1. Introduction and Agreement to Terms

Welcome to Devroox ("we," "us," "our"). Our services, including website design, software development, and other digital solutions (the "Services"), are provided by Devroox as an authorized reseller. By accessing our services, engaging us for a project, or clicking to accept these Terms and Conditions ("Terms"), you, the "Client" or "End-Customer," agree to be bound by this legally binding agreement. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

2. Definitions

• "Devroox" (Reseller): The company providing sales, project management, and client liaison services, located at Balaji Prime Villas, Chitrakoot, Jaipur (GST: 08PUNDS4792F1CR).
• "Service Provider" or "MoR": UPLEF FZ-LLC, the principal provider of the underlying technical infrastructure, software, and development services. UPLEF FZ-LLC is the Merchant of Record (MoR).
• "Services": The IT and digital services offered by Devroox, including but not limited to web development, custom software, UI/UX design, and digital product development, as provided by the Service Provider.
• "Merchant of Record (MoR)": The legally recognized entity selling the Services to you. The Merchant of Record for all Services sold through Devroox is UPLEF FZ-LLC.
• "Invoice": The legally binding digital invoice issued by UPLEF FZ-LLC as the Merchant of Record.
• "Project Proposal": A document outlining the specific scope, deliverables, timelines, and fees for a service.

3. The Merchant of Record Model and Your Direct Contract

3.1. Acknowledgment of MoR Structure

• The contractual sale of the Services is a direct relationship between you and UPLEF FZ-LLC as the Merchant of Record (MoR).
• Devroox acts as an independent reseller and your primary point of contact, facilitating the sale and providing project management.
• The legally binding contract for the Services is comprised of (i) these Terms, and (ii) the End User License Agreement / Terms of Service ("EULA/ToS") of UPLEF FZ-LLC, which you will be required to accept prior to service commencement.

3.2. Implications of the MoR Model

• Payment processing and liability for chargebacks or fraudulent transactions.
• Calculating, collecting, and remitting all applicable sales taxes, VAT, GST, and other indirect taxes based on your location.
• Regulatory compliance for the sale, including consumer protection and data privacy laws.
• Acting as the Data Controller for personal data collected during the transaction and service provisioning.

4. Services and Project Initiation

4.1. Project Proposal

The specific scope, deliverables, timelines, and fees for any Service will be defined in a Project Proposal presented to you by Devroox. The Project Proposal, once accepted by you, becomes an integral part of this Agreement.

4.2. Commencement of Work

A project is officially considered "commenced" upon Devroox's receipt of: (i) a signed Project Proposal, (ii) your acceptance of these Terms and the Service Provider's EULA/ToS, and (iii) receipt of the first invoice payment by the Merchant of Record.

5. Client Responsibilities

• Provide all necessary materials, content, text, images, branding assets, and data in a timely manner and in the required digital formats.
• Appoint a single point of contact authorized to provide feedback and make decisions on your behalf.
• Provide clear, consolidated, and timely feedback at each review stage as outlined in the Project Proposal. Delays in feedback may impact project timelines.
• Grant necessary administrative access to systems, platforms, and servers (e.g., hosting accounts, CMS logins) required for service delivery.

6. Invoicing and Payment

6.1. Invoice Generation

All payments for Services will be processed through the MoR framework. Devroox will facilitate the creation of a digital Invoice through UPLEF FZ-LLC's system. This Invoice is issued by UPLEF FZ-LLC as the MoR.

6.2. Payment Terms

You agree to pay all invoices by the due date specified. Payments must be made in the currency stated on the Invoice via the methods provided by the MoR's payment gateway.

6.3. Consequences of Non-Payment

Failure to pay invoices by the due date may result in the immediate suspension of Services and termination of your access. Re-activation of suspended services may incur a fee.

7. Intellectual Property Rights

7.1. Service Provider IP

UPLEF FZ-LLC retains all right, title, and interest in and to its pre-existing software, platforms, technologies, source code, and all related intellectual property.

7.2. Your IP

You retain all right, title, and interest in the materials, data, and branding you provide to Devroox for the purpose of the project.

7.3. Deliverables

Upon full payment of all fees due, you will receive a perpetual, non-exclusive license to use the final deliverables as defined in the Project Proposal and EULA/ToS. Ownership of the underlying code and platform remains with UPLEF FZ-LLC.

8. Disclaimer of Warranties and Limitation of Liability

8.1. Disclaimer

THE SERVICES ARE PROVIDED BY THE SERVICE PROVIDER ON AN "AS IS" AND "AS AVAILABLE" BASIS. DEVROOX, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, express or implied, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8.2. Limitation of Liability

DEVROOX'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO THE MERCHANT OF RECORD FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM IN THE SIX (6) MONTHS PRIOR TO THE EVENT. IN NO EVENT SHALL DEVROOX BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.

9. Confidentiality

Both parties agree to maintain the confidentiality of the other's proprietary and confidential information and not to use or disclose it except as necessary to perform under these Terms. This obligation shall survive the termination of these Terms.

10. Termination

10.1. Termination for Cause

Either party may terminate these Terms for material breach upon 30 days' written notice to the other party, provided the breach is not cured within that period.

10.2. Effects of Termination

Upon termination, you must cease all use of the Services. All unpaid fees for services rendered up to the termination date will become immediately due and payable.

11. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of India. Any disputes shall be subject to the exclusive jurisdiction of the courts in Jaipur, Rajasthan, India.

12. Contact Information

Devroox
Balaji Prime Villas
Chitrakoot, Jaipur
GST: 08PUNDS4792F1CR
Email: [email protected]