Legal

Terms of Use

Version 1.4. Effective October 27, 2026.

These terms apply when a business buys from Upmark Labs or uses our website. We sell fixed-scope AI systems to businesses only. The Scope Card on the product page at the time you buy sets exactly what we build. You give us complete information and access within 72 hours of your order, or the delivery date moves. AI running costs and other third-party fees are paid by you, directly to those providers. You own the work we create for you once you have paid in full. Our liability is limited to what you paid for the order. Refunds follow our Refund and Cancellation Policy.

1. Who we are

This website is operated by UPMARK, a sole proprietorship owned by Amit Govil, trading as Upmark Labs, 3/3 B, Saket Nagar, Bhopal, Madhya Pradesh 462024, India (“we”, “us”, “our”). Your contract is with UPMARK.

Constitution: Sole proprietorship registered in India
Registration: C/1653345, under the Madhya Pradesh Shops and Establishments Act, 1958
Place of business: 3/3 B, Saket Nagar, Bhopal, Madhya Pradesh 462024, India
Tax status: Not registered for GST. Turnover is below the registration threshold, so no GST is charged or collected.
Email: hello@upmarklabs.com

In these terms, “you” and “your” mean the business that places an order or uses our website, and the person acting for it.

2. What these terms cover

These Terms of Use (the “Terms”) apply to:

every order you place on our website for a product, bundle, add-on, service, Change Quote or maintenance;
any work we agree to do under a written quote, including a Custom AI quote, unless that quote says otherwise; and
your use of our website, including your account, our forms and our content (see section 31).

These policies form part of the Terms and apply alongside them:

2.1 Order of precedence

If documents conflict, this order applies, from highest to lowest:

an accepted Change Quote or written quote, for the work it describes;
the Scope Card in force when you placed the order, for what is included in the order;
the Data Processing Addendum, for personal data we process for you;
the Refund and Cancellation Policy, for refunds and cancellation;
the Acceptable Use Policy, for what use is permitted;
these Terms;
the other policies listed above.

3. Definitions

Term	Meaning
Product	A fixed-scope AI system listed in our catalogue. This includes Core products, Industry Editions and Integration Editions.
Bundle	Two or more products bought together and delivered as one project at a stated discount.
Add-on	An extra item bought with, or for, an existing product. An add-on follows the rules of its parent product.
Order	A purchase you complete on our website, or a written quote you accept and pay.
Build price	The price paid for the product, bundle or add-on, not counting any Express or Rush premium, Change Quotes or maintenance.
Scope Card	The panel on each product page that lists what is included, what you must provide, and what is excluded. The version in force when you place the order is the contract scope.
Deliverables	What we build and hand over under an order, as described in the Scope Card and any accepted Change Quote.
Intake	The checklist of information, files and access you give us so we can start the build.
Working day	Monday to Friday, excluding public holidays at our place of business.
Change Quote	A written quote for work outside the Scope Card.
Revision round	One consolidated set of change requests within the Scope Card, sent to us together.
Defect	A failure of the deliverables to work as described in the Scope Card.
Third-party provider	Any outside service your system uses or connects to, such as a CRM, helpdesk, online store, telephony service, WhatsApp, an AI model provider, a hosting service or a software plan.
Maintenance	An optional monthly service for monitoring, fixes, updates and small changes after post-launch support, priced as a share of the build price (see section 15).
Monthly service	A service sold per month with a minimum term, such as social media management or SEO (see section 15.2).
Engagement	The period from your order until the later of the end of post-launch support or the end of any maintenance or monthly service.

4. Business customers only

We sell to businesses only. Our products are not for consumers or for personal, family or household use.

When you place an order, you confirm that:

you are buying for a business, trade or profession;
you have authority to accept these Terms and bind that business; and
the business details you give us are accurate.

If we find that an order was placed by a consumer, we may cancel it and refund the amount paid.

5. Products and the Scope Card

Each product page shows a Scope Card. It sets out:

what is included, such as channels, integrations, knowledge sources, workflows, languages, testing, revision rounds, training and support days;
what you must provide; and
what is excluded.

The Scope Card in force when you place the order is the contract scope for that order. Nothing outside it is included. If we later change a Scope Card on our website, the change does not affect orders already placed.

For larger or bespoke work, you can send a Custom AI request and we will reply with a written quote. You can also send a free discovery request through “Ask an expert”. We reply by email. A discovery request is not an order, and we do not sell paid consultations on our website.

6. Orders and how the contract is formed

6.1 Placing an order

To place an order you create an account at checkout. Before you pay, you must tick to agree to:

these Terms;
our Privacy Policy;
the Scope Card for each item in your order; and
the 72-hour intake rule in section 9.

We store the versions you accepted, with the time and your IP address, on your order.

6.2 When the contract starts

A contract is formed when you complete checkout and we receive your payment. If you pay by bank transfer, the contract is formed when we receive the cleared funds. Until then, we have no obligation to start work.

6.3 Order stages

You can follow your order in your account. Orders move through these stages:

Stage	What it means
Paid	We have received your payment.
Intake pending	We are waiting for your intake information and access.
Build	Intake is complete and access is verified. We are building.
Connect	We are connecting the system to your accounts and tools.
Testing	We are testing against the Scope Card.
Customer review	We have delivered for your review. The acceptance period is running.
Live	The system is accepted and in use.
Support	Post-launch support is running.

6.4 Errors in prices or descriptions

We try to keep prices and product information accurate. If a price or description on our website is clearly wrong, we will contact you before starting work. You may then confirm the order on the correct terms or cancel it for a full refund.

7. Prices, taxes and payment

7.1 Prices

Prices are in US dollars (USD) and are shown on each product page. AI product prices run from $1,500 to $14,900. A product whose price would be higher shows “Custom quote” instead of a price: we send a written quote with a fixed price and scope, and work starts only after you accept and pay it. Website, marketing and monthly service prices are shown on their product pages. Prices exclude taxes.

Bundles carry a discount on the combined price of the products in the bundle:

Products in the bundle	Discount
2 to 3	10%
4 to 5	15%
6 or more	20%

7.2 Taxes

Not registered for GST. Turnover is below the registration threshold, so no GST is charged or collected.

If you are outside India, you are responsible for any taxes, duties or reverse-charge obligations that apply in your own country. If our tax registration status changes, the applicable tax will be shown at checkout before you pay.

7.3 How you pay

Online checkout. Card and PayPal payments will be processed by PayPal once that option is enabled. We never see or store your full card details.
Bank transfer, on request only. If you ask, we email an invoice with our bank details. Your order starts when the funds clear.

You pay any bank, transfer or currency conversion fees charged on your side. Payment is due in full before we start work, unless a written quote says otherwise.

7.4 Payment disputes

If you have a problem with a charge, please contact us at hello@upmarklabs.com before you raise a chargeback or payment dispute. We answer every dispute with the order record, including the documents you accepted.

8. Delivery speeds and working days

Each product page shows the delivery speeds available for that product. Every delivery time is a range of working days: the planned time, and the latest expected date, which allows up to 10 extra working days for the causes listed below.

Speed	Delivery time
Standard (AI products, editions and bundles)	20 to 30 working days
Express	15 to 25 working days, for an extra price shown on the product page
Rush	10 to 20 working days, for an extra price shown on the product page
Add-ons, websites, stores and marketing services	The range shown on each product page

The delivery clock starts on the working day after intake is complete and your access is verified. Delivery means delivery for your review (the “Customer review” stage).

Delivery can take longer than the planned time, up to the end of the range, because of national or public holidays, technical issues outside our control (such as platform outages, third-party service or API changes, and account approvals or access delays), or natural disasters and other events beyond our control. If a delay happens, we tell you in writing with a new date. A delivery date counts as missed only after the last day of the range.

The delivery date also moves later in these cases:

late, incomplete or incorrect intake (section 9);
the time added by an accepted Change Quote (section 11);
delays caused by your third-party providers; and
force majeure (section 26).

If we miss a delivery date for reasons within our control, the remedies in our Refund and Cancellation Policy apply. In short, a missed Express or Rush date means we refund the premium over the Standard price automatically. A missed Standard date means we extend post-launch support by the number of working days we were late, or you may ask instead for a credit of 10% of the build price toward future orders or maintenance.

9. Intake and the 72-hour rule

After you order, we send you an intake checklist. You must give us every checklist item and all the access we need within 72 hours of your order.

We send reminders at 24 hours and 48 hours, and a notice at 72 hours.
For every day that complete information arrives after the 72 hours, the delivery date moves by 3 working days.
You are responsible for delays caused by missing, incomplete or incorrect information or access.

If intake is still not complete 30 days after your order, we pause the order. If you do not respond to our notices within 60 days of your order, we may cancel it and refund 50% of the build price, as set out in our Refund and Cancellation Policy.

10. Your responsibilities, access and third-party costs

10.1 Information and decisions

You agree to:

give us accurate, complete and lawful information, content and files;
make sure you have the rights and permissions needed for us to use that material to deliver your order;
name a contact person who can answer questions and make decisions; and
review our work and respond within the times set out in these Terms.

10.2 Accounts and access

You provide the accounts and the admin or API access for every system we need to connect. This can include your CRM, helpdesk, online store, telephony, WhatsApp and AI model providers. You do this by:

inviting our team as users on those systems; or
creating API keys that you control and can revoke at any time.

Never send passwords, keys or other secrets by plain email. We will not ask you to. You can limit our access to what the work needs, and we remove our access at the end of the engagement or support period when you ask.

We do not buy third-party accounts for you. Your system is built and runs in your own accounts.

10.3 Third-party running costs

Third-party providers bill their running costs directly to your own accounts. These include:

AI model usage, including usage during build and testing;
call minutes;
WhatsApp conversation fees;
hosting; and
software plans.

These costs are not part of our price. Your use of third-party providers is governed by your own agreements with them. We are not responsible for their services, prices, terms or outages.

This applies to every way of buying, including a yearly license (section 17.7): you bring your own accounts and keys for AI models, telephony, WhatsApp, email and every other third-party tool, and each provider bills you directly. We do not pay, resell or mark up third-party usage, and we are not responsible for it.

11. Custom requirements and Change Quotes

At checkout you can add a note about custom requirements.

If a requirement is inside the Scope Card, it is included at no extra cost.
If it is beyond the Scope Card, we send you a written Change Quote.
Custom work starts only after you accept and pay the Change Quote.
The time for the custom work is added to the delivery date.

The same process applies to any new requirement you raise later, including during revision rounds or acceptance. A Change Quote is refundable in full before that work starts. After that, the refund rules for the order apply.

12. Revisions

The Scope Card states how many revision rounds are included. A revision round adjusts the deliverables within the Scope Card. New features, channels, integrations or other new requirements are not revisions. They need a Change Quote.

13. Delivery and acceptance

When we deliver for your review, you have 5 working days to test the deliverables and report any defects against the Scope Card. Please report defects in writing, with enough detail for us to reproduce them.

We fix reported defects at no extra cost.
If you report no defects within the 5 working days, the delivery is accepted.
You may also accept earlier by telling us in writing.

Post-launch support starts on acceptance.

These are not defects: issues caused by changes made by you or others after delivery, problems with third-party providers, missing or incorrect information you supplied, and requests for new requirements.

14. Post-launch support

After acceptance, we provide post-launch support for the number of days stated on the Scope Card (typically 30 days). Post-launch support covers:

fixing defects; and
answering your questions about the deliverables.

It does not cover new features or ongoing changes. Those are available through maintenance or a Change Quote.

15. Maintenance and monthly services

15.1 Maintenance

Maintenance is optional and billed monthly. It starts after the post-launch support period.

What you bought	Price per month
AI products, including editions and bundles	5% of the build price, minimum $249
Shopify stores and other builds	3.5% of the build price, minimum $199

The build price includes add-ons and any bundle discount, and does not include Express or Rush premiums. Fees are rounded to the nearest $5. The product page shows the exact fee before you buy.
An add-on has no separate maintenance. Its share is added to the maintenance of the product it extends.
We do not sell maintenance for WordPress or WooCommerce websites and stores. Care for those after launch is offered through webcare24 (webcare24.agency), our WordPress care brand, under the terms published on that website.
Maintenance includes monitoring, fixes, updates when AI models, platforms or connected tools change, a monthly health report, and 1 hour of changes for every $100 of the monthly fee, with at least 2 hours a month.
Unused hours do not roll over to the next month.
Larger changes, such as a new channel, integration or workflow, need a Change Quote.
You may cancel at any time. Cancellation takes effect at the end of the current paid month.
We do not refund partial months.

15.2 Monthly services

Some services, such as social media management, SEO, content writing, email campaigns and ads management, are sold as monthly services.

Each monthly service has the monthly price and the monthly deliverables shown on its product page.
Each has a minimum term of 3 months. The full minimum term is paid at checkout.
After the minimum term, the service continues month to month at the same monthly price, and you may cancel with effect from the end of any paid month.
Ad spend, paid tools and other third-party costs are paid by you directly and are not part of the monthly price.
We do not guarantee rankings, followers, traffic, leads or sales. Results depend on factors outside our control, such as search engines, platforms, competitors and your market.
Monthly services need no separate maintenance.

16. Refunds and cancellation

Refunds and cancellations follow our Refund and Cancellation Policy. In summary:

When you cancel	Refund
Before intake is verified (build not started)	Full build price, less any payment-processing fees the payment provider does not return to us
After the build has started and before delivery for review	50% of the build price
After delivery for review	No refund. The remedy is defect correction against the Scope Card within the acceptance period.

An Express or Rush premium is non-refundable once the build starts, except as set out in section 8. Add-ons follow their parent product’s rules. For a bundle, the rules apply to the bundle as one project. If the policy and this summary differ, the policy applies.

17. Intellectual property and license

17.1 What you own

This section applies when you buy a product to own it (the Standard, Express or Rush options). A yearly license is covered by section 17.7 instead.

When you have paid in full for an order, you own the deliverables we created specifically for you. This includes configurations, prompts, workflows, content and documentation made for your order. Your data and the materials you give us remain yours at all times.

17.2 What we keep

We keep ownership of our pre-existing tools, templates, know-how and generic components, and any improvements to them that are not specific to you.

17.3 Your license to our components

Where our pre-existing tools, templates or generic components are embedded in your deliverables, we grant you a perpetual, non-exclusive, worldwide license to use them as part of the deliverables for your own business. This license starts when you have paid in full.

17.4 Your license to us

You grant us a non-exclusive license to use your data and materials only as needed to deliver your order, any maintenance and any monthly service.

17.5 Reuse of know-how

We may reuse general skills, knowledge and experience gained while working for you. We never reuse your confidential information or your data.

17.6 Third-party software

Third-party platforms, models and software used in your system remain owned by their providers. Your use of them is governed by their terms.

17.7 Yearly licenses

Some products can be bought as a yearly license instead of owning the code. With a license:

What you get. The right to use the licensed product for your own business during each paid year. We set it up to the same Scope Card as the own-it options, then host, run, monitor and update it. Each licensed year includes up to 2 change hours a month; anything beyond the Scope Card is a Change Quote (section 11).
What stays ours. The code, templates and components stay owned by us. You may not copy, resell or sublicense the product, except through our reseller program.
What stays yours. Your data, content, knowledge files and settings. You can ask for an export of them in standard formats at any time.
Term and renewal. The first year is paid at checkout and starts on the day the product goes live. Each later year renews at the renewal price shown when you bought it. We send the pay link 30 days before the paid-through date. If a year is still unpaid after the grace period in your portal, the service pauses until it is paid. Nothing renews by itself.
Stopping. You can stop at the end of any paid year from your portal. We send you an export of your data and settings before it ends, and delete them 30 days after the end, unless the law requires us to keep them.
Bring your own keys. The product runs on your own accounts and keys for AI models and every other third-party tool, billed to you directly by each provider, as section 10.3 sets out.

18. Confidentiality

Each of us may receive confidential information from the other. Confidential information is any non-public information about the other party’s business, customers, systems or data that is marked confidential or that a reasonable person would understand to be confidential.

The party receiving confidential information will:

use it only to perform or receive the services under these Terms;
share it only with its staff and subcontractors who need it for that purpose and are bound to keep it confidential; and
protect it with at least reasonable care.

This duty does not apply to information that:

is or becomes public through no fault of the receiving party;
the receiving party already lawfully had without a duty of confidence;
the receiving party lawfully receives from someone else without a duty of confidence; or
the receiving party develops independently without using the other party’s information.

A party may disclose confidential information if required by law or a court, after giving the other party notice where the law allows.

These duties last for 3 years after the end of the engagement. For trade secrets, they last for as long as the information remains a trade secret.

19. Data protection

We handle personal data in two roles:

As controller for website, account, order and request data. Our Privacy Policy explains what we collect and why.
As processor for personal data in the systems and files you give us access to, such as data about your own customers or staff. Our Data Processing Addendum applies to that processing and forms part of these Terms.

You are responsible for having a lawful basis to share that personal data with us and for giving any notices your customers or staff need. We use your data only to deliver your order.

20. AI output and human decisions

Our products use AI models. AI output is probabilistic. It may be wrong, incomplete or inconsistent, even when the system works as described in the Scope Card.

You are responsible for reviewing outputs before relying on them.
A human must make, or review and confirm, any decision with legal, financial, medical, employment or similarly significant effects on a person.
Our products are not designed for high-risk uses unless we have agreed suitable safeguards with you in writing.
You are responsible for how you deploy and use the system in your business, including any disclosures or approvals the law requires of you.

Our AI Usage Policy gives more detail.

21. Acceptable use

You must not use our products, deliverables or website in breach of our Acceptable Use Policy, the law, or the terms of your third-party providers. You are responsible for the use of your system by your staff and anyone else you allow to use it.

22. Warranties and disclaimers

22.1 Our commitments

We will:

perform the work with reasonable skill and care;
deliver deliverables that work as described in the Scope Card and any accepted Change Quote; and
comply with the laws that apply to us in providing the services.

If the deliverables do not meet the Scope Card, your remedy is defect correction during the acceptance period and post-launch support, and the remedies in our Refund and Cancellation Policy.

22.2 Your commitments

You confirm that you have the right to give us the information, materials and access you provide, and that our use of them as these Terms allow will not break any law or anyone else’s rights.

22.3 Disclaimers

Except as stated in these Terms, and to the extent the law allows:

we do not promise any particular business result, such as more sales, leads or savings;
we do not promise that AI output will be accurate or complete;
we do not promise that third-party providers will be available, unchanged or error-free; and
all other warranties and conditions, whether express or implied, are excluded.

23. Limitation of liability

To the extent the law allows:

our total liability for all claims arising out of or relating to an order is limited to the amounts you paid for that order in the 12 months before the claim. For maintenance or a monthly service, the order means that maintenance or service;
we are not liable for indirect or consequential loss, or for loss of profits, revenue, business, goodwill or data; and
we are not liable for outages, changes, errors or charges of third-party platforms or providers.

Nothing in these Terms limits or excludes liability that cannot be limited or excluded by law, including liability for fraud, or for death or personal injury caused by negligence.

24. Suspension and termination

24.1 Suspension

We may suspend work, support, maintenance or a monthly service, with notice to you, if:

a payment due to us is not made;
you breach our Acceptable Use Policy; or
the system is being used unlawfully.

We will resume once the issue is resolved. Time lost during a suspension is added to the delivery date.

24.2 Termination for breach

Either of us may end an order by written notice if the other commits a material breach of these Terms and does not cure it within 15 days after receiving written notice of the breach. We may also end an order if you use it unlawfully or seriously breach our Acceptable Use Policy.

24.3 What happens on termination

Refunds, if any, follow our Refund and Cancellation Policy.
Your ownership and license under section 17 apply only to deliverables you have paid for in full.
We remove our access to your systems when you ask, and you may revoke it at any time.
Sections that by their nature should continue will survive, including sections 17, 18, 19, 20, 22.3, 23, 27 and 28.

25. Subcontractors

We may use vetted subcontractors to help deliver your order. We remain responsible for their work and for their compliance with these Terms. Our Data Processing Addendum sets out how we engage anyone who processes personal data for you.

26. Force majeure

Neither of us is liable for delay or failure to perform caused by events beyond reasonable control. These include natural disasters, epidemics, war, terrorism, civil unrest, government action, strikes, power or internet failures, and outages of third-party platforms or providers. This section does not excuse any duty to pay.

The affected party will tell the other promptly and take reasonable steps to limit the effect. Deadlines move by the length of the delay. If the event continues so long that the order can no longer reasonably be performed, either of us may end the affected order by written notice. Refunds then follow our Refund and Cancellation Policy.

27. Governing law and disputes

These Terms and any dispute arising out of or relating to them are governed by the laws of India.

If a dispute arises, either of us may notify the other in writing. We will both try to resolve it through good-faith negotiation for 30 days from that notice. If it is not resolved within those 30 days, the dispute will be resolved by arbitration seated in Bhopal, India, under the Arbitration and Conciliation Act, 1996, with the courts at Bhopal, Madhya Pradesh, having exclusive jurisdiction over any court proceedings.

This does not stop either of us from seeking urgent interim relief from a competent court to protect confidential information or intellectual property.

28. Notices

Notices under these Terms must be in writing and sent by email:

to us, at hello@upmarklabs.com; and
to you, at the email address on your account.

Please keep your account email up to date. A notice is treated as received when sent, unless the sender receives a message that it was not delivered.

29. Changes to these Terms

We may update these Terms and our other policies from time to time. A new version applies to orders placed after it is published. The version you accepted on an order stays with that order.

30. General

30.1 Entire agreement

These Terms, the documents listed in section 2, the Scope Card in force at the time of your order and any accepted Change Quote or written quote are the entire agreement between us for that order. They replace any earlier discussions or proposals about it. Terms in your purchase orders or other documents do not apply, even if we receive them.

30.2 Other terms

Relationship. We are independent contractors. Nothing in these Terms creates a partnership, joint venture or employment relationship.
Assignment. You may not transfer your rights under these Terms without our written consent.
Severability. If a court finds any part of these Terms invalid, the rest stays in force.
No waiver. If we do not enforce a right straight away, we can still enforce it later.
Third parties. Only you and we have rights under these Terms.

31. Using our website

This section applies to anyone who uses our website, whether or not they place an order.

31.1 Your account

Give accurate details when you create an account.
Keep your login details secure and do not share them.
Tell us promptly at hello@upmarklabs.com if you think someone has used your account without permission.

You are responsible for activity on your account.

31.2 Using the website

You may use our website to learn about our products, compare them, send requests and place orders for your business. You must not:

use the website in breach of our Acceptable Use Policy or the law;
try to gain unauthorized access to the website, its servers or other users’ accounts;
interfere with the website’s operation or security, or send spam through our forms; or
copy or scrape the website’s content in bulk.

We may limit or close access for anyone who breaks these rules.

31.3 Our content

The content on our website, including text, product descriptions, Scope Cards and graphics, belongs to us or our licensors. You may view and print it for your own business use when considering or using our products. You may not republish or sell it.

31.4 Information and links

Website content is general information about our products. Your order is governed by these Terms and the Scope Card in force when you order. Links to other websites are for convenience. We are not responsible for their content or practices.

31.5 Availability

We try to keep the website available and working, but we do not promise that it will always be available or free of errors. We may change or remove parts of the website at any time.

31.6 Privacy and cookies

Our Privacy Policy explains how we handle personal data on the website. Our Cookie Policy lists the cookies and browser storage we use.

32. Contact us

For questions about these Terms, email hello@upmarklabs.com. For privacy questions, email hello@upmarklabs.com. To report a security issue, email hello@upmarklabs.com.

Version history

Version	Date	Change
1.4	October 27, 2026	Added yearly licenses (section 17.7) next to owning the code, and made clear that every way of buying runs on your own accounts and keys for third-party tools (bring your own key).
1.3	October 22, 2026	Delivery times are now ranges of working days, with the causes that can extend delivery (public holidays, technical issues outside our control, natural disasters and other events beyond our control). Products priced above $14,900 are sold by custom quote. Change Quotes no longer state a fixed reply time.
1.2	October 16, 2026	Clarified that the website is operated by UPMARK, a sole proprietorship of Amit Govil.
1.1	October 14, 2026	Maintenance is now priced as a share of the build price, and websites, stores and monthly marketing services were added.
1.0	October 13, 2026	First published version.