Terms and conditions

These terms govern the services provided by Maera Tech of Plot No. 341, Vardhman Nagar, Karni Vihar, Ajmer Road, Jaipur, Rajasthan 302019, India ("we", "us") to you ("you", "the client"). They apply alongside each written proposal or statement of work we agree with you.

Where a signed proposal, statement of work, or master services agreement conflicts with these terms, that document takes precedence for the engagement it covers.

Nothing on this website is an offer capable of acceptance. A contract forms only when we issue a written proposal and you accept it in writing, or when you pay the first invoice for it.

Every engagement is defined by a written scope that lists what is included, what is excluded, the milestones, and the price. We work to that document.

Work outside the agreed scope is quoted separately before it begins. We will not carry out unscoped work and then invoice you for it, and we will not proceed on a verbal instruction alone where money is involved.

You may request changes at any time. We will respond with the cost and the effect on the timeline, and the change takes effect only once you approve it in writing.

Projects stall for predictable reasons. To avoid them we need:

• A single named person who can make decisions, or a defined group who can agree quickly.
• Content, assets, and access to your systems by the dates set out in the scope.
• Feedback within five working days of a review being requested.
• Accurate information about any third-party system we are asked to work with.

If we are held up waiting on you for more than 15 working days, we may pause the project and re-schedule it into the next available slot. Where a delay causes us to hold resources we cannot reassign, we may invoice for time reserved but not used, and we will always warn you before that happens.

On payment of all outstanding invoices for an engagement, all intellectual property rights in the deliverables created specifically for you transfer to you. That includes source code, designs, and documentation.

Two things are carved out of that transfer. First, our pre-existing tools, libraries, and internal components, which we license to you perpetually, irrevocably, worldwide, and free of charge for use with the deliverables. Second, third-party and open-source components, which remain with their owners and reach you under their own licences. We will tell you which those are before we use them.

You keep everything you give us: your brand, content, data, and trademarks. You confirm you have the right to give them to us for this purpose.

Until full payment is received, the deliverables are licensed to you for review only, and we retain title.

We may describe the work in general terms and show it in our portfolio. We will not do so if you tell us not to, and we will never disclose confidential information, figures, or credentials in the process.

Fees, currency, and the milestone schedule are set out in each proposal. The full commercial terms, accepted payment methods, late payment interest, and the refund position are set out in our payment terms, which form part of these terms.

All fees are exclusive of any tax, duty, or bank charge payable in your own country. Where withholding tax applies, the amount payable to us is grossed up so that we receive the invoiced sum in full.

We warrant that the services will be performed with reasonable skill and care, by people competent to perform them, and that the deliverables will materially conform to the agreed scope.

For 30 days after a deliverable is accepted, we will correct any defect that causes it to fail to meet the agreed scope, at no charge. This does not cover changes of mind, new requirements, faults caused by modifications made by others, or failures in third-party services outside our control.

Beyond that, and to the extent the law allows, we exclude all other warranties, whether express or implied. We do not warrant that software will be free of every defect or that it will run without interruption.

Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited.

Subject to that, our total liability arising out of an engagement, whether in contract, tort, or otherwise, is limited to the total fees you paid us for that engagement in the 12 months before the claim arose.

We are not liable for loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity, loss of goodwill, or for any indirect or consequential loss, however it arises.

We are not liable for loss or corruption of your data unless it results from our negligence. Keeping working backups of your own systems is your responsibility, and we will tell you what we recommend.

Each of us will keep the other's confidential information private, use it only for the engagement, and protect it with at least reasonable care. This obligation continues for five years after the engagement ends.

It does not apply to information that is already public through no fault of the receiving party, that was already known before disclosure, or that must be disclosed by law, in which case we will tell you first where we are permitted to.

We are happy to sign your own non-disclosure agreement before any discussion of your project, including before the first call.

Projects usually depend on services we do not control, such as payment gateways, hosting, marketplaces, and APIs. Your use of those is governed by their terms, and their fees are yours to pay directly.

We are not responsible for a third party changing, deprecating, pricing, or withdrawing its service. Where such a change breaks something we built, we will quote the work needed to adapt it.

Either of us may end a fixed-price engagement by giving 15 days' written notice. Retainers may be ended by either of us on 30 days' written notice.

Either of us may end the agreement immediately if the other commits a material breach that is not put right within 14 days of being asked in writing, or becomes insolvent.

On termination you pay for all work completed and all work in progress up to the termination date. We will hand over everything produced up to that point once those sums are paid, in a usable and documented form.

Neither of us is liable for a failure to perform caused by an event beyond reasonable control, including natural disaster, war, sustained failure of internet infrastructure, or government action, provided we tell you promptly and take reasonable steps to limit the effect.

We are an independent contractor, not your employee, agent, or partner. Neither of us may commit the other to anything.

If any part of these terms is found unenforceable, the rest continues to apply. A failure to enforce a term is not a waiver of it.

These terms and any engagement under them are governed by the laws of India, and the courts at Jaipur, Rajasthan have exclusive jurisdiction. Where you are a business outside India, we will agree an alternative governing law and forum in a signed master services agreement if you ask, and we usually do.

Before starting proceedings, both of us agree to attempt to resolve any dispute in good faith through a documented discussion between senior people on each side.

Questions about these terms go to contact@maeratech.com.