Terms of Service

01Services Description

Miraya Tech Lab provides custom software development, mobile application development, web development, UI/UX design, artificial intelligence and machine learning solutions, cloud architecture, SaaS platform development, and related technology consulting services ('Services').

The specific scope, deliverables, timeline, and fees for each engagement are defined in a separate Statement of Work ('SOW') or Project Agreement, which forms part of these Terms when executed by both parties. In the event of any conflict between these Terms and a SOW, the SOW shall prevail with respect to the specific engagement.

02Engagement and Payment Terms

All projects require a signed SOW and an initial deposit before work commences. Standard payment terms are:

• Fixed-price projects — 50% upfront, 25% at mid-project milestone, 25% on delivery and acceptance.
• Time-and-materials engagements — invoiced monthly in arrears with net-15 payment terms.
• Retainer agreements — invoiced on the first business day of each month, payable within 7 days.

All fees are quoted exclusive of applicable taxes (GST in India, VAT for EU clients). Invoices unpaid after 15 days from the due date will accrue interest at 1.5% per month. We reserve the right to pause work on accounts with outstanding invoices beyond 30 days.

Expenses reasonably incurred in connection with a project (travel, third-party software licences, stock assets) will be invoiced at cost with prior client approval.

03Intellectual Property

The allocation of intellectual property rights depends on the nature of the deliverable:

• Custom code and deliverables — upon receipt of full payment, you receive full ownership of all custom code, designs, and deliverables created specifically for your project, excluding Pre-existing IP.
• Pre-existing IP — Miraya Tech Lab retains ownership of all tools, frameworks, libraries, methodologies, and know-how developed independently prior to or outside of your engagement ('Pre-existing IP'). We grant you a perpetual, royalty-free licence to use Pre-existing IP embedded in your deliverables.
• Third-party components — deliverables may include open-source components licenced under MIT, Apache 2.0, or similar licences. These remain governed by their respective licences.
• Portfolio rights — we reserve the right to reference your project in our portfolio and marketing materials (name, brief description, metrics) unless you request confidentiality in writing.

04Client Responsibilities

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

• Provide timely feedback, approvals, and decisions within the response windows specified in the SOW (typically 3–5 business days).
• Designate a primary point of contact with authority to approve deliverables and make project decisions.
• Provide accurate, complete, and timely access to systems, content, data, and third-party credentials required for the project.
• Ensure that all content, data, and materials you provide to us do not infringe any third-party intellectual property rights or violate any applicable law.
• Maintain appropriate backups of your own systems and data prior to any migration or integration work.

Project delays caused by late client feedback, missing materials, or delayed decisions may result in revised timelines and additional fees, which will be communicated to you in advance.

05Confidentiality

Each party agrees to keep confidential all non-public information disclosed by the other party in connection with the engagement ('Confidential Information'). Confidential Information includes, but is not limited to, source code, business strategy, financial data, customer lists, and technical specifications.

Obligations of confidentiality survive termination of the engagement for a period of 3 years. These obligations do not apply to information that is publicly available, independently developed, or required to be disclosed by law.

We are happy to execute a mutual NDA prior to initial project discussions if required.

06Warranties and Representations

We warrant that:

• Services will be performed with reasonable skill, care, and diligence by qualified professionals.
• Deliverables will materially conform to the specifications set out in the applicable SOW.
• We have the right to grant the intellectual property licences described in these Terms.
• We will not knowingly incorporate malicious code, undisclosed backdoors, or intentional security vulnerabilities into deliverables.

The warranty period for defects in custom deliverables is 60 days from acceptance, during which we will remedy material bugs at no additional charge. This warranty does not cover issues caused by client modifications, third-party integrations, or changes to the operating environment after acceptance.

EXCEPT AS EXPRESSLY STATED HEREIN, SERVICES ARE PROVIDED 'AS IS' AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

07Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU IN THE 12 MONTHS PRECEDING THE CLAIM.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

These limitations apply regardless of the legal theory on which the claim is based (contract, tort, strict liability, or otherwise).

08Termination

Either party may terminate an engagement with 30 days' written notice. In the event of termination:

• You will pay for all work completed and expenses incurred up to the termination date, prorated for partial milestones based on percentage completion.
• We will deliver all completed work product and partially completed deliverables in their current state.
• Each party will promptly return or destroy the other party's Confidential Information.
• Either party may terminate immediately (without the 30-day notice period) for material breach that remains uncured for 10 business days after written notice.

09Acceptable Use

By using our website and services, you agree not to:

• Use our services to develop software intended to facilitate illegal activities, harm individuals, spread malware, or violate others' privacy.
• Attempt to gain unauthorised access to our systems or other clients' project data.
• Reverse engineer, copy, or resell our Pre-existing IP or tools without written authorisation.
• Use our website to transmit spam, malicious code, or any content that infringes third-party rights.
• Misrepresent your identity or affiliation when engaging our services.

10Governing Law and Dispute Resolution

These Terms are governed by the laws of India, without regard to conflict-of-law principles.

In the event of a dispute, the parties agree to first attempt resolution through good-faith negotiation for 30 days. If unresolved, disputes shall be submitted to binding arbitration under the Arbitration and Conciliation Act, 1996 (India), conducted in English in Ahmedabad, Gujarat.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm pending arbitration.

11Miscellaneous

These Terms, together with any executed SOW, constitute the entire agreement between the parties and supersede all prior negotiations, representations, or agreements.

If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.

Our failure to enforce any right under these Terms shall not constitute a waiver of that right.

You may not assign your rights or obligations under these Terms without our prior written consent. We may assign our obligations to a qualified successor entity without your consent.