW must be mutually agreed in writing through an amended SOW or a formal change order signed by authorised representatives of both parties. No email, verbal instruction or purchase order alone shall constitute a binding amendment.

3. COMMERCIAL MODELS AND RATE PROTECTION

3.1 Fixed-Fee Engagements. For fixed-fee projects, the total fee is agreed upfront based on a defined scope and set of assumptions. Any material change in scope, assumptions, timelines or deliverables shall require a new SOW or change order with revised fees and milestones.

3.2 Hourly / Time & Materials Engagements.

(a) Where an SOW expressly specifies that the engagement is on an hourly or time & materials ("T&M") basis:

• The applicable hourly rates, billing units (e.g., per hour, half-hour) and any minimum monthly or weekly commitments shall be as stated in the signed SOW.
• Time shall be logged and invoiced in accordance with the SOW (for example, weekly or monthly timesheets, rounded to the nearest specified unit).

(b) Non-Variation of Commercial Model: Once an SOW is executed on an hourly or T&M basis:

• The commercial pricing model (hourly/T&M) cannot be unilaterally changed to a fixed-fee, milestone-based or outcome-based model for that SOW without mutual written agreement.
• Any change from hourly/T&M to fixed-fee (or vice versa), or any material change to the applicable hourly rates, minimum commitments or billing methodology, must be documented through a new SOW or a separate written amendment signed by authorised signatories of both parties.

(c) For the avoidance of doubt, no email communication, messaging platform instruction, purchase order or vendor portal entry shall, by itself, vary the commercial model or rates; only a duly signed SOW or formal amendment may effect such change.

3.3 Retainer-Based Engagements. Where the SOW specifies a monthly or periodic retainer:

• The retainer fee, included hours (if applicable) and any overage rates shall be as stated in the SOW.
• Changes to retainer terms require a new or amended SOW signed by both parties.

4. FEES, INVOICING AND PAYMENT

4.1 Professional Fees. Fees shall be as specified in each SOW. All fees are exclusive of applicable taxes (including Goods and Services Tax ("GST") under the CGST/SGST/IGST Acts), levies and statutory deductions, which shall be borne by the Client and charged additionally as per applicable law.

4.2 Advance Payment (if applicable). Where an SOW specifies an advance or upfront payment, the Company shall have no obligation to commence work until such advance has been received in cleared funds and the SOW has been duly signed by both parties.

4.3 Invoicing Schedule.

(a) For fixed-fee projects, unless otherwise specified in the SOW, invoices may be raised:

• Upon signing (if an advance is agreed).
• On completion of agreed milestones or phases.
• On final delivery or acceptance.

(b) For hourly or T&M engagements, invoices shall typically be raised monthly in arrears (or at such intervals as specified in the SOW) based on actual time recorded and any approved expenses.

(c) For retainer engagements, invoices are usually raised monthly in advance or as otherwise specified in the SOW.

4.4 Payment Terms.

(a) Payment Due Date: Invoices shall be payable within the number of days specified in the applicable SOW from the date of the invoice ("Payment Due Date"). If no specific payment term is stated in the SOW, payment shall be due within thirty (30) days from invoice date.

(b) Payment Method: Payments shall be made by bank transfer (NEFT/RTGS/IMPS) or other mutually agreed method to the bank account details specified on the invoice.

(c) No Set-Off: All payments shall be made in full without any set-off, counterclaim or deduction, except for tax deducted at source ("TDS") where applicable under the Income Tax Act, 1961. Where TDS is deducted, the Client shall:

• Provide the Company with a valid TDS certificate (Form 16A) within the timelines prescribed by law.
• Ensure that the deduction is at the correct rate and duly deposited with the tax authorities.

4.5 Late Payment.

(a) The parties expressly agree that no automatic contractual interest or late-payment penalty is imposed under these Terms merely due to delayed payment beyond the Payment Due Date.

(b) However, persistent or material failure to pay undisputed invoices constitutes a serious breach of the Agreement. Without prejudice to any other rights or remedies, the Company may:

• Suspend performance of Services and withhold delivery of Deliverables until all outstanding undisputed amounts are paid in full.
• Extend project timelines by the period of delay caused by non-payment, without liability.
• Initiate legal proceedings, including but not limited to filing civil recovery suits under the Code of Civil Procedure, 1908, or other appropriate legal action under Indian law, to recover unpaid fees, costs of collection (including legal fees and expenses on an actual basis) and any other amounts due.

(c) Suspension of Services due to non-payment shall not be deemed a breach by the Company, and all timelines, milestones and delivery dates may be adjusted accordingly.

4.6 Expenses. Unless otherwise specified in the SOW:

• The Client shall reimburse the Company for reasonable, pre-approved out-of-pocket expenses incurred in connection with the Services (for example, third-party software licenses, hosting costs during development, travel expenses if required).
• Expenses shall be billed monthly with supporting documentation.

5. CLIENT RESPONSIBILITIES AND COOPERATION

5.1 The Client shall:

• (a) Provide timely and accurate information, specifications, requirements, access credentials, data, content and materials reasonably required for the Company to perform the Services.
• (b) Designate appropriate personnel with sufficient authority and expertise to make decisions, provide approvals and liaise with the Company.
• (c) Grant the Company reasonable and secure access to Client systems, environments, tools, repositories and infrastructure as necessary for the performance of the Services, subject to appropriate confidentiality and security undertakings.
• (d) Comply with all applicable laws, regulations and industry standards applicable to its business and the use of the Deliverables.
• (e) Respond to queries and provide feedback, approvals and sign-offs within the timelines specified in the SOW or, if not specified, within a reasonable time so as not to delay the Services.

5.2 The Client acknowledges and agrees that delays or failures attributable to the Client's failure to fulfill its responsibilities under this Section may result in extensions to project timelines and may entitle the Company to additional fees or relief from performance obligations affected by such delay.

5.3 The Client remains solely responsible for compliance with all applicable laws, regulations and industry standards applicable to its business, including but not limited to data protection, privacy, sectoral regulations and end-user terms of service.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 Client Materials. All information, data, content, trademarks, logos, designs, business processes and other materials supplied by the Client to the Company ("Client Materials") shall remain the exclusive property of the Client (or its licensors). The Client hereby grants the Company a non-exclusive, worldwide, royalty-free, limited licence to use the Client Materials solely for the purpose of performing the Services under the applicable SOW.

6.2 Company Pre-Existing IP. The Company retains all rights, title and interest in and to:

• Pre-existing methodologies, frameworks, processes, know-how, techniques, tools, libraries, templates and documentation developed by the Company independently and prior to, or outside the scope of, the engagement ("Company IP").
• Any generic components, utilities, scripts, code libraries or reusable software modules that are not specific to the Client's business or developed exclusively for the Client.

6.3 Deliverables and Work Product.

• (a) Subject to full payment of all fees due under the applicable SOW, the Company hereby assigns to the Client all rights, title and interest in and to the custom-developed work product, code, designs, documentation and other deliverables specifically created for the Client under the SOW ("Deliverables"), excluding any Company IP.
• (b) The Company retains ownership of all Company IP, and the Client is granted a non-exclusive, perpetual, irrevocable, worldwide licence to use the Company IP solely as incorporated in or necessary for the use of the Deliverables for the Client's internal business purposes.
• (c) The Client shall not sublicense, distribute, sell or otherwise commercially exploit the Company IP or any reusable components on a standalone basis.

6.4 Open-Source Software.

• (a) The Deliverables may include or incorporate open-source software components that are subject to third-party open-source licences (for example, MIT, Apache 2.0, GPL, LGPL). Such components remain subject to their respective licence terms.
• (b) The Company shall, upon request, provide the Client with a list of material open-source components included in the Deliverables and their applicable licences.
• (c) The Client shall comply with all applicable open-source licence terms. The Company shall not be liable for any violation of open-source licence terms arising from the Client's misuse or redistribution of the Deliverables in a manner inconsistent with such licences.

6.5 Portfolio and Marketing Rights. Unless expressly restricted in the SOW or by separate written agreement:

• The Company may reference the Client's name, logo and a high-level description of the nature of the engagement (without disclosing Confidential Information) in proposals, credentials, presentations and marketing materials.
• Any detailed case study, screenshot or reproduction of Client-specific Deliverables shall be subject to the Client's prior written approval.

7. CONFIDENTIALITY

7.1 Confidential Information. Each party ("Receiving Party") undertakes to:

• Keep confidential and not disclose to any third party any non-public, confidential or proprietary information of the other party ("Disclosing Party"), including but not limited to business strategies, financial information, technical information, source code, algorithms, customer lists, pricing, trade secrets and proprietary processes ("Confidential Information").
• Use Confidential Information solely for the purposes of performing or receiving the Services under the Agreement.

7.2 Permitted Disclosures. The Receiving Party may disclose Confidential Information:

• To its employees, contractors, agents and professional advisors who have a legitimate need to know and who are bound by confidentiality obligations no less protective than those set forth in these Terms.
• As required by applicable law, regulation, court order or regulatory authority, provided that (where legally permissible) the Receiving Party provides the Disclosing Party with prior written notice of such requirement and cooperates reasonably in any effort by the Disclosing Party to seek a protective order or confidential treatment.

7.3 Exceptions. Confidential Information does not include information that:

• Is or becomes publicly available through no breach of this Agreement by the Receiving Party.
• Was rightfully known to the Receiving Party prior to disclosure by the Disclosing Party, as evidenced by the Receiving Party's written records.
• Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
• Is rightfully received by the Receiving Party from a third party without breach of any confidentiality obligation.

7.4 Survival. The obligations of confidentiality under this Section shall survive for a period of three (3) years from the date of termination or expiry of the Agreement, except that obligations with respect to trade secrets shall continue for so long as such information remains a trade secret under applicable law.

8. DATA PROTECTION, PRIVACY AND SECURITY

8.1 Applicable Laws. Both parties shall comply with all applicable data protection and privacy laws of India, including but not limited to the Information Technology Act, 2000, the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, and any successor legislation (including the Digital Personal Data Protection Act, 2023, when notified and in force), as well as any contractually applicable foreign data protection laws.

8.2 Roles and Responsibilities.

• (a) For personal data that the Company collects and controls for its own business purposes (for example, Client contact details, billing information), the Company acts as a data controller (or data fiduciary) and processes such data in accordance with its Privacy Policy.
• (b) Where the Company processes personal data on behalf of the Client in the course of providing Services (for example, limited access to production logs, user data, test data), the Company acts as a data processor (or data processor, as applicable) and the Client remains the data controller (or data fiduciary). Such processing shall be governed by the applicable SOW and, if required, a separate data processing agreement ("DPA") executed between the parties.

8.3 Security Measures. The Company shall implement and maintain reasonable and appropriate technical and organisational security measures designed to protect Client data and Confidential Information from unauthorised access, disclosure, alteration, destruction or loss, having regard to:

• The nature and sensitivity of the data.
• The current state of technology and cost of implementation.
• The risks presented by the processing.

Such measures may include (as appropriate):

• Access controls and authentication (least-privilege and role-based access).
• Encryption of data in transit and at rest (where technically feasible and appropriate).
• Secure software development practices and code reviews.
• Network security measures (firewalls, intrusion detection, etc.).
• Regular security assessments and updates.

8.4 Security Incident Notification. In the event of a confirmed security incident or personal data breach that affects Client data or Confidential Information, the Company shall:

• Notify the Client without undue delay and, where feasible, within seventy-two (72) hours of becoming aware of the incident.
• Provide reasonable details of the nature of the incident, affected data and mitigation steps taken or planned.
• Cooperate with the Client in investigating the incident and complying with any legal or regulatory notification obligations.

8.5 The Client acknowledges and agrees that it is solely responsible for determining the lawfulness of any processing of personal data under applicable data protection laws and for obtaining any necessary consents, providing notices and fulfilling any other obligations as data controller or data fiduciary.

9. WARRANTIES AND DISCLAIMERS

9.1 Company Warranties. The Company represents and warrants that:

• (a) It has the legal right, power and authority to enter into the Agreement and to perform the Services.
• (b) The Services will be performed in a professional and workmanlike manner, consistent with industry standards.
• (c) To the best of the Company's knowledge, the Deliverables will not infringe any third-party intellectual property rights, provided that such warranty does not apply to Client Materials, third-party software, open-source components or modifications made by the Client or third parties.
• (d) The Company shall comply with all applicable laws and regulations in the performance of the Services.

9.2 Disclaimer of Other Warranties.

EXCEPT AS EXPRESSLY SET OUT IN SECTION 9.1, THE SERVICES, DELIVERABLES, WEBSITE AND ALL CONTENT, MATERIALS AND INFORMATION PROVIDED BY THE COMPANY ARE PROVIDED "AS IS" AND "AS AVAILABLE", AND THE COMPANY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO:

• (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT.
• (b) ANY WARRANTY THAT THE SERVICES OR DELIVERABLES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.
• (c) ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

10. LIMITATION OF LIABILITY

10.1 Aggregate Liability Cap.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF THE COMPANY (INCLUDING ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS AND AGENTS) ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, THE SERVICES, THE DELIVERABLES OR THE USE OF THE WEBSITE, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE CLIENT TO THE COMPANY UNDER THE APPLICABLE SOW DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.2 Exclusion of Consequential and Indirect Damages.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY:

• (a) LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITIES OR GOODWILL;
• (b) LOSS OF DATA OR CORRUPTION OF DATA;
• (c) COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;
• (d) BUSINESS INTERRUPTION OR DOWNTIME;
• (e) INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOSSES,

EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, AND REGARDLESS OF WHETHER THE CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE OR ANY OTHER LEGAL THEORY.

10.3 Exceptions. Nothing in these Terms shall exclude or limit the Company's liability for:

• Death or personal injury caused by the Company's negligence.
• Fraud or fraudulent misrepresentation.
• Gross negligence or willful misconduct.
• Any other liability that cannot be excluded or limited under applicable Indian law.

10.4 The limitations and exclusions in this Section 10 shall apply to the fullest extent permitted by law and shall survive termination or expiry of the Agreement.

11. INDEMNIFICATION

11.1 By the Company (IP Indemnity).

The Company shall indemnify, defend and hold harmless the Client from and against any third-party claims, demands, actions, losses, damages, costs and expenses (including reasonable legal fees) ("Claims") arising out of or relating to an allegation that the Deliverables (excluding Client Materials, third-party software and open-source components) infringe any third-party intellectual property rights, provided that:

• (a) The Client promptly notifies the Company in writing of the Claim;
• (b) The Company has sole control of the defense and settlement of the Claim; and
• (c) The Client provides reasonable cooperation and assistance in the defense.

The Company's obligations under this Section shall not apply to any Claim arising from:

• Use of the Deliverables in combination with any product, software, data or process not supplied or approved by the Company.
• Modifications to the Deliverables made by or on behalf of the Client (other than by the Company).
• Content, data or Client Materials provided by the Client.

11.2 By the Client.

The Client shall indemnify, defend and hold harmless the Company, its directors, officers, employees, contractors and agents from and against any Claims arising out of or relating to:

• (a) The Client's breach of these Terms or any SOW;
• (b) The Client's use of the Deliverables in violation of applicable law or third-party rights;
• (c) Client Materials, including any allegation that Client Materials infringe third-party intellectual property rights;
• (d) Modifications to the Deliverables made by the Client or third parties acting on the Client's behalf (other than the Company).

11.3 Indemnification Procedure. The indemnified party shall:

• Promptly notify the indemnifying party in writing of any Claim subject to indemnification.
• Provide reasonable cooperation and assistance in the defense of the Claim.
• Not settle or compromise the Claim without the prior written consent of the indemnifying party.

12. CHANGE MANAGEMENT AND SCOPE CONTROL

12.1 Change Requests. Any request for a change to the scope, deliverables, assumptions, timelines, resources, commercial model or fees specified in an SOW must be submitted in writing (email is acceptable) by the requesting party.

12.2 Impact Assessment. Upon receipt of a change request, the Company shall:

• Assess the impact of the proposed change on scope, timeline, resources, fees and any other relevant factors.
• Provide a written impact assessment and, if applicable, a proposed change order or amended SOW setting out the revised terms, fees and timelines.

12.3 Approval and Implementation. The Company shall have no obligation to implement or proceed with any change unless and until:

• A change order or amended SOW documenting the change has been agreed and signed by authorised representatives of both parties; or
• In the case of minor changes that do not materially affect scope, timeline or fees, the Company may, at its sole discretion, accept the change request in writing (email is acceptable).

12.4 Client-Caused Delays. If the project is delayed due to the Client's failure to provide timely information, access, decisions, approvals or sign-offs, or due to changes requested by the Client:

• The Company shall be entitled to a reasonable extension of time for performance.
• The Company shall not be liable for any damages or penalties arising from such delays.
• The Company may be entitled to additional fees to cover extended resource commitments or rework, as mutually agreed.

13. ACCEPTANCE, WARRANTY AND SUPPORT

13.1 Acceptance Testing.

(a) Upon delivery of a Deliverable or milestone, the Client shall have a reasonable period ("Acceptance Period") to test and evaluate the Deliverable against the acceptance criteria specified in the applicable SOW. If the Deliverable materially fails to conform to the acceptance criteria, the Client shall provide the Company with a written notice of rejection detailing the specific defects or non-conformities within the Acceptance Period. If no such rejection notice is provided within the Acceptance Period, the Deliverable shall be deemed accepted.

(b) The Acceptance Period shall be as specified in the applicable SOW. If no Acceptance Period is specified in the SOW, the Acceptance Period shall be determined on a case-by-case basis as mutually agreed at the time of delivery.

13.2 Remedy of Defects. If the Client provides a valid written rejection in accordance with Section 13.1(a):

• The Company shall use commercially reasonable efforts to remedy the material defects or non-conformities and re-submit the Deliverable for acceptance.
• The above process shall repeat until acceptance or an agreed resolution is reached.
• If the Company is unable to remedy the defects after a reasonable number of attempts (typically two re-submissions), the parties shall meet to agree on an appropriate resolution, which may include acceptance with a credit, scope adjustment or, in exceptional cases, termination of the affected portion of the SOW.

13.3 Warranty Period and Support.

(a) Unless otherwise specified in the applicable SOW, the Company warrants that the Deliverables will substantially conform to the specifications and acceptance criteria in the SOW for a period of ninety (90) days from the date of acceptance ("Warranty Period"). During the Warranty Period, the Company shall, at no additional charge, correct any reproducible defects or errors reported by the Client in writing, provided that such defects or errors are not caused by:

• Misuse, abuse, unauthorised modification or negligence by the Client or third parties.
• Use of the Deliverables in an environment or manner not specified in the SOW or documentation.
• Third-party software, hardware or infrastructure issues.
• Force majeure events or circumstances beyond the Company's reasonable control.

(b) The remedy provided under this warranty shall be the Client's sole and exclusive remedy for any breach of warranty during the Warranty Period.

13.4 Post-Warranty Support and Maintenance.

(a) Upon expiry of the Warranty Period, the Client may engage the Company for ongoing support, maintenance, bug fixes, enhancements or retainer services pursuant to a separate SOW or support agreement.

(b) The fees, scope and terms of such post-warranty support and maintenance services shall be as specified in the applicable support agreement or SOW and are not included in the original development fees unless expressly stated otherwise in the original SOW.

14. TERM, SUSPENSION AND TERMINATION

14.1 Term. Each SOW shall commence on the date specified in the SOW (the "Effective Date") and shall continue until completion of the Services and delivery of the Deliverables as specified in the SOW, unless earlier terminated in accordance with this Section 14.

14.2 Termination for Convenience.

(a) Either party may terminate an SOW for convenience by providing the other party with thirty (30) days prior written notice.

(b) Upon termination for convenience, the Client shall pay the Company for:

• All Services performed and Deliverables delivered up to the effective date of termination.
• Any non-cancellable expenses or commitments incurred by the Company in good faith prior to receiving notice of termination.
• For fixed-fee projects, the Client shall pay a pro-rata portion of the total fee based on the percentage of work completed and milestones achieved, as reasonably determined by the parties.

14.3 Termination for Cause.

(a) Either party may terminate an SOW immediately upon written notice if the other party commits a material breach of the Agreement and fails to remedy such breach within thirty (30) days of receiving written notice specifying the breach.

(b) In addition to the foregoing, the Company may suspend or terminate the Services immediately by written notice if the Client fails to pay any undisputed invoice within sixty (60) days of the Payment Due Date, without prejudice to the Company's rights to recover all outstanding amounts and costs.

14.4 Effect of Termination.

(a) Upon termination of an SOW (whether for convenience or cause):

• The Company shall cease performance of the Services and shall deliver to the Client all completed or partially completed Deliverables, work-in-progress and materials (in their then-current state) within a reasonable time.
• The Client shall pay all undisputed fees and expenses due and owing up to the date of termination.
• Each party shall return or destroy (at the Disclosing Party's election) all Confidential Information of the other party in its possession or control.

(b) Termination shall not affect any rights, obligations or liabilities that have accrued prior to the date of termination, including the Client's obligation to pay all fees and expenses due and owing.

14.5 Survival. The following Sections shall survive termination or expiry of the Agreement: Section 4 (Fees and Payment), Section 6 (Intellectual Property Rights), Section 7 (Confidentiality), Section 9.2 (Disclaimer), Section 10 (Limitation of Liability), Section 11 (Indemnification), Section 14.4 (Effect of Termination), Section 16 (Governing Law and Dispute Resolution), and any other provisions that by their nature are intended to survive.

15. WEBSITE TERMS OF USE

15.1 Permitted Use. Use of the Website is subject to these Terms and any additional terms or policies posted on the Website. You may use the Website only for lawful purposes and in a manner consistent with the intended functionality of the Website.

15.2 Prohibited Conduct. You agree not to:

• Use the Website in any manner that violates any applicable law, regulation or third-party right.
• Attempt to gain unauthorised access to the Website, our systems or networks, or any user accounts.
• Interfere with, disrupt or impose an unreasonable burden on the Website or its infrastructure.
• Use any automated means (bots, scrapers, etc.) to access or collect data from the Website without our prior written consent.
• Reproduce, distribute, publicly display or create derivative works from any content on the Website, except as expressly permitted.

15.3 Website Content and Availability.

• All text, graphics, logos, images, software, code and other content on the Website ("Website Content") are owned by or licensed to the Company and are protected by copyright, trademark and other intellectual property laws.
• The Company does not warrant that the Website will be available at all times or error-free, and shall not be liable for any interruptions, errors, downtime or data loss.

15.4 Third-Party Links. The Website may contain links to third-party websites or resources. Such links are provided for convenience only. The Company has no control over, and assumes no responsibility for, the content, privacy policies or practices of any third-party websites or services. You acknowledge and agree that the Company shall not be liable for any damage or loss caused by or in connection with use of or reliance on any such third-party content, goods or services.

16. GOVERNING LAW AND DISPUTE RESOLUTION

16.1 Governing Law. These Terms and any SOW executed hereunder shall be governed by and construed in accordance with the substantive laws of India, without regard to its conflict of laws principles.

16.2 Amicable Resolution. In the event of any dispute, controversy, difference or claim arising out of or relating to these Terms, any SOW, the Services or the Deliverables (a "Dispute"), the parties shall first attempt in good faith to resolve the Dispute amicably through direct negotiation between senior representatives of both parties within thirty (30) days of the date on which either party provides written notice of the Dispute to the other party.

16.3 Arbitration.

(a) If the Dispute is not resolved through negotiation within the time period specified in Section 16.2, the Dispute shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996 (as amended).

(b) The arbitration shall be conducted by a sole arbitrator mutually appointed by the parties. If the parties fail to agree on an arbitrator within fifteen (15) days, the arbitrator shall be appointed in accordance with the Arbitration and Conciliation Act, 1996. The seat of arbitration shall be Chennai, Tamil Nadu, India, and the language of arbitration shall be English. The arbitrator's award shall be final and binding on both parties.

(c) Each party shall bear its own costs of the arbitration (including legal fees and expenses), and the parties shall share equally the fees and expenses of the arbitrator and any administrative costs, unless the arbitrator determines otherwise in the award.

16.4 Interim Relief. Notwithstanding the above, either party may seek interim or injunctive relief from a court of competent jurisdiction to prevent irreparable harm, preserve the status quo or protect Confidential Information or intellectual property rights, pending the constitution of the arbitral tribunal or completion of the arbitration.

16.5 Jurisdiction. Subject to the arbitration provisions in Section 16.3, the courts at Chennai, Tamil Nadu, India shall have exclusive jurisdiction over any matter not subject to arbitration, including enforcement of arbitral awards.

17. GENERAL PROVISIONS

17.1 Entire Agreement. These Terms, together with the applicable SOW(s) and any appendices, schedules or exhibits thereto, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous oral or written agreements, representations, understandings, negotiations and discussions between the parties relating to such subject matter.

17.2 Amendments and Waivers.

• These Terms and any SOW may be amended, modified or supplemented only by a written instrument signed by authorised representatives of both parties.
• No waiver of any provision of these Terms or any SOW shall be effective unless in writing and signed by the party against whom the waiver is to be enforced.
• No failure or delay by either party in exercising any right or remedy shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude any further exercise of such right or remedy.

17.3 Assignment.

• The Client shall not assign, transfer, delegate or sublicense any of its rights or obligations under the Agreement without the prior written consent of the Company, which consent shall not be unreasonably withheld.
• The Company may assign or subcontract its obligations under the Agreement to affiliates or qualified subcontractors, provided that the Company remains primarily liable for performance.
• Any attempted assignment or transfer in violation of this Section shall be null and void.

17.4 Independent Contractors. The parties are independent contractors. Nothing in these Terms or any SOW shall be construed to create a partnership, joint venture, agency, employment or fiduciary relationship between the parties. Neither party has the authority to bind the other party or to incur any obligation on behalf of the other party without the other party's prior written consent.

17.5 No Third-Party Beneficiaries. These Terms and any SOW are for the sole benefit of the parties hereto and their permitted successors and assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever.

17.6 Severability. If any provision of these Terms or any SOW is held to be invalid, illegal or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be modified and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions shall continue in full force and effect.

17.7 Notices.

(a) All notices, requests, demands and other communications required or permitted under these Terms shall be in writing and shall be deemed to have been duly given:

• When delivered personally or by courier;
• When successfully transmitted by email (with confirmation of receipt or read receipt); or
• Three (3) business days after being sent by registered or certified mail, return receipt requested.

(b) Notices to the Company shall be sent to the address and email specified in Section 18 (Contact Information).

(c) Notices to the Client shall be sent to the address and email specified in the applicable SOW.

(d) Either party may change its notice details by providing written notice to the other party in accordance with this Section.

17.8 Force Majeure. Neither party shall be liable for any failure or delay in performance of its obligations under the Agreement (other than payment obligations) to the extent such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, floods, earthquakes, fires, epidemics, pandemics, war, terrorism, civil unrest, strikes, labour disputes, government actions, power failures, internet or telecommunications failures, or failures of third-party hosting or cloud service providers. The affected party shall promptly notify the other party of the force majeure event and shall use reasonable efforts to mitigate the impact and resume performance. If the force majeure event continues for more than sixty (60) days, either party may terminate the affected SOW upon written notice.

17.9 Publicity. Neither party shall issue any press release, public announcement or marketing communication concerning the existence or terms of the Agreement without the prior written consent of the other party, except as required by applicable law or regulation or as expressly permitted under Section 6.5 (Portfolio and Marketing Rights).

17.10 Counterparts and Electronic Signatures. Any SOW or amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures and scanned or PDF copies of signatures shall be deemed original signatures for all purposes.

18. CONTACT INFORMATION

For questions or concerns regarding these Terms, please contact us at:

UpCraft Solutions Private Limited
Website: https://upcraft.in
Email: upcraft.consulting@gmail.com

For legal or contractual queries: upcraft.consulting@gmail.com
For privacy-related queries: Please see our Privacy Policy.

These Terms and Conditions were last updated on 16 December 2025.