terms of service
1. Definitions & Parties
For the purposes of these Terms, the following definitions apply:
| Term | Definition |
|---|---|
| "Company" | UpgradeUx , a digital agency operating remotely from Mumbai, Maharashtra, India. |
| "Client" | Any individual, business entity, startup, or organisation that engages the Company for any service or uses this website. |
| "Services" | All web design, web development, mobile app development, digital marketing, SEO, graphic design, UI/UX design, AI solutions, maintenance, and support services offered by the Company. |
| "Project" | A specific, scoped engagement agreed between the Company and the Client, governed by a Proposal, Quotation, or Statement of Work. |
| "Deliverables" | All outputs, files, designs, code, reports, and materials produced by the Company for the Client under a Project. |
| "Agreement" | These Terms of Service, together with any applicable Proposal, Quotation, or Statement of Work accepted by the Client. |
2. Acceptance of Terms
These Terms become legally binding upon the earliest of: (a) written acceptance of a Proposal or Quotation; (b) payment of any invoice or advance; (c)commencement of any project work at the Client's request; or (d) continued use of this website following notice of any update to these Terms.
Note: Verbal instructions or informal messages (WhatsApp, email) requesting the commencement of work constitute acceptance of these Terms and the applicable quoted scope, even in the absence of a signed document.
3. Our Services
The Company provides professional digital services including, but not limited to:
4. Project Engagement & Scope
4.1 Proposals & Quotations
All Proposals, Quotations, and Statements of Work issued by the Company describe the agreed scope, estimated timeline, pricing, and deliverables for a Project. Unless otherwise stated, quotations remain valid for 30 days and may be revised if the requested scope changes before acceptance.
4.2 Project Commencement
A Project will commence only after the Client has accepted the Proposal or Quotation, paid the required advance payment, and provided all necessary content, access credentials, and other information reasonably required to begin work. Delivery timelines commence from the date these requirements have been fulfilled.
4.3 Scope of Work
The Company will perform only the services specifically described in the accepted Proposal or Quotation. Any additional functionality, pages, integrations, redesigns, content creation, or other work outside the agreed scope will be treated as a Change Request and may require a revised quotation, additional fees, and an updated delivery timeline.
4.4 Project Suspension & Abandonment
If the Client fails to provide required content, approvals, feedback, access credentials, or other necessary information for more than 30 consecutive days, the Company may suspend the Project and consider it abandoned. Restarting an abandoned Project may require a revised schedule, updated quotation, or reactivation fee. The Company shall not be responsible for delays resulting from the Client's failure to cooperate.
Scope Creep Notice: Requests that extend the agreed project scope—including additional pages, new features, third-party integrations, major design changes, or revisions beyond those included in the Proposal—will be treated as Change Requests and quoted separately. Approval of such requests may extend the agreed delivery timeline.
5. Payment Terms
5.1 Payment Structure
Standard payment terms for project-based engagements are as follows:
| Milestone | Payment Due |
|---|---|
| Project Commencement (50% Advance) | 50% of total project value (advance) |
| Design / Midpoint Approval | 25% of total project value |
| Final Delivery / Launch | Remaining 25% before final handover |
For monthly service engagements (SEO, maintenance plans, retainers), payment is due in advance on or before the first day of each billing period.
5.2 Accepted Payment Methods
The Company accepts payment via bank transfer (NEFT/RTGS/IMPS), UPI, Razorpay (debit/credit card, net banking), or any other method agreed in writing. All amounts are quoted in Indian Rupees (INR) unless explicitly stated otherwise.
5.3 Taxes
Unless otherwise stated, all prices are quoted in Indian Rupees (INR). If the Company becomes legally required to collect applicable taxes in the future, such taxes may be added to invoices in accordance with applicable law.
5.4 Late Payment
The Company reserves the right to suspend work on any active project if an invoice remains unpaid beyond 7 days of the due date. Persistent non-payment may result in project termination.
5.5 Refunds
Refunds are governed by the Company's Refund Policy, which forms part of these Terms of Service. By engaging our services, the Client agrees to the applicable Refund Policy.
5.6 Failed or Reversed Payments
If any payment is declined, reversed, disputed, or charged back without valid legal grounds, the Company reserves the right to immediately suspend all services, revoke access to deliverables where legally permitted, and recover any outstanding amounts together with applicable collection costs.
5.7 Non-Payment Clause
The Company may suspend hosting, maintenance, development, or access to staging environments until overdue invoices are settled.
Ownership of deliverables, source code, design files, credentials, and deployment materials transfers only after all outstanding invoices have been paid in full.
6. Client Obligations
The Client warrants that all content, including text, images, logos, videos, software, trademarks, and other materials supplied to the Company is owned by the Client or properly licensed for use. The Company shall not be liable for any claims arising from Client-supplied materials.
7. Intellectual Property
7.1 Ownership Upon Full Payment
Upon receipt of full and final payment for a project, all intellectual property rights in the custom deliverables produced specifically for that project — including source code, design files, and written content — are assigned to the Client. Until full payment is received, all deliverables remain the exclusive property of the Company.
7.2 Company's Pre-Existing IP
The Company retains all intellectual property rights in pre-existing tools, frameworks, libraries, methodologies, templates, proprietary code components, and development workflows used in the delivery of services.
7.3 Portfolio Rights
Unless otherwise agreed in writing, the Company may identify the Client by name, logo, screenshots, or publicly available materials solely for portfolio and marketing purposes after the Project has been publicly launched.
7.4 Open-Source Software
Projects may incorporate open-source software, libraries, frameworks, plugins, or publicly available tools that are distributed under their respective licenses. Ownership of such third-party components remains subject to their original license terms and is not transferred by this Agreement.
The Company retains ownership of any reusable components, frameworks, development methodologies, utilities, internal libraries, automation scripts, and know-how created independently of the Client's Project.
8. Confidentiality
Each party agrees to keep confidential information strictly confidential, use it solely for fulfilling obligations under the Agreement, and apply reasonable care to protect it from unauthorised disclosure. This obligation does not apply to information already in the public domain, independently developed, or required to be disclosed by law.
The collection, storage, processing, and protection of personal information are governed by the Company's Privacy Policy, which forms part of these Terms.
Confidentiality obligations survive the termination of the Agreement for a period of one (1) year.
9. Revisions & Change Requests
9.1 Included Revisions
The number of revision rounds included in a project is specified in the relevant Proposal or Quotation. A revision round refers to a single consolidated set of feedback submitted by the Client.
9.2 Additional Revisions
the total amount paid by the Client for the specific Project giving rise to the claim.
9.3 Change Requests
Any request by the Client to add features, expand scope, or otherwise modify the project beyond the accepted Proposal is considered a Change Request. The Company will assess Change Requests within 3 business days with a revised time and cost estimate.
9.4 Approval of Deliverables
The Client agrees to review submitted deliverables promptly. If no feedback, revision request, or approval is received within 7 business days, the submitted deliverable shall be deemed approved, and the Project may proceed to the next milestone.
10. Timelines & Delivery
Estimated timelines provided in Proposals are good-faith estimates based on the information available at the time of quoting. The Company will make reasonable efforts to meet agreed timelines.
Delays caused by the Client automatically extend delivery timelines by at least the duration of the delay and may require project rescheduling.
Note: Timelines are calculated from the project kickoff date — defined as the date by which the advance payment has been received and all required kickoff materials have been provided by the Client.
11. Warranties & Disclaimers
11.1 Company Warranties
The Company warrants that services will be performed with reasonable care and skill, deliverables will substantially conform to the agreed specification, and the Company has the right to provide the services.
11.2 No Guarantee of Specific Outcomes
The Company does not warrant or guarantee specific business outcomes including search engine rankings, website traffic, conversion rates, or return on investment.
11.3 Warranty Period
Unless otherwise agreed in writing, the Company provides a 30-day limited warranty following final delivery to correct bugs directly related to the originally agreed scope.
The warranty does not cover:
- new features
- browser updates
- third-party plugins
- hosting
- client modifications
- server issues
Websites are tested against the latest stable versions of Chrome, Edge, Firefox, and Safari. Compatibility with outdated browsers is not guaranteed unless agreed in writing.
Unless expressly included in the Proposal, the Company is not responsible for hosting administration, server maintenance, email delivery, domain renewal, SSL certificate renewal, DNS configuration, backups, or third-party infrastructure.
Neither party shall be liable for delays or failure to perform obligations caused by events beyond reasonable control, including natural disasters, internet outages, cyberattacks, government restrictions, labor disputes, pandemics, or failures of third-party infrastructure.
12. Limitation of Liability
Please read this section carefully.It limits the Company's liability to the Client.
To the maximum extent permitted by applicable law, the Company's total aggregate liability shall not exceed the total fees paid by the Client under the specific project in the 3 months preceding the event. The Company shall not be liable for any loss of profit, revenue, business, data, or any indirect, consequential, or special damages.
13. Termination
13.1 Termination by the Client
The Client may terminate by providing written notice, paying for all work completed up to the date of termination. Advance payments are non-refundable.
13.2 Termination by the Company
The Company may terminate with immediate effect if the Client fails to make payment, engages in abusive conduct, or requests unlawful deliverables.
13.3 Monthly Service Cancellation
Monthly service engagements may be cancelled by either party with a minimum of 30 days written notice prior to the next billing date. No partial refunds are issued for cancellations mid-billing period.
14. Use of This Website
You may access and use this website for lawful purposes only. You agree not to use this website in any way that violates applicable law, is fraudulent or harmful, or attempts to gain unauthorised access.
While the Company endeavours to keep information accurate, we make no warranty regarding completeness or accuracy. Pricing, service descriptions, and availability are subject to change without notice.
15. Third-Party Services & Costs
The Company is not responsible for downtime, service interruptions, policy changes, pricing changes, or failures of third-party providers including hosting companies, payment gateways, APIs, plugins, and cloud services.
Certain projects require the use of third-party services. Unless explicitly included in the quoted price, the following are the Client's responsibility:
16. Governing Law & Dispute Resolution
16.1 Governing Law
These Terms shall be governed by and construed in accordance with the laws of India.
16.2 Jurisdiction
Any dispute shall be subject to the exclusive jurisdiction of the courts of Mumbai, Maharashtra, India.
16.3 Dispute Resolution Process
The parties agree to first attempt to resolve disputes amicably through direct negotiation. If a dispute cannot be resolved within 30 days, either party may pursue formal legal remedies.
17. Amendments to These Terms
The Company reserves the right to update or modify these Terms at any time. When material changes are made, the updated Terms will be published with a revised Last Updated date. Continued use of this website or continuation of an active service engagement following the posting of updated Terms is considered acceptance of those changes.
18. Contact & Legal Notices
All legal notices, queries regarding these Terms, or formal communications should be addressed to:
We will make reasonable efforts to respond to legal notices and contractual enquiries within five (5) business days.
These Terms were last updated on 6 July 2026.
By accessing this website or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.