Terms and Conditions

Client. The individual or organisation that engages Comlabs to provide Services under a Services Agreement.

Services. Application support, AI and agentic engineering, AWS cloud and DevOps, custom software engineering, mobile engineering, web and digital experience work, and related consulting delivered by Comlabs.

Deliverables. The specific work product — code, infrastructure configuration, designs, documentation, or reports — that a Services Agreement identifies as an output of the engagement.

Confidential Information. Non-public information disclosed by either party in connection with an engagement, including business plans, technical data, source code, credentials and client data, that is marked confidential or would reasonably be understood as confidential given its nature.

The Site and its content — including text, graphics, illustrations, logos and case-study material — are provided for informational purposes about Comlabs and its services. You may not scrape, reproduce, or redistribute substantial portions of the Site without our written permission, attempt to gain unauthorised access to the Site or its underlying systems, or use the Site to transmit unlawful, harmful or infringing content.

We may modify, suspend or discontinue any part of the Site at any time without notice and without liability to you for doing so.

An enquiry, quote request, or conversation initiated through the Site does not itself create a binding engagement. An engagement begins only once both parties have signed a Services Agreement (or comparable written proposal or statement of work) setting out the scope, timeline, fees and any specific terms for that project. These Terms apply to every engagement in addition to, not instead of, the Services Agreement.

To allow us to deliver Services on schedule, the Client agrees to:

• Provide timely, accurate information, access, credentials, and decisions reasonably required for the engagement.
• Designate a point of contact with authority to approve scope, review deliverables, and respond within the timeframes agreed in the Services Agreement.
• Ensure it has the necessary rights, licences and consents for any data, content, systems or third-party accounts it provides to us for the engagement.
• Comply with applicable law in its own use of the Deliverables, including data protection, export control and industry-specific regulation relevant to its business.

Delays caused by the Client’s failure to meet these responsibilities may affect timelines and fees, as described in the applicable Services Agreement.

Fees, payment schedule, currency and invoicing terms are set out in each Services Agreement. Unless the Services Agreement states otherwise:

• Invoices are due within the period stated on the invoice, and payment obligations are independent of any dispute the Client may raise about unrelated deliverables.
• Fees are exclusive of applicable taxes (including GST), which are payable in addition where applicable by law.
• We may charge interest on undisputed amounts overdue by more than 15 days, at the rate permitted by applicable law, and may suspend Services for material non-payment after written notice.
• Fees for third-party services, licences, or infrastructure procured on the Client’s behalf (such as cloud hosting or SaaS subscriptions) are passed through at cost unless otherwise agreed, and are the Client’s responsibility to fund on an ongoing basis after delivery.

Cancellation, rescheduling and refund terms for deposits and milestone payments are described in our Refund Policy, which forms part of these Terms.

Unless the applicable Services Agreement states otherwise, upon receipt of full payment for the relevant engagement, ownership of the Deliverables created specifically for the Client transfers to the Client. Comlabs retains ownership of:

• Pre-existing tools, libraries, frameworks, internal accelerators and know-how used to build the Deliverables, whether created before or during the engagement, which we license to the Client on a non-exclusive, royalty-free basis to use as part of the Deliverables.
• General methodologies, techniques and know-how developed or refined while performing the Services, so long as they do not incorporate the Client’s Confidential Information.

The Site itself, including its design, illustrations, brand assets and written content, remains the property of Comlabs and may not be used without permission, independent of the intellectual property terms governing any Deliverables.

Each party agrees to protect the other’s Confidential Information with at least the same degree of care it uses for its own confidential information of similar importance, and not to disclose it to third parties except as necessary to perform under a Services Agreement, to professional advisors bound by confidentiality, or as required by law. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was already known to the receiving party without an obligation of confidence, or is independently developed without use of the disclosing party’s Confidential Information. These obligations survive the termination or expiry of an engagement.

We warrant that Services will be performed with reasonable skill and care, consistent with generally accepted industry standards, and that Deliverables will materially conform to the specifications agreed in the applicable Services Agreement for the warranty period stated there (or, if none is stated, for 30 days after delivery). Our sole obligation for a breach of this warranty is to re-perform the non-conforming Services or correct the non-conforming Deliverable.

Except as expressly stated in this section or in a Services Agreement, Services and Deliverables are provided on an “as is” basis, and we disclaim all other warranties, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by applicable law. We do not warrant that software will be error-free or that systems we support will be uninterrupted, as production systems can be affected by factors outside our control (including third-party infrastructure, the Client’s own systems, and force majeure events).

To the maximum extent permitted by applicable law, neither party will be liable to the other for indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, data or business opportunity, arising out of or relating to an engagement, even if advised of the possibility of such damages.

Except for liability arising from a breach of confidentiality, infringement of intellectual property rights, gross negligence, wilful misconduct, or a party’s indemnification obligations, each party’s total aggregate liability arising out of or relating to a given engagement will not exceed the total fees paid or payable by the Client to Comlabs under the applicable Services Agreement in the 12 months preceding the event giving rise to the claim. Nothing in these Terms limits liability that cannot lawfully be limited or excluded.

Each party agrees to indemnify and hold the other harmless from third-party claims, damages and reasonable expenses (including legal fees) arising from that party’s breach of these Terms, violation of applicable law, or infringement of a third party’s intellectual property rights — provided that, for the Client, this excludes claims arising solely from Deliverables built strictly to the Client’s specification where Comlabs raised a documented objection that was not addressed.

These Terms apply for as long as you use the Site or have an active engagement with us. A Services Agreement may be terminated as set out in its own termination clause, typically permitting either party to terminate for convenience on written notice (subject to payment for work performed and committed costs incurred up to the effective date of termination) or for material breach that remains uncured after a notice period.

Sections that by their nature should survive termination — including confidentiality, intellectual property, payment obligations for work already performed, warranties and disclaimers, limitation of liability, indemnification, and governing law — survive termination or expiry of an engagement.

Neither party is liable for delay or failure to perform obligations (other than payment obligations) resulting from causes beyond its reasonable control, including natural disasters, war, civil unrest, government action, internet or telecommunications failures, or widespread outages of third-party infrastructure providers. The affected party will notify the other promptly and resume performance as soon as reasonably possible once the cause is resolved.

These Terms and any engagement with Comlabs are governed by the laws of India, without regard to conflict-of-law principles. The parties will first attempt to resolve any dispute through good-faith negotiation between designated representatives. If a dispute is not resolved within 30 days, it will be subject to the exclusive jurisdiction of the courts at Pune, Maharashtra, India, unless the applicable Services Agreement specifies binding arbitration or another dispute resolution mechanism, in which case that mechanism controls.

• Independent contractor. Comlabs performs Services as an independent contractor, not as an employee, agent, partner or joint venturer of the Client.
• Assignment.Neither party may assign a Services Agreement without the other’s written consent, except to a successor in connection with a merger, acquisition or sale of substantially all of its assets.
• Severability. If any provision of these Terms is found unenforceable, the remaining provisions continue in full force and effect.
• No waiver. Failure to enforce any provision of these Terms is not a waiver of the right to enforce it later.
• Entire agreement. These Terms, together with the applicable Services Agreement, constitute the entire agreement between the parties for that engagement and supersede prior discussions on the same subject matter.

We may update these Terms from time to time; the “Last updated” date above reflects the most recent revision. Changes apply prospectively and do not alter the terms of a Services Agreement already signed, unless that agreement is itself amended in writing. Continued use of the Site after a change constitutes acceptance of the revised Terms.

Questions about these Terms can be sent to Comlabs Technologies Private Limited, Pune, Maharashtra, India, at admin@comlabstechnologies.com, or through our contact page.