Terms of Use

1. Acceptance of Terms

By accessing or using the website at www.mercuryminds.com (the "Site") or engaging MercuryMinds for any services, you agree to be bound by these Terms of Use (the "Terms"). If you do not agree to these Terms, you must not access the Site or use our services.

These Terms apply to:

• All visitors to the Site;
• Prospective clients making enquiries;
• Existing clients receiving services under a Statement of Work, Project Agreement, or equivalent contractual document ("Project Agreement").

Where a Project Agreement exists between MercuryMinds and a client, the terms of that Project Agreement shall take precedence over these Terms of Use to the extent of any conflict. These Terms of Use supplement, and do not replace, any Project Agreement.

We reserve the right to amend these Terms at any time. The effective date of any revision is shown at the top of this page. Continued use of the Site or services after a revision constitutes acceptance of the revised Terms.

2. Definitions

In these Terms, the following definitions apply:

• "MercuryMinds" means MercuryMinds Technology Private Limited, a company incorporated in India (CIN: [Registration Number]), whose registered office is at 14/21, Desigar Street, Vadapalani, Chennai – 600026, Tamil Nadu, India.
• "Client" means any person or legal entity that engages MercuryMinds for services pursuant to a Project Agreement.
• "Services" means any AI and Data Engineering, e-commerce development, platform migration, catalogue management, or other professional services provided by MercuryMinds.
• "Deliverables" means any work product, code, documentation, content, data, or other output produced by MercuryMinds in the course of providing Services.
• "Client Materials" means any data, content, code, credentials, specifications, or other materials provided by the Client to MercuryMinds for the purposes of performing the Services.
• "AI Tools" means large-language model applications, generative AI systems, AI-assisted code generation tools, and related technologies used internally by MercuryMinds in service delivery, including but not limited to Anthropic Claude, OpenAI GPT, and Google Gemini.
• "Confidential Information" has the meaning given in Section 9.

3. Website Use

3.1 Permitted use

MercuryMinds grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Site for lawful purposes in connection with evaluating or engaging our services. All other use is prohibited.

3.2 Prohibited conduct

You must not:

• Use the Site for any unlawful purpose or in a manner that violates applicable law in any jurisdiction;
• Attempt to gain unauthorised access to any part of the Site, its servers, or any system or network connected to the Site;
• Introduce viruses, malware, or any other harmful code to the Site;
• Scrape, crawl, or harvest data from the Site using automated tools without our prior written consent;
• Use the Site to transmit unsolicited commercial communications;
• Impersonate MercuryMinds or any of its personnel;
• Use the Site in any manner that could damage, disable, overburden, or impair our infrastructure.

3.3 Accuracy of information

The information on the Site is provided for general information purposes. While we endeavour to keep it accurate and current, we make no warranties about its completeness, accuracy, or fitness for any particular purpose. Nothing on the Site constitutes legal, financial, technical, or professional advice.

3.4 Availability

We do not guarantee uninterrupted or error-free access to the Site. We may suspend, restrict, or terminate access at any time without notice for maintenance, security, or operational reasons.

4. Services

4.1 Scope

The nature, scope, timeline, and cost of Services are defined in a Project Agreement (which may include a Statement of Work, Proposal, or equivalent document) agreed in writing between MercuryMinds and the Client. These Terms supplement any such Project Agreement.

4.2 Change of scope

Any change to the agreed scope of Services must be requested in writing and agreed in writing by both parties before work on the changed scope commences. MercuryMinds is not obliged to perform work outside the agreed scope and may adjust timelines and fees accordingly for any agreed scope change.

4.3 Third-party platforms and tools

Our Services frequently involve third-party platforms (including Shopify, Magento, WooCommerce, X-Cart, and others) and third-party tools. MercuryMinds is not responsible for the functionality, pricing changes, API limitations, deprecation, or discontinuation of any third-party platform or tool. Where such changes materially affect the Services, we will notify the Client and agree on a revised approach in writing.

4.4 Client dependencies

Timelines and deliverables set out in any Project Agreement are conditional on the Client providing required inputs, approvals, access, and feedback within the timeframes agreed. MercuryMinds shall not be liable for delays caused by the Client's failure to meet these dependencies. Where Client delays materially affect the project, MercuryMinds reserves the right to reschedule the project and adjust timelines accordingly.

5. Use of AI Tools in Service Delivery

5.1 Internal use

MercuryMinds uses AI Tools, including large-language model APIs and AI-assisted code generation tools, as productivity aids in the delivery of Services. This may include, without limitation:

• AI-assisted drafting of code, documentation, and content that is reviewed and validated by human engineers before delivery;
• AI-assisted research and summarisation used internally by our team;
• AI-assisted generation of initial content, data structures, or specifications that form the basis for further human-reviewed development.

All AI-assisted outputs that form part of Deliverables are reviewed, tested, and validated by qualified human team members before delivery to the Client. MercuryMinds does not deliver AI-generated outputs without human review.

5.2 Client data and AI tools

MercuryMinds will not input Client Confidential Information, personal data belonging to the Client or its customers, or Client proprietary business data into any public-facing AI tool or any AI system whose terms permit use of inputs for model training, without the Client's explicit prior written consent.

Where a project requires the use of Client data within an AI system, this must be agreed in writing in the Project Agreement, including specification of which AI tools will be used, for what purpose, and under what data protection terms.

5.3 AI output disclaimers

The Client acknowledges that:

• AI Tools may produce outputs that are inaccurate, incomplete, biased, or otherwise unsuitable for direct use without review;
• MercuryMinds does not warrant that any AI Tool will produce consistent or reproducible results;
• The legal status of intellectual property in AI-generated outputs is evolving across jurisdictions, and MercuryMinds makes no representation that AI-generated content is free of third-party IP claims;
• AI outputs used in Deliverables have been subject to human review by MercuryMinds, but the Client remains responsible for reviewing and testing all Deliverables before use in production environments.

5.4 AI regulatory compliance

MercuryMinds monitors applicable AI regulation — including the EU Artificial Intelligence Act, UK AI regulatory framework, and emerging Indian AI governance frameworks — and will adjust its practices as required. Where specific regulatory obligations apply to a Client's project by reason of the Client's industry or jurisdiction, the Client is responsible for notifying MercuryMinds and ensuring the project scope accounts for those obligations.

5.5 No AI warranties

MercuryMinds does not warrant the accuracy, completeness, fitness for purpose, or regulatory compliance of any AI Tool used internally, nor of any AI-generated content included in Deliverables after human review. The liability provisions in Section 11 apply in full to any claim arising from AI-assisted Deliverables.

6. Intellectual Property

6.1 MercuryMinds IP

All intellectual property rights in the Site — including its design, content, code, trademarks, and data — are owned by MercuryMinds or its licensors. Nothing in these Terms grants you any rights in MercuryMinds' pre-existing IP.

6.2 Client ownership of bespoke Deliverables

Subject to full payment of all fees due under the applicable Project Agreement, MercuryMinds assigns to the Client all intellectual property rights in bespoke Deliverables created specifically for that Client under the Project Agreement. This assignment takes effect upon receipt of full payment. MercuryMinds retains no licence to use those bespoke Deliverables after assignment except as required to perform the Services.

6.3 Pre-existing IP and tools

MercuryMinds retains all rights in:

• Any pre-existing code, frameworks, libraries, tools, methods, or know-how ("Background IP") used in producing Deliverables;
• Any generic or reusable components developed during the project that are not specific to the Client's business;
• Internal tools, processes, and documentation used by MercuryMinds in project delivery.

Where Deliverables incorporate Background IP, MercuryMinds grants the Client a non-exclusive, perpetual, royalty-free licence to use that Background IP solely as part of the Deliverables for the Client's own business purposes.

6.4 Client Materials

The Client retains all rights in Client Materials. The Client grants MercuryMinds a limited licence to use Client Materials solely for the purpose of performing the agreed Services. MercuryMinds will not use Client Materials for any other purpose.

6.5 Open-source components

Deliverables may incorporate open-source software components. Where they do, such components are subject to their respective open-source licences. MercuryMinds will notify the Client of material open-source components and the applicable licences in the Deliverables documentation.

6.6 Portfolio rights

Unless the Client objects in writing prior to project commencement, MercuryMinds reserves the right to reference the Client's name and the general nature of the project (without disclosure of Confidential Information) in its marketing materials, case studies, and portfolio. Specific case studies involving business performance data require the Client's prior written consent.

6.7 AI-generated content and IP

The Client acknowledges that the intellectual property status of AI-generated content is subject to ongoing legal development across jurisdictions. MercuryMinds will take reasonable steps to ensure AI-assisted Deliverables do not knowingly incorporate third-party copyrighted material, but makes no warranty in this regard. The Client is advised to conduct its own IP review of Deliverables where regulatory or commercial risk is material.

7. Client Obligations

The Client agrees to:

• Provide accurate and complete information necessary for the performance of the Services;
• Provide timely access to systems, data, credentials, and personnel as reasonably required;
• Provide feedback and approvals within agreed timeframes;
• Ensure that any Client Materials provided to MercuryMinds do not infringe any third-party rights and are not subject to any restriction that would prevent their use for the agreed Services;
• Comply with the terms of any third-party platform (including Shopify, Magento, and others) relevant to the project;
• Not use the Services, Deliverables, or the Site for any unlawful purpose or in violation of any applicable law or regulation;
• Maintain adequate backups of its own data and systems; MercuryMinds is not responsible for data loss resulting from the Client's failure to maintain appropriate backups;
• Test all Deliverables thoroughly in a staging environment before deploying to production.

8. Payment Terms

8.1 Fees

Fees for Services are set out in the applicable Project Agreement. Unless otherwise agreed in writing, all fees are:

• Quoted and invoiced in the currency specified in the Project Agreement (typically GBP, USD, or INR);
• Subject to applicable taxes (including GST where applicable under Indian law, and VAT where required by the Client's jurisdiction);
• Non-refundable except as expressly provided in the Project Agreement or these Terms.

8.2 Payment schedule

Unless otherwise agreed, the standard payment schedule is: 50% deposit due on signing of the Project Agreement, with the balance due on project completion before delivery of final Deliverables. Specific milestones may be set out in the Project Agreement.

8.3 Late payment

Invoices are due for payment within 5 days of the invoice date unless otherwise agreed in writing. On invoices overdue by more than 14 days, MercuryMinds reserves the right to:

• Charge interest on the overdue amount at the rate of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower);
• Suspend Services until the overdue amount (including interest) is paid in full;
• Withhold delivery of Deliverables pending payment.

8.4 Disputed invoices

If the Client disputes any part of an invoice, it must notify MercuryMinds in writing within 14 days of the invoice date, specifying the grounds for the dispute. Undisputed portions of any invoice remain payable by the due date. The parties will use reasonable endeavours to resolve invoice disputes within 30 days.

9. Confidentiality

9.1 Definition

"Confidential Information" means any information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") in connection with the Services that is identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. This includes, without limitation, business plans, technical specifications, financial data, customer data, trade secrets, and the specific terms of any Project Agreement.

9.2 Obligations

The Receiving Party agrees to:

• Use the Disclosing Party's Confidential Information only for the purposes for which it was disclosed;
• Not disclose Confidential Information to any third party without the Disclosing Party's prior written consent, except to employees, contractors, or sub-processors who need to know it for the purposes of the Services and are bound by obligations of confidentiality no less restrictive than those in this section;
• Protect the Confidential Information with at least the same degree of care it applies to its own confidential information, and in any event no less than reasonable care.

9.3 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach of these Terms; (b) was rightfully known to the Receiving Party before disclosure; (c) is independently developed by the Receiving Party without use of the Confidential Information; or (d) is required to be disclosed by law, court order, or regulatory authority, provided that the Receiving Party gives the Disclosing Party as much prior notice as practicable.

9.4 Duration

Confidentiality obligations survive termination of the parties' engagement for a period of five (5) years, except in respect of trade secrets and client personal data, which remain subject to confidentiality obligations and applicable data protection law indefinitely.

10. Warranties and Disclaimers

10.1 MercuryMinds warranties

MercuryMinds warrants that:

• It will perform the Services with reasonable skill, care, and diligence consistent with industry standards;
• It has the right to enter into Project Agreements and to grant the IP rights set out in Section 6;
• It will comply with applicable laws in performing the Services.

10.2 Disclaimer — website

The Site and all content on it are provided on an "as is" and "as available" basis, without any warranty of any kind, whether express, implied, statutory, or otherwise, including without limitation any implied warranties of merchantability, fitness for a particular purpose, accuracy, non-infringement, or uninterrupted availability.

10.3 Disclaimer — Services and Deliverables

Except as expressly stated in Section 10.1 or in a Project Agreement, MercuryMinds makes no warranty that:

• Deliverables will be entirely free from defects (though we will use reasonable efforts to remedy defects within any warranty period agreed in the Project Agreement);
• Third-party platforms, APIs, or tools used in Deliverables will remain available, functional, or unchanged;
• Deliverables will achieve any specific business outcome, including but not limited to increases in sales, search rankings, conversion rates, or operational efficiency;
• AI-assisted Deliverables will be free from errors, inconsistencies, or third-party IP claims;
• Data migrations will be entirely free from data loss (though we apply documented no-data-loss processes as described in our service documentation).

10.4 Third-party platform changes

MercuryMinds shall not be responsible for any failure of Deliverables resulting from changes made by third-party platform providers (including Shopify, Magento, WooCommerce, X-Cart, and others) to their APIs, pricing, features, terms, or availability after delivery. Post-delivery changes to third-party platforms may require additional development work, which will be scoped and charged separately.

11. Limitation of Liability

11.1 Exclusion of consequential loss

To the maximum extent permitted by applicable law, MercuryMinds shall not be liable to the Client or any third party for any:

• Loss of profit, revenue, or anticipated savings;
• Loss of business, contracts, or commercial opportunities;
• Loss of or damage to goodwill or reputation;
• Loss of data or information (beyond the direct cost of reasonable data recovery efforts);
• Business interruption losses;
• Indirect, incidental, special, punitive, or consequential loss or damage of any kind;

whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, even if MercuryMinds has been advised of the possibility of such loss or damage.

11.2 Cap on total liability

Subject to Section 11.3, MercuryMinds' total aggregate liability to the Client arising out of or in connection with any Project Agreement, whether in contract, tort, or otherwise, shall not exceed the total fees actually paid by the Client to MercuryMinds under that Project Agreement in the twelve (12) months immediately preceding the event giving rise to the claim.

11.3 Exceptions to liability cap

Nothing in these Terms limits or excludes liability for:

• Death or personal injury caused by MercuryMinds' negligence;
• Fraud or fraudulent misrepresentation;
• Any liability that cannot be excluded or limited by applicable law in the relevant jurisdiction;
• A breach of the confidentiality obligations in Section 9 that causes direct financial loss (though consequential losses remain excluded).

11.4 AI-specific liability

MercuryMinds is not liable for any loss, damage, claim, or liability arising from:

• Inaccurate, incomplete, or biased outputs produced by AI Tools, where those outputs were reviewed by MercuryMinds before delivery;
• Third-party IP claims relating to AI-generated content included in Deliverables;
• Regulatory non-compliance arising from the Client's use of AI-assisted Deliverables in the Client's own products or services;
• Changes to AI Tool terms, capabilities, or pricing by third-party AI providers after the commencement of the project;
• AI system downtime, errors, or unavailability affecting MercuryMinds' ability to deliver within agreed timelines, unless MercuryMinds has failed to implement reasonable alternatives.

11.5 Third-party platform liability

MercuryMinds is not liable for any loss or damage caused by changes to, unavailability of, or decisions made by any third-party platform (including Shopify, Magento, WooCommerce, X-Cart, Adobe, Google, Amazon, eBay, or any other third-party service) after delivery of relevant Deliverables, including but not limited to:

• Platform fee increases or changes to pricing models;
• API deprecation, rate limit changes, or feature removal;
• Platform outages or service interruptions;
• Platform policy changes that render Deliverables non-compliant;
• Loss of rankings, impressions, or traffic resulting from search engine algorithm changes.

11.6 Mitigation

The Client must take all reasonable steps to mitigate any loss or damage arising from any breach or other act or omission by MercuryMinds. MercuryMinds' liability shall be reduced to the extent that the Client has failed to mitigate.

11.7 Time limit for claims

Any claim by the Client against MercuryMinds arising out of or in connection with the Services must be brought within twelve (12) months of the date on which the Client became aware (or ought reasonably to have become aware) of the facts giving rise to the claim. Claims not brought within this period are absolutely time-barred.

12. Indemnification

The Client agrees to indemnify, defend, and hold harmless MercuryMinds, its directors, officers, employees, contractors, and agents from and against any claims, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• The Client's breach of these Terms or any Project Agreement;
• The Client's use of Deliverables in a manner not authorised by MercuryMinds or not contemplated by the Project Agreement;
• Any Client Materials that infringe the intellectual property rights or other rights of any third party;
• The Client's violation of any applicable law or regulation in connection with its use of the Services or Deliverables;
• Claims by the Client's own customers or users arising from the Client's products, services, or operations (including any products or services built using MercuryMinds' Deliverables);
• The Client's use of AI-assisted Deliverables in a manner that generates claims of IP infringement, defamation, regulatory breach, or other third-party liability.

13. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations (other than payment obligations) where such delay or failure results from circumstances beyond its reasonable control, including but not limited to:

• Acts of God, natural disasters, earthquakes, floods, fires, or extreme weather events;
• Acts of war, terrorism, civil unrest, riots, or insurrection;
• Government actions, sanctions, embargoes, or regulatory orders;
• Pandemic, epidemic, or public health emergency declared by a national or international authority;
• Major internet outages, cyberattacks, or infrastructure failures affecting communications networks generally;
• Failures or outages of third-party cloud providers, AI platforms, or software platforms on which the party reasonably relies;
• Industrial action (strikes or lockouts) by third parties.

The party affected by a force majeure event must notify the other party as soon as reasonably practicable, specifying the nature and expected duration of the event. The affected party must use reasonable efforts to mitigate the impact of the force majeure event and resume performance as soon as reasonably practicable.

If a force majeure event continues for more than sixty (60) days, either party may terminate the relevant Project Agreement by written notice without liability (save for payment for work completed to the point of termination).

14. Term and Termination

14.1 Term

These Terms remain in effect for as long as you use the Site or receive Services from MercuryMinds. The term of each Project Agreement is set out in that agreement.

14.2 Termination for convenience

Unless a Project Agreement provides otherwise, either party may terminate a Project Agreement for convenience on 30 days' written notice. On termination for convenience:

• The Client shall pay for all Services performed and Deliverables produced up to the effective date of termination;
• MercuryMinds shall deliver all completed Deliverables and work-in-progress to the Client;
• Any deposit paid for work not yet commenced is refundable at MercuryMinds' discretion, taking into account costs already incurred.

14.3 Termination for cause

Either party may terminate a Project Agreement immediately on written notice if the other party:

• Commits a material breach of the Project Agreement or these Terms and fails to remedy it within 14 days of written notice specifying the breach;
• Becomes insolvent, enters administration, is wound up, or makes an arrangement with creditors;
• Engages in fraudulent, illegal, or grossly negligent conduct in connection with the Services.

On termination for cause by MercuryMinds, all outstanding invoices become immediately due and payable.

14.4 Consequences of termination

Termination does not affect any rights or obligations accrued before the date of termination. Sections 6, 9, 11, 12, 15, and 16 survive termination of any Project Agreement.

15. Governing Law and Dispute Resolution

15.1 Governing law

These Terms and any Project Agreement are governed by and construed in accordance with the laws of India, without regard to its conflict of laws rules.

Where a Client is based in the United Kingdom, nothing in this clause removes the Client's right to invoke mandatory consumer or B2B protections afforded by UK law (including the Consumer Rights Act 2015, where applicable).

Where a Client is based in a US state with mandatory venue or governing law provisions applying to B2B service contracts, the parties acknowledge those provisions may apply alongside the above.

15.2 Amicable resolution

The parties agree that before commencing formal proceedings, they will use reasonable, good-faith efforts to resolve any dispute by direct negotiation between senior representatives of each party. This negotiation period shall last a minimum of 30 days from the date either party gives written notice of a dispute.

15.3 Arbitration

If a dispute cannot be resolved through negotiation under Section 15.2, the parties agree to submit the dispute to binding arbitration under the rules of the Indian Council of Arbitration or such other arbitral institution as the parties mutually agree in writing. The arbitration shall be conducted in English, and the seat of arbitration shall be Chennai, Tamil Nadu, India. The decision of the arbitrator shall be final and binding on both parties and may be enforced in any court of competent jurisdiction.

15.4 Courts

Where arbitration is not available or not sought, the parties submit to the exclusive jurisdiction of the courts of Chennai, Tamil Nadu, India for the resolution of any dispute, subject to Section 15.1.

15.5 Injunctive relief

Notwithstanding the above, either party may seek urgent injunctive or other equitable relief from any court of competent jurisdiction to protect confidential information or intellectual property rights pending final resolution of a dispute.

16. General Provisions

16.1 Entire agreement

These Terms, together with any applicable Project Agreement, constitute the entire agreement between the parties with respect to its subject matter and supersede all prior agreements, representations, and understandings, whether oral or written. No representation made during negotiations shall be incorporated into this agreement unless expressly stated in a Project Agreement.

16.2 Severability

If any provision of these Terms is held to be invalid, unlawful, or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it valid and enforceable, or severed if modification is not possible. The remaining provisions shall continue in full force and effect.

16.3 Waiver

A failure or delay by either party in exercising any right or remedy under these Terms shall not constitute a waiver of that right or remedy. A waiver of any breach of these Terms shall not constitute a waiver of any subsequent breach.

16.4 Assignment

The Client may not assign, transfer, or sub-contract its rights or obligations under any Project Agreement without MercuryMinds' prior written consent. MercuryMinds may assign its rights and obligations under a Project Agreement to an affiliate or a successor entity in a merger, acquisition, or sale of assets, provided it notifies the Client promptly.

16.5 Sub-contracting

MercuryMinds may sub-contract elements of the Services to qualified third parties, provided that MercuryMinds remains responsible to the Client for the performance of sub-contracted Services. MercuryMinds will not sub-contract the primary delivery of a project without the Client's prior written consent.

16.6 Notices

All formal notices under these Terms or any Project Agreement must be given in writing and delivered by email (with read receipt or acknowledgement) or courier to the addresses specified in the Project Agreement. Notices are effective on the date of receipt.

16.7 Relationship of parties

The relationship between MercuryMinds and the Client is that of independent contractors. Nothing in these Terms or any Project Agreement creates any employment, partnership, joint venture, agency, or franchise relationship between the parties.

16.8 No third-party rights

These Terms do not create any rights enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999 (UK) or any equivalent legislation in any other jurisdiction, unless expressly stated otherwise.

16.9 Amendments

MercuryMinds may amend these Terms of Use by posting a revised version on the Site. The revised Terms take effect from the date of posting. For existing Project Agreements, amendments to these Terms do not apply without the Client's written consent. MercuryMinds will give at least 30 days' notice of material changes by posting notice on the Site or by direct communication with active clients.

17. Contact

For questions about these Terms or to provide notices under a Project Agreement:

MercuryMinds Technology Private Limited
Legal and Contracts
14/21, Desigar Street, Vadapalani
Chennai – 600026, Tamil Nadu, India
Email: info@mercuryminds.com

Legal notice: These Terms of Use have been prepared by MercuryMinds for use on its website and as supplementary terms to its client engagements. They reflect MercuryMinds' standard commercial practice as of the effective date shown above. Clients with specific regulatory requirements (including regulated financial services, healthcare, or government sectors) should discuss bespoke contract terms with MercuryMinds prior to project commencement. MercuryMinds recommends that all clients obtain independent legal advice before entering into significant commercial agreements.