1.1 Service Period

This Agreement is effective from the date of signing and continues for SIX (6) MONTHS ("Initial Term"). The Initial Term may be extended by mutual written agreement with revised terms.

1.2 Partnership Model

Tech Arion will provide hands-on AI transformation services through a hybrid partnership model combining strategic consultation, pain point automation and project delivery.

2.1 Core Services

Tech Arion shall provide:

2.2 Monthly Deliverables – Two Track Model

EACH MONTH, Client receives EITHER:

Track selection by mutual agreement based on Client priorities each month.

3.1 Monthly Retainer

Total for 6 Months: ₹8,49,600.00 (Eight Lakh Forty-Nine Thousand Six Hundred Only)

3.2 Payment Schedule – Advance Payment

All payments must be made IN ADVANCE before the respective service period begins.

3.3 Banking Details

Account name:

TECH ARION PVT LTD

Bank:

ICICI Bank

Account number:

004005500989

IFSC code:

ICIC0000040

Branch:

Madhapur, Hyderabad

3.4 Non-Refundable Policy

All fees are 100% NON-REFUNDABLE once the service period begins.

• No refunds for early termination by Client
• No refunds for unused services or deliverables
• No pro-rata refunds under any circumstances
• Termination by Client does not entitle Client to any refund

4.1 Mandatory Requirements

Client MUST provide:

4.2 Client Delays

If Client causes delays through:

• Delayed feedback or approvals (more than 5 business days)
• Unavailability of information / access
• Repeated rescheduling of sessions
• Failure to provide required materials

5.1 Tech Arion Warranties

Tech Arion warrants:

• Services performed with professional care
• Team members are qualified and experienced
• Deliverables will substantially conform to agreed specifications
• No intentional infringement of third-party IP rights

PERIOD: 30 days from delivery for each deliverable.

5.2 Critical Disclaimers

Tech Arion does NOT warrant or guarantee:

• Specific business results, outcomes or ROI
• Revenue increases or cost savings
• Performance of third-party services or APIs
• Compatibility with future Client system changes
• Uninterrupted or error-free operation
• Meeting Client's unstated expectations
• Success of Client's business implementation

SERVICES PROVIDED "AS IS" AFTER THE 30-DAY WARRANTY PERIOD.

6.1 Maximum Liability Cap

Tech Arion's total liability for ALL claims shall not exceed:

• The fees actually paid by Client for the specific deliverable in question
• OR ₹1,41,600 (one month's fee), whichever is lower

This cap applies to ALL claims combined, regardless of legal theory.

6.2 Excluded Damages

Tech Arion shall have ZERO liability for:

• Indirect, incidental or consequential damages
• Loss of profits, revenue or business opportunities
• Loss of data, goodwill or reputation
• Cost of substitute services
• Business interruption or downtime
• Damages exceeding the liability cap
• Claims arising from Client's use of deliverables
• Third-party claims related to Client's business

Both parties agree to:

• Keep confidential all information marked or reasonably understood as confidential
• Use confidential information only for this Agreement
• Not disclose to third parties without written consent
• Protect with the same care as own confidential information

Obligations survive for 2 years after Agreement termination.

8.1 Termination by Tech Arion

Tech Arion may terminate immediately if:

• Client fails to make payment within 7 days of the due date
• Client commits material breach (no cure after 10 days notice)
• Client fails to provide required cooperation / access
• Client engages in abusive or unprofessional conduct
• Client repeatedly cancels or reschedules sessions
• Conflict of interest arises

8.2 Termination by Client

Client may terminate with 15 days written notice:

• Client forfeits ALL advance payments (100% non-refundable)
• No refunds for any reason
• Client must pay all outstanding amounts
• Client receives only fully completed deliverables
• Work-in-progress not delivered (Client forfeits)

All disputes subject to the EXCLUSIVE jurisdiction of courts in Hyderabad, Telangana, India.

This Agreement is governed by the laws of India.

10.1 Entire Agreement

This Agreement constitutes the entire agreement and supersedes all prior discussions, emails and understandings.

10.2 Amendments

Amendments must be in writing and signed by both parties. Email agreements do not constitute amendments.

10.3 Independent Contractor

Tech Arion is an independent contractor. No partnership, employment or agency relationship exists.

10.4 Force Majeure

Neither party is liable for delays due to events beyond reasonable control. If force majeure exceeds 30 days, either party may terminate (pro-rata refund for undelivered work).

10.5 Survival

Payment obligations, IP rights, confidentiality, warranties, limitations of liability and dispute resolution survive termination.

10.6 GST Compliance

All amounts are subject to applicable GST. Proper GST invoices are issued. Changes in GST rates are passed to Client.