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 New 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 (per Section 57 of the ICA).

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. Delays caused by late or incomplete content supply are Client's responsibility, and Studio may revise delivery timelines accordingly without liability.

3.3. Single Point of Contact: Client shall designate a single authorised point of contact for all approvals, feedback, and binding decisions. Conflicting instructions from multiple contacts may cause delays for which Studio bears no liability.

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. Failure to respond within 10 Working Days constitutes "Deemed Acceptance" and the deliverable is considered approved in its submitted form.

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. Client indemnifies Studio against all claims arising from inaccurate or unlawful client-supplied materials.

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. Multiple separate revision requests count as multiple revision rounds.

4.2. Scope of Revisions: Included revisions cover adjustments to existing work within the original agreed scope. Scope Creep — including adding new pages, changing the core concept, switching platforms, or adding new features — 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. Work on changed scope commences only upon Client's written approval and payment of any required additional deposit.

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), invoiced and payable before the revision is processed.

4.5. Final Approval & Post-Launch Changes: Upon Client's written final approval of all deliverables, the project is deemed complete. Changes requested after final approval are treated as a new engagement or are subject to post-launch support billing.

5.1. Deposit Requirement: All projects require a minimum non-refundable deposit of 50% of the agreed total project value ("Kickoff Deposit") before any work commences. Monthly retainers are billed monthly in advance. Projects above INR 50,000 may use a milestone schedule (50% deposit / 25% mid-point / 25% delivery) unless otherwise stated in the SOW.

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. Payment of the Kickoff Deposit constitutes Client's binding acceptance of this Agreement and the associated SOW.

5.3. Accepted Payment Methods: Studio accepts NEFT/IMPS/RTGS, UPI, Razorpay payment links, Stripe, and international wire transfer. All currency conversion costs and wire fees are the Client's sole responsibility.

5.4. Overdue Interest: Any payment outstanding beyond the invoice due date shall accrue late payment interest at 2% per month, compounded monthly from the date of delinquency until cleared in full, to the extent permitted by applicable law.

5.5. SERVICE SUSPENSION PROVISION — For all monthly care plans, retainer subscriptions, WhatsApp API configurations, automation pipelines, hosting arrangements, and webhooks and APIs: if payment remains unpaid for more than five (5) calendar days from the invoice due date, Studio reserves the right without further notice to: (a) suspend all active hosted websites; (b) take down live staging environments; (c) revoke DNS access and redirect domains to a payment-required landing page; (d) suspend WhatsApp Business API access and bot flows; (e) disable automation webhooks, cron jobs, and integration pipelines; (f) revoke API keys and third-party integrations provisioned under Client's project. Restoration requires full payment of all outstanding amounts plus a reinstatement fee of INR 2,500 per suspended service.

5.6. Suspension Liability: To the fullest extent permitted by applicable law, Studio shall not be liable for lost revenue, lost leads, failed customer communications, database corruption, search engine de-indexing, reputation damage, or any other business loss arising from service suspensions triggered by Client's non-payment. Client acknowledges that payment is a condition of continued service delivery.

5.7. Debt Recovery: If any amount owed remains unpaid for more than 30 days beyond the due date, Studio may: (a) engage a third-party debt collection agency; (b) report the outstanding debt to credit reference bodies; (c) initiate legal proceedings in the courts of New Delhi, India for recovery of principal, interest, and all legal and collection costs, which shall be borne by Client.

5.8. Taxes: All prices quoted are exclusive of applicable GST, VAT, or other taxes. Client is responsible for any applicable withholding tax and shall ensure full payment is received by Studio net of any deductions. GST-compliant invoices are available upon request.

6.1. Non-Refundable Deposit: The Kickoff Deposit (minimum 50%) is entirely non-refundable under any circumstances. This payment compensates for slot reservation, discovery work, team allocation, and all third-party tool setup costs.

6.2. Cancellation by Client After Commencement: (a) If cancelled within 5 Working Days of kickoff: Client forfeits the full deposit. (b) If cancelled after any milestone or draft delivery: Client is liable for the deposit PLUS the value of all work completed to date at INR 3,500 per hour, minus the deposit already paid. Outstanding balances are invoiced immediately and due within 3 days.

6.3. Cancellation by Studio: Studio may terminate immediately if Client materially breaches this Agreement, engages in abusive behaviour toward Studio personnel, requests illegal or fraudulent content, or presents an unacceptable payment risk. In such cases, Studio shall refund the pro-rata value of unearned, prepaid fees less amounts owed to Studio.

6.4. Monthly Retainer Cancellation: Monthly retainers may be cancelled with 30 calendar days' written notice. Less than 30 days' notice triggers the full next month's retainer as a short-notice termination fee. No refunds are issued for partially used months.

6.5. Subscription Auto-Renewal: Unless Client provides written cancellation at least 7 days before the next billing cycle, all monthly subscriptions auto-renew and the corresponding invoice becomes immediately due.

6.6. Third-Party Costs: Domain registration, hosting, API subscription, and third-party licence costs incurred on Client's behalf are non-refundable regardless of the reason for cancellation.

7.1. Title Retention Until Full Payment: All Deliverables, design files, source code, automation scripts, brand assets, and documentation remain the exclusive property of Studio until all fees and outstanding balances are paid in full. No ownership, licence, or right of use is transferred to Client unless and until full payment is received.

7.2. Assignment Upon Full Payment: Upon receipt of full cleared payment for a one-time project, Studio assigns to Client all copyright in the custom Deliverables created specifically for that project, subject to the exclusions in Section 7.3. This assignment is made under Section 18 of the Copyright Act, 1957 (India).

7.3. Studio Background IP: Studio retains perpetual ownership of: (a) all pre-existing code libraries, frameworks, plugins, design systems, and templates ("Background IP"); (b) all generic, reusable components developed during Client's project that are not specific to Client's business; (c) all know-how, methodologies, and processes. Client receives a non-exclusive, non-transferable, royalty-free licence to use Background IP solely as embedded in Client's Deliverable.

7.4. Client-Supplied Materials: Client retains all ownership of client-supplied materials and grants Studio a limited, royalty-free licence to use them solely for delivering the Services.

7.5. Third-Party Components: Deliverables may incorporate open-source software, stock imagery, licensed fonts, or third-party APIs. All such components remain subject to their respective third-party licences. Studio is not responsible for third-party licence fees arising from Client's expanded use.

7.6. Portfolio & Showcase Rights: Studio reserves the right to display, publish, and use Client's completed project in Studio's portfolio, website, social media, case studies, and marketing materials, unless Client provides a specific written opt-out at project commencement.

7.7. Testimonials: By providing testimonials or feedback, Client grants Studio the right to publish such testimonials, with attribution, across all marketing channels, without further approval or compensation.

8.1. Mutual Confidentiality: Each party agrees to hold the other's Confidential Information in strict confidence, not to disclose it to any third party without prior written consent, and to use it solely for the purposes of performing this Agreement. This obligation survives termination for five (5) years.

8.2. Standard of Care: Each party shall protect the other's Confidential Information using at least the same degree of care applied to its own confidential information, and in no event less than reasonable care.

8.3. Exceptions: The obligation does 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 prior to disclosure; (c) is independently developed without use of the Confidential Information; (d) is required to be disclosed by applicable law or court order, with prompt prior written notice where legally permitted.

8.4. Non-Solicitation: During the term of this Agreement and for twelve (12) months thereafter, Client shall not solicit, recruit, or hire any employee, contractor, or team member of Studio who was involved in Client's project. Breach entitles Studio to liquidated damages equal to six (6) months of the applicable person's monthly compensation — a genuine pre-estimate of loss under Section 74 of the ICA.

9.1. Administrative Convenience: If Client requests Studio to procure domain names, cloud hosting (AWS, GCP, Azure, Vercel, Hostinger), SSL certificates, database instances (Turso, PlanetScale, Supabase), or external API keys (Meta Cloud API, OpenAI, Twilio, Razorpay) on Client's behalf, such setup is done strictly as an administrative convenience.

9.2. Financial Responsibility: All third-party assets procured on Client's behalf — regardless of whose billing profile they are under — remain Client's sole financial and legal responsibility from the date of purchase. Client shall reimburse Studio within 3 Working Days for all such purchases.

9.3. Transfer Timeline: Client must transfer all domains, servers, and API accounts into Client's own billing profiles within fourteen (14) Working Days of staging acceptance. Studio bears no responsibility for renewing or securing assets not yet transferred.

9.4. Indemnity for Third-Party Issues: Client indemnifies Studio from any trademark infringement claims, domain disputes, API policy violations, data breach notifications, or regulatory penalties arising from assets held in Studio's name on Client's behalf.

9.5. Platform Policy Compliance: Client acknowledges that use of third-party platforms (WhatsApp Business API, Meta, Google Workspace, AWS) is subject to those platforms' own terms. Studio is not liable for Client's losses arising from third-party platform policy changes, account suspensions, or API deprecations.

10.1. Applicable Laws: Both parties acknowledge and agree to comply with all applicable data protection laws, including: (a) the Information Technology Act, 2000 (India) and IT (Amendment) Act, 2008; (b) the IT (Reasonable Security Practices and SPDI) Rules, 2011; (c) the Digital Personal Data Protection Act, 2023 (India) ("DPDPA") upon full notification; (d) GDPR (EU) 2016/679 for EU data subjects; (e) the CCPA (California) for California residents; (f) COPPA where applicable.

10.2. Controller vs. Processor: Where Studio processes personal data solely on Client's instructions: Client is the Data Controller and Studio is the Data Processor. Client is solely responsible for establishing the lawful basis for all data processing activities.

10.3. Client Compliance Obligations: Client warrants that: (a) all personal data provided to Studio is collected with a valid legal basis; (b) Client maintains a lawful privacy policy on any Studio-developed website; (c) Client obtains all necessary consents before engaging Studio to process personal data; (d) Client complies with all applicable opt-in and opt-out requirements.

10.4. Data Security: Studio shall implement industry-standard technical and organisational security measures to protect personal data processed during service delivery, including encrypted storage, access controls, and secure transmission. Studio does not guarantee that measures will prevent all unauthorised access.

10.5. Data Breach Notification: In the event of a personal data breach affecting data processed on Client's behalf, Studio shall notify Client within 72 hours of becoming aware, where feasible, in accordance with GDPR Article 33 and applicable Indian regulations.

10.6. Data Retention and Deletion: Upon termination, Studio shall, at Client's choice, return or securely delete all personal data processed on Client's behalf within 30 days, unless applicable law requires longer retention.

11.1. Client's Messaging Obligations: Client is solely and exclusively responsible for ensuring all automated WhatsApp, SMS, email, or other electronic communications dispatched through Studio-built systems comply with: (a) TRAI Telecom Commercial Communications Customer Preference Regulations, 2018 (India); (b) TCPA, 1991 (USA); (c) CAN-SPAM Act, 2003 (USA); (d) CASL (Canada); (e) GDPR Article 6 (EU); (f) Meta/WhatsApp Business API Terms of Service and Messaging Policy; and (g) all other applicable regional telecommunications and spam regulations.

11.2. Opt-In Consent Requirement: Client warrants that it has obtained explicit, documented, and unambiguous opt-in consent from every recipient before initiating any automated marketing or promotional message. Client shall maintain consent records and make them available upon request.

11.3. Prohibited Content: Client shall not use Studio-built systems to transmit spam, unsolicited commercial messages, illegal or defamatory content, messages that impersonate a third party, or messages that violate any third-party intellectual property rights.

11.4. Studio Not a Telecom Operator: Studio functions solely as a technology builder and systems integrator. All regulatory filings, DLT registrations (India), and sender ID registrations are Client's sole responsibility.

11.5. Regulatory Penalties: Client shall indemnify Studio from all fines, penalties, regulatory actions, or damages imposed by TRAI, FCC, FTC, or any equivalent body arising from Client's use or misuse of Studio-built messaging systems.

11.6. API Account Bans: If Meta/WhatsApp suspends Client's account due to Client's policy violations, this does not constitute a basis for refund. Studio's obligation is to build the technical system; API compliance is Client's responsibility.

12.1. Studio's Limited Warranty: Studio warrants that all Services will be performed professionally and consistently with generally accepted industry standards. Studio warrants all Deliverables against material defects for 30 days after final delivery ("Warranty Period"). Client's exclusive remedy is Studio's correction of the defect or a pro-rata refund for the defective element. This remedy is void if the defect results from Client modifications, Client-supplied content, third-party failures, or Client's failure to maintain the platform post-handover.

12.2. Disclaimer of All Other Warranties: Except as expressly set out in Section 12.1, all services and deliverables are provided "as is" and "as available" without warranty of any kind, whether express, implied, statutory, or otherwise, including any implied warranty of merchantability, fitness for a particular purpose, title, non-infringement, or accuracy. To the fullest extent permitted by applicable law.

12.3. No Uptime Guarantee: Unless a specific SLA with written uptime guarantees is signed by both parties, Studio makes no guarantee of website uptime, server availability, API response times, or automation execution frequency.

12.4. No Revenue Guarantee: Studio makes no warranty regarding the commercial success, revenue generation, search engine ranking, traffic levels, conversion rates, or profitability of any Deliverable.

12.5. Browser Compatibility: Studio tests Deliverables on current versions of major browsers (Chrome, Firefox, Safari, Edge) and common device sizes. Studio makes no warranty regarding compatibility with outdated browser versions or highly specialised devices.

13.1. Liability Cap: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STUDIO'S TOTAL CUMULATIVE LIABILITY TO CLIENT FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT — WHETHER IN CONTRACT, TORT, MISREPRESENTATION, STATUTORY DUTY, OR OTHERWISE — SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO STUDIO UNDER THE SPECIFIC SOW OR INVOICE GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.

13.2. Exclusion of Consequential Damages: To the fullest extent permitted by law, Studio, its directors, employees, or agents shall not be liable for: (a) loss of profits; (b) loss of revenue; (c) loss of business or contracts; (d) loss of data or database corruption; (e) business interruption; (f) loss of goodwill or reputation; (g) indirect, special, incidental, punitive, or exemplary damages — whether or not Studio has been advised of the possibility of such damages and whether arising in tort, contract, or otherwise.

13.3. Client Indemnification of Studio: Client agrees to defend, indemnify, and hold harmless Studio and its directors, officers, employees, freelancers, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from: (a) Client's breach of any provision of this Agreement; (b) Client's use of Services beyond the scope of the licence granted; (c) claims that Client-supplied materials infringe third-party IP Rights; (d) Client's violation of applicable law including data protection, anti-spam, or telecommunications regulations; (e) domain ownership disputes or hosting issues arising from Client's failure to transfer assets within the required timeframe; (f) death, personal injury, or property damage caused by Client's negligence or wilful misconduct.

13.4. Mutual Exclusions: Nothing in this Agreement limits either party's liability for: (a) fraud or fraudulent misrepresentation; (b) death or personal injury caused by negligence; (c) any liability that cannot be limited by applicable law.

14.1. Termination for Cause: Either party may terminate this Agreement immediately by written notice if the other party: (a) materially breaches any provision and fails to cure within 7 Working Days of written notice; (b) becomes insolvent or subject to bankruptcy or winding-up proceedings; (c) ceases to carry on business.

14.2. Termination for Non-Payment: Studio may terminate immediately without further obligation if Client's payment remains outstanding for more than 10 calendar days beyond the due date after written notice under Section 5.5.

14.3. Effects of Termination: Upon termination: (a) all licences granted to Client immediately terminate; (b) Client shall promptly pay all amounts due; (c) Studio shall provide completed work for which full payment has been received; (d) unearned prepayments shall be refunded pro-rata less Studio's costs to the termination date; (e) each party shall return or destroy the other's Confidential Information; (f) Sections 7, 8, 10, 13, 15, and 16 survive termination indefinitely.

14.4. Suspension vs. Termination: Suspension of Services under Section 5.5 does not constitute termination. Contractual obligations including payment obligations continue to accrue during any suspension period.

15.1. Excused Performance: Neither party shall be liable for any delay or failure in performance caused by a Force Majeure Event, provided the affected party: (a) notifies the other in writing within 48 hours of the Force Majeure Event; (b) uses commercially reasonable efforts to mitigate its effects and resume performance as soon as practicable.

15.2. Extended Force Majeure: If a Force Majeure Event prevents performance for more than 30 consecutive calendar days, either party may terminate upon 7 days' written notice without liability, except for payment of amounts already due for Services performed prior to the Force Majeure Event.

15.3. Payment Not Excused: A Force Majeure Event does not excuse Client's obligation to pay amounts already due and owing to Studio.

16.1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Republic of India, including the Indian Contract Act, 1872; the Specific Relief Act, 1963; the Arbitration and Conciliation Act, 1996; the Information Technology Act, 2000; and the Copyright Act, 1957, without regard to conflicts of law principles.

16.2. Pre-Dispute Negotiation: Before initiating any formal proceeding, the parties agree to attempt in good faith to resolve any dispute through senior-level direct negotiation within 15 Working Days of written notice of the dispute.

16.3. Arbitration: Any dispute not resolved through negotiation shall be finally settled by binding arbitration under the Arbitration and Conciliation Act, 1996 (India). The arbitration shall be: (a) conducted by a sole mutually agreed arbitrator; (b) in the English language; (c) seated in New Delhi, India; (d) confidential; (e) documents-only for claims below INR 5,00,000 and with hearings for larger claims.

16.4. Exclusive Court Jurisdiction: Notwithstanding arbitration, either party may seek interim or injunctive relief from the courts of New Delhi, India to prevent irreparable harm pending arbitration. Both parties submit to the exclusive jurisdiction of the courts of New Delhi for such applications and enforcement of arbitral awards.

16.5. Legal Costs Indemnity: In any legal or arbitration proceeding arising from Client's breach of this Agreement, Client shall indemnify Studio for all legal fees, arbitration costs, court filing fees, and reasonable expenses incurred by Studio.

16.6. Class Action Waiver: Client waives any right to bring any claim as a class action, collective proceeding, or representative action. All disputes must be brought in Client's individual capacity only.

16.7. Limitation Period: Any claim by Client must be brought within twelve (12) months of the date Client first became aware (or ought reasonably to have become aware) of the facts giving rise to the claim. Claims not brought within this period shall be time-barred.

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

17.2. Assignment: Client may not assign, sub-licence, or transfer any rights or obligations without Studio's prior written consent. Studio may assign this Agreement to a successor entity, affiliate, or acquirer without Client's consent.

17.3. Notices: All notices shall be in writing and deemed delivered when: (a) personally delivered; (b) sent by email to hi@urbanxpixels.com (Studio) or Client's registered email, with delivery receipt confirmation; or (c) sent by registered post to the parties' registered addresses. Email notices are deemed received on the next Working Day after sending.

17.4. Waiver: No failure or delay by either party in exercising any right under this Agreement operates as a waiver. A waiver of any breach does not constitute a waiver of any subsequent breach.

17.5. Electronic Signatures: This Agreement may be accepted by electronic signature or digital acceptance (including checkbox acceptance logged in Studio's Turso database). Electronic acceptances are valid and legally binding under the Information Technology Act, 2000 (India) and the Electronic Signatures in Global and National Commerce Act (USA).

17.6. Language: This Agreement is drafted in English. Any translation is for convenience only. In the event of any conflict, the English version prevails.

17.7. Contact: For all legal notices and contract queries: hi@urbanxpixels.com | UrbanXPixels Creative Studio, New Delhi, India.

18.1. Standard Plan — Hosted Solution: Under all standard plans and one-time projects, Studio retains ownership of all source code, technical implementation files, automation logic, flow scripts, webhooks and APIs, database schemas, HTML/CSS/JavaScript files, server-side code, CMS configurations, plugin customisations, and any other technical artefacts (collectively, "Code Assets"). Client receives access to and use of the live, functional deliverable only — for example, a working website, a functioning WhatsApp bot, a delivered design file, or an exported video. No underlying Code Assets are transferred or licensed to Client under a standard engagement.

18.2. Platform Usage Licence: Upon full payment, Studio grants Client a non-exclusive, non-transferable licence to operate and use the live deliverable for its intended business purpose. This licence does not include the right to copy, reproduce, redistribute, or modify the underlying Code Assets, or to use them as the basis for any other product or service.

18.3. Enterprise Source Code Buyout Option: Clients who wish to take full ownership of their Code Assets may request a Source Code Buyout. Studio will assess the scope of the codebase and issue a written buyout fee proposal within seven (7) Working Days. If agreed, ownership transfers under a separate Source Code Transfer Agreement at the negotiated fee. The buyout is an entirely separate commercial transaction from the original service contract. Studio makes no guarantee that a buyout will be offered, or at any particular price.

18.4. Client Data Never for Sale: Regardless of any ownership arrangement, Studio will never sell, transfer, share, or disclose Client's business information to any third party. This includes: (a) Client business names, trading names, and contact details; (b) Client's customer or end-user data collected via Studio-built systems; (c) Client's commercial terms, pricing agreements, or SOW details; (d) Client's confidential strategies or internal information shared with Studio. This obligation survives termination indefinitely and supplements §8 (Confidentiality).

18.5. Prohibited Uses of Deliverables: Client agrees not to: (a) reverse-engineer, decompile, disassemble, or systematically reconstruct the proprietary logic of any Studio-built deliverable; (b) engage third parties to copy or reproduce Studio's proprietary integrations, automations, or configurations; (c) use deliverables as the basis for a competing product or resell them to third parties. Normal inspection of a live website using standard browser tools for Client's own operational purposes is not restricted by this clause.

18.6. Open-Source Components: Where deliverables incorporate open-source software (e.g., React, Next.js, WordPress), Client has the rights granted by those respective open-source licences for those components only. Studio's proprietary integration layer, custom components, automation logic, and configurations remain Studio's property regardless of any open-source components present in the stack.

18.7. Plugin & Third-Party Licensing: Where Studio installs premium plugins, themes, or third-party licensed tools as part of a deliverable, Client is responsible for maintaining those licences independently after project handover. Studio is not liable for functionality loss, security vulnerabilities, or access restrictions arising from Client's failure to renew third-party plugin or tool licences.

18.8. Post-Termination Transition: Upon termination of any engagement, Studio will maintain the live deliverable in its last-delivered state for a 30-day transition period, during which Client may migrate content, data, and assets. Studio is not obligated to provide source code access or technical assistance beyond reasonable handover of non-code assets such as content, data exports, and design files. After 30 days, Studio may decommission technical infrastructure.

19.1. AI & Automation Disclaimer: Where Studio delivers AI-powered automations, chatbot flows, or language model integrations, Client acknowledges that AI-generated responses may be inaccurate, incomplete, or inappropriate in certain contexts. Client is solely responsible for reviewing, validating, and supervising all AI-generated content and automated outputs before acting on them or presenting them to end users. Studio is not liable for decisions made based on AI-generated responses.

19.2. SEO & Search Engine Disclaimer: Studio makes no guarantee of any particular search engine ranking, indexing timeline, organic traffic volume, or lead generation outcome. Search engine algorithms are beyond Studio's control and are subject to continuous change. Any SEO-related work is performed using current best-practice techniques, but results cannot be warranted.

19.3. Data Backup Disclaimer: Unless a managed backup service is expressly included in the SOW, Client remains solely responsible for maintaining independent, current backups of all business-critical data, content, databases, and files. Studio is not liable for data loss arising from server failures, platform changes, or account terminations where backup services are not part of the contracted scope.

19.4. Accessibility Disclaimer: Studio designs and builds deliverables following general good practice for web accessibility. However, Studio does not guarantee compliance with WCAG 2.1 or any other specific accessibility standard unless an explicit accessibility audit and remediation engagement is contracted and specified in the SOW.

19.5. Hosting & Uptime Disclaimer: Where Studio provisions hosting on Client's behalf, uptime and performance are subject to the service level agreements of the underlying hosting provider (e.g., Vercel, AWS, Hostinger). Studio's obligation is to configure and deploy; ongoing platform reliability is governed by the third-party provider's terms, not this Agreement.