Terms of Service

These Terms of Service (“Terms”) govern the relationship between TelSource Software Labs Pvt. Ltd. (“TelSource Labs”, “we”, “us”, or “our”) and any individual or entity (“Client”, “you”, or “your”) that engages our services or visits our website at telsourcelabs.com.

By submitting a project inquiry, executing a proposal, or entering into a Statement of Work with TelSource Labs, you 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.

These Terms should be read alongside any specific proposal, Statement of Work (“SOW”), or Master Services Agreement (“MSA”) executed between you and TelSource Labs. In the event of a conflict, the executed SOW or MSA takes precedence.

TelSource Labs provides technology services to businesses and organisations, including but not limited to:

• Custom software development — design and engineering of web applications, mobile applications, APIs, and backend systems.
• AI integration — integration of large language models, machine learning pipelines, AI-assisted workflows, and intelligent automation into existing or new software products.
• Software modernisation — migration, re-architecture, and upgrade of legacy systems and codebases.
• Technical consulting — advisory services on architecture, technology selection, engineering process, and delivery strategy.

The specific scope of services for any engagement is defined in a written proposal or SOW agreed to by both parties. TelSource Labs reserves the right to decline any project at its sole discretion.

Our typical engagement process works as follows:

1. Inquiry — you submit a project inquiry through our website or directly by email, describing what you need.
2. Discovery call — we schedule a short call to understand your requirements, timelines, and constraints.
3. Proposal — we provide a written, fixed-price proposal with a defined scope, deliverables, timeline, and payment schedule. The proposal is valid for 14 days from the date of issue unless otherwise stated.
4. Agreement — you review and accept the proposal by email confirmation or by executing an SOW or MSA. Work begins only after acceptance and receipt of any required upfront payment.
5. Delivery — we execute the agreed scope in defined milestones, with regular progress updates and handoffs.

Any changes to the agreed scope must be mutually agreed in writing before work on the change commences. Out-of-scope work will be quoted separately and may affect the timeline.

TelSource Labs works on a fixed-price, milestone-based payment model. The specific payment schedule is outlined in each proposal or SOW. Unless otherwise agreed in writing:

• Upfront payment — a portion of the total project fee (typically 30–50%) is due upon acceptance of the proposal and before work commences.
• Milestone payments — remaining amounts are invoiced upon completion of defined project milestones, as specified in the SOW.
• Payment due date — all invoices are due within 14 days of the invoice date, unless a different term is specified in the SOW.
• Late payments — invoices not paid within 30 days of the due date may incur interest at 1.5% per month on the outstanding balance. TelSource Labs reserves the right to pause or suspend work on any project with overdue invoices.
• Currency — invoices are issued in the currency agreed at the time of the proposal (USD, AED, or INR). Bank transfer charges or currency conversion costs are the responsibility of the Client.

All fees are exclusive of applicable taxes. Clients in India are subject to GST as required by law. International clients are responsible for any withholding tax obligations in their jurisdiction.

We believe clients should own what they pay for. Our IP policy reflects that.

Client Ownership of Deliverables

Upon receipt of full and final payment for a project or milestone, TelSource Labs assigns to the Client all right, title, and interest in the custom deliverables created specifically for that engagement, including source code, designs, documentation, and any other work product specifically developed under the SOW.

TelSource Labs Background IP

TelSource Labs retains ownership of all pre-existing intellectual property, tools, frameworks, libraries, methodologies, and general know-how developed prior to or independently of the engagement (“Background IP”). To the extent Background IP is incorporated into deliverables, TelSource Labs grants the Client a perpetual, non-exclusive, royalty-free licence to use that Background IP as part of the delivered work.

Open Source Components

Some deliverables may incorporate open-source software components. Such components remain subject to their respective open-source licences. TelSource Labs will identify any material open-source dependencies in the project documentation.

Portfolio and Reference Rights

Unless the Client requests otherwise in writing, TelSource Labs reserves the right to reference the existence of the engagement and the general nature of work done (without disclosing proprietary details) for marketing and portfolio purposes.

Both parties acknowledge that in the course of an engagement, they may receive access to confidential information belonging to the other party, including but not limited to business plans, technical specifications, proprietary processes, customer data, financial information, and trade secrets (“Confidential Information”).

Each party agrees to:

• Hold the other party’s Confidential Information in strict confidence and not disclose it to any third party without prior written consent.
• Use the other party’s Confidential Information only for the purposes of performing or receiving the services under the engagement.
• Limit internal access to Confidential Information to those team members who need it to perform their duties.

These obligations do not apply to information that (a) was already publicly known, (b) becomes publicly known through no fault of the receiving party, (c) was independently developed without reference to the Confidential Information, or (d) is required to be disclosed by law or a court order, provided the disclosing party gives prompt written notice where permitted.

Confidentiality obligations survive the termination of any engagement for a period of three (3) years. For engagements involving particularly sensitive data, a separate Non-Disclosure Agreement (“NDA”) may be executed prior to the start of work.

Successful project delivery is a collaborative effort. The Client agrees to:

• Provide timely, accurate, and complete information, requirements, and feedback as reasonably requested by TelSource Labs.
• Designate a point of contact with authority to make decisions and approve deliverables on behalf of the Client.
• Review and provide feedback on deliverables within the timeframes specified in the SOW. Delays caused by the Client’s failure to respond may affect project timelines, for which TelSource Labs is not responsible.
• Ensure that any materials, content, or third-party software provided to TelSource Labs for use in the project do not infringe on any third-party rights.

Our Warranty

TelSource Labs warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. For a period of 30 days following final delivery of any project milestone, TelSource Labs will, at no additional charge, correct any defects or non-conformances with the agreed specifications that are reported in writing by the Client.

Disclaimer

Except as expressly stated above, all services and deliverables are provided “as is” without warranty of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. TelSource Labs does not warrant that any software will be error-free or uninterrupted, or that it will meet the Client’s requirements beyond the agreed specifications.

To the maximum extent permitted by applicable law, TelSource Labs shall not be liable for any indirect, incidental, special, consequential, or punitive damages — including loss of profits, loss of data, loss of goodwill, business interruption, or any other commercial losses — arising out of or in connection with these Terms or any engagement, even if TelSource Labs has been advised of the possibility of such damages.

TelSource Labs’s total cumulative liability to the Client in connection with any engagement shall not exceed the total fees paid by the Client to TelSource Labs for the specific project giving rise to the claim in the twelve (12) months preceding the event that caused the liability.

Nothing in these Terms limits either party’s liability for fraud, wilful misconduct, gross negligence, or any other liability that cannot be limited by applicable law.

Either party may terminate an engagement by providing written notice to the other party. The following conditions apply:

• Termination by the Client — if the Client terminates a project after work has commenced, the Client is responsible for payment of all work completed up to the termination date, calculated on a pro-rata or milestone basis as agreed in the SOW. Any upfront payment already made is non-refundable for work already performed.
• Termination by TelSource Labs — TelSource Labs may terminate an engagement with 14 days written notice if the Client materially breaches these Terms or the SOW and fails to cure the breach within that period. In such a case, the Client is entitled to a refund for any prepaid amounts covering work not yet delivered.
• Immediate termination — either party may terminate immediately if the other party becomes insolvent, enters into bankruptcy proceedings, or is dissolved.

Upon termination, TelSource Labs will deliver to the Client all completed or partially completed work product, provided all outstanding invoices have been paid.

Governing Law

These Terms and any engagements between the parties are governed by and construed in accordance with the laws of India, without regard to its conflict-of-law principles.

Dispute Resolution

In the event of any dispute, the parties agree to first attempt to resolve the matter through good-faith negotiation for a period of 30 days from the date one party notifies the other in writing of the dispute.

If the dispute is not resolved through negotiation, it shall be submitted to binding arbitration in accordance with the Arbitration and Conciliation Act, 1996 (India), with the seat of arbitration being Pune, Maharashtra, India. The arbitration shall be conducted in English, and the arbitral award shall be final and binding.

US and Middle East Clients

For Clients based in the United States or the Middle East, TelSource Labs acknowledges that certain local consumer protection or commercial laws may apply. We are committed to resolving any issues fairly and in good faith regardless of jurisdiction. Clients may raise concerns at any time by contacting us at hello@telsourcelabs.com.

• Entire agreement — these Terms, together with any applicable proposal, SOW, or MSA, constitute the entire agreement between the parties with respect to its subject matter and supersede all prior discussions, representations, and agreements.
• Amendments — TelSource Labs may update these Terms from time to time. Changes will be posted on our website with an updated effective date. Your continued engagement with TelSource Labs after such changes constitutes acceptance of the revised Terms. For active engagements, the Terms in effect at the time the SOW was executed shall govern unless both parties agree otherwise in writing.
• Severability — if any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.
• Waiver — failure by either party to enforce any provision of these Terms shall not constitute a waiver of that party’s right to enforce it in the future.
• Assignment — the Client may not assign these Terms or any rights or obligations hereunder without TelSource Labs’s prior written consent. TelSource Labs may assign these Terms to a successor in connection with a merger, acquisition, or sale of assets.
• Independent contractors — the parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, employment, or franchise relationship between TelSource Labs and the Client.
• Force majeure — neither party shall be liable for failures or delays in performance caused by circumstances beyond their reasonable control, including natural disasters, acts of government, internet or infrastructure outages, or pandemics, provided the affected party notifies the other promptly.
• Notices — all formal notices under these Terms shall be given in writing by email to the contact addresses agreed between the parties. Notices to TelSource Labs should be sent to hello@telsourcelabs.com.

For any questions about these Terms, or to discuss a specific engagement situation, please get in touch:

We are a small, senior team and we take our client relationships seriously. If something is unclear or you have a concern, just reach out — we would rather talk than litigate.