Refund & Cancellation Policy

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Recitals

A. The Company sells professional capacity. Upon receipt of payment for a Milestone it allocates personnel, reserves delivery capacity and commences work forthwith; capacity so committed cannot be resold.

B. In consideration of that immediate and irrevocable commitment, the Client agrees to the rule of non-refundability in Clause 6, and the Company, for its part, binds itself to the delivery-failure remedy in Clause 10 and to the statutory savings in Clause 13 — the strictness of the former being set against, and justified by, the latter.

C. The parties intend this Policy to operate as reasonable compensation and agreed risk allocation within the contemplation of section 74 of the Indian Contract Act, 1872, and not as a penalty.

1. Definitions

1.1 “Commencement” means the first act undertaken by the Company on an Engagement or Milestone following receipt of payment, being the earliest of: allocation of personnel; scoping, architectural or design work; literature, technical or feasibility research; environment, repository or infrastructure setup; the authoring of any code, model, dataset preparation, document or other work product; or reservation of a delivery slot in the Company’s schedule.

1.2 “Milestone” means a stage of an Engagement identified in the Scope of Work with its own deliverables and Fee; “Disbursements” means amounts paid or committed by the Company to third parties on the Client’s behalf under Clause 11; “Cure Period” means the period in Clause 10.1; “Business Day” bears the meaning in the Terms of Service; and computation of time follows section 9 of the General Clauses Act, 1897.

2. Payment terms

3. Due dates; late payment; appropriation

3.1 Invoices are payable upon receipt unless the Scope of Work provides otherwise. Sums overdue beyond seven (7) days accrue simple interest at one and one-half per cent (1.5%) per month, or the maximum rate Applicable Law permits if lower, from due date until receipt, and the Company may suspend performance until receipt, timelines extending day for day.

3.2 Appropriation. Consistently with sections 59 to 61 of the Indian Contract Act, 1872, and absent the Client’s contrary appropriation at the time of payment, payments are appropriated first to outstanding Disbursements, next to accrued interest, and thereafter to Fees in order of the oldest invoice outstanding.

3.3 No set-off. All sums are payable in full without set-off, counterclaim, deduction or withholding save statutory tax deduction at source.

4. Commencement upon payment

4.1 Receipt of payment for a Milestone constitutes the Client’s standing instruction to commence, and the Company commences forthwith. Paid work is not queued, and the Client expressly requests immediate performance.

4.2 Because Commencement follows receipt without interval, payment for a Milestone is to be treated by the Client as an irrevocable commitment of that Fee, subject only to Clauses 10 and 13.

5. Consideration and earned fees

5.1 The consideration moving from the Company upon payment includes the immediate allocation of personnel, the reservation of schedule capacity to the exclusion of other engagements, and the assumption of the delivery obligations of the Scope of Work. The Client acknowledges that this consideration is furnished at Commencement, not at delivery alone, and that the Fee is accordingly earned progressively from Commencement.

6. The non-refundability rule

6.1 Fees attributable to a Milestone on which Commencement has occurred are earned by the Company and are non-refundable, non-creditable and non-transferable, in whole and in part.

6.2 The rule in Clause 6.1 applies irrespective of: the stage the work has reached; whether the Client subsequently engages an alternative provider; whether the Client makes any use of the Deliverables; and the subjective satisfaction of the Client with outcomes the Company has not warranted.

6.3 Exhaustiveness of exceptions. The only exceptions to Clause 6.1 are those in Clause 10 (failure of delivery by the Company) and Clause 13 (non-excludable statutory rights). No employee, agent or representative of the Company has authority to enlarge them otherwise than by written variation of the Scope of Work, and any purported oral enlargement is void.

7. Circumstances expressly not constituting refund grounds

• Change of mind, change of project direction, or engagement of an alternative provider after payment.
• Delay, unavailability, unresponsiveness or non-supply of dependencies on the Client’s side; the Fee does not lapse because performance awaited the Client, and timelines extend under Article 5.4 of the Terms of Service.
• Dissatisfaction with an outcome expressly unwarranted under Article 6.4 of the Terms of Service: any grade or classification, examination or viva result, editorial or peer-review decision, acceptance, publication, admission or employment outcome.
• A change in the requirements of the Client’s institution after the Scope of Work was agreed; such change is administered as a variation under Article 5.3 of the Terms of Service, not as a refund event.
• Rejection of a Deliverable the Client declined to review at the Milestone at which review was offered.
• Any Disbursement incurred or committed under Clause 11.
• A Force Majeure Event of fewer than sixty (60) days’ duration, which suspends and does not discharge performance.

8. Revisions are the exclusive quality remedy

8.1 Each Scope of Work includes a stated number of revision rounds per Milestone. Where a Deliverable does not conform to the Scope of Work, the Client’s remedy is the revision process: written notice identifying the non-conformity with specificity, followed by correction within the revision schedule. This contractual cure regime is the agreed and exclusive first remedy for quality complaints, in substitution for rejection or refund.

8.2 Conformity is assessed objectively against the written Scope of Work alone. A Deliverable conforming thereto is not rendered non-conforming by subjective dissatisfaction, by comparison with work outside the Scope, or by expectations not recorded in it.

9. Cancellation by the Client

9.1 The Client may cancel an Engagement at any time by written notice to hello@shaventra.com; cancellation takes effect on the Business Day the notice is received (the “Effective Date of Cancellation”).

9.2 Cancellation operates prospectively only: (a) Milestones neither paid nor commenced stand cancelled without charge; (b) Fees paid in respect of commenced Milestones remain governed by Clause 6; and (c) the work product of a partly completed, paid Milestone is delivered to the Client in the state reached as at the Effective Date of Cancellation, the Client having paid for it, together with such handover materials as the Scope of Work provides.

10. Failure of delivery by the Company

10.1 Where the Company materially fails to deliver what the Scope of Work promises for a paid Milestone, the Client shall give written notice specifying the failure with particularity. The Company has fourteen (14) days from receipt (the “Cure Period”) to cure by delivering, completing or correcting the work.

10.2 If the failure remains uncured at the expiry of the Cure Period, the Company shall refund the Fee attributable to the undelivered portion of that Milestone within fourteen (14) days thereafter.

10.3 Where the Company terminates an Engagement otherwise than for the Client’s breach — including upon prolonged force majeure under Article 15.2 of the Terms of Service — all Fees paid for work not delivered as at termination are refunded in full, in reflection of the restitutionary principle of section 65 of the Indian Contract Act, 1872. This Clause 10.3 is the standard against which the strictness of Clause 6 is set and by which it is justified.

10.4 Refund mechanics. Refunds are made only to the account or instrument from which the payment originated, in the currency of payment, the Company bearing no exchange-rate risk; this source-account rule is maintained as a measure consistent with the objectives of the Prevention of Money-Laundering Act, 2002. No refund is made in cash.

11. Third-party Disbursements

11.1 Where the Scope of Work provides for the Company to incur costs with third parties on the Client’s behalf — including journal, publisher or conference charges, cloud computing, software licences and datasets — such Disbursements are payable in advance, are passed through at cost without markup, and are non-refundable by the Company once incurred or committed, whatever the third party’s own refund position. Any refund actually recovered from a third party is remitted to the Client in full within fourteen (14) days of receipt.

12. Chargebacks and payment reversals

12.1 The Client covenants to exhaust the procedure in Clause 14 before initiating any chargeback, dispute or payment-reversal procedure with a bank, card network or payment system.

12.2 A chargeback initiated in respect of delivered, conforming work is a material breach of the Engagement. The Company will contest it with the complete Engagement record — the Scope of Work, correspondence, delivery log and acceptance history — may suspend all performance pending resolution, and reserves every right and remedy in respect of amounts found due, including interest under Clause 3.1 and costs of recovery reasonably incurred.

13. Savings for non-excludable rights

13.1 Nothing in this Policy excludes, restricts, or renders subject to onerous condition any right or remedy conferred by Applicable Law that is incapable of exclusion or restriction by agreement, including such rights of a consumer under the Consumer Protection Act, 2019. Where any provision of this Policy conflicts with such a right, that provision yields to the extent of the conflict and no further, the remainder continuing in full force; and this Policy shall not be construed as an attempt to oust the jurisdiction of any forum that Applicable Law renders competent notwithstanding agreement.

14. Billing dispute procedure

14.1 Billing questions shall be raised in writing to hello@shaventra.com, marked “Billing”, within seven (7) days of the invoice or payment concerned, quoting the invoice number and stating the grounds. The Company responds substantively, in writing, within three (3) Business Days.

14.2 Errors of the Company — a duplicate charge, an arithmetical error, tax misapplied — are corrected unconditionally and promptly upon verification, with interest-free adjustment or repayment as appropriate. The procedures of this Policy exist for disputes about its rules, not about the Company’s arithmetic.

14.3 Unresolved disputes proceed under Article 17 of the Terms of Service (escalation, governing law and jurisdiction). This Policy was last reviewed on 20 August 2026 and is reviewed upon any change to the Company’s commercial terms.