Terms of service

Effective date: 01-08-2026 · Version 2.6.0

General Terms and Conditions of Sale. These Terms govern the sale, supply, delivery, deployment, use, and post-sale support of AEROMIND™ avionics systems for unmanned aerial vehicles. By placing an order or using any Product, customers accept these Terms in their entirety.

1. Definitions and Interpretation

Key definitions include:

Affiliate: entities with direct or indirect control relationships.
Confidential Information: non-public information disclosed by either party.
Control: ownership of 50% or more voting share capital or management direction power.
Documentation: user manuals, guides, specifications, and related materials.
End-Use Certificate: written certification specifying intended use and deployment.
Force Majeure Event: events beyond reasonable control.
Intellectual Property Rights: all registered and unregistered IP worldwide.
Order: a purchase order or written request for Products.
Product: AEROMIND™-branded systems with Documentation.
Restricted Party: entities on sanctions lists or in embargoed territories.
Warranty Period: twelve (12) months from the delivery date.

2. Product Use, Field of Application, and Customer Responsibility

2.1 Permitted Use

Products are designed for lawful commercial, industrial, research, and, where expressly authorized, defence and governmental applications, per Documentation specifications.

2.2 Customer Obligations

Customers must:

Operate Products per Documentation and written instructions.
Comply with applicable laws including Drone Rules 2021, Aircraft Act 1934, and DGCA regulations.
Obtain necessary licences, permits, certifications, and regulatory clearances.
Employ qualified, trained, authorized personnel.
Implement appropriate safety and cybersecurity measures.

2.3 Prohibited Conduct

Customers shall not:

Modify, reverse-engineer, decompile, or disassemble Products.
Remove or alter proprietary notices, serial numbers, or seals.
Use Products outside specified parameters or in unapproved life-critical applications.
Integrate with non-approved hardware, firmware, or software.
Use Products in unlawful or sanctioned activities.

2.4 Effect of Breach

Any breach of Clause 2 voids all warranties, support obligations, and licences.

3. Orders, Pricing, Payment, and Delivery

3.1 Order Acceptance

All Orders require written Company acceptance. The Company reserves the right to decline Orders in its sole discretion, including due to end-use or destination concerns.

3.2 Pricing

All prices are quoted in Indian Rupees (INR) and exclude GST, taxes, levies, customs duties, freight, insurance, and handling charges, all borne by the Customer. Quotations remain valid for thirty (30) days.

3.3 Payment Terms

Unless otherwise agreed, full payment must be received before dispatch. Accepted payment methods include Internet Banking, IMPS, NEFT, RTGS, and Debit/Credit Cards. Late payments incur interest at 1.5% monthly or the maximum permitted rate, whichever is lower.

3.4 Delivery and Risk

(a) Typical delivery timelines range from a minimum of 2 days to a maximum of 15 days.

(b) The Company is not liable for delays arising from events beyond reasonable control ("Force Majeure Events"), including acts of God, natural disasters, epidemics, war, civil unrest, government action, embargoes, export restrictions, supply-chain disruptions, semiconductor shortages, labour disputes, or utility failures. If a Force Majeure Event continues beyond ninety (90) consecutive days, either Party may terminate the affected Order without liability, except for already-delivered Products.

3.5 Inspection

Customers must inspect Products promptly upon delivery and notify the Company of visible damage, shortage, or non-conformity within seven (7) days, after which Products are deemed accepted.

4. Limited Warranty

4.1 Warranty Scope

For twelve (12) months from the delivery date ("Warranty Period"), Products shall be free from material defects in materials and workmanship and substantially conform to published specifications when properly installed, integrated, and operated per Documentation.

4.2 Warranty Exclusions

The warranty does not apply to defects from:

Normal wear and tear, cosmetic damage, or consumables.
Accident, mishandling, neglect, abuse, improper storage, or installation.
Operation outside published parameters.
Unauthorized modification, repair, or alteration.
Integration with non-approved components.
Use in unapproved applications or environments.
Force Majeure Events.
Customer breach of these Terms.

4.3 Sole Remedy

The Customer's exclusive remedy for warranty breach is, at Company option: repair, replacement with a functionally equivalent Product, or refund of the purchase price (less depreciation). All warranty claims must be made in writing within the Warranty Period with proof of purchase and a defect description.

4.4 Disclaimer

Except for the express warranties set forth in this Clause 4, the Company disclaims, to the fullest extent permitted by law, all other warranties, conditions, and representations, whether express or implied, statutory or otherwise.

Products are not designed for life-support, life-critical, nuclear applications, or situations where failure could cause death or catastrophic damage unless expressly authorized by separate written agreement.

5. Returns and Refunds

5.1 Return Window

Customers may request a return within fourteen (14) days of delivery, subject to the conditions below. This applies to all customers regardless of location, and does not affect the Limited Warranty in Clause 4 or any non-excludable statutory rights.

5.2 Return Conditions

Returns are accepted only for unused Products in original, undamaged packaging with all accessories and documentation, subject to prior issuance of a Return Material Authorisation (RMA) number and Company inspection and approval. The Customer is responsible for return shipping costs. No restocking fee is charged.

5.3 Non-Returnable Items

Custom-built, configured-to-order, software-licensed, firmware-flashed, and consumable Products are non-returnable and non-refundable in all regions.

5.4 Refunds

Approved refunds are processed to the original payment method within fourteen (14) business days, excluding original shipping, handling, and non-recoverable taxes.

6. Limitation of Liability

6.1 Excluded Damages

To the maximum extent permitted by applicable law, in no event shall the Company be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business, contracts, anticipated savings, goodwill, data, or use.

6.2 Aggregate Cap

Total Company liability for all claims arising from these Terms or Product supply shall not exceed the price paid by the Customer for the specific Product giving rise to the claim.

6.3 Carve-Outs

These limitations do not apply to: (a) death or personal injury from negligence; (b) fraud or fraudulent misrepresentation; or (c) liability that cannot lawfully be limited or excluded.

6.4 Allocation of Risk

Customers acknowledge that liability limitations reflect the risk allocation between Parties and form an essential basis of the agreement.

7. Intellectual Property Rights

7.1 Ownership

All Intellectual Property Rights in Products, including hardware designs, firmware, software, ground-station software, APIs, communication protocols, training data, machine-learning models, branding, trademarks (including AEROMIND™), and Documentation, are and remain the exclusive property of the Company or its licensors.

7.2 Limited Licence

The Company grants a non-exclusive, non-transferable, non-sublicensable, revocable licence to use firmware, embedded software, and Documentation solely for operating that Product per these Terms. This licence terminates automatically upon resale, transfer, disposal, or breach.

7.3 Restrictions

Customers shall not copy, modify, distribute, sell, lease, license, sublicense, publish, or create derivatives of any Product, firmware, software, or Documentation except as expressly authorized in writing or by non-excludable applicable law.

7.4 Customer Data

Customers retain ownership of data generated through Product use. The Company receives a limited, non-exclusive licence to use anonymized and aggregated telemetry, performance, and diagnostic data for product improvement, quality assurance, and R&D.

7.5 Feedback

Suggestions, ideas, or feedback from customers may be used by the Company without restriction, royalty, or attribution.

8. Regulatory Compliance

8.1 Customer Responsibility

Customers shall, at their sole cost and risk, obtain and maintain all approvals, certifications, registrations, licences, type-approvals, frequency allocations, airworthiness certifications, and regulatory clearances required in jurisdictions of import, integration, deployment, and operation, including clearances from DGCA, WPC Wing, Ministry of Defence, Ministry of Home Affairs, and equivalent foreign authorities.

8.2 Lawful Use

Customers shall not use, deploy, or permit use of Products in violation of any applicable law, including aviation, telecommunications, data protection, privacy, anti-bribery, anti-money-laundering, or sanctions laws.

8.3 Incident Notification

Customers shall promptly notify the Company of any safety incident, accident, regulatory action, or product recall involving the Products and cooperate with investigations.

9. Export Control, Sanctions, and End-Use Restrictions

9.1 Acknowledgement of Dual-Use Character

Customers acknowledge that Products are advanced avionics systems potentially subject to export-control laws of India (Foreign Trade (Development & Regulation) Act 1992, Foreign Trade Policy, SCOMET list, Weapons of Mass Destruction Act 2005) and other jurisdictions including the United States, European Union, and United Kingdom.

9.2 Customer Undertakings

Customers represent, warrant, and undertake that they shall:

Comply with all Export Control Laws and trade-sanction regimes.
Not export, re-export, transfer, divert, sell, or supply Products to Restricted Parties or prohibited destinations without required licences.
Not use Products in connection with nuclear, chemical, or biological weapons or delivery systems unless expressly authorized.
Provide End-Use Certificates and documentation as requested.
Flow down these export-control obligations to transferees or end-users.

9.3 Right to Suspend

The Company may refuse Orders, suspend deliveries, or terminate agreements if it reasonably believes performance would violate Export Control Laws or expose the Company to regulatory, legal, or reputational risk.

9.4 Indemnity

Customers indemnify the Company and Affiliates against all losses, damages, claims, fines, penalties, and costs (including legal fees) arising from any Customer breach of Clause 9.

10. Installation, Training, and Technical Support

10.1 Standard Support

The Company shall make available standard Documentation, setup guides, and remote technical support during the Warranty Period during normal business hours through designated channels.

10.2 Additional Services

On-site installation, commissioning, integration support, custom training, and extended or premium support services are provided per separate written agreement at additional cost, subject to availability.

10.3 Customer Cooperation

Customers shall provide the Company reasonable access, information, and cooperation necessary for support services and maintain a suitable operating environment for Products.

11. Confidentiality

11.1 Definition

"Confidential Information" means non-public information disclosed by one Party to the other in connection with these Terms or Products, whether orally, in writing, electronically, or by inspection, identified as confidential or that ought reasonably to be treated as confidential, including technical specifications, designs, source code, pricing, product roadmaps, and customer information.

11.2 Obligations

The Receiving Party shall: (a) use Confidential Information solely for these Terms' purposes; (b) protect it with the same care used for its own confidential information, but no less than reasonable care; (c) not disclose to third parties except employees, Affiliates, contractors, and advisors with a need to know and bound by equal confidentiality; and (d) return or securely destroy Confidential Information on request.

11.3 Exclusions

Obligations do not apply to information that: (a) becomes publicly known without breach; (b) was lawfully known prior to disclosure; (c) is lawfully obtained from a third party without restriction; (d) is independently developed without reference to the Confidential Information; or (e) is required to be disclosed by law, court order, or regulatory authority (with prompt notice where lawful).

11.4 Survival

This Clause survives termination for five (5) years or, for trade secrets, as long as the information remains a trade secret.

12. Indemnification by Customer

Customers indemnify, defend, and hold harmless the Company, Affiliates, and their directors, officers, employees, and agents against all losses, damages, liabilities, claims, demands, fines, penalties, and costs (including legal fees) arising from: (a) Customer breach of these Terms; (b) Customer negligent or wrongful acts or omissions; (c) unauthorized Product modification, integration, or use; (d) third-party claims relating to Customer use, deployment, or operation; or (e) breach of Export Control Laws or Clause 9.

13. Governing Law and Dispute Resolution

13.1 Governing Law

These Terms and any dispute arising from them shall be governed by and construed per the laws of the Republic of India.

13.2 Negotiation

Parties shall attempt in good faith to resolve disputes through senior-level negotiation within thirty (30) days of written notice.

13.3 Arbitration

Unresolved disputes shall be finally resolved by arbitration under the Arbitration and Conciliation Act 1996 (as amended). The tribunal shall consist of a sole arbitrator mutually appointed or, failing agreement within thirty (30) days, appointed per the Act. The seat and venue shall be Chennai, TN, India. The language shall be English. The arbitral award is final and binding.

13.4 Jurisdiction

Subject to Clause 13.3, courts at Chennai, TN, India shall have exclusive jurisdiction for non-arbitration matters, including interim or injunctive relief.

14. Amendments

The Company reserves the right to amend, modify, or update these Terms at any time. Material amendments shall be notified by email, website, or other reasonable means. Continued Product use after notification constitutes acceptance of amended Terms. Amendments do not apply retrospectively to previously-accepted Orders.

15. Resale, Assignment, and Transfer Restrictions

15.1 Resale Restrictions

Customers shall not resell, redistribute, lease, sub-license, transfer, or dispose of Products, in whole or in part, to any third party without prior written Company consent. Any permitted resale or transfer requires the transferee's written acceptance of these Terms, particularly Clauses 2, 7, 9, and 11.

15.2 Assignment Restrictions

Customers may not assign, novate, or transfer their rights or obligations under these Terms without prior written Company consent. The Company may assign or novate its rights and obligations to any Affiliate or successor entity without customer consent.

16. Termination

16.1 Termination for Cause

The Company may, by written notice and without limiting other rights, immediately suspend deliveries, terminate any Order, or terminate these Terms if the Customer:

(a) Fails to make payment when due and does not cure within fifteen (15) days of written notice;

(b) Commits a material breach incapable of cure or, if capable, not cured within thirty (30) days of notice;

(d) Becomes insolvent, enters liquidation, makes arrangements with creditors, or has a receiver appointed; or

(e) Engages in conduct that may bring the Company or Products into disrepute or expose the Company to legal, regulatory, or reputational risk.

16.2 Consequences of Termination

On termination: (a) all amounts owed become immediately due; (b) all customer licences terminate; (c) customers cease all Product and Documentation use except as required for safe wind-down; and (d) Clauses 4.4, 6, 7, 9, 11, 12, 13, and this Clause 16.2 survive termination.

17. Miscellaneous

17.1 Notices

All notices shall be in writing, sent to notified addresses by email (with receipt confirmation), registered post, or reputable courier.

17.2 Severability

If any provision is held invalid, illegal, or unenforceable, remaining provisions continue in full force and effect, with the invalid provision replaced by a valid provision most closely reflecting original intent.

17.3 Waiver

No failure or delay in exercising any right operates as a waiver. Any waiver must be in writing and signed by the waiving Party.

17.4 Entire Agreement

These Terms (together with the Order acknowledgement and any separately executed agreement) constitute the entire agreement regarding the subject matter and supersede all prior agreements, representations, and understandings.

17.5 No Partnership or Agency

Nothing herein creates a partnership, joint venture, agency, or employment relationship between the Parties.

17.6 Third-Party Rights

A person not a Party to these Terms has no rights to enforce any provision.

17.7 Counterparts and Electronic Execution

These Terms may be executed in counterparts and by electronic signature, each deemed an original, all constituting one instrument.

18. Contact

For queries, support requests, warranty claims, and notices:

ARKIN LABS PRIVATE LIMITED
Email: info@arkinlabs.in
Website: www.arkinlabs.in

By placing an Order or using any Product, the Customer confirms that it has read, understood, and accepts these Terms in their entirety.