Effective Date: 19 June 2025
Company: Seedling Labs Private Limited (“Seedling Labs”, “we”, “us”, “our”)
Registered Address: 764/E, HSR Layout, 19th Main, 22nd Cross, Sector 2, Bengaluru, Karnataka, India – 560102
CIN: U62013KA2025PTC204372
Website: www.seedlinglabs.com
Contact: info@seedlinglabs.com

These Terms & Conditions (the “Terms”) govern (A) use of our website and content, and (B) provision of our professional services. By accessing our website or by signing/accepting a proposal, statement of work, order form, or email confirmation (each an “SOW”), you agree to these Terms.

A) Website Terms of Use

1. Eligibility & Acceptance

By using the site, you confirm you are at least 18 years old and capable of forming a binding contract. If you do not agree, do not use the site.

2. Site Content & License

We grant you a limited, revocable, non-transferable license to access and view the site for personal or internal business purposes. All content on the site—including text, graphics, logos, photos, videos, case studies, templates, code, and trademarks—is owned by Seedling Labs or its licensors and protected by law. No content may be copied, modified, distributed, or used commercially without our prior written consent.

3. Acceptable Use

You agree not to:

• interfere with or attempt to probe/scan/test the vulnerability of the site or related systems;

• upload or transmit malware, spam, or illegal content;

• use automated means to access the site except for bona fide search engine indexing;

• misrepresent your identity or affiliation;

• violate any applicable laws.
  
  

4. Third-Party Links & Tools

The site may link to third-party websites or use third-party tools. We are not responsible for their content, policies, or practices.

5. Privacy & Cookies

Use of the site is subject to our Privacy Policy and Cookie practices. By using the site, you consent to processing as described there.

6. Disclaimers (Website)

The site and content are provided “as is” and “as available.” We do not warrant that the site will be uninterrupted, error-free, or free of harmful components.

B) Master Services Terms (for clients)

7. Engagement & SOWs

Services, deliverables, scope, commercials, milestones, dependencies, and timelines will be defined in one or more SOWs referencing these Terms. If there is a conflict, the SOW prevails over these Terms.

8. Client Responsibilities

Client will: (i) designate a point of contact with decision authority; (ii) provide timely inputs, content, approvals, and access; (iii) ensure all materials supplied are accurate, lawful, and do not infringe third-party rights; (iv) meet payment obligations. Delays in inputs/approvals extend timelines.

9. Fees, Expenses & Taxes

• Fees are as stated in the SOW (fixed, milestone, time & materials, or retainer).

• Payment terms: unless stated otherwise, 50% on kickoff, 40% on major milestone, 10% on final delivery; invoices due within 7 days. Late amounts may accrue 1.5% per month (or maximum legal rate), and we may suspend work for non-payment.

• Expenses pre-approved by Client (e.g., travel, stock assets, paid plugins, fonts, licenses, data, ad credits) will be invoiced at cost.

• Taxes (GST/withholding/withholding certificates) are Client’s responsibility except taxes on our income.
  
  

10. Change Requests

Out-of-scope requests, added features, or material revisions after approval are subject to a written change order and may affect fees and timelines.

11. Intellectual Property

11.1 Pre-existing IP & Tools. Seedling Labs retains all rights in its pre-existing materials, frameworks, know-how, code libraries, design systems, and tools. We grant Client a non-exclusive license to use such components only as embedded in the Deliverables.

11.2 Project Deliverables. Upon full and final payment, and unless the SOW says otherwise:

• Client receives ownership of final brand assets (logo files provided for use), approved artwork, final design files exported for delivery, final website UI assets, and final documentation created specifically for Client.

• Source files (e.g., working files in Figma, After Effects, Blender, code repositories) are not included unless specified in the SOW.

• Seedling Labs may retain a non-exclusive, non-revocable right to showcase the project for portfolio, case studies, and marketing (see Clause 18), unless a mutual NDA restricts publicity.
  
  
  

11.3 Third-Party & Open-Source Materials. Licenses for stock images, fonts, plugins, code, datasets, or SaaS are governed by their respective terms; Client must obtain/maintain required licenses if assigned to Client’s ownership or continued use.

12. Delivery, Acceptance & Revisions

Deliverables are deemed accepted upon (i) Client’s written approval; or (ii) 7 days after delivery without written rejection describing material non-conformity to the SOW. Revisions included are as specified in the SOW; additional revisions are chargeable.

13. Hosting & Deployment

Unless explicitly included in the SOW, hosting, domain, DNS, email, and cloud accounts are Client’s responsibility. We can assist with deployment/migrations as a billed service.

14. Warranties

We warrant that services will be performed with reasonable skill and care by competent personnel. Except as expressly stated, we disclaim all other warranties, including implied warranties of merchantability, fitness, and non-infringement. We do not warrant specific commercial outcomes (e.g., traffic, conversions, revenue, rankings).

15. Indemnities

• By Client. Client will indemnify and hold Seedling Labs harmless from claims, damages, and costs arising from (a) Client Materials (content, data, trademarks, instructions), (b) Client’s misuse of Deliverables, or (c) Client’s breach of these Terms.

• By Seedling Labs. We will defend and indemnify Client against third-party claims alleging that our original Deliverables (excluding Client Materials or third-party materials) infringe IP rights, provided Client promptly notifies us and allows us control of the defense. Our obligations do not apply to modifications not made by us or combinations with items not supplied by us.
  
  
  

16. Limitation of Liability

To the maximum extent permitted by law: (a) neither party is liable for any indirect, consequential, incidental, special, exemplary, or punitive damages; (b) each party’s total aggregate liability arising out of or related to an SOW or these Terms is limited to the fees actually paid by Client to Seedling Labs under the applicable SOW in the twelve (12) months preceding the event giving rise to liability. Nothing limits liability for death/personal injury caused by negligence, fraud, or matters that cannot be limited by law.

17. Confidentiality & Data Protection

Each party will protect the other’s non-public information with at least reasonable care and use it only to perform obligations under the SOW. Handling of personal data is governed by our Privacy Policy and applicable law (including India’s DPDP Act, 2023). If needed, parties may sign a Mutual NDA and/or Data Processing Addendum.

18. Publicity & Portfolio Rights

We may reference Client’s name, logo, and non-confidential project details in our portfolio, credentials, and marketing (site, social, awards, talks), unless the SOW or a written NDA expressly prohibits this. We will honor reasonable embargo requests for stealth launches.

19. Non-Solicitation (Optional)

For 12 months after an SOW, Client will not directly solicit for employment any Seedling Labs employee who materially worked on the engagement (general public recruitment excluded). If you prefer to omit this, tell us and we’ll remove it.

20. Subcontracting

We may use vetted subcontractors/affiliates (designers, developers, illustrators, writers, QA) and remain responsible for their work.

21. Suspension & Termination

Either party may terminate an SOW for material breach not cured within 15 days of written notice. We may suspend services for non-payment after notice. On termination: (i) Client pays all fees/expenses due up to termination; (ii) licenses to unpaid deliverables cease; (iii) each party returns or deletes the other’s Confidential Information on request, except as required by law or archival needs.

22. Force Majeure

Neither party is liable for delays or failure to perform due to events beyond reasonable control (including natural disasters, epidemic/pandemic, government actions, strikes, outages, cyber incidents not caused by a party’s willful misconduct). Timelines will be extended accordingly.

23. Compliance

Parties will comply with applicable laws (anti-corruption, sanctions/export controls, IP, advertising, consumer protection, accessibility guidelines where applicable).

24. Dispute Resolution, Governing Law & Jurisdiction

These Terms and any SOW are governed by the laws of India.
Option A – Courts: Parties submit to the exclusive jurisdiction of the courts at Bengaluru, Karnataka.
Option B – Arbitration (choose if preferred): Any dispute will be finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, seat and venue Bengaluru, language English, by a sole arbitrator mutually appointed (or appointed per the Act if parties cannot agree). Interim relief may be sought from competent courts.

(Pick A or B; if you don’t specify, A applies by default.)

C) General Provisions

25. Entire Agreement

These Terms together with an SOW constitute the entire agreement and supersede prior discussions regarding the subject matter.

26. Amendments & Waivers

Changes must be in writing and signed/acknowledged by both parties (email is acceptable). Failure to enforce a provision is not a waiver.

27. Assignment

Neither party may assign an SOW without the other’s consent, except Seedling Labs may assign to an affiliate or in connection with a merger/sale, with notice.

28. Severability

If any provision is held invalid, the remainder will remain in effect, and the invalid provision will be replaced by an enforceable one closest to the original intent.

29. Notices

Legal notices must be sent to the addresses below (and deemed received on business days when delivered by email with confirmation or by courier):

• Seedling Labs: legal@seedlinglabs.com; Attn: Legal, 764/E, HSR Layout, 19th Main, 22nd Cross, Sector 2, Bengaluru, Karnataka, India – 560102

• Client: the email/postal address specified in the SOW.
  
  
  

30. Survival

Clauses relating to fees, IP, confidentiality, publicity, warranties, indemnities, limitation of liability, governing law, dispute resolution, and survival will continue after termination.

Contact

Seedling Labs Private Limited
764/E, HSR Layout, 19th Main, 22nd Cross, Sector 2, Bengaluru, Karnataka, India – 560102
Email: info@seedlinglabs.com | Website: www.seedlinglabs.com