COMMERCIAL GOVERNANCE & SOW TERMS

Terms of Service

Last updated: October 2026. Standard commercial conditions governing all software engineering, AI deployment, VAPT auditing, and architecture engagements executed by UraanTech.

Key Commercial Terms at a Glance

  • Conditional IP Assignment: Custom code and deliverables transfer to the Client strictly upon 100% receipt of cleared milestone funds. UraanTech withholds all IP rights until full payment.
  • Scope Containment: Features or changes outside the agreed Statement of Work (SOW) require a written Change Order at architectural hourly rates ($75–$150/hr).
  • 7-Day Deemed Acceptance: Sprints and deliverables submitted for review are deemed 100% accepted if no itemized written defects are submitted within 7 calendar days.
  • Liability Cap: UraanTech' aggregate liability for any engagement is strictly capped at the fees actually received for the specific milestone in dispute.

1. Scope of Agreement & Contractual Hierarchy

These Terms of Service ("Terms") constitute a legally binding agreement between UraanTech ("Studio", "Agency", "we", "us") and the ordering entity ("Client", "Customer", "you"). All projects, architecture discovery calls, and software deployments are executed pursuant to a Statement of Work (SOW) or proposal. In the event of any ambiguity, the signed SOW governs milestone specifics, while these Terms govern all payments, IP retention, liability, and dispute proceedings.

2. Milestone Payments, Deposits & Stop-Work Rights

Engineering sprints and technical allocations are scheduled based on clear financial commitments:

  • Non-Refundable Onboarding Deposits: Project initiation requires an initial deposit (typically 30% to 50% of the SOW valuation). All deposits and sprint disbursements are strictly non-refundable once architectural work or engineering allocations have commenced.
  • Invoicing & Due Dates: Milestone invoices are payable upon presentation (Net-7). Any invoice unpaid after seven (7) calendar days shall accrue a compounding late finance charge of 1.5% per month (or the maximum statutory limit).
  • Immediate Stop-Work Remedy: If the Client fails to pay any milestone invoice when due, UraanTech reserves the absolute right, without breach or liability, to immediately pause all active engineering, freeze staging environments, revoke repository commit privileges, and withhold deployment credentials until all balances are settled in full.

3. Intellectual Property Reservation & Background IP

UraanTech maintains strict protection over its engineering outputs and proprietary tooling:

  • Retention of Title: Full title, copyright, and intellectual property in all custom code, UI designs, database schemas, and deliverables remain the exclusive property of UraanTech until all fees, taxes, and change orders associated with the project have been paid in full with cleared funds.
  • Unauthorized Pre-Payment Use: The Client is granted zero license to deploy, compile, distribute, or commercially exploit any deliverable prior to 100% invoice settlement. Any deployment of unpaid software constitutes willful copyright infringement and an immediate breach of contract.
  • Background IP & Developer Tooling: UraanTech retains perpetual, global, unencumbered ownership of all pre-existing design tokens, boilerplate repositories, AI agent scaffolding, CI/CD pipelines, cryptographic scripts, and architectural methodologies ("Background IP"). Upon final payment, the Client receives a perpetual, non-exclusive license to use such Background IP solely as integrated within the deliverable.

4. Scope Creep, Change Orders & 7-Day Deemed Acceptance

To ensure project momentum and protect against uncompensated scope expansion:

  • Strict Scope Boundaries: UraanTech is obligated to build only the deliverables explicitly itemized in the approved SOW. Any extra feature, altered user flow, third-party API substitution, or design overhaul requested by the Client constitutes an out-of-scope "Change Order", billable at UraanTech' standard architectural rate of $75 to $150 per hour or a separate fixed addendum.
  • 7-Day Deemed Acceptance: Following milestone delivery to staging or git commit check-in, the Client is granted seven (7) calendar days to perform verification. If the Client does not submit an itemized written defect notice within this 7-day period, the milestone shall be deemed irrevocably approved, accepted, and cleared for milestone disbursement.

5. Client Dependencies & Inactivity Freeze

Timely project completion depends on prompt Client collaboration. The Client agrees to deliver requested database access, third-party API credentials, domain DNS records, and design feedback within five (5) business days of request. If a project is delayed for more than ten (10) consecutive business days due to Client unresponsive conduct, UraanTech may freeze the project, release scheduled engineering resources without penalty, and require a 15% reactivation fee to reschedule.

6. Absolute Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

  • IN NO EVENT SHALL URAANTECH, ITS SENIOR ARCHITECTS, DIRECTORS, CONTRACTORS, OR AFFILIATES BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITY, LOSS OF DATA, SYSTEM DOWNTIME, OR REPUTATIONAL DAMAGE, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES.
  • URAANTECH' TOTAL CUMULATIVE AGGREGATE LIABILITY FOR ALL CLAIMS OF ANY KIND (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR INDEMNITY) SHALL NOT EXCEED THE TOTAL NET AMOUNT ACTUALLY RECEIVED BY URAANTECH FROM THE CLIENT FOR THE SPECIFIC MILESTONE IN DISPUTE DURING THE THIRTY (30) DAYS IMMEDIATELY PRECEDING THE OCCURRENCE GIVING RISE TO LIABILITY.

7. Cybersecurity, Penetration Testing & VAPT Disclaimers

For cybersecurity assessments, vulnerability assessments, and penetration testing (VAPT):

  • VAPT audits and source code reviews evaluate security posture at a single point in time based on agreed scopes and publicly known vulnerability signatures. UraanTech DOES NOT warrant that an audited application, network, or smart contract is 100% impenetrable or immune from future zero-day vulnerabilities, social engineering, credential stuffing, or subsequent code changes.
  • The Client assumes full operational responsibility for patching identified vulnerabilities. The Client agrees to indemnify, defend, and hold UraanTech harmless against any regulatory fines, ransomware losses, or third-party lawsuits resulting from security breaches on the Client's infrastructure.

8. Limited 30-Day Bug Warranty & "As-Is" Cloud Deployments

Following final production handover, UraanTech provides a complimentary thirty (30) day functional defect warranty strictly covering reproducible deviations from the signed SOW specifications. This warranty is voided immediately if the codebase is modified, refactored, or updated by the Client or any third-party engineer. EXCEPT AS EXPRESSLY PROVIDED, ALL SERVICES, SCRIPTS, AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR UNINTERRUPTED AVAILABILITY.

9. Portfolio & Marketing Attribution

Unless the Client executes an explicit, paid White-Label Non-Disclosure Addendum prior to project kickoff, UraanTech reserves the perpetual right to display non-confidential screenshots, design mockups, architectural case studies, and the Client's corporate logo in UraanTech' promotional portfolio, social channels, and technical articles.

10. Contract Termination & Settlement

Either party may terminate an active SOW upon fourteen (14) days written notice. In the event of early termination by the Client, the Client shall immediately compensate UraanTech for all work completed, unbilled developer hours, and milestones in progress up to the effective termination date. Under no circumstances shall previously disbursed milestone fees or deposits be subject to clawback or refund.

11. Governing Law, Exclusive Venue & Mandatory Arbitration

These Terms, all SOWs, and any commercial disputes arising from engagements with UraanTech shall be governed exclusively by the laws of Sindh, Pakistan, without regard to conflict-of-law principles. Any controversy or dispute shall be settled exclusively through binding, confidential commercial arbitration in Karachi, Pakistan, under the Arbitration Act, 1940. Each party shall bear its own legal and representation expenses, and judgments may be entered in any court having competent jurisdiction.

12. Commercial Inquiries & Legal Notices

Official contractual notices and Master Services Agreement (MSA) requests should be submitted to:

UraanTech Studio — Contracts & Governance
Email: info@uraantech.online
Direct Telephone & WhatsApp: +92 317 0128047
Headquarters: Karachi, Pakistan

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