Terms & Conditions

These Terms & Conditions (“Terms”) form a binding agreement between UnfoldCRO (“we”, “us”, “Company”) and you (“Client”, “you”) when you engage our services. By signing a Statement of Work (SOW), proposal, or otherwise authorizing work, you agree to these Terms.

Contact: Info@unfoldcro.com

1. Services & Deliverables

We provide Shopify development, ecommerce platform migrations, theme customization, UX/CRO, SEO, custom web applications/portals, Odoo implementation, and ongoing maintenance (“Services”). The specific scope, timeline, milestones, and deliverables for each engagement are defined in the applicable SOW or proposal (“Project Document”).

Work outside the agreed scope requires a written Change Request signed by both parties before execution.
Estimates of time or cost are provided in good faith but are non-binding unless expressly stated as fixed-fee in the Project Document.

2. Roles & Data

For the purposes of data protection legislation, the Client is the data controller of any personal data processed during a project, and UnfoldCRO acts as a data processor/service provider. We process personal data solely in accordance with the Client's documented instructions and any applicable Data Processing Agreement (DPA).

3. Client Responsibilities

The Client agrees to:

Provide timely access to all required materials, content, credentials, and platform accounts needed to perform the Services.
Designate a single point of contact authorized to approve deliverables and Change Requests.
Review and provide feedback on deliverables within the timeframes specified in the Project Document (typically five (5) business days unless stated otherwise).
Ensure that all content, data, and materials provided to us do not infringe any third-party intellectual property rights or violate applicable laws.
Maintain backups of your own data and systems. While we take reasonable precautions, we are not liable for data loss caused by Client-managed platforms.

4. Third-Party Platforms

Our Services may involve working on or integrating with third-party platforms (e.g., Shopify, WordPress, WooCommerce, Odoo, hosting providers, CDN, payment gateways, email services). These platforms are governed by their own terms of service and privacy policies.

We are not responsible for outages, policy changes, API deprecations, or data handling practices of any third-party platform.
Platform subscription fees, app/plugin licenses, domain registrations, and hosting costs are the Client's responsibility unless explicitly included in the Project Document.
Any credentials shared with us for third-party platforms will be handled securely and used only for the purpose of performing the agreed Services.

5. Fees, Taxes & Payments

All fees are as stated in the Project Document. Unless otherwise specified, fees are quoted in Indian Rupees (INR) or US Dollars (USD).
Invoices are due within fifteen (15) days of issuance unless a different payment schedule is agreed in writing.
Late payments accrue interest at 1.5% per month (or the maximum rate permitted by law, whichever is lower) from the due date.
All fees are exclusive of applicable taxes. Goods and Services Tax (GST) or other applicable taxes will be added to invoices as required by law.
We reserve the right to pause work on any project where payments are overdue by more than fifteen (15) days until the outstanding balance is settled.

6. Acceptance

Upon delivery of each milestone or deliverable, the Client has five (5) business days (or such other period as specified in the Project Document) to review and either accept or provide specific, written feedback detailing any non-conformance with the agreed specifications.

If no feedback is received within the review period, the deliverable is deemed accepted.
Acceptance relates only to conformance with the agreed specifications. It does not cover issues arising from subsequent changes made by the Client or third parties.

7. Maintenance & Support

Post-launch maintenance and support are provided only if covered by a separate Annual Maintenance Contract (AMC), retainer, or support agreement.

AMC/support scope, response times, included hours, and exclusions are defined in the applicable support agreement.
Emergency or out-of-scope support requests may be accommodated on a time-and-materials basis at our then-current hourly rate.

8. Intellectual Property

Client IP:All materials, content, trademarks, and data provided by the Client remain the Client's property.
Deliverables: Upon full payment of all fees associated with a deliverable, we assign to the Client all intellectual property rights in the custom-developed portions of that deliverable, excluding any pre-existing IP, open-source components, and Company Tools (defined below).
Company Tools:We retain ownership of our proprietary frameworks, libraries, code snippets, methodologies, processes, and tools (“Company Tools”) used in or developed during the engagement. Where Company Tools are incorporated into a deliverable, we grant the Client a non-exclusive, perpetual, royalty-free license to use them solely in connection with the delivered project.
Portfolio rights: We may reference the project in our portfolio, case studies, and marketing materials unless the Client opts out in writing.

9. Open-Source & Licenses

Deliverables may incorporate open-source software components. We will use commercially reasonable efforts to:

Use only open-source components with licenses compatible with the project's intended use (e.g., MIT, Apache 2.0, BSD).
Disclose material open-source dependencies upon request.
Avoid copyleft licenses (e.g., GPL) in proprietary deliverables unless explicitly approved by the Client.

10. Warranties & Disclaimers

We warrant that:

Services will be performed in a professional and workmanlike manner.
Deliverables will materially conform to the agreed specifications for a period of thirty (30) days after acceptance (“Warranty Period”).

Disclaimer:Except as expressly stated above, all services and deliverables are provided “as is”. We disclaim all other warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant uninterrupted or error-free operation of any deliverable, nor do we guarantee specific business outcomes such as revenue increases, conversion rates, or search engine rankings.

11. Limitation of Liability

To the maximum extent permitted by applicable law:

Cap: Our total aggregate liability for all claims arising out of or related to a Project Document shall not exceed the total fees actually paid by the Client under that Project Document in the twelve (12) months preceding the claim.
Exclusions: In no event shall we be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or business opportunity, even if advised of the possibility of such damages.
This limitation does not apply to liability arising from gross negligence, wilful misconduct, or obligations that cannot be limited by law.

12. Indemnities

By UnfoldCRO:We will indemnify and hold the Client harmless against third-party claims alleging that our original work (excluding Client-provided materials and open-source components) infringes a third party's intellectual property rights, provided the Client promptly notifies us, gives us sole control of the defence, and cooperates at our expense.
By Client:The Client will indemnify and hold us harmless against third-party claims arising from (a) Client-provided content, data, or materials, (b) the Client's use of deliverables in a manner not contemplated by the Project Document, or (c) the Client's breach of these Terms.

13. Confidentiality

Each party (“Receiving Party”) agrees to hold the other party's (“Disclosing Party”) Confidential Information in strict confidence and not to disclose it to third parties except as necessary to perform obligations under these Terms, and only to personnel bound by comparable confidentiality obligations.

Confidential Information includes business plans, pricing, technical specifications, source code, credentials, customer data, and any information marked as confidential or that a reasonable person would understand to be confidential.
Confidentiality obligations do not apply to information that is (a) publicly available through no fault of the Receiving Party, (b) independently developed, (c) rightfully received from a third party without restriction, or (d) required to be disclosed by law (with prompt notice to the Disclosing Party where permitted).
Confidentiality obligations survive termination for a period of three (3) years.

14. Data Protection

Both parties will comply with all applicable data protection and privacy laws. Where we process personal data on behalf of the Client, the terms of any applicable Data Processing Agreement (DPA) shall govern such processing.

We implement appropriate technical and organizational measures to protect personal data against unauthorized access, loss, or alteration.
Upon termination or completion of services, we will delete or return Client personal data within thirty (30) days, unless retention is required by law.

15. Subcontracting

We may engage qualified subcontractors or freelancers to assist with the performance of Services. We remain fully responsible for the work performed by our subcontractors and ensure they are bound by confidentiality and data protection obligations no less protective than those in these Terms.

16. Non-Solicitation

During the term of any engagement and for twelve (12) months after its completion, neither party shall directly solicit or hire (or attempt to solicit or hire) the other party's employees, contractors, or key personnel who were involved in the engagement, without the other party's prior written consent. This restriction does not apply to general recruitment advertising not targeted at the other party's personnel.

17. Term & Termination

Term: These Terms remain in effect for the duration of the applicable Project Document or ongoing engagement.
Termination for convenience:Either party may terminate an engagement by providing fifteen (15) calendar days' written notice to the other party via email.
Termination for cause: Either party may terminate immediately upon written notice if the other party materially breaches these Terms or a Project Document and fails to cure such breach within fifteen (15) days of receiving written notice of the breach.
Effect of termination: Upon termination, the Client shall pay for all Services performed and expenses incurred up to the effective date of termination. We will deliver all completed and in-progress work product (subject to payment). Sections relating to IP, confidentiality, limitation of liability, indemnities, and governing law survive termination.

18. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from events beyond its reasonable control, including but not limited to natural disasters, pandemics, government actions, internet or infrastructure outages, cyberattacks, or acts of war (“Force Majeure Event”). The affected party must promptly notify the other party and use reasonable efforts to mitigate the impact. If a Force Majeure Event continues for more than thirty (30) days, either party may terminate the affected engagement without penalty.

19. Publicity

Unless the Client opts out in writing, we may identify the Client by name and logo and provide a general description of the project in our portfolio, website, case studies, proposals, and marketing materials. We will not disclose confidential details of the engagement without the Client's consent.

20. Notices

All formal notices under these Terms must be in writing and sent via email to the addresses specified in the Project Document or, if not specified:

To UnfoldCRO: Info@unfoldcro.com
To Client: the email address provided during onboarding or in the Project Document.

Notices are deemed received on the business day following the date of sending if sent by email with confirmed delivery.

21. Governing Law & Dispute Resolution

These Terms and any disputes arising out of or in connection with them shall be governed by and construed in accordance with the laws of India. The courts of Mumbai, Maharashtra, India shall have exclusive jurisdiction.

Before initiating any formal proceedings, the parties agree to attempt to resolve any dispute in good faith through negotiation for a period of at least thirty (30) days.

22. Order of Precedence

In the event of a conflict between these Terms and a Project Document (SOW/proposal), the Project Document shall prevail to the extent of the conflict, unless the Project Document expressly states otherwise. A signed Change Request takes precedence over the original Project Document for the matters it covers.

23. Miscellaneous

Entire Agreement: These Terms, together with the applicable Project Document(s) and any DPA, constitute the entire agreement between the parties and supersede all prior negotiations, representations, or agreements relating to the subject matter.
Amendments: No modification to these Terms is effective unless made in writing and signed or acknowledged by both parties.
Severability: If any provision is held to be invalid or unenforceable, the remaining provisions continue in full force and effect.
Waiver: The failure of either party to enforce any right or provision shall not constitute a waiver of that right or provision.
Assignment:Neither party may assign its rights or obligations under these Terms without the other party's prior written consent, except in connection with a merger, acquisition, or sale of all or substantially all of its assets.
Independent Contractors: The relationship between the parties is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, or employer-employee relationship.

If you have questions about these Terms, please contact us at Info@unfoldcro.com.