Terms &Conditions.

1. Definitions

“Melman Labs”, “we”, “us” refers to the software engineering and consultancy practice operating under that name. “Client”, “you” refers to the entity engaging our services. “Services” means the work described in a signed scope document. “Deliverables” means the code, infrastructure configuration, documentation, and other materials produced under an engagement.

“Scope Document” means the written statement of work identifying deliverables, price, milestones, and delivery dates, agreed by both parties before work begins. Where these terms and a Scope Document conflict, the Scope Document governs for that engagement.

2. Scope of work

We perform only the work described in the Scope Document. Anything not expressly listed is out of scope, including work a reasonable reading might imply.

Engagements fall into four models — Launch, Scale, Partner, and Consultancy — as described on our website. Website pricing is indicative; the Scope Document sets the binding price.

We may decline work we consider technically unsound, unsafe for your users, or outside our competence. Where we decline, we say so in writing with our reasoning.

3. Fees and payment

Project fees are split across milestones set out in the Scope Document, typically an initial payment on signature, one or more at agreed checkpoints, and the balance on handover.

Retainer fees are billed monthly in advance. Consultancy work is billed hourly against a logged record of time, provided with each invoice.

Invoices are payable within 14 days of issue. Overdue amounts accrue interest at 1.5% per month or the maximum permitted by law, whichever is lower.

We may suspend work on any engagement with invoices more than 30 days overdue, on 7 days written notice. Suspension does not extend delivery dates.

Quoted prices exclude applicable taxes, which are added at the prevailing rate. Third-party costs — cloud hosting, domains, licences, app store fees — are yours and are billed at cost where we incur them on your behalf.

4. Change requests

Minor adjustments that do not materially affect cost or timeline are absorbed at our discretion and at no charge.

Changes that materially affect either are documented as a written change request setting out the revised scope, price, and delivery date. Work on a change begins only once you have approved it in writing.

We will not perform additional work and invoice for it afterwards without prior written approval.

5. Client responsibilities

You agree to provide, in reasonable time: access to systems, repositories, and cloud accounts required for the work; a single named point of contact authorised to make decisions; timely feedback at review checkpoints; and any content, credentials, or third-party approvals the work depends on.

Delivery dates assume this cooperation. Where delay is attributable to you, delivery dates extend by the period of delay, and we may re-quote if the delay materially disrupts our scheduling.

6. Delivery and acceptance

Deliverables are submitted for review at each milestone. You have 10 working days to accept or provide written notice of defects against the Scope Document.

Where no notice is given within that period, the milestone is deemed accepted. Where defects are notified, we correct them at no charge and resubmit, restarting the review period for the corrected work only.

Acceptance is limited to conformity with the Scope Document. It does not mean the deliverable is free of all defects.

7. Support and defects

Each engagement includes a support window — one month for Launch, three months for Scale, ongoing for Partner retainers — commencing on final acceptance.

During the window we correct, at no charge, defects in the deliverables that cause them to fail to perform as described in the Scope Document.

The window does not cover: new features or changed requirements; faults caused by modifications made by you or a third party; failures of third-party services; or issues arising from your infrastructure or usage outside documented parameters. Work of that kind is quoted separately.

8. Intellectual property

On receipt of final payment for an engagement, all intellectual property rights in the deliverables produced under it transfer to you absolutely. This includes source code, infrastructure configuration, and documentation.

We retain ownership of pre-existing tools, libraries, and general methodologies used in performing the work. Where such material is incorporated into a deliverable, you receive a perpetual, irrevocable, worldwide, royalty-free licence to use, modify, and distribute it as part of that deliverable.

Open-source components remain under their respective licences. We identify these in the handover documentation.

Unless you object in writing, we may describe the engagement in general terms — your name, the nature of the work, and the technologies involved — for portfolio purposes. We do not disclose confidential details, metrics, or source code.

9. Third-party services

Deliverables may depend on third-party services including cloud providers, payment processors, authentication providers, and app store platforms.

We do not control these services and are not liable for their availability, pricing changes, policy changes, or discontinuation. Where a third-party change requires rework, that rework is new scope.

You are responsible for maintaining your own accounts, subscriptions, and compliance with the terms of any third-party service used in your systems.

10. Confidentiality

Each party may receive information the other treats as confidential. Each agrees to protect the other’s confidential information with at least the care it applies to its own, and not to disclose it to any third party except to personnel who need it to perform the engagement.

This obligation does not apply to information that is publicly available through no breach of these terms, was already lawfully known to the receiving party, is independently developed without reference to the disclosed information, or must be disclosed by law.

Confidentiality survives termination for three years.

11. Data protection

Where we process personal data on your behalf, we do so only on your documented instructions and only to the extent necessary to perform the Services.

We apply appropriate technical and organisational measures to protect that data, including access control, encryption in transit, and the principle of least privilege in all systems we configure.

We do not transfer personal data outside agreed jurisdictions without your written instruction. On termination, we delete or return personal data in our possession as you direct, except where retention is required by law.

You remain the controller of personal data in your systems and are responsible for the lawful basis of its collection and use.

12. Warranties

We warrant that the Services will be performed with reasonable skill and care, in accordance with the practices described in our published standards, and that deliverables will conform materially to the Scope Document at the point of acceptance.

We do not warrant that software will be free from all defects, that it will operate uninterrupted, or that it will be compatible with future versions of third-party services.

Except as expressly stated, all warranties, conditions, and terms implied by statute or common law are excluded to the fullest extent permitted.

13. Limitation of liability

Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be limited.

Subject to that, our total aggregate liability arising out of or in connection with an engagement, whether in contract, tort, or otherwise, is limited to the total fees paid by you under that engagement in the 12 months preceding the event giving rise to the claim.

Neither party is liable for indirect or consequential loss, loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity, or loss or corruption of data, in each case whether direct or indirect, however arising.

You are responsible for maintaining backups of your data and systems. We are not liable for data loss where an adequate backup regime was not in place.

14. Termination

Either party may terminate an engagement on 30 days written notice.

Either party may terminate immediately where the other commits a material breach and fails to remedy it within 14 days of written notice, or becomes insolvent or subject to insolvency proceedings.

On termination you pay for all work completed and all work in progress up to the termination date, together with any non-cancellable third-party commitments made on your behalf.

On payment of those amounts, we hand over all deliverables produced to that point in a usable state, together with such documentation as exists, and transfer any accounts or infrastructure we hold on your behalf.

15. Governing law

These terms are governed by the laws of India. The courts of Uttar Pradesh have exclusive jurisdiction over any dispute arising out of or in connection with them.

Before commencing proceedings, both parties agree to attempt resolution in good faith through direct discussion for a period of 30 days from written notice of the dispute.

If any provision of these terms is found unenforceable, it is severed and the remainder continues in full force.

16. Changes to these terms

We may revise these terms from time to time. The version in force for an engagement is the version current on the date its Scope Document was signed, and that version continues to govern that engagement regardless of later revisions.

Revisions are published on this page with an updated effective date and version number. For active retainer clients, we give 30 days written notice of any material change.

Questions about these terms

If anything here is unclear, or you need a variation for your organisation, tell us before signing. We would rather adjust the terms than argue about them later.

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