2.1 These T&C are incorporated by reference into the Invoice by the URL/version shown on the Invoice.

2.2 The Buyer accepts these T&C by: (a) accepting delivery/performance; or (b) making any payment; or (c) not objecting in writing within 7 (seven) days of receipt of the Invoice.

2.3 The Buyer acknowledges that these T&C include Arbitration (Clause 16) and Collections & Agency (Clause 7A), and that the Supplier may engage PayAssured to act on its behalf as provided herein.

3.1 The invoice records the specific Goods/Services, quantities, rates and taxes.

3.2 Where a signed Master Services Agreement (MSA) or Purchase Order (PO) exists, those documents govern to the extent of inconsistency.

3.3 If no MSA/PO exists, these T&C govern.

3.4 Change requests must be agreed in writing (email sufficient under Clause 18).

3.5 Precedence: Signed MSA → Signed PO/SoW → these T&C → Invoice notes. For avoidance of doubt, the parties agree that engagement of PayAssured under Clause 7A does not, by itself, conflict with an MSA/PO unless expressly prohibited therein.

4.1 Prices are exclusive of GST and other statutory levies unless expressly stated.

4.2 GST is charged as per law. The Invoice includes mandatory particulars under Rule 46 of CGST Rules.

4.3 If the supply is subject to e‑invoicing, authenticity is by IRN/QR; a physical signature is not required.

5.1 Delivery/performance timelines are indicative unless expressly guaranteed in writing.

5.2 For Goods: risk passes on delivery; title passes on receipt of full and final payment.

5.3 For Services: Suppliers will exercise reasonable skill and care consistent with industry standards.

6.1 Deliverables are deemed accepted unless Buyer raises substantiated objections within 7 days of delivery/performance or Invoice date, whichever is earlier.

6.2 Failing timely objection, the supply is deemed accepted.

7.1 Unless stated otherwise, payment is due Net 15 (fifteen) days from the Invoice date.

7.2 Delay attracts interest at 18% p.a. (or the maximum lawful rate) from due date until realization.

7.3 Suppliers may suspend further supply for non‑payment and recover reasonable collection/legal costs.

7.4 Buyer shall not unilaterally set‑off or withhold amounts except as mandated by law.

7A.1 The Supplier has engaged PayAssured as its exclusive Invoice Debt Management Partner for this Invoice.

7A.2 Upon (i) non‑payment beyond the due date, or (ii) a dispute raised by the Buyer, the Supplier may delegate to PayAssured the authority to: (a) issue demands and notices; (b) reconcile accounts; (c) negotiate and document settlements or payment plans up to 12 months unless otherwise stated; and (d) conduct arbitration and related court proceedings on behalf of the Supplier pursuant to an authorization/power of attorney.

7A.3 Once the Buyer is notified (email sufficient) that PayAssured is acting, the Buyer shall route all communications related to recovery, settlement, and dispute resolution through PayAssured. Communications to PayAssured shall be deemed notice to the Supplier under Clause 18.

7A.4 The Buyer shall not refuse, delay, or condition performance solely on the ground that PayAssured acts as the Supplier's authorized representative/agent. The Buyer agrees not to contest PayAssured's capacity where it acts under a written authorization/power of attorney.

7A.5 Payments shall be made to the Supplier or to any replacement pay‑in account notified by the Supplier/PayAssured in writing. Such account change is valid upon written notice from a verifiable Supplier/PayAssured email domain.

7A.6 Nothing in this clause affects the Buyer's statutory rights; it only designates the channel and representative for escalations and enforcement.

9.1 Goods carry manufacturer warranty, if any; Services are provided with reasonable skill and care.

9.2 Except as stated, all other warranties (express/implied) are disclaimed to the fullest extent permitted by law.

10.1 Supplier's aggregate liability for any claim arising from the supply shall not exceed the fees actually paid by Buyer for the specific invoice giving rise to the claim.

10.2 Neither party is liable for indirect, special, punitive or consequential losses (including loss of profit, revenue, goodwill), except for wilful misconduct or sums due as a debt.

12.1 Non‑public commercial information exchanged is confidential for 3 years from disclosure.

12.2 Each party will process personal data (if any) in compliance with applicable Indian law.

12.3 The Buyer consents to the Supplier sharing relevant invoice/dispute data with PayAssured and its empanelled counsel for reconciliation, recovery, and legal proceedings.

13.1 Buyer shall maintain basic records evidencing receipt/acceptance of Goods/Services and permit the Supplier, or PayAssured on its behalf, upon reasonable notice, to verify outstanding dues related to the invoice (by copies, not on‑site, unless required by law).

13.2 This clause is solely to facilitate reconciliation and recovery; it does not grant access to sensitive business data unrelated to the supply.

16.1 Any dispute arising out of or in connection with the Invoice or these T&C shall be referred to arbitration under the Arbitration and Conciliation Act, 1996.

16.2 Seat & Venue: Bengaluru, Karnataka, India.

16.3 Tribunal: Sole arbitrator mutually appointed within 14 days; failing which, appointment under Section 11 by the competent court.

16.4 Language: English.

16.5 Interim relief under Section 9 and enforcement of award through competent courts are preserved.

16.6 Representation: The parties agree that PayAssured and/or its empanelled advocates may represent the Supplier in arbitration and related court proceedings pursuant to an authorization/power of attorney; the Buyer shall not object to such representation on the ground of privity.

18.1 Notices may be served by email to the addresses stated on the Invoice or last notified in writing; emails are deemed received on the next business day. A copy shall be sent to PayAssured at [email protected] for matters under Clause 7A; service on PayAssured constitutes valid service on the Supplier for recovery/arbitration communications.

18.2 Electronic records/signatures are recognised under the Information Technology Act, 2000. E‑invoices authenticated with IRN/QR do not require physical signature.

20.1 Either party may assign this Invoice to an affiliate, to PayAssured, or to a financier as part of receivables financing with notice. Sub‑contracting of non‑core work is permitted; Supplier remains responsible.

20.2 Upon receipt of an assignment notice, the Buyer shall acknowledge and make further payments to the designated account without withholding, and such assignment shall not affect the Buyer's substantive defences.

21.1 Severability: If any provision is invalid, the remainder remains effective.

21.2 No Waiver: Failure to enforce is not a waiver.

21.3 Entire Agreement: For the specific supply, these T&C (read with any signed MSA/PO) constitute the entire agreement regarding their subject matter.

21.4 Survival: Clauses 6–7, 7A, 9–10, 12–18, 20–21 survive expiry/termination.

21.5 Third‑Party Rights (PayAssured): Solely to give effect to Clause 7A, PayAssured is an intended third‑party beneficiary with the right to rely on and enforce the Buyer's obligations to route communications and to not object to its authorized representation, without prejudice to the Supplier's primary rights.

A1. Short invoice footer (copy‑paste):

A2. Email 'click‑accept' snippet:

A3. Versioning note (put on your T&C page):

"This document is version 2025.08.2. Previous versions are archived and available upon request."

A4. Optional MSME line (if applicable):

"Supplier is registered as a Micro/Small Enterprise under the MSMED Act. Statutory interest under the MSMED Act, 2006 may apply in lieu of contractual interest."