TERMS AND CONDITIONS OF ENGAGEMENT

Phyto Evolution Private Limited, Chennai, Tamil Nadu, India
DOC-PE-TC-001 | Version 1.0

1. Scope of Services

Services are limited to what appears in the signed consultancy agreement. Phyto Evolution Private Limited ("the Firm") operates as a technical specialist only, and not as a project manager, executor, or procurement agent. Unless specifically contracted, the Firm's scope excludes: equipment procurement, civil construction, vendor selection and management, and regulatory approvals.

2. Intellectual Property

All protocols, formulations, SOPs, and technical materials remain the exclusive property of the Firm. Clients receive a limited, non-transferable, non-sublicensable licence restricted to internal use with certified inputs supplied by or approved by the Firm.

• Replication, modification, commercialisation, or transfer to third parties is strictly prohibited.
• Use of substitute inputs voids the validity of SOPs and releases the Firm from responsibility for outcomes.
• Clients may not file patent or IP claims based on information shared by the Firm.

3. Payments and Invoicing

• All fees exclude GST, which is added separately as applicable.
• Invoices are payable within 7 days of issue.
• Late payment attracts interest at 18% per annum.
• The Firm may suspend services for non-payment without incurring liability.
• Site visit expenses are billed separately at cost plus daily fees, payable within 7 days.
• Advance payments are non-refundable once work on the relevant phase has commenced.

4. Limitation of Liability

The Firm's total liability under any engagement is capped at fees paid during the preceding three months. The Firm expressly excludes liability for indirect or consequential damages, including but not limited to: lost profits, production losses, revenue impacts, plant survival rates, contamination arising from facility conditions, and outcomes dependent on client compliance with SOPs.

5. No Guarantee of Commercial Outcome

Tissue culture involves inherent biological variability. The Firm does not guarantee specific plant survival rates, contamination-free operation, production targets, or any particular commercial outcome. First-year contamination events are a normal feature of new TC lab commissioning. Commercial scale typically requires 12–24 months from initiation.

6. Client Obligations

• Provide accurate and complete information relevant to the project.
• Ensure staff compliance with training programmes and SOPs.
• Not share technical documents, protocols, or formulations with third parties.
• Grant the Firm reasonable facility access for scheduled audits and on-site work.

7. Confidentiality

All information exchanged is subject to the separately executed Non-Disclosure Agreement, the terms of which are incorporated herein. Clients may not disclose technical advice, protocols, or formulations received from the Firm to any third party.

8. Software Licence — Lab Management Platform

Where the Firm provides access to its lab management software, the following applies:

• The licence is limited, non-exclusive, non-transferable, and for internal use only.
• The software, source code, and underlying architecture remain the Firm's exclusive property.
• Clients may not reverse-engineer, modify, copy, redistribute, or resell the platform.
• All updates are mandatory and pushed by the Firm.
• Integration with third-party systems requires separate written agreement.
• The Firm endeavours to maintain uptime; refunds are not provided unless downtime exceeds 72 consecutive hours in a calendar month.
• Licence fees are due in advance; non-payment results in immediate suspension.

9. Supply Agreement

Chemical and hormone supplies are governed by a separate supply agreement. The Firm makes no warranty that inputs will perform identically across different water sources or environmental conditions; performance is contingent on compliance with supplied instructions.

10. Force Majeure

Neither party is liable for delays or failures caused by events beyond reasonable control, including natural disasters, government actions, or pandemics, provided prompt written notice is given.

11. Termination

• Either party may terminate with 30 days' written notice. The client remains liable for completed work and expenses to date.
• The Firm may terminate immediately for material breach, non-payment beyond 14 days, or IP misappropriation.
• Upon termination, fully paid deliverables vest in the client; unpaid deliverables remain with the Firm.
• Clauses on IP, liability, confidentiality, and governing law survive termination.

12. Governing Law and Dispute Resolution

These Terms are governed by the laws of India. Disputes are subject to a 30-day good-faith negotiation period, followed by binding arbitration under the Arbitration and Conciliation Act, 1996, with a sole arbitrator seated in Chennai, Tamil Nadu, proceedings conducted in English.

13. Amendments

Modifications to these Terms require written, signed addenda. Oral representations or agreements are not binding.

14. Entire Agreement

The Consultancy Agreement, these Terms, the Non-Disclosure Agreement, and any Service Orders constitute the entire agreement between the parties and supersede all prior understandings.

CONFIDENTIAL — Phyto Evolution Private Limited, Chennai | DOC-PE-TC-001 | Version 1.0