Terms of Service

1. Definitions

"Client" refers to any individual or entity using our services. "Services" refers to all technology, development, consulting, and digital services provided by STPL. "Deliverables" means all work product provided to the Client.

References to statutes or rules include amendments and successor provisions as applicable in India. Unless a SOW states otherwise, “writing” includes email and other durable electronic messages accepted by STPL’s authorised contact. Electronic records and acknowledgements may be governed by the Information Technology Act, 2000 and allied rules where relevant. Contractual relations are interpreted in accordance with the Indian Contract Act, 1872, where applicable.

If these Terms conflict with an executed SOW, the SOW prevails to the extent of the conflict. STPL may publish updated Terms; the version identified at written commencement of a specific engagement governs that engagement unless otherwise agreed in writing. The foregoing SOW priority and version rules are without prejudice to Section 2 (Engagement Terms) and Section 11 (Reservation of Rights), which govern operational discretion to accept, refuse, suspend, pause, defer, modify, or discontinue work, including for commercial, technical, safety, compliance, or legal reasons.

2. Engagement Terms

All engagements begin upon signed agreement or written confirmation. Project scope, timelines, and deliverables are defined in individual Statements of Work (SOW).

STPL reserves the right, in its sole professional and commercial discretion, to accept, decline, pause, defer, modify, or discontinue any enquiry, proposal, project, service request, support request, AMC request, integration, deployment, or engagement where STPL reasonably considers that the work may be commercially unsuitable, technically infeasible, unsafe, non-compliant, unlawful, high-risk, inadequately scoped, unsupported by required access or approvals, outside STPL’s risk appetite, outside available capacity, or inconsistent with STPL’s policies, professional standards, or business interests.

Unless a SOW specifies on-site work, services are delivered remotely from STPL’s premises or designated secure environments. The Client shall provide timely access, test accounts, content, brand assets, decision-makers, and security-controlled credentials needed for delivery. Delay or unavailability on the Client side may extend timelines without liability to STPL.

The Client will review milestones and deliverables within any review period stated in the SOW (or, if none is stated, within five business days). If the Client does not respond within that period, STPL may treat the milestone as accepted for progress purposes and continue work, and timelines may be re-planned accordingly.

Scope changes require a written change request and STPL’s written acceptance (including adjusted fees and schedule).

STPL may select personnel, approved subcontractors where the SOW permits, tooling, and environments consistent with its security, confidentiality, and quality standards, provided deliverables meet the agreed specifications.

3. Payment Terms

Payment amounts, milestones, and schedules are specified in each Statement of Work (SOW), proposal, quotation, or invoice. Unless otherwise stated in the SOW, fifty per cent (50%) advance payment is required before work begins; remaining amounts accrue in accordance with the applicable written instrument and project milestones, delivery stages, or final handover.

All fees are exclusive of applicable taxes unless otherwise stated. GST, government fees, regulatory fees, domains, hosting, paid APIs, cloud tools, plugins, email services, advertising spend, third-party subscriptions, payment-gateway fees, app store fees, and similar pass-through costs are billed separately or paid directly by the Client.

Unless otherwise stated in the SOW, final payment is due before final deployment, production handover, source-code handover, credential transfer, admin access transfer, ownership assignment, intellectual property assignment, or release of final deliverables.

Advance payments, milestone payments, discovery fees, audit fees, diagnostic fees, design fees, third-party costs, and completed-work payments are non-refundable and non-transferable once work has begun, except where a written SOW expressly states otherwise or applicable law requires otherwise. If the Client discontinues an engagement without cause, STPL remains entitled to fees for work performed, committed capacity, pass-through costs incurred, and reasonable wind-down charges as stated in the SOW or, if silent, as reasonably invoiced. Any credit or waiver is discretionary and does not bind STPL in future matters.

The Client shall not withhold payment on the basis of subjective preference changes, new ideas, competitor comparisons, business strategy changes, delayed internal approvals, or requests outside the SOW where delivered work satisfies the acceptance criteria set out in the applicable SOW.

If any invoice, milestone payment, final payment, Annual Maintenance Contract (AMC) fee, or approved on-demand support charge remains unpaid, STPL may pause work, withhold deliverables, suspend support, delay deployment, revoke unpaid access, retain unpaid work product, or decline further work until payment is received in cleared funds.

The Client remains responsible for approved work, completed milestones, third-party costs, and expenses incurred up to the date of pause, suspension, cancellation, or termination.

Delay in payment may delay timelines, launch, support, handover, maintenance, or restoration work. STPL is not responsible for business loss, downtime, lost leads, missed launch dates, lost revenue, or third-party consequences arising from delayed or non-payment.

Rights and remedies for breach, loss, compensation, and agreed charges are subject to applicable law, including the Indian Contract Act, 1872, including Sections 73 and 74 where applicable.

4. Client Responsibilities, Third-Party Services, and Access

Client is responsible for providing accurate project requirements, content, images, logos, brand assets, business information, approvals, login credentials, hosting access, domain access, API keys, payment-gateway access, email access, cloud access, and any third-party account access required for the project.

Domains, hosting, paid APIs, plugins, email services, cloud tools, storage, analytics tools, payment gateways, advertising spend, app store accounts, third-party subscriptions, government fees, regulatory fees, and similar pass-through costs are paid directly by the Client using the Client's own account/card unless specifically included in the written SOW.

STPL is not responsible for domain expiry, hosting suspension, card decline, failed renewals, API outage, plugin failure, payment-gateway issue, third-party policy change, vendor shutdown, email suspension, cloud-service suspension, account lockout, malware caused by third-party systems, or any loss caused by Client-controlled or third-party services.

Client must maintain active payment methods, renewals, access, backups, and third-party account compliance for services owned or controlled by the Client. STPL may assist where agreed, but responsibility for Client-owned third-party accounts remains with the Client.

If a Client-controlled card declines, a domain expires, hosting is suspended, an API account is blocked, or a third-party vendor disables service, STPL is not responsible for downtime, data loss, SEO loss, lost leads, business interruption, or restoration cost unless the issue was directly caused by STPL's delivered work.

5. Remote Work, Assets, Approval, and Change Requests

All work is performed remotely unless onsite work is separately agreed in writing. Onsite visits, travel, lodging, local transport, and related expenses are not included in standard pricing and are billed separately if approved.

Client must review and approve all text, images, logos, layouts, pages, forms, pricing, service descriptions, legal/business information, and other assets before publication, delivery, or launch. Client confirms it has authority to approve such materials for public use.

Once Client approves text, images, layout, design, functionality, or deliverables, those approved items are treated as final for that delivery stage. Changes requested after approval may be treated as new work, support work, or out-of-scope work.

Client is responsible for providing correct, lawful, properly licensed, and good-quality images, logos, fonts, videos, documents, and content. STPL is not responsible for distortion, cropping, compression, aspect-ratio changes, quality loss, layout shifts, or display differences caused by incorrect, low-quality, wrongly sized, copyrighted, or unsuitable Client-provided assets.

After handover or delivery, Client has 3 calendar days to request corrections to approved delivered-scope items at no additional cost. After 3 calendar days, any change, update, replacement, correction, content edit, asset swap, troubleshooting, or support request is chargeable unless covered by an active AMC or written warranty term. STPL may decline same-day or unreasonable turnaround where capacity or safety does not permit.

STPL guarantees professional effort and stands behind work delivered within the agreed scope. STPL does not guarantee third-party platform behavior, third-party account approvals, search rankings, traffic, revenue, business results, app store approval, regulatory approval, payment gateway approval, or uninterrupted operation of services outside STPL's direct control.

6. Annual Maintenance and Support

Annual Maintenance Contract (AMC) is optional. The first 15 calendar days after handover are included for bug fixes related to the delivered project scope.

AMC is most cost-effective when activated within 30 calendar days of handover. After 30 days, STPL may require a paid technical review, security audit, dependency updates, cleanup, backup setup, malware check, hosting correction, or other restoration work before AMC can commence.

AMC is generally priced at 10% of the initial project value per year, subject to minimums by service type. Project value means the initial development contract value excluding GST, hosting, domains, paid APIs, cloud tools, third-party subscriptions, advertising spend, government fees, regulatory fees, and other pass-through costs.

If no AMC is active, on-demand support is billed by work category as follows:

• Basic website content edits — from Rs 500 per hour.
• Standard website updates, layout adjustments, SEO meta changes, image replacement, and routine page updates — from Rs 1,000 per hour.
• Technical website, hosting, email, deployment, debugging, ecommerce, API, app, database, and recovery work — from Rs 2,500 per hour.
• Custom software, KYC, compliance, Web3, DEX, token, stablecoin, settlement infrastructure, emergency rescue, or security-sensitive work — from Rs 5,000 per hour.
• For projects with initial project value of Rs 5,00,000 or more, post-handover technical support starts at Rs 5,000 per hour unless covered by an active AMC or separate SOW.

Minimum billing is 1 hour. Partial hours may be rounded up to the next billable hour.

AMC includes agreed maintenance activities such as security updates, minor bug fixes, uptime checks, backup checks, basic monitoring, and small content updates within the agreed monthly limit. Small content updates may include text changes, image swaps, contact detail updates, and basic SEO meta updates, up to 4 requests or 3 hours per month, whichever comes first, unless a different limit is agreed in writing.

AMC does not include new features, redesigns, major integrations, new dashboards, new modules, third-party vendor failures, hosting migration, malware recovery, emergency rescue, regulatory filings, legal advice, exchange operations, custody services, compliance approvals, or work outside the agreed scope. Out-of-scope work is quoted separately or billed at the on-demand support rate.

Domains, hosting, paid APIs, plugins, email services, cloud tools, advertising spend, and third-party subscriptions during an AMC are subject to Section 4 (Client Responsibilities, Third-Party Services, and Access) unless the SOW expressly includes specific pass-through items in the AMC fee.

Independently of AMC, third-party platforms (registrars, hosting, CDNs, cloud providers, payment gateways, email providers, app stores, social networks, analytics tools, government portals, and similar services) are governed by the third parties’ terms and uptime commitments. STPL is not responsible for outages, policy changes, billing disputes, account suspensions, or data loss originating from those services, except to the limited extent STPL agrees in writing to manage a specific account under a SOW.

For Clients without an active AMC, STPL may require a prepaid support or diagnostic block (commonly four billable hours) before commencing non-warranty troubleshooting on production systems, except where the SOW states otherwise.

Where STPL expressly agrees to provide after-hours or emergency response outside normal Indian business hours (10:00 to 18:00 IST, excluding Indian public holidays), such time may be billed at Rs 8,000 per hour, minimum two hours, in addition to any prepaid block, subject to engineer availability and prior written confirmation when reasonably practicable.

7. Intellectual Property

Upon full payment, STPL assigns to the Client all rights, title, and interest in custom-developed deliverables. STPL retains rights to pre-existing IP, general methodologies, and reusable components. STPL may use completed projects in portfolio and marketing materials unless otherwise agreed.

Until all fees and undisputed invoiced amounts attributable to the relevant deliverables are received in cleared funds, STPL may withhold release of final credentials, production deployments, source repositories, or formal assignment documents, notwithstanding any earlier partial delivery, unless the SOW expressly provides otherwise.

8. Confidentiality

Both parties agree to maintain strict confidentiality of proprietary information disclosed during the engagement. This obligation survives termination of the agreement for a period of 3 years.

9. Limitation of Liability

STPL's total liability shall not exceed the total amount paid by Client for the specific project giving rise to the claim. STPL is not liable for indirect, incidental, or consequential damages.

STPL is not responsible for defects, delays, loss, or security incidents caused by the Client’s configuration changes, third-party code, unauthorised access due to weak Client credentials, absence of backups maintained by the Client, or third-party service failures outside STPL’s reasonable control. The Client remains responsible for its own legal, tax, employment, marketing, and regulatory compliance in connection with use of the deliverables.

10. Termination

Either party may terminate a project, AMC, support arrangement, or service engagement with 30 days’ written notice unless a shorter period is stated in the SOW or termination is allowed earlier under these Terms.

STPL may immediately suspend work or terminate the applicable project, AMC, support request, or engagement if the Client commits a material breach and does not cure it within 7 calendar days after written notice. Material breach includes non-payment, misuse of access, abusive conduct, illegal instructions, unsafe or non-compliant requests, refusal to provide required approvals or access, repeated scope disputes, chargebacks, payment reversals, or instructions that expose STPL to legal, technical, security, payment, operational, or reputational risk.

STPL may also suspend or terminate work immediately, without liability, where continuing the engagement may expose STPL to unlawful activity, regulatory concern, cyber-security risk, third-party platform violation, professional misconduct risk, non-payment risk, data risk, harassment, abuse, or material business risk.

Termination does not remove the Client’s obligation to pay for approved work, completed milestones, completed deliverables, third-party costs, committed expenses, diagnostic work, on-demand support, AMC charges already due, or work performed up to the termination or suspension date.

Upon termination, STPL may withhold unpaid deliverables, credentials, source code, deployment access, licences, support, or handover material until all due amounts are paid in cleared funds, subject to applicable law and the written SOW.

11. Reservation of Rights

STPL reserves all rights not expressly granted to the Client in these Terms, the applicable SOW, proposal, invoice, or signed agreement.

STPL reserves the right, at any time and in its sole professional, technical, operational, compliance, security, and commercial judgment, to refuse, decline, suspend, pause, limit, modify, reschedule, discontinue, or terminate any enquiry, project, service, deliverable, deployment, support request, AMC request, integration, third-party setup, or engagement where STPL considers it necessary or appropriate to protect its legal position, payment rights, intellectual property, security, personnel, infrastructure, reputation, business continuity, regulatory posture, or professional standards.

STPL reserves the right to refuse or discontinue work involving illegal activity, misleading claims, unsafe systems, prohibited content, non-compliant financial or crypto activity, suspected fraud, abusive conduct, non-payment, repeated scope creep, unsupported third-party systems, unavailable client cooperation, missing approvals, incomplete documentation, or any matter outside STPL’s risk appetite.

STPL reserves the right to determine whether requested work is in scope, out of scope, technically feasible, commercially acceptable, safe to deploy, ready for production, supportable under AMC, or subject to separate quotation, change order, prepaid diagnostic review, legal/compliance review, or additional approvals.

STPL’s decision to decline, pause, suspend, or discontinue work under this section does not waive its right to recover payment for work already performed, approved work, completed milestones, third-party costs, diagnostic work, committed expenses, or other amounts due.

12. Dispute Resolution and Arbitration

The parties shall first attempt to resolve any dispute, claim, or disagreement arising out of or relating to these Terms, any Statement of Work (SOW), invoice, deliverable, payment, support request, Annual Maintenance Contract (AMC), or service engagement through good-faith discussion.

If the dispute is not resolved within 15 calendar days from written notice by either party, the parties may attempt settlement through mediation or conciliation before initiating formal proceedings.

If the dispute remains unresolved, it shall be referred to arbitration under the Arbitration and Conciliation Act, 1996 (“Act”). These Terms and the applicable SOW (together with written proposals, quotations, or invoices that expressly incorporate these Terms) are intended to constitute an arbitration agreement within the meaning of the Act, including Section 7, subject to applicable law.

The arbitration shall be conducted by a sole arbitrator mutually appointed by the parties. If the parties cannot mutually appoint the sole arbitrator within fifteen (15) calendar days from a party’s written request to appoint, either party may apply for appointment of the arbitrator under Section 11 of the Act, or pursue appointment as otherwise permitted by applicable law and the rules of the competent court or institution having jurisdiction.

The seat and venue of arbitration shall be Hoshiarpur, Punjab, India, unless otherwise agreed in writing. The language of arbitration shall be English. The arbitral award shall be a final and binding award on the parties, subject to applicable law.

Nothing in Section 12 prevents either party from seeking urgent interim measures or injunctive relief from a competent court under Section 9 of the Act, or other applicable provisions, where required to protect confidential information, intellectual property, payment rights, data, systems, or business continuity.

13. Governing Law

These Terms are governed by the laws of India. Subject to Section 12 (Dispute Resolution and Arbitration), the courts at Hoshiarpur, Punjab, India shall have jurisdiction for court support, interim relief, enforcement, and any non-arbitrable matters.

14. Contact

For questions about these terms, contact admin@synturion.in