Terms &
Conditions

These Terms and Conditions ("Terms") govern your use of the website www.themadbrains.com ("Website") and all services provided by Mad Brains Technologies LLP ("Company," "we," "us," or "our"), a Limited Liability Partnership registered under the Limited Liability Partnership Act, 2008, with its registered office in Mohali, Punjab, India. 

By accessing our Website, downloading our resources, subscribing to our newsletter, engaging our services, or entering into any agreement with us, you ("Client," "you," or "your") acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, please discontinue use of our Website and services immediately. 

These Terms constitute a valid and binding agreement under the Indian Contract Act, 1872, and the Information Technology Act, 2000. 

1. Services

Mad Brains Technologies LLP provides the following categories of services (collectively, "Services"): 

1.1 Core Services 

• UI/UXD esign: User experience audits, interface design, design systems, wireframing, prototyping, usability testing, heuristic evaluations, and conversion rate optimization. 

• Custom Web and Mobile Development: Front-end development (React, Next.js), back-end development (Node.js, Python), full-stack application development, and API integration. 

• E-commerce Solutions: Shopify development and customization, WooCommerce development, e-commerce platform migration, and online store optimization. 

1.2 Specialized Services 

• Conversion-Designed SEO: Search engine optimization services focused on organic traffic growth with a conversion-first methodology, offered in tiered packages. 

• UX Audit Tool: AI-powered website UX analysis tool providing automated performance, accessibility, and conversion diagnostics. 

• UI/UX Design Subscription: Monthly retainer-based UI/UX design services with dedicated design resources and predictable output. 

1.3 Free Resources 

• The Conversion Clinic Newsletter: A weekly email newsletter focused on CRO insights, UX best practices, and case studies, delivered via GoHighLevel. 

• Ebooks and Lead Magnets: Downloadable guides and playbooks on UX, conversion optimization, and e-commerce best practices. 

• Free UX Audit Tool: A diagnostic tool providing automated website analysis for performance, accessibility, and usability. 

The specific scope, deliverables, timelines, and pricing for each paid engagement are defined in the individual Statement of Work ("SOW"), Proposal, or Service Agreement executed between the parties. In the event of any conflict between these Terms and a specific SOW, the SOW shall prevail to the extent of the conflict. 

2. Eligibility

By using our Website or engaging our Services, you represent and warrant that: 

• You are at least 18 years of age. 

• You have the legal capacity and authority to enter into a binding agreement. 

• If acting on behalf of an organization, you have the authority to bind that organization to these Terms. 

• You will provide accurate, current, and complete information in all interactions with us. 

• You are not located in a jurisdiction where the use of our services would be prohibited by applicable law. 

3. Project Engagement and Scope

3.1 Proposals and Agreements 

All paid project engagements begin with a written Proposal or SOW that outlines the project scope, deliverables, timeline, milestones, and fees. No billable work shall commence until the Proposal or SOW is accepted by both parties in writing (including email confirmation). Verbal agreements are not binding unless confirmed in writing. 

3.2 Change Requests

Any changes to the agreed scope of work must be submitted in writing as a Change Request ("CR"). We will evaluate the impact on timeline and cost and provide a revised estimate within 3 business days. Additional work outside the original scope will be billed separately at the rates specified in the SOW or at our then-current standard rates. No CR work will begin until the revised estimate is approved in writing. 

3.3 Client Responsibilities

For the successful delivery of our Services, you agree to: 

• Provide timely access to all materials, content, assets, brand guidelines, credentials, hosting accounts, and information necessary for the project. 

• Designate a single point of contact ("Client SPOC") who has decision-making authority for approvals and feedback. 

• Respond to feedback requests, approval requests, and review cycles within the timelines agreed in the SOW. Unless otherwise specified, the default review turnaround is 3 business days. 

• Ensure that all content, images, and assets provided are legally owned or properly licensed by you. 

Important: Delays caused by the Client in providing materials, feedback, or approvals will result in proportional timeline extensions. If Client delays exceed 15 business days cumulatively, we reserve the right to reschedule the project and adjust the timeline, with reasonable notice. 

4. Payment Terms

4.1 Fee Structure

All fees are specified in the Proposal or SOW. Unless otherwise agreed, our standard payment structure is: 

• 50% advance payment before commencement of work (non-refundable once work begins). 

• Milestone-based payments as defined in the SOW (typically aligned with design approval, development completion, and final delivery). 

• Final payment due upon project completion and before handover of final source files, design files, and deployment access. 

4.2 Subscription Services

For UI/UX Design Subscription and SEO retainer services: 

• Monthly payment in advance, due on the 1st of each billing cycle. 

• Minimum commitment period as specified in the subscription agreement. 

• Unused hours or design credits do not roll over to the next month unless explicitly agreed in writing. 

4.3 Payment Methods

We accept payment through the following methods: 

• Indian Clients: Bank transfer (NEFT/RTGS/IMPS), UPI. 

• International Clients: Wise (TransferWise) or direct bank transfer (SWIFT). 

All payments must be made in the currency specified in the invoice. Currency conversion charges, if any, are borne by the Client. 

4.4 Late Payments

If payment is not received within 7 business days of the invoice due date, we reserve the right to: 

• Pause all ongoing work until payment is cleared. 

• Charge a late payment fee of 1.5% per month (or the maximum rate permitted by applicable law) on the outstanding balance, calculated from the due date. 

• Withhold delivery of any pending deliverables, including source code, design files, staging access, and deployment credentials. 

• Revoke access to shared tools, staging environments, and project management boards. 

• Pursue legal remedies for recovery of outstanding amounts, including referral to debt recovery services. 

4.5 Taxes

All fees quoted are exclusive of applicable taxes unless explicitly stated otherwise. Goods and Services Tax (GST) at the prevailing rate (currently 18% for IT services) will be charged on invoices for Indian clients. International clients may be subject to applicable withholding taxes under their local jurisdiction. Tax compliance is the responsibility of each party for their respective obligations. 

5. Deliverables and Post-Delivery Warranty

5.1 Delivery

Deliverables will be provided in the formats specified in the SOW. Standard delivery formats include: 

• Design: Figma source files, exported assets (PNG, SVG, PDF), design system documentation. 

• Development: Source code via Git repository (GitHub/GitLab), deployed to staging environment for Client review. 

• Documents: PDF reports, DOCX documents, PPTX presentations as applicable. 

5.2 Acceptance and Review

Upon delivery of each milestone or final deliverable, you will have a review period (as specified in the SOW, or 5 business days by default) to review and provide feedback. If no feedback is received within the review period, the deliverable shall be deemed accepted. 

5.3 Post-Delivery Bug Fix Warranty

30-Day Warranty: We provide a 30-day post-delivery bug fix warranty from the date of final project handover, covering functional bugs and defects in the delivered code that deviate from the approved specifications in the SOW. 

This warranty covers:

• Functional bugs: Features not working as specified in the approved SOW. 

• Cross-browser issues: Layout or functionality failures in browsers specified in the SOW. 

• Responsive breakpoints: Layout issues at screen sizes specified in the SOW. 

This warranty does not cover:

• New features, enhancements, or scope additions not in the original SOW. 

• Issues caused by Client modifications to the delivered code. 

• Third-party plugin, API, or hosting environment changes outside our control. 

• Content changes, copy updates, or asset replacements. 

• Performance issues caused by the Client's hosting infrastructure. 

Bug fixes beyond the 30-day warranty period will be billed at the rates specified in the SOW or at our then-current standard rates. 

6. Intellectual Property Rights

6.1 Client Materials

You retain all rights, title, and interest in any materials, content, logos, trademarks, and proprietary information that you provide to us ("Client Materials"). You grant us a limited, non-exclusive license to use Client Materials solely for performing the Services. 

6.2 Deliverable Ownership

Upon full and final payment of all fees, all rights, title, and interest in the final approved deliverables ("Deliverables") shall be assigned to you, except for: 

• Pre-existing IP: Any tools, frameworks, libraries, code snippets, design components, or methodologies we developed prior to or independently of the project. We retain all rights in Pre-existing IP and grant you a non-exclusive, perpetual, royalty-free license to use such Pre-existing IP as incorporated in the Deliverables. 

• Third-party materials: Any third-party software, fonts, images, stock assets, or components used in the Deliverables are subject to their respective license terms, which we will disclose to you. 

• Open-source components: Any open-source software incorporated will be subject to its applicable open-source license terms. We will provide a list of open-source dependencies upon request. 

6.3 Portfolio and Case Study Rights

We retain the right to showcase the project in our portfolio, case studies, and marketing materials, including on our website (themadbrains.com), Behance, Dribbble, Clutch, DesignRush, LinkedIn, and social media platforms. This includes screenshots, project descriptions, anonymized metrics, and process documentation. 

If you require confidentiality, you must notify us in writing before project commencement. We will honor reasonable confidentiality requests. Any confidential business data, internal metrics, or proprietary information will be excluded from portfolio use regardless. 

6.4 Lien on Deliverables

Until full payment is received, all Deliverables remain the property of Mad Brains Technologies LLP. We may exercise a lien over Deliverables, source code, design files, and deployment credentials until all outstanding invoices are settled in full. 

7. Newsletter, Ebooks, and Free Resources

By subscribing to The Conversion Clinic newsletter or downloading our ebooks and free resources, you agree to the following: 

• You consent to receive periodic emails containing CRO insights, UX best practices, case studies, and promotional content related to our services. 

• Emails are sent via GoHighLevel and comply with applicable anti-spam laws. 

• You can unsubscribe at any time using the unsubscribe link in every email. 

• Ebooks and downloadable resources are provided for your personal and professional use only. Redistribution, resale, or republication of our content without written permission is prohibited. 

• Content in newsletters and ebooks is for informational purposes and does not constitute professional advice. We recommend consulting qualified professionals for specific business decisions. 

8. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information shared during the engagement. Confidential information includes: business plans, strategies, client data, designs, source code, pricing, technical documentation, trade secrets, user research data, analytics data, and any information marked as "Confidential." 

Obligations of confidentiality do not apply to information that: 

• Is or becomes publicly available without breach by the receiving party. 

• Was known to the receiving party prior to disclosure. 

• Is independently developed without reference to the confidential information. 

• Is required to be disclosed by law, regulation, or court order (with prior written notice to the disclosing party where legally permissible). 

Confidentiality obligations shall survive the termination of the engagement for a period of 3 years, unless a separate NDA specifies a different term. 

9. Use of AI Tools in Service Delivery

We use AI-powered tools as part of our service delivery workflow. By engaging our services, you acknowledge and agree to the following: 

• We use AI tools (including Claude by Anthropic and custom GPT models) to assist in UX audits, content drafting, code generation, and research tasks. AI is used as an assistive tool, not a replacement for human expertise. 

• All AI-generated outputs are reviewed, validated, and refined by our team before being included in any client deliverable. 

• Client data shared with AI tools is processed in accordance with our Privacy Policy and the data protection policies of the AI providers. 

• We do not use client data to train any AI models. Data shared with AI providers is for inference purposes only. 

• If you require that AI tools not be used for your specific project, you must notify us in writing before project commencement. This may impact project timelines and cost. 

10. Warranties and Representations

10.1 Our Warranties

We warrant that: 

• Services will be performed in a professional and workmanlike manner, consistent with industry standards for UI/UX design and web development agencies. 

• Deliverables will substantially conform to the specifications agreed in the SOW. 

• We have the right and authority to enter into this agreement and perform the Services. 

• Deliverables will not knowingly infringe the intellectual property rights of any third party. 

• We will maintain reasonable data security practices for all client data in our possession. 

10.2 Client Warranties

You warrant that: 

• Client Materials provided do not infringe the intellectual property or proprietary rights of any third party. 

• You have all necessary rights, licenses, and permissions for Client Materials to be used in the project. 

• Any content, images, fonts, or assets you supply are either owned by you or properly licensed for the intended use. 

• Information provided to us about your business, users, and requirements is accurate and complete to the best of your knowledge. 

10.3 Disclaimer

Except as expressly stated in these Terms or a specific SOW, our Services and the Website are provided "AS IS" and "AS AVAILABLE" without warranties of any kind, either express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. 

We do not guarantee specific business outcomes, conversion rates, traffic increases, or revenue improvements from our Services, unless quantified targets are explicitly documented in a SOW with agreed measurement criteria. 

11. Limitation of Liability

To the maximum extent permitted by applicable Indian law: 

• Our total aggregate liability arising out of or in connection with these Terms or any SOW shall not exceed the total fees paid by you under the relevant SOW in the 12 months preceding the claim. 

• We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of data, loss of business, or loss of goodwill, even if advised of their possibility. 

• We shall not be liable for any delays or failures resulting from causes beyond our reasonable control (Force Majeure, see Section 16). 

• We shall not be liable for issues arising from Client's failure to provide accurate information, timely feedback, or required materials. 

• We shall not be liable for losses caused by third-party services, hosting providers, or APIs that are outside our control. 

12. Indemnification

You agree to indemnify, defend, and hold harmless Mad Brains Technologies LLP, its partners, employees, contractors, and affiliates from and against any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising out of or related to: 

• Your breach of these Terms or any SOW. 

• Your misuse of our Services, Website, or Free Resources. 

• Any infringement or violation of third-party rights caused by Client Materials. 

• Your violation of any applicable law or regulation. 

• Claims by your end users or customers related to products or services built by us on your behalf, where such claims arise from your business practices rather than our deliverables. 

13. Termination

13.1 Termination by Client

You may terminate the engagement by providing 15 days written notice to us via email. Upon termination: 

• You shall pay for all work completed up to the date of termination, including any non-cancellable commitments made on your behalf (e.g., licensed assets, hosting commitments). 

• The advance payment (50%) is non-refundable once work has commenced. 

• We will deliver all completed work for which payment has been received. 

13.2 Termination by Company

We may terminate the engagement immediately upon written notice if: 

• Payment is overdue by more than 30 days despite a written payment reminder. 

• You breach any material term of these Terms or the SOW and fail to cure such breach within 15 days of written notice. 

• You become insolvent, file for bankruptcy, or enter into liquidation proceedings. 

• Continued performance would require us to violate applicable law or professional ethics. 

13.3 Effect of Termination

• We will deliver all completed Deliverables for which full payment has been received. 

• Any advance payments for work not yet performed will be refunded on a pro-rata basis, less reasonable costs incurred and the non-refundable advance. 

• Access to shared project management tools, staging environments, and collaboration platforms will be revoked within 7 days of termination. 

• Sections relating to Intellectual Property (6), Confidentiality (8), Limitation of Liability (11), Indemnification (12), and Governing Law (15) shall survive termination. 

• Both parties shall return or destroy confidential information of the other party within 30 days of termination. 

14. Website Use and Acceptable Use Policy

14.1 Acceptable Use

You agree not to use our Website to: 

• Violate any applicable law, regulation, or third-party rights. 

• Transmit harmful, threatening, abusive, defamatory, obscene, or objectionable content. 

• Introduce viruses, malware, or any harmful code. 

• Attempt unauthorized access to our systems, servers, databases, or automation workflows. 

• Scrape, crawl, or use automated tools to extract data without our written consent. 

• Impersonate any person or entity, or misrepresent your affiliation. 

• Use our free resources (ebooks, tools, newsletter content) for commercial redistribution without written permission. 

14.2 Website Content and Copyright

All content on our Website, including text, graphics, logos, case studies, blog posts, ebooks, icons, images, code samples, and design elements, is the property of Mad Brains Technologies LLP and is protected by the Copyright Act, 1957, the Trade Marks Act, 1999, and applicable intellectual property laws. 

You may not reproduce, distribute, modify, create derivative works of, publicly display, or commercially exploit any Website content without our prior written consent. Limited personal or professional reference use is permitted with proper attribution. 

15. Governing Law

These Terms shall be governed by and construed in accordance with the laws of India, including but not limited to: 

• The Indian Contract Act, 1872 

• The Information Technology Act, 2000 

• The Digital Personal Data Protection Act, 2023 

• The Copyright Act, 1957 

• The Trade Marks Act, 1999 

• The Limited Liability Partnership Act, 2008 

• The Consumer Protection Act, 2019 (to the extent applicable) 

• The Arbitration and Conciliation Act, 1996 

• The Mediation Act, 2023 (to the extent applicable) 

16. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations where such failure or delay results from causes beyond the reasonable control of that party, including: natural disasters, epidemics or pandemics, war, terrorism, government restrictions or sanctions, internet or telecommunications failures, power outages, failure of third-party SaaS platforms (including Figma, Shopify, Framer, GoHighLevel, or hosting providers), or cyberattacks. 

The affected party shall notify the other party within 48 hours and shall use reasonable efforts to mitigate the effects. If a Force Majeure event continues for more than 60 days, either party may terminate the affected SOW without penalty. 

17. Dispute Resolution

17.1 Negotiation

In the event of any dispute, the parties shall first attempt resolution through good-faith negotiation for a period of 30 days from written notice of the dispute. 

17.2 Mediation and Arbitration

If not resolved through negotiation, the parties agree to submit the dispute to mediation under the Mediation Act, 2023, or to binding arbitration under the Arbitration and Conciliation Act, 1996. The arbitration shall be conducted by a sole arbitrator mutually agreed upon, with the seat of arbitration in Mohali, Punjab, India. The language of arbitration shall be English. The arbitration proceedings and award shall be confidential. 

17.3 Jurisdiction

Subject to the arbitration clause above, the courts in Mohali, Punjab, India, shall have exclusive jurisdiction over any disputes arising from these Terms. 

18. General Provisions 

18.1 Entire Agreement: These Terms, together with any executed SOW, Proposal, NDA, or Service Agreement, constitute the entire agreement between the parties and supersede all prior negotiations, representations, or agreements. 

18.2 Amendment: We may amend these Terms at any time by posting the revised version on our Website with an updated date. Material changes will be communicated via a Website notice and email to active clients. Continued use of our Services after amendments constitutes acceptance. 

18.3 Severability: If any provision is found invalid or unenforceable, the remaining provisions continue in full force and effect. 

18.4 Waiver: Failure to enforce any provision does not constitute a waiver of the right to enforce it in the future. 

18.5 Assignment: You may not assign or transfer your rights without our prior written consent. We may assign these Terms to an affiliate, successor entity, or in connection with a business restructuring. 

18.6 No Partnership: Nothing in these Terms creates a partnership, joint venture, employer-employee, or agency relationship. We are engaged as an independent contractor. 

18.7 Notices: All notices shall be in writing and delivered by email to the addresses in the relevant SOW, or to abhinav@themadbrains.com for notices to the Company. Notices are deemed received when sent via email with delivery confirmation. 

18.8 Language: These Terms are drafted in English. In the event of any translation, the English version shall prevail.