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Standard Terms and Conditions for Sales, Licence and Service

Attacktic Labs — version 2.1, w.e.f. April 1, 2026

These General Terms and Conditions ("Terms") govern the supply of goods, software and services by the Attacktic Labs entity named in the Order Documents ("Supplier", "we", "us") to the customer named in those documents ("Customer", "you").


1. Definitions and Interpretation

  1. 1.1 "Goods" means instruments, apparatus, spare parts, consumables and any other tangible items we supply.
  2. 1.2 "Software" means any program, firmware, application or embedded code we licence to you, together with its accompanying documentation.
  3. 1.3 "Services" means installation, commissioning, calibration, qualification, maintenance, repair, training, support and any other work we perform for you.
  4. 1.4 "Order Documents" means our quotation, order acknowledgement, service agreement, statement of work, invoice or any other document by which we describe the Goods, Software or Services to be supplied and the commercial terms applying to them.
  5. 1.5 "Deliverables" means the Goods, Software and Services collectively.
  6. 1.6 Headings are for convenience only. References to writing include email. "Including" means "including without limitation". Where a period is expressed in days, calendar days are meant unless stated otherwise.

2. Formation of the Contract

  1. 2.1 The contract between us consists of these Terms, the Order Documents, and any additional written terms we issue for your order. Together these are the "Contract".
  2. 2.2 Where Software is supplied with its own end user licence agreement ("EULA"), that EULA governs the Software. If the EULA and these Terms disagree about the Software, the EULA prevails to the extent of the disagreement.
  3. 2.3 Where the Order Documents and these Terms disagree, the Order Documents prevail.
  4. 2.4 We are not bound by any purchase order terms, vendor portal conditions, delivery notes, site access forms, or other documents you put in front of our personnel, whether or not signed by them. Nothing in such documents varies the Contract.
  5. 2.5 Variations to the Contract take effect only when recorded in writing and signed or confirmed by an authorised representative of each party.
  6. 2.6 By accepting delivery of Goods, installing or using Software, or allowing us to begin Services, you accept these Terms in full.

3. Quotations, Prices and Product Data

  1. 3.1 Unless a quotation states otherwise, it lapses 30 days after its date. We may withdraw or revise a quotation at any time before you accept it.
  2. 3.2 Quotations for configured, customised or engineered-to-order Deliverables are prepared on the basis of the information and assumptions available to us at the time, including information you supply. If that information proves inaccurate or incomplete, or if the underlying circumstances change, we may revise the quotation accordingly.
  3. 3.3 Price lists, catalogues, websites and marketing material are invitations to treat, not offers, and may be amended at any time without notice.
  4. 3.4 We may change the specification of Goods or Software where the change does not materially reduce performance, except where we have agreed a specification with you in writing.
  5. 3.5 Figures for mass, dimensions, throughput, capacity, tolerance, repeatability, uptime, payback period and similar characteristics are indicative and given for guidance. They are not warranties or guaranteed performance criteria unless expressly identified as such in the Order Documents.
  6. 3.6 Prices are exclusive of taxes, levies, freight, packaging, insurance, customs duties, inspection and permit fees, site preparation, installation and commissioning, unless the Order Documents say otherwise.
  7. 3.7 We are free to accept or decline any order. Acceptance occurs when we issue a written order confirmation or, if earlier, when we begin performance.

4. Confidentiality of Commercial Information

  1. 4.1 Quotations, discounts, specifications, technical data, configuration details and any non-public information we give you are our confidential information. You may not disclose them to third parties without our prior written consent, except to your professional advisers under equivalent duties of confidence or where disclosure is required by law.
  2. 4.2 This obligation continues for three years after the relevant information is supplied, and indefinitely for anything constituting a trade secret.

5. Taxes and Duties

  1. 5.1 Where we are required by law to collect any tax, duty or levy from you, it will be shown on the invoice and paid by you, unless you have given us a valid exemption certificate before invoicing.
  2. 5.2 If an exemption certificate is subsequently found to be invalid or is disallowed, you will reimburse us the tax, together with any interest or penalty assessed against us.

6. Invoicing and Payment

  1. 6.1 Payment terms are those stated in the Order Documents. Where none are stated, payment falls due 30 days after the invoice date, in the currency of the invoice, without deduction.
  2. 6.2 Where Services are provided under a periodic agreement, we invoice in advance for each period unless agreed otherwise.
  3. 6.3 You may not withhold, deduct or set off any amount against sums owed to us on account of a disputed claim, counterclaim or alleged defect.
  4. 6.4 Overdue sums bear interest at [the statutory rate / X% per annum above the base rate of Canara Bank] from the due date until payment, and you will reimburse our reasonable costs of recovery.
  5. 6.5 If any invoice remains unpaid after its due date, we may suspend further deliveries and Services, withhold support credentials or licence keys, and require security or advance payment before resuming.

7. Delivery, Risk and Title 

  1. 7.1 The delivery term is stated in the Order Documents. Where none is stated, delivery is Ex Works (Incoterms® 2020) our named facility.
  2. 7.2 Delivery dates, lead times and service scheduling dates are estimates given in good faith. They become binding only where we have expressly agreed a fixed date in writing. We will apply commercially reasonable efforts to meet estimated dates.
  3. 7.3 All dates are conditional on our receiving from you, in good time, all drawings, approvals, site access, utilities, permits and other information or cooperation we need.
  4. 7.4 We may deliver in instalments and invoice each instalment separately. A defect in one instalment does not entitle you to reject the remainder.
  5. 7.5 If delivery is delayed by an act or omission on your part, risk passes to you on the date we notify readiness for despatch. We may then store the Deliverables at your risk and expense, invoice the balance of the price, and charge for storage, handling and insurance.
  6. 7.6 Claims for shortage, loss or transit damage must be notified to us in writing within [7] days of delivery. You must retain the outer packaging, pallets and packing materials intact until we have had the opportunity to inspect them. We accept no responsibility for such claims where this is not done.
  7. 7.7 Title to Goods passes to you only when we have received payment in full of all sums then owing under the Contract.

8. Security Interest 

  1. 8.1 You grant us a purchase money security interest in the Goods and in the licensed Software, to secure payment of the price and all related amounts.
  2. 8.2 You will sign the documents and provide the information we reasonably require to register, perfect, maintain and protect that interest, and you will not contest its validity.
  3. 8.3 We may exercise the rights and remedies available to a secured party at law or in equity only if you are in default of your payment obligations.

9. Returns 

  1. 9.1 Goods and Software that have been engineered, configured, modified or customised for you are not returnable, except where a valid warranty claim exists and repair or replacement is not practicable.
  2. 9.2 Standard, unused, undamaged catalogue Goods in original packaging may be returned only where you have requested and received a return authorisation from us in advance and have followed the return instructions we issue.
  3. 9.3 We will not accept the return of Goods that have been installed, used, altered, damaged, or stored in conditions outside those specified in the documentation.
  4. 9.4 We may apply a restocking charge to any authorised return, other than a return arising from our despatch error or a valid warranty claim.

10. Changes and Cancellation

  1. 10.1 You may request a change to the scope, specification or schedule of an order. A change takes effect only when we have accepted it in writing, and we may adjust the price, lead time and other terms to reflect it.
  2. 10.2 Where we have already performed work or procured materials in anticipation of your order, and your requested change renders that work or those materials redundant, you remain liable for their cost.
  3. 10.3 Subject to our written consent, you may cancel an order before despatch of the Goods or Software, or before the commencement date of a Services agreement.
  4. 10.4 We may cancel an order, suspend performance, or require payment in advance where you enter insolvency proceedings, make an assignment for the benefit of creditors, cease to trade, or where we have reasonable grounds to doubt your ability or willingness to perform.
  5. 10.5 On any cancellation by you, you will pay us for work performed, materials and services procured, engineering effort expended, and non-cancellable commitments made to our suppliers and subcontractors before we received your notice, together with our customary margin on that work. The minimum charge on cancellation is [15]% of the order value.
  6. 10.6 Where you cancel outside the circumstances permitted by clause 10.3, the full order value falls due.

11. Software Licence

  1. 11.1 Where no EULA applies, we grant you a non-exclusive, non-transferable, non-sublicensable licence to use the Software for your own internal business purposes, on the equipment and for the number of users or installations identified in the Order Documents, for as long as you comply with the Contract.
  2. 11.2 You may not copy the Software except for a single backup copy, nor reverse engineer, decompile, disassemble or otherwise attempt to derive its source code, except to the extent that applicable law expressly permits this notwithstanding a contractual prohibition.
  3. 11.3 You may not rent, lease, resell, host for third parties, or use the Software to provide a bureau or service-bureau offering.
  4. 11.4 You will not remove or obscure any proprietary notice, and will reproduce all such notices on any permitted copy.
  5. 11.5 We may audit your use of the Software on reasonable notice, no more than once in any twelve-month period, and you will provide reasonable cooperation.

12. Warranties

  1. 12.1 Scope. Except where we issue a separate written warranty, the warranties in this clause 12 are the only warranties we give. To the fullest extent permitted by law we exclude all other warranties, conditions and terms, whether express, implied or statutory, including any implied warranty of merchantability, satisfactory quality, or fitness for a particular purpose. The remedies in this clause are your sole and exclusive remedies for breach of warranty.
  2. 12.2 Goods. We warrant that Goods used normally will be free from defects in materials and workmanship for the earlier of twelve months from original installation or first use, or eighteen months from despatch. Spare and replacement parts are warranted for ninety days from delivery. Where a defect is reported within the warranty period, we will, at our election, repair the Goods, supply replacement parts and labour, replace the Goods, or refund the price. Travel within 80 kilometres of our nearest service location or authorised service partner is included in a valid warranty claim.
  3. 12.3 Software. Where properly installed in accordance with the stated system requirements and specifications, we warrant that Software we have developed will perform substantially the functions described in its documentation, or where no documentation exists, as agreed in writing. We do not warrant uninterrupted or error-free operation, the behaviour of third-party systems or interfaces, or that the Software is immune to intrusion, malware or attack. Embedded operating software carries the same warranty period as the Goods it is supplied with; other Software carries a ninety-day warranty from delivery. The warranty covers defect correction only and confers no right to new functionality. Software developed, amended or customised specifically for you carries no warranty unless separately agreed in writing.
  4. 12.4 Services. We warrant that Services will be performed with reasonable skill and care, in a workmanlike manner and in accordance with recognised industry practice. Where a non-conformity is identified within thirty days of completion and notified to us promptly in writing, we will re-perform the affected work or provide the direction or consultation needed to correct it.
  5. 12.5 Exclusions. The warranties do not extend to:
  6.     (a) consumables, wear parts, perishables, accessories and normal wear and tear;
  7.   (b) defects arising from accident, misuse, abuse, neglect, improper storage, unsuitable environmental or operating conditions, or failure to maintain the Deliverables as documented;
  8.     (c) work carried out by personnel we have not authorised, or the incorporation of parts, software or interfaces we have not approved;
  9.     (d) defects attributable to data, interfaces or systems supplied by you or a third party;
  10.   (e) calibration. We do not warrant calibration, but we do warrant that the Goods are capable of adjustment to meet our published accuracy specifications, where such specifications exist, during the warranty period, when correctly installed and operated;
  11.     (f) third-party products we resell, which carry only such warranty as the original manufacturer provides and which we pass through to the extent we are able.
  12. 12.6 General conditions. Warranty work requested outside our standard working hours is chargeable at premium rates. A repair does not extend the original warranty period or create a new one, whether for the Deliverable as a whole or for parts we have not repaired or replaced. Warranties lapse if the Deliverables are moved outside the country of delivery, unless we have agreed otherwise in writing in advance.
  13. 12.7 Fault diagnosis. We may diagnose and resolve faults remotely, by telephone or by electronic connection, and you will follow the fault reporting and resolution procedure we specify. We may require the return of a part or unit to our depot for examination. Where you request on-site attendance for a fault that could reasonably have been resolved remotely, or where our attendance establishes no defect for which we are responsible, we may charge for the work performed and costs incurred. Declining to enable available remote connectivity tools may extend response times and increase your costs.

13. Your Responsibilities

  1. 13.1 You are responsible for site suitability, utilities, environmental conditions, safe access, and compliance with health and safety requirements applicable to our personnel while on your premises.
  2. 13.2 You will inform us in advance of any hazardous substance, biological agent, radiation source or other risk to which our personnel or equipment may be exposed, and will decontaminate any item before returning it to us, providing a signed declaration where we request one.
  3. 13.3 You will install, operate, calibrate and maintain the Deliverables in accordance with the documentation, instructions and specifications we provide. We disclaim liability, including warranty liability, for loss arising from your failure to do so.
  4. 13.4 You are responsible for the security, backup and recoverability of your own data and systems.

14. Regulatory Matters

  1. 14.1 We conduct our business in accordance with applicable law, and we take reasonable steps to keep our Deliverables aligned with the standards and regulations that commonly apply to their use.
  2. 14.2 Our Deliverables are used across a wide range of regulated environments, and the applicable standards and regulations sometimes conflict with one another. We therefore make no representation that a Deliverable conforms to any particular law, code, regulation or standard, except where we have expressly confirmed that conformity in writing.
  3. 14.3 Determining the regulatory requirements applying to your own operations, and validating the Deliverables for your intended use, is your responsibility.

15. Intellectual Property

  1. 15.1 All intellectual property rights in or relating to the Deliverables — including patents, copyright, design rights, trade marks, know-how, drawings, specifications and technical data — remain ours or our licensors'. Nothing in the Contract transfers ownership of any such right to you.
  2. 15.2 Where we create materials specifically for you in the course of Services, we retain ownership of all pre-existing and generally applicable methods, tools and know-how used to produce them.
  3. 15.3 You may use our trade marks only as reasonably required to identify the Deliverables, and not in a way that suggests endorsement or partnership.

16. Third Party Intellectual Property Claims

  1. 16.1 We will defend any action brought against you alleging that a Deliverable of our own design, supplied under the Contract, infringes a patent, copyright or other intellectual property right enforceable in the country of delivery, and we will pay the damages and costs finally awarded against you in that action.
  2. 16.2 Our obligation arises only where you notify us of the claim promptly and in writing, give us sole conduct of the defence and any settlement, take no step that prejudices that defence, and provide the authority, information and assistance we reasonably require.
  3. 16.3 Our obligation does not apply where the alleged infringement arises from a design or requirement you specified, from your combination of the Deliverable with items we did not supply, from modifications we did not make, or from an application or use we did not authorise.
  4. 16.4 On receiving notice of such a claim we may, at our option and expense: secure for you the right to continue using the affected item; replace it with a non-infringing equivalent; modify it so that it no longer infringes; or take it back and refund the price, less a reasonable allowance for use, together with related transport and installation costs.
  5. 16.5 This clause 16 states our entire liability, and your sole remedy, in respect of intellectual property infringement.

17. Indemnity for Injury and Property Damage

  1. 17.1 We will indemnify you against loss you suffer arising directly from death, bodily injury or damage to tangible property of a third party, where the loss occurred in the course of our work on your premises and was caused exclusively by our negligent act or omission. Recoverable loss may include reasonable legal costs and the settlement of a claim.
  2. 17.2 The indemnity applies only where you notify us in writing promptly after you first became aware, or reasonably should have become aware, of the circumstances giving rise to the claim.
  3. 17.3 Where you seek indemnity, we have the sole and exclusive right to conduct the defence and to settle or compromise the claim at our discretion, and you will cooperate as we reasonably require.

18. Exclusion of Indirect Loss

  1. 18.1 NEITHER PARTY IS LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE LOSS OR DAMAGE, HOWEVER ARISING, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY OR OTHERWISE, AND REGARDLESS OF WHETHER A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
  2. 18.2 Loss of this kind includes loss of profit, revenue, anticipated savings, production, contracts, goodwill or reputation; loss or corruption of data; the cost of substitute equipment, software or facilities; downtime and idle labour; increased construction or operating costs; product recall costs; and claims made against you by your own customers or contractors.
  3. 18.3 If you transfer, assign or lease a Deliverable to a third party, you must first obtain from that party the benefit of protections equivalent to those in clauses 18 and 19 in our favour.

19. Limitation of Liability

  1. 19.1 Nothing in the Contract excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded or limited.
  2. 19.2 Subject to clause 19.1, our total aggregate liability arising out of or in connection with the Contract — whether in contract, tort (including negligence), warranty, indemnity, statute or otherwise — is limited to the price paid for the particular Deliverable that gave rise to the claim.
  3. 19.3 We are not liable for loss, claim, expense or damage caused by, contributed to by, or arising out of the acts or omissions of you or of any third party, whether negligent or otherwise.
  4. 19.4 Subject to clause 19.1, no proceedings under the Contract may be commenced more than one year after the cause of action accrued.
  5. 19.5 Each limitation and exclusion in clauses 18 and 19 operates independently. If one is held unenforceable, the others remain in effect.

20. No Liability for Gratuitous Advice

  1. 20.1 Advice, information, recommendations or assistance we give you that the Contract does not require us to give is provided as a courtesy, without charge and without liability. This clause does not apply to fraudulent misrepresentation.

21. Insurance

  1. 21.1 On reasonable request we will provide evidence of our standard insurance coverage and applicable limits or sublimits. You will treat that evidence as confidential.
  2. 21.2 We do not name third parties as additional insureds, do not grant direct rights of access to our policies, and do not waive rights of subrogation.

22. Force Majeure

  1. 22.1 Except for payment obligations, neither party is liable for delay or failure in performance caused by circumstances beyond its reasonable control. The time for performance is extended by a reasonable period reflecting the effect of those circumstances.
  2. 22.2 Such circumstances include natural events, fire, flood, epidemic or public health emergency, war, civil disturbance, terrorism, sanctions, embargo, cyber attack on infrastructure, industrial action, changes in law, utility failure, transport disruption, and shortage or unavailability of materials, components or transport capacity.
  3. 22.3 If the circumstances persist for more than [ninety] days, either party may terminate the affected part of the order on written notice, and you will pay for work performed and costs committed up to that date.

23. Export Control and Sanctions

  1. 23.1 The Deliverables may incorporate technology or software subject to export control laws of India or other jurisdictions of supply or use.
  2. 23.2 You will comply with all applicable export control and sanctions laws, and you will not export, re-export, transfer or make the Deliverables available to any restricted person, entity, destination or end use without the required authorisations.
  3. 23.3 You will indemnify us against loss, penalty and cost arising from a breach of this clause by you or by your employees, agents, contractors or customers.
  4. .

24. Traceability and Corrective Action

  1. 24.1 We may need to trace, recall, or issue corrective or safety notices in respect of Deliverables, and you will cooperate promptly and actively with us when we do.
  2. 24.2 If you resell a Deliverable, you may be treated as a distributor under applicable law and must assume the resulting obligations, including to:
  3.     (a) retain the records needed to trace or recall the item for at least ten years;
  4.     (b) notify us immediately of any complaint, adverse event or safety incident, and follow our directions on investigation and handling; and
  5.     (c) observe all applicable storage, handling and transport requirements.

25. Waste Electrical and Electronic Equipment

  1. 25.1 Where applicable law requires it, we will arrange for the disposal of waste electrical and electronic equipment, and the cost of doing so is yours unless the law provides otherwise.

26. Personal Data

  1. 26.1 We process personal data in accordance with applicable data protection law.
  2. 26.2 Unless the Order Documents state otherwise, our supply of Deliverables does not involve us processing personal data on your behalf as a processor. We act as a controller in respect of the limited business contact data of your staff and contractors that we process in order to respond to enquiries, perform the Contract, process orders and payments, arrange delivery, and provide support and repair.
  3. 26.3 We may use the contact details obtained in connection with your purchase to tell you about similar products and services. You may opt out at any time by contacting us.
  4. 26.4 Subject to applicable law, we may use, process and store — and permit our service providers to use, process and store on our behalf — data generated by or obtained from the Deliverables, including diagnostic, performance and usage data, for the purposes of support, product improvement and analytics.

27. Compliance and Business Conduct

  1. 27.1 Each party will comply with applicable anti-bribery, anti-corruption, anti-money-laundering, competition and modern slavery laws, and will not offer or accept any improper payment or advantage in connection with the Contract.
  2. 27.2 Each party will maintain adequate procedures designed to prevent such conduct by its personnel and its supply chain.

28. Subcontracting, Assignment and Third Parties

  1. 28.1 We may subcontract performance of any part of the Contract, remaining responsible for the subcontracted work.
  2. 28.2 You may not assign or transfer the Contract or any part of it without our prior written consent, which will not be unreasonably withheld. We may assign the Contract to an affiliate or to a successor to the relevant business.
  3. 28.3 No person other than the parties has any right to enforce any term of the Contract.

29. Notices

  1. 29.1 Notices must be in writing and sent to the address stated in the Order Documents, or to such other address as a party notifies. Notices are effective on delivery, or on the second business day after despatch by recorded post, or on transmission where sent by email to a designated address during business hours.

30. Severance, Waiver and Entire Agreement

  1. 30.1 If a provision of these Terms is or becomes invalid or unenforceable under applicable law, it is treated as modified to the minimum extent necessary to make it valid and enforceable, or, where that is not possible, as deleted. The remaining provisions continue in force.
  2. 30.2 A failure or delay in enforcing a right is not a waiver of it, and the waiver of one breach does not waive any earlier or later breach.
  3. 30.3 The Contract is the entire agreement between the parties on its subject matter and supersedes all prior discussions, proposals and representations, save that nothing limits liability for fraudulent misrepresentation.
  4. 30.4 Clauses which by their nature are intended to survive expiry or termination — including clauses 4, 8, 11, 12, 15 to 21, 23, 24, 26 and 31 — do so.

31. Governing Law and Jurisdiction

  1. 31.1 The Contract, and any non-contractual obligation arising out of it, is governed by the laws of India.
  2. 31.2 The courts of competent jurisdiction nearest to that entity's registered office have exclusive jurisdiction, save that we reserve the right to bring proceedings against you in any other court of competent jurisdiction, including the courts of your domicile or of any place where your assets are located.
  3. 31.3 The United Nations Convention on Contracts for the International Sale of Goods does not apply.
  4. 31.4 Before commencing proceedings, the parties will use reasonable efforts to resolve a dispute through discussion between senior representatives within 30 days of a written notice of dispute. This clause does not prevent either party from seeking urgent interim relief. 

Attacktic Labs — B-35 Delta I, Greater Noida, Gautam Buddha Nagar (UP), PIN - 201308, India — GSTIN: 09AMUPD2943F2ZU