Terms of Service

Document control

Recitals

A. The Company carries on the business of custom academic project development, research guidance, technical training, documentation and publication support, and publishes the Website in connection therewith.

B. Engagements are formed only in writing, on a defined scope, and subject to the integrity covenant at Article 6, which is a condition of every Engagement and is not capable of waiver by any representative of the Company.

C. These Terms allocate risk between the parties, including through the limitation architecture at Article 12, in consideration of which the Fees are calculated; the parties record that this allocation is of the essence of the bargain.

1. Definitions

1.1 “Applicable Law” means all statutes, subordinate legislation, rules, regulations, orders and binding judicial pronouncements of the Republic of India applicable to a party or its performance, including the Indian Contract Act, 1872 and the Information Technology Act, 2000; “Business Day” means a day other than a Saturday, Sunday or public holiday on which banks are open for general business in India; “Client” means the person or entity forming an Engagement, and “you” includes any person using the Website; “Confidential Information” bears the meaning in Article 9; “Deliverables” means the work product identified as deliverable in a Scope of Work; “Engagement” means the contract formed under Article 5; “Fees” means the professional charges stated in a Scope of Work, exclusive of taxes and Disbursements; “Intellectual Property Rights” means copyright and related rights, rights in software, databases and designs, trade marks, know-how and all similar rights anywhere in the world, whether registered or not, including applications; “Scope of Work” means the written instrument recording deliverables, milestones, dependencies, fees, revision allowances and timelines for an Engagement; “Services” means the professional services described on the Website as particularised in a Scope of Work; “Website” means shaventraai.com and its subordinate pages.

1.2 The Refund & Cancellation Policy defines “Commencement”, “Milestone” and “Disbursements”; those definitions apply throughout these Terms.

2. Interpretation

2.1 Headings do not affect construction. Words importing the singular include the plural and vice versa. “Including”, “includes” and “in particular” are without limitation. References to a statute include its amendments, re-enactments and subordinate legislation. References to “writing” include electronic records within the meaning of the Information Technology Act, 2000.

2.2 Computation of time follows section 9 of the General Clauses Act, 1897: in computing a period of days the first day is excluded and the last included; where the last day is not a Business Day, the period expires on the next Business Day.

2.3 No contra proferentem. Each provision shall be construed according to its fair meaning and not strictly for or against either party by reason of authorship, the parties having had opportunity to review these Terms before contracting.

3. The Website; informational character; electronic contracting

3.1 The Website is a description of the Services and a library of general technical writing. Its contents constitute an invitation to treat and not an offer; no contract arises by reason only of access to or use of the Website.

3.2 The Company exercises reasonable care to keep Website content accurate but warrants neither completeness nor currency of any page at any moment, and accepts no liability for reliance on Website content outside a formed Engagement.

3.3 The parties record, for the avoidance of doubt, that contracts formed through electronic means — including exchange of electronic records and electronic acceptance of a Scope of Work — are valid and enforceable pursuant to section 10A of the Information Technology Act, 2000, and that electronic records of the dealings between the parties are admissible in evidence in accordance with the Bharatiya Sakshya Adhiniyam, 2023. Neither party shall contest validity solely on the ground of electronic form.

4. Eligibility and acceptable use

4.1 The Website and the Services are directed to persons aged eighteen (18) years and above who are competent to contract within the meaning of section 11 of the Indian Contract Act, 1872. By engaging the Company you represent that you satisfy this Article.

4.2 You shall not: (a) attempt to obtain access to systems, credentials or data not offered to you; (b) probe, scan or test the Website or its enquiry endpoint for vulnerabilities absent prior written authorisation; (c) transmit unlawful, defamatory or infringing content, or another person’s Personal Data without authority, through any Website form; (d) reproduce or republish Website content beyond the licence in Article 8.1; (e) interfere with the availability or integrity of the Website; or (f) use the Website in contravention of the Information Technology Act, 2000 or other Applicable Law. The Company may, without notice and without liability, restrict traffic reasonably suspected of contravening this Article.

5. Formation and administration of Engagements

5.1 Formation. An Engagement is formed upon the last to occur of: (a) issue by the Company of a written Scope of Work and quotation; (b) the Client’s unqualified written acceptance thereof (electronic mail sufficing); and (c) where the Scope of Work so provides, receipt of the first payment. The essentials of a valid contract under section 10 of the Indian Contract Act, 1872 — free consent, lawful consideration, lawful object, competency — apply.

5.2 Exclusivity of terms. Each Engagement comprises the Scope of Work, these Terms and the incorporated documents, to the exclusion of all other terms, including any terms the Client purports to introduce by purchase order, acknowledgment or course of dealing, unless expressly accepted by the Company in writing.

5.3 Variation. No variation of a Scope of Work has effect unless recorded in writing and accepted by both parties, including consequential adjustment of Fees and timelines. The Company is not obliged to perform, and shall not silently perform, work outside the Scope of Work.

5.4 Client dependencies. Where the Scope of Work records dependencies on the Client — data, access, approvals, review within stated windows — every affected timeline is extended by the period of the Client’s delay, and such delay is not a default of the Company. Time is not of the essence of the Company’s delivery obligations within the meaning of section 55 of the Indian Contract Act, 1872 unless the Scope of Work expressly so states.

5.5 Sub-contracting. The Company may perform through its personnel or engage competent sub-contractors under obligations no less protective than these Terms, remaining responsible for performance as if it had performed itself.

6. Integrity covenant — a condition of every Engagement

7. Fees, invoicing, taxation and remittance

7.1 Fees are as stated in the Scope of Work, denominated in Indian Rupees unless otherwise stated, exclusive of taxes and Disbursements. Invoices bear the particulars required by the Central Goods and Services Tax Act, 2017, the corresponding State or Union Territory enactments and the Integrated Goods and Services Tax Act, 2017, with tax itemised where applicable.

7.2 Invoices are payable per the Milestone schedule and, absent contrary provision, upon receipt, by bank transfer or UPI to the account identified on the invoice. The Company does not solicit card credentials by email or telephone, and any such solicitation should be treated as fraudulent and reported.

7.3 Withholding. Where the Client is obliged to deduct tax at source under the Income-tax Act, 1961 (including section 194J in respect of fees for professional or technical services), the Client shall deposit the deduction within the prescribed period and furnish the corresponding certificates (Form 16A) to the Company. Save for such statutory deduction, all sums are payable in full without set-off, counterclaim or withholding of any kind.

7.4 Cross-border remittances. Payments from outside India shall be effected through banking channels in compliance with the Foreign Exchange Management Act, 1999 and directions thereunder; intermediary and correspondent bank charges are borne by the Client; and where relief is claimed under an applicable Double Taxation Avoidance Agreement, the parties shall cooperate in exchanging the documentation reasonably required, including tax residency certificates.

7.5 Late payment. Without prejudice to any other right, 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, whichever is lower, from due date until receipt, the parties agreeing this to be a genuine pre-estimate of the Company’s financing cost and reasonable compensation within the contemplation of section 74 of the Indian Contract Act, 1872, and the Company may suspend performance under Article 14.1 until receipt.

7.6 Payment, cancellation and refunds are governed by the Refund & Cancellation Policy, which the Client acknowledges having read and which is restated in material part at Article 14.4 of that Policy’s own text: Services commence upon receipt of payment, and Fees attributable to commenced work are non-refundable save as that Policy provides.

8. Intellectual Property Rights

8.1 Website content. All literary, artistic and computer-programme works comprised in the Website — text, design, source code, generated artwork, compilations and arrangement — are works in which copyright subsists in the Company as first owner under section 17 of the Copyright Act, 1957. A limited, revocable, non-exclusive, non-transferable licence is granted to view, cache, print and share Website pages for personal, non-commercial reference with attribution; all rights not expressly granted are reserved. The Company asserts its special rights as author under section 57 of the Copyright Act, 1957 in respect of Website content.

8.2 Deliverables — assignment. Upon, and conditional upon, receipt in full of the Fees for an Engagement, the Company assigns to the Client the Intellectual Property Rights in the Deliverables identified in the Scope of Work. In conformity with section 19 of the Copyright Act, 1957, the assignment is effected in writing by the Scope of Work, which identifies the work and specifies the rights assigned and the territory and duration thereof (absent contrary provision: all assignable rights, worldwide, perpetual). Pending full payment, the entire right, title and interest in the Deliverables remains vested in the Company, and any use of undelivered or unpaid work product by the Client is unauthorised.

8.3 Retained materials. The Company retains all Intellectual Property Rights in its pre-existing and independently developed materials, methodologies, templates, libraries, toolchains and general know-how (“Retained Materials”), whether or not embedded in a Deliverable, and grants the Client a non-exclusive, perpetual, royalty-free licence to use Retained Materials solely as embedded in and as part of the Deliverables.

8.4 Third-party components. Where a Deliverable incorporates open-source or third-party components, the Scope of Work or the delivery documentation identifies them and their licences, and the Client’s use of such components is governed by those licences, which the Company does not and cannot vary.

8.5 Portfolio and publicity. Neither party shall use the other’s name, mark or logo in publicity without prior written consent; the Company references a Client or an Engagement in its portfolio only with such consent.

9. Confidentiality

9.1 “Confidential Information” means non-public information disclosed by one party to the other in connection with an Engagement that is designated confidential or would reasonably be understood to be confidential, including the Scope of Work, project materials, data sets and commercial terms, but excluding information that: (a) is or becomes public otherwise than through breach; (b) was lawfully known to the recipient without confidentiality obligation before disclosure; (c) is received from a third party entitled to disclose it; or (d) is independently developed without use of the discloser’s information.

9.2 Each party shall hold the other’s Confidential Information in strict confidence; use it solely for the Engagement; disclose it only to personnel, advisers and Processors bound by obligations no less protective; and, upon written request following completion or termination, return or destroy it save one archival copy retained for legal-compliance purposes.

9.3 Compelled disclosure is permitted to the minimum extent required by law or lawful order, with prompt notice to the discloser where lawful. The parties acknowledge that damages may be an inadequate remedy for breach of this Article and that the injured party may seek injunctive relief under the Specific Relief Act, 1963 in addition to every other remedy.

9.4 This Article survives for three (3) years from completion or termination of the relevant Engagement, and indefinitely in respect of Personal Data, which is in all cases processed per the Privacy Policy.

10. Publications are not advice

10.1 Articles, guides and editorial matter on the Website are general technical and educational writing. They constitute neither professional advice nor a professional-client relationship, are not a substitute for advice on specific facts, and where they touch legal, tax or regulatory subject matter they expressly direct the reader to qualified counsel — which direction forms part of these Terms.

11. Warranties and disclaimers

11.1 Mutual authority. Each party warrants that it has full power and authority to enter and perform these Terms and each Engagement.

11.2 Company warranty. The Company warrants that Services will be performed with the reasonable skill, care and diligence of a competent professional provider, by personnel competent for the tasks assigned.

11.3 Exclusive warranties. Save as expressly stated in this Article, and to the maximum extent permitted by Applicable Law, the Website and the Services are provided “as is” and “as available”, and all other warranties, conditions, representations and terms, express or implied, statutory or otherwise — including satisfactory quality, merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation — are excluded. Article 6.4 (no outcome warranties) applies to every Engagement and every communication.

12. Limitation of liability

12.1 Nothing in these Terms excludes or limits liability for: (a) fraud or fraudulent misrepresentation; (b) death or personal injury caused by negligence; or (c) any liability that cannot be excluded or restricted under Applicable Law, including such rights of a consumer under the Consumer Protection Act, 2019 as are incapable of contractual exclusion.

12.2 Subject to Article 12.1, neither party shall be liable, however arising — whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise — for: loss of profits, revenue, business, anticipated savings, data, goodwill or opportunity; wasted expenditure; or any indirect, incidental, special, consequential, exemplary or punitive loss, in each case whether or not foreseeable or advised of.

12.3 Subject to Articles 12.1 and 12.2, the total aggregate liability of the Company arising out of or in connection with an Engagement, from all causes of action combined, shall not exceed the Fees actually paid by the Client under that Engagement; and in respect of the Website otherwise than under an Engagement, shall not exceed one thousand Indian Rupees (INR 1,000).

12.4 Each limb of this Article is a separate, severable limitation; the parties record that the Fees are calculated in reliance on this allocation of risk and that it is fair and reasonable in the commercial context. Claims under an Engagement shall be brought within the period allowed by the Limitation Act, 1963.

13. Indemnities; compliance covenants

13.1 Client indemnity. The Client shall indemnify, defend and hold harmless the Company, its directors, officers and personnel from and against losses, liabilities, damages and reasonable costs (including legal costs) arising from third-party claims to the extent caused by: (a) the Client’s breach of Articles 4.2, 6.5 or 9; (b) materials supplied by the Client that infringe a third party’s rights or breach Applicable Law; or (c) the Client’s use of Deliverables in breach of applicable institutional, professional or legal rules. The indemnity does not extend to loss to the extent caused by the Company’s own breach, negligence or wilful default.

13.2 Anti-corruption. Each party shall comply with Applicable Law relating to anti-bribery and anti-corruption, including the Prevention of Corruption Act, 1988, and shall not offer, promise, give or accept any undue advantage in connection with an Engagement.

13.3 Anti-money-laundering. Payments are accepted only through identifiable banking channels; the Company does not accept cash and may decline any payment whose provenance it cannot reasonably satisfy itself of, consistently with the objectives of the Prevention of Money-Laundering Act, 2002.

14. Suspension; termination; consequences

14.1 Suspension. The Company may suspend performance on written notice where: (a) an invoice is overdue; (b) the Client requires performance outside the Scope of Work without an agreed variation; (c) a dependency under Article 5.4 remains unsatisfied such that performance is impeded; or (d) continued performance would contravene Article 6. Notice states the ground and the condition of resumption; suspension extends affected timelines day for day.

14.2 Termination for cause. Either party may terminate an Engagement by written notice where the other commits a material breach not cured within fourteen (14) days of written notice specifying it, or suffers an insolvency event.

14.3 Consequences. Termination is without prejudice to rights accrued at its date. Fees for work performed to the effective date remain payable; refunds, if any, are exclusively as the Refund & Cancellation Policy provides; and each party shall return or destroy the other’s Confidential Information under Article 9.2.

14.4 Survival. Articles 6, 8, 9, 10, 11.3, 12, 13, 16, 17 and 18, and every provision that by its nature should survive, survive termination or expiry.

15. Force majeure

15.1 Neither party is liable for delay or failure in performance (payment obligations accrued due excepted) to the extent caused by an event beyond its reasonable control, including act of God, epidemic, governmental action, war, riot, terrorism, fire, flood, failure of telecommunications or power infrastructure, and outage of third-party platforms (a “Force Majeure Event”). The affected party shall notify the other without undue delay, use reasonable endeavours to mitigate, and resume performance upon cessation.

15.2 Where a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate the affected Engagement on written notice, whereupon Fees for undelivered work are dealt with under Clause 9.3 of the Refund & Cancellation Policy as a Company-side non-delivery, consistently with the principles of sections 56 and 65 of the Indian Contract Act, 1872 (frustration, and restoration of advantage received under an agreement that becomes void).

16. Notices

16.1 Notices shall be in writing and sent by electronic mail: to the Company at hello@shaventra.com, and to the Client at the address given in the Engagement. A notice is deemed received on the next Business Day after transmission absent a delivery-failure report. Either party may change its notice address by notice given under this Article. Routine project communications are not “notices” for the purposes of Articles 14 and 15.

17. Governing law; dispute resolution; jurisdiction

17.1 These Terms, every Engagement, and all disputes or claims arising out of or in connection with them or their subject matter or formation (including non-contractual disputes) are governed by and construed in accordance with the laws of the Republic of India.

17.2 Escalation. Before commencing proceedings, the parties shall attempt resolution in good faith: a written statement of the dispute, followed by discussion between authorised representatives within fifteen (15) Business Days. This Article does not bar urgent injunctive relief, nor prejudice any limitation period.

17.3 Jurisdiction. Subject to any non-excludable right of a consumer to approach a consumer commission under the Consumer Protection Act, 2019, the courts at the seat of the Company’s registered office in India have exclusive jurisdiction, and each party irrevocably submits to it and waives objection on grounds of venue or forum non conveniens.

18. General provisions

18.1 Severability. If any provision is held invalid, illegal or unenforceable, it shall apply with the minimum modification necessary to make it valid and enforceable and the remainder continues in full force.

18.2 No waiver. No failure or delay in exercising a right operates as waiver; no single or partial exercise precludes further exercise; waivers must be express and in writing.

18.3 Cumulative remedies. Rights and remedies under these Terms are cumulative and in addition to those provided by law, save where these Terms expressly state a remedy to be exclusive.

18.4 Assignment. The Client shall not assign, novate or transfer an Engagement or any right under it without the Company’s prior written consent; the Company may assign to an affiliate or to a successor in business upon written notice.

18.5 No third-party rights; relationship. Nothing in these Terms confers a benefit enforceable by a person not party to them, and nothing creates a partnership, joint venture, employment, fiduciary or agency relationship.

18.6 Non-solicitation. During an Engagement and for twelve (12) months thereafter, the Client shall not, directly or indirectly, solicit for employment or engagement any personnel of the Company materially involved in that Engagement, general public advertisement excepted.

18.7 Entire agreement. These Terms with the incorporated documents and the Scope of Work constitute the entire agreement concerning their subject matter and supersede all prior understandings; each party confirms it has not relied on any representation not recorded therein, save that nothing limits liability for fraud.

18.8 Amendment. The Company may amend these Terms prospectively by publishing a revised version with a new effective date; the version in force at formation continues to govern an existing Engagement.

18.9 Counterparts and electronic execution. A Scope of Work may be executed in counterparts and by electronic means, each counterpart together constituting one instrument.

18.10 Contact. Questions concerning these Terms: hello@shaventra.com.