Terms and Conditions

Last Updated: April 13, 2025

1. Introduction

Welcome to Ambites ("Ambites", "we", "us", "our"). These Terms and Conditions ("Terms") govern your access to and use of the services provided by Ambites, which operates as a collective of independent freelance professionals. By engaging our services, you ("Client", "you") agree to be bound by these Terms. Please read them carefully.

2. Definitions

"Services" refers to the range of professional services offered by Ambites, including but not limited to web development, mobile app development, backend development, UI/UX design, project management, support, maintenance, and consulting, as detailed in specific Project Agreements.
"Ambites Collective" refers to the network of independent freelance professionals collaborating under the Ambites name.
"Project Agreement" refers to a specific document (e.g., Statement of Work, Proposal, Contract) outlining the scope, deliverables, timeline, and cost for a particular project agreed upon between the Client and Ambites.
"Intellectual Property" refers to copyrights, trademarks, patents, trade secrets, and other proprietary rights.
"Confidential Information" refers to non-public information disclosed by one party to the other that is marked as confidential or reasonably should be understood to be confidential.

3. Scope of Services

Ambites provides Services through its collective of independent freelance professionals. The specific scope, deliverables, timelines, and fees for any project will be detailed in a separate Project Agreement. Ambites will assign appropriate freelance professionals from the collective to perform the Services based on project requirements and availability.

4. Client Obligations

To enable Ambites to perform the Services effectively, you agree to:

Provide timely access to necessary information, resources, personnel, and feedback.
Ensure that any materials provided by you (e.g., content, images, logos) do not infringe on third-party rights.
Appoint a primary contact person to communicate with Ambites regarding the project.
Adhere to the payment schedule outlined in the Project Agreement.

5. Payment Terms

Fees for Services will be specified in the Project Agreement. Unless otherwise agreed, payment terms are 50% upfront, 50% upon completion or based on milestones net 15 days from invoice date. Late payments may incur interest at a rate of 1.5% per month or the maximum rate permitted by law. All applicable taxes are the responsibility of the Client.

6. Intellectual Property Rights

Upon full payment for the Services outlined in a Project Agreement, the Intellectual Property rights for the custom-developed deliverables specifically created for the Client under that agreement will transfer to the Client. However, Ambites and its individual freelance professionals retain all rights to their pre-existing materials, tools, methodologies, and know-how used in providing the Services ("Pre-existing IP"). The Client is granted a non-exclusive, perpetual license to use any Pre-existing IP solely to the extent necessary to utilize the final deliverables.

7. Confidentiality

Both parties agree to maintain the confidentiality of the other party's Confidential Information and not to disclose it to third parties, except as required by law or as necessary to perform the Services freelancers within the Ambites Collective involved in the project, who are bound by confidentiality obligations. This obligation survives the termination of the agreement.

8. Warranties and Disclaimers

Ambites warrants that the Services will be performed in a professional and workmanlike manner. Specific warranties regarding deliverables a limited bug-fix period may be included in the Project Agreement.

EXCEPT AS EXPRESSLY STATED HEREIN OR IN A PROJECT AGREEMENT, AMBITES PROVIDES THE SERVICES AND DELIVERABLES "AS IS" AND DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF AMBITES AND ITS COLLECTIVE FREELANCERS FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE FORM OF ACTION, SHALL BE LIMITED TO THE AMOUNT OF FEES PAID BY THE CLIENT TO AMBITES FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM DURING THE 6 MONTHS PRECEDING THE EVENT.

IN NO EVENT SHALL AMBITES OR ITS COLLECTIVE FREELANCERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Termination

Either party may terminate a Project Agreement or the overall engagement: (a) with 30 days written notice; (b) immediately if the other party materially breaches these Terms or the Project Agreement and fails to cure such breach within 15 days of written notice or (c) immediately if the other party becomes insolvent or bankrupt. Upon termination, the Client shall pay for all Services rendered and expenses incurred up to the effective date of termination.

12. Changes to Terms

Ambites reserves the right to modify these Terms at any time. We will notify you of significant changes by posting the updated Terms on our website or by other means. Your continued use of our Services after such changes constitutes your acceptance of the new Terms.

13. Contact Information

If you have any questions about these Terms, please contact us using the contact form on our website or via email at support@ambites.co.in.