Terms of Service

These Terms of Service ("Terms") govern the relationship between Etherlabz IT Solutions Private Limited ("Etherlabz", "we") — a company registered in India — and any individual or entity ("Client", "you") who engages us for services or uses this website. Project-specific terms are documented in a separate written agreement; in case of conflict, the project agreement controls.

1. Scope of services

Etherlabz provides custom software engineering services, including ecom builds (WooCommerce, headless storefronts), product configurators, third-party connectors and scrapers, plugins and integrations, custom development on Next.js, NestJS, and WordPress, audits, and ongoing care plans. Our SaaS product LocalLeads (under the PostOrbit brand) is governed by separate terms at leads.postorbit.io/terms.

The exact scope, deliverables, milestones, and price for any engagement are set out in a written project agreement signed by both parties. These Terms apply to that engagement unless explicitly overridden in writing.

2. Engagement formation

A binding engagement is formed only when (a) a written proposal is signed by both parties, or (b) a deposit invoice is paid, whichever happens first. Initial scoping calls, ballpark estimates, and emailed quotes are not binding on either side.

3. Payment terms

• Fees, milestones, and payment schedule are defined per engagement.
• We invoice in EUR for European clients (typically without VAT under reverse-charge), USD for US/global clients, and INR for clients invoiced in India. Other currencies on request.
• Standard net-15 unless otherwise agreed in writing. Late payments may attract interest at the rate permitted under India's MSME Act and the EU Late Payment Directive (Directive 2011/7/EU) where applicable.
• Payment is processed via bank transfer, Razorpay, or PayPal. Payment processor fees are borne by the Client unless agreed otherwise.
• Estimates and fixed-price quotes are valid for 30 days from the date of issue.

4. Intellectual property

On full payment for a phase, all deliverables developed specifically and exclusively for the Client under the engagement become the Client's property — including source code, designs, documentation, and integrations.

Etherlabz retains ownership of any pre-existing tools, libraries, and general-purpose components, as well as the technical know-how and patterns acquired during engagements. We may reuse general technical knowledge in future projects, provided we do not reproduce specific Client logic, algorithms, or organisational structures developed for that Client.

Open-source plugins and components we publish under our own GitHub organisation (github.com/EtherLabZ) remain our property and are licensed under their stated open-source licenses (typically MIT). Use of an open-source plugin in a Client project does not transfer ownership of that plugin.

5. Confidentiality

We treat Client information — source code, credentials, business documents, customer lists, financial data — as confidential. Unless explicit written permission is granted, we do not display, reference, or use Client work in our portfolio, marketing materials, or case studies. Confidentiality obligations survive termination of any engagement indefinitely.

6. Non-competition

Where a Client requests an exclusivity arrangement (e.g., "we will not take a competing client in the same geography"), it is agreed in the project agreement and we honour it strictly. Without such an arrangement, no implicit non-compete is in force.

7. Warranty & defect correction

We warrant that deliverables substantially conform to the specifications in the project agreement. We provide a four-week warranty after final delivery during which we correct defects at no additional cost: up to two weeks for major bugs, up to four weeks for minor adjustments. Clients on a Care Plan retainer (six months or more) receive an extended one-year design-effort warranty.

8. Acceptance criteria

Clients have 30 days from final delivery to review and report defects. Acceptance is deemed confirmed if no issues are reported within that period. Pre-delivery testing covers functional, performance, and basic security checks.

9. Hosting and infrastructure responsibilities

Unless we are explicitly contracted to host, the Client is responsible for providing infrastructure (domain, server, cloud accounts) and securing it. We are responsible for application-level code we deliver but not for breaches arising from insecure hosting environments, leaked credentials, or unauthorised client-side access. Care Plan retainers may include managed hosting where agreed.

10. Limitation of liability

To the maximum extent permitted by applicable law, our total aggregate liability — whether in contract, tort (including negligence), or otherwise — arising out of or in connection with an engagement, shall not exceed the total amount paid by the Client to Etherlabz under the specific phase or service giving rise to the claim. We shall not be liable for indirect, incidental, special, punitive, or consequential damages, including loss of profits, revenue, business opportunities, or data, even if advised of their possibility.

11. Indemnification

The Client agrees to indemnify and hold harmless Etherlabz and its personnel from claims, demands, and liabilities arising from (a) the Client's use or misuse of deliverables after handover, (b) unauthorised modification or distribution of our work, or (c) actions or inactions following project delivery, except to the extent caused by our gross negligence or wilful misconduct.

12. Termination

Either party may terminate an engagement with fourteen (14) days' written notice. Upon termination, Etherlabz is entitled to retain payments for work completed up to that point. Unused revision rounds or undelivered phases are forfeited unless otherwise agreed in writing.

13. Force majeure

Neither party is liable for delays or failures due to causes beyond its reasonable control — natural disasters, war, terrorism, strikes, pandemics, government restrictions, or major internet outages. The affected party will notify the other promptly. If the event continues for more than 21 days, either party may terminate without penalty.

14. Governing law

These Terms are governed by the laws of India, including the Indian Contract Act, 1872 and the Information Technology Act, 2000. Where the Client is established in the European Union, the mandatory provisions of EU law also apply, including the General Data Protection Regulation (GDPR), the Consumer Rights Directive (2011/83/EU), the Digital Services Act, and the Late Payment Directive.

15. Dispute resolution

The parties will first attempt to resolve any dispute amicably through good-faith negotiation within fifteen (15) days of written notice. If unresolved, the parties will mediate with a mutually agreed mediator; failing agreement, either party may request appointment by the London Court of International Arbitration (LCIA).

If mediation fails, the dispute will be finally resolved by binding arbitration under the LCIA Rules. If no agreement on the institution is reached within ten (10) days, arbitration will be conducted under the UNCITRAL Arbitration Rules. The seat of arbitration will be New Delhi, India and the language English, unless agreed otherwise.

16. Changes to these Terms

We may update these Terms from time to time. Existing engagements continue under the version of the Terms in force at the date of the project agreement; new engagements use the version published at signing.

17. Contact

Etherlabz IT Solutions Private Limited
Registered in India · Operating with EU and global clients
Legal contact: [email protected]
General contact: [email protected]