MVPHub Terms and Conditions

Effective Date: 2 January 2026

These Terms and Conditions govern the use of the MVPHub website and the product design, MVP development, consulting, and related services provided by Ceyentra Technologies (Pvt) Ltd (“Ceyentra,” “MVPHub,” “we,” “us,” or “our”).

By submitting an application, accepting a proposal, signing a Statement of Work, or purchasing a service, the customer (“Customer,” “you,” or “your”) agrees to these Terms.

1. Agreement Documents

Each project may be governed by:

An accepted proposal or quotation.
A Statement of Work (“SOW”).
Approved designs, requirements, and acceptance criteria.
These Terms and Conditions.
Our Privacy Policy.
Any mutually signed Non-Disclosure Agreement.

If the documents conflict, the signed SOW or proposal will take priority for project-specific matters, followed by these Terms.

2. Service Scope

We will provide the services and deliverables specifically described in the accepted proposal or SOW.

Before development begins, both parties will agree on measurable project boundaries, which may include:

User roles.
Screens and workflows.
Features and integrations.
Supported devices and browsers.
Design revision rounds.
Testing and deployment responsibilities.
Delivery milestones.
Acceptance criteria.

Anything not expressly included is outside the agreed scope. Any estimated or approximate limits must be finalized before the project begins.

3. Project Commencement

The delivery period begins only after:

The scope and acceptance criteria are approved.
The required initial payment is received.
Required content, branding, credentials, and technical access are provided.
A Customer decision-maker is appointed.
Any required design approval is completed.

A stated delivery period is measured in business days unless the proposal says otherwise.

4. Customer Responsibilities

The Customer will:

Provide accurate requirements, business rules, content, and instructions.
Appoint one authorized decision-maker.
Provide required feedback and approvals within the agreed review period.
Consolidate feedback from relevant stakeholders.
Ensure submitted content, data, and materials may legally be used.
Obtain required third-party accounts, licences, and approvals unless otherwise agreed.
Perform user acceptance testing within the agreed period.
Pay invoices according to the agreed schedule.
Make final business, legal, regulatory, and commercial decisions.

We are not responsible for delays or errors caused by inaccurate, incomplete, or late Customer inputs.

5. Ceyentra’s Responsibilities

We will:

Perform the services with reasonable care, skill, and professional diligence.
Assign personnel reasonably qualified for their responsibilities.
Keep the Customer reasonably informed about project progress.
Protect confidential information using appropriate safeguards.
Notify the Customer of material risks or delays that we identify.
Test deliverables against the agreed scope and acceptance criteria.
Correct verified defects covered by the agreed warranty.
Obtain approval before performing chargeable work outside the scope.

Both parties agree to cooperate honestly and promptly throughout the project.

6. Fees and Payments

Fees, taxes, currencies, milestones, and payment dates will be stated in the proposal or SOW.

Unless otherwise agreed:

Project capacity is reserved after acceptance and receipt of the initial payment.
Invoices must be paid by their stated due dates.
Final payment is due after UAT acceptance and before production deployment, source-code transfer, or final credential handover.
Third-party subscriptions, licences, hosting, payment-gateway charges, and similar external costs are not included unless expressly stated.
Bank charges and applicable taxes are the responsibility of the party legally required to pay them.

We may pause work when an undisputed invoice remains overdue after reasonable written notice. The delivery schedule will be adjusted accordingly.

If the Customer disputes an invoice in good faith, the Customer must explain the disputed amount promptly and pay any undisputed portion by the due date.

7. Changes to Scope

The following normally constitute change requests:

New screens, roles, workflows, reports, integrations, or data fields.
Changes to approved designs or user journeys.
Additional revision rounds.
New browser, device, language, accessibility, security, or compliance requirements.
Rework resulting from changed Customer instructions.
Changes caused by third-party systems or APIs.
Requests made after scope approval that are not defects.

Before performing a chargeable change, we will provide its expected impact on fees, delivery time, testing, and dependencies. No chargeable change will proceed without approval from the Customer’s authorized representative.

8. Customer Delays and Project Inactivity

If required feedback, information, payment, or access is delayed, the project schedule will pause or be reasonably extended.

If a project remains inactive because of the Customer for more than 30 days, we may place it on hold after written notice. Restarting will depend on team availability and may require a revised schedule or reasonable restart fee, disclosed in advance.

If inactivity continues for 60 days, either party may close the project. The Customer will pay for completed work and unavoidable committed costs, and Ceyentra will refund any prepaid amount relating to work not performed.

9. Delivery and Acceptance

Deliverables will be evaluated against the written scope and acceptance criteria.

The Customer should complete UAT and provide one consolidated response within five business days, unless another period is agreed.

A defect means that a deliverable materially fails to operate according to an approved acceptance criterion. New functionality, changed preferences, or requirements not included in the agreed scope are not defects.

If the Customer identifies a valid defect, we will correct it within a reasonable period and resubmit the affected deliverable.

A deliverable will be considered accepted when:

The Customer confirms acceptance in writing;
It satisfies the agreed acceptance criteria and no material defects are reported during the review period; or
The Customer uses it in production, excluding reasonable evaluation or testing.

Acceptance will not remove the Customer’s rights concerning hidden defects covered by the warranty.

10. Delivery Commitments

Any advertised rapid-delivery commitment applies only to technically qualified, fixed-scope projects that meet the commencement conditions.

The delivery period may be reasonably adjusted where delay results from:

Customer feedback, approval, payment, or access delays.
Approved changes to scope.
Third-party service failures or API changes.
Previously undisclosed technical or data issues.
Security, legal, or regulatory requirements not identified during scoping.
Events outside either party’s reasonable control.

If a material delay is caused solely by Ceyentra, we will notify the Customer and agree on a reasonable revised delivery plan. If the delay defeats the project’s agreed purpose and cannot reasonably be resolved, the Customer may terminate the affected work and receive a refund for prepaid services not delivered.

11. Third-Party Services

Projects may use cloud platforms, open-source software, AI services, APIs, plugins, payment gateways, or other third-party products.

Third-party products remain subject to their own:

Terms and privacy policies.
Licence restrictions.
Availability and service levels.
Pricing and usage limits.
Security and data-processing practices.

We will identify material third-party dependencies where reasonably possible. Neither party is responsible for a third-party failure outside its control, but both parties will cooperate to reduce its impact.

Any additional work caused by a third-party change will be discussed and approved before charges are incurred.

12. AI-Assisted Development

We may use approved AI-assisted tools for design, development, testing, documentation, and quality review.

Ceyentra remains responsible for professionally reviewing its deliverables. We will apply reasonable controls when handling confidential information and will not intentionally submit confidential Customer data to public AI systems for model training.

The Customer must inform us before the project begins if AI tools are prohibited or subject to particular compliance requirements.

AI-assisted output will not reduce the Customer’s ownership rights in custom deliverables transferred under these Terms, subject to applicable law and third-party licence conditions.

13. Intellectual Property

Customer materials

The Customer retains ownership of its existing:

Brands and trademarks.
Content and data.
Requirements and business materials.
Designs or code supplied by the Customer.
Other pre-existing intellectual property.

The Customer grants Ceyentra a limited right to use these materials only to perform the agreed services.

Custom project deliverables

After full payment, the Customer will own the custom source code, custom designs, and project-specific documentation created exclusively for the project, unless the proposal states otherwise.

Ceyentra background materials

Ceyentra retains ownership of its pre-existing:

Frameworks and libraries.
Development tools.
Templates and processes.
General knowledge and methods.
Reusable components not created exclusively for the Customer.

Where such material is embedded in a deliverable, Ceyentra grants the Customer a perpetual, worldwide, non-exclusive licence to use it as part of the delivered product.

Third-party components

Open-source and third-party components remain subject to their applicable licences. We will not knowingly include a component that materially prevents the Customer’s intended use without informing the Customer.

Neither party may use the other party’s name, logo, testimonial, or project as publicity without prior written permission.

14. Confidentiality

Each party will protect the other party’s non-public business, technical, financial, product, and customer information using reasonable care.

Confidential information may be used only for the project and disclosed only to personnel or approved service providers who need access and are subject to suitable confidentiality duties.

These obligations do not apply to information that:

Is already lawfully public.
Was lawfully known without confidentiality restrictions.
Is independently developed without using confidential information.
Is lawfully received from another source.
Must be disclosed by law or court order.

Where legally permitted, the receiving party will notify the other party before a compulsory disclosure.

Confidentiality obligations will continue for five years after the engagement ends. Trade secrets and personal data will remain protected for as long as required by applicable law or while they remain confidential.

15. Personal Data

Each party will comply with applicable data-protection obligations relevant to its responsibilities.

Ceyentra will process personal data only for legitimate project and business purposes, apply reasonable safeguards, and limit access to authorized persons. More information is provided in the MVPHub Privacy Policy.

If Ceyentra processes personal data on the Customer’s behalf, the parties may enter into a separate Data Processing Agreement where required.

16. Warranty and Support

Unless a different period is agreed, we provide a 30-day warranty beginning on production deployment or final acceptance, whichever occurs first.

During this period, we will correct reproducible defects that cause the deliverable to materially fail against the agreed acceptance criteria.

The warranty does not cover:

New features or changed requirements.
Changes made by the Customer or another provider.
Misuse or operation outside documented assumptions.
Third-party platform failures or changes.
Unsupported infrastructure, browsers, or devices.
Issues arising from Customer-supplied data or content.
Security incidents caused by credentials or systems outside our control.

Ongoing maintenance, monitoring, hosting, updates, and enhancements require a separate support agreement unless expressly included.

17. Suspension and Termination

Either party may terminate the engagement if the other party materially breaches the agreement and does not correct the breach within 10 business days after written notice.

Either party may also terminate immediately where:

Continued performance would be unlawful.
The other party becomes insolvent.
There is serious misuse of systems or confidential information.
A material security risk cannot reasonably be resolved.

The Customer may terminate for convenience by written notice. In that event, the Customer will pay for work completed and unavoidable commitments made up to the termination date. Ceyentra will refund any remaining prepaid amount for services not performed.

Upon settlement of outstanding fees, Ceyentra will provide completed and paid-for deliverables in their current state.

18. Cancellation and Refunds

Initial payments may include reasonable costs for discovery, scheduling, design, and reserved delivery capacity.

If the Customer cancels before work begins, Ceyentra may retain only documented work already performed and reasonable non-recoverable reservation or third-party costs. Any remaining balance will be refunded.

If Ceyentra cancels without Customer breach, the Customer will receive completed work and a refund for prepaid services not delivered.

Refunds will normally be processed within 14 business days after the final amount is agreed.

19. Mutual Warranties

Each party confirms that:

It has authority to enter into the agreement.
It will comply with applicable laws relevant to its responsibilities.
Materials it supplies will not knowingly infringe another party’s rights.
It will not introduce malicious code or knowingly misuse the other party’s systems.

Ceyentra does not guarantee that an MVP will achieve investment, revenue, user adoption, product-market fit, regulatory approval, or commercial success.

20. Liability

Neither party will be liable for indirect, incidental, special, or consequential losses, such as loss of anticipated profit or opportunity, except where applicable law does not permit such an exclusion.

Each party’s total liability arising from a project will generally be limited to the fees paid or payable under the relevant SOW during the 12 months preceding the event giving rise to the claim.

This limitation does not apply to:

Fraud or wilful misconduct.
Death or personal injury caused by negligence.
Breach of confidentiality or misuse of personal data.
Intellectual-property infringement.
Payment obligations.
Liability that cannot lawfully be limited.

Each party must take reasonable steps to minimize any loss.

21. Intellectual-Property Claims

Ceyentra will reasonably assist in addressing a third-party claim that a custom deliverable created solely by Ceyentra infringes intellectual-property rights.

The Customer will reasonably assist with claims arising from Customer-supplied materials, instructions, data, or unauthorized modifications.

The responsible party’s obligation depends on receiving prompt notice, reasonable cooperation, and control of the defence or settlement. No settlement may impose an admission, payment, or continuing obligation on the other party without its approval.

22. Force Majeure

Neither party will be responsible for delay caused by events outside its reasonable control, including natural disasters, widespread internet or cloud outages, war, civil disturbance, government action, epidemics, or major utility failures.

The affected party must notify the other party promptly and take reasonable steps to resume performance.

If such an event continues for more than 30 days and materially prevents the project, either party may terminate the affected services. The Customer will pay for completed work, and prepaid fees for undelivered work will be refunded.

23. Communications and Electronic Acceptance

Project approvals, scope confirmations, and notices may be communicated through agreed electronic channels, including email and project-management systems.

An electronic acceptance, signed document, or written approval from an authorized representative may be treated as valid confirmation, subject to applicable law.

24. Dispute Resolution and Governing Law

The parties will first attempt to resolve a dispute through good-faith discussion between their authorized representatives.

If unresolved within 15 business days, the dispute will be escalated to senior management. The parties may then mutually agree to mediation before commencing formal proceedings.

Unless the SOW specifies another jurisdiction, these Terms are governed by the laws of Sri Lanka, and disputes will be subject to the competent courts of Sri Lanka.

Nothing in these Terms prevents either party from seeking urgent relief to protect confidential information, intellectual property, data, or systems.

25. Statutory Rights

Nothing in these Terms excludes any consumer, data-protection, or other statutory right that cannot legally be excluded or limited.

Sri Lanka’s Consumer Affairs Authority framework addresses unfair trade practices affecting both consumers and traders, while personal-data handling is governed by the Personal Data Protection Act and its amendments. Consumer Affairs Authority · Data Protection Authority

26. General Terms

Neither party may transfer the agreement without the other party’s reasonable consent, except as part of a legitimate corporate restructuring or sale of substantially all relevant business assets.
The parties are independent contractors. Nothing creates an employment, agency, partnership, or joint-venture relationship.
If one provision is unenforceable, the remaining provisions will continue to apply.
A failure to enforce a right immediately does not waive that right.
Amendments must be agreed in writing by authorized representatives.
These Terms, together with the applicable project documents, constitute the complete agreement for the relevant services.

27. Contact Details

Ceyentra Technologies (Pvt) Ltd
Service: MVPHub
Email: info@ceyentra.com