Terms of Service

1. Introduction & Acceptance

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“Client,” “you,” or “your”) and Eveningside Labs(“Company,” “we,” “us,” or “our”), a software and artificial-intelligence services firm based in Ahmedabad, Gujarat, India.

By accessing or using our website at eveningsidelabs.com(the “Site”), or by engaging us for any services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity. If you do not agree to these Terms, you must discontinue use of the Site and not engage our services.

2. Description of Services

Eveningside Labs provides custom software development, artificial intelligence integration and automation, AI model fine-tuning, SaaS product development, AI bot development, web scraping solutions, and related consulting and advisory services (collectively, the “Services”). The specific scope, deliverables, timelines, and fees for any engagement are defined in a mutually executed Statement of Work (“SOW”).

The information presented on the Site, including service descriptions, case studies, pricing estimates, and blog content, is provided for general informational purposes and does not constitute a binding offer or guarantee of results.

3. Engagement Terms

All service engagements are governed by a signed SOW that supplements these Terms. Each SOW will specify, at a minimum:

• A detailed description of the scope of work, including deliverables and acceptance criteria.
• Project timeline, milestones, and estimated delivery dates.
• Total fees, payment schedule, and invoicing terms.
• Assumptions, dependencies, and any client-provided resources required for successful delivery.
• Change-order procedures for modifications to the original scope.

In the event of a conflict between these Terms and a specific SOW, the SOW shall prevail with respect to the subject matter of that engagement only.

4. Payment Terms

Unless otherwise specified in a SOW, the following default payment structure applies:

• 50% upfront deposit upon execution of the SOW, payable before work commences.
• 50% upon deliveryand Client acceptance of the final deliverables, payable within 14 calendar days of the acceptance date.

All fees are quoted in the currency specified in the SOW (typically USD or INR) and are exclusive of applicable taxes, duties, or levies, which shall be the Client’s responsibility unless prohibited by law. Late payments shall accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower), calculated from the due date until the date of actual payment.

We reserve the right to suspend work on any engagement for which payment is overdue by more than 15 calendar days, without liability for resulting delays.

5. Intellectual Property Ownership

Upon receipt of full and final payment for the applicable SOW, 100% of all intellectual property rights in the custom deliverables created specifically for the Client under that SOW shall vest in and be assigned to the Client, including all copyrights, patents (where applicable), trade secrets, and other proprietary rights.

Exceptions to Client Ownership:

• Pre-existing IP.Any tools, frameworks, libraries, methodologies, or code that we developed prior to or independently of the engagement (“Pre-existing IP”) remain our exclusive property. Where Pre-existing IP is incorporated into deliverables, we grant the Client a perpetual, non-exclusive, royalty-free, worldwide licence to use such Pre-existing IP solely as part of the delivered solution.
• Third-party components. Open-source software and third-party libraries included in deliverables remain subject to their respective licences. We will disclose all such components in the project documentation.
• General knowledge. We retain the right to use general skills, knowledge, experience, ideas, concepts, and techniques acquired during the engagement in future work for ourselves or other clients.

Until full payment is received, all deliverables remain our property, and the Client is granted a limited, revocable licence to use them solely for internal evaluation.

6. Confidentiality

Each party (“Receiving Party”) agrees to hold in strict confidence all non-public information disclosed by the other party (“Disclosing Party”) that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure (“Confidential Information”).

Confidential Information shall not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already known to the Receiving Party without restriction prior to disclosure; (c) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (d) is rightfully obtained from a third party without restriction.

Confidentiality obligations shall survive the termination or expiration of any SOW for a period of three (3) years, unless the Confidential Information constitutes a trade secret, in which case obligations shall continue for as long as the information qualifies as a trade secret under applicable law.

7. Limitation of Liability

To the maximum extent permitted by applicable law:

• Cap on liability. Our total aggregate liability arising out of or relating to any SOW or these Terms, whether in contract, tort (including negligence), strict liability, or otherwise, shall not exceed the total fees actually paid by the Client under the specific SOW giving rise to the claim during the twelve (12) months preceding the event that gave rise to the claim.
• Exclusion of consequential damages. In no event shall either party be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, business opportunities, or goodwill, even if the party has been advised of the possibility of such damages.

Nothing in these Terms shall exclude or limit liability for fraud, wilful misconduct, death or personal injury caused by negligence, or any other liability that cannot be excluded or limited under applicable law.

8. Warranty

We warrant that all deliverables will conform to the specifications set out in the applicable SOW for a period of thirty (30) daysfrom the date of Client acceptance (the “Warranty Period”). For engagements exceeding $25,000 USD (or equivalent), the Warranty Period shall extend to ninety (90) days unless otherwise agreed in writing.

During the Warranty Period, we will correct any reproducible defects that materially deviate from the agreed specifications at no additional charge, provided the Client reports such defects in writing with sufficient detail to allow reproduction.

This warranty does not cover defects caused by: (a) modifications made by the Client or any third party without our prior written consent; (b) use of the deliverables outside their intended environment or in breach of documentation; (c) third-party software, hardware, or infrastructure failures; or (d) force majeure events.

Except as expressly stated herein, all services and deliverables are provided “as is”, and we disclaim all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

9. Dispute Resolution & Governing Law

These Terms, and any dispute arising out of or in connection with them or any SOW, shall be governed by and construed in accordance with the laws of India, without regard to conflict-of-law principles.

Informal Resolution. Before initiating formal proceedings, the parties agree to attempt in good faith to resolve any dispute through direct negotiation for a period of not less than thirty (30) days from the date of written notice of the dispute.

Arbitration. If the dispute cannot be resolved through negotiation, it shall be referred to and finally resolved by binding arbitration administered under the Arbitration and Conciliation Act, 1996 (as amended). The seat of arbitration shall be Ahmedabad, Gujarat, India. The arbitration shall be conducted by a sole arbitrator mutually agreed upon by the parties, or failing agreement within fifteen (15) days, appointed in accordance with the Act. The language of arbitration shall be English. The arbitrator’s award shall be final and binding and may be entered as a judgement in any court of competent jurisdiction.

Injunctive Relief. Nothing in this clause shall prevent either party from seeking interim or injunctive relief from the courts of Ahmedabad, Gujarat, India, to prevent irreparable harm pending the outcome of arbitration.

10. Termination

Termination for Convenience.Either party may terminate a SOW by providing thirty (30) days’ prior written notice. In such event, the Client shall pay for all work satisfactorily completed up to the effective date of termination, and any unused portion of the upfront deposit (less costs incurred) shall be refunded within thirty (30) days.

Termination for Cause. Either party may terminate a SOW immediately upon written notice if: (a) the other party commits a material breach of these Terms or the SOW and fails to cure such breach within fifteen (15) days of receiving written notice; (b) the other party becomes insolvent, files for bankruptcy, or has a receiver appointed over its assets; or (c) continued performance becomes impossible or impractical due to force majeure for a period exceeding sixty (60) consecutive days.

Effect of Termination. Termination shall not affect accrued rights or obligations. Sections relating to Intellectual Property, Confidentiality, Limitation of Liability, and Dispute Resolution shall survive termination.

11. Force Majeure

Neither party shall be liable for any failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including but not limited to: natural disasters, pandemics, epidemics, war, terrorism, civil unrest, government actions or sanctions, power outages, internet or telecommunications failures, cyberattacks, or labour disputes. The affected party shall promptly notify the other party in writing, specify the nature and expected duration of the event, and use commercially reasonable efforts to mitigate the impact. If a force majeure event persists for more than sixty (60) consecutive days, either party may terminate the affected SOW without liability (other than payment for work already completed).

12. General Provisions

• Entire Agreement. These Terms, together with the applicable SOW and any referenced policies (Privacy Policy, Cookie Policy, Acceptable Use Policy), constitute the entire agreement between the parties and supersede all prior negotiations, representations, or agreements.
• Severability. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
• Waiver. No waiver of any right under these Terms shall be effective unless in writing. A single or partial exercise of any right shall not preclude further exercise of that right.
• Assignment. The Client may not assign these Terms or any SOW without our prior written consent. We may assign our rights and obligations to an affiliate or successor entity upon notice to the Client.
• Notices. All formal notices under these Terms shall be in writing and sent to the email addresses specified in the applicable SOW, or to legal@eveningsidelabs.com for notices to the Company.