Terms of Service

Udayan IT — a trading name of Udayan Chakma, LLC, a limited liability company registered in the State of Delaware, United States.

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1. About these Terms#

These Terms of Service ("Terms") govern the supply of website development, web application development and digital marketing services (the "Services") by Udayan Chakma, LLC, trading as Udayan IT ("Udayan IT", "we", "us", "our") to a business customer ("Client", "you", "your").

These Terms apply to every Proposal, Invoice, Project and retainer between us, unless we have both signed a separate written agreement that expressly replaces them.

Our Services are supplied to businesses, sole traders and organisations for business purposes only. They are not offered to consumers, and you confirm when you accept a Proposal that you are contracting in the course of a business.

2. Definitions#

3. How a contract is formed#

1. You request a quote or contact us. We may ask questions about your requirements before quoting.
2. We issue a Proposal to your Portal and by email. Every Proposal states the Scope, the Out-of-Scope items, the Deliverables, the Delivery Date, the Fees and the payment structure. A Proposal that does not contain all of these is not a valid Proposal and cannot be invoiced against.
3. A Proposal is valid for the period stated on it. If no period is stated, it expires fourteen (14) calendar days after it is issued. An expired Proposal may be reissued at then-current prices.
4. You accept the Proposal on your Portal. Before an Acceptance is recorded, you must confirm a one-time code sent to your email address, so that we can evidence who accepted and when.
5. A binding contract is formed at the moment your Acceptance is recorded. That contract consists of the accepted Proposal, these Terms, our Refund & Cancellation Policy, our Acceptable Use Policy and our Privacy Policy.
6. Work begins after the first Invoice for the Project has been paid and the funds have settled — see clause 6.

We do not use verbal agreements. Anything not recorded in an accepted Proposal or an accepted Change Order is not part of the contract.

4. Your acceptance of these Terms is recorded as evidence#

When you accept a Proposal, our systems permanently record: the complete text of the version of these Terms and of the Refund & Cancellation Policy in force at that moment, a SHA-256 hash of that text, the version number, the UTC timestamp, the IP address and the browser user agent used.

The version recorded at the moment of your Acceptance governs your Project for its entire duration, even if we publish a later version. We may amend these Terms for future Proposals at any time by publishing a new version; amendments never apply retrospectively to a Project already accepted.

5. Client access — no account, no login#

You do not create an account with us and you do not set a password. Your Project is reached through a private tokenised link, which we send to the email address you gave us.

Through that link you may: view your Proposal, accept your Proposal, pay an Invoice, accept a Delivery or request a revision, exchange messages with us, and download your files. Nothing else.

You are responsible for keeping your project link and your email account secure. Anyone with access to your link and your email inbox can act on your behalf. Tell us immediately at support@udayanit.com if you believe your link has been shared or your email has been compromised, and we will revoke the token and issue a new one.

6. Fees, invoicing and payment#

Currency. All Fees are stated, invoiced and payable in United States Dollars (USD). We do not invoice or accept payment in any other currency.

Payment before work begins. We are paid before we work. This is a fixed condition of our business and is not negotiable:

• Projects under USD 1,000 — the full Fee is invoiced and must be paid in a single upfront Invoice before work begins.
• Projects of USD 1,000 or more — the Fee is split into Milestones, by default 30% on acceptance, 30% at the agreed mid-point, 30% on delivery for review, and 10% on final Acceptance. Each Milestone Invoice must be paid before the work in that Milestone begins. The Proposal governs if it states a different split.
• Retainers — billed monthly in advance, on a recurring subscription, for the service period ahead.

How you pay. Every Invoice is paid on a secure payment page hosted by our payment processor, Stripe, Inc. Card details are entered only on Stripe's own pages. We never see, handle, transmit or store your full card number, and there is no card form anywhere on udayanit.com. We do not accept card details by email, message, phone or screenshot, and you must never send them to us.

You never enter an amount. We set every amount. There is no open payment field anywhere in our system. If anyone asks you to enter a payment amount of your own choosing on a page that appears to be ours, it is not ours — stop and contact support@udayanit.com.

Strong authentication. Payments above USD 500 require 3-D Secure authentication with your card issuer. Payments above USD 1,000 may require additional verification of your identity or your business before we begin work.

Payment terms. Invoices are due on receipt unless the Invoice states otherwise. We send reminders on days 2, 5 and 9. An unpaid Invoice expires on day 14, after which the Milestone or Project may be re-quoted at then-current prices and your place in our schedule is released.

Late payment. If an Invoice is unpaid on its due date, we may suspend all work on your Project and withhold all Deliverables and access until it is paid, and we may charge interest on the overdue amount at 1.5% per month or the maximum rate permitted by Delaware law, whichever is lower, from the due date until payment. Suspension for non-payment extends every Delivery Date by at least the length of the suspension.

Taxes and deductions. Fees are exclusive of any sales tax, VAT, GST, withholding tax or other tax that may apply in your jurisdiction. You are responsible for those, and you must pay us the full invoiced amount without set-off or deduction. If you are required by law to withhold any amount, you must increase the payment so that we receive the full invoiced Fee.

Bank and processing costs. Any fees charged to you by your bank, card issuer or currency provider are yours. Non-recoverable payment processing fees are treated as set out in the Refund & Cancellation Policy.

Pass-through costs. Domain registration, hosting, third-party licences, plugins, themes, stock assets, API subscriptions, SMS or email service costs and advertising spend are not included in our Fees unless the Proposal expressly says so. Where these are required, you pay them directly, or we invoice them to you at cost in advance.

7. Your responsibilities#

The Delivery Date in a Proposal assumes you do your part. You agree to:

• provide all content, text, images, logos, brand assets, product data and any other material we need, in a usable format, by the dates we agree;
• provide timely access to any accounts, hosting, domains, analytics, advertising accounts or third-party services the work requires, and to keep that access active for the duration of the Project;
• nominate one person with authority to approve work and give feedback, and tell us if that person changes;
• give feedback in a single consolidated response within five (5) business days of a Delivery Notification or a request for feedback;
• ensure you own, or are licensed to use, everything you give us, and that our use of it will not infringe anyone's rights or breach any law;
• comply with our Acceptable Use Policy.

Client delay. If you do not provide materials, access, approvals or feedback within the agreed time, every affected Delivery Date is extended by at least the length of the delay, and we may re-schedule your Project around other clients. If a Project is inactive on your side for thirty (30) consecutive calendar days, we may treat it as suspended and charge a reasonable re-activation fee to resume; if it is inactive for ninety (90) consecutive calendar days, we may terminate it under clause 15 and clause 4 of the Refund & Cancellation Policy applies.

8. Revisions and Change Orders#

There is a firm line between a revision and a change. Understanding it protects both of us.

Revisions are adjustments to work already delivered, within the Scope stated in the accepted Proposal — corrections, refinements to layout, colour, copy placement, spacing and similar changes to an agreed design or build.

Unless your Proposal says otherwise, each Deliverable includes two (2) rounds of consolidated revisions. Digital marketing creative includes one (1) round per asset. A "round" is one consolidated set of feedback, given together. Feedback delivered piecemeal over several days may be counted as several rounds. Revisions must be requested within the review window in clause 9.

Change Orders are anything outside the accepted Scope: new pages, new features, new screens, a new design direction after a design has been approved, a change of platform or technology, additional revision rounds beyond those included, additional integrations, or a change to anything expressly listed as Out-of-Scope in the Proposal.

Change Orders are always handled the same way: we describe the change in writing, price it, and state its effect on the Delivery Date. You accept it on your Portal, and it is invoiced and paid in advance under clause 6 before that work begins. No Change Order work is started on the strength of a message, a call or an assumption.

Requesting a Change Order does not entitle you to cancel the original Project or to a refund of Fees already paid.

9. Delivery, review and the 7-day acceptance rule#

When a Deliverable or Milestone is ready, we issue a Delivery Notification — recorded on your Portal with a UTC timestamp and sent to you in full by email.

You then have seven (7) calendar days from the timestamp of that Delivery Notification to either:

• accept the Delivery on your Portal; or
• request a revision on your Portal, describing specifically what does not match the accepted Scope.

If you do neither within those seven (7) calendar days, the Delivery is automatically and irrevocably deemed accepted. This is recorded permanently in our systems as a deemed Acceptance, with its timestamp, and it has exactly the same effect as an express Acceptance.

If you request a revision within the window, we carry out the revision (where it falls within Scope and within your included rounds) and issue a fresh Delivery Notification, which starts a new seven-day window. A revision request that is in fact a request for out-of-scope work is treated as a Change Order under clause 8, and the original seven-day window continues to run.

Acceptance — express or deemed — means the Deliverable meets the accepted Scope. After Acceptance, your remedy for defects is the warranty in clause 10, not a refund, and not unlimited further revisions.

Where a Deliverable is put into live commercial use by you — for example a site made public, or a campaign set live — it is deemed accepted on the date of that use, regardless of the review window.

10. Warranty — 30 days#

We warrant that for thirty (30) calendar days from Acceptance (express or deemed), each Deliverable will operate substantially as described in the accepted Proposal. If you report a defect within that period, we will correct it at no charge. This is your sole and exclusive remedy for defective work, and it is a remedy of repair — not of refund.

A defect means the Deliverable does not do what the accepted Scope says it does. The warranty does not cover:

• anything outside the accepted Scope, or anything requested as a new feature or improvement;
• faults caused by changes made by you or by anyone else after Acceptance, including edits to code, content, settings, themes or plugins;
• faults caused by third parties or by things outside our control — hosting, domain, network, browser or operating system updates, third-party APIs, plugins, themes, platform policy changes or service outages;
• content, data or materials you supplied;
• failures caused by lapsed licences, expired subscriptions, unpaid hosting or expired domains;
• performance of advertising campaigns, search rankings, traffic, conversions, revenue or any other outcome (see clause 12);
• work on a Project with any Fee outstanding.

After the warranty period, we are glad to help under a support or maintenance arrangement, quoted separately.

Except as expressly stated in this clause, and to the fullest extent permitted by law, all warranties, conditions and terms implied by statute or common law — including any implied warranty of merchantability, fitness for a particular purpose or non-infringement — are excluded, and Deliverables are otherwise provided "as is".

11. Intellectual property#

Ownership transfers only when we have been paid in full and the funds are irreversible. On receipt of final cleared payment of all Fees due for a Project — and provided no payment has been reversed, charged back or is subject to a pending dispute — we assign to you all rights we own in the final Deliverables produced specifically for you under that Project.

Until that moment, we retain all rights in everything we produce, and you have a limited, non-transferable, revocable licence to view and review the work solely for the purpose of approving it. You may not use, publish, deploy, copy, modify or commercially exploit any Deliverable before full payment has cleared. If a payment is later reversed or charged back, the assignment granted for that Project terminates automatically, and any licence to use the Deliverables ends immediately.

What does not transfer. We keep ownership of our pre-existing materials, tools, frameworks, libraries, code components, templates, methodologies, internal documentation and know-how, including anything we developed before your Project or independently of it. Where these are embedded in a Deliverable, we grant you a perpetual, worldwide, non-exclusive, royalty-free licence to use them as part of that Deliverable — but not to extract, resell or license them separately.

Third-party materials. Open-source components remain under their own licences. Commercial themes, plugins, fonts, stock images and similar assets are licensed, not sold; where possible they are licensed in your name, and you are responsible for renewing them. We are not liable for a third-party licence you fail to maintain.

Source files. Working files, drafts and rejected concepts are not Deliverables unless the Proposal says so.

Your materials. Everything you give us remains yours. You grant us a licence to use it for the purpose of performing the Services.

Portfolio. We may name you as a client and display non-confidential extracts of the work in our portfolio, case studies and marketing. Tell us in writing if you would rather we did not, and we will remove it. We never publish your confidential information, credentials, data or commercial figures.

12. Digital marketing — what we do and do not promise#

We provide skill, effort and industry-standard practice. We do not, and cannot, guarantee results.

We do not guarantee search rankings, traffic volume, impressions, clicks, leads, conversions, sales, revenue, return on ad spend, or the approval or continued operation of any advertising account. Anyone who guarantees these outcomes is not being honest with you. Any figures we discuss are estimates based on experience, not commitments.

Advertising spend is separate from our Fees and is paid by you directly to the advertising platform unless the Proposal says otherwise. You remain the account owner. You are responsible for compliance with each platform's policies, and for the legality and accuracy of the products, claims and content advertised. We are not liable for account suspensions, ad rejections, policy changes, algorithm changes or price changes imposed by any platform.

13. Confidentiality#

Each of us will keep the other's confidential information confidential, use it only for the purposes of the Project, and protect it with at least reasonable care. This does not apply to information that is public through no fault of the receiving party, was already lawfully known, is independently developed, or must be disclosed by law or court order. These obligations continue for three (3) years after the Project ends.

14. Data protection and credentials#

Our handling of personal data is described in our Privacy Policy. Where you give us access credentials to your systems, we use them only for the Project, keep them secure, and you should revoke them when the Project ends. You are responsible for maintaining your own backups of your systems and data; while we take reasonable care, we are not a backup service.

15. Suspension, cancellation and termination#

We may suspend work immediately if an Invoice is overdue, if a payment is reversed or disputed, if you breach the Acceptable Use Policy, if you are abusive to our team, or if we are required to by law or by our payment processor.

Either party may terminate a Project on written notice. The financial consequences — including the cancellation (kill) fee — are set out in full in our Refund & Cancellation Policy, which forms part of this contract. In summary, and without limiting that policy:

• Fees for work completed or in progress up to the date of cancellation remain payable in full.
• Amounts already paid for work that has begun are non-refundable.
• Where you cancel a Project after work has begun, a cancellation (kill) fee of 25% of the remaining, not-yet-invoiced value of the Project also becomes payable, to compensate us for the schedule capacity reserved for you and declined to others.
• Retainer periods already begun are not refunded.

We may terminate immediately if you are more than fourteen (14) days late paying an Invoice, if you initiate a chargeback in breach of clause 16, if you materially breach these Terms and do not fix it within seven (7) days of being asked to, or if you become insolvent.

On termination: all outstanding Fees become immediately due; licences to unpaid work end; no ownership passes in anything not paid for in full; and clauses 4, 10, 11, 13, 16, 17, 18 and 21 survive.

16. Disputes and chargebacks — talk to us first#

If you are unhappy with anything, contact support@udayanit.com with your Project Code. We respond to support enquiries within 24 hours, and we will work with you in good faith to resolve the issue.

You agree to raise any concern with us and allow us at least seven (7) days to resolve it before initiating a chargeback or payment dispute with your card issuer or bank.

Initiating a chargeback for a payment properly due — including one where the work was delivered and accepted, expressly or by deemed acceptance under clause 9 — is a material breach of these Terms. In that event we may: suspend or terminate the Project immediately; revoke every licence and any transfer of intellectual property for the affected work; withhold or take offline any Deliverable; and recover from you the disputed amount, all processor dispute fees, and our reasonable costs of collection, including legal fees permitted by Delaware law.

We maintain a complete evidence record for every Project — the accepted Proposal, the terms text you accepted with its hash and timestamp, IP address and user agent, the full message thread, delivery notifications, acceptance and auto-acceptance records, invoices and payment records — and we submit it in full to the card network in response to any dispute.

17. Limitation of liability#

Nothing in these Terms limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability that cannot lawfully be limited.

Subject to that, and to the fullest extent permitted by law:

1. Neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for loss of profit, revenue, business, goodwill, anticipated savings, data or opportunity, however arising, even if advised of the possibility.
2. Our total aggregate liability arising out of or in connection with a Project — in contract, tort (including negligence), statute or otherwise — is limited to the total Fees actually paid by you to us for that Project in the twelve (12) months preceding the event giving rise to the claim. For Retainers, the cap is the total Retainer Fees you paid in that same twelve-month period.
3. We are not liable for any act, omission, outage, policy change, price change or failure of any third-party service, platform, host, registrar, plugin, library or payment provider.
4. Any claim must be brought within twelve (12) months of the event giving rise to it, after which it is permanently barred.

18. Indemnity#

You will indemnify us against all claims, losses, damages and reasonable costs arising from: any content, data, material or instruction you supply; your use of a Deliverable after it leaves our control; your breach of these Terms or the Acceptable Use Policy; your breach of any third-party right or of any law; or any claim that our use of your materials infringed a third party's rights.

19. Force majeure#

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, civil unrest, epidemic, government action, strikes, failure of utilities, internet or telecommunications infrastructure, or failure of a third-party platform or payment provider. Delivery Dates are extended accordingly. If such an event continues for more than sixty (60) days, either party may terminate and clause 5 of the Refund & Cancellation Policy applies.

20. Notices and communication#

Our Portal is the official record of the Project. Every message we send you is also delivered in full by email, and every message you send us on the Portal is recorded with a timestamp against your Project Code.

Formal notices must be sent to support@udayanit.com and are deemed received on the next business day. We will send notices to the email address on your Project. It is your responsibility to keep that address current and monitored; notices sent to it are effective even if you do not read them. Messages exchanged through other channels — social media, messaging apps, phone calls — are not part of the contractual record and are not binding on either of us.

21. General#

Order of precedence. If there is a conflict, the accepted Proposal prevails over these Terms in relation to Scope, Fees, Deliverables and Delivery Dates; these Terms prevail in all other respects. The Refund & Cancellation Policy, Acceptable Use Policy, Delivery Policy, Privacy Policy and Cookie Policy are incorporated by reference.

Entire agreement. The accepted Proposal together with these incorporated policies is the entire agreement between us, and replaces all prior discussions, quotes, emails and representations.

Independent contractor. We are an independent contractor. Nothing creates a partnership, joint venture, agency or employment relationship, and neither party may bind the other.

Non-solicitation. During a Project and for twelve (12) months afterwards, you will not directly solicit for employment or engagement any member of our team who worked on your Project, without our written consent.

Assignment. You may not assign or transfer this contract without our written consent. We may assign it to a successor of our business.

Subcontracting. We may use subcontractors, and we remain fully responsible for their work.

Waiver and severability. A failure to enforce any provision is not a waiver of it. If any provision is held unenforceable, it is modified to the minimum extent necessary or severed, and the rest remains in force.

Third parties. No one other than you and us has any right to enforce these Terms.

22. Governing law and jurisdiction#

These Terms, and any dispute or claim arising out of or in connection with them or their subject matter (including non-contractual disputes), are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

You and we submit to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware, and waive any objection to that venue on grounds of inconvenient forum. Nothing prevents either party from seeking injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

Each party irrevocably waives any right to a jury trial in any proceeding arising out of these Terms. Any dispute must be brought in an individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding.

23. Changes to these Terms#

We may publish a new version of these Terms at any time. The version in force when you accept a Proposal governs that Project for its whole life, and the complete text of that version is stored in our systems against your Acceptance. Changes never apply retrospectively. The current version is always published at https://udayanit.com/terms.

24. Contact#

Udayan IT — a trading name of Udayan Chakma, LLC 1111b South Governors Avenue, STE 20887, Dover, DE 19904, United States Email: support@udayanit.com · Phone: +1 (302) 580-8233

We respond to support enquiries within 24 hours.

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Terms of Service v1.0 — effective 17 August 2026.