Terms of Service

1.1. "Agreement" means these Terms of Service together with any Project Proposal, Statement of Work ("SOW"), invoice, or email confirmation exchanged between the parties, all of which are incorporated herein by reference.

1.2. "Studio" means UrbanXPixels Creative Studio, operating from Delhi, India, including its directors, employees, contractors, and authorised agents.

1.3. "Client" means any individual, sole proprietor, partnership, company, LLP, or legal entity that purchases, subscribes to, or otherwise engages Studio's Services.

1.4. "Services" means collectively: custom website design and development, mobile-responsive web applications, WhatsApp Business API chatbot integration, AI workflow automation (Make/Zapier/n8n), graphic design, brand identity, social media content, video editing and production, and any ancillary technical consulting.

1.5. "Deliverable" means any tangible output produced by Studio, including source code, design files (Figma/XD/PSD/AI), brand guides, automation workflow exports, video files, and written documentation.

1.6. "Confidential Information" means all non-public technical, commercial, financial, or operational information disclosed by either party, whether orally, in writing, or electronically, regardless of whether marked "confidential".

1.7. "Intellectual Property Rights" means all patents, registered and unregistered designs, trademarks, trade names, trade secrets, know-how, database rights, copyrights, and all similar rights in any jurisdiction.

1.8. "Force Majeure Event" means any event beyond a party's reasonable control, including acts of God, government actions, war, riots, fire, flood, pandemic, internet or telecommunications failure, and widespread cyberattacks.

1.9. "Working Days" means Monday through Friday, excluding public holidays observed in India, 10:00 AM–6:00 PM IST.

1.10. "Scope Creep" means any request by Client to add features, functionality, pages, or outputs beyond those explicitly agreed in the SOW.

2.1. Binding Nature: This Agreement constitutes a legally binding contract under the Indian Contract Act, 1872 ("ICA"). By signing up for an account, registering for Services, submitting a project order, making any payment, or clicking "I Accept," Client represents and warrants that: (a) they have legal authority to bind their organisation; (b) they are at least 18 years of age; (c) they have read, understood, and fully agree to every clause herein.

2.2. Precedence: In the event of any conflict, the order of precedence shall be: (i) a separately executed, physically signed Master Services Agreement; (ii) this Terms of Service document; (iii) any SOW or Project Proposal; (iv) any invoice or email exchange.

2.3. Amendments: Studio reserves the right to update these Terms at any time. Updated versions are posted at the /terms URL with an updated effective date. Studio will provide at least 14 calendar days' notice by email for material changes. Continued use of Services after the effective date constitutes acceptance.

2.4. Entire Agreement: This Agreement supersedes all prior proposals, negotiations, representations, warranties, and understandings, whether written or oral. No waiver of any breach shall be construed as a waiver of any other breach.

2.5. Severability: If any provision of this Agreement is found invalid, unlawful, or unenforceable by any court or arbitrator of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.

3.1. Project Brief: Client shall provide a complete, accurate, and detailed project brief within 5 Working Days of payment of the deposit. Studio's timelines, delivery estimates, and pricing are entirely contingent on receipt of a complete brief.

3.2. Content Supply: Client is solely responsible for supplying all required content — including text copy, high-resolution images, brand assets, legal disclaimers, product descriptions, login credentials, domain access, and API keys — within the timeframe agreed in the SOW.

3.3. Single Point of Contact: Client shall designate a single authorised point of contact for all approvals, feedback, and binding decisions.

3.4. Timely Approvals: Client shall review and approve (or request revisions to) all interim deliverables within 48 hours of submission during active phases, and within 5 Working Days at milestone sign-off points.

3.5. Accuracy of Information: Client warrants that all information, data, materials, and content provided to Studio is accurate, complete, lawful, and does not infringe any third-party rights.

4.1. Included Revision Rounds: Each SOW specifies the number of revision rounds included. A "revision round" means one consolidated set of written feedback submitted in a single communication.

4.2. Scope of Revisions: Included revisions cover adjustments to existing work within the original agreed scope. Scope Creep is NOT covered and requires a separate signed Change Order.

4.3. Change Orders: All out-of-scope requests must be submitted in writing. Studio will issue a Change Order specifying additional cost and timeline impact within 48 hours.

4.4. Additional Revision Fee: Extra revision rounds beyond those included are billed at INR 1,500 per round (design/content) or INR 3,500 per hour (development).

5.1. Deposit Requirement: All projects require a minimum non-refundable deposit of 50% of the agreed total project value before any work commences. Monthly retainers are billed monthly in advance.

5.2. Invoice Due Dates: All invoices are due and payable within three (3) calendar days of the invoice date unless alternative terms are specified in writing.

5.3. Accepted Payment Methods: Studio accepts NEFT/IMPS/RTGS, UPI, Razorpay payment links, Stripe, and international wire transfer.

5.5. SERVICE SUSPENSION PROVISION — For all monthly care plans, retainer subscriptions, WhatsApp API configurations, automation pipelines, hosting arrangements, and webhooks: if payment remains unpaid for more than five (5) calendar days from the invoice due date, Studio reserves the right to suspend active services until cleared.

5.6. Taxes: All prices quoted are exclusive of applicable GST. GST-compliant invoices are available upon request.

6.1. Non-Refundable Deposit: The Kickoff Deposit (minimum 50%) is non-refundable after the cooling-off window described in clause 6.3, to compensate for discovery work, team allocation, platform setup, and capacity reserved for Client that Studio consequently declines to sell to others.

6.2. Monthly Retainer Cancellation: Monthly retainers may be cancelled with 30 calendar days' written notice. Client remains liable for any billing month already entered at the date notice is given.

6.3. Cooling-off Window: Client may cancel a one-time project within 72 hours of paying the deposit and receive a full refund, provided no substantive design, development, or research work has begun.

6.4. Governing Policy: The complete cancellation and refund terms — including milestone treatment, dormancy at 30 and 90 days, non-refundable items, the written request procedure, and the 5 Working Day review window — are set out in Studio's Cancellation & Refund Policy published at /cancellation-refund, which forms part of this Agreement. Where that policy and this Section 6 conflict, that policy governs on refund matters.

6.5. Termination for Non-Payment: Studio may terminate this Agreement where an invoice remains unpaid for 30 calendar days after its due date. Termination on this ground does not relieve Client of liability for work already performed.

7.1. Title Retention Until Full Payment: All Deliverables, including all interim work, drafts, mockups, source files, compiled code, and design assets, remain the exclusive property of Studio until all fees and outstanding balances (including taxes and late-payment interest) are paid in full. During development Client is granted a non-exclusive, revocable licence to review and test Deliverables solely for the purpose of providing feedback.

7.2. Assignment Upon Full Payment: Upon receipt of full cleared payment for a one-time project, Studio assigns to Client all copyright and ownership of custom Deliverables created specifically for that project. Studio retains ownership of all pre-existing tools, libraries, frameworks, code components, design templates, and third-party assets — these are licensed to Client for use as part of the completed work, not assigned.

7.3. Subscription Works: For monthly retainers — including design subscriptions, video-content engines, and Continuous Web Dev — Studio retains copyright in all work-in-progress throughout the subscription. Client is granted full ownership of each monthly Deliverable after that billing cycle's payment clears.

7.4. Portfolio & Showcase Rights: Studio reserves the right to display completed projects in Studio's portfolio, website, case studies, social media, and award submissions unless Client and Studio sign a separate Non-Disclosure Agreement that explicitly prohibits public display. Studio shall not display any information Client has designated as confidential in writing.

7.5. Moral Rights: Client agrees not to remove or alter any credit line, author attribution, or Studio branding embedded in Deliverables without Studio's written consent. Studio waives no moral rights to the extent such a waiver is invalid under Indian copyright law.

8.1. Mutual Confidentiality: Each party agrees to hold the other's Confidential Information in strict confidence, to use it solely for the purposes of performing this Agreement, and to protect it with no less care than it applies to its own confidential information of like importance.

8.2. Permitted Disclosure: Either party may disclose Confidential Information to its employees, contractors, and professional advisers who need to know it for the performance of this Agreement, provided those recipients are bound by confidentiality obligations no less protective than these.

8.3. Exclusions: These obligations do not apply to information that: (a) is or becomes publicly available through no breach by the receiving party; (b) was rightfully known to the receiving party before disclosure; (c) is independently developed without reference to the disclosing party's information; or (d) must be disclosed by law, court order, or a regulator, in which case the receiving party shall give prompt written notice where legally permitted.

8.4. Credentials Handling: Where Client shares access credentials, API keys, or tokens, Studio will store them only in access-controlled systems, use them solely to deliver the Services, and revoke or destroy them within 30 days of the engagement ending. Client is responsible for rotating any credential after handover.

8.5. Duration: Confidentiality obligations survive termination of this Agreement for three (3) years. Trade secrets and personal data remain protected for as long as the law requires.

9.1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Republic of India, without regard to its conflict-of-laws principles.

9.2. Good-Faith Negotiation: Before commencing any proceeding, the aggrieved party shall give written notice of the dispute to the other, and both parties shall attempt in good faith to resolve it within thirty (30) calendar days of that notice. This step is a condition precedent to arbitration or litigation, except where urgent injunctive relief is sought.

9.3. Arbitration: Any dispute not resolved under clause 9.2 shall be referred to arbitration by a sole arbitrator under the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration shall be New Delhi, India, and the proceedings shall be conducted in English. The arbitrator's award shall be final and binding.

9.4. Jurisdiction: Subject to clause 9.3, both parties submit to the exclusive jurisdiction of the courts of New Delhi, India.

9.5. Limitation Period: Any claim arising out of or relating to this Agreement must be brought within twelve (12) months of the date the claiming party first became aware of the facts giving rise to it, failing which the claim is barred, save where a longer period is mandatory under Indian law.

9.6. Costs: Each party bears its own legal costs unless the arbitrator or court orders otherwise.

10.1. Privacy Policy Incorporated: Studio's Privacy Policy, published at /privacy, describes how Studio collects, uses, stores, shares, and deletes personal data. It forms an integral part of this Agreement. By accepting these Terms, Client also accepts that Policy.

10.2. Respective Roles: In respect of Client's own account and billing data, Studio acts as a Data Fiduciary under the DPDPA 2023 and as a controller under the GDPR where it applies. In respect of end-user data that Client routes through Studio's platform — WhatsApp contacts, leads, chat transcripts, and broadcast lists — Studio acts as a Data Processor on Client's documented instructions, and Client is the Data Fiduciary.

10.3. Client Warranties as Data Fiduciary: Client warrants that it has obtained all consents and notices required by the DPDPA, the IT Act 2000, the GDPR (where applicable), and WhatsApp's opt-in requirements before uploading any contact list, sending any broadcast, or triggering any automated message.

10.4. Processor Obligations: When acting as Processor, Studio shall: (a) process personal data only on Client's documented instructions; (b) impose confidentiality obligations on personnel with access; (c) apply the technical and organisational security measures described in the Privacy Policy; (d) engage sub-processors only under written terms no less protective than these; (e) assist Client, so far as reasonably practicable, in responding to Data Principal requests; and (f) on termination, delete or return personal data in accordance with clause 10.6.

10.5. Breach Notification: Studio shall notify Client without undue delay, and in any event within seventy-two (72) hours, of becoming aware of a personal data breach affecting Client's data, and provide the information Client reasonably needs to meet its own reporting duties.

10.6. Deletion on Termination: Within thirty (30) days of termination, Studio shall delete or, at Client's written request, return all personal data processed on Client's behalf, except where retention is required by law — including consent records and financial records retained for statutory audit periods.

10.7. RECORD OF ACCEPTANCE — When Client accepts these Terms and the Privacy Policy, Studio records the account identifier, email, exact document version, effective date, UTC timestamp, originating IP address, and browser user-agent string. This record is retained for seven (7) years as evidence of consent under DPDPA s.6 and GDPR Art. 7(1), survives account deletion, and is never modified.

10.8. Cross-Border Transfers: Studio uses infrastructure and sub-processors that may store or process data outside India. Studio will not transfer personal data to any territory restricted under DPDPA s.16. Where GDPR applies, transfers rely on Standard Contractual Clauses or an adequacy decision.

10.9. Grievance Redressal: Data protection questions, consent withdrawals, and grievances may be sent to grievances@urbanxpixels.com. The Grievance Officer responds within the timelines stated in the Privacy Policy.

11.1. Studio's Warranty: Studio warrants that the Services will be performed with reasonable skill and care, by suitably qualified personnel, and in a professional manner consistent with prevailing industry standards.

11.2. Defect Remedy Period: Studio will correct, at no charge, any reproducible defect in a Deliverable that is reported in writing within thirty (30) calendar days of delivery and that causes the Deliverable to fail to conform materially to the agreed SOW. This is Client's sole and exclusive remedy for defective work. The period does not apply to defects caused by Client modifications, third-party plugin changes, hosting changes, or content edits made after handover.

11.3. No Guarantee of Results: Studio makes no warranty regarding search-engine rankings, traffic volumes, conversion rates, message delivery rates, lead quality, revenue, or any other commercial outcome. Such outcomes depend on market factors outside Studio's control.

11.4. "As Is" Disclaimer: Save as expressly stated in clause 11.1, and to the maximum extent permitted by law, the Services and Deliverables are provided "as is" and "as available" without warranties of any kind, whether express, implied, or statutory, including any implied warranty of merchantability, fitness for a particular purpose, non-infringement, uninterrupted availability, or freedom from errors.

11.5. No Legal or Regulatory Advice: Studio is not a law firm. Template legal text, cookie banners, consent flows, and compliance features supplied as part of a Deliverable are provided for convenience only and do not constitute legal advice. Client is responsible for obtaining independent legal review of its own compliance obligations.

11.6. Client Warranties: Client warrants that it has the right to supply all content, trademarks, and materials it provides; that they do not infringe any third-party right; and that its use of the Deliverables will comply with all applicable laws.

12.1. Exclusion of Indirect Loss: To the maximum extent permitted by law, neither party shall be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, nor for loss of profits, loss of revenue, loss of anticipated savings, loss of business opportunity, loss of goodwill, or loss or corruption of data, however arising and whether in contract, tort (including negligence), or otherwise, even if advised of the possibility.

12.2. AGGREGATE LIABILITY CAP — Studio's total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort, statute, or otherwise, shall not exceed the total fees actually paid by Client to Studio for the specific Service giving rise to the claim during the three (3) months immediately preceding the event that gave rise to the claim.

12.3. Third-Party Platform Failures: Studio is not liable for any loss arising from an act, omission, outage, policy change, price change, account suspension, rate limit, or API deprecation by a third-party platform, including Meta/WhatsApp, Google, hosting providers, domain registrars, payment gateways, and automation services.

12.4. Client Data and Backups: Client is responsible for maintaining its own independent backups of content and data. Studio's liability for data loss is limited to restoring from the most recent backup Studio holds, where a backup service forms part of the agreed Services.

12.5. Liabilities Not Excluded: Nothing in this Agreement limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for wilful misconduct, or for any other liability that cannot lawfully be limited or excluded under Indian law.

12.6. Allocation of Risk: Client acknowledges that the fees charged reflect the allocation of risk set out in this Section, and that Studio would charge materially higher fees in its absence.

13.1. Client Indemnity: Client shall indemnify, defend, and hold harmless Studio, its directors, employees, and contractors from and against any third-party claim, demand, proceeding, fine, or penalty, and all resulting losses, damages, and reasonable legal costs, arising from: (a) content, trademarks, or materials supplied by Client; (b) Client's breach of clause 10.3 or of any data protection, telecom, or anti-spam law; (c) messages, broadcasts, or campaigns Client sends; (d) Client's use of a Deliverable in a manner not contemplated by the SOW; or (e) Client's breach of Section 14 (Acceptable Use).

13.2. Studio Indemnity: Studio shall indemnify Client against any third-party claim that a Deliverable created originally by Studio infringes that party's Indian copyright or trademark, provided Client has paid in full for that Deliverable and has not modified it. This indemnity does not extend to open-source components, third-party assets, stock media, or anything supplied or specified by Client.

13.3. Indemnity Procedure: The party seeking indemnity shall give prompt written notice of the claim, shall not settle or admit liability without the indemnifying party's written consent, and shall give the indemnifying party reasonable control of the defence and reasonable cooperation at the indemnifying party's expense.

13.4. Cap: Studio's indemnity under clause 13.2 is subject to the aggregate cap in clause 12.2. Client's indemnity under clause 13.1 is not capped.

14.1. Prohibited Conduct: Client shall not use the Services, the platform, or any Deliverable to: send unsolicited bulk messages or spam; upload contact lists obtained without valid opt-in; transmit malware or malicious code; harass, defraud, impersonate, or threaten any person; publish content that is obscene, defamatory, or unlawful under Indian law; infringe any intellectual property right; conduct unlicensed gambling, lending, pharmaceutical, or cryptocurrency solicitation; scrape, reverse-engineer, or circumvent access controls; probe, load-test, or attack Studio's infrastructure; resell platform access without written authorisation; or violate the terms of any integrated third-party platform.

14.2. Messaging Compliance: Client shall comply with the WhatsApp Business Messaging Policy, Meta's Commerce and Business Policies, and TRAI's commercial-communication regulations. Client acknowledges that Meta may restrict, throttle, or ban a WhatsApp Business account for policy breaches and that Studio has no control over, and accepts no liability for, such action.

14.3. Fair Use of Resources: Hosting, storage, and message throughput are subject to the limits stated in the SOW or plan description. Sustained usage materially beyond those limits may attract additional charges on 7 days' written notice, or throttling where the load threatens other clients' service.

14.4. Enforcement: Studio may suspend Services immediately and without notice where it reasonably believes a breach of this Section is occurring and poses a risk of legal liability, security compromise, or platform-level penalty. Studio will notify Client of the reason as soon as practicable and restore Services once the breach is remedied.

15.1. Third-Party Dependencies: The Services depend on third-party platforms including Meta/WhatsApp Business API, cloud hosting providers, domain registrars, payment gateways, email providers, and automation tools. Client's use of those platforms is governed by their own terms.

15.2. Pass-Through Costs: Third-party charges — WhatsApp conversation fees, advertising spend, licence fees, stock assets, registrar fees, and API usage — are billed to Client at cost. Where a provider changes its pricing, the revised cost applies from the provider's own effective date.

15.3. Service Availability: Unless an SOW states an express uptime commitment, the Services are provided without a guaranteed service level. Studio will use reasonable efforts to maintain availability and to schedule planned maintenance outside business hours where practicable.

15.4. Domain Ownership: Domains purchased on Client's behalf are registered in Client's name where the registrar permits, or transferred to Client on request at no charge. Registrar fees are non-refundable, and transfers are subject to registrar lock periods outside Studio's control.

15.5. Migration and Handover: On termination, Studio will provide Client with the source code, design files, and a database export for the Services Client has paid for, within fifteen (15) Working Days of a written request. Hands-on migration assistance beyond that export is chargeable at Studio's then-current hourly rate.

16.1. Termination for Convenience: Either party may terminate a monthly retainer on thirty (30) calendar days' written notice, in accordance with Section 6 and the Cancellation & Refund Policy.

16.2. Termination for Cause: Either party may terminate immediately by written notice where the other: (a) commits a material breach that is not remedied within fourteen (14) days of written notice specifying it; (b) becomes insolvent, enters liquidation, or has a receiver appointed; or (c) breaches Section 14 in a manner that cannot be remedied.

16.3. Account Closure: Client may close its account at any time from the dashboard or by writing to hello@urbanxpixels.com. Closure ends future billing but does not refund fees already paid except as provided in the Cancellation & Refund Policy.

16.4. Effect of Termination: On termination: all outstanding invoices become immediately due; licences granted to Client for unpaid Deliverables terminate; Client shall cease using any Deliverable not paid for in full; and each party shall return or destroy the other's Confidential Information, subject to the retention exceptions in clause 10.6.

16.5. Data Retrieval Window: Client has thirty (30) calendar days from termination to request an export of its data. After that window Studio may delete Client data in the ordinary course, and Studio is under no obligation to retain it.

16.6. Survival: Sections 1, 7, 8, 9, 10, 11.4, 12, 13, 16.4, 16.6, 17, and 18 survive termination or expiry of this Agreement.

17.1. Force Majeure: Neither party is liable for any failure or delay in performance caused by a Force Majeure Event (defined in clause 1.8), provided it notifies the other promptly and uses reasonable efforts to mitigate. Payment obligations for work already performed are not excused. If a Force Majeure Event continues for more than sixty (60) days, either party may terminate the affected Services on written notice.

17.2. Assignment: Client may not assign or transfer this Agreement without Studio's prior written consent. Studio may assign this Agreement to a successor in connection with a merger, reorganisation, or sale of substantially all its assets.

17.3. Subcontracting: Studio may engage subcontractors and freelancers to perform parts of the Services and remains responsible for their performance and for binding them to equivalent confidentiality obligations.

17.4. Independent Contractors: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship.

17.5. Non-Solicitation: During the engagement and for twelve (12) months afterwards, Client shall not directly solicit for employment any Studio employee or contractor who worked on Client's project, except through a general public advertisement.

17.6. Notices: Notices under this Agreement must be in writing and sent by email to hello@urbanxpixels.com for Studio, or to the email address on Client's account for Client. A notice is deemed received on the next Working Day after sending.

17.7. No Third-Party Beneficiaries: This Agreement is for the benefit of the parties only, and confers no rights on any third party.

17.8. Language: This Agreement is drawn up in English. Any translation is provided for convenience, and the English text governs.

18.1. General enquiries and contractual notices: hello@urbanxpixels.com

18.2. Privacy and data protection: privacy@urbanxpixels.com

18.3. Grievance Officer (as required by the IT (Intermediary Guidelines) Rules and DPDPA s.13): grievances@urbanxpixels.com

18.4. Registered operations: UrbanXPixels Creative Studio, New Delhi, India.

18.5. Response times: Studio acknowledges written grievances within twenty-four (24) business hours and aims to resolve them within fifteen (15) calendar days.

Terms of Service version 5.0, effective August 7, 2026. Read alongside the  Privacy Policy (v1.0) and the Cancellation & Refund Policy (v1.0), both of which form part of this Agreement.