These payment terms outline the commercial conditions, milestone-based fee structure, and financial obligations governing consulting engagements with JSCo. Tech Labs.

1. Commercial Structure & Engagement Milestones

All commercial terms under this engagement shall be governed by defined consulting and delivery milestones, as mutually agreed and documented in the applicable Contract and/or Statement of Work (SOW).

Each milestone shall outline the scope of consulting services, expected deliverables or outcomes, acceptance criteria, associated fees, and payment timelines.

Fees shall become due and payable upon completion and acceptance of the respective milestone, unless expressly agreed otherwise in writing.

2. Engagement Initiation Fee (Token Amount)

A non-refundable engagement initiation fee equivalent to ten percent (10%) of the total engagement value shall be payable prior to commencement of any consulting or delivery activities.

This initiation fee confirms formal onboarding, allocation of consulting resources, and initiation of planned workstreams. Unless agreed otherwise, the amount shall be adjusted against the first milestone invoice.

No consulting or delivery work shall commence until the initiation fee is successfully credited to the bank account of JSCo. Tech Labs.

3. Delayed Payments & Commercial Surcharge

Any invoice amount not received on or before the agreed due date shall be treated as a delayed payment.

In the event of delayed payment, a Late Payment Surcharge (LPS) shall apply from the day immediately following the due date.

The LPS shall be calculated as follows:

Applicable LPS Rate = SBI Business Loan Rate prevailing on the first day of delay + 1% per annum

The applicable SBI Business Loan Rate shall be locked as of the first day of delay, and the surcharge shall accrue on a pro-rata daily basis until the date the outstanding amount is fully credited to JSCo. Tech Labs’ designated bank account.

4. Impact of Payment Delays on Consulting Delivery

In case of delayed or outstanding payments, JSCo. Tech Labs reserves the right to pause, defer, or reprioritise ongoing or future consulting activities, milestones, or deliverables until all dues are cleared.

Any such interruption shall be considered a client-driven delay and may impact timelines, interdependencies, and overall delivery schedules.

JSCo. Tech Labs shall not be liable for any schedule slippages, cost impacts, or delivery changes resulting directly or indirectly from delayed payments.

5. Determination of Payment Date

For all contractual, accounting, and legal purposes, the date of payment shall be deemed to be the date on which the full invoiced amount is successfully credited to JSCo. Tech Labs’ designated bank account.

Payment initiation dates, cheque issuance dates, or UTR references shall not be considered evidence of payment unless the funds are actually credited.

6. Requests for Change (RFC)

Any Request for Change (RFC), including but not limited to changes in scope, business requirements, architectural direction, delivery timelines, or consulting assumptions, may require a reassessment of effort, fees, and schedules.

All RFCs must be formally submitted in writing and shall be reviewed for technical feasibility, commercial impact, and delivery implications.

JSCo. Tech Labs retains the discretion to accept or decline RFCs based on professional judgment and capacity considerations.

Approved RFCs shall take effect only upon mutual written agreement on revised commercials and timelines.

7. Suspension or Termination Due to Non-Payment

Continued non-payment or repeated payment delays shall entitle JSCo. Tech Labs to suspend consulting services, withhold deliverables, or terminate the engagement after providing reasonable notice.

Upon termination due to non-payment, all outstanding amounts shall become immediately due and payable. No deliverables, work products, or knowledge artefacts shall be released until full settlement.

8. Taxes & Statutory Levies

All fees are exclusive of applicable taxes unless explicitly stated otherwise.

Applicable taxes, including Goods and Services Tax (GST), shall be levied in accordance with prevailing Indian laws. Any statutory deductions or withholding must be supported by valid documentation as required under Indian tax regulations.

9. No Set-Off or Payment Withholding

All payments shall be made without set-off, counterclaim, or withholding, except where mandated by applicable law.

Any commercial or delivery-related disputes shall not justify delay or withholding of undisputed invoice amounts.

10. Limitation of Liability

JSCo. Tech Labs’ aggregate liability, if any, arising from payment-related matters shall be limited to the fees actually received for the specific milestone giving rise to such claim.

JSCo. Tech Labs shall not be liable for any indirect, incidental, or consequential losses, including loss of business, revenue, or opportunity.

11. Governing Law & Jurisdiction

These commercial and payment terms shall be governed by and construed in accordance with the laws of India.

Courts having jurisdiction at the registered office location of JSCo. Tech Labs shall have exclusive jurisdiction.

Payment Terms & Commercial Conditions