Payment terms built for clear, accountable delivery.

Application, acceptance, and priority

These terms apply only where an Order refers or links to them, or where the Client receives them before authorising work or paying an invoice. The Client accepts them by signing or accepting the Order, authorising Samvida Labs to begin, paying an invoice, or using a paid deliverable after receiving notice of these terms.

The following order of priority applies in a conflict: (a) a mutually signed master agreement; (b) the applicable signed statement of work or Order; (c) the applicable proposal or invoice; and (d) these terms. A Client purchase order or vendor portal term does not amend the agreement unless Samvida Labs expressly accepts that amendment in writing.

Fees, deposits, and payment schedule

• Fees, currency, milestones, and payment dates are those stated in the Order.
• If an Order does not state a schedule, the default is 50% as a mobilisation payment before work begins, 30% when the principal staging or demonstration milestone is made available, and 20% before production launch, final handover, or transfer of editable source files—whichever occurs first.
• Invoices are due within seven calendar days unless the Order or invoice states a different period. Payment is complete only when cleared funds are received in the account specified by Samvida Labs.
• Mobilisation and milestone payments reserve delivery capacity and are non-refundable to the extent described in section 6.
• The Client must not withhold, deduct, or set off an invoiced amount except for a deduction required by law or an amount finally determined through the dispute process.

Taxes, deductions, and invoicing

Unless expressly stated otherwise, quoted fees exclude GST and other applicable indirect taxes. Samvida Labs will charge and document applicable taxes in accordance with its registration status and law. The Client is responsible for taxes, duties, payment-provider charges, foreign-exchange costs, and bank charges imposed on its side of the transaction.

If the Client must deduct tax at source, it must remit the deduction as required by law and provide the corresponding certificate and filing details promptly. For payments made from outside India, the Client must ensure Samvida Labs receives the invoiced amount after foreign bank and intermediary charges, except to the extent a deduction is legally required and cannot be grossed up.

Late payment, recovery costs, and suspension

Amounts not disputed in good faith before their due date may accrue reasonable interest at 1% per month, calculated from the due date, or the maximum lawful rate if lower. The Client must also reimburse reasonable, documented recovery costs.

If an undisputed invoice remains overdue for seven days, Samvida Labs may, after giving at least three business days’ written notice, suspend work, hosting, support, access, deployment, or delivery until all overdue amounts are received. Schedules extend by at least the period of delay, and reasonable remobilisation costs may be added.

If Samvida Labs is entitled to protection as a micro or small enterprise, statutory payment periods, interest, and recovery rights under the Micro, Small and Medium Enterprises Development Act, 2006 apply notwithstanding a less favourable contractual term.

Scope changes, dependencies, and client delays

Work outside the documented scope, assumptions, revision limits, or acceptance criteria requires a written change approval and may affect fees and delivery dates. Samvida Labs is not required to begin changed or additional work before the change is approved and any requested advance is paid.

The Client must provide timely access, content, data, approvals, decisions, and authorised contacts. Samvida Labs is not responsible for delay, rework, loss, or additional cost caused by incomplete instructions, late approvals, unavailable systems, inaccurate Client materials, or third parties controlled by the Client. If a Client dependency is delayed by more than ten business days, Samvida Labs may re-plan the work, invoice completed and reserved capacity, and issue a remobilisation estimate.

Cancellation, refunds, credits, and chargebacks

Because Samvida Labs provides customised services and reserves specialist capacity, fees are not automatically refundable merely because the Client changes direction, experiences an internal delay, does not use a deliverable, or is dissatisfied for a reason outside the agreed acceptance criteria.

• On Client cancellation, Samvida Labs may retain or invoice amounts reasonably attributable to work performed, capacity reserved and no longer reasonably reusable, approved milestones, and non-cancellable third-party commitments.
• Prepaid fees for work not performed or committed will be refunded if Samvida Labs terminates the affected Order without Client breach, after deducting any amounts properly due.
• Third-party licences, domains, cloud services, payment fees, travel, and other pass-through costs are refundable only if and to the extent the relevant supplier refunds them.
• Any discretionary credit expires after twelve months unless Samvida Labs confirms a different period in writing and has no cash value.

The Client must notify Samvida Labs promptly of an invoice concern and cooperate in resolving it before initiating a chargeback, except where the payment was genuinely unauthorised or applicable law or payment-network rules provide otherwise. An unjustified chargeback is a material breach, and Samvida Labs may suspend service and recover the amount and reasonable related costs.

Delivery, review, and acceptance

A deliverable is accepted when the Client confirms acceptance, uses it in production or for commercial purposes, pays the related milestone without reservation, or does not provide a written list of material non-conformities within five business days after delivery for review.

A valid rejection must identify how the deliverable materially fails the written acceptance criteria. Samvida Labs’ first obligation is to correct the verified non-conformity within a commercially reasonable period. Preferences, new requirements, third-party changes, and defects outside the agreed scope are change requests rather than grounds for rejection.

Ownership, source files, and third-party components

Samvida Labs and its licensors retain all rights in pre-existing materials, tools, frameworks, know-how, generic components, design systems, methods, and improvements that are not created uniquely for the Client. Subject to full payment, the Client receives the ownership or licence expressly described in the Order for the final accepted deliverables.

No ownership transfer, production licence, source-file handover, credential transfer, or repository transfer is required before all amounts due for the affected deliverable are paid. Open-source software, stock assets, fonts, APIs, AI services, cloud services, and other third-party materials remain subject to their own terms. Samvida Labs may retain archival copies for legal, security, backup, and evidentiary purposes.

Client responsibilities

The Client is responsible for its business decisions, lawful basis for data and content, required notices and consents, regulatory approvals, backup and retention duties, user administration, and final review of outputs before use. The Client warrants that materials, instructions, data, trademarks, and systems it supplies or authorises Samvida Labs to use do not violate law or third-party rights.

The Client must maintain appropriate backups and security controls for systems it controls. Unless an Order expressly includes a compliance, legal, financial, medical, security, or accessibility audit, Samvida Labs does not assume responsibility for determining the Client’s obligations in those areas.

Limited warranty and disclaimers

Samvida Labs will perform the services with reasonable skill and care consistent with the applicable Order. If the Client reports a reproducible, in-scope defect within fourteen days after acceptance, Samvida Labs will use commercially reasonable efforts to correct it. This correction obligation is the Client’s exclusive contractual remedy for that defect unless the Order states otherwise.

To the fullest extent permitted by law, all other warranties are excluded. Samvida Labs does not guarantee uninterrupted or error-free operation, compatibility with future third-party changes, any specific revenue, ranking, conversion, adoption, funding, regulatory approval, or business outcome. AI-assisted features and generated outputs may be incomplete, inaccurate, or unsuitable without human review; the Client remains responsible for validation and decisions made from them.

Limitation of liability and Client indemnity

To the fullest extent permitted by law, Samvida Labs and its personnel will not be liable for indirect, incidental, special, punitive, exemplary, or consequential loss; loss of profit, revenue, opportunity, anticipated savings, goodwill, or data; business interruption; or the cost of substitute services.

Samvida Labs’ aggregate liability arising from or relating to an Order, whether in contract, tort (including negligence), statute, indemnity, or otherwise, will not exceed the fees actually paid to Samvida Labs under the affected Order during the six months immediately preceding the event giving rise to the claim. Multiple claims do not increase this cap.

The Client will defend, indemnify, and hold harmless Samvida Labs and its personnel from third-party claims, regulatory action, loss, fines, and reasonable legal costs arising from Client-provided materials, data, instructions, products, unlawful use of a deliverable, or the Client’s breach of law or third-party rights, except to the extent finally determined to have resulted from Samvida Labs’ fraud or wilful misconduct.

Termination and consequences

Either party may terminate an Order for a material breach not cured within ten business days after written notice, or immediately for insolvency, unlawful conduct, misuse of systems, or a security risk that cannot reasonably remain active during a cure period. Samvida Labs may also terminate or suspend where continued performance would breach law, sanctions, a third-party platform requirement, or professional or safety obligations.

On termination, the Client must pay all fees for work performed, accepted or deemed accepted milestones, reserved capacity that cannot reasonably be redeployed, and committed third-party costs. Sections concerning payment, ownership, confidentiality, disclaimers, liability, indemnity, dispute resolution, and accrued rights survive termination.

Governing law and dispute resolution

The agreement is governed by the laws of India, without regard to conflict-of-law principles. Before formal proceedings, authorised representatives will attempt in good faith to resolve a dispute through written notice and negotiation for fifteen days.

Any unresolved dispute arising out of or relating to the agreement will be finally resolved by arbitration under the Arbitration and Conciliation Act, 1996 by one arbitrator mutually appointed by the parties. The seat and venue of arbitration will be Hyderabad, Telangana, India; proceedings will be in English. Courts at Hyderabad will have exclusive jurisdiction for interim relief, enforcement, and matters that cannot lawfully be arbitrated.

This clause does not prevent Samvida Labs from seeking undisputed invoice recovery, urgent injunctive relief, protection of intellectual property or confidential information, or any statutory MSME remedy. Mandatory consumer forums and non-waivable jurisdiction rights remain unaffected where legally applicable.

Electronic records, force majeure, and general terms

Approvals, notices, proposals, invoices, and acceptances may be communicated electronically. Neither party is liable for delay caused by events beyond its reasonable control, including natural events, war, civil disorder, epidemic, governmental action, utility or internet failure, cyberattack not caused by the affected party’s failure to use reasonable safeguards, or failure of a critical third-party platform. Payment obligations already accrued are not excused.

The Client may not assign an Order without Samvida Labs’ written consent. Samvida Labs may use employees, affiliates, and subcontractors and remains responsible for their performance to the extent stated in the Order. If part of these terms is unenforceable, it will be limited to the minimum extent necessary and the remainder continues. Failure to enforce a term once is not a waiver.

Samvida Labs may update this page prospectively. The version in effect when an Order is accepted remains applicable to that Order unless the parties agree to an update in writing. These terms do not create a partnership, employment, fiduciary, or agency relationship.