Terms of Scope

These Terms of Scope apply to business services supplied by Novatra Industries LLP ("Novatra") to the organization identified in an accepted proposal or statement of work (the "Customer"). They are intended for business customers, not consumer purchases.

A website enquiry, demonstration or price display is informational and is not an offer. A contract begins only when both parties approve a written proposal or statement of work and any required payment is received.

The contract consists of the signed or otherwise accepted proposal or statement of work, these terms, and any referenced data-processing or support terms. If they conflict, the statement of work controls for project-specific commercial and technical matters, followed by any signed data-processing agreement, then these terms.

Only listed deliverables, layouts, fields, systems, document volumes, support allowances and acceptance tests are included. Marketing examples and synthetic demonstrations do not establish production performance.

• Provide lawful access, representative samples, accurate requirements and timely decisions.
• Confirm that it is authorized to provide all submitted data and instructions.
• Name reviewers with authority to resolve exceptions and accept deliverables.
• Maintain backups and independently review draft outputs before commercial approval or downstream import.
• Do not send confidential files through the public enquiry form.

Fees, currency, taxes, payment method and delivery slot are stated in the written scope. Unless that scope says otherwise, fixed-scope sprint fees are payable upfront after scope approval. Work begins after payment and receipt of the agreed dependencies.

Customer-caused delay, unavailable access or late feedback may move the delivery schedule. Undisputed overdue amounts may pause work after reasonable notice.

Requests outside the written scope require a change note or new proposal covering effect on fees and timing. Unless expressly included, the following are excluded: additional document layouts, unlimited processing or revisions, inferred pricing or substitutions, unattended commercial approval, production ERP writes, third-party licence fees and substantial integration changes.

Managed services include only the processing, monitoring, support hours and permitted adjustments stated in the monthly agreement.

Acceptance is measured only against the written checklist and representative test set. The Customer must report a reproducible failure within the acceptance period stated in the scope.

For the fixed-scope implementation sprint, Novatra has two business days after a valid failure report to correct the deliverable. If the agreed acceptance criteria still are not met after that correction period, Novatra will refund the implementation fee paid for that sprint. The guarantee does not apply to changed requirements, unsupported inputs, unavailable dependencies, misuse, third-party failures or subjective preferences outside the written criteria.

The refund described above is the remedy for failure of the sprint acceptance test; it does not limit rights that cannot lawfully be limited.

Each party retains ownership of material, software, methods, data and intellectual property it owned or developed independently before the engagement. The Customer retains its documents, data and trademarks.

After full payment, the Customer receives the ownership or licence expressly stated in the scope for bespoke deliverables. Novatra retains its reusable know-how, general methods, libraries and tools, while granting any licence needed for the Customer to use the paid deliverable as agreed. Open-source and third-party materials remain subject to their own licences.

Each party will protect non-public information received from the other, use it only for the engagement, and disclose it only to people who need it and are bound to protect it. This does not cover information already lawfully known, independently developed, public without breach, or lawfully received from another source.

Novatra handles project data under the applicable written scope, our Data Handling SOP, and any signed data-processing terms. Legally compelled disclosure is permitted, with notice where law allows.

Novatra will perform services with reasonable skill and care and will address acceptance failures as stated above. Automation outputs remain review-ready drafts unless the scope expressly says otherwise.

To the extent permitted by law, Novatra does not warrant uninterrupted operation, universal accuracy, compatibility with unlisted formats, or results dependent on Customer data, third-party systems or services outside Novatra’s control. No party may rely on an oral promise that is absent from the written scope.

Neither party is liable for indirect, incidental, special or consequential loss, or loss of profit, revenue, opportunity or data, arising from the engagement, to the extent permitted by law.

Each party’s total aggregate liability arising from a statement of work will not exceed the fees paid or payable to Novatra under that statement of work during the 12 months preceding the event. This cap does not apply where liability cannot lawfully be limited, or to fraud, wilful misconduct, breach of confidentiality, infringement of the other party’s intellectual property, or the Customer’s payment obligations.

Either party may terminate for a material breach not corrected within 10 business days after written notice, or immediately for insolvency or unlawful use. Novatra may suspend affected work where access or processing creates a credible security, legal or non-payment risk.

On termination, the Customer pays for completed work and committed non-cancellable costs, and each party returns or deletes protected information as required by the contract. Terms intended to survive—including payment, confidentiality, intellectual property, liability and dispute provisions—remain effective.

Neither party is responsible for delay caused by events beyond reasonable control, provided it gives notice and reasonably mitigates the effect. Neither party may assign the contract without consent, except as part of a genuine merger, reorganization or sale of substantially all relevant assets.

Notices must be sent to the contacts in the scope; notices to Novatra may be sent to support@novatraindustries.com. If a provision is unenforceable, the remainder continues. A delay in enforcing a right is not a waiver. The contract is the entire agreement for its subject matter.

The parties should first attempt in good faith to resolve a dispute through authorized business representatives.

The contract is governed by the laws of India. Subject to applicable mandatory law, the courts with jurisdiction in Thane, Maharashtra, India have exclusive jurisdiction over disputes arising from it.