Terms and Conditions

The full text of these Terms and Conditions prevails over this summary.

• These Terms govern your use of our website, and set the baseline for our Products. Our client Services are primarily governed by a signed Master Services Agreement (MSA) and Statement of Work (SOW), which take priority over these Terms if the two conflict.
• We retain ownership of our pre-existing tools and know-how. You own the deliverables we build for you, once you’ve paid for them in full.
• We may reference completed client work as a case study or in our portfolio, unless you tell us not to.
• If we use AI to help produce a deliverable, you are responsible for reviewing it before you rely on it. We do not train AI models on your data without your written consent.
• Our liability is capped, and we exclude indirect and consequential losses, except where the law does not allow us to.
• Disputes are resolved under Indian law, first through good-faith negotiation, then through arbitration.

Table of contents

1. Acceptance and eligibility
2. Definitions
3. Scope: website, services, and products
4. Website acceptable use
5. Services: proposals, SOWs, and delivery
6. Fees, invoicing, and taxes
7. Intellectual property
8. Product terms
9. AI-generated output
10. Confidentiality
11. Third-party services and links
12. Warranties and disclaimers
13. Limitation of liability
14. Indemnification
15. Non-solicitation
16. Term, termination, and effect
17. Force majeure
18. Governing law and dispute resolution
19. Export controls and sanctions
20. Miscellaneous
21. Contact

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1. Acceptance and eligibility

By accessing untitledbuild.com (the “Site”), engaging Untitled Build Private Limited (“we”, “us”, “our”, trading as “untitled build”) for services (our “Services”), or creating an account with any product we operate (our “Products”), you agree to these Terms and Conditions (“Terms”).

You must be at least 18 years old and capable of forming a binding contract to use our Products or engage our Services. If you’re accepting these Terms on behalf of an organisation, you confirm you have authority to bind that organisation.

2. Definitions

Term	Meaning
”Deliverables”	The specific work product (code, designs, documentation, or other output) we agree to deliver under a Statement of Work.
”MSA”	A Master Services Agreement signed between us and a client, setting out the general commercial terms of an engagement.
”SOW”	A Statement of Work, referencing an MSA, setting out the specific scope, timeline, fees, and deliverables of a project.
”Pre-existing IP”	Any tools, frameworks, libraries, methodologies, know-how, or code we owned or developed before, or independently of, a given engagement.
”Client Data”	Any data a client or its users submit to us or to a Deliverable in the course of an engagement.
”User Content”	Any content a user submits to, or creates within, one of our Products.

3. Scope: website, services, and products

These Terms apply to three distinct things we do, and apply differently to each:

1. The Site. Browsing untitledbuild.com, submitting the contact form, or applying for a role, is governed entirely by these Terms and by our Privacy Policy.
2. Services. Where we are engaged to design, build, or operate custom software (product design, full-stack engineering, applied AI/ML systems, cloud infrastructure, or security work) for a client, that engagement is governed primarily by a signed MSA and SOW. If there is a conflict between an MSA/SOW and these Terms, the MSA/SOW prevails for that engagement. These Terms fill any gap the MSA/SOW doesn’t address.
3. Products. Where we build and operate our own software products, use of those products is governed by these Terms together with any product-specific terms we publish for that product. See Section 8.

4. Website acceptable use

You agree not to, in connection with the Site:

• submit false, misleading, or fraudulent information through the contact or careers forms;
• attempt to bypass, disable, or interfere with the Site’s security features, including its spam-detection mechanisms;
• scrape, crawl, or harvest data from the Site other than through legitimate use of the forms provided;
• upload malicious code, or a résumé/file containing malicious code, through the careers application form;
• use the Site to violate any applicable law, or the rights of any third party;
• misrepresent your identity or affiliation.

We may suspend or restrict your access to the Site if we reasonably believe you’ve violated this section.

5. Services: proposals, SOWs, and delivery

• Proposals are non-binding until reflected in a signed MSA and/or SOW.
• Change requests. Any change to an agreed SOW’s scope, timeline, or fees must be agreed in writing (including by email) before we proceed with the changed work.
• Client responsibilities. Timely delivery depends on the client providing timely feedback, access, credentials, content, and decisions as reasonably requested. Delays caused by the client extend our delivery timelines accordingly, and may result in additional fees to cover idle or re-scheduled resourcing, charged at our then-current rates.
• Acceptance testing. Where an SOW defines acceptance criteria, the client has the review period stated in that SOW (or, if none is stated, 7 business days) to review Deliverables and report any material non-conformance. Deliverables are deemed accepted if no such report is made within that window.
• Timelines are estimates. Unless an SOW expressly states a date is a fixed, binding deadline, all timelines are good-faith estimates based on information available at the time, and are not guarantees.

6. Fees, invoicing, and taxes

• Fees, payment schedule, and currency are set out in the applicable SOW.
• Invoices are payable within 15 days of the invoice date, unless the SOW states otherwise.
• Fees are exclusive of applicable taxes (including Goods and Services Tax, GST, in India) unless stated otherwise; taxes are added where legally required.
• For international clients, invoices are issued in the currency stated in the SOW; any bank or currency-conversion charges are the client’s responsibility unless agreed otherwise.
• Where Indian tax law requires us to withhold tax (TDS) from payments we receive, or requires a client outside India to withhold tax from payments to us, the paying party will provide the corresponding tax deduction/withholding certificate promptly.
• Late payment. Overdue invoices accrue interest at 24% per annum (2% per month), or the maximum permitted by applicable law, whichever is lower, and we may suspend work on any active engagement until overdue amounts are paid. We may also recover our reasonable costs of collection, including legal fees, for any invoice more than 30 days overdue.

7. Intellectual property

• Pre-existing IP. We retain all right, title, and interest in our Pre-existing IP, including any general-purpose tools, frameworks, components, or methodologies we develop and reuse across engagements. Nothing in an engagement transfers ownership of Pre-existing IP to a client.
• License to Pre-existing IP used in Deliverables. To the extent a Deliverable incorporates our Pre-existing IP, we grant the client a perpetual, worldwide, non-exclusive, royalty-free licence to use that Pre-existing IP solely as embedded in the Deliverable, for the client’s internal business purposes.
• Deliverables. Subject to full and final payment of all fees due under the applicable SOW, we assign to the client all right, title, and interest in the Deliverables created specifically for that client under that SOW, excluding our Pre-existing IP (which remains licensed as above) and any third-party or open-source components (which remain governed by their own licences).
• Open-source components. Deliverables may incorporate open-source software. Each such component remains governed by its own licence terms, which the client agrees to comply with. We will use commercially reasonable efforts to disclose material open-source components used in a Deliverable, on request.
• Portfolio and case-study rights. Unless the client opts out in writing (including via a confidentiality clause in the applicable MSA), we may reference the client’s name, logo, and a general, non-confidential description of the engagement in our portfolio, case studies, and marketing materials, including on this Site’s /works page.
• Feedback. If a client or Product user gives us feedback or suggestions, we may use it without restriction or obligation to them.

8. Product terms

Where you create an account with, or otherwise use, one of our Products:

• Account registration. You must provide accurate information when creating an account and are responsible for maintaining the confidentiality of your credentials and for all activity under your account.
• Subscription licence. Subject to your compliance with these Terms and any applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Product for its intended purpose.
• Restrictions. You agree not to reverse engineer, decompile, or attempt to extract the source code of a Product; scrape or systematically extract data from a Product; resell, sublicense, or white-label a Product without our written permission; or use a Product to build a competing product.
• User Content. You retain ownership of User Content you submit to a Product. You grant us a licence to host, store, process, and display that User Content solely as necessary to operate the Product for you.
• Suspension and termination. We may suspend or terminate your access to a Product for a material breach of these Terms, non-payment, or as required by law, generally with notice where practicable.
• Free trials and betas. Free trials, beta, or pre-release features are provided “as is”, may be changed or withdrawn at any time, and are excluded from any uptime or support commitments unless we state otherwise in writing.
• As specific Products launch, we will publish product-specific terms (covering matters such as subscription tiers, service levels, and data export rights) and link them from this section.

9. AI-generated output

Some of our Services or Products may use AI systems (including large language models) to help generate code, content, or other output.

• No guarantee of accuracy. AI-generated output may contain errors, omissions, or inaccuracies. We do not guarantee that AI-generated output is accurate, complete, fit for a particular purpose, or free of third-party rights issues.
• Your responsibility to review. You are responsible for reviewing, testing, and validating any AI-generated output before relying on it, deploying it to production, or using it in a regulated context.
• No training on client or user data without consent. We do not use Client Data or User Content to train or fine-tune AI models, except with the relevant party’s explicit written consent. See also our Privacy Policy, Section 6.

10. Confidentiality

Each party agrees to keep the other’s confidential information (including, for a client, its Client Data, and for us, our Pre-existing IP and methodologies) confidential, and to use it only for the purposes of the engagement, using at least the same degree of care it uses to protect its own confidential information of similar importance. This obligation does not apply to information that is or becomes public through no fault of the receiving party, was already known to the receiving party, or is required to be disclosed by law (in which case the receiving party will give notice where legally permitted).

11. Third-party services and links

The Site and our Products may link to, or integrate with, third-party services (for example, Google Analytics, Usercentrics, Brevo, and Supabase, as described in our Privacy Policy). We are not responsible for the content, accuracy, or practices of third-party services, and your use of them is governed by their own terms.

12. Warranties and disclaimers

• The Site and Products are provided “as is” and “as available”, without warranties of any kind, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law.
• Services carry the limited workmanship warranty, if any, expressly stated in the applicable SOW, and no other warranty unless agreed in writing.
• We do not warrant that the Site or Products will be uninterrupted, error-free, or secure.

13. Limitation of liability

To the maximum extent permitted by applicable law:

• Liability cap. Our total aggregate liability arising out of or relating to an engagement, the Site, or a Product, whether in contract, tort, or otherwise, is limited to the total fees paid by the client or user to us in the 12 months preceding the event giving rise to the claim (or, for the Site and any free-tier Product use, INR 10,000).
• Exclusion of indirect loss. Neither party is liable to the other for indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, data, or goodwill, even if advised of the possibility of such loss.
• Carve-outs. Nothing in these Terms limits or excludes either party’s liability for fraud, wilful misconduct, death or personal injury caused by negligence, or any other liability that cannot be limited or excluded under applicable law.

14. Indemnification

The client indemnifies us. The client agrees to indemnify, defend, and hold us harmless from and against any third-party claims, damages, liabilities, and reasonable legal costs arising from or relating to: (a) Client Data or any other content, instructions, or materials the client provides; (b) the client’s use of a Deliverable or Product in combination with any product, service, or data not supplied by us, where the claim would not have arisen but for that combination; (c) the client’s breach of these Terms or the applicable MSA/SOW; or (d) the client’s own products, services, or business.

Our indemnification is narrower. We agree to indemnify, defend, and hold the client harmless from third-party claims that a Deliverable, as delivered by us and used strictly in accordance with the applicable SOW and without modification, directly infringes a third party’s registered intellectual property rights - excluding, in every case, any claim arising from (i) modifications made by the client or a third party, (ii) combination with other products or services not supplied by us, (iii) open-source or third-party components (which remain governed by their own licences under Section 7), or (iv) the client’s own instructions, specifications, or Client Data.

Each party’s indemnification obligations under this section are subject to the liability cap in Section 13, except for the carve-outs stated there. The indemnified party must give the indemnifying party prompt written notice of the claim, and reasonable cooperation and control over its defence and settlement, to be entitled to indemnification.

15. Non-solicitation

During an engagement and for 12 months after its conclusion, the client agrees not to directly or indirectly solicit for hire, hire, or engage as a contractor, any of our employees or contractors who were materially involved in delivering that engagement, without our prior written consent. If the client breaches this section, the client agrees to pay us, as a genuine pre-estimate of our resourcing and replacement costs rather than a penalty, a sum equal to 30% of that individual’s first-year total compensation with the client.

16. Term, termination, and effect

• Website and Product terms apply for as long as you use the Site or hold an active Product account.
• Services run for the term stated in the applicable MSA/SOW.
• We may terminate or suspend an engagement immediately on written notice if the client fails to pay any undisputed amount when due and does not cure that failure within 7 days of our notice, or on 15 days’ written notice for any other uncured material breach by the client.
• The client may terminate an MSA/SOW for our uncured material breach, on 30 days’ written notice, giving us a reasonable opportunity to cure.
• Termination for convenience. If the client terminates an active SOW other than for our uncured material breach, the client remains liable for all fees for work performed to the date of termination, plus a wind-down fee equal to 20% of the remaining unbilled fees under that SOW, to cover resourcing already committed.
• Effect of termination. On termination, the client pays for all work performed and expenses reasonably incurred up to the termination date, plus any amount due under the termination-for-convenience provision above. We will hand over then-current Deliverables and reasonably assist with an orderly transition, subject to payment in full of all outstanding amounts. Sections that by their nature should survive termination (including confidentiality, IP ownership as already assigned, limitation of liability, non-solicitation, and dispute resolution) survive.

17. Force majeure

Neither party is liable for delay or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, government action, internet or utility outages, or failures of third-party service providers, provided the affected party promptly notifies the other and uses reasonable efforts to mitigate the impact.

18. Governing law and dispute resolution

• These Terms, and any dispute arising out of or relating to the Site, our Services, or our Products, are governed by the laws of India, without regard to conflict-of-laws principles.
• Good-faith negotiation. Before commencing formal proceedings, the parties will first attempt in good faith to resolve any dispute through negotiation between their respective senior representatives, for a period of 30 days.
• Arbitration. Any dispute not resolved through negotiation will be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, seated in Guwahati, Assam (the company’s registered state), conducted in the English language, by a sole arbitrator appointed by mutual agreement of the parties (or, failing agreement, as provided under the Act).
• Exclusive jurisdiction. Subject to the arbitration agreement above, the courts at Guwahati, Assam have exclusive jurisdiction over any matter not subject to arbitration (for example, applications for interim relief).

19. Export controls and sanctions

Where our Services or Products involve international clients or users, each party represents that it is not located in, under the control of, or a national or resident of, any country or territory subject to comprehensive sanctions, and is not on any restricted-party or denied-persons list maintained by the United Nations, India, the United States (OFAC), the European Union, or the United Kingdom. Each party agrees to comply with applicable export control and economic sanctions laws in connection with the engagement.

20. Miscellaneous

• Assignment. We may assign these Terms, or an MSA/SOW, without the client’s consent, including to an affiliate or to a successor in a merger, acquisition, or sale of substantially all assets. The client may not assign these Terms, or an MSA/SOW, without our prior written consent.
• Severability. If any provision of these Terms is held unenforceable, the remaining provisions continue in full force, and the unenforceable provision will be interpreted to best reflect the parties’ original intent.
• Waiver. No failure or delay in exercising a right under these Terms operates as a waiver of that right.
• Entire agreement. For Services, the applicable MSA and SOW, together with these Terms (to the extent not superseded), constitute the entire agreement between the parties for that engagement, superseding prior discussions or proposals on the same subject matter.
• Notices. Legal notices to us should be sent to the contact details in Section 21. We may send notices to you at the email address you’ve provided to us.
• Amendments. We may update these Terms from time to time by posting a revised version on the Site with an updated “Last updated” date. Your continued use of the Site or a Product after a revised version is posted constitutes acceptance of it. Material changes affecting an active MSA/SOW require the client’s written agreement to take effect for that engagement.

21. Contact

Questions about these Terms can be sent to hello@untitledbuild.com, or to:

Untitled Build Private Limited CIN: U62011AS2026PTC030913 India, Asia