Terms of Service.

Parties & acceptance

These Terms are entered into between Larissa InfoTech Pvt. Ltd. (CIN: U58200MH2024PTC421780), having its registered office at 302, Techno Park, Andheri East, Mumbai – 400069, Maharashtra, India (“Larissa InfoTech”, “we”), and the client identified in the relevant Statement of Work or engagement email (“Client”, “you”).

By accessing the website or signing an SOW, you agree to be bound by these Terms. If you are accepting on behalf of an organisation, you represent that you are authorised to do so.

Scope of services

The website at larissainfotech.com describes our practice areas in general terms. It is a marketing presentation, not a binding offer. Services are scoped, priced, and delivered under a separate Statement of Work (SOW) executed between the parties.

Where the SOW conflicts with these Terms, the SOW prevails for that engagement.

Engagement model

Our standard rhythm runs in five phases: Discover, Architect, Build, Ship, Scale. The SOW will set out:

• The deliverables and acceptance criteria for each phase.
• Named team members and their committed time.
• Fees, schedule, and payment milestones.
• Client responsibilities (access, decisions, data, infrastructure).
• Change-control process for scope changes.

We operate remote-first from our registered office in Mumbai. The team works asynchronously with clients across India, the EU, the UK, and the rest of the world; on-site travel is undertaken only when the SOW provides for it. We are not your employees; we operate as an independent contractor under Indian law.

Payment terms

Engagements run in three phases — Discovery, Build & Ship, and Scale. Unless the SOW provides otherwise, each phase is invoiced as set out below. The principle of acceptance-gated invoicing applies throughout: we invoice only after the relevant deliverable has been accepted in writing by the Client.

Discovery (fixed price)

A one- to two-week immersion producing a written specification, an architecture document and a go / no-go recommendation. Invoiced 100% on signing of the Discovery SOW, fixed-price.

Build & Ship (milestone-based)

The default invoicing schedule for Build is:

• 25% on Build kick-off (Architect phase start).
• 25% on Client written acceptance of the architecture document.
• 30% on Client written acceptance of the staging deliverable.
• 20% on Client written acceptance of the production launch.

The split may be tailored per engagement in the SOW, but the principle of acceptance-gated invoicing always applies. Each milestone has written acceptance criteria recorded in the SOW.

Scale (optional · recurring)

Post-launch retainer or time-and-materials engagement as elected in the SOW. Invoiced monthly in advance for retainers, or monthly in arrears for T&M against a quarterly cap. Thirty (30) days written notice for termination by either party.

General payment terms

• Payment terms. Net 14 days from invoice date.
• Accepted rails. NEFT / RTGS / IMPS, international SWIFT wires, UPI for domestic clients, and cryptocurrency (BTC, ETH, USDT on TRC20 / ERC20). See the Billing page for current details.
• Late payment. Invoices unpaid 30 days past due accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower. We may suspend work after 15 days of overdue invoices on written notice. Repeated non-payment is grounds for termination for cause.
• Currency. Indian clients are invoiced in INR. EU / UK clients are typically invoiced in EUR or GBP; rest-of-world in USD. The SOW specifies the currency for that engagement.

Taxes & invoicing

All fees are exclusive of taxes. The Client bears all applicable taxes, duties and levies, except taxes on Larissa InfoTech's net income.

• India. 18% GST applies on invoices to Indian clients, charged in addition to fees.
• TDS (India). For Indian clients, Tax Deducted at Source under Section 194J of the Income Tax Act applies on professional fees at the rate prescribed by law. We accept TDS deductions; please share Form 16A within the statutory window so the credit can be applied against our annual filing.
• EU B2B. Invoices are issued under the reverse-charge mechanism (your VAT number is required on the SOW).
• Withholding tax (rest of world). If your jurisdiction requires withholding, you agree to provide a tax-residency certificate so we can apply double-taxation relief under the relevant DTAA where available.

Intellectual property

Deliverables

On full payment of all invoices for an engagement, we assign to you all right, title and interest in the deliverables specifically created for you under that SOW (the "Project IP"), excluding the Background IP defined below.

Background IP & reusable tooling

We retain ownership of all Background IP — our pre-existing tools, libraries, design systems, internal frameworks, code generators and methodologies. Where Background IP is incorporated into a deliverable, we grant you a perpetual, worldwide, royalty-free, non-exclusive licence to use it as part of that deliverable.

Open-source

Deliverables may incorporate open-source software under permissive or copyleft licences (MIT, Apache 2.0, BSD, etc.). We will document the OSS components and their licences. You are responsible for ongoing compliance with those licences.

Showcase rights

Unless your SOW prohibits it, we may name you as a client and display redacted screenshots in our portfolio. We will always respect any NDA and request approval before publishing case-study content.

Confidentiality & NDA

Each party agrees to keep the other's Confidential Information confidential for a period of 5 years after disclosure (and indefinitely for trade secrets), using at least the same degree of care it uses for its own confidential information, and never less than a reasonable degree of care.

Confidential Information excludes information that is or becomes public through no fault of the receiver, was already known to the receiver, is independently developed without reference to the disclosure, or is required to be disclosed by law.

We are happy to sign a separate, more bespoke NDA on request.

Warranties & disclaimers

We warrant that our services will be performed in a professional and workmanlike manner, by personnel with the skills represented in the SOW. We will re-perform any service that fails to meet this warranty if notified within 30 days of the relevant deliverable.

Except for the express warranty above, services and deliverables are provided "as is". We disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law.

Limitation of liability

Neither party is liable for indirect, incidental, consequential, special, exemplary, or punitive damages, including loss of profits, revenue, data, goodwill, or business opportunity, even if advised of the possibility.

The cap does not apply to: (i) breach of confidentiality, (ii) IP infringement indemnities, (iii) gross negligence or wilful misconduct, or (iv) liability that cannot be limited under applicable law.

Termination & handover

Discovery termination. The Client may elect not to continue from Discovery into Build by giving written notice within seven (7) days of Discovery deliverable handover. In that event the Discovery refund set out in the Payment terms section applies; no further fees are due, and the Client retains the Discovery deliverables under the non-exclusive licence described there.

For convenience (Build phase). Either party may terminate a Build engagement for any reason on 30 days written notice. The Client pays for services performed up to the termination date plus a kill-fee equal to the next milestone's allocated fee or 15% of the remaining Build contract value, whichever is lower. Discovery is never subject to a kill-fee.

For cause. Either party may terminate immediately for a material breach not cured within fifteen (15) business days of written notice, or upon the other party's insolvency / liquidation. A failure to remedy a defect within the cure period defined in the Payment terms section is treated as a material breach for the purposes of this clause.

Handover. On termination, we will transfer all completed deliverables, source code, credentials and documentation to you in a structured handover. We will reasonably cooperate with a successor vendor at our standard rates.

Force majeure

Neither party is liable for delay or failure to perform due to causes beyond its reasonable control — including natural disasters, war, terrorism, civil unrest, pandemic, government action, cyber-attack on third-party infrastructure, or sustained internet/utility outage. The affected party will notify the other promptly and use reasonable efforts to mitigate.

Governing law & disputes

These Terms are governed by the laws of India, without regard to conflict-of-law principles. For data-protection matters relating to EU residents, the GDPR applies in addition.

Disputes shall be resolved by binding arbitration under the Arbitration and Conciliation Act, 1996, conducted by a sole arbitrator mutually appointed, seated in Mumbai, India, in the English language. Either party may seek interim relief from a court of competent jurisdiction. The courts at Mumbai, Maharashtra have exclusive jurisdiction for non-arbitrable matters.

General

• Entire agreement. The signed SOW + these Terms + any DPA constitute the entire agreement and supersede prior discussions.
• Severability. If any clause is held unenforceable, the rest remain in effect.
• No waiver. Failure to enforce a right is not a waiver of that right.
• Assignment. Neither party may assign without the other's written consent, except in a merger / acquisition / reorganisation.
• Notices. Sent to the email address recorded on the SOW. Hard-copy notices to the registered office.
• Amendments. Material changes to these Terms apply prospectively. We post updates on this page.