Terms & Conditions

A · About these terms

1. Who we are

Miracuves Solutions Private Limited ("Miracuves", "we", "us", "our") is a software development company incorporated in India, with its registered office in Mumbai, Maharashtra. Our identifiers are set out at the foot of this page.

2. Scope of these terms

These Terms & Conditions ("Terms") apply to: your use of miracuves.com; any enquiry, proposal, quotation, or order; and the supply by us of software products and development services ("Services").

By using this website, requesting a proposal, or placing an order, you accept these Terms. If you are acting for a business, you confirm you have authority to bind it.

3. Our other documents, and which prevails

These Terms sit alongside:

• End User Licence Agreement — the licence for software we supply;
• Support Policy — what support is provided, and its limits;
• Refund Policy — when a refund is issued;
• Privacy Policy — how personal data is handled;
• Legal Notice & Disclaimer — website content and third-party names.

4. Changes to these terms

We may amend these Terms. The version applying to your engagement is the version published at the date of your Order. Continued use of this website following any change constitutes acceptance of the amended Terms for website use.

B · Using this website

5. Permitted use of this website

You may use this website to learn about our products and services, request information, and place orders. You may view and print pages for your own reference.

6. Prohibited use

You may not: use this website unlawfully or fraudulently; attempt to gain unauthorised access to any part of it or to any server; introduce malware or any harmful code; scrape, harvest, or systematically extract content; interfere with its operation or security; misrepresent your identity or affiliation; or use it to infringe any person's rights.

We may suspend or withdraw access to this website, in whole or part, without notice.

7. Accounts and credentials

Where you hold an account with us, you are responsible for keeping credentials confidential and for all activity conducted under them. Notify us promptly at support@miracuves.com of any suspected unauthorised access.

8. Website content and intellectual property

All content on this website — text, graphics, images, video, layout, and code — is owned by Miracuves or its licensors and is protected by intellectual property law. You may not reproduce, republish, distribute, or create derivative works from it without our prior written consent.

Third-party names appearing on this website are used descriptively. Please see our Legal Notice & Disclaimer.

C · Engaging us

9. Enquiries, proposals and quotations

Prices published on this website are indicative starting prices for standard configurations. They are not offers and do not constitute a binding quotation.

A written proposal or quotation issued by us is valid for 30 days from its date unless stated otherwise, and is subject to withdrawal or revision before acceptance.

10. How a contract is formed

A contract is formed when we confirm your order in writing, or when we receive payment or the agreed initial instalment, whichever is earlier. Placing an order is an offer by you; it is not binding on us until confirmed.

We may decline any order at our discretion, including where the intended use appears unlawful, high-risk, or outside our capability. Where we decline, any amount received is refunded in full.

11. Scope of work

What we supply is defined by your Order, proposal, or statement of work, read with the corresponding product demonstration where applicable.

Anything not expressly included is out of scope. Features shown in a demo but excluded in writing from your Order are not included. Where scope is ambiguous, we will confirm it in writing before work proceeds.

12. Change requests

Requests to add, remove, or alter scope after work has commenced are change requests. We will provide the cost and timeline impact in writing; work proceeds on your written approval.

A change of business direction, strategy, or requirements after commencement is a change request, not a defect and not a delivery failure.

13. Timelines and dependencies

Timelines stated on this website, in proposals, or in project plans are estimates based on a standard configuration and timely receipt of your inputs. They are not time-of-the-essence commitments unless expressly agreed in writing.

14. Acceptance

Where a statement of work sets out acceptance criteria, deliverables are reviewed against those criteria. You must notify us of any non-conformity within 7 business days of submission, failing which the deliverable is deemed accepted.

Use of a deliverable in live operation constitutes acceptance.

D · Commercial terms

15. Fees and currency

Fees are those stated in your Order. Unless stated otherwise, fees are quoted exclusive of taxes, duties, bank charges, and third-party costs, and are payable in the currency stated.

Where payment is made in a currency other than that of the Order, you bear any exchange rate difference and conversion charges.

16. Taxes and duties

Fees are exclusive of Goods and Services Tax and any other applicable tax, levy, or duty, which are charged in addition where applicable.

Where you are required by law to withhold or deduct any amount, the sum payable is increased so that we receive the amount we would have received had no withholding been required. You must provide withholding tax certificates promptly on request.

17. Payment terms

Payment terms depend on what you are purchasing. The following apply unless your Order or signed agreement expressly states otherwise.

Silence means the default applies. Where your Order does not state a payment schedule, the applicable default above governs, and no instalment arrangement is implied.

Invoices are payable within 7 days of issue. All bank charges, gateway fees, and transfer costs are payable by you. Payment is not considered made until cleared funds are received by us.

18. Late payment and suspension

19. Third-party costs

Hosting, domains, app store developer accounts, payment gateways, SMS and email services, mapping, storage, push notification services, and similar third-party costs are your responsibility and are not included in our fees unless expressly stated.

Where we incur a third-party cost on your behalf with your approval, it is recharged at cost plus any stated handling fee.

20. Refunds

Refunds are governed by our Refund Policy, which forms part of these Terms.

E · Delivery, licence and support

21. Delivery

Delivery has the meaning given in the End User Licence Agreement. In summary, delivery occurs when we make the solution available to you, or when we notify you that it is ready and completion is awaiting your inputs — not when an app store approves an application, and not when you are ready to begin trading.

22. Software licence

Software supplied by us is licensed, not sold, on the terms of the End User Licence Agreement. That Agreement governs licence scope, restrictions, source code, warranties, indemnity, and liability in respect of the software, and prevails over these Terms on those subjects.

23. Support

Support is provided in accordance with our Support Policy — 60 days from Delivery, Monday to Friday IST, subject to the exclusions stated there.

24. Your responsibilities

You are responsible for: providing accurate requirements, assets, content, and approvals in good time; nominating a single point of contact with authority to decide; procuring and paying for hosting, accounts, and third-party services; the lawfulness of your intended business, branding, and content; obtaining any licence or regulatory authorisation your business requires; and maintaining your own backups.

F · Confidentiality, IP and people

25. Confidentiality

Each party may receive confidential information from the other. Each party will keep such information confidential, use it only for the purposes of the engagement, and disclose it only to personnel and contractors who need it and are bound by equivalent obligations.

These obligations do not apply to information that is public through no breach, was already lawfully held, is independently developed, or must be disclosed by law. They survive termination for three (3) years.

26. Intellectual property in deliverables

Miracuves retains all intellectual property in its pre-existing materials, frameworks, libraries, tools, know-how, and product code, including any improvement or derivative of them.

You receive the licence set out in the End User Licence Agreement. Where a statement of work provides for assignment of specific bespoke deliverables, that assignment takes effect only on receipt of payment in full, and does not extend to our pre-existing or reusable materials.

You retain ownership of content, data, trademarks, and materials you supply, and grant us a licence to use them for the purpose of performing the Services.

27. Non-solicitation of personnel

28. Publicity and portfolio

Unless you notify us otherwise in writing, we may identify you as a client and describe the work at a general level in our portfolio, case studies, and marketing, and may use your name and logo for that purpose.

We will not disclose confidential commercial details, and we will honour any confidentiality agreement between us. You may withdraw this permission at any time by written notice, and we will remove the reference within a reasonable period.

29. Data protection

Personal data is handled in accordance with our Privacy Policy. Where we process personal data on your behalf in performing the Services, you act as controller and we act as processor, on the terms set out in that policy.

G · Risk and liability

30. Warranties and disclaimers

We warrant that the Services will be performed with reasonable care and skill by suitably experienced personnel.

Save as expressly stated, and to the fullest extent permitted by law, all other warranties, conditions, and terms, whether express, implied, or statutory, are excluded — including merchantability, fitness for a particular purpose, and non-infringement.

We do not warrant that any deliverable will be uninterrupted or error-free, will achieve any commercial result, will be approved by any app store or regulator, or will be compliant with the law of any jurisdiction.

31. Indemnification

32. Limitation of liability

Nothing in these Terms excludes or limits liability for fraud or fraudulent misrepresentation, death or personal injury caused by negligence, gross negligence or wilful misconduct, or any liability that cannot lawfully be excluded.

Subject to that, and to the fullest extent permitted by law, we shall not be liable for indirect, consequential, special, incidental, exemplary, or punitive loss, including loss of profits, revenue, business, contracts, anticipated savings, goodwill, reputation, opportunity, or data; business interruption; regulatory fines; the cost of substitute services; or loss arising from third-party services or app store decisions.

33. Force majeure

Neither party is liable for failure or delay arising from circumstances beyond its reasonable control, including acts of God, natural disaster, epidemic, war, civil unrest, terrorism, industrial action, governmental action, failure of utilities, telecommunications, internet, hosting, or third-party services, or cyber attack. Payment obligations are not excused by this clause.

H · Term, disputes and general

34. Term and termination

These Terms apply from your first use of this website or engagement with us and continue until terminated.

Either party may terminate an engagement on written notice if the other commits a material breach and fails to remedy it within fourteen (14) days of notice, or becomes insolvent or subject to winding-up proceedings.

We may terminate immediately where you breach clause 6, clause 18 (persistent non-payment), or the restrictions in the End User Licence Agreement.

35. Consequences of termination

On termination: all sums due become immediately payable; we invoice for work performed and costs committed up to termination; licences granted are unaffected where fees have been paid in full, and terminate where they have not; and each party returns or destroys the other's confidential information on request.

Clauses 8, 15–20, 25–28, 30–33 and 36–39 survive termination.

36. Dispute resolution

Step 1 — discussion. Either party may give written notice of a dispute. Senior representatives will discuss it in good faith and attempt resolution within thirty (30) days.

Step 2 — arbitration. If unresolved, the dispute is referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, before a sole arbitrator appointed by agreement or, failing agreement, in accordance with that Act. The seat and venue of arbitration is Mumbai, Maharashtra, India and the language is English. The award is final and binding.

Nothing in this clause prevents either party from applying to a court for urgent interim or injunctive relief, including to protect confidential information or intellectual property.

37. Governing law and jurisdiction

38. Notices

Notices to us should be sent to legal@miracuves.com and, where the matter is contractual, copied to your project contact. Notices to you are sent to the email address on your Order. Email notice is deemed received on the next business day.

39. General

Entire agreement. These Terms, with the documents listed in clause 3 and your Order, form the entire agreement between us and supersede all prior discussions and representations. You confirm you have not relied on any statement, demonstration, or projection not expressly set out in them.

Severability. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it valid while preserving its intent; only where modification is not possible shall it be severed, with the remainder continuing in force.

Waiver. No failure or delay in exercising a right operates as a waiver.

Assignment. You may not assign or transfer your rights without our prior written consent. We may assign or subcontract, remaining responsible for subcontracted work.

No partnership. Nothing in these Terms creates any partnership, joint venture, agency, or employment relationship.

Third parties. No person other than the parties has any right to enforce these Terms.

Language. These Terms are published in English; where a translation is provided, the English version prevails.