The ₹5 Crore Mistake Hidden in a Single Sentence: Can You Spot It?
“The vendor will be paid upon satisfactory delivery of the services within a reasonable timeframe.”
This clause seems simple. It cost one Indian startup ₹5 crore.
Let’s break it down:
1. “Satisfactory delivery” — But to whom?
Who decides what’s satisfactory? The client? The vendor? Courts hate vague terms — they create room for disputes and non-payment.
2. “Reasonable timeframe” — According to whom?
A vendor might assume 3 weeks. A client might expect 7 days. “Reasonable” becomes a breeding ground for delayed payments and legal chaos.
3. No fallback or escalation clause
What if there’s disagreement? Arbitration? Mediation? Court? Without clarity, you’re inviting lawsuits — expensive ones.
The Real Story
A funded startup hired a vendor to build a software module. The delivery was “satisfactory” according to the vendor, but not according to the founder. Delays, refund demands, and legal notices followed. They lost ₹5 Cr in sunk cost and litigation.
Don’t Let This Happen to You
At UNUC Legal LLP, we review, draft, and negotiate business contracts that close loopholes before they cost crores.
We’ve created a FREE “Contract Danger Zone Checklist” for Indian founders, consultants, and business owners.
UNUC Legal LLP
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