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Legal — Terms
Please read these terms carefully before engaging our services or using our website. They govern our relationship with you.
Last updated: July 6, 2026By accessing or using this website, or by engaging Udaan Technologies for any services, you confirm that you have read, understood, and agree to be bound by these Terms of Service and our Privacy Policy. If you do not agree, please discontinue use of this website and do not engage our services.
These Terms of Service (“Terms”) constitute a legally binding agreement between you (“User”, “Client”, or “you”) and Udaan Technologies Private Limited (“Udaan Technologies”, “Company”, “we”, “us”, or “our”), a company incorporated under the laws of India and operating from Indirapuram, Ghaziabad, Uttar Pradesh, India.
These Terms apply to your use of our website located at www.udaantechnologies.com (the “Website”) and to any professional services, deliverables, or products we provide to you.
You must be at least 18 years of age and have full legal capacity to enter into a binding contract under applicable law to use this Website or engage our services. By accepting these Terms, you represent and warrant that you meet this requirement. If you are accepting on behalf of a business entity, you further represent that you have authority to bind that entity to these Terms.
We reserve the right to modify these Terms at any time. Changes will be posted on this page with a revised “Last updated” date. Where changes are material, we will provide at least 30 days’ notice via a notice on the Website. Continued use of the Website or our services after the effective date of any change constitutes your acceptance of the revised Terms.
The following definitions apply throughout these Terms unless the context clearly requires otherwise:
Udaan Technologies is a B2B technology services company founded in 2014, with a team of 50+ professionals and a track record of 200+ completed projects across 15+ countries. We provide the following categories of services:
Services are delivered under one of two primary engagement models:
The specific Services to be provided, together with their scope, timeline, fees, and acceptance criteria, will be set out in a mutually agreed SOW or proposal. In the event of any conflict between these Terms and a signed SOW, the SOW shall prevail only to the extent of the conflict and only for that specific engagement.
To enable us to deliver the Services effectively, the Client agrees to:
The scope of each engagement is defined exclusively by the signed SOW or accepted proposal. Work not described in the SOW is considered out of scope. We will notify the Client promptly if we believe a request falls outside the agreed scope.
Any change to the agreed scope, timeline, or deliverables — whether initiated by the Client or necessitated by changed circumstances — must be documented in a written Change Order mutually executed by both parties before work on the change commences. Change Orders may result in adjustments to the project fee and/or timeline. Verbal approvals or email confirmations will be followed up with a formal Change Order within 2 business days.
Project timelines stated in a SOW are good-faith estimates based on the information available at the time of proposal. They are not guaranteed completion dates. Timelines may be affected by factors including Client-side delays (see Section 4), scope changes, the availability of third-party APIs or services, and other circumstances beyond our reasonable control. We will communicate any anticipated delays promptly and work with the Client to develop a revised schedule.
Unless otherwise specified in the SOW, Deliverables shall be deemed accepted if the Client does not provide written notice of material defects within 7 business days of delivery. “Material defect” means a failure of a Deliverable to conform substantially to the specifications set out in the SOW.
Some Deliverables may depend on third-party software, APIs, platforms, or services (e.g., payment gateways, cloud providers, mapping services). The Company is not responsible for the performance, availability, pricing changes, or discontinuation of such third-party services, and any resulting additional work will be subject to a Change Order.
Fees for Services are as specified in the applicable SOW or proposal. Unless otherwise agreed in writing:
Fees may be quoted and invoiced in either Indian Rupees (INR) or United States Dollars (USD), as specified in the SOW. For invoices in USD payable by Indian entities, exchange rates will be applied as per the prevailing RBI reference rate on the invoice date.
Amounts not paid by the due date will accrue interest at the rate of 1.5% per month (18% per annum), calculated on the overdue balance from the due date until the date of actual payment. We reserve the right to suspend Services for any account that is more than 15 days past due, without liability to the Client, until payment is received. Resumption of Services following suspension may be subject to a reasonable restart fee.
All fees are exclusive of applicable taxes. GST (Goods and Services Tax), or any other applicable tax, will be added to invoices as required by Indian law. International clients are responsible for any withholding taxes applicable in their jurisdiction; where withholding is required, the Client shall gross up the payment so that the Company receives the full invoiced amount.
If the Client disputes any portion of an invoice in good faith, they must notify us in writing within 7 days of receipt, specifying the amount in dispute and the reasons. Undisputed amounts remain payable by the original due date. The parties will work in good faith to resolve the dispute within 14 days of notice.
We typically require an advance payment before commencing work on a new engagement. The advance amount will be specified in the SOW and is non-refundable once work has commenced, except as provided in Section 12 (Termination).
Upon receipt of full and final payment of all fees due under the applicable SOW, the Company assigns to the Client all rights, title, and interest in and to the Deliverables specifically created for that Client under that SOW, including all applicable intellectual property rights. Until full payment is received, all Deliverables remain the exclusive property of the Company, and the Client acquires no ownership rights therein.
Notwithstanding Section 7.1, the Company retains all ownership of:
Where the Company incorporates Pre-existing IP into Deliverables, the Company grants the Client a perpetual, royalty-free, non-exclusive, non-transferable licence to use such Pre-existing IP solely as incorporated into and necessary for the operation of the Deliverables.
Deliverables may incorporate open-source software components. Such components are provided under their respective open-source licences (e.g., MIT, Apache 2.0, GPL). The Company will disclose material open-source components upon request. The Client is responsible for complying with the terms of any applicable open-source licences.
Unless the parties have executed a separate Non-Disclosure Agreement (NDA) that expressly prohibits it, the Company retains the right to:
Where an NDA is in place, portfolio use will be subject to the terms of that NDA. The Client may request removal of specific portfolio references by written notice; we will action reasonable removal requests within 30 days.
The Client grants the Company a limited, non-exclusive licence to use content, data, trademarks, and materials provided by the Client solely for the purpose of performing the Services. The Client warrants that it has all necessary rights to grant this licence and that the use of such materials will not infringe any third-party intellectual property rights.
Each party (“Receiving Party”) agrees to hold the other party’s (“Disclosing Party’s”) Confidential Information in strict confidence, to use it solely for the purpose of performing or receiving the Services, and not to disclose it to any third party without the Disclosing Party’s prior written consent. Each party shall protect the other’s Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.
The Receiving Party may disclose Confidential Information to its employees, contractors, and advisors who have a genuine need to know for the purpose of the Services, provided such persons are bound by confidentiality obligations no less restrictive than those in these Terms.
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already known to the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party without use of or reference to the Confidential Information; or (d) is received from a third party without restriction and without breach of any obligation of confidentiality.
If the Receiving Party is required by law or court order to disclose Confidential Information, it shall, to the extent permitted by law, promptly notify the Disclosing Party in writing and cooperate with the Disclosing Party in seeking a protective order or other appropriate relief.
Confidentiality obligations under this Section shall survive the termination or expiry of any SOW or these Terms for a period of three (3) years.
The Company warrants that Deliverables will substantially conform to the specifications set out in the applicable SOW at the time of delivery. In the event of a valid warranty claim, the Company will, as its sole obligation and the Client’s exclusive remedy, use reasonable efforts to correct any material non-conformance reported in writing within 30 days of delivery at no additional charge to the Client. This warranty does not cover defects caused by: (a) Client modifications to Deliverables; (b) misuse or operation outside intended parameters; (c) third-party software or service failures; or (d) Client failure to implement updates or patches recommended by the Company.
The Website and any content, tools, or information made available through it (including the AI chatbot) are provided on an “as is” and “as available” basis without warranty of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, accuracy, or non-infringement. We do not warrant that the Website will be uninterrupted, error-free, or free of viruses or other harmful components.
The Company makes no representation or warranty regarding any third-party services, platforms, APIs, or software that it recommends, integrates with, or incorporates into Deliverables. The use of third-party services is subject to those services’ own terms and conditions.
Any advice, recommendations, or estimates provided by the Company (including project cost estimates) represent professional opinions based on the information available at the time and are not guarantees of outcome. The Client should independently verify any advice before acting on it.
To the maximum extent permitted by applicable law, the Company’s total aggregate liability to the Client for any and all claims arising out of or related to these Terms or any SOW — whether in contract, tort (including negligence), breach of statutory duty, or otherwise — shall not exceed the total fees actually paid by the Client to the Company in the twelve (12) months immediately preceding the event giving rise to the claim.
Neither party shall be liable to the other for any indirect, incidental, special, exemplary, punitive, or consequential damages, or for any loss of profit, loss of revenue, loss of business, loss of data, loss of goodwill, or business interruption, even if advised of the possibility of such damages and regardless of the theory of liability.
The parties acknowledge that the limitations of liability in this Section reflect a reasonable allocation of risk and form an essential basis of the bargain between them. Without these limitations, the Company would not be able to offer the Services at the agreed fees.
Nothing in these Terms shall limit either party’s liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; (c) wilful misconduct or gross negligence; or (d) any other liability that cannot be excluded or limited under applicable Indian law.
The Client shall defend, indemnify, and hold harmless the Company and its directors, officers, employees, contractors, and agents from and against any claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) the Client’s breach of these Terms or any SOW; (b) the Client’s use or misuse of the Deliverables; (c) any claim that Client-provided materials infringe the intellectual property rights of any third party; or (d) the Client’s violation of any applicable law or regulation.
The Company shall defend, indemnify, and hold harmless the Client and its directors, officers, and employees from and against any third-party claims alleging that the Deliverables (excluding Client-provided materials and open-source components) infringe any third-party intellectual property right, provided that the Client: (a) promptly notifies the Company of the claim; (b) grants the Company sole control of the defence and settlement; and (c) cooperates reasonably with the Company. This indemnity does not apply if the alleged infringement results from Client modifications to the Deliverables or use in combination with other products not supplied by the Company.
Each party shall indemnify the other for direct losses arising from its own gross negligence or wilful misconduct in connection with the performance of its obligations under these Terms.
Either party may terminate an engagement by providing 30 days’ written notice to the other party. During the notice period, the Company will continue to perform Services and the Client will continue to pay fees in accordance with the SOW.
Either party may terminate an engagement immediately upon written notice if the other party: (a) commits a material breach of these Terms or the applicable SOW and fails to remedy such breach within 14 days of written notice specifying the breach; (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to insolvency proceedings; or (c) engages in fraudulent conduct.
Upon termination for any reason, the Client shall pay the Company for all Services performed and expenses reasonably incurred up to the effective date of termination, on a pro-rata or time-and-materials basis as applicable. If termination occurs mid-milestone on a fixed-price project, payment will be calculated on a reasonable apportionment of the milestone fee based on work completed.
Upon termination, ownership of Deliverables is determined by Section 7. Specifically, ownership of completed and fully paid Deliverables transfers to the Client; ownership of Deliverables not yet paid for in full remains with the Company. The Company will deliver to the Client all completed work product for which full payment has been received.
The following Sections survive termination of any SOW or these Terms: Definitions (2), Payment Terms in respect of amounts already due (6), Intellectual Property (7), Confidentiality (8), Warranties as to pre-termination Deliverables (9.1), Limitation of Liability (10), Indemnification (11), Dispute Resolution (13), and any other provisions that by their nature should survive termination.
In the event of any dispute, controversy, or claim arising out of or relating to these Terms or any SOW (“Dispute”), the parties agree first to attempt to resolve the Dispute through good faith negotiation. Either party may initiate this process by providing written notice to the other party describing the Dispute in reasonable detail. Senior representatives of both parties shall meet (in person, by video, or by telephone) within 15 business days of such notice to attempt resolution.
If the Dispute is not resolved through negotiation within 30 days of the initial notice (or such longer period as the parties may agree in writing), either party may refer the Dispute to mediation administered by a mutually agreed mediator. The costs of mediation shall be borne equally by the parties unless otherwise agreed.
If mediation fails or if either party declines to mediate, the Dispute shall be finally resolved by binding arbitration in accordance with the Arbitration and Conciliation Act, 1996 (India), as amended from time to time. The seat of arbitration shall be Ghaziabad, Uttar Pradesh, India. The arbitration shall be conducted by a sole arbitrator mutually agreed upon by the parties, or, failing agreement within 15 days, appointed in accordance with the said Act. The language of arbitration shall be English. The arbitral award shall be final and binding on both parties.
These Terms and all matters arising out of or in connection with them shall be governed by and construed in accordance with the laws of India, including the Indian Contract Act, 1872 and the Information Technology Act, 2000, without regard to conflict of law principles. Subject to Section 13.3, the courts of Ghaziabad and Delhi shall have exclusive jurisdiction over any Dispute that proceeds to litigation.
Where a Client is established in the European Union or the United Kingdom and personal data is processed in connection with the Services, the parties agree to enter into a Data Processing Agreement (DPA) that complies with the requirements of the General Data Protection Regulation (EU) 2016/679 (“GDPR”) and, where applicable, the UK GDPR. The existence of GDPR obligations does not alter the governing law or jurisdiction provisions of these Terms with respect to non-data-protection matters.
Neither party shall be liable to the other for any failure or delay in performing its obligations (other than a payment obligation) to the extent that such failure or delay is caused by a Force Majeure Event. A “Force Majeure Event” means any event beyond a party’s reasonable control, including but not limited to: acts of God, natural disasters, floods, earthquakes, epidemics or pandemics declared by governmental authorities, war, terrorism, civil unrest, governmental action, strikes or industrial disputes (other than those involving that party’s own employees), power outages, or failures of the internet or telecommunications infrastructure not attributable to that party’s negligence.
The affected party must: (a) notify the other party in writing as soon as reasonably practicable after the Force Majeure Event begins; (b) use reasonable efforts to mitigate the effects of the Force Majeure Event; and (c) resume performance as soon as the Force Majeure Event ceases. If a Force Majeure Event continues for more than 60 consecutive days, either party may terminate the affected SOW by written notice without liability (other than for payment of work completed to date).
You agree to use the Website only for lawful purposes and in a manner that does not infringe the rights of others or restrict or inhibit their use of the Website. Without limiting the foregoing, you agree not to:
When you submit information through forms on the Website (e.g., contact forms, project enquiry forms, newsletter sign-ups), you warrant that the information is accurate and that you have the right to submit it. You grant us the right to use such submissions for the purpose of responding to your enquiry or providing the requested service. We will handle your submitted data in accordance with our Privacy Policy.
The Website includes an AI-powered chatbot assistant (“AI Chatbot”) designed to answer questions about our Services. Please note:
We do not guarantee that the Website will be available at all times. We may suspend, withdraw, or restrict access to all or part of the Website for business or operational reasons, and we will try to give reasonable notice where possible.
The Website may contain links to third-party websites, services, or resources that are not owned or controlled by the Company. Such links are provided for your convenience only. The Company has no control over and assumes no responsibility for the content, privacy policies, or practices of any third-party websites or services. We do not warrant or endorse any linked third-party website.
We encourage you to review the terms and privacy policies of any third-party sites you visit. Your use of third-party services is entirely at your own risk.
Our collection, use, and protection of personal data is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Website or engaging our Services, you consent to the practices described in our Privacy Policy. If there is any inconsistency between these Terms and the Privacy Policy with respect to data protection matters, the Privacy Policy shall prevail.
We may update or modify these Terms from time to time to reflect changes in our Services, applicable law, or business practices. Where we make material changes, we will:
Your continued use of the Website or our Services after the effective date of any revised Terms constitutes your acceptance of those changes. We recommend that you review these Terms periodically. For active client engagements, modifications will not affect signed SOWs already in effect unless both parties agree in writing.
If any provision of these Terms is found by a competent authority to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the provision shall be deleted. The modification or deletion of any provision shall not affect the validity and enforceability of the remaining provisions.
A failure or delay by either party to exercise any right or remedy under these Terms does not constitute a waiver of that or any other right or remedy. No single or partial exercise of any right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. A waiver of any breach shall not constitute a waiver of any subsequent breach.
These Terms, together with any signed SOW and our Privacy Policy, constitute the entire agreement between the parties with respect to their subject matter and supersede all prior or contemporaneous agreements, representations, warranties, and understandings, whether written or oral, relating to that subject matter. No terms or conditions set out in any Client purchase order or similar document shall form part of any contract between the parties, even if accepted or countersigned by the Company.
The Client may not assign, transfer, or sub-contract any of its rights or obligations under these Terms or any SOW without the Company’s prior written consent. The Company may assign these Terms or any SOW to an affiliate or to a successor entity in connection with a merger, acquisition, or sale of substantially all of its assets, without the Client’s consent, provided the assignee assumes all obligations hereunder.
All notices required or permitted under these Terms shall be in writing and delivered by: (a) email with read receipt or delivery confirmation; (b) registered post or courier to the registered addresses of the parties. Notices to the Company should be addressed as set out in Section 20.
The Company is an independent contractor. Nothing in these Terms creates any partnership, joint venture, employment, franchise, or agency relationship between the parties. Neither party has authority to bind the other party or incur any obligation on its behalf.
These Terms are for the sole benefit of the parties and their respective permitted successors and assigns. Nothing in these Terms creates or is intended to create any right in any other person.
If you have any questions, concerns, or complaints regarding these Terms of Service, or if you wish to send a formal legal notice, please contact us:
Udaan Technologies Private Limited
Indirapuram, Ghaziabad
Uttar Pradesh — 201 014, India
Email: info@udaantechnologies.com
Phone: +91-120-4101115
Website: www.udaantechnologies.com
We aim to respond to all legal enquiries within 5 business days. For general customer support queries, please use our contact page.