Terms of Service

1. Eligibility

To engage our services, you represent and warrant that:

• You are at least eighteen (18) years of age or otherwise have the legal capacity to enter into a binding agreement.
• You have the authority to enter into this agreement on behalf of yourself or the organization you represent.
• All information provided to Uptra Labs is accurate, complete, and up to date.
• Your use of our services complies with all applicable laws and regulations.

If you are acting on behalf of a business or organization, you confirm that you have the authority to bind that entity to these Terms.

2. Scope of Services

Depending on the engagement, Uptra Labs may provide one or more of the following services:

The exact scope of each project shall be defined in a Proposal, Quotation, Statement of Work (SOW), Project Specification, Purchase Order, Email Confirmation, or any other written agreement accepted by both parties. Any document accepted by both parties shall form part of these Terms.

3. Nature of Relationship

Uptra Labs acts solely as an independent technology service provider. Nothing contained in these Terms shall create or imply:

• a partnership;
• a joint venture;
• an employer-employee relationship;
• an agency relationship;
• a franchise;
• a fiduciary relationship; or
• any ownership interest between Uptra Labs and the Client.

Uptra Labs provides professional technology services only and does not participate in the ownership, management, operation, or commercial decision-making of the Client's business unless expressly agreed in writing.

4. Project Scope Limitations

The scope of every engagement shall be limited to the services expressly agreed upon in writing. Unless specifically included in the agreed proposal, the following services are excluded:

Any work outside the agreed scope shall be treated as a Change Request and may require additional fees and revised delivery timelines.

5. Change Requests

The Client may request modifications or additional work after the project has commenced. Uptra Labs reserves the right to:

• determine whether the request falls outside the agreed scope;
• estimate the additional effort required;
• revise pricing;
• revise delivery timelines; and
• decline requests that are technically infeasible or outside our area of expertise.

No Change Request shall commence until both parties agree to the revised scope, pricing, and schedule.

6. Client Responsibilities

The Client agrees to:

• provide complete, accurate, and lawful information required for the project;
• supply all necessary content, including text, images, videos, logos, branding assets, and documents;
• provide timely feedback and approvals;
• maintain communication throughout the project;
• provide required access credentials where necessary;
• ensure that all supplied materials are owned by or properly licensed to the Client;
• review deliverables within the agreed review period; and
• cooperate in good faith to facilitate successful project completion.

The Client is solely responsible for ensuring that any content supplied to Uptra Labs does not infringe the intellectual property or other legal rights of any third party.

7. Project Timeline

Any estimated project timeline is based upon:

• timely communication;
• timely content delivery;
• prompt approvals;
• uninterrupted access to required systems; and
• availability of third-party services where applicable.

Project timelines may be extended due to delayed client responses, incomplete project requirements, additional change requests, third-party service outages, force majeure events, or circumstances beyond the reasonable control of Uptra Labs. Revised delivery dates shall replace previous estimates where communicated to the Client.

8. Communication

Official project communications may occur through:

• Email
• Video meetings
• Telephone
• Approved messaging platforms
• Project management software

Instructions received from the Client through approved communication channels may be relied upon by Uptra Labs for project execution. The Client is responsible for ensuring that only authorized representatives communicate binding project decisions.

9. Acceptance of Deliverables

A deliverable shall be considered accepted if:

• the Client provides written approval;
• the Client authorizes deployment;
• the Client begins using the deliverable in production;
• the Client makes the final payment after delivery; or
• no material objections are raised within seven (7) business days after delivery.

Minor design preferences, subjective opinions, or cosmetic issues that do not materially affect agreed functionality shall not constitute valid grounds for rejecting completed work.

10. Client Content

The Client retains ownership of all content, trademarks, logos, documents, images, videos, databases, and other materials supplied to Uptra Labs. The Client grants Uptra Labs a limited, non-exclusive, revocable license to use such materials solely for the purpose of providing the agreed services.

The Client represents and warrants that it possesses all necessary rights, licenses, and permissions to provide such materials.

11. Intellectual Property

Unless otherwise agreed in writing, ownership of the final project deliverables shall transfer to the Client only after full payment of all outstanding invoices.

Uptra Labs retains ownership of:

• internal development methodologies
• reusable source code
• software libraries
• automation frameworks
• development tools
• scripts
• templates
• utilities
• deployment workflows
• proprietary documentation
• pre-existing IP before project start

Nothing in these Terms transfers ownership of Uptra Labs' pre-existing intellectual property.