Legal

Terms & Conditions

These Terms & Conditions govern consulting engagements with ArjunLabs, including general advisory engagements and project-based consulting assignments.

TERMS & CONDITIONS

1. Definitions

"Consultant" refers to Arjun, acting in the capacity of an independent Strategic IT Consultant.

"Client" refers to the individual, organization, or entity engaging the Consultant.

"Engagement" refers to services defined in the signed proposal, Statement of Work (SOW), or written agreement.

2. Scope of Services

2.1 Services shall be strictly limited to those explicitly defined in the mutually agreed proposal or SOW.

2.2 Any service, activity, revision, meeting, analysis, documentation, oversight, or advisory not expressly included in the defined scope shall constitute a Change Request and may be subject to additional fees.

2.3 The Consultant is not responsible for execution delays, cost overruns, technical failures, or performance issues arising from third-party vendors, client-appointed teams, or external service providers.

2.4 Verbal discussions, emails, or informal instructions shall not modify scope unless confirmed in writing.

3. Commercial Terms & Payment Protection

3.1 Fees shall be as per the approved proposal or engagement letter.

3.2 Unless otherwise agreed:

  • 50% advance is payable prior to commencement.
  • Remaining payments shall follow milestone-based or time-based billing.

3.3 All invoices are payable within 7-15 days from the date of issuance.

3.4 In case of delayed payment:

  • The Consultant reserves the right to suspend services without liability.
  • Interest may be applied at 1.5% per month on overdue amounts.

3.5 All fees paid are non-refundable once services have commenced.

4. Change Management & Scope Control

4.1 Any expansion in scope, documentation depth, governance involvement, review cycles, or delivery oversight shall require a written Change Request.

4.2 The Consultant reserves the right to revise:

  • Fees
  • Timelines
  • Deliverables

based on scope evolution.

4.3 Repeated revisions beyond agreed review cycles may incur additional charges.

5. Client Responsibilities & Dependency Clause

5.1 The Client shall:

  • Provide timely access to stakeholders
  • Provide accurate and complete information
  • Review deliverables within agreed timelines
  • Ensure decision-making authority is available

5.2 Delays caused by the Client shall automatically extend project timelines without penalty to the Consultant.

5.3 The Consultant shall not be liable for consequences arising from inaccurate, incomplete, or delayed information provided by the Client.

6. Independent Advisor Status

6.1 The Consultant acts strictly as an independent strategic advisor.

6.2 The Consultant does not assume operational responsibility for execution unless explicitly contracted for execution oversight.

6.3 The Consultant shall not be deemed an employee, partner, director, or agent of the Client.

7. Intellectual Property Protection

7.1 All proprietary methodologies, frameworks, templates, structures, advisory models, and know-how used during the engagement remain the exclusive intellectual property of the Consultant.

7.2 Upon full payment of professional fees:

  • Custom deliverables created specifically for the Client may be used internally by the Client.
  • Ownership transfer applies only to engagement-specific documentation.

7.3 The Consultant retains perpetual rights to:

  • Reuse non-confidential knowledge
  • Apply frameworks across other engagements
  • Reference the engagement in non-confidential case studies

8. Confidentiality & Data Protection

8.1 Both parties agree to maintain confidentiality of non-public information.

8.2 The Consultant shall not be responsible for data breaches, cyber incidents, or security failures occurring within the Client's systems or third-party platforms.

8.3 Confidentiality obligations survive termination for a period of 3 years unless otherwise agreed.

9. Limitation of Liability (Critical Protection Clause)

9.1 The Consultant shall exercise reasonable professional care but does not guarantee specific commercial outcomes, profitability, funding success, system uptime, or ROI.

9.2 The Consultant shall not be liable for:

  • Indirect or consequential losses
  • Loss of profits or revenue
  • Business interruption
  • Third-party claims
  • Regulatory penalties
  • Implementation failures by third parties

9.3 Maximum aggregate liability under any engagement shall not exceed the total professional fees paid to the Consultant for that specific engagement.

10. Non-Solicitation & Partner Protection

10.1 During the engagement and for 18 months thereafter, the Client shall not directly engage, solicit, hire, or contract with delivery partners, vendors, or resources introduced by the Consultant without written consent.

10.2 Breach of this clause shall entitle the Consultant to compensation equivalent to 20% of the project value or applicable placement fee.

11. Termination & Exit Protection

11.1 Either party may terminate the engagement with 15-30 days written notice.

11.2 In case of termination:

  • All dues for completed milestones become immediately payable.
  • Work completed up to termination date shall be invoiced.
  • Deliverables shall be released upon settlement of outstanding amounts.

11.3 The Consultant may terminate immediately in case of:

  • Non-payment
  • Misrepresentation
  • Ethical misconduct
  • Breach of confidentiality

12. Force Majeure

The Consultant shall not be liable for failure or delay caused by events beyond reasonable control, including but not limited to natural disasters, government actions, cyber incidents, power disruptions, or third-party service failures.

13. Dispute Resolution

13.1 Parties shall first attempt amicable resolution.

13.2 Failing resolution, disputes shall be referred to arbitration under the Arbitration and Conciliation Act, 1996 (India).

13.3 Arbitration shall be conducted in a mutually agreed city in India.

13.4 Courts in the Consultant's principal place of business shall have jurisdiction.

14. Entire Agreement

These Terms & Conditions, along with the approved proposal or SOW, constitute the entire agreement and supersede prior discussions or representations.

15. Acceptance

Commencement of services, payment of advance, or written confirmation shall constitute acceptance of these Terms & Conditions.

PROJECT-BASED CONSULTING TERMS & CONDITIONS

1. Engagement Structure

1.1 The Consultant provides services strictly on a project-based model.

1.2 Each engagement shall be governed by an approved:

  • Proposal
  • Statement of Work (SOW)
  • Engagement Letter

1.3 Services are limited exclusively to the scope defined in the approved document.

2. Scope Limitation & Change Control

2.1 Any requirement not expressly documented in the approved scope shall be treated as a Change Request.

2.2 Scope changes require:

  • Written approval
  • Revised commercials (if applicable)
  • Updated timeline

2.3 Verbal discussions, emails, or meeting notes do not constitute scope expansion unless formally approved.

2.4 The Consultant reserves the right to decline scope expansion.

3. Commercial Structure (Milestone-Based Only)

3.1 Fees shall be milestone-based unless otherwise stated.

Standard Structure (recommended protection format):

  • 50% Advance - Before project commencement
  • 30% - Upon milestone completion
  • 20% - Before final deliverable release

3.2 No work shall commence without receipt of advance payment.

3.3 Deliverables shall not be released until milestone payments are cleared.

4. Strong Financial Protection Clauses

4.1 Late Payment Penalty

If payment is delayed beyond agreed credit terms:

  • Interest at 2% per month (24% per annum), or
  • Maximum legally permissible rate

The Consultant may:

  • Suspend services immediately
  • Withhold documentation
  • Stop participation in meetings
  • Freeze delivery timelines

without liability.

4.2 Automatic Suspension Clause

If any invoice remains unpaid for more than 15 days:

  • Project timeline automatically pauses.
  • Consultant shall not be responsible for resulting delays.

4.3 Early Termination Protection

If the Client terminates without Consultant breach:

The Client must pay:

  • 100% of completed milestones
  • 40% of remaining project value as early termination compensation

Advance payments are non-refundable.

5. Milestone Governance & Approval

5.1 Each milestone requires written approval.

5.2 If feedback is not received within 7 business days, the milestone shall be deemed approved.

5.3 Only two revision cycles are included per milestone.

Additional revisions will be billed separately.

6. No Revenue Share - No Performance Guarantee

6.1 The Consultant provides strategic advisory, architecture, documentation, and governance services only.

6.2 The Consultant does NOT guarantee:

  • Revenue generation
  • Business growth
  • Investor funding
  • Regulatory approvals
  • System performance by third parties
  • Profitability

All business outcomes depend on execution, market conditions, and management decisions.

7. Third-Party Execution Disclaimer

If the Client engages:

  • Developers
  • Vendors
  • Integrators
  • Infrastructure providers

The Consultant is not responsible for:

  • Implementation defects
  • Cost overruns
  • Delays
  • Technical misinterpretations
  • Operational failures

The Consultant's responsibility is limited to advisory and documented deliverables only.

8. Intellectual Property Protection

8.1 All proprietary frameworks, methodologies, templates, and advisory models remain the sole property of the Consultant.

8.2 Project-specific documentation becomes Client property only after full payment clearance.

8.3 Until full payment:

  • Client has no right to use, reproduce, or distribute deliverables.

9. Non-Solicitation & Partner Protection

For 18 months after engagement:

The Client shall not directly engage or hire:

  • Vendors introduced by the Consultant
  • Technical partners introduced by the Consultant

Without written consent.

Violation shall result in:

  • 25% of project value payable as compensation.

10. Limitation of Liability (Critical Clause)

10.1 The Consultant's total liability shall not exceed the total professional fees paid for the specific project.

10.2 Under no circumstances shall the Consultant be liable for:

  • Indirect damages
  • Loss of business
  • Loss of profit
  • Data loss
  • Regulatory penalties
  • Third-party claims
  • Operational failures

11. Confidentiality

Both parties agree to maintain confidentiality of non-public information.

This obligation survives termination for 3 years.

12. Dispute Resolution

12.1 Parties shall attempt amicable resolution first.

12.2 If unresolved, disputes shall be referred to arbitration under the Arbitration and Conciliation Act, 1996 (India).

12.3 Jurisdiction shall lie with courts in the Consultant's principal place of business.

13. Acceptance

Commencement of work, payment of advance, or written approval of proposal constitutes acceptance of these Terms & Conditions.