Terms of Engagement

1.The agreement

The agreement between you (the client named in the proposal) and Alphacroft LLP consists of the accepted proposal, these Terms of Engagement, and any change agreed in writing afterwards. In a conflict, the proposal prevails over these terms, and a later written change prevails over both.

Acceptance is given online: the person accepting types their name, signs, and confirms they are authorised to act for the client. We record the name, signature, time and IP address and send the signed PDF to the client's email. Electronic acceptance in this form is binding, as recognised by the UK Electronic Communications Act 2000 and the Indian Information Technology Act 2000; no paper signature is required.

2.Scope, acceptance and changes

The proposal defines the scope as numbered sections, each with deliverables and acceptance criteria. A section is complete when its acceptance criteria are met and the client confirms this in the portal, or when ten business days pass after delivery without a written objection.

Anything not in the proposal is a change. Changes are described, priced and agreed in writing before work on them begins. Optional upgrades listed in the proposal may be added at the price shown, before or after launch, by written confirmation.

The client provides content, decisions, access and approvals within five business days of a request. Delays move the timeline by the same amount; they do not change the price.

3.Fees and payment

Fees are fixed for the scope in the proposal and stated exclusive of taxes. Alphacroft LLP is registered in India; services supplied to clients outside India are zero-rated exports under Indian GST, and no Indian GST is charged. Clients are responsible for any tax due in their own jurisdiction, such as reverse-charge VAT where it applies.

Invoices are issued through the client portal and paid by bank transfer to the account shown on the invoice, using the invoice number as reference. Where the proposal sets a payment plan, that plan applies; otherwise invoices are due 14 days from issue. Every payment is recorded against the invoice and visible in the portal.

Third-party running costs (hosting, databases, video storage, domains, payment processing, SMS or email delivery) are paid by the client directly to the provider unless the proposal says otherwise. We set these accounts up in the client's name.

4.Ownership and licences

On payment in full, the client owns the deliverables: source code written for the project, documentation, designs, data, and the hosting, database and service accounts created for it. Alphacroft keeps no lock-in and no licence fee.

Alphacroft retains ownership of its pre-existing tools, libraries and know-how used to build the deliverables, and grants the client a perpetual, royalty-free licence to use them as part of the deliverables. Open-source components remain under their own licences.

Until payment in full, the deliverables are licensed to the client for evaluation and testing only.

5.Warranty and support

After launch, Alphacroft fixes anything that does not work as described in the proposal's acceptance criteria, at no charge, for the warranty period stated in the proposal (90 days if the proposal is silent). The warranty covers defects, not new requirements, changes in third-party services, or problems caused by changes the client or others make to the code or infrastructure.

Ongoing care (updates, monitoring, backups, support) is available as a monthly plan when the proposal offers one. It can be cancelled at the end of any month.

6.Confidentiality and data protection

Each party keeps the other's non-public information confidential and uses it only for the project. This survives the end of the engagement.

Where Alphacroft processes personal data on the client's behalf (for example, student or customer records in a system we build or host for you), the client is the controller and Alphacroft the processor. We process only on the client's instructions, keep the data in the region agreed in the proposal, apply appropriate security, assist with data-subject requests, and delete or return the data at the end of the engagement. A fuller data-processing schedule is available on request and forms part of these terms when signed.

Alphacroft may name the client and describe the project in general terms as a reference unless the client asks us not to.

7.Liability

Each party's total liability under the agreement is capped at the fees paid for the project. Neither party is liable for indirect or consequential loss, lost profit, or loss of data caused by the other party's systems. Nothing limits liability for fraud, death or personal injury, or anything that cannot be limited by law.

Deliverables are provided for the purposes described in the proposal. The client is responsible for its own regulatory compliance in how it uses them.

8.Ending the engagement

Either party may end the engagement with 14 days' written notice. The client pays for work completed to the date of termination, pro rata against the proposal's sections, and receives the deliverables completed to that date on payment. Prepaid amounts for work not yet started are refunded.

Either party may end the engagement immediately if the other commits a material breach and does not remedy it within 14 days of written notice.

9.General

Neither party is liable for delay caused by events beyond its reasonable control. Notices are given by email to the addresses on the proposal and the portal. Neither party may assign the agreement without the other's consent, except to a successor of its business.

The agreement is governed by the laws of India. Both parties will first try to resolve any dispute by discussion within 30 days; failing that, the courts of Chennai, Tamil Nadu have jurisdiction. Where consumer or local law gives the client rights that cannot be excluded, those rights are unaffected.

10.Status of this document

Drafted by Alphacroft and scheduled for external counsel review; this line updates when that completes. Each accepted proposal records the version of these terms in force on the day of acceptance (see 'Last updated' above). Questions: hello@alphacroft.com.