Refund and Cancellation Policy

1.1 Purpose. This Refund and Cancellation Policy (this “Policy”) sets out the terms on which:

1. a Client may cancel an engagement with CipherCru Innovations Private Limited (“CipherCru”);
2. fees paid or payable to CipherCru may be refunded;
3. obligations and entitlements of the Parties are determined upon early termination of an engagement.

1.2 Scope. This Policy applies to all engagements between CipherCru and its clients that are governed by a Master Services Agreement (MSA) and/or Statement of Work (SOW). It is incorporated into and forms part of the MSA. In the event of a conflict between this Policy and the MSA or SOW, the SOW prevails, followed by the MSA, followed by this Policy.

1.3 Nature of Services. CipherCru provides bespoke, customised technology services including but not limited to: custom software development, AI engineering, platform architecture, data engineering, DevOps, and system integration. CipherCru's services are project-based, meaning work is planned, resourced and commenced based on the agreed scope; resource-intensive, meaning teams are assembled, allocated, and often cannot immediately be redeployed on cancellation; and time and expertise-driven, meaning value is delivered through irreversible expenditure of skilled labour, not through delivery of a pre-manufactured physical product. This Policy reflects that cancellation after work commences invariably results in loss of committed resources and partially-delivered value that cannot be recovered by CipherCru.

1.4 No Consumer-Style Cooling-Off Period. CipherCru's services are provided to business clients (B2B). This Policy does not confer a consumer-style cooling-off right. Clients are advised to carefully review all MSA and SOW terms before signing and before authorising commencement of work.

2.1 The following terms have the meanings set out below.

3.1 Earnest Money. Any Earnest Money (retainer, mobilisation fee, or advance) paid by the Client is non-refundable in all circumstances, including cancellation by the Client for convenience, because such fees are paid to secure CipherCru's resource commitment and cannot be recovered after team allocation.

3.2 Completed Milestone Payments. Any Milestone Payment for a milestone that has been completed by CipherCru, delivered to the Client, and accepted by the Client (including Deemed Acceptance under the MSA) is non-refundable regardless of subsequent cancellation.

3.3 Disputed Milestone, accepted via silence. Where a Milestone Payment is due and the Client has not raised a written defect notice within the Acceptance Period specified in the MSA (default: ten (10) Business Days), Deemed Acceptance applies and the corresponding Milestone Payment is non-refundable.

3.4 Time-and-Materials Fees. Fees invoiced for time-and-materials work actually performed are non-refundable, as they represent compensation for labour irreversibly expended.

3.5 Third-Party Costs. Fees passed through by CipherCru for third-party services, licences, or subscriptions procured specifically for the Client's SOW are non-refundable to the extent those costs have been committed or paid by CipherCru to the applicable third party and cannot be recovered.

3.6 Support and Maintenance Fees. Monthly or periodic support and maintenance fees for periods already commenced are non-refundable. Fees for future periods (not yet commenced) may be refundable on a pro-rata basis upon valid cancellation under Section 6.

4.1 The following fees may be partially or fully refundable, subject to the conditions and calculations set out in this Policy:

1. Advance payments for future milestones: advance payments made for milestones not yet commenced by CipherCru at the Cancellation Date, net of any Committed Costs already incurred toward those milestones;
2. Pre-paid support fees for future periods: monthly or periodic support fees paid in advance for calendar periods that have not yet begun at the Cancellation Date;
3. Overpayments: amounts paid by the Client in excess of the invoiced or agreed amounts due to administrative error.

4.2 Netting Against Committed Costs. All potentially refundable amounts under Section 4.1 are subject to deduction of all Committed Costs not already recovered through milestone or T&M invoices; a reasonable wind-down fee to cover administrative, re-deployment, and closure costs (as specified in Section 9.3); and any outstanding amounts owed by the Client to CipherCru under the MSA or any SOW.

5.1 Work-in-Progress Value. Where a SOW is cancelled mid-project, CipherCru will calculate the Work-in-Progress Value as follows:

1. Hours expended. Identify all hours spent by CipherCru's team on the SOW up to the Cancellation Date, as recorded in CipherCru's project management and time-tracking system.
2. Apply rate card. Apply the applicable rate card rates (as specified in the SOW or MSA Schedule 3) to the hours identified in Step 1 to arrive at the Labour Cost to Date.
3. Add third-party costs. Add all third-party costs, tool costs, and sub-contractor fees committed or paid by CipherCru for the SOW up to the Cancellation Date.
4. Add wind-down fee. Add the wind-down fee calculated in accordance with Section 9.3.
5. Total Work-in-Progress Value. Sum Steps 1 to 4 to arrive at the Total Claimed Amount.
6. Net against payments received. Subtract all milestone payments and advance payments already received by CipherCru from the Total Claimed Amount.
7. Refund or outstanding payment. If the Total Claimed Amount exceeds payments received, the Client owes CipherCru the shortfall (the “Cancellation Balance”). If payments received exceed the Total Claimed Amount, CipherCru owes the Client the difference as a refund.

5.2 Agreed Calculation. CipherCru shall provide the Client with a detailed written breakdown of the Work-in-Progress Value calculation within fifteen (15) Business Days of the Cancellation Date. The Client may review and raise written objections within ten (10) Business Days of receiving the calculation. Any disputes shall be handled in accordance with the dispute resolution provisions of the MSA.

6.1 Notice Requirement. The Client may cancel a SOW for convenience by providing CipherCru with written notice specifying the identity of the SOW being cancelled; the desired Cancellation Date; and the reason for cancellation (optional, but helpful for an orderly wind-down).

6.2 Minimum Notice Periods. Cancellation for convenience requires the following minimum notice periods.

6.3 Work During Notice Period. Unless the Client instructs CipherCru in writing to cease work immediately, CipherCru shall continue performing the Services during the notice period and may invoice for work performed, and the Client remains obligated to pay all fees for work performed during the notice period.

If the Client instructs CipherCru to cease work immediately upon notice, the notice period is waived; the Client is liable for all Committed Costs up to the date of cessation plus the wind-down fee; and the Client is not entitled to any deliverables in progress unless the Work-in-Progress Value has been paid.

6.4 Payment Obligations on Cancellation. Upon cancellation by the Client for convenience, all outstanding invoices become immediately due and payable; the Cancellation Balance (if any) is due within fifteen (15) Business Days of CipherCru's Work-in-Progress Value calculation; and CipherCru shall issue a final invoice reflecting the amount due or the refund payable.

7.1 Termination for Cause (by CipherCru). CipherCru may terminate a SOW immediately or with short notice for material breach by the Client, including:

1. Non-payment: failure to pay an undisputed invoice within thirty (30) calendar days of the due date specified in the SOW, after a written reminder;
2. AUP violation: material breach of CipherCru's Acceptable Use Policy;
3. Insolvency: the Client becoming insolvent, entering administration, receivership, liquidation, or analogous proceedings;
4. Regulatory breach: the Client's use of CipherCru's deliverables in a manner that exposes CipherCru to legal or regulatory liability;
5. Misrepresentation: the Client having materially misrepresented its requirements, legal status, or authorisations in a manner that affects the nature or scope of the SOW.

7.2 Consequences of Termination for Cause (by CipherCru). Where CipherCru terminates for cause, all fees for completed milestones and work performed are immediately due; CipherCru has no obligation to refund any fees paid; CipherCru may retain all Deliverables and work-in-progress pending payment of all outstanding amounts; and CipherCru is entitled to its full Committed Costs plus the wind-down fee as a debt.

7.3 Termination for Convenience (by CipherCru). CipherCru may terminate a SOW for convenience by providing sixty (60) calendar days' written notice to the Client. In this case CipherCru shall continue performing the Services for the duration of the notice period (unless the Parties agree to an earlier handover); the Client is only obligated to pay for work performed up to the end of the notice period; CipherCru shall provide the Client with all completed Deliverables and reasonable transition assistance; and advance payments for milestones not yet commenced shall be refunded within thirty (30) calendar days of the end of the notice period, net of Committed Costs.

8.1 Cancellation Before Billable Work Begins. If the Client cancels a SOW before CipherCru has commenced any billable work, the Earnest Money is non-refundable (it compensates CipherCru for opportunity cost, reservation of team capacity, and pre-engagement legal and administrative costs); any additional advance payments made beyond the Earnest Money that relate to future milestones are refundable, less any pre-commencement costs (for example legal, onboarding, procurement) incurred by CipherCru; and CipherCru shall provide the Client with an account of pre-commencement costs within ten (10) Business Days of the cancellation notice.

8.2 What Constitutes Commencement. For the purposes of this Policy, billable work commences from the first day that CipherCru's team members spend time on discovery, planning, architecture, design, or any other activities related to the SOW, as recorded in CipherCru's time-tracking system.

9.1 General. Mid-project cancellation means cancellation after billable work has commenced but before all milestones under the SOW have been completed and accepted.

9.2 Deliverables Released on Payment. CipherCru shall release all completed and accepted Deliverables upon payment of all outstanding invoices, and Partially Delivered Work at CipherCru's discretion, and only after the Client has paid the Work-in-Progress Value in full and all outstanding invoices. CipherCru is not obligated to release any work product if the Client has outstanding unpaid invoices.

9.3 Wind-Down Fee. In addition to Committed Costs, CipherCru is entitled to a wind-down fee to cover the cost of re-deploying team members and closing out the project. The wind-down fee is calculated as follows.

9.4 Intellectual Property on Mid-Project Cancellation. Where a SOW is cancelled mid-project:

1. Background IP. CipherCru retains all rights to its Background IP (pre-existing tools, frameworks, libraries, methodologies, AI agents, and reusable components) regardless of cancellation. No licence to Background IP is granted upon cancellation unless separately agreed in writing.
2. Foreground IP (fully paid). Foreground IP (deliverables created specifically for the Client's SOW) vests in the Client only upon full payment of all amounts due, including the Cancellation Balance and wind-down fee.
3. Foreground IP (partially paid). If the Work-in-Progress Value has not been paid in full, CipherCru retains all Foreground IP until full payment is received. CipherCru may archive, delete, or otherwise deal with unpaid work-in-progress after ninety (90) calendar days following the Cancellation Date, without further obligation to the Client.
4. Embargo on source code release. Source code and proprietary technical assets are only released to the Client upon full settlement of all outstanding amounts. Where the Client disputes the Work-in-Progress Value calculation, CipherCru may hold source code in escrow pending resolution.

10.1 Where the Client terminates or cancels a SOW that has suffered significant Client-Caused Delays (as defined in the MSA, Section 15), the Client is not entitled to any reduction in Committed Costs or wind-down fees attributable to the extended timeline caused by such delays.

10.2 CipherCru's Committed Costs in a Client-Caused Delay scenario include all resource costs incurred during the delay period, even if no active development was occurring, because CipherCru's team was held on standby; all costs of re-mobilisation (re-context-loading, re-onboarding, re-testing) following the delay; and any opportunity costs for which CipherCru reserved capacity at the Client's request during the delay.

11.1 This Policy applies separately to each approved Change Order. Cancellation of a Change Order is governed by the same principles as cancellation of a SOW.

11.2 Cancellation of the underlying SOW automatically cancels all outstanding Change Orders unless otherwise agreed in writing. The Client is responsible for Committed Costs on each cancelled Change Order in the same manner as for the SOW.

12.1 Monthly Rolling. Where a support engagement is on a monthly rolling basis, either Party may cancel with thirty (30) calendar days' written notice; the current month's support fee is non-refundable; and any fees paid for future months following the effective cancellation date will be refunded pro-rata within fifteen (15) Business Days of the Cancellation Date.

12.2 Annual Pre-paid Support. Where support fees have been paid annually in advance, cancellation within the first three (3) months attracts no refund; cancellation after three (3) months but before six (6) months attracts a refund of fifty percent (50%) of the remaining months' fees (net of committed costs); and cancellation after six (6) months attracts a refund of the fees for the remaining months on a pro-rata monthly basis, net of any outstanding amounts owed to CipherCru.

13.1 All outstanding invoices become due immediately upon the Cancellation Date or upon written notice of termination, whichever is earlier.

13.2 The Cancellation Balance (if payable by the Client) is due within fifteen (15) Business Days of CipherCru delivering its Work-in-Progress Value calculation.

13.3 Late Payment Interest. Any Cancellation Balance or outstanding invoice not paid by the due date shall accrue interest at the rate of eighteen percent (18%) per annum (simple interest), calculated daily from the due date until the date of actual payment.

13.4 Refund Timeline. Where a refund is due to the Client, CipherCru shall process the refund within thirty (30) Business Days of the Cancellation Date or the resolution of any Work-in-Progress Value dispute, whichever is later; refunds will be made by bank transfer to the Client's nominated account on record; and CipherCru is not responsible for delays caused by the banking system, currency conversion, or incorrect account details provided by the Client.

13.5 Set-Off. CipherCru may deduct from any refund payable all amounts outstanding under any MSA, SOW, or Change Order; the wind-down fee; and any costs incurred by CipherCru arising from the Client's breach or Client-Caused Delays.

14.1 If the Client disputes CipherCru's Work-in-Progress Value calculation or the amount of any Cancellation Balance, the Client shall notify CipherCru in writing within ten (10) Business Days of receiving the calculation, specifying the disputed items and the Client's position. The Parties shall then negotiate in good faith for fifteen (15) Business Days to reach agreement. If agreement is not reached, the dispute shall be referred to the dispute resolution process in the MSA.

14.2 Pending resolution of a dispute, the Client shall pay the undisputed portion of the Cancellation Balance within the required timeframe. Non-payment of the undisputed portion does not stop the accrual of late payment interest.

14.3 Where CipherCru holds Deliverables or source code pending payment of a disputed amount, CipherCru shall hold such materials in good faith without destroying or third-party-disclosing them pending resolution of the dispute.

15.1 Where a SOW is cancelled, CipherCru shall provide reasonable transition assistance to the Client for a period of up to thirty (30) calendar days following the Cancellation Date, at the applicable rate card rates. Transition assistance includes documentation handover, code repository transfer (subject to full payment), access credential transfer, and reasonable technical handover calls. The Client shall not be entitled to retain any CipherCru personnel after the Cancellation Date other than through the paid transition assistance period.

15.2 CipherCru shall have no obligation to provide transition assistance if the Client has outstanding unpaid amounts.

16.1 Where a SOW includes a licence to CipherCru's Internal Frameworks or proprietary tools embedded in Deliverables, the licence terminates automatically upon cancellation if any payment remains outstanding; the licence survives cancellation (for Deliverables already accepted and fully paid) in accordance with the licence terms in the MSA; and the Client must immediately cease use of any licensed CipherCru tools or Internal Frameworks if the licence terminates upon cancellation.

17.1 CipherCru does not issue refunds on the basis that the Client has changed its business strategy, product direction, or technology choices after authorising work to commence; that the Client has found an alternative technology solution or provider; that the Client's internal budget has been reduced or reallocated; or that the Client is dissatisfied with the approach or direction of the project, where the approach is consistent with the agreed SOW scope and CipherCru has been performing in accordance with the MSA.

17.2 Where the Client believes CipherCru is not performing in accordance with the MSA or SOW, the appropriate remedy is to raise a Defect or escalate under the SLA Policy, not to unilaterally cancel and seek a refund.

18.1 Where a SOW is cancelled or suspended due to a Force Majeure Event (as defined in the MSA), the Parties shall negotiate in good faith to determine an equitable outcome, which may include suspension of the SOW for the duration of the Force Majeure Event with no cancellation fees; adjustment of the project timeline and payment schedule; or cancellation with each Party bearing its own costs to the extent incurred before the Force Majeure Event.

18.2 CipherCru does not guarantee the ability to resume a suspended SOW after a Force Majeure Event if team resources have been reallocated.

19.1 This Policy is governed by the laws of the Republic of India, including the Indian Contract Act 1872. Any disputes arising under this Policy shall be subject to the dispute resolution provisions of the MSA. The courts at Jaipur, Rajasthan, India shall have exclusive jurisdiction over matters not resolved through the dispute resolution process.

For refund enquiries, cancellation notices, or billing disputes, contact:

Illustrative example only. Actual amounts depend on the applicable SOW.

Assumptions: Project Value ₹30,00,000; Earnest Money paid ₹3,00,000; Milestone 1 (completed and accepted) ₹8,00,000; Milestone 2 (in progress at cancellation) ₹10,00,000; Milestones 3 and 4 (not yet commenced) ₹9,00,000; total paid by Client at time of cancellation ₹11,00,000 (Earnest Money plus Milestone 1); hours logged on Milestone 2 at cancellation 100 hours at ₹3,000 per hour, being ₹3,00,000; third-party tools committed for Milestone 2 ₹50,000; wind-down fee (2% of ₹30,00,000) ₹60,000.

In this example, the Client owes CipherCru ₹4,10,000 as the Cancellation Balance. No refund is due.