Terms of service for business clients

These Terms of Service (the "Terms") govern all services that AutonomicsAI LLP provides to business clients under the trading name "Autonomics AI".

Supplier: AutonomicsAI LLP, a limited liability partnership registered in India (LLPIN ADA-5258). Registered office: 303, Gitanjali Pride 1, 5th Main, 3rd A Cross, Jeevanbhimanagar, Bengaluru 560075, Karnataka, India. Email: [email protected] (general and legal notices), [email protected] (invoices and payments). In these Terms, "we", "us" and "our" mean AutonomicsAI LLP.

Client: the business named in the Statement of Work. "You" and "your" mean the Client.

1. Business-only contract

1.1 We contract only with businesses. We sell our services only to companies, partnerships, sole proprietors acting in the course of their trade, and other organisations, for use in their business. We do not sell to consumers.

1.2 By accepting a Statement of Work, you confirm that (a) you are acting for the purposes of your trade, business or profession and not as a consumer; and (b) the person accepting has authority to bind the business named in it.

1.3 If a law that protects consumers nonetheless applies to you, nothing in these Terms removes a right that law says cannot be removed.

2. Definitions

In these Terms:

"Agreement" means these Terms, every Statement of Work, the Data Processing Agreement where clause 15 applies, and the Acceptable Use and AI Policy, together.
"Background IP" means everything we own or license that exists before a Statement of Work or that we develop independently of it, including our software, code libraries, templates, page and funnel designs, automation workflows, scripts, configurations, AI prompts, prompt chains, evaluation sets, checklists, methods and know-how, and any improvements to them.
"Business Day" means a day other than a Saturday, Sunday or public holiday in Bengaluru, India.
"Client Materials" means content, data, logos, trade marks, images, product information, credentials, instructions and other material that you (or someone on your behalf) supply to us.
"Deliverables" means the items listed as deliverables in a Statement of Work that we create specifically for you.
"Fees" means the fees stated in a Statement of Work or invoice.
"Go-Live" means the point at which the Pilot Deliverables are published or switched on so that they can be used, as described in the Statement of Work.
"Personal Data" has the meaning given in the Data Processing Agreement.
"Pilot" means a fixed-scope, fixed-price first engagement described as a pilot in a Statement of Work.
"Retainer" means a recurring monthly service.
"Statement of Work" or "SOW" means a proposal, order form, quote or scope document that refers to these Terms and that both parties accept under clause 3.
"Third-Party Platforms" means services we do not control, including Google (Search, Business Profile, Ads, Workspace), Meta (Facebook, Instagram, WhatsApp), Microsoft, website hosts, domain registrars, Cloudflare, email and SMS providers, payment processors, CRMs, marketplaces and AI model providers.

3. Statements of Work and acceptance

3.1 What an SOW contains. Each SOW sets out the services, Deliverables, Fees, timeline, any minimum term, and any service-specific terms. Each SOW is a separate contract on these Terms.

3.2 How an SOW becomes binding. An SOW binds both parties when you do any of the following:

(a) sign it, by hand or electronically;

(b) click to accept it online;

(c) reply by email from your business address stating that you accept or approve it (for example "approved", "accepted" or "go ahead"); or

(d) pay an invoice that refers to it.

3.3 Electronic contracting. Both parties agree that an SOW accepted by any method in clause 3.2 is a valid and enforceable contract, and that email records, click logs and electronic signatures may be used as evidence of acceptance. Neither party will dispute an SOW only because it was formed or signed electronically.

3.4 Your terms do not apply. These Terms apply instead of any terms in your purchase order, vendor portal, or similar document, even if we sign or accept it for administrative reasons.

3.5 Changes to scope. Either party may ask for a change. A change binds only when both parties agree it in writing (email is enough). We may charge for extra work at the rates in the SOW, or at a price we quote before starting.

3.6 Revisions. Unless the SOW says otherwise, each Deliverable includes two rounds of revisions. A revision round is one consolidated set of written feedback. Further rounds are change requests.

4. Your responsibilities

4.1 Access, content and feedback. You will, at your own cost and on time:

(a) provide the Client Materials, accounts, logins, permissions and approvals listed in the SOW or that we reasonably request;

(b) give us a single contact who can make decisions;

(c) review and give consolidated written feedback within 5 Business Days of each request (or any other period in the SOW); and

(d) keep ownership and control of your own domains, hosting, ad accounts, Business Profiles, social accounts and payment accounts. We act inside them as your authorised user, not as their owner.

4.2 Your materials. You confirm that you own or have permission to use all Client Materials, that they are accurate, and that our use of them as you instruct will not break any law or infringe anyone's rights. You are responsible for the claims you make to your customers, including claims about prices, licences, insurance, warranties, qualifications and results.

4.3 Consents for messaging. If a service sends emails, SMS, WhatsApp or other messages to your customers or leads (for example an instant-reply setup), you are responsible for having the consents, opt-in records, sender registrations (such as A2P 10DLC in the US) and privacy notices that the law requires, and for telling us of any opt-outs you receive.

4.4 Delays caused by you. If you do not meet a responsibility in this clause 4:

(a) our dates move by at least the length of your delay;

(b) we are not in breach of the Agreement to the extent our performance is affected; and

4.5 Lawful use. You will use the services and Deliverables lawfully and in line with the Acceptable Use and AI Policy.

5. Delivery and acceptance of Deliverables

5.1 Delivery. We deliver a Deliverable by publishing it, switching it on, sharing a link or file, or telling you by email that it is ready for review.

5.2 Review. You have 5 Business Days from delivery (the "Review Period") to tell us in writing of any way in which the Deliverable does not materially match the SOW, with enough detail for us to reproduce it. We will then fix the non-conformity and redeliver, and a new Review Period starts for the fixed items only.

5.3 Deemed acceptance. A Deliverable is accepted on the earliest of:

(a) your written acceptance;

(b) the end of the Review Period without a notice under clause 5.2; or

(c) your use of it in live business operations (for example taking real enquiries through it), except where you use it only to test it.

5.4 Minor issues. Minor defects that do not stop a Deliverable from being used for its purpose do not prevent acceptance. We will fix them within a reasonable time.

6. Fees, invoicing and payment

6.1 Currency and method. Fees are in US dollars unless the SOW says otherwise. You pay to AutonomicsAI LLP by the method stated on the invoice. You pay your own bank, card and transfer charges, so that we receive the full invoiced amount.

6.2 Billing in advance.

(a) Pilots are billed 100% in advance.

(b) Builds are billed 50% on acceptance of the SOW and 50% on delivery, unless the SOW says otherwise.

(d) Pay-per-meeting and per-unit services are billed as the SOW states.

Work starts only after the first payment clears.

6.3 Due date. Invoices are payable when issued unless the invoice or SOW gives a later date.

6.4 Disputed invoices. If you believe an invoice is wrong, tell [email protected] in writing within 10 Business Days of the invoice date, with reasons. You must pay any undisputed part on time. We will both act in good faith to resolve the dispute promptly.

6.5 Late payment. If an undisputed amount is not paid on time:

(a) we may charge simple interest on it from the due date until payment at 1.5% per month, or the highest rate the applicable law allows if that is lower;

(b) you will reimburse our reasonable costs of collecting it, including reasonable legal and collection-agency fees; and

(c) this clause does not affect any statutory right we have to interest on delayed payments, including under the Micro, Small and Medium Enterprises Development Act, 2006 where it applies.

The parties agree that this interest is a genuine pre-estimate of the cost to us of late payment, not a penalty.

6.6 Suspension for non-payment. If an undisputed amount is more than 7 days overdue, we may suspend some or all services after giving you at least 5 Business Days' written notice. During suspension we may pause work, pause automations, and stop hosting or maintaining anything we host for you. We will not delete your data or Deliverables during suspension. We will resume within 3 Business Days after you pay in full. Fees continue to accrue during a suspension that results from your non-payment. We are not liable for any loss caused by a suspension made in line with this clause.

6.7 Payment disputes with your bank or card issuer. You agree to raise any billing problem with us under clause 6.4 before starting a chargeback or payment reversal. Starting a chargeback for an amount that is properly due is a breach of the Agreement, and you will repay the amount reversed and any chargeback fee we incur.

6.8 Price changes. We may change Retainer Fees by giving at least 30 days' written notice. A change does not take effect during a minimum term. If you do not accept it, you may end the Retainer under clause 9.3 before the change takes effect.

6.9 No set-off. You will pay Fees without set-off or deduction, except deductions required by law under clause 7.

7. Taxes

7.1 Fees exclude taxes. Fees do not include taxes, duties or levies.

7.2 Indian GST. For clients outside India, we intend to supply our services as an export of services that is zero-rated under Indian GST law (under a Letter of Undertaking, where we hold one). For clients in India, or where the conditions for zero-rating are not met, we will add GST at the applicable rate and you will pay it. You will give us any information we need to show that a supply is an export, including your business name, address and tax identifiers.

7.3 Your local taxes. You are responsible for any sales, use, VAT, GST or similar tax due in your country on services you receive, including under any reverse-charge rule.

7.4 Withholding. If the law requires you to withhold or deduct tax from a payment to us, you will:

(a) tell us before paying, so that we can provide any form or certificate that reduces or removes the withholding (for example a US Form W-8BEN-E or a treaty-residence certificate);

(b) pay the amount withheld to the tax authority on time;

(d) unless the SOW says otherwise, pay us an extra amount so that, after the withholding, we receive what we would have received without it.

8. Pilots and refunds

8.1 Pilot Guarantee. If the Pilot Deliverables are not live within 7 days of the date on which we have received all the content and access listed in the SOW (the "Start Date"), we will refund the Pilot fee in full. This is a promise about delivery time only. It is not a promise about leads, rankings, revenue or any other result. "Live" means Go-Live as described in the SOW.

8.2 How to claim. To claim under the Pilot Guarantee, email [email protected] within 30 days after the 7-day period ends. We will pay the refund to the original payment method (or by another method you agree) within 14 days of your claim. After a refund, the Pilot ends and you must stop using any Pilot Deliverables that we have not been paid for.

8.3 When the Pilot Guarantee does not apply. The 7 days do not run, and are paused, for any period in which:

(a) content or access we have asked for, and that is listed in the SOW, is incomplete or not working;

(b) we are waiting for your approval or feedback;

(c) a Third-Party Platform is reviewing, delaying or rejecting something (for example a domain, a Business Profile verification, a messaging-number registration or an ad review); or

(d) you have asked us to change the scope.

If you have not supplied the content and access within 30 days of paying, we may close the Pilot by written notice. In that case the Pilot fee is not refunded under the Pilot Guarantee, but we will credit it in full against any service you order from us within 6 months of the notice.

8.4 No other refunds. Apart from the Pilot Guarantee, any refund expressly stated in an SOW, and any refund that the applicable law requires and that cannot be excluded by contract, Fees paid are not refundable. In particular, Fees are not refundable because you change your mind, no longer need the services, or are unhappy with business results. This does not limit your remedies under clause 13.2 for services that do not meet the warranty in that clause.

9. Term, minimum terms and termination

9.1 Term. Each SOW starts on acceptance and continues until its services are complete or it ends under this clause 9.

9.2 Minimum term. Where an SOW states a minimum term (for example 3 months for some Retainers), the Retainer runs for at least that term and Fees for the whole minimum term are committed when you accept the SOW. You may end the Retainer earlier only by paying the Fees for the rest of the minimum term, which become due on the date you give notice. These Fees are the agreed price for the committed term, not a penalty.

9.3 Termination for convenience after the minimum term. After any minimum term (or at any time, if there is none), either party may end a Retainer by giving at least 30 days' written notice. Fees for the notice period are payable, and we will continue to provide the services until the notice period ends. Notice can end the Retainer on any date after the 30 days; billing for a part-month is pro-rated.

9.4 Termination for cause. Either party may end an SOW, or the whole Agreement, immediately by written notice if the other party:

(a) commits a material breach and, if it can be fixed, does not fix it within 14 days after written notice describing it; or

(b) becomes insolvent, enters liquidation or administration, makes an arrangement with creditors, or stops carrying on business.

9.5 Our further termination rights. We may also end an SOW immediately by written notice if:

(a) undisputed Fees remain unpaid more than 30 days after the due date;

(b) you ask us to do something that we reasonably believe is unlawful, deceptive or contrary to the Acceptable Use and AI Policy, and you do not withdraw the request when we ask; or

(c) a Third-Party Platform needed for the service bans, suspends or permanently restricts your account for reasons not caused by us, so that the service can no longer be provided.

9.6 Effect of termination. When an SOW ends:

(a) you pay for all services provided and expenses incurred up to the end date, and any amounts due under clause 9.2;

(b) if you end an SOW for our uncured material breach under clause 9.4, we refund any Fees you paid in advance for services not yet provided;

(c) on full payment, ownership of the Deliverables passes under clause 10, and we give you any credentials, exports and files you need to continue, in a commonly used format;

(d) we will remove our access to your accounts when you ask, and you should change any passwords you shared; and

(e) we handle personal data as set out in the Data Processing Agreement.

10. Intellectual property

10.1 Your materials. You keep all rights in your Client Materials. You grant us a non-exclusive, royalty-free licence to use them only to provide the services.

10.2 Deliverables. When we receive full payment of all Fees for a Deliverable, we assign to you all rights that we hold in that Deliverable, to the extent any such rights exist, other than Background IP and third-party materials. Until then, you may use the Deliverable under a non-exclusive licence for the purposes of the SOW, and that licence ends if you do not pay the Fees for it within 30 days of their due date.

10.3 Background IP stays ours. We keep all rights in our Background IP, even where it is built into a Deliverable. On full payment, we grant you a non-exclusive, worldwide, perpetual, royalty-free licence to use, copy and modify the Background IP that is built into the Deliverables, only as part of those Deliverables and for your own business. You may transfer this licence only together with the Deliverables (for example if you sell your business). We are not required to hand over our prompts, workflows, source templates or internal tools unless the SOW lists them as Deliverables.

10.4 Third-party materials. Deliverables may include third-party fonts, images, plugins, open-source software or platform features. These are licensed to you on their own terms. We will tell you about any third-party material that needs a paid licence before using it.

10.5 AI-generated content. Parts of a Deliverable may be produced with AI tools. Copyright or other protection may not exist in some AI-generated content, and similar content may be produced for others by the same tools. We do not promise that any AI-generated content is protected, original, unique or exclusive to you.

10.6 Portfolio. We may name you as a client and show the work we did for you (without your confidential information) on our websites and in sales material. You may opt out at any time by emailing [email protected], and we will remove the material from our websites within 10 Business Days and stop using it in new material. We will not publish a testimonial, review or quote from you without your separate written permission, and we never make a discount conditional on a review.

10.7 Feedback. If you give us suggestions about our services, we may use them freely without any duty to you.

11. AI-assisted delivery

11.1 How we work. We use AI tools to help research, write, design, code and run parts of our services. A person on our team reviews AI output before we deliver it to you. Our Acceptable Use and AI Policy describes this in more detail and forms part of the Agreement.

11.2 You review before publishing. You must review all content we prepare before it is published, sent or used, including web copy, replies, product data and claims. Publishing or using it is your decision and your approval. We are not responsible for content you approve, or for content you change after delivery.

11.3 Automated replies. Where a service sends automated or AI-drafted replies to your customers, you choose the messages and the rules. Where the law requires people to be told that they are dealing with an automated system or AI, the service will be set up to say so, and you will not ask us to remove that disclosure.

11.4 No training on your data. We do not use your confidential information or your customers' personal data to train AI models, and we use AI tools on business accounts that do not allow our data to be used to train models, unless you give us written consent.

12. No guarantee of results; Third-Party Platforms

12.1 No guarantee of results. We do not promise or guarantee any number of leads, enquiries, calls, meetings (except as defined in a pay-per-meeting SOW), search rankings, reviews, ad performance, conversion rates, revenue or profit. Results depend on factors outside our control, including your market, prices, reputation, response times and Third-Party Platforms. Any estimate, forecast, example or case study is for illustration only.

12.2 Third-Party Platforms. Our services depend on Third-Party Platforms. Their own terms govern your use of them. They may change features, prices, policies, ranking methods or application programming interfaces, suffer outages, reject or remove content, or suspend accounts, at any time. We are not responsible or liable for any act, omission, change, outage or decision of a Third-Party Platform. Where a change makes part of the services impossible or materially more expensive, we will tell you and propose a reasonable alternative or adjustment to the Fees, and if we cannot agree within 14 days, either party may end the affected part of the SOW on 14 days' notice.

12.3 Ad spend and platform fees. You pay Third-Party Platforms directly for ad spend, subscriptions, domains, messaging and similar costs, unless the SOW says we will pay and re-bill them. We never hold your advertising budget.

13. Warranties

13.1 Mutual. Each party warrants that it is validly formed and has the authority to enter into the Agreement.

13.2 Our service warranty. We warrant that we will provide the services with reasonable skill and care and that each Deliverable will, at acceptance, materially match its description in the SOW. If we breach this warranty and you tell us in writing within 30 days of acceptance, we will, at our choice, fix or re-perform the affected work, or refund the Fees paid for that part. This is your only remedy for a breach of this warranty, except where clause 14.3 applies.

13.3 Disclaimer. Except as expressly stated in the Agreement, and to the fullest extent the applicable law allows, we give no other warranty, condition or representation, whether express or implied by statute, common law, course of dealing or otherwise, including about merchantability, fitness for a particular purpose, non-infringement, accuracy, uninterrupted or error-free operation, security against every threat, or compliance of the Deliverables with any law or standard (including any accessibility law or standard). Accessibility work reduces barriers; it does not certify that a website complies with the Americans with Disabilities Act, the Equality Act 2010, WCAG or any other law or standard.

14. Limitation of liability

14.1 Cap. Subject to clause 14.3, each party's total liability arising out of or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, is limited to the total Fees paid by you under the Agreement in the 3 months before the event giving rise to the claim (or, if the claim arises in the first 3 months, the Fees paid up to that event).

14.2 Excluded losses. Subject to clause 14.3, neither party is liable for any:

(a) loss of profits, revenue, sales or business;

(b) loss of anticipated savings, goodwill or opportunity;

(d) business interruption; or

(e) indirect, consequential, special or punitive loss,

in each case however it arises and even if it was foreseeable or the party was told it might occur.

14.3 What is not limited. Nothing in the Agreement limits or excludes:

(a) liability for fraud or fraudulent misrepresentation;

(b) liability for death or personal injury caused by negligence;

(d) your obligation to pay Fees, interest and costs due under the Agreement;

(e) your liability under clause 16.1 (your indemnity) or for breach of the Acceptable Use and AI Policy; or

(f) any other liability that cannot be limited or excluded under the applicable law.

14.4 Our IP indemnity. Our total liability under clause 16.2 is limited to the total Fees paid by you under the Agreement in the 12 months before the claim was first made. This separate cap is in addition to the cap in clause 14.1.

14.5 Why these limits. The Fees reflect these limits. You can buy insurance for losses above them. Both parties agree the limits are reasonable for a business-to-business contract of this kind.

15. Confidentiality and data protection

15.1 Confidential Information means non-public information that one party discloses to the other in connection with the Agreement and that is marked confidential or would reasonably be understood to be confidential, including credentials, customer lists, pricing and our Background IP.

15.2 Duties. The receiving party will (a) use Confidential Information only to perform or receive the services; (b) disclose it only to its personnel, contractors and advisers who need to know it and are bound by duties of confidentiality at least as protective as these; and (c) protect it with at least reasonable care.

15.3 Exceptions. These duties do not apply to information that is or becomes public through no fault of the receiving party, was already lawfully known to it, is received lawfully from a third party without a duty of confidence, or is independently developed. A party may disclose information if a law, court or regulator requires it, after giving the other party prompt notice where the law allows.

15.4 Duration. These duties last for the term of the Agreement and 3 years after it ends, and for trade secrets and credentials, for as long as they remain confidential.

15.5 Credentials. We store passwords and access keys you give us in a password manager or equivalent secure store, use multi-factor authentication where the platform supports it, and use them only for the services.

15.6 Data processing. Where we process personal data on your behalf as part of the services (for example your customers' or leads' data), our Data Processing Agreement applies and forms part of the Agreement. You are the controller (or data fiduciary) of that data and we are your processor. Our own handling of your staff's business contact details is described in our Privacy Notice.

16. Indemnities

16.1 Your indemnity. You will defend us and indemnify us against all losses, damages, fines, costs (including reasonable legal fees) and liabilities arising from any third-party claim or regulatory action that results from:

(a) Client Materials, or our use of them in line with your instructions;

(b) content, claims or offers that you approve, publish or send, or that you change after delivery;

(d) your failure to obtain consents, opt-ins or registrations under clause 4.3, or any other breach by you of data protection or marketing law; or

(e) your use of the services or Deliverables in breach of the Agreement or the law.

16.2 Our indemnity. We will defend you and indemnify you against losses, damages and costs (including reasonable legal fees) finally awarded against you, or agreed in a settlement we approve, arising from a third-party claim that Original Work infringes that third party's copyright, or misuses its trade secrets. "Original Work" means material created by our own personnel or contractors for you, excluding: Client Materials; third-party and open-source materials; trade marks; material that you or anyone other than us changed; combination with things we did not supply; and output of AI tools, except to the extent we knew, or should reasonably have known, that the output reproduced a third party's protected material.

16.3 Our remedies. If Original Work is, or in our reasonable opinion is likely to be, the subject of an infringement claim, we may, at our choice and cost, get you the right to keep using it, modify or replace it so that it no longer infringes without materially reducing its function, or, if neither is reasonably possible, remove it and refund the Fees paid for it. Clauses 16.2 and 16.3 state our entire liability for infringement of third-party rights.

16.4 Procedure. The party seeking an indemnity must (a) tell the other party promptly in writing about the claim; (b) let it control the defence and settlement (but it may not admit fault for, or impose an obligation on, the indemnified party without that party's consent, which must not be unreasonably withheld); (c) give reasonable help at the indemnifying party's cost; and (d) not admit liability or settle without the indemnifying party's consent. A delay in notice reduces the indemnity only to the extent the delay causes prejudice.

17. Force majeure

17.1 Neither party is liable for a delay or failure to perform caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, riots, government action, labour disputes not involving its own staff, failures of public power or internet networks, failures or outages of Third-Party Platforms, and cyberattacks that occur despite reasonable security measures.

17.2 The affected party must tell the other promptly and use reasonable efforts to reduce the effect. If the event prevents performance of an SOW for more than 30 days, either party may end that SOW by written notice, and clause 9.6 applies.

17.3 This clause does not excuse a party from paying money due.

18. Non-solicitation of personnel

18.1 During an SOW and for 12 months after it ends, neither party will, without the other's written consent, directly solicit for employment or engagement any employee or individual contractor of the other party who worked on the services in the previous 12 months.

18.2 This does not prevent general recruitment advertising that is not targeted at the other party's personnel, or hiring a person who responds to it or approaches a party on their own initiative.

18.3 This clause does not restrict any individual from working for anyone. It restricts only the parties' own solicitation.

19. Assignment and subcontracting

19.1 Assignment. You may not assign or transfer the Agreement without our written consent, which we will not unreasonably withhold. We may assign the Agreement to an affiliate or to a successor to the relevant part of our business, on written notice to you.

19.2 Subcontracting and tools. We may use subcontractors, freelancers and software tools (including AI tools and the processors listed in the Data Processing Agreement) to provide the services. We remain responsible for the work of our subcontractors as if it were our own. Clause 15 and the Data Processing Agreement apply to them.

20. Notices

20.1 Notices under the Agreement must be in writing and may be sent by email. Our notice addresses are [email protected] (general and legal) and [email protected] (billing). Your notice address is the email address in the SOW, or any other address you tell us about in writing.

20.2 An email notice is treated as received at the start of the next Business Day in the recipient's location after it is sent, unless the sender receives a delivery-failure message.

20.3 Notices of a claim, of termination for cause, or of starting a dispute under clause 23 must also be sent by courier or registered post to the other party's registered or principal business address if the sender has had no reply to the email within 5 Business Days.

21. General

21.1 Entire agreement. The Agreement is the entire agreement between the parties about its subject matter and replaces all earlier proposals, discussions and understandings. Each party confirms that it has not relied on any statement that is not set out in the Agreement. This does not limit liability for fraud.

21.2 Order of precedence. If documents conflict, this order applies: (a) a term in an SOW that expressly states that it overrides a named clause of these Terms, for that SOW only; (b) the Data Processing Agreement, for matters of personal data; (c) these Terms; (d) the rest of the SOW; (e) the Acceptable Use and AI Policy.

21.3 Changes to these Terms. We may update these Terms from time to time. The updated Terms apply to SOWs accepted after the update. They apply to an existing Retainer only from the next billing date that is at least 30 days after we notify you, and if you object in writing before then, you may end the Retainer under clause 9.3 without regard to any remaining minimum term, and the earlier Terms continue to apply until it ends.

21.4 Severability. If a court or arbitrator finds any provision invalid or unenforceable, it will be modified to the minimum extent needed to make it enforceable, or if that is not possible, removed. The rest of the Agreement stays in force.

21.5 No waiver. A failure or delay in exercising a right is not a waiver of it. A waiver is valid only if in writing and applies only to the specific instance.

21.6 Relationship. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency or employment relationship.

21.7 Third parties. Only the parties may enforce the Agreement. No third party has rights under it, whether under the Contracts (Rights of Third Parties) Act 1999 (UK) or otherwise.

21.8 Language. The Agreement is in English. Any translation is for convenience only.

21.9 Cumulative remedies. Except where the Agreement says a remedy is the only remedy, rights and remedies under it are in addition to those available by law.

22. Governing law

The Agreement, and any dispute or claim arising out of or in connection with it or its subject matter (including non-contractual disputes), is governed by the laws of India, without regard to its conflict-of-laws rules.

23. Disputes

23.1 Negotiation first. A party with a dispute must send the other a written notice describing it. Senior representatives of both parties will try in good faith to resolve it within 30 days of the notice, by email or video call.

23.2 Arbitration. Any dispute not resolved under clause 23.1 will be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996 (India), as amended.

(a) The seat and venue of arbitration is Bengaluru, Karnataka, India.

(b) The tribunal is a sole arbitrator appointed by agreement of the parties within 30 days of a written request to arbitrate. If they do not agree, the arbitrator will be appointed under section 11 of that Act. Neither party may appoint the sole arbitrator alone.

(d) Hearings may be held by video conference, and the parties agree that documents may be filed and served by email.

(e) Where the total amount claimed (including any counterclaim) is under US$25,000, the arbitration will be decided on documents only unless the arbitrator decides that an oral hearing is needed. The parties may also agree to the fast-track procedure under section 29B of that Act.

(f) The arbitrator may award costs, including reasonable legal fees, to the successful party.

(g) The arbitration and any award are confidential, except as needed to enforce the award or as the law requires.

(h) The award is final and binding, and judgment on it may be entered in any court with jurisdiction.

23.3 Court actions that remain open. Nothing in this clause 23 prevents either party from:

(a) seeking urgent interim or injunctive relief from any competent court, including to protect Confidential Information or intellectual property, or under section 9 of the Arbitration and Conciliation Act, 1996;

(b) bringing a claim for a sum of money not exceeding US$10,000 (or the equivalent) in a small-claims court, or other court for low-value claims, of the place where the defendant has its principal place of business; or

23.4 Courts. Subject to clauses 23.2 and 23.3, the courts at Bengaluru, Karnataka have exclusive jurisdiction over matters relating to the arbitration.

24. Time for claims

24.1 Each party should notify the other in writing of a claim promptly and, where possible, within 12 months after becoming aware of the facts giving rise to it, so that the other party can investigate and limit any loss.

24.2 A party is not entitled to recover any part of a loss that it could have avoided by giving prompt notice under clause 24.1.

24.3 Nothing in this clause shortens any limitation period that applies by law, or extinguishes any right on the expiry of a period.

25. Survival

Clauses 6 (for amounts due), 7, 8.4, 9.2, 9.6, 10, 12.1, 13.3, 14, 15, 16, 18, 21, 22, 23, 24 and this clause 25, and any other clause that by its nature is meant to survive, continue after the Agreement ends.

Schedule 1: Service-specific terms

These terms apply in addition to the rest of the Agreement when an SOW includes the service.

S1. Quote funnels, RFQ sites and websites. Unless the SOW says otherwise, Deliverables are built on your own domain and hosting, or on hosting we arrange in your name. Where we host a Deliverable for you as part of a Retainer, we use reasonable efforts to keep it available but do not promise any level of uptime, and hosting ends when the Retainer ends. Before it ends, we will give you an export of the site and its content on request.

S2. Instant-reply and messaging setups. You decide who receives messages and what they say. Clause 4.3 (consents) and clause 11.3 (automated reply disclosure) apply. You must keep a person available to handle replies that the automation passes on. We are not responsible for messages blocked, filtered or delayed by carriers, email providers or messaging platforms.

S3. Pay-per-meeting. The SOW defines a "held meeting" and the written criteria a prospect must meet. A meeting counts when it takes place with a person who meets those criteria. If a booked meeting does not take place because the prospect does not attend, we will replace it within 5 Business Days, and the no-show is not billed. You must attend booked meetings or give at least 24 hours' notice to rebook; a meeting missed by you counts as held. Any outreach we carry out for you follows the Acceptable Use and AI Policy and the law that applies to it, and you approve the messaging before it is sent. Outreach to prospects in countries that require prior consent for business email will not be carried out.

S4. Accessibility work. Scans and fix sprints reduce accessibility barriers on the templates listed in the SOW. Automated scans do not find every issue. Websites change, and new content can introduce new issues. We do not certify, and you must not claim on the basis of our work, that a website is "compliant", "ADA compliant", "fully accessible" or similar. Clause 13.3 applies.

S5. Catalog operations. You are responsible for the accuracy of the product data, prices, specifications, safety and regulatory information you give us and for checking the output before it is published. Per-unit Fees are charged on the number of units we process, subject to any minimum in the SOW. We may reject source data that we reasonably believe is unlawful or infringing.

S6. Founding-client discounts. A discount stated in an SOW applies only to the Fees and period stated. It is never conditional on a review or testimonial.