Terms of Service

These Terms of Service (the "Terms") are a legally binding agreement between Sharnova Labs OPC Pvt. Ltd., a One Person Company incorporated under the Companies Act, 2013, having its registered office at 512/3 Parnashree Pally, LP-140/22/3/1, Parnasree Pally, Kolkata – 700060, West Bengal, India ("Sharnova Labs", "we", "us" or "our"), and the organisation that accepts these Terms (the "Customer", "you" or "your"), governing access to and use of Sharnova Orbit (the "Service").

1. Definitions and Interpretation

1.1 In these Terms, the following capitalised terms have the meanings set out below:

• "Account" means the account registered by or for the Customer to access and use the Service.
• "Aggregated Data" has the meaning given in clause 11.3.
• "Authorised User" means an individual whom the Customer permits to use the Service under its Account, including an employee, contractor or agent of the Customer.
• "Beta Features" has the meaning given in clause 8.1.
• "Confidential Information" has the meaning given in clause 13.1.
• "Customer Data" means all data, text, files, content, employee details, capacity inputs and information uploaded to, transmitted to, entered into or generated through the Service by or on behalf of the Customer or its Authorised Users, including employee, project and allocation data.
• "Data Fiduciary", "Data Processor" and "Data Principal" have the meanings given to them in the Digital Personal Data Protection Act, 2023.
• "Data Protection Law" means the Digital Personal Data Protection Act, 2023, the Information Technology Act, 2000, and the rules, regulations, directions and guidelines made thereunder (including the Digital Personal Data Protection Rules, 2025 and the directions issued by the Indian Computer Emergency Response Team), each as amended or replaced from time to time.
• "Effective Date" means the date on which the Customer first accepts these Terms in accordance with clause 2.
• "Fees" means the subscription and other charges payable for the Service, as set out in the applicable plan or Order Form.
• "Intellectual Property Rights" means all patents, copyrights, moral rights, trade marks, trade secrets, database rights, domain names, designs, software, know-how and all other proprietary rights, in each case whether registered or unregistered and wherever subsisting.
• "Order Form" means an ordering document, online checkout, quotation or written communication agreed between the parties that references these Terms and sets out the plan, Fees, term or other commercial terms.
• "Service" means the Sharnova Orbit software-as-a-service workforce allocation governance and capacity intelligence platform, together with its documentation.
• "Subscription Term" means the period for which the Customer has subscribed to the Service, as set out in the applicable plan or Order Form.

1.2 Interpretation. Clause headings are for convenience only and do not affect interpretation. "Including" and "such as" are illustrative and not limiting. References to a statute include any amendment or re-enactment of it and any subordinate legislation made under it. The singular includes the plural and vice versa. References to "Sharnova Labs" include its permitted successors and assigns.

2. Acceptance of Terms

2.1 By clicking "I agree", creating an Account, executing or accepting an Order Form that references these Terms, or otherwise accessing or using the Service, the Customer agrees to be bound by these Terms with effect from the Effective Date.

2.2 If the individual accepting these Terms does so on behalf of an organisation, that individual represents and warrants that they are authorised to bind the organisation, and "Customer" refers to that organisation.

2.3 Sharnova Labs retains a record of the Customer's acceptance, including the version accepted and the date and time of acceptance. If the Customer does not agree to these Terms, it must not access or use the Service.

3. The Service and Rights Granted

3.1 The Service is a workforce allocation governance and capacity intelligence platform that helps organisations plan resource allocation, manage approvals, track bench status and analyse utilisation.

3.2 Sharnova Labs grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term, solely for the Customer's internal business operations and subject to these Terms.

3.3 Sharnova Labs may improve, modify or add features to the Service from time to time as part of ordinary product development. If Sharnova Labs discontinues a material feature, or the Service as a whole, during a paid Subscription Term, it will give the Customer reasonable prior notice and, where the discontinuation materially reduces the Service for which the Customer has pre-paid, refund a pro-rata portion of pre-paid, unused Fees for the affected period as the Customer's sole remedy.

4. Account Registration and Eligibility

4.1 The Customer must provide accurate, current and complete information when registering for or requesting access to the Service, and must keep that information updated.

4.2 The Service is intended for business use by persons who are 18 years of age or older and acting on behalf of an organisation. The Service is not directed at consumers or at individuals under 18.

4.3 The Customer is responsible for maintaining the confidentiality of its login credentials and for all activity that occurs under its Account. The Customer must notify Sharnova Labs promptly at contact@sharnovalabs.com of any unauthorised use of, or access to, its Account.

5. Authorised Users and Customer Responsibilities

5.1 The Customer may permit Authorised Users to use the Service under its Account. The Customer is responsible for its Authorised Users' compliance with these Terms and for all acts and omissions of its Authorised Users as if they were the Customer's own.

5.2 The Customer shall:

• use the Service only for lawful purposes and in accordance with these Terms;
• be responsible for the accuracy, quality and legality of Customer Data and the means by which it acquired it; and
• maintain reasonable security over the devices and credentials used to access the Service.

6. Subscription Plans, Fees and Payment

6.1 The Service is offered under subscription plans (such as Starter, Growth and Professional), differentiated primarily by the number of employees supported, as described on the Pricing page or in an applicable Order Form.

6.2 Unless an Order Form states otherwise, Fees are billed in advance for the Subscription Term. Fees are exclusive of applicable taxes, which are addressed in clause 7.

6.3 Except as expressly stated in these Terms or an Order Form, or as required by applicable law, Fees are non-refundable and payment obligations are non-cancellable for the current Subscription Term.

6.4 If any undisputed Fee is not paid when due, Sharnova Labs may charge interest on the overdue amount at 1.5% per month (or the maximum permitted by law, if lower) from the due date until paid, without prejudice to clause 6.7.

6.5 Sharnova Labs may revise Fees for a future Subscription Term by giving the Customer at least thirty (30) days' notice before the Customer's renewal date. Revised Fees apply from the start of the next Subscription Term. This clause is subject to any price protection expressly agreed in an Order Form.

6.6 Headcount true-up. If the number of employees for whom Customer Data is held in the Service exceeds the tier stated in the Order Form, Sharnova Labs may, on notice, require the Customer to upgrade to the applicable tier with effect from the date the threshold was exceeded, and may invoice the difference on a pro-rata basis for the remainder of the Subscription Term. Sharnova Labs will not suspend or restrict the Service on this ground without first giving the Customer at least fifteen (15) days to upgrade or reduce usage.

6.7 MSME status. Sharnova Labs is registered as a micro, small or medium enterprise under the Micro, Small and Medium Enterprises Development Act, 2006. Where that Act applies, its provisions as to the period for payment and the interest payable on delayed payment apply notwithstanding anything to the contrary in these Terms or in an Order Form.

7. Taxes

7.1 Fees are exclusive of Goods and Services Tax (GST) and other applicable taxes, levies or duties, which will be added to invoices as required by Indian law and borne by the Customer. Each party is responsible for its own income taxes.

7.2 If the Customer is required by law to deduct Tax Deducted at Source (TDS) or otherwise withhold tax from a payment, it shall pay the balance to Sharnova Labs and shall promptly provide Sharnova Labs with a valid tax deduction certificate so as to enable Sharnova Labs to claim credit for the amount deducted.

8. Beta and Early Access Features

8.1 Sharnova Labs may offer features or programmes designated as beta, preview, early access or "Design Partner" features (collectively, "Beta Features").

8.2 Beta Features are provided on an "as-is" and "as-available" basis, may be changed, suspended or withdrawn at any time, are not guaranteed to be made generally available, and are excluded from any warranty. The Customer uses Beta Features at its own risk. To the maximum extent permitted by law, Sharnova Labs has no liability arising out of or in connection with Beta Features.

8.3 Design Partner program stage. Where the Customer participates in the Service as a Design Partner under an Order Form, the Customer acknowledges that the Service as a whole — not only functionality separately designated as a Beta Feature — is at an early and active stage of development, and that defects, instability, incomplete functionality and material changes to features, including removal of functionality, may occur as an ordinary part of that development. This acknowledgment is in addition to, and does not narrow, the disclaimers in clause 18 (Warranties and Disclaimer) or the limitations on liability in clause 19.

9. Customer Data and Data Protection

9.1 Ownership and licence. As between the parties, the Customer retains all right, title and interest in and to Customer Data. The Customer grants Sharnova Labs a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, format, process and display Customer Data solely as necessary to provide, secure, maintain and support the Service and as otherwise permitted by these Terms.

9.2 Roles. Where Customer Data includes personal data, the Customer acts as the Data Fiduciary and Sharnova Labs acts as a Data Processor processing such personal data on the Customer's documented instructions. These Terms, together with the Order Form and the Privacy Policy, constitute the Customer's documented instructions and the contract required by section 8(2) of the Digital Personal Data Protection Act, 2023. Sharnova Labs will not process such personal data for any purpose other than providing the Service, except as required by law.

9.3 Security. Sharnova Labs will implement and maintain reasonable technical and organisational security measures designed to protect Customer Data against unauthorised access, alteration, disclosure or destruction, consistent with Data Protection Law. Those measures include encryption of Customer Data in transit and at rest, role-based access control, logging and monitoring of access, backup and recovery arrangements, and the imposition of equivalent obligations on personnel and sub-processors. No method of transmission or storage is completely secure and Sharnova Labs does not guarantee absolute security.

9.4 Cyber incident reporting and logs. Sharnova Labs will report cyber security incidents to the Indian Computer Emergency Response Team (CERT-In) within the period required by the directions issued under section 70B(6) of the Information Technology Act, 2000, and will enable and retain logs of its information and communication technology systems for a rolling period of one hundred and eighty (180) days within Indian jurisdiction, in each case as required by those directions.

9.5 Personal data breach. Sharnova Labs will notify the Customer without undue delay after becoming aware of a personal data breach affecting Customer Data, and will provide reasonable information and cooperation to enable the Customer to meet its obligations under Data Protection Law, including any notification to the Data Protection Board of India and to affected Data Principals.

9.6 Sub-processors. The Customer authorises Sharnova Labs to engage sub-processors (such as cloud infrastructure, email delivery and analytics providers) to support the provision of the Service, provided that Sharnova Labs imposes data protection obligations on them consistent with these Terms and remains responsible for their performance. Sharnova Labs maintains a current list of sub-processors and will give the Customer reasonable advance notice before adding a new sub-processor that will process Customer Data.

9.7 Assistance and deletion. Sharnova Labs will provide the Customer with reasonable assistance, at the Customer's cost, in responding to requests from Data Principals and to enquiries from the Data Protection Board of India, and will delete or return Customer Data in accordance with clause 17.

9.8 Customer warranty. The Customer warrants that it has a valid legal basis under Data Protection Law to collect the personal data contained in Customer Data and to provide it to Sharnova Labs for processing, including where applicable under section 7(i) of the Digital Personal Data Protection Act, 2023, and that it has given any notice and obtained any consent required for that purpose.

9.9 Relationship with the Privacy Policy. The processing of personal data is further described in our Privacy Policy. In the event of a conflict between the Privacy Policy and these Terms regarding the parties' contractual data protection obligations, these Terms prevail.

10. Acceptable Use

10.1 The Customer shall not, and shall not permit any Authorised User or third party to:

• use the Service to store or transmit unlawful, infringing, defamatory, obscene or malicious content, or malware;
• reverse engineer, decompile, disassemble or attempt to derive the source code of the Service, except to the extent permitted by applicable law;
• scrape, crawl or use automated means to extract data from the Service in bulk, or circumvent any usage limit, access control or security feature;
• interfere with or disrupt the integrity or performance of the Service or its underlying infrastructure, or attempt to gain unauthorised access to the Service or related systems;
• resell, sublicense, rent or make the Service available to any third party outside the Customer's organisation without Sharnova Labs' prior written consent; or
• use the Service to develop a competing product, or for benchmarking or competitive analysis, without Sharnova Labs' prior written consent.

10.2 A breach of this clause 10 is a material breach and may result in suspension under clause 16 or termination under clause 15.

11. Intellectual Property Rights

11.1 Sharnova Labs ownership. As between the parties, Sharnova Labs retains sole and exclusive ownership of all right, title and interest in and to:

• the Service, platform software, source code, object code, user interfaces, algorithms, workflows, database structures and documentation;
• all updates, modifications, enhancements, derivative works, customisations or features developed for or added to the Service, regardless of whether suggested, requested or paid for by the Customer or generated during Design Partner roadmap sessions; and
• all brand names, logos, trade marks and domain names associated with Sharnova and Sharnova Orbit.

11.2 Customer Data ownership. As between the parties, the Customer retains sole ownership of all right, title and interest in and to Customer Data, and grants the licence set out in clause 9.1.

11.3 Aggregated and de-identified data. The Customer agrees that Sharnova Labs may derive, extract and collect anonymised, de-identified and aggregated statistical metrics, usage trends and system performance benchmarks from the Customer's use of the Service ("Aggregated Data"). Sharnova Labs owns all rights in Aggregated Data and may use it to analyse, improve, optimise, build and market its products and services, provided that such data never identifies the Customer, its Authorised Users or any individual Data Principal.

11.4 No implied licences. Except for the limited access rights expressly granted in clause 3.2, no rights or licences are granted to the Customer by implication, estoppel or otherwise.

11.5 No re-identification. Sharnova Labs will apply de-identification to Aggregated Data by means designed to be irreversible, will not attempt to re-identify any individual or the Customer from Aggregated Data, and will not permit any third party to do so.

12. Feedback

12.1 If the Customer or its Authorised Users provide suggestions, ideas, enhancement requests or other feedback regarding the Service, whether during a Design Partner roadmap session or otherwise and whether before, during or after the Subscription Term ("Feedback"), the Customer assigns to Sharnova Labs, absolutely and with full title guarantee, all right, title and interest in and to that Feedback, including all Intellectual Property Rights in it, for the full term of those rights (including all renewals, revivals, reversions and extensions) and throughout the world, free of any obligation of royalty, attribution or restriction.

12.2 The assignment in clause 12.1 takes effect in respect of Feedback existing at the Effective Date on that date, and in respect of Feedback created afterwards immediately on its creation. The Customer shall procure that its Authorised Users waive any moral rights in Feedback to the extent permitted by law, and shall execute any further documents Sharnova Labs reasonably requires to give effect to this clause.

12.3 To the extent any assignment under clause 12.1 is or becomes ineffective for any reason, the Customer grants Sharnova Labs a perpetual, irrevocable, worldwide, royalty-free, fully paid-up and sublicensable licence to use, reproduce, modify, incorporate and exploit the Feedback in the Service and in Sharnova Labs' business, without restriction, attribution or obligation to the Customer.

13. Confidentiality

13.1 "Confidential Information" means non-public information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure, including the Service, non-public pricing, the commercial terms of any Order Form, and Customer Data.

13.2 The Receiving Party shall:

• protect the Confidential Information using at least the same degree of care it uses for its own confidential information of a similar nature, and no less than reasonable care;
• not disclose it to any third party except to its personnel, advisers or sub-processors who need to know it and are bound by confidentiality obligations no less protective than these; and
• use it only as necessary to exercise its rights or perform its obligations under these Terms.

13.3 Confidential Information does not include information that is or becomes public through no fault of the Receiving Party, was rightfully known to it without obligation of confidence, is independently developed by it without use of the Confidential Information, or is rightfully received from a third party without restriction.

13.4 The Receiving Party may disclose Confidential Information to the extent required by law or by a competent authority, provided that, where lawful and practicable, it gives the Disclosing Party reasonable prior notice and reasonable assistance in seeking protective treatment.

13.5 On termination or expiry, or on the Disclosing Party's written request, the Receiving Party shall return or destroy the Confidential Information, subject to legal retention requirements and to routine backup copies which remain subject to this clause. This clause 13 survives for three (3) years after termination, and indefinitely in respect of trade secrets.

14. Service Availability

14.1 Sharnova Labs will use commercially reasonable efforts to make the Service available, but the Service is provided on an "as-available" basis. The Customer acknowledges that access may be interrupted by planned maintenance, third-party infrastructure outages, or events beyond Sharnova Labs' reasonable control.

14.2 The parties have not agreed any service level or uptime commitment. Any such commitment will apply only if expressly set out in a separate written service level agreement signed by both parties.

15. Term, Renewal and Termination

15.1 These Terms take effect on the Effective Date and continue for as long as the Customer maintains an active subscription or Account.

15.2 Unless an Order Form states otherwise, each Subscription Term renews for successive periods equal to the then-current Subscription Term, unless either party gives written notice of non-renewal at least thirty (30) days before the end of the current Subscription Term.

15.3 Either party may terminate these Terms or an Order Form for material breach by the other party if the breach remains uncured thirty (30) days after written notice describing it. Sharnova Labs may terminate with immediate effect for: (a) non-payment that remains uncured for fifteen (15) days after notice; (b) breach of clause 10 (Acceptable Use) or clause 11 (Intellectual Property Rights); or (c) the Customer's insolvency, winding up, or inability to pay its debts as they fall due.

15.4 If the Customer terminates for Sharnova Labs' uncured material breach, Sharnova Labs will refund a pro-rata portion of any pre-paid, unused Fees for the terminated period. No refund is due on termination by Sharnova Labs for the Customer's breach.

16. Suspension

16.1 Sharnova Labs may suspend the Customer's access to the Service, in whole or in part, where: (a) required to prevent material harm to the Service, to other customers or to third parties, or to address a security risk; (b) the Customer's use breaches clause 10; or (c) Fees are overdue and remain unpaid after notice. Where practicable, Sharnova Labs will give prior notice, will limit the suspension to what is reasonably necessary, and will restore access promptly once the cause is resolved.

17. Effect of Termination

17.1 On expiry or termination: (a) the Customer's right to access and use the Service ceases; (b) all Fees accrued or payable up to the date of termination remain due; and (c) for thirty (30) days after termination the Customer may export Customer Data using available functionality, after which Sharnova Labs may delete Customer Data in the ordinary course, except where retention is required by law. On the Customer's written request made within that thirty (30) day period, Sharnova Labs will confirm deletion in writing.

18. Warranties and Disclaimer

18.1 Each party warrants that it has the authority to enter into these Terms and that doing so does not breach any obligation owed to a third party.

18.2 Except as expressly stated in these Terms, and to the maximum extent permitted by applicable law, the Service is provided "as-is" and "as-available", and Sharnova Labs disclaims all other warranties, conditions and terms, whether express, implied or statutory, including any implied warranties or conditions of merchantability, satisfactory quality, fitness for a particular purpose and non-infringement. Sharnova Labs does not warrant that the Service will be uninterrupted or error-free, or that its outputs — including capacity forecasts, utilisation metrics and allocation analytics — are accurate or fit for any particular decision. Such outputs are decision-support material and do not constitute legal, human resources or other professional advice.

19. Limitation of Liability

19.1 Subject to clause 19.4, neither party shall be liable to the other for any indirect, incidental, special, consequential or punitive damages, or for any loss of profits, revenue, goodwill, business, anticipated savings or data, arising out of or in connection with these Terms or the Service, even if advised of the possibility of such damages.

19.2 Subject to clauses 19.3 and 19.4, each party's total aggregate liability arising out of or in connection with these Terms and the Service shall not exceed the total Fees paid by the Customer to Sharnova Labs in the twelve (12) months immediately preceding the event giving rise to the liability.

19.3 Sharnova Labs' total aggregate liability under the indemnity in clause 20.2 shall not exceed one (1) time the Fees paid by the Customer in the twelve (12) months immediately preceding the claim.

19.4 The exclusions and caps in clauses 19.1 to 19.3 do not apply to:

• either party's fraud or wilful misconduct;
• either party's breach of clause 13 (Confidentiality);
• either party's infringement of the other party's Intellectual Property Rights;
• the Customer's indemnity under clause 20.1; or
• the Customer's obligation to pay Fees due under these Terms.

19.5 Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under applicable law.

20. Indemnification

20.1 Customer indemnity. The Customer shall indemnify and hold harmless Sharnova Labs from and against third-party claims, and reasonable damages, costs and expenses finally awarded or agreed in settlement, arising out of the Customer's breach of these Terms, its misuse of the Service, or Customer Data — including any claim that Customer Data infringes a third party's rights or was collected or processed without a valid legal basis under Data Protection Law.

20.2 Sharnova Labs IP indemnity. Sharnova Labs shall defend the Customer against any third-party claim that the Customer's authorised use of the Service infringes that third party's Intellectual Property Rights subsisting in India, and shall indemnify the Customer for damages, costs and expenses finally awarded or agreed in settlement. If the Service is, or in Sharnova Labs' opinion may become, subject to such a claim, Sharnova Labs may at its option and expense: (a) procure the right for the Customer to continue using the Service; (b) modify or replace the Service so that it is non-infringing; or (c) if neither of the foregoing is commercially reasonable, terminate the affected subscription and refund pre-paid, unused Fees.

20.3 Exclusions. Sharnova Labs' indemnity in clause 20.2 does not apply to claims arising from: (a) Customer Data; (b) use of the Service in breach of these Terms; (c) combination of the Service with products, data or services not provided by Sharnova Labs, where the claim arises from the combination; or (d) Beta Features.

20.4 Procedure. The indemnified party shall: (a) promptly notify the indemnifying party of the claim; (b) give the indemnifying party sole control of the defence and settlement, provided that any settlement imposing a non-financial obligation on the indemnified party requires its consent, not to be unreasonably withheld; and (c) provide reasonable cooperation at the indemnifying party's expense. This clause 20 states each party's sole liability and exclusive remedy for the claims it covers.

21. Force Majeure

21.1 Neither party is liable for any failure or delay in performance (other than the Customer's obligation to pay Fees) caused by events beyond its reasonable control, including acts of God, natural disaster, epidemic or pandemic, war, terrorism, civil unrest, strikes, governmental action, or failure of third-party infrastructure, internet or telecommunications. The affected party shall use reasonable efforts to mitigate the effect. If a force majeure event continues for more than sixty (60) days, either party may terminate the affected subscription on written notice.

22. Assignment

22.1 The Customer may not assign or transfer these Terms, in whole or in part, without Sharnova Labs' prior written consent. Sharnova Labs may assign these Terms to an affiliate or in connection with a merger, acquisition, corporate reorganisation or sale of all or substantially all of its assets. These Terms bind and benefit the parties and their permitted successors and assigns.

23. Changes to These Terms

23.1 Sharnova Labs may update these Terms from time to time. For changes that materially and adversely affect the Customer, Sharnova Labs will give at least thirty (30) days' notice via the Service or by email, and such changes will take effect from the start of the Customer's next Subscription Term.

23.2 If the Customer objects to a material adverse change, it may terminate the affected subscription before the change takes effect and receive a refund of any pre-paid, unused Fees for the terminated period. Changes that are non-material, or that are required for legal, regulatory or security reasons, take effect on notice. Continued use of the Service after changes take effect constitutes acceptance of the revised Terms.

24. Notices

24.1 Notices must be in writing. Notices to Sharnova Labs must be sent to contact@sharnovalabs.com and to its registered office address stated above. Notices to the Customer may be sent to the email address or contact associated with its Account or stated in the Order Form. Notices are deemed given when sent by email (absent a delivery-failure notification) or, if sent by post, on delivery.

25. Governing Law and Dispute Resolution

25.1 These Terms, and any dispute or claim arising out of or in connection with them (including non-contractual disputes), are governed by and construed in accordance with the laws of India.

25.2 The parties shall first attempt in good faith to resolve any dispute amicably through discussion between their authorised representatives. This clause does not prevent either party from seeking interim relief under clause 25.5 at any time.

25.3 Any dispute not resolved within thirty (30) days shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996. The arbitration shall be conducted by a sole arbitrator appointed by mutual agreement of the parties, failing which the arbitrator shall be appointed in accordance with that Act. The seat and venue of arbitration shall be Kolkata, India, and the language of the arbitration shall be English. The arbitral award shall be final and binding on the parties.

25.4 Subject to clause 25.3, the courts at Kolkata, India shall have exclusive jurisdiction over any matter arising out of or in connection with these Terms.

25.5 Nothing in this clause prevents either party from applying to a court of competent jurisdiction for interim or injunctive relief, including under section 9 of the Arbitration and Conciliation Act, 1996, and no such application constitutes a waiver of the agreement to arbitrate.

26. General

26.1 Entire agreement and precedence. These Terms, together with the Order Form, the Privacy Policy and the Cookie Policy, constitute the entire agreement between the parties regarding the Service and supersede all prior proposals, representations, statements and agreements on the subject, whether written or oral. Each party acknowledges that in entering into this agreement it has not relied on any statement, representation or assurance not expressly set out in it; nothing in this clause limits liability for fraudulent misrepresentation. In case of conflict, the order of precedence is: (a) the Order Form; (b) these Terms; (c) the Privacy Policy; and (d) the Cookie Policy.

26.2 Severability. If any provision of these Terms is held invalid or unenforceable, that provision shall be limited or severed to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

26.3 Waiver. No failure or delay by either party in exercising any right under these Terms is a waiver of that right. A waiver is effective only if given in writing.

26.4 Relationship. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship between them.

26.5 Survival. Clauses that by their nature should survive termination — including clauses 6 (in respect of accrued Fees), 9, 11, 12, 13, 17, 18, 19, 20, 24, 25, 26 and 28 — survive termination or expiry of these Terms.

27. Contact and Grievance Officer

27.1 Questions about these Terms may be directed to contact@sharnovalabs.com.

27.2 In accordance with the Information Technology Act, 2000 and the Digital Personal Data Protection Act, 2023 and the rules made thereunder, the Grievance Officer and contact point for data-principal requests is:

Grievance Officer: Munmun Banerjee
Sharnova Labs OPC Pvt. Ltd.
Email: contact@sharnovalabs.com
Registered Office: 512/3 Parnashree Pally, LP-140/22/3/1, Parnasree Pally, Kolkata – 700060, West Bengal, India

28. Stamp Duty

28.1 Any stamp duty payable on this agreement under the Indian Stamp Act, 1899 as applicable in the State of West Bengal, or under any corresponding State legislation, shall be borne by the Customer. The parties shall cooperate to ensure the agreement is duly stamped where required.

By accepting the Order Form to which these Terms are attached, or otherwise accessing or using the Service, the Customer acknowledges that it has read, understood and agrees to be bound by them.