These Terms & Conditions govern the provision of services by Miraco Digital Solutions Ltd, registered in England & Wales, operating from the UK and outsourcing internal services to India. They are intended to protect Miraco and its clients comprehensively, leaving no loopholes.
1. Interpretation & Definitions
- ▹"Services" means the design, branding, website, and digital work Miraco agrees to provide.
- ▹"Deliverables" means the final outputs delivered to the Client as agreed.
- ▹"Confidential Information" includes non-public business data.
- ▹"Intellectual Property Rights" include copyrights, trademarks, patents, etc.
2. Scope & Acceptance
- ▹Work begins only once a Proposal/Statement of Work (SOW) is agreed and deposit paid.
- ▹Changes outside scope require written approval and may incur additional fees.
3. Fees, Payment & Refunds
- ▹Deposits are non-refundable once work begins.
- ▹Late payments may incur interest at 4% above Bank of England base rate.
- ▹Cancellation requires payment for all work up to date.
4. Delivery & Acceptance
- ▹Drafts delivered per milestones.
- ▹Client must provide feedback within 5 business days, else deemed accepted.
5. Intellectual Property
- ▹Upon full payment, IP in final deliverables is assigned to Client (excluding third-party materials).
- ▹Miraco retains right to showcase work in portfolios.
6. Confidentiality
Both parties agree to strict confidentiality for 5 years after termination.
7. Warranties & Disclaimers
- ▹Miraco warrants deliverables conform to specifications for 30 days.
- ▹No guarantee websites/software will be error-free.
8. Liability & Indemnities
- ▹Liability is capped at fees paid by Client.
- ▹No liability for indirect or consequential loss.
- ▹Client indemnifies Miraco against third-party claims from Client content.
9. Subcontracting & Outsourcing
Miraco may subcontract services (including in India) but retains full responsibility.
10. Termination
- ▹Either party may terminate for material breach with 14 days' notice.
- ▹Client must pay for work completed.
11. Force Majeure
Neither party is liable for delays caused by events beyond control.
12. Data Protection
- ▹Compliance with UK GDPR and Indian data protection laws.
- ▹Client responsible for lawful instructions.
13. Governing Law & Disputes
Governed by English law. Exclusive jurisdiction of courts of England & Wales.
14. Miscellaneous
Entire agreement, severability, assignment restrictions, notices in writing.
By engaging Miraco Digital Solutions Ltd, you acknowledge acceptance of these Terms & Conditions.